mg Doc 140 Filed 09/21/15 Entered 09/21/15 14:00:43 Main Document Pg 1 of 56

Transcription

1 Pg 1 of 56 PACHULSKI STANG ZIEHL & JONES LLP 780 Third Avenue, 34 th Floor New York, NY Telephone: (212) Facsimile: (212) Kenneth H. Brown, Esq. Michael R. Seidl, Esq. Ilan D. Scharf, Esq. Counsel for Domaine Chandon, Inc. UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: CORPORATE RESOURCE SERVICES, INC., et al., Chapter 11 Case No (MG) Debtors. NOTICE OF HEARING ON DOMAIN CHANDON, INC. S MOTION FOR ENTRY OF AN ORDER GRANTING RELIEF FROM THE AUTOMATIC STAY PLEASE TAKE NOTICE that a hearing (the Hearing ) on the attached Motion for Entry of an Order Granting Relief from the Automatic Stay (the Motion ) filed by Domaine Chandon, Inc. will be held before the Honorable Martin Glenn, United States Bankruptcy Judge, on November 2, 2015 at 10:00 a.m. (prevailing Eastern Time), or as soon thereafter as counsel can be heard, in the United State Bankruptcy Court for the Southern District of New York, One Bowling Green, New York, NY PLEASE TAKE FURTHER NOTICE that objections to the Motion, if any, must comply with the Federal Rules of Bankruptcy Procedure and the Local Bankruptcy Rules for the United States Bankruptcy Court for the Southern District of New York, must be set forth in a writing describing the basis therefor and must be filed with the Court electronically in accordance with any applicable General Order and/or Local Bankruptcy Rule of the United DOCS_NY: /001

2 Pg 2 of 56 States Bankruptcy Court for the Southern District of New York and served upon each of the following so as to be received no later than October 19, 2015 at 4:00 p.m.:pachulski, Stang, Ziehl & Jones LLP, 780 Third Avenue, 34 th Floor, New York, New York 10017, Attn.: Kenneth H. Brown, Esq. and Ilan D. Scharf, Esq. Only those replies made in writing and timely filed and received will be considered at the Hearing. Any such response must state with specificity the reason or reasons why the relief requested in the Motion should not be granted. Dated: New York, New York September 21, 2015 /s/ Ilan D. Scharf Kenneth H. Brown, Esq. Michael R. Seidl, Esq. Ilan D. Scharf, Esq. PACHULSKI STANG ZIEHL & JONES LLP 780 Third Avenue, 36 th Floor New York, New York Telephone: (212) Facsimile: (212) Counsel for Domaine Chandon, Inc. DOCS_NY: /001 2

3 Pg 3 of 56 PACHULSKI STANG ZIEHL & JONES LLP 780 Third Avenue, 34 th Floor New York, NY Telephone: (212) Facsimile: (212) Kenneth H. Brown, Esq. Michael R. Seidl, Esq. Ilan D. Scharf, Esq. Counsel for Domaine Chandon, Inc. UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: CORPORATE RESOURCE SERVICES, INC., et al., Chapter 11 Case No (MG) Debtors. DOMAINE CHANDON, INC. S MOTION FOR ENTRY OF AN ORDER GRANTING RELIEF FROM THE AUTOMATIC STAY Domaine Chandon, Inc. ( Domaine Chandon ), hereby files this motion (the Motion ) in the cases of the above-captioned debtors and debtors in possession (together, the Debtors ) for entry of an order (the Order ), substantially in the form attached hereto as Exhibit A, lifting the automatic stay under 11 U.S.C. 362 to permit Domaine Chandon to pursue the Debtors lender, Wells Fargo Bank, N.A. ( Wells Fargo ), to recover amounts erroneously transferred by Domain Chandon to debtor Accountabilities, Inc. ( Accountabilities ) and thereafter, upon information and belief, to Wells Fargo. In support of the Motion Domaine Chandon respectfully states as follows: Jurisdiction 1. This Court has jurisdiction over the Motion pursuant to 28 U.S.C. 157 and This matter is a core proceeding within the meaning of 28 U.S.C. 157(b)(2)(A), (G), DOCS_NY: /001

4 Pg 4 of 56 and (O). Venue of these proceedings and the Motion is proper in this District pursuant to 28 U.S.C and The statutory bases for the relief requested herein are sections 105(a) and 362 of Title 11 of the United States Code (the Bankruptcy Code ). Background 3. The facts in support of this Motion are set forth in the concurrently filed Declaration of Matt Wood in Support of Motion (the Wood Declaration ). 4. A portion of Domaine Chandon s business is the operation of a winery in Napa Valley, California, located in the small town of Yountville. 5. For a significant period of time until approximately March of 2015, Domaine Chandon contracted with Accountabilities to facilitate its staffing needs at the winery. All obligations of Domaine Chandon to Accountabilities were paid in full. 6. In or about March 2015, certain personnel previously used by Domaine Chandon under its contract with Accountabilities moved to a different entity named Chartwell Staffing Solutions ( Chartwell ), located in Dallas, Texas. 7. Domaine Chandon ceased to have any obligations to Accountabilities for such personnel, received invoices from Chartwell for those personnel, and was obligated to Chartwell for the service of those personnel. 8. However, as a result of the personnel s change of employers, Domaine Chandon mistakenly sent payments by wire transfer totaling $109, (the Payments ) to Accountabilities that were due to and should have been made to Chartwell. Accountabilities had no entitlement to these payments. A true copy of the records of the wire transfers is attached to the Wood Declaration as Exhibit 1. DOCS_NY: /001 2

5 Pg 5 of Domaine Chandon is informed and believes, based upon representations of the Debtors made in their Motion for Interim and Final Orders Authorizing the Use of Cash Collateral [Doc. No.4], that the funds mistakenly sent by Domaine Chandon to Accountabilities were either swept by Wells Fargo or paid by Accountabilities to Wells Fargo in connection with the financing provided by Wells Fargo to the Debtors and are no longer in the possession, custody, or control of the Debtors. 10. On February 2, 2015, TS Employment, Inc. ( TSE ), filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (the TSE Chapter 11 Case ) in the United States Bankruptcy Court for the Southern District of New York (the Bankruptcy Court ), which is pending as case number (MG). 11. On February 20, 2015, the Court entered an order directing the appointment of a Chapter 11 trustee in the TSE Chapter 11 Case. The appointed Chapter 11 trustee is James S. Feltman (the Trustee ). 12. On or about July 23, 2015 (the Petition Date ), each of the Debtors, including Accountabilities, which are affiliates of TSE, filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (the Corporate Resource Chapter 11 Cases ) in the United States Bankruptcy Court for the District of Delaware (the Delaware Court ). The Corporate Resource Chapter 11 Cases were jointly administered before the Delaware Court for procedural purposes only under the name of debtor Corporate Resource Services, Inc., case number (MFW). 13. On July 27, 2015, the Trustee filed a motion to transfer venue of the Corporate Resource Chapter 11 Cases to this Court, which was granted by order entered on August 18, The Corporate Resource Chapter 11 Cases appear now to be pending as jointly DOCS_NY: /001 3

6 Pg 6 of 56 administered case number (MG); the Chapter 11 case of Accountabilities was assigned case number (MG). 14. On August 25, 2015, Domaine Chandon filed its proof of claim ( Claim 17 ) in the Corporate Resource Chapter 11 Cases in the United States Bankruptcy Court for the District of Delaware. A true and correct copy of the Claim 17 is attached hereto as Exhibit B. 15. On August 27, 2015, the Office of the United States Trustee filed a motion seeking the appointment of a Chapter 11 trustee in the Corporate Resource Chapter 11 Cases. On September 10, 2015, the Court entered its Order Directing the Appointment of a Chapter 11 Trustee [Docket No. 137]. 16. On September 4, 2015, and in an abundance of caution and because it appears that Claim 17 was not transferred to case number (MG), Domaine Chandon filed its proof of claim in case number (MG) ( Claim 3 ), which is pending before this Court. A true and correct copy of Claim 3 is attached hereto as Exhibit C. Relief Requested 17. Through this Motion, Domaine Chandon requests entry of an order lifting the automatic stay, to the extent, if any, it operates to stay any action by Domain Chandon to recover the Payments directly from Wells Fargo, which were mistakenly paid to Accountabilities and which are now in the possession and control of Wells Fargo. Basis for Relief A. Relief from the Automatic Stay is Warranted Under Section 362(d)(1) of the Bankruptcy Code. 18. Pursuant to 11 U.S.C. 362(a), the commencement of the Corporate Resource Chapter 11 Cases effectuates a stay, applicable to all entities, of, inter alia, any act DOCS_NY: /001 4

7 Pg 7 of 56 to obtain possession of property of the estate or of property from the estate or to exercise control over property of the estate. 11 U.S.C. 362(a)(3). Accountabilities has no legal or equitable claim to the Payments that were erroneously made to it. Thus, while Domaine Chandon believes that the Payments are not property of the estate, it brings this Motion in an abundance of caution. 19. Section 362(d)(1) of the Bankruptcy Code provides that: On request of a party in interest and after notice and a hearing, the court shall grant relief from the stay provided under subsection (a) of this section, such as by terminating, annulling, modifying or conditioning such stay (1) for cause, including the lack of adequate protection of an interest in property of such party in interest U.S.C. 362(d)(1). 20. The Bankruptcy Code does not define what constitutes cause, and the legislative history gives only very general guidance. In re Sonnax Industries, Inc., 907 F.2d 1280, 1285 (2d Cir. 1990). Cause must be determined from the facts of a particular case, and the burden is on the moving party to make an initial showing of cause for relief from the stay. See In re Mazzeo, 167 F.3d 139, 142 (2d Cir. 1999). The United States Court of Appeals for the Second Circuit has adopted twelve considerations to be weighed in deciding whether litigation should be permitted to continue in another forum. Sonnax, 907 F.2d at These factors are: a. Whether relief would result in a partial or complete resolution of the issues; b. Lack of any connection with or interference with the bankruptcy case; DOCS_NY: /001 5

8 Pg 8 of 56 c. Whether the other proceeding involves the debtor as a fiduciary; d. Whether a specialized tribunal with the necessary expertise has been established to hear the cause of action; e. Whether the debtor s insurer has assumed full responsibility for defending it; f. Whether the action primarily involves third parties; g. Whether litigation in another forum would prejudice the interests of other creditors; h. Whether the judgment claim arising from the other action is subject to equitable subordination; i. Whether movant s success in the other proceeding would result in a judicial lien avoidable by the debtor; j. The interests of judicial economy and the expeditious and economical resolution of litigation; k. Whether the parties are ready for trial in the other proceeding; and l. Impact of the stay on the parties and the balance of harms. Id. A determination of whether to lift the say is committed to the discretion of the bankruptcy judge. Id. See also In re Arnott, 512 B.R. 744 (Bankr. S.D.N.Y. 2014). 21. Each of these twelve potential considerations is addressed below: a. Whether relief would result in a partial or complete resolution of the issues: relief may potentially resolve all issues. To the extent that Domaine Chandon recovers its loss in full from Wells Fargo in litigation or in settlement Claim 17 and Claim 3 DOCS_NY: /001 6

9 Pg 9 of 56 will be mooted in the Corporate Resource Chapter 11 Cases and require neither the attention nor the resources of the Debtors; b. Lack of any connection with or interference with the bankruptcy case: the matter is principally unconnected with the Corporate Resource Chapter 11 Cases, and pursuant of the matter by Domaine Chandon will not interfere with the Debtors cases. The facts are essentially simple and should be established by records in the control of Domaine Chandon or Wells Fargo. Moreover, insofar as the Payments do not involve property of Accountabilities, the connection with the Corporate Resource Chapter 11 Cases is tangential at best; c. Whether the other proceeding involves the debtor as a fiduciary: the proposed proceeding against Wells Fargo will not involve Accountabilities as a fiduciary; d. Whether a specialized tribunal with the necessary expertise has been established to hear the cause of action: no specialized tribunal is necessary; the matter involves simple questions of restitution and unjust enrichment that are within the regular experience of state and federal courts; e. Whether the debtor s insurer has assumed full responsibility for defending it: this factor is inapplicable insofar as, at this time, Domaine Chandon is aware of no insurance policy that may be implicated; f. Whether the action primarily involves third parties: this action would primarily involve a third-party, Wells Fargo; g. Whether litigation in another forum would prejudice the interests of other creditors: litigation of this matter in another forum will not prejudice the DOCS_NY: /001 7

10 Pg 10 of 56 interests of other creditors. The Payments at issue are not property of the Debtors and no creditor other than Domaine Chandon itself in the Corporate Resource Chapter 11 Cases could reasonably expect to recover the funds for its benefit; 1 h. Whether the judgment claim arising from the other action is subject to equitable subordination: this factor is inapplicable: there are no grounds to equitably subordinate Domain Chandon s claim; i. Whether movant s success in the other proceeding would result in a judicial lien avoidable by the debtor: Domaine Chandon is unaware of any circumstance under which its success against Wells Fargo would give rise to a judicial lien avoidable by Accountabilities; j. The interests of judicial economy and the expeditious and economical resolution of litigation: the interests of judicial economy and the expeditious and economical resolution of litigation would be well served by the requested relief. Domaine Chandon understands that Wells Fargo is the entity in actual possession of the Payments; while Domaine Chandon reserves its rights with respect to Claim 17 and Claim 3, pursuit of its claims against Wells Fargo (a non-debtor third party) in a non-bankruptcy forum, which regularly deals with disputes such as restitution and unjust enrichment, is the most efficient way to proceed. Litigation before the Bankruptcy Court with respect to Domaine Chandon s rights with respect to the Debtors is probably unnecessary as Domaine Chandon understands that the Debtors do not contest that Accountabilities had no right to the Payments. Even if such litigation were necessary, separate litigation against Wells Fargo would still be required to recover the Payments are not in the Debtors possession. 1 At the most, to the extent the funds are returned to Domaine Chandon, Wells Fargo s claim may increase in an equivalent amount. DOCS_NY: /001 8

11 Pg 11 of 56 k. Whether the parties are ready for trial in the other proceeding: this matter is in the initial stages and is not yet ready for trial; Domaine Chandon believes this factor is neutral insofar as trial preparations would need to be substantially completed under any circumstance; l. Impact of the stay on the parties and the balance of harms: the stay (to the extent it applies) harms Domain Chandon by preventing it from pursuing Wells Fargo directly; the stay (to the extent applicable) inappropriately protects Wells Fargo, which is not a debtor and is not in possession of the Debtors property, from Domaine Chandon s pursuit of the Payments; relief from the stay should no impact upon the Debtors, who have no legal or equitable interests in the Payments. Upon information and belief, the Debtors will not oppose the requested relief. favor of the requested relief, 22. Consequently, the Sonnax factors each, to the extent applicable, weigh in B. Relief from the Automatic Stay is Warranted Under Section 362(d)(2) of the Bankruptcy Code. 23. The Court may also grant relief from stay pursuant to 362(d)(2) because the Debtor has no equity interest (or any interest) in the Payments and the Payments are not necessary to an effective reorganization. 24. Domaine Chandon requests that the Bankruptcy Court waive the fourteenday stay imposed by Rule 4001(a)(3) of the Federal Rules of Bankruptcy Procedure insofar as no relevant purpose is served by such stay on these facts. DOCS_NY: /001 9

12 Pg 12 of 56 Notice 25. Notice of this Motion has been given to the following parties or, in lieu thereof, to their counsel, if known: (a) proposed counsel for the Debtors; (b) counsel for Wells Fargo; (c) counsel for the Trustee; (d) the Office of the United States Trustee; and (e) counsel to the Ad Hoc Committee of Unsecured Creditors of Corporate Resource Services, Inc., et al. Domaine Chandon submits that, in light of the nature of the relief requested, no other or further notice need be given. No Prior Request 26. No prior motion for the relief requested herein has been made to this or any other Court. WHEREFORE, Domaine Chandon respectfully requests that the Court enter the Order, substantially in the form attached hereto, (i) granting the Motion; (ii) providing relief from the automatic stay to allow Domaine Chandon to pursue Wells Fargo with respect to the Payments; and (iii) granting such other and further relief as the Court deems appropriate. Dated: September 21, 2015 PACHULSKI STANG ZIEHL & JONES LLP /s/ Ilan D. Scharf Kenneth H. Brown, Esq. Michael R. Seidl, Esq. Ilan D. Scharf, Esq. 780 Third Avenue, 34 th Floor New York, NY Telephone: (212) Facsimile: (212) Counsel for Domaine Chandon, Inc. DOCS_NY: /001 10

13 Pg 13 of 56 EXHIBIT A Proposed Order DOCS_NY: /001

14 Pg 14 of 56 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: CORPORATE RESOURCE SERVICES, INC., et al., Chapter 11 Case No (MG) Debtors. ORDER GRANTING DOMAINE CHANDON, INC. S, MOTION FOR ENTRY OF AN ORDER GRANTING RELIEF FROM THE AUTOMATIC STAY Upon consideration of Domaine Chandon, Inc. s, Motion for Entry of an Order Granting Relief From the Automatic Stay (the Motion ); and it appearing that the relief requested is in the best interests of the Debtors 1 estates and creditors; and it appearing that cause exists as required under section 362(d)(1) of the Bankruptcy Code; and it appearing that this Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334; and it appearing that this proceeding is a core proceeding pursuant to 28 U.S.C and 1409; and adequate notice of the Motion having been given; and it appearing that no other notice need be given; and after due deliberation and sufficient cause appearing therefor, it is hereby: 1. ORDERED that the Motion is granted; and it is further 1. ORDERED that the automatic stay is terminated to permit Domaine Chandon, Inc., to pursue its claims related to the Payments against Wells Fargo Bank, N.A.; and it is further 2. ORDERED that this Order shall be effective immediately upon the Court s entry thereof; and it is further 1 Unless otherwise noted, capitalized terms used herein have the meanings ascribed in the Motion. DOCS_NY: /001

15 Pg 15 of ORDERED that the rights, claims, objections, and defenses of the Debtors, Domaine Chandon, and Wells Fargo with respect to Claim 17 and Claim 3 are reserved; and it is further 4. ORDERED that this Court shall retain jurisdiction to hear and determine all matters arising from the implementation of this Order. Dated:, 2015 The Honorable Martin Glenn United States Bankruptcy Judge DOCS_NY: /001 2

16 Pg 16 of 56 EXHIBIT B Claim 17 DOCS_NY: /001

17 Case MFW Claim 17 Filed 08/25/15 Desc Main Document Page 1 of mg Doc 140 Filed 09/21/15 Entered 09/21/15 14:00:43 Main Document Pg 17 of 56 B10 (Official Form 10) (04/13) UNITED STATES BANKRUPTCY COURT District of Delaware Name of Debtor: Corporate Resource Services, Inc. Case Number: NOTE: Do not use this form to make a claim for an administrative expense that arises after the bankruptcy filing. You may file a request for payment of an administrative expense according to 11 U.S.C Name of Creditor (the person or other entity to whom the debtor owes money or property): Domaine Chandon, Inc. Name and address where notices should be sent: Domaine Chandon, Inc. Matthew J. Shier c/o shierkatz RLLP shierkatz RLLP 930 Montgomery Street, # Montgomery Street, #600 San Francisco, CA San Francisco, CA Telephone number: mshier@shierkatz.com Name and address where payment should be sent (if different from above): PROOF OF CLAIM FILED U.S. Bankruptcy Court District of Delaware 8/25/2015 David D. Bird, Clerk COURT USE ONLY Check this box if this claim amends a previously filed claim. Court Claim Number: Check this box if you are aware that anyone else has filed a proof of claim relating to this claim. Attach copy of statement giving particulars. (If known) Filed on: Telephone number: 1. Amount of Claim as of Date Case Filed: $ If all or part of the claim is secured, complete item 4. If all or part of the claim is entitled to priority, complete item 5. Check this box if the claim includes interest or other charges in addition to the principal amount of the claim. Attach a statement that itemizes interest or charges. 2. Basis for Claim: Unjust enrichment and related claim (See instruction #2) 3. Last four digits of any number by which creditor identifies debtor: 3a. Debtor may have scheduled account as: (See instruction #3a) 3b. Uniform Claim Identifier (optional): (See instruction #3b) 4. Secured Claim (See instruction #4) Check the appropriate box if the claim is secured by a lien on property or a right of setoff, attach required redacted documents, and provide the requested information. Nature of property or right of setoff: Real Estate Motor Vehicle Other Describe: Value of Property: $ Annual Interest Rate (when case was filed) % Fixed or Variable Amount of arrearage and other charges, as of the time case was filed, included in secured claim, if any: $ Basis for perfection: Amount of Secured Claim: $ Amount Unsecured: $ 5. Amount of Claim Entitled to Priority under 11 U.S.C. 507(a). If any part of the claim falls into one of the following categories, check the box specifying the priority and state the amount. Domestic support obligations under 11 Amount entitled to U.S.C. 507(a)(1)(A) or (a)(1)(b). priority: Up to $2,775* of deposits toward purchase, lease, or rental of property or services for personal, family, or household use 11 U.S.C. 507(a)(7). Wages, salaries, or commissions (up to $12,475*) earned within 180 days before the case was filed or the debtor's business ceased, whichever is earlier 11 U.S.C. 507(a)(4). Taxes or penalties owed to governmental units 11 U.S.C. 507(a)(8). Contributions to an employee benefit plan 11 U.S.C. 507(a)(5). Other Specify applicable paragraph of 11 U.S.C. 507(a)( ). *Amounts are subject to adjustment on 4/01/16 and every 3 years thereafter with respect to cases commenced on or after the date of adjustment. 6. Credits. The amount of all payments on this claim has been credited for the purpose of making this proof of claim. (See instruction #6) $

18 Case MFW Claim 17 Filed 08/25/15 Desc Main Document Page 2 of mg Doc 140 Filed 09/21/15 Entered 09/21/15 14:00:43 Main Document Pg 18 of Documents: Attached are redacted copies of any documents that support the claim, such as promissory notes, purchase orders, invoices, itemized statements of running accounts, contracts, judgments, mortgages, security agreements, or, in the case of a claim based on an open end or revolving consumer credit agreement, a statement providing the information required by FRBP 3001(c)(3)(A). If the claim is secured, box 4 has been completed, and redacted copies of documents providing evidence of perfection of a security interest are attached. If the claim is secured by the debtor's principal residence, the Mortgage Proof of Claim Attachment is being filed with this claim. (See instruction #7, and the definition of "redacted".) DO NOT SEND ORIGINAL DOCUMENTS. ATTACHED DOCUMENTS MAY BE DESTROYED AFTER SCANNING. If the documents are not available, please explain: 8. Signature: (See instruction #8) Check the appropriate box. I am the creditor. I am the creditor's authorized agent. I am the trustee, or the debtor, or their authorized agent. (See Bankruptcy Rule 3004.) I am a guarantor, surety, indorser, or other codebtor. (See Bankruptcy Rule 3005.) I declare under penalty of perjury that the information provided in this claim is true and correct to the best of my knowledge, information, and reasonable belief. Print Name: Matthew J. Shier Title: Creditors Counsel Company: shierkatz RLLP Address and telephone number (if different from notice address above): Telephone number: s/ Matthew J. Shier 8/25/2015 (Signature) (Date) Penalty for presenting fraudulent claim: Fine of up to $500,000 or imprisonment for up to 5 years, or both. 18 U.S.C. 152 and 3571.

19 mg Case MFW Doc 140 Claim Filed 1709/21/15 Part 2 Filed Entered 08/25/15 09/21/15 Desc 14:00:43 Attachment Main 1 Document Page 1 of Pg 19 12of MATTHEW J. SHIER (SBN ) JEREMY W. KATZ (SBN: ) LINDA SORENSEN (SBN: ) shierkatz RLLP 930 Montgomery Street, Suite 600 San Francisco, CA mshier@shierkatz.com Telephone: (415) Facsimile: (415) Attorneys for Creditor DOMAINE CHANDON, INC. UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE In re Corporate Resource Services, Inc., et al., Debtors. Chapter 11 Case No (MFW) Jointly Administered PROOF OF CLAIM 1. The undersigned is the duly authorized agent for Domaine Chandon, Inc. ( Claimant ), and is expressly authorized to make this proof of claim. For purposes of this claim, Claimant s address is c/o Matthew J. Shier, Esq., shierkatz RLLP, 930 Montgomery Street, Suite 600, San Francisco, CA This proof of claim is being filed against jointly administered debtor Accountabilities, Inc., Case No MFW ( Debtor ). 3. Debtor was, at the time of the filing of the petition initiating this case, indebted to Claimant in an amount in excess of $109, for restitution based on unjust enrichment, plus contract interest, attorney s fees and other charges, according to proof 4. A portion of Claimant s business is the operation of a winery in the Napa Valley, California, located in small town of Yountville. For a significant period of time until approximately March of 2015, Claimant contracted with Debtor to facilitate its staffing needs at the winery. All obligations of Claimant to Debtor were paid in full. shierkatz RLLP 930 Montgomery St., Fl 6 San Francisco, CA (415) PROOF OF CLAIM

20 mg Case MFW Doc 140 Claim Filed 1709/21/15 Part 2 Filed Entered 08/25/15 09/21/15 Desc 14:00:43 Attachment Main 1 Document Page 2 of Pg 20 12of However, in or about March 2015, certain personnel previously utilized by Claimant under its contract with the Debtor, moved to a different entity: Chartwell Staffing Solutions, located in Dallas, Texas. As a result of the not surprising confusion relating to the particular personnel s change of employers, Claimant mistakenly sent payments by wire transfer to the Debtor, to which Debtor had no entitlement. 6. A copy of Claimant s evidence of mistaken wire transfers to Debtor (the Payments ) is attached as collective Exhibit A. At no relevant time when the Payments were made was Claimant indebted to Debtor. 7. At no relevant time did Debtor have any right, title or interest in the Payments. Nor did Debtor s Lender have any entitlement to the Payments as its collateral. 8. Debtor and its Lender and Debtor s recipient depository institution (if different) knew or should have known that it had no right, title or interest in the Payments. 9. Pursuant to law, claimant is entitled to restitution of the Payments as unjust enrichment, as against Debtor, as against Debtor s Lender, and also as against Debtor s recipient depository institution. Claimant is entitled to a constructive trust based on: (1) an enrichment to the Debtor and persons aligned with Debtor; (2) a corresponding deprivation to the Claimant; and (3) the absence of any juristic reason for the enrichment. Claimant reserves any and all rights of reclamation, constructive trust, and resulting trust as to the Payments, including the same and any subsequent form the Payments may take, their proceeds, rents, issues and profits. Claimant asserts that its rights to the Payments are superior and that the Payments are not property of the bankruptcy estate pursuant to 11 U.S.C. 541(d). 10. No judgment has been rendered on this claim. 11. The amount of all pre-petition payments of this claim has been credited and deducted for the purpose of making this proof of claim. 12. This claim is not subject to any set off or counter-claims shierkatz RLLP 930 Montgomery St., Fl 6 San Francisco, CA (415) PROOF OF CLAIM

21 mg Case MFW Doc 140 Claim Filed 1709/21/15 Part 2 Filed Entered 08/25/15 09/21/15 Desc 14:00:43 Attachment Main 1 Document Page 3 of Pg 21 12of This claim does not include post-petition interest, costs, charges and the total of attorneys' fees incurred subsequent to the commencement of this case, the rights to which are expressly reserved. TOTAL AMOUNT CLAIMED: IN EXCESS OF $109, Date: August 25, 2015 Claim No. shierkatz RLLP By: /s/ Matthew J. Shier COUNSEL FOR CLAIMANT Penalty for Presenting False Claims. Fines of not more than $5,000 or imprisonment of not more than 5 years or both. Title 18, U.S.C shierkatz RLLP 930 Montgomery St., Fl 6 San Francisco, CA (415) PROOF OF CLAIM

22 mg Case MFW Doc 140 Claim Filed 1709/21/15 Part 2 Filed Entered 08/25/15 09/21/15 Desc 14:00:43 Attachment Main 1 Document Page 4 of Pg 22 12of 56 DOMAINE CHANDON INC Payment Detail Report **For Informational Purposes Only** J.EMorgan PAYMENT INFORMATION Account Number 8644 Payment Method Wire Bank to Bank Transfer No Account Name DOMAINE CHANDON INC. Branch Location JPMORGAN CHASE NEW YORK Beneficiary Bank Country UNITED STATES- US Bank Name JPMORGAN CHASE BANK, N.A. Bank Id Payment Amount USD 23, Value Date: 05/12/2015 Status: Completed ROUTING INFORMATION BENEFICIARY Beneficiary ID Type Account Number Account Number 3213 Beneficiary Name ACCOUNT ABILITIES Address Line BROADWAY 13TH FLOOR City, State/Province, Zip/Postal Code NEW YORK NY Country UNITED STATES- US BENEFICIARY BANK Bank ID Type United States FED ABA United States FED ABA Bank Name WELLS FARGO BANK Address Line MONTGOMERY STREET,SAN FRANCISCO City, State/Province, Zip/Postal Code CALIFORNIA, UNITED S Country UNITED STATES- US Created On: 05/26/ :37PM EDT Exhibit A - page 1 of 8 Page 1 of 2

23 mg Case MFW Doc 140 Claim Filed 1709/21/15 Part 2 Filed Entered 08/25/15 09/21/15 Desc 14:00:43 Attachment Main 1 Document Page 5 of Pg 23 12of 56 DOMAINE CHANDON INC Payment Detail Report **For Informational Purposes Only** J.EI\1organ INTERMEDIARY BANK Bank ID Type No ID REFERENCE INFORMATION Payment Details INV N0: , , BANKTOBANK Charges Remitter Priority No Date Created Payment ID Bank Reference Settlement Reference 05/12/ :59 PM EDT JOOOOO FED Ref: 0512B1QGC02C Created On: 05/26/ :37PM EDT Exhibit A - page 2 of 8 Page 2 of 2

24 mg Case MFW Doc 140 Claim Filed 1709/21/15 Part 2 Filed Entered 08/25/15 09/21/15 Desc 14:00:43 Attachment Main 1 Document Page 6 of Pg 24 12of 56 DOMAINE CHANDON INC Payment Detail Report **For Informational Purposes Only** J.EMorgan PAYMENT INFORMATION Account Number 8644 Payment Method Wire Bank to Bank Transfer No Account Name DOMAINE CHANDON INC. Branch Location JPMORGAN CHASE NEW YORK Beneficiary Bank Country UNITED STATES- US Bank Name JPMORGAN CHASE BANK, NA Bank Id Payment Amount USD 15, Value Date: 04/28/2015 Status: Completed ROUTING INFORMATION BENEFICIARY Beneficiary ID Type Account Number Account Number 3213 Beneficiary Name ACCOUNT ABILITIES Address Line BROADWAY 13TH FLOOR City, State/Province, Zip/Postal Code NEW YORK NY Country UNITED STATES- US~ BENEFICIARY BANK Bank ID Type United States FED ABA Address Line MONTGOMERY STREET,SAN FRANCISCO United States FED ABA Bank Name WELLS FARGO BANK City, State/Province, Zip/Postal Code CALIFORNIA, UNITED S Country UNITED STATES- US Created On: 04/30/ :08 AM EDT Exhibit A - page 3 of 8 Page 1 of 2

25 mg Case MFW Doc 140 Claim Filed 1709/21/15 Part 2 Filed Entered 08/25/15 09/21/15 Desc 14:00:43 Attachment Main 1 Document Page 7 of Pg 25 12of 56 DOMAINE CHANDON INC Payment Detail Report **For Informational Purposes Only** JP.Morgan INTERMEDIARY BANK Bank ID Type NolO REFERENCE INFORMATION Payment Details INV N0:571472, , BANK TO BANK Charges Priority Remitter No Date Created Payment ID Bank Reference Settlement Reference 04/28/ :08 PM EDT JOOOOO FED Ref: 0428B1QGC06C Created On: 04/30/ :08 AM EDT Exhibit A - page 4 of 8 Page 2 of 2

26 mg Case MFW Doc 140 Claim Filed 1709/21/15 Part 2 Filed Entered 08/25/15 09/21/15 Desc 14:00:43 Attachment Main 1 Document Page 8 of Pg 26 12of 56 DOMAINE CHANDON INC Payment Detail Report **For Informational Purposes Only** J.El\1organ PAYMENT INFORMATION Account Number 8644 Payment Method Wire Bank to Bank Transfer No Account Name DOMAINE CHANDON INC. Branch Location JPMORGAN CHASE NEW YORK Beneficiary Bank Country UNITED STATES- US Bank Name JPMORGAN CHASE BANK, N.A. Bank Id Payment Amount USD 38, Value Date: 04/16/2015 Status: Completed ROUTING INFORMATION BENEFICIARY Beneficiary ID Type Account Number Account Number 3213 Beneficiary Name ACCOUNT ABILITIES Address Line BROADWAY 13TH FLOOR City, State/Province, Zip/Postal Code NEW YORK NY Country UNITED STATES- US~ BENEFICIARY BANK Bank ID Type United States FED ABA Address Line MONTGOMERY STREET,SAN FRANCISCO United States FED ABA Bank Name WELLS FARGO BANK City, State/Province, Zip/Postal Code CALIFORNIA,UNITED S Country UNITED STATES- US Created On: 04/30/ :00 AM EDT Exhibit A - page 5 of 8 Page 1 of 2

27 mg Case MFW Doc 140 Claim Filed 1709/21/15 Part 2 Filed Entered 08/25/15 09/21/15 Desc 14:00:43 Attachment Main 1 Document Page 9 of Pg 27 12of 56 DOMAINE CHANDON INC Payment Detail Report **For Informational Purposes Only** J.EMorgan INTERMEDIARY BANK Bank ID Type No ID REFERENCE INFORMATION Payment Details INV NO: , , , ,570151,570155,570153, , , BANK TO BANK Charges Priority Remitter No Date Created Payment ID Bank Reference Settlement Reference 04/16/201511:58AM EDT JOOOOO FED Ref: 0416B1QGC03C Created On: 04/30/ :00 AM EDT Exhibit A - page 6 of 8 Page 2 of 2

28 Case mg MFW Doc 140 Claim Filed 1709/21/15 Part 2 Filed Entered 08/25/15 09/21/15 Desc 14:00:43 Attachment Main 1 Document Page 10 of Pg 28 12of 56 DOMAINE CHANDON INC Payment Detail Report **For Informational Purposes Only** J.EMorgan PAYMENT INFORMATION Account Number 8644 Payment Method Wire Bank to Bank Transfer No Account Name DOMAINE CHANDON INC. Branch Location JPMORGAN CHASE NEW YORK Beneficiary Bank Country UNITED STATES- US Bank Name JPMORGAN CHASE BANK, N.A. Bank Id Payment Amount USD 34, Value Date: 05/28/2015 Status: Completed ROUTING INFORMATION BENEFICIARY Beneficiary ID Type Account Number Account Number 3213 Beneficiary Name ACCOUNT ABILITIES Address Line BROADWAY 13TH FLOOR City, State/Province, Zip/Postal Code NEW YORK NY Country UNITED STATES- US BENEFICIARY BANK Bank ID Type United States FED ABA Address Line MONTGOMERY STREET,SAN FRANCISCO United States FED ABA Bank Name WELLS FARGO BANK City, State/Province, Zip/Postal Code CALIFORNIA, UNITED S Country UNITED STATES- US Created On: 05/28/ :42PM EDT Exhibit A - page 7 of 8 Page 1 of 2

29 Case mg MFW Doc 140 Claim Filed 1709/21/15 Part 2 Filed Entered 08/25/15 09/21/15 Desc 14:00:43 Attachment Main 1 Document Page 11 of Pg 29 12of 56 DOMAINE CHANDON INC Payment Detail Report **For Informational Purposes Only** or,an. J EM, +.. g INTERMEDIARY BANK Bank ID Type No ID REFERENCE INFORMATION Payment Details INV N0:574156, , , , , BANK TO BANK Charges Remitter Priority No Date Created Payment ID Bank Reference Settlement Reference 05/28/ :53 PM EDT JOOOOO FED Ref: 0528B1QGC04C Created On: 05/28/ :42PM EDT Exhibit A - page 8 of 8 Page 2 of 2

30 Pg 30 of 56 EXHIBIT C Claim 3 DOCS_NY: /001

31 mg Claim 3-1 Filed 09/04/15 Pg 1 of mg Doc 140 Filed 09/21/15 Entered 09/21/15 14:00:43 Main Document Pg 31 of 56

32 mg Claim 3-1 Filed 09/04/15 Pg 2 of mg Doc 140 Filed 09/21/15 Entered 09/21/15 14:00:43 Main Document Pg 32 of 56

33 mg Claim 3-1 Filed 09/04/15 Pg 3 of mg Doc 140 Filed 09/21/15 Entered 09/21/15 14:00:43 Main Document Pg 33 of 56

34 mg Claim 3-1 Filed 09/04/15 Pg 4 of mg Doc 140 Filed 09/21/15 Entered 09/21/15 14:00:43 Main Document Pg 34 of 56

35 mg Claim 3-1 Filed 09/04/15 Pg 5 of mg Doc 140 Filed 09/21/15 Entered 09/21/15 14:00:43 Main Document Pg 35 of 56

36 mg Claim 3-1 Filed 09/04/15 Pg 6 of mg Doc 140 Filed 09/21/15 Entered 09/21/15 14:00:43 Main Document Pg 36 of 56

37 mg Claim 3-1 Filed 09/04/15 Pg 7 of mg Doc 140 Filed 09/21/15 Entered 09/21/15 14:00:43 Main Document Pg 37 of 56

38 mg Claim 3-1 Filed 09/04/15 Pg 8 of mg Doc 140 Filed 09/21/15 Entered 09/21/15 14:00:43 Main Document Pg 38 of 56

39 mg Claim 3-1 Filed 09/04/15 Pg 9 of mg Doc 140 Filed 09/21/15 Entered 09/21/15 14:00:43 Main Document Pg 39 of 56

40 mg Claim 3-1 Filed 09/04/15 Pg 10 of mg Doc 140 Filed 09/21/15 Entered 09/21/15 14:00:43 Main Document Pg 40 of 56

41 mg Claim 3-1 Filed 09/04/15 Pg 11 of mg Doc 140 Filed 09/21/15 Entered 09/21/15 14:00:43 Main Document Pg 41 of 56

42 mg Claim 3-1 Filed 09/04/15 Pg 12 of mg Doc 140 Filed 09/21/15 Entered 09/21/15 14:00:43 Main Document Pg 42 of 56

43 mg Claim 3-1 Filed 09/04/15 Pg 13 of mg Doc 140 Filed 09/21/15 Entered 09/21/15 14:00:43 Main Document Pg 43 of 56

44 mg Claim 3-1 Filed 09/04/15 Pg 14 of mg Doc 140 Filed 09/21/15 Entered 09/21/15 14:00:43 Main Document Pg 44 of 56

45 Pg 45 of 56 Declaration of Matt Wood DOCS_NY: /001

46 Pg 46 of 56

47 Pg 47 of 56

48 Pg 48 of 56 EXHIBIT 1 Payment Records DOCS_DE: /001

49 Pg 49 of 56 DOMAINE CHANDON INC Payment Detail Report **For Informational Purposes Only** J.EMorgan PAYMENT INFORMATION Account Number 8644 Payment Method Wire Bank to Bank Transfer No Account Name DOMAINE CHANDON INC. Branch Location JPMORGAN CHASE NEW YORK Beneficiary Bank Country UNITED STATES- US Bank Name JPMORGAN CHASE BANK, N.A. Bank Id Payment Amount USD 23, Value Date: 05/12/2015 Status: Completed ROUTING INFORMATION BENEFICIARY Beneficiary ID Type Account Number Account Number 3213 Beneficiary Name ACCOUNT ABILITIES Address Line BROADWAY 13TH FLOOR City, State/Province, Zip/Postal Code NEW YORK NY Country UNITED STATES- US BENEFICIARY BANK Bank ID Type United States FED ABA United States FED ABA Bank Name WELLS FARGO BANK Address Line MONTGOMERY STREET,SAN FRANCISCO City, State/Province, Zip/Postal Code CALIFORNIA, UNITED S Country UNITED STATES- US Created On: 05/26/ :37PM EDT Exhibit A - page 1 of 8 Page 1 of 2

50 Pg 50 of 56 DOMAINE CHANDON INC Payment Detail Report **For Informational Purposes Only** J.EI\1organ INTERMEDIARY BANK Bank ID Type No ID REFERENCE INFORMATION Payment Details INV N0: , , BANKTOBANK Charges Remitter Priority No Date Created Payment ID Bank Reference Settlement Reference 05/12/ :59 PM EDT JOOOOO FED Ref: 0512B1QGC02C Created On: 05/26/ :37PM EDT Exhibit A - page 2 of 8 Page 2 of 2

51 Pg 51 of 56 DOMAINE CHANDON INC Payment Detail Report **For Informational Purposes Only** J.EMorgan PAYMENT INFORMATION Account Number 8644 Payment Method Wire Bank to Bank Transfer No Account Name DOMAINE CHANDON INC. Branch Location JPMORGAN CHASE NEW YORK Beneficiary Bank Country UNITED STATES- US Bank Name JPMORGAN CHASE BANK, NA Bank Id Payment Amount USD 15, Value Date: 04/28/2015 Status: Completed ROUTING INFORMATION BENEFICIARY Beneficiary ID Type Account Number Account Number 3213 Beneficiary Name ACCOUNT ABILITIES Address Line BROADWAY 13TH FLOOR City, State/Province, Zip/Postal Code NEW YORK NY Country UNITED STATES- US~ BENEFICIARY BANK Bank ID Type United States FED ABA Address Line MONTGOMERY STREET,SAN FRANCISCO United States FED ABA Bank Name WELLS FARGO BANK City, State/Province, Zip/Postal Code CALIFORNIA, UNITED S Country UNITED STATES- US Created On: 04/30/ :08 AM EDT Exhibit A - page 3 of 8 Page 1 of 2

52 Pg 52 of 56 DOMAINE CHANDON INC Payment Detail Report **For Informational Purposes Only** JP.Morgan INTERMEDIARY BANK Bank ID Type NolO REFERENCE INFORMATION Payment Details INV N0:571472, , BANK TO BANK Charges Priority Remitter No Date Created Payment ID Bank Reference Settlement Reference 04/28/ :08 PM EDT JOOOOO FED Ref: 0428B1QGC06C Created On: 04/30/ :08 AM EDT Exhibit A - page 4 of 8 Page 2 of 2

53 Pg 53 of 56 DOMAINE CHANDON INC Payment Detail Report **For Informational Purposes Only** J.El\1organ PAYMENT INFORMATION Account Number 8644 Payment Method Wire Bank to Bank Transfer No Account Name DOMAINE CHANDON INC. Branch Location JPMORGAN CHASE NEW YORK Beneficiary Bank Country UNITED STATES- US Bank Name JPMORGAN CHASE BANK, N.A. Bank Id Payment Amount USD 38, Value Date: 04/16/2015 Status: Completed ROUTING INFORMATION BENEFICIARY Beneficiary ID Type Account Number Account Number 3213 Beneficiary Name ACCOUNT ABILITIES Address Line BROADWAY 13TH FLOOR City, State/Province, Zip/Postal Code NEW YORK NY Country UNITED STATES- US~ BENEFICIARY BANK Bank ID Type United States FED ABA Address Line MONTGOMERY STREET,SAN FRANCISCO United States FED ABA Bank Name WELLS FARGO BANK City, State/Province, Zip/Postal Code CALIFORNIA,UNITED S Country UNITED STATES- US Created On: 04/30/ :00 AM EDT Exhibit A - page 5 of 8 Page 1 of 2

54 Pg 54 of 56 DOMAINE CHANDON INC Payment Detail Report **For Informational Purposes Only** J.EMorgan INTERMEDIARY BANK Bank ID Type No ID REFERENCE INFORMATION Payment Details INV NO: , , , ,570151,570155,570153, , , BANK TO BANK Charges Priority Remitter No Date Created Payment ID Bank Reference Settlement Reference 04/16/201511:58AM EDT JOOOOO FED Ref: 0416B1QGC03C Created On: 04/30/ :00 AM EDT Exhibit A - page 6 of 8 Page 2 of 2

55 Pg 55 of 56 DOMAINE CHANDON INC Payment Detail Report **For Informational Purposes Only** J.EMorgan PAYMENT INFORMATION Account Number 8644 Payment Method Wire Bank to Bank Transfer No Account Name DOMAINE CHANDON INC. Branch Location JPMORGAN CHASE NEW YORK Beneficiary Bank Country UNITED STATES- US Bank Name JPMORGAN CHASE BANK, N.A. Bank Id Payment Amount USD 34, Value Date: 05/28/2015 Status: Completed ROUTING INFORMATION BENEFICIARY Beneficiary ID Type Account Number Account Number 3213 Beneficiary Name ACCOUNT ABILITIES Address Line BROADWAY 13TH FLOOR City, State/Province, Zip/Postal Code NEW YORK NY Country UNITED STATES- US BENEFICIARY BANK Bank ID Type United States FED ABA Address Line MONTGOMERY STREET,SAN FRANCISCO United States FED ABA Bank Name WELLS FARGO BANK City, State/Province, Zip/Postal Code CALIFORNIA, UNITED S Country UNITED STATES- US Created On: 05/28/ :42PM EDT Exhibit A - page 7 of 8 Page 1 of 2

56 Pg 56 of 56 DOMAINE CHANDON INC Payment Detail Report **For Informational Purposes Only** or,an. J EM, +.. g INTERMEDIARY BANK Bank ID Type No ID REFERENCE INFORMATION Payment Details INV N0:574156, , , , , BANK TO BANK Charges Remitter Priority No Date Created Payment ID Bank Reference Settlement Reference 05/28/ :53 PM EDT JOOOOO FED Ref: 0528B1QGC04C Created On: 05/28/ :42PM EDT Exhibit A - page 8 of 8 Page 2 of 2