HAHN & HAHNLLP - Stretto
Transcript of HAHN & HAHNLLP - Stretto
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MDP\36846.00001\2080181.11
HAHN & HAHN LLP DEAN G. RALLIS JR., State Bar No. 94266 E-Mail: [email protected] MATTHEW D. PHAM, State Bar No. 287704 E-Mail: [email protected] 301 E. COLORADO BLVD., NINTH FLOOR PASADENA, CALIFORNIA 91101-1977 Telephone: (626) 796-9123 Facsimile: (626) 449-7357 AIMAN-SMITH & MARCY, P.C. JOHN LOFTON, State Bar No. 222259 E-Mail: [email protected] 7677 OAKPORT STREET, SUITE 1150 OAKLAND, CALIFORNIA 94621 Telephone: (510) 817-2711 Facsimile: (510) 562-6830 Attorneys for Nanette Kearney, Creditor and Putative Class Representative
UNITED STATES BANKRUPTCY COURT
NORTHERN DISTRICT OF CALIFORNIA, OAKLAND DIVISION
In re GALILEO LEARNING, LLC,
Debtor.1
Case Nos. 20-40857 (RLE) 20-40858 (RLE) Chapter 11 (Jointly Administered) CLASS REPRESENTATIVE’S MOTION FOR ORDER APPLYING CIVIL RULE 23 TO CLAIMS ADMINISTRATION PROCESS AND AUTHORIZING FILING OF CLASS PROOF OF CLAIM; MEMORANDUM OF POINTS AND AUTHORITIES; DECLARATIONS OF NANETTE KEARNEY, JOHN LOFTON, AND DEAN G. RALLIS JR. Date: September 2, 2020 Time: 2:00 p.m. Place: 1300 Clay Street
Courtroom 201 Oakland, California 94612
In re GALILEO LEARNING FRANCHISING LLC, Debtor.
Affects GALILEO LEARNING, LLC
Affects GALILEO LEARNING
FRANCHISING LLC,
1 These cases are being jointly administered, and all documents for either case should be filed in lead case number
20-40857 (RLE). The last four digits of each Debtor’s federal tax identification number are as follows: Galileo Learning, LLC (9453) and Galileo Learning Franchising LLC (5638). The mailing address for the Debtors is 1021 3rd Street, Oakland, California 94607.
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Nanette Kearney, creditor and putative class representative (the “Class Representative”),
on behalf of herself and other similarly situated creditors, hereby moves (the “Motion”), pursuant
to 11 U.S.C. §§ 105(a), 501, and 502, Rule 23 of the Federal Rules of Civil Procedure (the “Civil
Rules” or “Rules”), Rules 3001, 3002, 3003, 7023, and 9014 of the Federal Rules of Bankruptcy
Procedure (the “Bankruptcy Rules”), for entry of an order applying Civil Rule 23 to the claims
administration process in the above-captioned chapter 11 case of the debtor and debtor in
possession Galileo Learning, LLC (“Galileo”) and authorizing the Class Representative to file a
class proof of claim on behalf of the class of certain creditors as defined herein.2
By this Motion, the Class Representative requests that this Court exercise its discretion and
apply Civil Rule 23, via Bankruptcy Rule 7023, via Bankruptcy Rule 9014(c), to the claims
administration process in Galileo’s chapter 11 case, such that she may file a class proof of claim
therein on behalf of the class defined as follows (the “Class”):
All individuals who paid money to or for the benefit of Galileo, prior to the
filing of its chapter 11 petition, as a full or partial deposit, advance, or payment for any of Galileo’s since-canceled in-person camp programs scheduled for 2020 and any goods or services related thereto, but excluding any individual who received a return or refund of all such money paid to or for the benefit of Galileo through a chargeback with their payment issuer or otherwise.
If the Class is certified as proposed, the Class Representative intends to file, with the Court’s
permission and on behalf of the estimated 10,125 members in the Class, a class proof of claim,
tentatively asserting a claim of $10,998,550.08, of which $10,798,032.61 will be asserted as a
priority claim and the remaining $200,517.47 will be asserted as a nonpriority claim.
In this case, the applicable factors weigh in favor of the Court applying Civil Rule 23 and
allowing the filing of a class proof of claim as (1) the putative Class had no reasonable opportunity
to be certified prepetition, (2) the Class members did not receive sufficient notice that they may
need to file a proof of claim, and (3) the certification of the Class would not adversely affect the
administration of Galileo’s case and will have a beneficial impact thereon. Additionally, the four
2 Additional creditors have expressed interest in also becoming putative class representatives, but
they have not formally accepted that role. In the event that they do, a supplement to the Motion will be filed to seek their appointment as class representatives, along with Ms. Kearney.
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prerequisites of numerosity, commonality, typicality, and adequacy of representation under
Rule 23(a) have been satisfied with respect to the putative Class. And lastly, the relevant
requirements have been satisfied such that the Court may certify the Class as a “mandatory” class
under Rule 23(b)(1)(B) or, in the alternative, as an “opt-out” class under Rule 23(b)(3).
The Class Representative’s Motion is based on the accompanying memorandum of points
and authorities and declarations of Nanette Kearney, John Lofton, and Dean G. Rallis Jr., the
pleadings and papers on file in the above-captioned chapter 11 cases, and any further evidence or
argument presented at the hearing on the Motion.
WHEREFORE, the Class Representative respectfully requests that the Court enter an order
1. Granting the Motion;
2. Applying Civil Rule 23, via Bankruptcy Rule 7023, via Bankruptcy Rule 9014(c),
to the claims administration process in Galileo’s chapter 11 case;
3. Certifying the Class as a “mandatory” class under Civil Rule 23(b)(1)(B) or, in the
alternative, as an “opt-out” class under Civil Rule 23(b)(3);
4. Authorizing the Class Representative to file a class proof of claim on behalf of the
Class to assert the Class Claim in Galileo’s chapter 11 case;
5. Appointing the law firms Aiman-Smith & Marcy, P.C. and Hahn & Hahn LLP as
co-counsel for the Class under Civil Rule 23(g); and
6. Providing for such other and further relief as this Court deems appropriate under
the circumstances.
DATED: August 5, 2020 HAHN & HAHN LLP By: /s/ Matthew D. Pham Matthew D. Pham
Attorneys for Nanette Kearney, Creditor and Putative Class Representative
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TABLE OF CONTENTS Page
1. PRELIMINARY STATEMENT ........................................................................................ 1
2. FACTUAL AND PROCEDURAL BACKGROUND ........................................................ 1
2.1 The District Court Action....................................................................................... 1
2.2 The Chapter 11 Cases. ........................................................................................... 2
2.2.1 The Scheduled Claims of the Customer Creditors. .......................... 2
2.2.2 The 110% Credit and 50% Coupon Options. ................................... 4
2.2.3 The Claims Bar Date....................................................................... 4
2.3 The Proposed Class Claim. .................................................................................... 5
3. ARGUMENT .................................................................................................................... 6
3.1 The Permissibility of Class Proofs of Claim. .......................................................... 6
3.2 Applying Civil Rule 23 to the Claims Administration Process Is Beneficial. .......... 8
3.2.1 The Putative Class Had No Opportunity to Be Certified Prepetition. ..................................................................................... 9
3.2.2 The Class Members Did Not Receive Sufficient Notice that They May Need to File a Proof of Claim....................................... 10
3.2.3 Class Certification Will Have a Beneficial Impact on Case Administration. ............................................................................. 13
3.3 The Civil Rule 23 Requirements for Class Certification Are Satisfied. ................. 15
3.3.1 The Four Prerequisites Under Civil Rule 23(a) Are Met. ............... 16
3.3.2 The Requirements Under Civil Rule 23(b)(1)(B) Are Met. ............ 20
3.3.3 In the Alternative, the Requirements Under Civil Rule 23(b)(3) Are Met. ......................................................................... 23
3.4 In the Alternative, the Court Should Extend the Claims Bar Date to Allow the Customer Creditors to File Individual Proofs of Claim. .................................. 25
4. CONCLUSION ............................................................................................................... 25
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TABLE OF AUTHORITIES
Page(s)
Cases
AARP v. First Alliance Mortg. Co. (In re First Alliance Mortg. Co.), 269 B.R. 428 (C.D. Cal. 2001) .............................................................................................. 9
Amchem Prods., Inc. v. Windsor, 521 U.S. 591 (1997) ............................................................................................................ 23
In re ATD Corp., 278 B.R. 758 (Bankr. N.D. Ohio 2002) ............................................................................... 11
Birting Fisheries, Inc. v. Lane (In re Birting Fisheries, Inc.), 92 F.3d 939 (9th Cir. 1996) ................................................................................................... 6
Certified Class in the Charter Sec. Litig. v. Charter Co. (In re Charter Co.), 876 F.2d 866 (11th Cir. 1989) ........................................................................................... 5, 6
In re Chaparral Energy, Inc., 571 B.R. 642 (Bankr. D. Del. 2017) .............................................................................. 7, 8, 9
Dresser Indus., Inc. v. Rite Autotronics Corp. (In re Rite Autotronics Corp.), 27 B.R. 599 (B.A.P. 9th Cir. 1982) ...................................................................................... 11
Dukes v. Wal-Mart Stores, Inc., 603 F.3d 571 (9th Cir. 2010) ......................................................................................... 17, 19
Ellis v. Costco Wholesale Corp., 657 F.3d 970 (9th Cir. 2011) ............................................................................................... 18
In re Ephedra Prods. Liab. Litig., 329 B.R. 1 (S.D.N.Y. 2005) ............................................................................................ 7, 13
Evon v. Law Offices of Sidney Mickell, 688 F.3d 1015 (9th Cir. 2012) ............................................................................................. 16
Fed. Ins. Co. v. Caldera Med., Inc., Case No. 2:15-cv-00393-SVW-PJW, 2017 WL 11037391 (C.D. Cal. Jan. 31, 2017) .................................................................................................................................. 21
In re Frascella Enters., Inc., 360 B.R. 435 (Bankr. E.D. Pa. 2007) ................................................................................... 14
Gentry v. Siegel, 668 F.3d 83 (4th Cir. 2012) ......................................................................................... 7, 8, 25
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Green v. Occidental Petroleum Corp., 541 F.2d 1335 (9th Cir. 1976) ............................................................................................. 21
Hanon v. Dataproducts Corp., 976 F.2d 497 (9th Cir. 1992) ............................................................................................... 19
Appeal of Huddleston (In re Am. Reserve Corp.), 840 F.2d 487 (7th Cir. 1988) ................................................................................................. 6
In re Longo, 144 B.R. 305 (Bankr. D. Md. 1992) .................................................................................... 14
Madison Assocs. v. Baldante (In re Madison Assocs.), 183 B.R. 206 (Bankr. C.D. Cal. 1995) ........................................................................... 19, 21
Mazza v. Am. Honda Motor Co., 666 F.3d 581 (9th Cir. 2012) ............................................................................................... 17
Meyer v. Portfolio Recovery Assocs., LLC, 707 F.3d 1036 (9th Cir. 2012) .................................................................................... 18
In re MF Global Inc., 512 B.R. 757 (Bankr. S.D.N.Y. 2014) .......................................................................... passim
In re Mortg. & Realty Trust, 125 B.R. 575 (Bankr. C.D. Cal. 1991) ................................................................................. 14
Mortland v. Certified Parking Attendants, LLC (In re Certified Parking Attendants, LLC), Case No. C 11-00747 JSW, 2012 WL 525516 (N.D. Cal. Feb. 16, 2012) .......................... 6, 7
In re Motors Liquidation Co., 447 B.R. 150 (Bankr. S.D.N.Y. 2011) ................................................................................... 7
In re Musicland Holding Corp., 362 B.R. 644 (Bankr. S.D.N.Y. 2007) .......................................................................... passim
Ortiz v. Fibreboard Corp., 527 U.S. 815 (1999) ............................................................................................................ 21
Palmdale Hills Prop., LLC v. Lehman Commercial Paper, Inc. (In re Palmdale Hills Prop., LLC), 457 B.R. 29 (B.A.P. 9th Cir. 2011) ........................................................................................ 6
Pioneer Inv. Servs. Co. v. Brunswick Assocs. Ltd. P’ship, 507 U.S. 380 (1993) ............................................................................................................ 11
Reid v. White Motor Corp., 886 F.2d 1462 (6th Cir. 1989) ............................................................................................... 6
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In re Sacred Heart Hosp. of Norristown, 177 B.R. 16 (Bankr. E.D. Pa. 1995)............................................................................... 10, 13
Salazar v. McDonald (In re Salazar), 430 F.3d 992 (9th Cir. 2005) ............................................................................................... 14
Schuman v. Connaught Grp., Ltd. (In re Connaught Grp., Ltd.), 491 B.R. 88 (Bankr. S.D.N.Y. 2013) ........................................................................... 7, 9, 13
Valentino v. Carter-Wallace, Inc., 97 F.3d 1227 (9th Cir. 1996) ............................................................................................... 24
In re Verity Health Sys. of Cal., Inc., Case No. 2:18-bk-20151-ER, 2019 WL 2461688 (Bankr. C.D. Cal. June 11, 2019) .......................................................................................................................... 7, 8, 15
Wal-Mart Stores, Inc. v. Dukes, 564 U.S. 338 (2011) ............................................................................................................ 16
Walker v. Life Ins. Co. of the Sw., 953 F.3d 624 (9th Cir. 2020) ......................................................................................... 23, 24
Wolin v. Jaguar Land Rover N. Am., LLC, 617 F.3d 1168 (9th Cir. 2010) ............................................................................................. 24
In re Woodward & Lothrop Holdings, Inc., 205 B.R. 365 (Bankr. S.D.N.Y. 1997) ................................................................................. 13
Zinser v. Accufix Research Inst., Inc., 253 F.3d 1180 (9th Cir. 2001) ....................................................................................... 21, 24
Statutes
11 U.S.C. § 105(a) ...................................................................................................................... 1
11 U.S.C. § 501 ...................................................................................................................... 1, 7
11 U.S.C. § 502 ...................................................................................................................... 1, 7
11 U.S.C. § 502(c) ...................................................................................................................... 6
11 U.S.C. § 507(a)(7) ...................................................................................................... 3, 14, 24
11 U.S.C. § 1111(a) .................................................................................................................. 11
11 U.S.C. § 1129(a)(9)(B) ......................................................................................................... 15
Other Authorities
Fed. R. Bankr. P. 3001 ........................................................................................................ 1, 6, 7
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Fed. R. Bankr. P. 3002 ............................................................................................................ 1, 7
Fed. R. Bankr. P. 3003 ................................................................................................................ 1
Fed. R. Bankr. P. 3003(b)(1) ..................................................................................................... 11
Fed. R. Bankr. P. 3003(c)(2) ..................................................................................................... 11
Fed. R. Bankr. P. 7023 .................................................................................................. 1, 7, 8, 15
Fed. R. Bankr. P. 9014 ............................................................................................................ 1, 7
Fed. R. Bankr. P. 9014(c) ............................................................................................................ 7
Fed. R. Civ. P. 23 ............................................................................................................... passim
Fed. R. Civ. P. 23(a) ..................................................................................................... 15, 16, 20
Fed. R. Civ. P. 23(a)(1) ............................................................................................................. 16
Fed. R. Civ. P. 23(a)(1)–(4)....................................................................................................... 16
Fed. R. Civ. P. 23(a)(2) ............................................................................................................. 17
Fed. R. Civ. P. 23(a)(3) ............................................................................................................. 18
Fed. R. Civ. P. 23(a)(4) ............................................................................................................. 19
Fed. R. Civ. P. 23(b) ........................................................................................................... 15, 20
Fed. R. Civ. P. 23(b)(1) ............................................................................................................. 21
Fed. R. Civ. P. 23(b)(1)(B)....................................................................................... 15, 20, 21, 23
Fed. R. Civ. P. 23(b)(3) ............................................................................................ 15, 21, 23, 24
Fed. R. Civ. P. 23(c)(2) ............................................................................................................. 21
Fed. R. Civ. P. 23(c)(3) ............................................................................................................. 21
H.R. Rep. No. 95-595 (1978) .................................................................................................... 14
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MEMORANDUM OF POINTS AND AUTHORITIES
Pursuant to §§ 105(a), 501, and 502 of title 11 of the United States Code (the “Bankruptcy
Code” or “Code”), Rule 23 of the Federal Rules of Civil Procedure (the “Civil Rules” or “Rules”),
Rules 3001, 3002, 3003, 7023, and 9014 of the Federal Rules of Bankruptcy Procedure (the
“Bankruptcy Rules”), Nanette Kearney, creditor and putative class representative (the “Class
Representative”), on behalf of herself and other similarly situated creditors, moves (the “Motion”)
for entry of an order applying Civil Rule 23 to the claims administration process in the above-
captioned chapter 11 case of the debtor and debtor in possession Galileo Learning, LLC
(“Galileo”) and authorizing the Class Representative to file a class proof of claim on behalf of the
class of certain creditors as defined herein.
The Class Representative’s Motion is supported by this memorandum, as well as the
accompanying declarations of Nanette Kearney (the “Kearney Declaration”), John Lofton (the
“Lofton Declaration”), and Dean G. Rallis Jr. (the “Rallis Declaration”).
1. PRELIMINARY STATEMENT
The Class Representative seeks to file a class proof of claim on behalf of the putative class
of thousands of customer creditors who never received refunds of their deposits paid to Galileo.
Not only would the class-claim device be a benefit to the customer creditors by ensuring that none
of them are left behind for failing to file their own individual proof of claim, but it would also
benefit Galileo by making the Class Representative the point person for Galileo in negotiating and
formulating a plan of reorganization that is acceptable to the class. With the customer creditors
holding priority consumer-deposit claims, for which they can effectively demand to be paid in full
on a plan’s effective date, and Galileo not having sufficient cash to make such a payment,
Galileo’s best chance at confirming a plan will truly hinge on working out a consensual plan with
the class. Thus, for the benefit of the customer creditors and Galileo, the Class Representative
requests that the Court grant the Motion and allow the proposed class proof of claim to be filed.
2. FACTUAL AND PROCEDURAL BACKGROUND
2.1 The District Court Action.
On April 23, 2020, Nanette Kearney, on behalf of herself and others similarly situated,
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filed a class action complaint against Galileo, Galileo Learning Franchising LLC (“Galileo
Franchising” and together, with Galileo, the “Debtors”), and their principal Glen Tripp
(collectively, the “Defendants”) in the United States District Court for the Northern District of
California (the “District Court”), commencing the civil action captioned as Kearney v. Galileo
Learning, LLC, et al. and bearing Case No. 3:20-cv-02807-JCS (the “District Court Action”). See
Lofton Decl. ¶ 3. In the District Court Action, the law firm Aiman-Smith & Marcy, P.C. (“Aiman-
Smith & Marcy”) was retained as counsel for Ms. Kearney and the putative class. See id.
The complaint alleged that the Defendants received deposits for spring and summer camps
from thousands of individuals, then abruptly canceled those camps, and thereafter refused to
refund the deposits to those individuals. Id. ¶ 4 & Ex. 1. As to Ms. Kearney, she signed up for her
child to attend two of Galileo’s camps scheduled for June and July 2020 and paid a $400 deposit
in February 2020. See Kearney Decl. ¶ 3. After learning that Galileo had canceled all of its camps,
Ms. Kearney attempted to obtain a refund in April 2020 but was unsuccessful. See id. ¶¶ 5–6.
Ms. Kearney sought to have a class certified, requesting that the class be defined as “[a]ll
individuals who paid Defendants for spring and/or summer camps that were canceled by
Defendants without refund during the Class Period.” Lofton Decl. ¶ 5 & Ex. 1, at 7. However, the
automatic stay arising out of these chapter 11 cases stayed the District Court Action as against the
Debtors, and no class has been certified by the District Court to date. Id. ¶ 5.
2.2 The Chapter 11 Cases.
On May 6, 2020 (the “Petition Date”)—less than two weeks following the commencement
of the District Court Action—the Debtors each filed a voluntary petition under chapter 11 of the
Bankruptcy Code, commencing the above-captioned chapter 11 cases. In connection with these
cases, Aiman-Smith & Marcy continues to be retained as class-action counsel for Ms. Kearney and
the putative class, while the law firm Hahn & Hahn LLP (“Hahn & Hahn”) was also retained as
bankruptcy counsel. See Lofton Decl. ¶ 6; Rallis Decl. ¶ 3.
2.2.1 The Scheduled Claims of the Customer Creditors.
In its schedule E, Galileo listed 10,125 “customer” creditors who collectively hold claims
totaling $10,998,550.08 on account of “customer deposits” (with individual claims ranging from
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$20 to $8,324), of which $10,798,032.61 is scheduled as priority claims under § 507(a)(7) of the
Bankruptcy Code and the remaining $200,517.47 purportedly represents nonpriority claims.1 See
Sch. E Attach. to Sch. E/F, at 1–171, ECF No. 84. In addition, in its schedule F, Galileo listed
another 605 “customer” creditors holding nonpriority claims totaling $618,387 on account of a
“customer credit balance” (which individually range from $319 to $4,588) and an additional 53
“customer” creditors holding nonpriority claims totaling $6,361.39 on account of a “customer
claim” (which individually range from $4.50 to $2,294).2 See Sch. F Attach. to Sch. E/F, at 1–11,
ECF No. 84. None of the 10,783 creditors listed as a “customer” on schedule E or F can be
identified with an actual name or complete address, and Galileo has instead identified them with a
customer number and an associated city, state, and zip code. See Sch. E Attach. to Sch. E/F, at 1–
171; Sch. F Attach. to Sch. E/F, at 1–11.
At first glance, it appears that none of the scheduled claims held by a “customer” creditor
have been scheduled as contingent, unliquidated, or disputed. See Sch. E Attach. to Sch. E/F, at 1–
171; Sch. F Attach. to Sch. E/F, at 1–11. However, in its notes and disclosures preceding the
schedules, Galileo included the following prefatory language relating to all scheduled claims:
Claims Description. Schedules D and E/F permit each Debtor to designate a Claim as “disputed,” “contingent,” and/or “unliquidated.” Any failure to designate a Claim on a given Debtor’s Schedules and Statements as “disputed,” “contingent,” or “unliquidated” does not constitute an admission by that Debtor that such amount is not “disputed,” “contingent,” or “unliquidated,” or that such Claim is not subject to objection. The Debtors reserve all of their rights to dispute, or assert offsets or defenses to, any claim reflected on their respective Schedules and Statements on any grounds, including liability or classification. Additionally, the Debtors expressly reserve all of their rights to subsequently designate such claims as “disputed,” “contingent” or “unliquidated.” Moreover, listing a Claim does not constitute an admission of liability by the Debtors.
Global Notes, Methodology & Specific Disclosures 9, ECF No. 84.
1 The $200,517.47 figure purportedly represents the aggregate of those amounts of any individual
claim exceeding the $3,025 statutory cap under § 507(a)(7). Out of the 10,125 “customer” creditors holding claims for “customer deposits,” it appears that only 273 of them hold a claim that exceeds that statutory cap. See Sch. E Attach. to Sch. E/F, at 1–5.
2 It is unclear what these claims held by “customer” creditors on schedule F specifically represent and whether these creditors would be part of the proposed Class (as defined below).
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2.2.2 The 110% Credit and 50% Coupon Options.
At the outset of these cases, Galileo moved for approval to offer “settlement” options to
the customer creditors who had paid deposits for Galileo’s since-canceled camp programs in lieu
of them retaining their prepetition claim against Galileo. See Stlmt. Mot. 1–2, ECF No. 11. In the
motion, Galileo acknowledged that “some 10,585 families . . . had paid, in the aggregate,
approximately $11,636,780 . . . in ‘tuition’ for this Summer’s programs.” Id. at 3:13–15.
After Ms. Kearney made an informal objection to the motion, Galileo and Ms. Kearney
extensively negotiated the consensual terms of the options offered and form of the notice sent to
the customer creditors. See Rallis Decl. ¶¶ 4–5. In the end, the Court authorized Galileo to honor
any prepetition claim of a customer creditor by offering them two options: (1) a credit equal to
110% of their claim, which can be applied to any of Galileo’s camp programs until May 31, 2025
(the “110% Credit”), or (2) an unlimited-use coupon for 50% off of any of Galileo’s camp
programs until May 31, 2025 (the “50% Coupon”). See Order Granting Stlmt. Mot. 2:16–25 &
Ex. A, at 1–2, ECF No. 48. The court-approved notice informed a customer creditor that an
election of either option had to be made within 30 days but that making an election was entirely
voluntary. See id. Ex. A, at 2. If no election was made, a customer creditor retained their
prepetition claim and all rights with respect thereto, and the two options would be made available
again to them in the future as part of a plan of reorganization. See id. Ex. A, at 3.
At this time, the Class Representative is unaware as to the number of the customer
creditors who have elected the 110% Credit or the 50% Coupon.
2.2.3 The Claims Bar Date.
As set forth in the amended notice of the Debtors’ chapter 11 cases (the “Chapter 11
Notice”), the Court set September 8, 2020, as the deadline for any nongovernmental creditor to file
a proof of claim in the Debtors’ cases (the “Claims Bar Date”). See Am. Ch. 11 Notice 2, ECF
No. 52. The notice also included, in relevant part, the following language:
Your claim will be allowed in the amount scheduled unless: • your claim is designated as disputed, contingent, or unliquidated;
• you file a proof of claim in a different amount; or
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• you receive another notice.
If your claim is not scheduled or if your claim is designated as disputed, contingent, or unliquidated, you must file a proof of claim or you might not be paid on your claim and you might be unable to vote on a plan. You may file a proof of claim even if your claim is scheduled. You may review the schedules at the bankruptcy clerk’s office or online at www.pacer.gov or at https://cases.stretto.com/galileo.
Id. (emphasis in original). The Chapter 11 Notice was purportedly served on thousands of the
Debtors’ creditors on May 21, 2020, by first class mail or email. See Cert. of Serv., ECF No. 55.
As of August 2, 2020, 101 proofs of claim have been filed in Galileo’s case, of which
approximately 94 appear to have been filed by individuals (i.e., likely customer creditors). See
Rallis Decl. Ex. 3. And out of those 94, only about 33 have asserted a priority claim. See id.
2.3 The Proposed Class Claim.
In these chapter 11 cases, the Class Representative seeks the certification of a class of
similarly situated creditors, which she proposes to be formally defined as follows (the “Class”):
All individuals who paid money to or for the benefit of Galileo, prior to
the filing of its chapter 11 petition, as a full or partial deposit, advance, or payment for any of Galileo’s since-canceled in-person camp programs scheduled for 2020 and any goods or services related thereto, but excluding any individual who received a return or refund of all such money paid to or for the benefit of Galileo through a chargeback with their payment issuer or otherwise.
To the extent permitted by the Court, the definition of the Class is intended to include
those individuals who have already made a postpetition election for the 110% Credit or 50%
Coupon on account of their prepetition claim. While those individuals have effectively elected
their claim treatment, most, if not all, of them have unlikely received the full benefit of that elected
treatment at this time (i.e., the full value of the 110% Credit has not been used or the full five-year
period to redeem the 50% Coupon has not passed). Accordingly, the Class Representative
contends that it is appropriate for those individuals to be a part of the Class.
On behalf of the estimated 10,125 individuals in the putative Class, the Class
Representative is prepared to file a class proof of claim in Galileo’s case, tentatively asserting a
claim of $10,998,550.08 (the “Class Claim”), of which $10,798,032.61 will be asserted as a
priority claim and the remaining $200,517.47 will be asserted as a nonpriority claim. Nevertheless,
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the Class Representative is amenable to having the Class Claim later estimated under § 502(c) of
the Bankruptcy Code for confirmation-related purposes to take into account the postpetition
chargebacks successfully obtained by any Class members that would have the effect of removing a
member from the Class and reducing the overall amount of the Class Claim.
3. ARGUMENT
3.1 The Permissibility of Class Proofs of Claim.
As a general matter, filing a class proof of claim in a bankruptcy case is permitted in the
Ninth Circuit. See Birting Fisheries, Inc. v. Lane (In re Birting Fisheries, Inc.), 92 F.3d 939, 939–
40 & n.1 (9th Cir. 1996) (per curiam) (citing Reid v. White Motor Corp., 886 F.2d 1462 (6th Cir.
1989); Certified Class in the Charter Sec. Litig. v. Charter Co. (In re Charter Co.), 876 F.2d 866
(11th Cir. 1989); Appeal of Huddleston (In re Am. Reserve Corp.), 840 F.2d 487 (7th Cir. 1988))
(concluding that the Bankruptcy Code “should be construed to allow class claims” and concurring
in the Sixth, Seventh, and Eleventh Circuits’ decisions on the issue without further discussion);
see also Palmdale Hills Prop., LLC v. Lehman Commercial Paper, Inc. (In re Palmdale Hills
Prop., LLC), 457 B.R. 29, 50 (B.A.P. 9th Cir. 2011) (“Rule 3001 allows class proofs of claim.”);
Mortland v. Certified Parking Attendants, LLC (In re Certified Parking Attendants, LLC), Case
No. C 11-00747 JSW, 2012 WL 525516, at *3 (N.D. Cal. Feb. 16, 2012) (“Class claims, pursuant
to [Civil Rule] 23, are permissible in bankruptcy court.”). Those courts recognizing the
permissibility of class proofs of claim have acknowledged that the class-claim device is consistent
with the fundamental goals and objectives of the bankruptcy process:
[T]he bankruptcy statute has the goal of facilitating creditor compensation. It would be incongruous for this bedrock policy to be thwarted by reading a procedural limitation into the Code. Bankruptcy also seeks to achieve equitable distribution of the estate. Persons holding small claims, who absent class procedures might not prosecute them, are no less creditors under the Code than someone with a large, easily filed claim. Applying Rule 23 to filing procedures will bring all claims forward, as contemplated by the Bankruptcy Code.
Charter Co., 876 F.2d at 871; see also Reid, 886 F.2d at 1469 (noting that allowing class proofs of
claim was the “more equitable resolution”); Am. Reserve, 840 F.2d at 489 (“Outside of
bankruptcy, class actions aggregate claims and permit both compensation and deterrence that are
otherwise impossible. The same debts should be pursued inside bankruptcy.”).
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The Bankruptcy Code and Bankruptcy Rules do not explicitly address the procedure or
requirements for a representative to file a proof of claim on behalf of a class, see 11 U.S.C.
§§ 501, 502; Fed. R. Bankr. P. 3001, 3002, so courts instead look to Civil Rule 23, which governs
class certification in nonbankruptcy cases, see In re Motors Liquidation Co., 447 B.R. 150, 156
(Bankr. S.D.N.Y. 2011). While Rule 23 is automatically made applicable in adversary
proceedings, see Fed. R. Bankr. P. 7023, the rule does not apply in contested matters arising in the
bankruptcy case unless the court has directed its application in a specific matter, see Fed. R.
Bankr. P. 9014(c) (excluding Bankruptcy Rule 7023 from Part VII rules that apply in contested
matters but providing that a “court may at any stage in a particular matter direct that one or more
of the other rules in Part VII shall apply”). Thus, for a class proof of claim to be considered
properly filed, “the proponent must seek to apply [Civil Rule] 23 through Rule 7023 by filing a
motion under Rule 9014.”3 Certified Parking Attendants, 2012 WL 525516, at *3 (citing Reid, 886
F.2d at 1470–71); see also Gentry v. Siegel, 668 F.3d 83, 93 (4th Cir. 2012) (“Civil Rule 23
factors do not become an issue until the bankruptcy court determines that Rule 7023 applies by
granting a Rule 9014 motion.”).
Courts generally engage in a two-step analysis in deciding whether to certify a class in the
context of a bankruptcy case and permit the filing of a class proof of claim. See In re Chaparral
Energy, Inc., 571 B.R. 642, 646 (Bankr. D. Del. 2017), aff’d, C.A. No. 17-701 (MN), 2019 WL
4643849 (D. Del. Sept. 24, 2019); see, e.g., In re Verity Health Sys. of Cal., Inc., Case No. 2:18-
bk-20151-ER, 2019 WL 2461688, at *7 (Bankr. C.D. Cal. June 11, 2019); In re MF Global Inc.,
512 B.R. 757, 763 (Bankr. S.D.N.Y. 2014). First, the court must make the threshold determination
of whether applying Civil Rule 23, via Bankruptcy Rule 7023, via Bankruptcy Rule 9014(c), to
3 To the extent that a party argues that a class proof of claim had to be filed prior to the Court
adjudicating this Motion, the Class Representative contends that the Motion, by asserting the proposed Class Claim, constitutes an informal proof of claim, see Schuman v. Connaught Grp., Ltd. (In re Connaught Grp., Ltd.), 491 B.R. 88, 94 & n.5 (Bankr. S.D.N.Y. 2013), and that the Motion is not otherwise premature, see In re Ephedra Prods. Liab. Litig., 329 B.R. 1, 6–7 (S.D.N.Y. 2005) (providing that class claimants could file class-certification motion “[f]rom the moment the Chapter 11 petition was filed” and “before they filed their proofs of claim”).
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the claims administration process is beneficial. See Chaparral Energy, 571 B.R. at 646. If so, the
court must then determine whether the class-certification requirements under Civil Rule 23 are
satisfied. See id. In the end, whether to certify a class claim is within the court’s discretion. See id.
As detailed herein, this Court should exercise its discretion and allow the Class
Representative to file a class proof of claim on behalf of the Class. The Motion has been filed and
will be heard early enough in Galileo’s case such that the class proof of claim can be filed before
the Claims Bar Date and well in advance of any plan being filed, sent out for voting, or confirmed.
In fact, the certification of the Class, the members of which each hold a priority claim entitled to
specific plan treatment under the Bankruptcy Code, will have a beneficial impact on the
administration of Galileo’s case by allowing Galileo to communicate with a single point of
contact—i.e., the Class Representative—in any negotiations over a plan’s treatment of the Class
members’ claims. In addition, all of the relevant Rule 23 requirements for class certification have
been satisfied with respect to the Class, such that a class proof of claim may be properly filed.
3.2 Applying Civil Rule 23 to the Claims Administration Process Is Beneficial.
As to the first step, applying Civil Rule 23 to the claims administration process in Galileo’s
case and allowing the Class Representative to file a class proof of claim will be beneficial.
For the first step, courts have relied upon the three-factor test espoused in In re Musicland
Holding Corp., 362 B.R. 644 (Bankr. S.D.N.Y. 2007), to determine whether Rule 23 should be
applied to the claims administrative process. See, e.g., Verity Health, 2019 WL 2461688, at *8–9
(concluding that Musicland factors weighed in favor of applying Rule 23); Chaparral Energy, 571
B.R. at 646–50 (similar); MF Global, 512 B.R. at 763–65 (similar). Under the test, a court
considers (1) whether the class was certified prepetition, (2) whether the members of the putative
class received notice of the claims bar date, and (3) whether class certification will adversely
affect the administration of the bankruptcy case. Musicland, 362 B.R. at 644. “No one factor is
dispositive; a factor may take on more or less importance in any given case.” Chaparral Energy,
571 B.R. at 646. In the end, the three-factor analysis is intended to address “whether the benefits
of applying Rule 7023 (and Civil Rule 23) are superior to the benefits of the standard bankruptcy
claims procedures.” Gentry, 668 F.3d at 93.
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Here, on balance, the Musicland factors weigh strongly in favor of applying Rule 23.
3.2.1 The Putative Class Had No Opportunity to Be Certified Prepetition.
First, while the Class Representative concedes that a class was not certified in the District
Court Action prior to the commencement of these chapter 11 cases, the lack of prepetition class
certification is not fatal. See AARP v. First Alliance Mortg. Co. (In re First Alliance Mortg. Co.),
269 B.R. 428, 445 (C.D. Cal. 2001) (rejecting “notion that class procedures should only be used
where a class was certified in a non-bankruptcy context” (citing Charter Co., 876 F.2d at 868)).
Indeed, in numerous cases, courts have exercised their discretion and applied Rule 23 to allow a
class proof of claim notwithstanding the class not being certified prepetition. See Chaparral
Energy, 571 B.R. at 646 (citing cases) (applying Civil Rule 23 despite class action being pending
for five years before bankruptcy filing without class being certified).
Furthermore, where prepetition class certification is effectively impossible, the first
Musicland factor should be considered irrelevant or neutral. See MF Global, 512 B.R. at 763;
Connaught Grp., 491 B.R. at 98. For instance, in MF Global, former employees of the debtor, who
were terminated upon the debtor entering liquidation, filed a class claim for unpaid accrued
vacation time, which was objected to on the basis that the claim did not meet the requirements for
class certification. See 512 B.R. at 761–62. Nevertheless, in analyzing the first Musicland factor,
the bankruptcy court acknowledged that with the class claim arising out of the same reasons that
precipitated the bankruptcy, “the issue of prepetition certification loses its relevance, since there
will seldom be time to file a class action complaint and certify a class before the petition date.” Id.
at 763. Also, in Connaught Group, where a former employee of the debtor sought to certify a class
of former employees terminated immediately prior to the bankruptcy filing and not given the
sufficient notice required by the WARN Act, the bankruptcy court similarly recognized how such
circumstances made the issue of prepetition class certification irrelevant to the analysis:
[The debtor] discharged the class members a few days before the bankruptcy cases were commenced and before litigation could have occurred, much less class certification within that litigation. In essence, this is a class created by the bankruptcy itself. Hence, this factor cannot be entitled to any weight because it would foreclose WARN Act classes in virtually all bankruptcy cases.
491 B.R. at 98.
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The circumstances in this case are analogous to those in MF Global and Connaught Group,
such that this Court should likewise conclude that the first Musicland factor is irrelevant or neutral
here as well. Galileo’s cancelation of its camp programs and failure to provide refunds in April
2020 served as the basis for the claims asserted in the District Court Action and were also likely
the primary contributing factors to Galileo needing to seek bankruptcy relief. Though the putative
Class might not be viewed as having been created by the bankruptcy itself (as evidenced by the
Class Representative initiating the class action litigation prior to the Petition Date), the Debtors’
chapter 11 cases were only filed less than two weeks after the District Court Action began. Given
the short time span from when Galileo’s breaches took place to when the District Court Action
was initiated to when the Debtors’ petitions were filed, there was clearly no reasonable
opportunity for the class-certification issue to be litigated and adjudicated in the District Court
prior to the bankruptcy filing, thereby making prepetition class certification effectively impossible.
For these reasons, the first Musicland factor is irrelevant or neutral and does not weigh
against this Court applying Civil Rule 23 in this case.
3.2.2 The Class Members Did Not Receive Sufficient Notice that They May Need
to File a Proof of Claim.
Next, while the putative Class members may have received notice of the Claims Bar Date,
none of them received sufficiently clear notice as to whether they needed to file a proof of claim.
For the second Musicland factor, which considers “whether the members of the putative
class received notice of the bar date,” 362 B.R. at 654, “the bankruptcy court must weigh the issue
of whether it is appropriate to give the class members what may amount to an additional
opportunity to meet an otherwise applicable bar date,” In re Sacred Heart Hosp. of Norristown,
177 B.R. 16, 22 (Bankr. E.D. Pa. 1995). Thus, “if the putative unnamed class members have
clearly received actual or constructive notice of the bankruptcy case and the bar date, denial of the
implementation of the class proof of claim device appears advisable.” Id. (emphasis added).
To start with, the Class Representative does not require an extension of the Claims Bar
Date to timely file the class proof of claim. Assuming that the Court promptly grants the Motion
following the September 2 hearing, the Class Representative intends to file the class proof of
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claim before the Claims Bar Date (of September 8, 2020). The fact that the Court need not extend
the Claims Bar Date when allowing the filing of the class proof of claim weighs in favor of
applying Rule 23 in this case. Cf. MF Global, 512 B.R. at 763–64 (noting that issue of “notice of
the bar date is often critical, because courts have declined to apply Rule 23 on the basis that class
certification would constitute an improper extension of the bar date for potential claimants who
were served with notice but did not file timely proofs of claim”).
Second, and perhaps more importantly, even if all putative Class members received notice
of the date by which a proof of claim needed to be filed, they did not receive constitutionally
sufficient notice as to whether they may need to file a proof of claim.
“Constitutional due process requires that notice of a claims bar date be fundamentally fair
and reasonably calculated to apprise interested parties.” In re ATD Corp., 278 B.R. 758, 763
(Bankr. N.D. Ohio 2002) (internal quotation marks omitted). That is, in such a notice, “the bar
date in a bankruptcy case should be prominently announced and accompanied by an explanation of
its significance.” Pioneer Inv. Servs. Co. v. Brunswick Assocs. Ltd. P’ship, 507 U.S. 380, 398
(1993). In addition, in the context of a chapter 11 case—where a creditor whose claim is
scheduled, but not as disputed, contingent, or unliquidated, need not file a proof of claim and is
deemed to hold an allowed claim in the amount scheduled, see 11 U.S.C. § 1111(a); Fed. R.
Bankr. P. 3003(b)(1), (c)(2)—creditors are entitled to notice of whether their claim has been
scheduled as disputed, contingent, or unliquidated such that they reasonably understand whether
they need to file a proof of claim or not, cf. ATD Corp., 278 B.R. at 760–64 (concluding that
ambiguous bar date order and notice that purportedly required all creditors to file proof of claim,
including those holding claim deemed allowed, could not be interpreted in that manner as it
“would run afoul of [creditors’] due process rights” and allow debtor “to do a procedural end-run
around the constitutional requirement that Debtor provide scheduled creditors with notice that it
disputes their debts”); Dresser Indus., Inc. v. Rite Autotronics Corp. (In re Rite Autotronics
Corp.), 27 B.R. 599, 602 (B.A.P. 9th Cir. 1982) (“[W]here a debtor questions the quality of a
claim thereby placing the creditor in a position of potential default and loss, due process would
call for specific notice to the creditor.”).
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Here, the putative Class members may have received notice of the Claims Bar Date via the
Chapter 11 Notice purportedly served on them on May 21, 2020, but the Chapter 11 Notice,
together with Galileo’s schedules, did not provide any Class member with enough information or
explanation reasonably calculated to apprise them of how Galileo scheduled their claim and
whether they needed to file a proof of claim to preserve their rights. Specifically, the Chapter 11
Notice initially informed a creditor that “[y]our claim will be allowed in the amount scheduled
unless . . . your claim is designated as disputed, contingent, or unliquidated” and “[i]f your claim
is not scheduled or if your claim is designated as disputed, contingent, or unliquidated, you must
file a proof of claim,” and then the notice provided instructions on where to review the schedules.
See Am. Ch. 11 Notice 2. Yet, any Class member who proceeded to review Galileo’s schedules
would likely face significant difficulty in navigating them and comprehending what they provided
and how that affected their rights. First, a member may not find their claim on the schedules due to
the schedules omitting the specific name or address associated with any claim held by a
“customer” creditor. See Sch. E Attach. to Sch. E/F, at 1–171; Sch. F Attach. to Sch. E/F, at 1–11.
Second, even if a Class member was able to locate their scheduled claim, which would appear to
not be scheduled by Galileo as disputed, contingent, or unliquidated, the member may not realize
that within the 20 pages of notes and disclosures preceding the schedules is prefatory language
suggesting that Galileo does consider the claim to be disputed, contingent, or unliquidated. See
Global Notes, Methodology & Specific Disclosures 9 (“Any failure to designate a Claim on a
given Debtor’s Schedules . . . as ‘disputed,’ ‘contingent,’ or ‘unliquidated’ does not constitute an
admission by that Debtor that such amount is not ‘disputed,’ ‘contingent,’ or ‘unliquidated.’). In
other words, Galileo made it impossible for a Class member to determine whether their claim had
been scheduled in a manner that compelled them to file a proof of claim to protect their claim.
Even if the Class members received notice of the Claims Bar Date (i.e., the date by which a
proof of claim needed to be filed), the issues in the Chapter 11 Notice and Galileo’s schedules
made it so there was no notice fundamentally fair or reasonably calculated to apprise a member as
to whether they needed to file a proof of claim. As a result, the second Musicland factor should
weigh in favor of the Court applying Rule 23 and allowing the filing of a class proof of claim.
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3.2.3 Class Certification Will Have a Beneficial Impact on Case Administration.
Lastly, the certification of the putative Class would not adversely affect the administration
of Galileo’s case and may even have a beneficial impact thereon.
The third Musicland factor considers “whether class certification will adversely affect the
administration of the case.” 362 B.R. at 654. For this factor, “a pervasive theme is avoiding undue
delay in the administration of the case,” and a court “may decline to apply Rule 23 if doing so
would . . . ‘gum up the works’ of distributing the estate.” Ephedra, 329 B.R. at 5 (quoting In re
Woodward & Lothrop Holdings, Inc., 205 B.R. 365, 376 (Bankr. S.D.N.Y. 1997)). “As the case
moves toward its conclusion, it is more likely that a delay in resolving the certification will
interfere with the administration of the estate.” Woodward & Lothrop, 205 B.R. at 370. For
example, “[i]f the class plaintiff sits silently and does not raise the issue of certification until after
the plan has been negotiated, and certification would adversely affect the timing or possibility of
confirmation, there are good reasons to deny certification.” Connaught Grp., 491 B.R. at 98.
Here, there is nothing to suggest that the certification of the Class would threaten to delay
or otherwise adversely affect the case administration. First, this three-month-old chapter 11 case is
still relatively new, and the Class Representative would be filing the class proof of claim before
the Claims Bar Date and well before any plan has been filed, sent out for voting, or confirmed,
thereby creating no new disruption to case administration. Cf. Sacred Heart, 177 B.R. at 23 (“It is
clearly disruptive to the formulation of a plan to frustrate a debtor’s logical assumptions regarding
the amounts of total claims by compelling the debtor to alter or extend an established bar date.”).
Second, given that Galileo has largely identified the customer creditors (who would be part of the
Class) and the amounts of their claims as evidenced by its schedules and has generally
acknowledged its liability on those claims, any additional discovery to fully resolve the Class
Claim would likely be minimal. Cf. Ephedra, 329 B.R. at 5 (reasoning that class certification
would interfere with distributions under liquidating plan due to need for post-certification
“discovery on the merits and the bankruptcy equivalent of a trial” for the class claim). And third,
ever since Ms. Kearney negotiated with Galileo early in the case to improve the 110% Credit and
50% Coupon options offered to the customer creditors, Galileo should have been aware of her
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intention to pursue the Class Claim on behalf of the Class. Cf. MF Global, 512 B.R. at 765
(rejecting argument that class certification would cause waste of estate assets and delay trustee’s
progress in resolving claims where trustee “has known for some time of the Claimants’ intent to
pursue their claims . . . through the claims process”). That the Class Representative is now
formally pursuing class certification by this Motion should be of no surprise to Galileo.
Furthermore, certification of the Class may, in fact, have a beneficial impact on the
administration of Galileo’s case as it will allow Galileo to efficiently work with the Class
Representative toward a consensual plan that adequately treats the claims within the Class. Not
only would the Class Representative be acting on behalf of the Class and its members in any
negotiations,4 but the Class Representative (and her counsel) would also represent a single point of
contact for Galileo, alleviating it of the administrative burden of having to individually negotiate
with hundreds or thousands of creditors holding relatively small claims. That is a legitimate
possibility in this case as all of the Class members hold a consumer-deposit claim with priority
status (up to $3,025) under § 507(a)(7) of the Bankruptcy Code,5 which is entitled to certain plan
treatment. Specifically, the Code requires that a plan treat the consumer-deposit claims as follows:
4 On plan voting, the Class Representative’s position is that she can vote on behalf of all
members of the Class. See In re Frascella Enters., Inc., 360 B.R. 435, 453 n.40 (Bankr. E.D. Pa. 2007) (suggesting that class certification in chapter 11 case calls “for counting the Consumers’ class claim as one vote”). But cf. In re Mortg. & Realty Trust, 125 B.R. 575, 583 (Bankr. C.D. Cal. 1991) (“[T]he individual votes must be counted, and class representatives are permitted to vote only for those class members who have not voted individually for or against the plan.”).
5 The Code grants priority status to those “claims of individuals, to the extent of [$3,025] for each such individual, arising from the deposit, before the commencement of the case, of money in connection with the purchase, lease, or rental of property, or the purchase of services, for the personal, family, or household use of such individuals, that were not delivered or provided.” 11 U.S.C. § 507(a)(7). Among those claims are those held by “[a] consumer that pays money on a lay-away plan or as a deposit on merchandise, or that buys a service contract or a contract for lessons or a gym membership,” H.R. Rep. No. 95-595, at 188 (1978), reprinted in 1978 U.S.C.C.A.N. 5963, 6148–49, as well as tuition payments made to a school, see In re Longo, 144 B.R. 305, 311–12 (Bankr. D. Md. 1992). And such claims include full-payment advances for consumer goods or services as the term “deposit” is not limited to only partial-payment advances. See Salazar v. McDonald (In re Salazar), 430 F.3d 992, 996–97 (9th Cir. 2005).
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(9) Except to the extent that the holder of a particular claim has agreed to a
different treatment of such claim, the plan provides that—
. . . (B) with respect to a class of claims of a kind specified in
section . . . 507(a)(7) of this title, each holder of a claim of such class will receive—
(i) if such class has accepted the plan, deferred cash
payments of a value, as of the effective date of the plan, equal to the allowed amount of such claim; or
(ii) if such class has not accepted the plan, cash on the
effective date of the plan equal to the allowed amount of such claim;
11 U.S.C. § 1129(a)(9)(B). Due to such plan requirements and Galileo unlikely having the ability
to pay the consumer-deposit claims in full on the effective date, Galileo will need the impaired
class containing the consumer-deposit claims (i.e., the class containing the claims of the putative
Class members) to accept the plan. With such stakes at confirmation, Galileo will greatly benefit
from dealing with a single person that represents a class of thousands.
For these reasons, the third Musicland factor favors the Class Representative, and the three
factors, on balance, weigh in favor of the Court exercising its discretion and applying Rule 23 to
the claims administration process in Galileo’s case.
3.3 The Civil Rule 23 Requirements for Class Certification Are Satisfied.
Having met her burden establishing the benefit derived from the use of the class-claim
device in Galileo’s case, the Class Representative now turns to the second step of the analysis:
Demonstrating that the class certification requirements under Civil Rule 23 are satisfied. See
Verity Health, 2019 WL 2461688, at *7 (“Only if the Court determines that it is appropriate to
apply Bankruptcy Rule 7023 to the claims administration process does the Court proceed to
determine whether the requirements of Civil Rule 23 have been satisfied.”). In particular, for this
step, “[t]he party seeking class certification must satisfy the four requirements under [Rule] 23(a),
and one of the subparagraphs of Rule 23(b).” Musicland, 362 B.R. at 652.
As shown below, the prerequisites under Rule 23(a) and the additional requirements under
Rule 23(b)(1)(B) have been met here. Alternatively, the requirements under Rule 23(b)(3) have
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also been met. With the Class Representative satisfying all class-certification requirements, the
Court should certify the Class and allow the filing of the class proof of claim on the Class’s behalf.
3.3.1 The Four Prerequisites Under Civil Rule 23(a) Are Met.
Rule 23(a) sets forth the following four preliminary requirements for class certification:
(1) the class is so numerous that joinder of all members is impracticable; (2) there are questions of law or fact common to the class; (3) the claims or defenses of the representative parties are typical of the
claims or defenses of the class; and (4) the representative parties will fairly and adequately protect the interests
of the class.
Fed. R. Civ. P. 23(a)(1)–(4). These requirements are generally referred to as numerosity,
commonality, typicality, and adequacy of representation. “A party seeking certification must
affirmatively demonstrate his compliance with the Rule—that is, he must be prepared to prove that
there are in fact sufficiently numerous parties, common questions of law or fact, etc.” Wal-Mart
Stores, Inc. v. Dukes, 564 U.S. 338, 350 (2011) (emphasis omitted).
In this case, each of the four requirements under Rule 23(a) has been satisfied.
3.3.1.1 Numerosity.
The numerosity requirement is met if “the class is so numerous that joinder of all members
is impracticable.” Fed. R. Civ. P. 23(a)(1); see, e.g., Evon v. Law Offices of Sidney Mickell, 688
F.3d 1015, 1029 (9th Cir. 2012) (concluding that district court did not abuse discretion in finding
that putative class containing 262 members satisfied numerosity requirement).
Here, the putative Class consists of thousands of individuals who had paid a deposit to
Galileo for its since-canceled camp programs and had yet to be refunded or otherwise made whole
(with the Class explicitly excluding those who received a refund through a successful chargeback
request or otherwise). While the Class Representative, at this time, is uncertain as to a more
approximate size of the Class, various statements by Galileo, which were made under penalty of
perjury in these chapter 11 cases and the related adversary proceeding, suggest that the number
may be at least 8,000. First, in a declaration filed at the inception of these cases, Galileo’s CEO,
Glen Tripp, stated that “some 10,585 families . . . had paid, in the aggregate, approximately
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$11,636,780 . . . in ‘tuition’ for this Summer’s programs.” Tripp Decl. Supp. First Day Mots. ¶ 20,
ECF No. 13. Similarly, in its schedules, Galileo listed 10,125 “customer” creditors as holding
claims totaling $10,998,550.08 on account of “customer deposits” as of the Petition Date. See
Sch. E Attach. to Sch. E/F, at 1–171, ECF No. 84. Then, in another declaration, Galileo’s CFO,
Keith Bencher, acknowledged that as of July 2, “more than 1,900 Galileo customers have
requested a total of more than $2.1 million in Chargebacks, and $1.57 million of these
Chargebacks have occurred after the Petition Date.” Bencher Decl. Supp. T.R.O. Appl. ¶ 21, Adv.
No. 20-04025, ECF No. 2.
Though it remains to be seen how many chargebacks will be successfully obtained (which
will reduce the number of Class members), the Class will still contain thousands of members. And
having that kind of size, the Class is so numerous that joinder of all members is impracticable.
3.3.1.2 Commonality.
The commonality requirement is met if “there are questions of law or fact common to the
class.” Fed. R. Civ. P. 23(a)(2). “Commonality requires the plaintiff to demonstrate that the class
members have suffered the same injury.” Wal-Mart, 564 U.S. at 349–50 (internal quotation marks
omitted). In particular, the members’ “claims must depend upon a common contention,” and that
common contention “must be of such a nature that it is capable of classwide resolution—which
means that determination of its truth or falsity will resolve an issue that is central to the validity of
each one of the claims in one stroke.” Id. at 350 (citing “discrimination bias on the part of the
same supervisor” as example of a common contention). In the end, what matters “is not the raising
of common ‘questions’ . . . but rather the capacity of a class-wide proceeding to generate common
answers apt to drive the resolution of the litigation.” Id. (emphasis in original) (internal quotation
marks omitted). Nevertheless, “commonality only requires a single significant question of law or
fact.” Mazza v. Am. Honda Motor Co., 666 F.3d 581, 589 (9th Cir. 2012).
Here, the putative Class clearly shares common questions of law or fact. All Class
members hold essentially the same claim against Galileo (i.e., for breach of contract) based on the
common contentions that Galileo first accepted a deposit from a member for one or more of its
camp programs, then canceled all of its programs, and thereafter failed to refund the deposit back
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to the member. And those common contentions, once determined to be true, will resolve in one
fell swoop the issues of Galileo’s breach and liability as to each Class member. Indeed, with
Galileo having made blanket statements acknowledging its breaches across the board, the question
of Galileo’s liability on a classwide basis may already be effectively resolved. See Tripp Decl.
Supp. First Day Mots. ¶ 21 (“[A]t the time of cancellation of the 2020 camp season . . . Galileo
had spent a large percentage of the collected tuition . . . . Galileo could not provide full refunds to
its Customer/Creditors. Indeed, the payment of even large-percentage, partial refunds to
Customer/Creditors would have driven Galileo out of business.”); Bencher Decl. Supp. T.R.O.
Appl. ¶ 12 (“Galileo informed its customers that it would have to cancel this year’s summer camp
program and that Galileo could not refund the tuition payments to its customers.”). Furthermore,
as Galileo’s breach as to each member resulted in the member unable to recover their deposit, all
of the Class members have clearly suffered the same, common injury, with the only difference in
injury being in the amount of the deposit that each member had paid and then lost.
As the Class members’ claims are based on common contentions, the truth of which having
the capacity to drive a classwide resolution, the commonality requirement has been met.
3.3.1.3 Typicality.
The typicality requirement calls for the moving party to demonstrate that “the claims or
defenses of the representative parties are typical of the claims or defenses of the class.” Fed. R.
Civ. P. 23(a)(3). “The test of typicality is whether other members have the same or similar injury,
whether the action is based on conduct which is not unique to the named plaintiffs, and whether
other class members have been injured by the same course of conduct.” Ellis v. Costco Wholesale
Corp., 657 F.3d 970, 984 (9th Cir. 2011) (internal quotation marks omitted). And “[t]ypicality
refers to the nature of the claim or defense of the class representative, and not to the specific facts
from which it arose or the relief sought.” Id. (internal quotation marks omitted). Ultimately,
“[r]epresentative claims are ‘typical’ if they are reasonably co-extensive with those of absent class
members; they need not be substantially identical.” Meyer v. Portfolio Recovery Assocs., LLC,
707 F.3d 1036, 1042 (9th Cir. 2012) (internal quotation marks omitted).
Here, the Class Representative’s claim against Galileo is typical of the claims of the Class.
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Like the other Class members, Ms. Kearney’s injury is the loss of the deposit she paid to Galileo,
which was caused by the same course of conduct from Galileo—i.e., its wholesale cancelation of
its camp programs and universal failure to refund the money deposited by each member. Nothing
from the factual circumstances surrounding Ms. Kearney’s claim suggests that the nature of her
claim against Galileo is materially unique from the rest of the claims within the Class such that it
cannot be considered typical. Cf. Hanon v. Dataproducts Corp., 976 F.2d 497, 508–09 (9th Cir.
1992) (concluding that typicality was not met where class representative had to litigate unique
defenses asserted against him by defendant that were not asserted against other class members).
Put another way, Ms. Kearney holds a relatively simple, straightforward breach-of-contract claim
against Galileo that is nearly indistinguishable from the other members’ claims against Galileo.
Accordingly, the typicality requirement has also been met in this case.
3.3.1.4 Adequacy of Representation.
The adequacy-of-representation requirement is met if “the representative parties will fairly
and adequately protect the interests of the class.” Fed. R. Civ. P. 23(a)(4). “This factor requires:
(1) that the proposed representative Plaintiffs do not have conflicts of interest with the proposed
class, and (2) that Plaintiffs are represented by qualified and competent counsel.” Dukes v. Wal-
Mart Stores, Inc., 603 F.3d 571, 614 (9th Cir. 2010), rev’d on other grounds, 564 U.S. 338 (2011).
“Absent contrary evidence from the party opposing class certification, adequacy of representation
is generally presumed.” Madison Assocs. v. Baldante (In re Madison Assocs.), 183 B.R. 206, 217
(Bankr. C.D. Cal. 1995).
As to the Class Representative, there is nothing to suggest that she has a conflict of interest
with the putative Class or that she cannot otherwise fairly and adequately protect and represent the
Class’s interests. Ms. Kearney has shown that she is firmly committed to representing the Class in
these chapter 11 cases, as evidenced by her prepetition involvement as the lead plaintiff in the
District Court Action, her retention of class counsel, her efforts to locate other Class members, and
her role as the moderator of a Facebook group dedicated to helping those similarly situated
creditors adversely affected by Galileo’s cancelation of its camp programs and failure to provide
refunds. See Kearney Decl. ¶¶ 9–10. She also has a thorough understanding of the nature of the
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claims against Galileo, is sufficiently aware of the importance and responsibility of her individual
role as a class representative, and has a genuine and substantial concern for the progress and result
of these chapter 11 cases. See id. ¶ 11. And there is no conflict of interest between her and the
putative Class that she seeks to represent. See id. ¶ 12.
In addition, the Class Representative has retained qualified and competent counsel in
Aiman-Smith & Marcy and Hahn & Hahn, who, as co-counsel, can properly represent the interests
of the Class in these chapter 11 cases.
Aiman-Smith & Marcy is experienced in prosecuting complex class actions and has
frequently been designated as class counsel. Lofton Decl. ¶ 7. The firm has been appointed as lead
or co-lead counsel in many contested class actions and has recovered substantial monies for its
clients and class members. Id. An overview of Aiman-Smith & Marcy, including the biographies
of the attorneys rendering services in these cases, is attached as Exhibit 2 to the Lofton
Declaration.
Hahn & Hahn is well qualified to provide bankruptcy-related advice and representation,
particularly in chapter 11 cases. Rallis Decl. ¶ 7. The firm’s attorneys have extensive experience
and knowledge in matters of bankruptcy, insolvency, business reorganization, financial
restructuring, and debtor-creditor relations and in the representation of operating debtors,
creditors, creditors’ committees, and trustees in bankruptcy cases. Id. An overview of Hahn &
Hahn’s bankruptcy and financial restructuring practice group, including the biographies of the
attorneys rendering services in these cases, is attached as Exhibit 4 to the Rallis Declaration.
For these reasons, the fourth and final requirement under Rule 23(a) has also been met.
3.3.2 The Requirements Under Civil Rule 23(b)(1)(B) Are Met.
“In addition to satisfying the four elements of Rule 23(a), a proposed class must satisfy one
of the three prongs of Rule 23(b).” MF Global, 512 B.R. at 767. Here, the Class Representative
contends that Rule 23(b)(1)(B)’s requirements for certifying a “mandatory” class have been met.
Class certification is permitted under Rule 23(b)(1)(B) if
/ / /
/ / /
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MDP\36846.00001\2080181.11 21
(1) prosecuting separate actions by or against individual class members would create a risk of:
. . .
(B) adjudications with respect to individual class members that, as a
practical matter, would be dispositive of the interests of the other members not parties to the individual adjudications or would substantially impair or impede their ability to protect their interests;
Fed. R. Civ. P. 23(b)(1)(B). Unlike classes certified under Rule 23(b)(3), where members may
choose to opt out and not be bound by the judgment in the class action, classes certified under
Rule 23(b)(1) are considered mandatory, with members having no opt-out rights. See Fed. R. Civ.
P. 23(c)(2), (3); Green v. Occidental Petroleum Corp., 541 F.2d 1335, 1339–40 (9th Cir. 1976).
“Class actions are permitted under Rule 23(b)(1)(B) if separate actions inescapably will
alter the substance of the rights of others having similar claims.” Zinser v. Accufix Research Inst.,
Inc., 253 F.3d 1180, 1196 (9th Cir. 2001) (internal quotation marks omitted), amended by 273
F.3d 1266 (9th Cir. 2001). A common class action under the rule is “the limited fund class action,
aggregating claims made by numerous persons against a fund insufficient to satisfy all claims,”
and “‘[c]lassic’ limited fund class actions include claimants to . . . company assets in a liquidation
sale.” Ortiz v. Fibreboard Corp., 527 U.S. 815, 834 (1999) (internal quotation marks omitted).
While the circumstances of this case do not precisely fit into the limited-fund theory, the
rationale for certifying the Class under Rule 23(b)(1)(B) parallels the rationale for certifying a
class under the limited-fund theory. Specifically, in a limited-fund context, where the defendant’s
assets are insufficient to satisfy the claims of all plaintiffs, class certification is appropriate to
prevent some active plaintiffs from depleting the defendant’s limited pool of money through
individual actions and recoveries while leaving absent plaintiffs with nothing to recover from. See
Madison Assocs., 183 B.R. at 218 (noting that certification is proper in “the case where the claims
of all plaintiffs exceeded the assets of the defendant and hence to allow any group of individuals to
be fully compensated would impair the rights of those not in court” (quoting Green, 541 F.2d at
1340)). And such certification must be of a mandatory class because “if a class member could opt
out of a limited fund class action, pursue her claim, and collect her purse, the entire point of the
aggregate proceeding would be undermined.” Fed. Ins. Co. v. Caldera Med., Inc., Case No. 2:15-
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cv-00393-SVW-PJW, 2017 WL 11037391, at *3 (C.D. Cal. Jan. 31, 2017). In this case, analogous
risks to the Class would be present if the Class members were permitted to opt out.
The Class Representative believes Galileo does not and will not have enough cash to pay
all, or even most, of the claims in the Class in full on the effective date of a plan, which is
§ 1129(a)(9)(B)’s mandatory treatment for priority claims if the class containing such claims
rejects the plan. At the same time, the Class Representative suspects that a chapter 7 liquidation of
Galileo’s assets may only yield a modest recovery for even those holding priority claims. Thus,
the Class Representative sees working out a consensual plan of reorganization with the Debtor
(which would likely provide for payments over time) as the best opportunity for collectively
maximizing the recovery for all Class members.
However, despite the best efforts by the Class Representative to negotiate and obtain the
best possible plan treatment for the Class, if the Class members are given the option to opt out, a
small minority would have the ability to threaten the confirmation of a consensual plan and push
Galileo into liquidation, to the detriment of all members. For these chapter 11 cases, the
mechanism allowing members to opt out of the Class would likely take the form of either (1) a
plan that leaves all Class members in a single (plan) class but allows any member wishing to opt
out to vote to reject the plan or (2) a plan that permits any member wishing to opt out to elect to
have their claim removed from the class containing the remaining Class members and placed into
a separate, unimpaired class (à la a convenience class). Under the first scenario, members holding
just one-third of the amount of the claims in the Class who vote to reject the plan would be
effectively forcing Galileo to pay all claims in the Class in full on the effective date, which would
undoubtedly be infeasible.6 Under the second scenario, Galileo would be required to pay off a
smaller amount of the claims in the Class on the effective date, but if enough members made the
election, that plan would also become infeasible. In either scenario, the lack of a confirmable plan
will result in the conversion of Galileo’s case to chapter 7, in which case all Class members lose.
6 As a practical matter, Galileo’s inability to pay the claims in the Class in full on the effective
date of a plan effectively creates a limited-fund scenario.
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Due to the risk of an across-the-board reduced recovery for all Class members if the
members are allowed to opt out and act in their own self-interest, and not in the interests of the
entire Class, the Class Representative contends that the requirements for certifying the Class as a
mandatory class under Rule 23(b)(1)(B) are satisfied here.
3.3.3 In the Alternative, the Requirements Under Civil Rule 23(b)(3) Are Met.
To the extent that this Court is unwilling to certify the Class as a “mandatory” class under
Civil Rule 23(b)(1)(B), the Class Representative, in the alternative, seeks the certification of an
“opt out” class under Rule 23(b)(3), which requirements have also been met in this case.
Rule 23(b)(3) provides that class certification is permitted if
(3) the court finds that the questions of law or fact common to class members predominate over any questions affecting only individual members, and that a class action is superior to other available methods for fairly and efficiently adjudicating the controversy. The matters pertinent to these findings include:
(A) the class members’ interests in individually controlling the
prosecution or defense of separate actions; (B) the extent and nature of any litigation concerning the
controversy already begun by or against class members; (C) the desirability or undesirability of concentrating the litigation
of the claims in the particular forum; and (D) the likely difficulties in managing a class action.
Fed. R. Civ. P. 23(b)(3). This subparagraph lays out two requirements, which are generally
referred to as predominance and superiority, as well as four factors relevant to the analysis.
3.3.3.1 Predominance.
To satisfy the predominance requirement, the moving party must show that “the questions
of law or fact common to class members predominate over any questions affecting only individual
members.” Fed. R. Civ. P. 23(b)(3). “The Rule 23(b)(3) predominance inquiry tests whether
proposed classes are sufficiently cohesive to warrant adjudication by representation,” Amchem
Prods., Inc. v. Windsor, 521 U.S. 591, 623 (1997), with the “focus on whether common questions
present a significant aspect of the case and . . . can be resolved for all members of the class in a
single adjudication,” Walker v. Life Ins. Co. of the Sw., 953 F.3d 624, 630 (9th Cir. 2020)
(internal quotation marks omitted). “[I]f so, there is clear justification for handling the dispute on a
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representative rather than on an individual basis.” Id. (internal quotation marks omitted).
For largely the same reasons the commonality requirement is satisfied, the predominance
requirement has also been satisfied here. The common questions as to whether Galileo received a
deposit from a Class member, canceled its camp programs, and failed to refund the deposit to the
member represent a significant aspect of the case against Galileo (as they directly address the
issues of Galileo’s breach and liability), and those common questions can be resolved for all Class
members in a single adjudication (especially in light of Galileo’s blanket acknowledgement of its
liability). While there may be member-specific questions as to when, how, or how much a member
paid Galileo, those questions clearly do not predominate over the common questions laid out
above and do not warrant litigation on an individual basis. Instead, the putative Class is considered
sufficiently cohesive to warrant adjudication by representation.
3.3.3.2 Superiority.
For the superiority requirement, the moving party must show that “a class action is
superior to other available methods for fairly and efficiently adjudicating the controversy.” Fed. R.
Civ. P. 23(b)(3). Such superiority exists where “classwide litigation of common issues will reduce
litigation costs and promote greater efficiency.” Valentino v. Carter-Wallace, Inc., 97 F.3d 1227,
1234 (9th Cir. 1996). “In determining superiority, courts must consider the four factors of
Rule 23(b)(3).” Zinser, 253 F.3d at 1190. In the end, “[t]he purpose of the superiority requirement
is to assure that the class action is the most efficient and effective means of resolving the
controversy.” Wolin v. Jaguar Land Rover N. Am., LLC, 617 F.3d 1168, 1175 (9th Cir. 2010).
Allowing the Class Representative to assert the Class Claim on behalf of the Class is
superior to and more fair and effective than the Class members pursuing their own individual
claim. At this time, less than 100 individuals have filed a proof of claim, suggesting that either
thousands of members do not have an interest in individually controlling their claims or, more
likely, they do not fully understand how to protect their rights in the chapter 11 case (particularly
in light of the confusion created by the Chapter 11 Notice and Galileo’s schedules). On top of that,
out of those individuals who did file a proof of claim, approximately two-thirds of them appear to
be unaware that their claim is entitled to priority status under § 507(a)(7), potentially losing out on
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better plan treatment. While the Class members may inadvertently prejudice themselves when left
to their own devices, prosecuting the Class Claim would ensure that even the rights of the less
knowledgeable members are not left impaired and will be fairly treated under a plan.
In addition, the Class Representative’s prosecution of the Class Claim is desirable as it
allows her to have a seat at the table and represent the interests of the Class in any plan
negotiations. Without the Class Representative, the Class members would likely have no input on
a plan’s treatment of their claims before voting (thereby increasing the chances that a plan is
disfavored by a decisive minority of members) and would have no one to turn to who can provide
a reliable assessment of the plan (as Galileo will always recommend that they vote to accept). In
contrast, with the Class Representative involved, the Class members will have someone looking
out for their best interests, and Galileo cannot take advantage of their lack of representation.
Though some increase in costs and loss of efficiency may result from the Class
Representative participating in Galileo’s case, such participation will be more effective in
protecting the Class members’ rights, making the class-claim device the more superior method.
3.4 In the Alternative, the Court Should Extend the Claims Bar Date to Allow the
Customer Creditors to File Individual Proofs of Claim.
In the event that this Court intends to deny certification of the putative Class and disallows
the filing of a class proof of claim, the Class Representative, in the alternative, requests that the
Court extend the Claims Bar Date to allow the customer creditors to individually file their own
proofs of claim. See Gentry, 668 F.3d at 91 (“Of course, if the bankruptcy court denies the motion,
it should then establish a reasonable time within which the individual putative class members are
allowed to file individual proofs of claim.”).
4. CONCLUSION
For these reasons, the Class Representative respectfully requests that the Court enter an
order granting the Motion, applying Civil Rule 23 to the claims administration process in Galileo’s
case, and authorizing the Class Representative to file a class proof of claim on behalf of the Class.
/ / /
/ / /
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MDP\36846.00001\2080181.11 26
DATED: August 5, 2020 HAHN & HAHN LLP By: /s/ Matthew D. Pham Matthew D. Pham
Attorneys for Nanette Kearney, Creditor and Putative Class Representative
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DECLARATION OF NANETTE KEARNEY
I, Nanette Kearney, declare as follows:
1. I am a creditor and putative class representative of the putative class of similarly
situated creditors in the above-captioned chapter 11 cases of the debtors and debtors in possession
Galileo Learning, LLC (“Galileo”) and Galileo Learning Franchising LLC (“Galileo Franchising”
and together, with Galileo, the “Debtors”).
2. I make this declaration in support of the Class Representative’s Motion for Order
Applying Civil Rule 23 to Claims Administration Process and Authorizing Filing of Class Proof of
Claim (the “Motion”). Where the matters stated in this declaration are statements of fact that are
within my personal knowledge, they are true and correct. Where the matters stated in this
declaration are statements of fact that are not within my personal knowledge, they are based upon
information and belief and are true and correct to the best of my knowledge, information, and
belief. If called to testify, I could and would, without waiver of any applicable privilege, testify
competently to the matters stated in this declaration.
3. On or about February 10, 2020, I signed up for my child to attend two of Galileo’s
weeklong in-person camp programs scheduled for June 8–12, 2020, and July 13–17, 2020, and
paid $400 via credit card as a deposit, all of which was done online through Galileo’s website
(https://galileo-camps.com/). After signing up and paying, I received an email from Galileo (from
the email address [email protected]), which included a receipt and confirmation of my
purchase. For each weeklong camp program, in addition to purchasing the basic program
(originally priced at $509), I also purchased morning extended care (originally priced at $39) and
afternoon/evening extended care (originally priced at $79). After scholarships/financial assistance
and discounts/coupons were applied to my transaction, the final price for each weeklong camp
program was $200.
4. On or about March 16, 2020, I received another email from Galileo, informing me
that Galileo, at that time, was still expecting to run its 2020 camp programs as planned but that in
the event that it canceled its camp programs, “your entire purchase will be credited back to your
Galileo account and may be applied toward a Galileo camp purchase in 2021, 2022 or 2023 (at
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MDP\36846.00001\2088182.3 2
2020 prices).” In other words, Galileo would not be offering refunds to its customers.
5. On or about April 16, 2020, I received another email from Galileo, informing me
that it was canceling all of its in-person camp programs scheduled for summer 2020 and that it
was not going to be refunding any money to its customers. More specifically, on the subject of
refunds, Galileo’s email stated as follows:
As for your 2020 enrollment fees, we are automatically crediting them to your Galileo account for future use. As much as we would like to provide the option for a cash refund, the financial situation described above makes that impossible. The only way to both deliver to you the full value of your investment in camp, and to continue to serve our mission in the future, is to provide credit as follows:
• Usable anytime in the next 5 years (by 12/31/2025) • Transferable to siblings and friends • Can be used for:
o Spring/Summer 2020 virtual program offerings. o Galileo school-year programs. o Future Galileo summer camps. o Donate some or all of your balance to the Galileo Innovation for All fund,
which will provide low income students with financial aid for our virtual camp and next year’s offering.
o We’ve worked it out with our friends at DIY.org so you can use your credit for an annual membership in their incredible offering of creative classes, projects, and challenges.
o We will work to add more options over time, including options for smaller, live camps if the opportunity presents itself.
Look for an email explaining the mechanics of using your credit in the coming weeks. 6. Thereafter, I made multiple attempts to request a refund from Galileo of the $400
deposit that I had previously paid. I was adamant about obtaining a refund, rather than accepting
Galileo’s offered credit, as I believed that Galileo was contractually or legally obligated to refund
my money and I viewed Galileo keeping my deposit as me essentially giving Galileo an interest-
free loan that I never agreed to give. My efforts to request a refund from Galileo included calling
Galileo’s phone number listed on its website multiple times (where no one ever responded to or
returned my calls), sending multiple emails to Galileo (where all I ever received in response was
an automated email stating that Galileo was dealing with a high volume of emails), and making a
visit to Galileo’s headquarters in Oakland, California (which was not open to the public). In the
end, I was never able to reach or communicate with a live Galileo agent or representative in order
to even ask for a refund.
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MDP\36846.00001\2088182.3 3
7. On or about April 22, 2020, I formally retained Aiman-Smith & Marcy, P.C. to
represent me, as lead plaintiff and putative class representative, in filing a class action lawsuit
against the Debtors and their principal Glen Tripp.
8. On or about April 27, 2020, I received another email from Galileo, reiterating that
it was not going to be refunding any money to its customers by stating, “The hard truth is that as
much as we would have liked to offer full, or even half, refunds to all camper families, that simply
was not an option given our financial situation.” In that email, Galileo also requested that
I complete a survey as to my preference on various options (e.g., credit, refund, donation, etc.):
By Sunday, May 3, please complete the short survey below related to credit, donations, and refunds. Once we have responses in hand, we will add them up and determine if the requests for refunds are within our financial means. If we hear from a very large percentage of you, and if the vast majority are open to receiving credit, then we could potentially offer a refund to those who request it and need it most. But if we receive refund requests beyond our financial means, we will have to reevaluate the best path forward.
I promptly completed and submitted the online survey, where I indicated that I preferred to receive
a 100% refund. I, however, never received a refund.
9. In mid-April 2020, during my efforts to investigate how I could obtain a refund
from Galileo, I came across some online posts on the Nextdoor social networking platform, which
were written by two individuals also trying to figure out how to obtain a refund from Galileo.
I then contacted and communicated with those individuals to discuss possible options to
recovering our money, and we decided that we should raise awareness of our shared predicament
and locate other individuals or families adversely affected by Galileo’s cancelation of its camp
programs and failure to issue refunds in order to improve our collective power.
10. To get out the word, I spoke with multiple media outlets about Galileo. In addition,
on the Facebook social networking platform, we started a private group named “Concerned 2020
Camp Galileo Families for Covid-19 Refunds” (for which I serve as a moderator), which is open
to all those affected individuals and provides them with a forum to discuss their respective
situations, ask questions, gather information, network with and help other affected individuals, and
crowdsource possible solutions for recovering money from Galileo. That Facebook group now has
476 members. In addition to reading countless Facebook posts from affected individuals sharing
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MDP\36846.00001\2088182.3 4
their respective situations, I have also personally spoken to between a dozen to two dozen affected
individuals about their respective situations, and I believe that all of those situations essentially
mirror my own (i.e., they paid a deposit to Galileo for a since-canceled camp program and they
have been unable to obtain a refund).
11. Through all of the work that I have done (as described above), I have a thorough
understanding of the nature of the claims against Galileo, am sufficiently aware of the importance
and responsibility of my individual role as a class representative, and have a genuine and
substantial concern for the progress and result of these chapter 11 cases.
12. To the best of my knowledge and information, I am not aware of any conflicts of
interest between me and the putative class of similarly situated creditors or of any other
circumstances that would prevent me from fairly and adequately representing and protecting the
interests of that class.
I declare under penalty of perjury under the laws of the United States of America that the
foregoing is true and correct and that this declaration was executed on August 5, 2020, at Walnut
Creek, California.
Nanette Kearney
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MDP\36846.00001\2088239.4 1
DECLARATION OF JOHN LOFTON
I, John Lofton, declare as follows:
1. I am an attorney licensed to practice before this Court and of counsel with the law
firm Aiman-Smith & Marcy, P.C. (“Aiman-Smith & Marcy”), co-counsel to creditor and putative
class representative Nanette Kearney in the above-captioned chapter 11 cases of the debtors and
debtors in possession Galileo Learning, LLC (“Galileo”) and Galileo Learning Franchising LLC
(“Galileo Franchising” and together, with Galileo, the “Debtors”).
2. I make this declaration in support of the Class Representative’s Motion for Order
Applying Civil Rule 23 to Claims Administration Process and Authorizing Filing of Class Proof of
Claim (the “Motion”). Where the matters stated in this declaration are statements of fact that are
within my personal knowledge, they are true and correct. Where the matters stated in this
declaration are statements of fact that are not within my personal knowledge, they are derived
from information provided to me by Ms. Kearney or Aiman-Smith & Marcy or based upon
information and belief and are true and correct to the best of my knowledge, information, and
belief. If called to testify, I could and would, without waiver of any applicable privilege, testify
competently to the matters stated in this declaration. I am duly authorized to make this declaration
on behalf of Aiman-Smith & Marcy.
3. Ms. Kearney retained Aiman-Smith & Marcy to represent her, as lead plaintiff and
putative class representative, in filing a class action lawsuit against the Debtors and their principal
Glen Tripp (collectively, the “Defendants”). Thereafter, on April 23, 2020, Aiman-Smith &
Marcy, on behalf of Ms. Kearney, filed a class action complaint against the Defendants in the
United States District Court for the Northern District of California (the “District Court”),
commencing the civil action captioned as Kearney v. Galileo Learning, LLC, et al. and bearing
Case No. 3:20-cv-02807-JCS (the “District Court Action”). A true and correct of that complaint is
attached hereto as Exhibit 1.
4. In the District Court Action, Ms. Kearney’s complaint alleged that the Defendants
received deposits for spring and summer camps from thousands of individuals, then abruptly
canceled those camps, and thereafter refused to refund the deposits to those individuals.
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MDP\36846.00001\2088239.4 2
5. In the District Court Action, Aiman-Smith & Marcy, on behalf of Ms. Kearney,
sought to have a class certified pursuant to Rule 23 of the Federal Rules of Civil Procedure,
requesting that the class be defined as “[a]ll individuals who paid Defendants for spring and/or
summer camps that were canceled by Defendants without refund during the Class Period.”
However, the automatic stay arising out of the Debtors’ chapter 11 cases stayed the District Court
Action as against the Debtors, and no class has been certified by the District Court to date.
6. In connection with the Debtors’ chapter 11 cases, Ms. Kearney, in her capacity as
putative class representative of the putative class of similarly situated creditors, has continued to
retain Aiman-Smith & Marcy as class-action counsel and has also retained the law firm
Hahn & Hahn LLP (“Hahn & Hahn”) as bankruptcy counsel.
7. As set forth in the Motion, Aiman-Smith & Marcy and Hahn & Hahn seek to be
appointed as co-counsel for the putative class under Rule 23(g) of the Federal Rules of Civil
Procedure. Aiman-Smith & Marcy is qualified and competent in class-action-related matters and,
partnered with Hahn & Hahn, can properly represent the interests of the putative class in the
Debtors’ chapter 11 cases. Aiman-Smith & Marcy is experienced in prosecuting complex class
actions and has frequently been designated as class counsel. The firm has been appointed as lead
or co-lead counsel in many contested class actions and has recovered substantial monies for its
clients and class members. An overview of Aiman-Smith & Marcy, including the biographies of
the attorneys rendering services in these chapter 11 cases, is attached hereto as Exhibit 2. The
information contained in Exhibit 2 is correct to the best of my knowledge based on information
provided to me by the attorneys of Aiman-Smith & Marcy.
I declare under penalty of perjury under the laws of the United States of America that the
foregoing is true and correct and that this declaration was executed on August 5, 2020, at Oakland,
California.
John Lofton
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EXHIBIT 1
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_______________________________________________________________________________________________ COMPLAINT
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RANDALL B. AIMAN-SMITH (124599) JOHN A. LOFTON, ESQ. (222259) Aiman-Smith & Marcy, P.C. 7677 Oakport Street, Suite 1150 Oakland, CA 94621 Telephone: 510-817-2711 Facsimile: 510-562-6830 Email: [email protected]
Attorneys for Plaintiff Nanette Kearney
UNITED STATES DISTICT COURT
NORTHERN DISTICT OF CALIFORNIA
NANETTE KEARNEY, an individual,
Plaintiff,
v.
GALILEO LEARNING, LLC, a California limited liability company; GALILEO LEARNING FRANCHISING LLC, a California limited liability company; GLEN TRIPP, an individual; and DOES 1-10, inclusive,
Defendants.
Case No.
CLASS ACTION COMPLAINT
DEMAND FOR JURY TRIAL
Plaintiff Nanette Kearney (“Named Plaintiff”) is informed and believes and thereupon
alleges the following:
I. INTRODUCTION
1. Named Plaintiff brings these claims, individually and as a class action under
Federal Rule of Civil Procedure 23, against Defendants Galileo Learning, LLC, Galileo Learning
Franchising LLC, and Glen Tripp (collectively, “Galileo” or “Defendants”). These claims are
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asserted by Named Plaintiff in her capacity as class action representative on behalf of all similarly
situated persons (the “Class”).
2. The Class consists of all individuals who paid Defendants for spring and/or
summer camps in 2019-2020 that were canceled by Defendants without refund.
3. The Class Period is designated as the period from 3 years prior to the filing of this
action through the trial date.
4. As used herein, “Plaintiffs” means Named Plaintiff and all members of the Class.
5. Plaintiffs have been injured by Defendants’ failure to provide spring and/or
summer camps and related services and/or failure to provide refunds upon cancelation of said
camps.
6. For these injuries, Plaintiffs seek damages and penalties, or alternatively restitution,
as well as interest, attorney’s fees, costs, and injunctive relief.
7. All violations of law described herein are ongoing, are continuing at present, and
will continue unless and until enjoined by this Court.
8. Defendants knowingly and intentionally engaged in the conduct complained of
herein, and Defendants acted as alleged herein in willful and knowing violation of the law.
II. PARTIES
9. Defendant Galileo Learning, LLC is a California limited liability company,
registered to and conducting business in California, with its primary place of business in Oakland,
California. Galileo Learning, LLC operates spring and summer camps in California, Illinois, and
Colorado, including approximately 71 camps in California.
10. Defendant Galileo Learning Franchising LLC is a California limited liability
company, registered to and conducting business in California, with its primary place of business in
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Oakland, California. Plaintiffs are informed and believe and on that basis allege that Galileo
Learning Franchising LLC operates spring and summer camps in California, Illinois, and
Colorado, including approximately 71 camps in California.
11. Defendant Glen Tripp is the founder and principal of Galileo Learning, LLC and
Galileo Learning Franchising LLC. Plaintiffs are informed and believe and on that basis allege
that Mr. Tripp is a resident of California and is directly responsible for the wrongful acts alleged
herein.
12. Plaintiff Nanette Kearney is a resident of Walnut Creek, California. In February
2020, Ms. Kearney purchased two summer camp sessions for her child. At the time she purchased
the sessions, the agreement with Defendants provided that she could cancel and receive a refund,
subject only to a cancellation fee. When Defendants cancelled all their camps for 2020, Ms.
Kearney sought a refund and was denied.
13. Plaintiffs are ignorant of the true names or capacities of defendants named herein as
Does 1 through 10, inclusive, and therefore sue these defendants by these fictitious names. When
the names and capacities of these defendants are ascertained, Plaintiffs will amend this complaint
accordingly. Each of the defendants named herein or designated as a Doe is liable or in some
manner legally responsible for the events alleged herein.
III. JURISDICTION AND VENUE
14. This Court has subject matter jurisdiction of this action under the Class Action
Fairness Act, 28 U.S.C. § 1332, in that the estimated damages involved in the claims asserted
herein will exceed $5,000,000, and the Class members reside in different states.
15. This Court has personal jurisdiction over Defendants because Defendants either
reside in California or have their principal place of business in California and conduct the majority
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of their business in California.
16. Venue is proper in this Court pursuant to 28 U.S.C. § 1391(b)(2) because a
substantial part of the events or omissions giving rise to the claims asserted herein occurred in this
District. Venue is also proper in this Court pursuant to 28 U.S.C. § 1391(b)(1) because
Defendants are subject to this Court’s personal jurisdiction with respect to this civil action and
therefore resides in this District pursuant to 28 U.S.C. § 1391(c)(2). Venue is also proper in this
Court pursuant to 28 U.S.C. § 1391(d) because Defendants have sufficient contacts in this District
to establish personal jurisdiction in this District.
IV. GENERAL ALLEGATIONS
17. During the Class Period, Defendants operated approximately 83 spring and/or
summer camps – approximately 71 in California, 11 in Illinois, and 1 in Colorado – with each
camp having multiple sessions over the course of the spring and/or summer.
18. Defendants offered those camps to the public via their website, email marketing,
and otherwise. Pursuant to the terms of the agreement, anyone who purchased a camp session
could cancel for a refund. The exact terms appear to be inconsistent, with some materials stating
that reservations could be canceled at will, while other materials referred to a nominal cancellation
fee.
19. In 2019 and 2020, Plaintiff and the Class purchased numerous camps sessions for
2020. On or around March 13, 2020, Glen Tripp, on behalf of Defendants, appeared on TV and
represented that despite the COVID-19 pandemic, Defendants’ camps would continue to be
available and encouraged families to apply for scholarships. Similarly, in March and early April,
representatives of Defendants advised customers who called that the cancelation policy remained
in effect.
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20. In reliance on those representations, Plaintiffs did not cancel their camp sessions
and did not request a refund, and in some cases, were induced to purchase camp sessions for the
first time.
21. By mid-April 2020, the COVID-19 pandemic had grown exponentially worse, and
Defendants made the decision to cancel all 2020 camp sessions. Defendants have refused and
continue to refuse to provide any refunds. Instead, Defendants have offered credit towards future
camps.
22. While the decision to cancel was probably prudent, and due to factors that were not
the fault of any party, Defendants cannot simply retain Plaintiffs’ payments while not providing
the agreed services.
23. The offer of credit is inadequate, as many families are in dire straights themselves
due to the coronavirus, and have used their childcare budget to pay for these camps. A credit
towards a future camp in 2021 or later does nothing to address their immediate need for childcare.
Other families may not be in a position to use that credit in a later year.
V. CLASS ACTION ALLEGATIONS
24. Named Plaintiff brings this action on behalf of herself and as a class action
pursuant to Federal Rule of Civil Procedure 23.
25. The class that Named Plaintiff seeks to represent is defined as follows: All
individuals who paid Defendants for spring and/or summer camps that were canceled by
Defendants without refund during the Class Period.
26. The claims alleged by Named Plaintiff may properly be maintained as a class
action pursuant to Federal Rule of Civil Procedure 23 because the requirements of that Rule are
satisfied with respect to those claims.
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A. Numerosity
27. The total number of members of the Class is believed to be in excess of 20,000
persons. Accordingly, joinder of all class members would be impractical.
B. Commonality
28. There are numerous questions of law and fact common to the Class. Such
questions include, but are not limited to, the following:
(1) Whether Defendants, as a matter of common policy, breached their
contracts with Class members to allow cancelations for a refund;
(2) Whether Defendants negligently misrepresented that their camps would be
available despite the COVID-19 pandemic and the imminent cancelation of those camps by
Defendants; and
(3) Whether Defendants’ actions as described herein constitute violations of
California Business and Professions Code §17200, et seq.
C. Typicality
29. Named Plaintiff’s claims are typical of the claims of the Class. Named Plaintiff
and all members of the proposed Class are or were subjected to the same policies and procedures,
and their claims arise out of Defendants’ common course of conduct and are based on the same
legal and remedial theories.
D. Adequacy of Representation
30. Named Plaintiff will fairly and adequately protect the interests of the Class.
Named Plaintiff has retained competent and capable attorneys who are experienced trial lawyers
with significant experience in complex and class action litigation, including employment
litigation. Named Plaintiff and her counsel are committed to prosecuting this action vigorously on
behalf of the Class and have the financial resources to do so. Neither Named Plaintiff nor her
counsel have interests that are contrary to or that conflict with those of the Class.
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E. Propriety of Certification under FRCP 23(b)(3)
31. Questions of law and fact common to the Class, including the common question
described above, predominate over any questions affecting only individual members. Adjudication
of these common issues in a single action has important and desirable advantages of judicial
economy. Moreover, there are no unusual difficulties likely to be encountered in the management
of this case as a class action. The identity of each member of the proposed Class can be
established by records maintained by Defendants.
32. The class action mechanism is superior to any alternatives that might exist for the
fair and efficient adjudication of these claims. Prosecution of this case as a class action will
permit a large number of injured parties to pursue their common claims in a single forum, at the
same time, which will promote efficiency, prevent duplication of evidence and efforts, and
preserve judicial resources and the resources of the parties. A class action will avoid potentially
inconsistent results in numerous individual trials or other judicial actions. Further, class treatment
is the only realistic means by which Plaintiffs – many of whom are without substantial resources –
can effectively litigate against a large, well-represented corporate defendant like Defendants. In
the absence of a class action, Defendants will be unjustly enriched by the retention of the fruits
and benefits of its unlawful conduct. A multiplicity of repetitive individual actions would also
place an enormous burden on the courts.
F. Propriety of Certification under FRCP 23(b)(2)
33. Class certification is appropriate under FRCP 23(b)(2) because Defendants have
acted and/or refused to act, as alleged herein, on grounds generally applicable to the Class, making
appropriate declaratory and injunctive relief with respect to the Class as a whole. The Class
members are entitled to injunctive relief to end Defendants’ common, uniform, and unfair policies
and practices as described herein.
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_______________________________________________________________________________________________ COMPLAINT
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VI. CAUSES OF ACTION
FIRST CAUSE OF ACTION
(Breach of Contract)
34. Plaintiffs incorporate the allegations above as though they were fully set forth
herein.
35. In the time period from 2019 through the present, Plaintiffs entered various
agreements with Defendants pursuant to which Plaintiffs paid consideration to Defendants in
exchange for Defendants providing summer camp sessions to Plaintiffs (or, primarily, their
children) in the spring and summer of 2020. The agreements contained a material term that the
agreements could be canceled for a refund, either at will or subject only to a nominal cancelation
fee.
36. In or around April 2020, Defendants breached those agreements by canceling the
camps due to the COVID-19 pandemic, but refusing to give any refunds to Plaintiffs.
37. Plaintiffs performed all required of them under the agreements, save such
performance as has been waived or excused by Defendants’ own conduct.
38. As a result of Defendants’ breach, Plaintiffs have been damaged in an amount to be
proved at trial.
SECOND CAUSE OF ACTION
(Negligent Misrepresentation)
39. Plaintiffs incorporate the allegations above as though they were fully set forth
herein.
40. As set forth above, on or around March 13, 2020, Glen Tripp, on behalf of
Defendants, appeared on FOX 2/KTVU and stated that Defendants’ camps were “full speed
ahead” and encouraged families to apply for scholarships. Additionally, in March and early April,
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_______________________________________________________________________________________________ COMPLAINT
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some Class members called Defendants to inquire about the status of the camps and possible
cancellation, and was assured that the cancellation policy remained in effect
41. When Mr. Tripp and Defendants’ representatives made those representations on
behalf of Defendants, they had no reasonable grounds for believing that the representations were
true, and Mr. Tripp and Defendants’ representatives made the representations with the intent to
induce Plaintiffs to take the actions herein alleged.
42. As a proximate result of the negligent misrepresentations of Mr. Tripp and
Defendants’ representatives on behalf of Defendants, Plaintiffs were induced to act as described
above, by reason of which they have been damaged in an amount to be proved at trial.
THIRD CAUSE OF ACTION
(Restitution/Unfair Business Practices, Violation of California Bus. & Prof. Code §17200)
43. Plaintiff incorporates the allegations above as though they were fully set forth
herein.
44. Defendants’ conduct, as set forth above, violates the California Unfair Competition
Law, Bus. & Prof. Code §17200, et seq. (“UCL”). Defendants’ conduct constitutes unlawful,
unfair, or fraudulent business acts or practices in that they promoted their camps, accepted
payment for those camps in advance, continued to reassure Plaintiffs and the general public that
those camps would operate, then abruptly canceled those camps and refused to provide refunds.
45. As a result of Defendants’ unlawful, unfair, and fraudulent conduct, Plaintiffs have
suffered injury in fact and have lost money, while Defendants have been enriched by the retention
of those funds that are the property of Plaintiffs.
46. Plaintiffs are entitled to restitution of all amounts paid to Defendants for the
services not provided to them and which, through the unfair and unlawful practices alleged herein,
Defendants have not paid to Plaintiffs.
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_______________________________________________________________________________________________ COMPLAINT
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47. Plaintiffs are informed and believe, and on that basis allege, that Defendants
continue to engage in the unlawful, unfair, and fraudulent practices as alleged herein, and that they
will continue to do so unless enjoined by this court.
48. Pursuant to Bus. & Prof. Code §17203, Plaintiffs seek declaratory and injunctive
relief for Defendants’ unlawful, unfair, and fraudulent conduct, and to recover restitution.
FOURTH CAUSE OF ACTION
(Rescission)
49. Plaintiff incorporates the allegations above as though they were fully set forth
herein.
50. As set forth above, in the time period from 2019 through the present, Plaintiffs
entered various agreements with Defendants pursuant to which Plaintiffs paid consideration to
Defendants in exchange for Defendants providing summer camp sessions to Plaintiffs (or,
primarily, their children) in the spring and summer of 2020. The agreements contained a material
term that the agreements could be canceled for a refund, either at will or subject only to a nominal
cancelation fee.
51. In or around April 2020, Defendants breached those agreements by canceling the
camps, but refusing to give any refunds to Plaintiffs.
52. Plaintiffs sought to rescind the agreements and recover their payments to
Defendants, but Defendants have refused to either perform or to refund any consideration.
53. Plaintiffs have no adequate remedy at law other than rescission.
/ / /
/ / /
/ / /
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_______________________________________________________________________________________________ COMPLAINT
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WHEREFORE, Plaintiffs pray for relief against Defendants as follows:
1. That the Court certify this action as a class action on behalf of the Class pursuant to
Federal Rule of Civil Procedure 23;
2. That the Court designate Named Plaintiffs as representative of the Class;
3. That the Court appoint the law firm Aiman-Smith & Marcy, P.C. as class counsel;
4. That Defendants be ordered to pay all amounts owed to Plaintiffs and the Class
arising out of the actions complained of herein in an amount according to proof at trial, plus
penalties, interest, and costs;
5. That Defendants, at their own expense, be ordered to provide full and adequate
notice as required in class actions to all members of the Class;
6. That in addition to any constitutionally sufficient notice that is or might otherwise
be required in a class action, that Defendants be ordered to pay for all necessary efforts to actually
locate members of Plaintiff Class;
7. That Defendants be ordered to make full restitution of all amounts received and/or
retained and/or not paid to Plaintiffs by Defendants pursuant to California Business and
Professions Code § 17200, et seq.;
8. For damages according to proof;
9. For costs of suit herein incurred, including attorneys' fees; and
10. For such further relief as the court deems just and proper.
DATED: April 23, 2020 AIMAN-SMITH & MARCY, P.C.
_______________________________________ John A. Lofton, Esq. Attorney for Plaintiff Nanette Kearney
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DEMAND FOR JURY TRIAL
Plaintiff, on behalf of herself and the Class, hereby demands a jury on all causes of
action and claims with respect to which Plaintiff has a right to jury trial.
DATED: April 23, 2020 AIMAN-SMITH & MARCY, P.C.
_______________________________________ John A. Lofton, Esq. Attorney for Plaintiff Nanette Kearney
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EXHIBIT 2
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MDP\36846.00001\2089480.1
CURRICULUM VITAE OF AIMAN-SMITH & MARCY
FIRM BIOGRAPHY
Aiman-Smith & Marcy, PC, is a boutique plaintiffs’ law firm that has successfully litigated individual and class action cases for plaintiffs across a broad variety of areas, including unpaid wages, unpaid overtime, missed meal and rest breaks, uniformreimbursement, consumer fraud, securities fraud, employment discrimination, civil rights, sex harassment, wrongful termination, whistleblower retaliation, and others. The firm represents exclusively plaintiffs, in all aspects of litigation, including trial and appeals. Aiman-Smith & Marcy began in 2005, although the principals have worked together since 1997.
Aiman-Smith & Marcy, PC7677 Oakport Street, Suite 1150Oakland, CA 94621Tel.: 510-817-2711Fax: 510-562-6830 www.asmlawyers.com
ATTORNEYS RENDERING SERVICES IN THIS MATTER
RANDALL B. AIMAN-SMITH (SBN 124599)
Despite never graduating from high school or college, Randall Aiman-Smith was able to earn his Juris Doctor degree from Boalt Hall (University of California, Berkeley) School of Law in 1986. While at Boalt Hall, Mr. Aiman-Smith served as a member of the editorial board of the California Law Review and, additionally, on the Moot Court Board. Mr. Aiman-Smith was an adjunct faculty member at University of California, Hastings College of the Law for seven years and has been a frequent presenter at continuing educational seminars.
Mr. Aiman-Smith is admitted to practice in state and federal courts in California, including the Northern District, Central District, Ninth Circuit, and the Tenth Circuit Court of Appeals, and the California Supreme Court. Additionally, Mr. Aiman-Smith has been admitted pro hac vice in several other jurisdictions.
Over the 30 years that Mr. Aiman-Smith has been practicing law, he has worked exclusively as a litigator in the state and federal trial and appellate courts on behalf of
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plaintiffs seeking to vindicate their rights under the law. Mr. Aiman-Smith has tried numerous cases in the state and federal courts and has taken at least twenty-five cases to judgment or verdict, including an individual discrimination verdict in excess of $1.6 million in Williams v. Union Pacific Railroad in 2009. Most recently, Mr. Aiman-Smithwas lead trial counsel in Aghmane v. Bank of America, which was successfully tried to a $1.6 million verdict on defamation and blacklisting in February 2018.
The firm and Mr. Aiman-Smith have taken approximately 25 matters to the state and federal courts of appeal on behalf of both appellants and respondents resulting in the creation of significant legal precedents favorable to plaintiffs. Published decisions where Mr. Aiman-Smith was counsel of record and had primary responsibility for writing briefs and making oral arguments include: Bergemann v. United States, 820 F.2d 1117 (10th Cir. 1987); Eidsmore v. R.B.B., Inc., 25 Cal.App.4th 1989 (1994); Rivero v. Superior Court (Smith) (1997) 54 Cal.App.4th 1048; Rivero v. City and County of San Francisco,316 F.3d 857 (9th Cir. 2002); Bradley v. Networkers International LLC (2012) 211 Cal.App.4th 1129; and Benton v. Telecom Network Specialists, Inc. (2013) 220Cal.App.4th 701.
JOHN A. LOFTON (SBN 222259) Of Counsel
Mr. Lofton graduated with a Bachelor of Arts degree in from University of Texas,Austin in 1998. Mr. Lofton graduated from the University of California School of Law(formerly Boalt Hall), in 2002 and was admitted to practice in California that same year.
Mr. Lofton began his career with Sonnenschein, Nath & Rosenthal (now SNR Denton). After acting as the class representative in Lofton v. Bank of America (N.D.Cal.3:07-cv-05892) and Lofton v. Verizon Wireless (VAW), LLC (308 F.R.D. 276 (N.D.Cal. 2015)), he dedicated his practice exclusively to representing individual plaintiffs against large corporations, unscrupulous employers, and anyone who seeks to defraud membersof the public.
Mr. Lofton currently serves as lead attorney prosecuting PAGA and class claims in North v. Layers, LLC, et al. (San Francisco Sup. Ct. Case No. CGC-19-577983;Paningbatan v. Motivate, LLC, et al. (N.D.Cal. 3:20-cv-04865); Briseno v. Acqua E Farina Ristorante, LLC (Alameda Sup. Ct. Case No. RG19045636); Eagles v. PentagonTechnologies Group, Inc. (Alameda Sup. Ct. Case No. RG19046330); and Arnold v. Edwin Trucking, Inc. (Los Angeles Sup. Ct. Case No. 20TRCV00191).
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REPRESENTATIVE CASES FOR AIMAN-SMITH & MARCY
A representative list of significant class actions, representative actions, and jury trials in which the attorneys at Aiman-Smith & Marcy have served as lead counsel or co-class counsel includes:
Aghmane v. Bank of America NA, U.S. District Court, Northern District, Case No. No.: C 13-03698 DMR. ($1.6 million jury verdict on defamation and blacklisting in February2018) (Ninth Circuit Opinion reversing summary judgment on defamation andblacklisting claim appears at 696 Fed. Appx. 175 (9th Cir. 2017)).
Bean v. Hugo Boss Retail, Inc., U.S. District Court, Northern District, Case No. 3:13-cv-05921-RS (class action for uniform reimbursement, bag searches, and missed breaks)
Benton, et al. v. Telecom Network Specialists, Inc., Los Angeles County Superior Court, Case No. BC354230, published as (2013) 220 Cal.App.4th 701 (class action for overtime, meal and rest breaks; established important principles for class certification of wage and hour cases).
Booker, et al. v. Tanintco, Inc., Los Angeles County Superior Court, Case No. BC349267 (class action for overtime, meal and rest breaks)
Bradley, et al. v. Networkers International, LLC, San Diego County Superior Court, Case No. GIC 862417, published as (2012) 211 Cal.App.4th 1129 (class action for overtime, meal and rest breaks; established important principles for class certification of wage and hour cases).
Brawner v. Bank of America, United States District Court, Northern District of California, Case No. 3:2014cv02702 (class action for misclassification as exempt)
Brown v. Abercrombie & Fitch Co., 2014 U.S. Dist. LEXIS 19414, N.D. Cal., February 14, 2014, Case No.: 4:13-CV-05205 YGR (uniform reimbursement class action; 62,000 person class certified), consolidated with Bojorquez v. Abercrombie & Fitch Co., Southern District of Ohio, Case No. 2:16-cv-00551-MHW (250,000 employees) ($25 million settlement).
Cohen v. FedEx Office and Print Services, Inc., Alameda County Superior Court Case No. RG17810621 (consumer class action under Fair and Accurate Credit TransactionsAct)
Cruz v. Goodman Networks, Inc., U.S. District Court, Northern District, Case No. 4:2010cv03820 (misclassification).
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Flournoy, et al. v. 3S Network, Inc., Contra Costa County Superior Court, Case No. C09-00113 (misclassification)
Green, et al. v. Presidio International, Inc. dba A|X Armani Exchange, San Francisco Superior Court, Case No. CGC 13-536365 (class action for uniform reimbursement, bag searches, and missed breaks)
Guess Outlet Stores Pricing Cases, Los Angeles County Superior Court Case No. JCCP 4883 (consumer retail pricing class actions)
Hernandez, et al. v. FocusMicro, Inc., U.S. District Court, Northern District, Case No. CV 11-05621 EDL (off-the-clock work and missed breaks)
Hurtado, et al. v. Lowe’s HIW, U.S. District Court, Northern District, Case No. CV-11-1996 (consumer class action under Song-Beverly Credit Card Act)
Holmes, et al. v. Big Five Sporting Goods, Los Angeles County Superior Court, Case No. JCCP4667 (consumer class action under Song-Beverly Credit Card Act)Jerominski v. Walgreen Co., consolidated as In re Walgreen Co. Wage and Hour Class Action, U.S. District Court, Central District of California, Case No. 11-cv-07664-PSG (FFMx) (40,000 employee class action for bag searches) ($23 million settlement)
Jones v. Armanino LLP, Alameda County Superior Court, Case No. RG 13-68105(consumer class action for accounting negligence)
Kulvicki, et al. v. Pick-N-Pull Auto Dismantlers, Alameda County Superior Court, Case No. RG11560441 (class action for misclassification)
Maldonado, et al. v. ME Cal, Inc., San Francisco County Superior Court, Case No. CGC-11-5109000 (class action for misclassification)
Mendes, et al. v. B-4 Partners, LLC, et al., Alameda County Superior Court, Case No. RG11603095, consolidated with Noble v. Greenberg Traurig, LLP, Alameda CountySuperior Court, Case No. RG11593201 (consumer class action for securities fraud, Ponzi scheme)
Milton v. Best Buy Stores, L.P., U. S. District Court, Central District of California, Case No. CV11-6913, consolidated as Gass, et al. v. Best Buy Stores, L.P., U.S. District Court, Central District of California, Case No. CV 11-01507 SJO (JCGx) (consumer class action under the Song-Beverly Credit Card Act)
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Nakooka v. Dollar Tree Stores, Inc., U.S. District Court, Northern District of California, Case No. 3:17-CV-03955-JD (employee class action for uniform reimbursement)
Ortiz v. CVS Caremark Corporation, et al., U.S. District Court, Northern District of California, Case No. CV 12-05859 EDL; related with Murphy v. CVS Caremark Corp., Los Angeles County Superior Court No. BC464785 (30,000 employee class action for bag searches, off-the-clock work) ($12.75 million settlement)
Price, et al. v. EXI Parsons Telecom, Los Angeles County Superior Court, Case No. BC351252 (class action for overtime, meal and rest breaks)
Rivera v. Uniqlo California, LLC, U.S. District Court for the Central District of California, Case No. 17-CV-02848-JAK (JPR) (uniform reimbursement class action)
Robinson, et al. v. Defender Security Company, Alameda County Superior Court, Case No. RG10505016 (class action for misclassification and off-the-clock work)
Saberi, et al. v. Bridgestone Firestone Retail & Commercial Operations, AlamedaCounty Superior Court. Case No. RG08406555 ($14 million settlement)Smith, et al. v. S.Com, Inc., San Francisco County Superior Court, Case No. CGC-02-412968 (misclassification class action)
Westman, et al. v. Rogers Family Funeral Homes, Contra Costa County Superior Court, Case No. C 98-03165 (consumer class action for negligence)
Williams v. Bank of America, N.A., U.S. District Court, Central District of California, Case No. SACV 15-01597 AG (KESx) (misclassification class action)
Williams v. Union Pacific Railroad Co., Alameda County Superior Court Case No. RG 06251955 (race discrimination jury verdict of $1.6 million)
Zimmelman Jewelry v. CrossCheck, Sonoma County Superior Court, Case No. SCV 229654 (consumer class action for unfair business practices)
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MDP\36846.00001\2088294.3 1
DECLARATION OF DEAN G. RALLIS JR.
I, Dean G. Rallis Jr., declare as follows:
1. I am an attorney licensed to practice before this Court and of counsel with the law
firm Hahn & Hahn LLP (“Hahn & Hahn”), co-counsel to creditor and putative class representative
Nanette Kearney in the above-captioned chapter 11 cases of the debtors and debtors in possession
Galileo Learning, LLC (“Galileo”) and Galileo Learning Franchising LLC (“Galileo Franchising”
and together, with Galileo, the “Debtors”).
2. I make this declaration in support of the Class Representative’s Motion for Order
Applying Civil Rule 23 to Claims Administration Process and Authorizing Filing of Class Proof of
Claim (the “Motion”). Where the matters stated in this declaration are statements of fact that are
within my personal knowledge, they are true and correct. Where the matters stated in this
declaration are statements of fact that are not within my personal knowledge, they are derived
from information provided to me by Ms. Kearney or Hahn & Hahn or based upon information and
belief and are true and correct to the best of my knowledge, information, and belief. If called to
testify, I could and would, without waiver of any applicable privilege, testify competently to the
matters stated in this declaration. I am duly authorized to make this declaration on behalf of
Hahn & Hahn.
3. In connection with the Debtors’ chapter 11 cases, Ms. Kearney, in her capacity as
putative class representative of the putative class of similarly situated creditors, has retained the
law firm Aiman-Smith & Marcy, P.C. (“Aiman-Smith & Marcy”) as class-action counsel and
Hahn & Hahn as bankruptcy counsel.
4. At the outset of these chapter 11 cases, Galileo filed a motion seeking the Court’s
approval to offer “settlement” options to the customer creditors who had paid deposits for
Galileo’s since-canceled camp programs in lieu of them retaining their prepetition claim against
Galileo. Following the filing of that motion, I, on behalf of Ms. Kearney, contacted Neal Wolf,
counsel for Galileo, to inform him that Ms. Kearney objected to the relief sought in the motion.
5. Due to that informal objection, counsel for Galileo and Ms. Kearney, including
Mr. Wolf and myself, held extensive discussions and negotiations regarding the options being
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MDP\36846.00001\2088294.3 2
offered to the customer creditors. In the end, the parties were able to agree to and finalize the
terms of the options offered and form of the notice sent to the customer creditors, which were
reflected in the Court’s order granting Galileo’s motion.
6. I have reviewed the claims register for Galileo’s chapter 11 case, which reflects that
101 proofs of claim have been filed in the case as of August 2, 2020. A true and correct copy of a
printout of the electronically available claims register for Galileo’s chapter 11 case, as of
August 2, 2020, is attached hereto as Exhibit 3.
7. As set forth in the Motion, Hahn & Hahn and Aiman-Smith & Marcy seek to be
appointed as co-counsel for the putative class under Rule 23(g) of the Federal Rules of Civil
Procedure. Hahn & Hahn is qualified and competent in bankruptcy-related matters and, partnered
with Aiman-Smith & Marcy, P.C., can properly represent the interests of the putative class in the
Debtors’ chapter 11 cases. Hahn & Hahn is well qualified to provide bankruptcy-related advice
and representation, particularly in chapter 11 cases. The firm’s attorneys have extensive
experience and knowledge in matters of bankruptcy, insolvency, business reorganization, financial
restructuring, and debtor-creditor relations and in the representation of operating debtors,
creditors, creditors’ committees, and trustees in bankruptcy cases. An overview of Hahn &
Hahn’s bankruptcy and financial restructuring practice group, including the biographies of the
attorneys rendering services in these chapter 11 cases, is attached hereto as Exhibit 4.
I declare under penalty of perjury under the laws of the United States of America that the
foregoing is true and correct and that this declaration was executed on August 5, 2020, at
Pasadena, California.
/s/ Dean G. Rallis Jr. Dean G. Rallis Jr.
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EXHIBIT 3
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8/3/2020 CANB Live Database
https://ecf.canb.uscourts.gov/cgi-bin/SearchClaims.pl?674370875825326-L_1_0-1 1/22
California Northern Bankruptcy CourtClaims Register
20-40857 Galileo Learning, LLC and Galileo Learning Franchising LLC
Judge: Roger L. Efremsky Chapter: 11Office: Oakland Last Date to file claims: 09/08/2020Trustee: Last Date to file (Govt):
Creditor: (15158449) Heather Katz771 Vernon Ave.Glencor, IL 60022
Claim No: 1Original Filed Date: 05/07/2020Original Entered Date: 05/07/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $1417.00 Priority claimed: $1417.00
History:Details 1-1 05/07/2020 Claim #1 filed by Heather Katz, Amount claimed: $1417.00 (ePOC)
Description:Remarks:
Creditor: (15161240) Lisa Williams1401 Vancouver AveBurlingame, CA 94010
Claim No: 2Original Filed Date: 05/16/2020Original Entered Date: 05/16/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $479.00 Priority claimed: $479.00
History:Details 2-1 05/16/2020 Claim #2 filed by Lisa Williams, Amount claimed: $479.00 (ePOC)
Description:Remarks:
Creditor: (15161701) Aaron Krause1170 Foster City Blvd#307United StatesFoster City, CA 94404-9440
Claim No: 3Original Filed Date: 05/18/2020Original Entered Date: 05/18/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $4090.00
History:Details 3-1 05/18/2020 Claim #3 filed by Aaron Krause, Amount claimed: $4090.00 (ePOC)
Description:Remarks:
Creditor: (15161752) Danny Kourouklis9242 Marion AveMorton Grove, IL 60053
Claim No: 4Original Filed Date: 05/18/2020Original Entered Date: 05/18/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $2144.00 Priority claimed: $2144.00
History:Details 4-1 05/18/2020 Claim #4 filed by Danny Kourouklis, Amount claimed: $2144.00 (ePOC)
Description:Remarks:
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Case: 20-40857 Doc# 148 Filed: 08/05/20 Entered: 08/05/20 20:35:08 Page 65 of95
8/3/2020 CANB Live Database
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Creditor: (15161811) George Pratikakis407 S Carol LnMount Prospect, IL 60056
Claim No: 5Original Filed Date: 05/19/2020Original Entered Date: 05/19/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $2584.00 Priority claimed: $2584.00
History:Details 5-1 05/19/2020 Claim #5 filed by George Pratikakis, Amount claimed: $2584.00 (ePOC)
Description:Remarks:
Creditor: (15161952) Marina Pratikakis2332 Indian Ridge DriveGlenview, IL 60026
Claim No: 6Original Filed Date: 05/19/2020Original Entered Date: 05/19/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $2144.00 Priority claimed: $2144.00
History:Details 6-1 05/19/2020 Claim #6 filed by Marina Pratikakis, Amount claimed: $2144.00 (ePOC)
Description:Remarks:
Creditor: (15162062) Evelyn Giannakakis4025 Blake LaneGlenview, IL 60026
Claim No: 7Original Filed Date: 05/19/2020Original Entered Date: 05/19/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $2563.00
History:Details 7-1 05/19/2020 Claim #7 filed by Evelyn Giannakakis, Amount claimed: $2563.00 (ePOC)
Description:Remarks:
Creditor: (15163350) Andrew Singer6141 S Rockridge BlvdOakland, CA 94618
Claim No: 8Original Filed Date: 05/22/2020Original Entered Date: 05/22/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $2902.02 Priority claimed: $2902.00
History:Details 8-1 05/22/2020 Claim #8 filed by Andrew Singer, Amount claimed: $2902.02 (ePOC)
Description:Remarks:
Creditor: (15163889) Wells Fargo Bank, N.A.800 Walnut StreetMAC F0005-055Des Moines, IA 50309
Claim No: 9Original Filed Date: 05/26/2020Original Entered Date: 05/26/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $19324.57
History:Details 9-1 05/26/2020 Claim #9 filed by Wells Fargo Bank, N.A., Amount claimed: $19324.57 (ePOC)
Description:Remarks: (9-1) Account Number (last 4 digits):8371
EXHIBIT 3 TO RALLIS DECL Page 4
Case: 20-40857 Doc# 148 Filed: 08/05/20 Entered: 08/05/20 20:35:08 Page 66 of95
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Creditor: (15163941) Jennifer Chin2820 Bayview DriveAlameda, CA 94501
Claim No: 10Original Filed Date: 05/26/2020Original Entered Date: 05/26/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $988.00
History:Details 10-1 05/26/2020 Claim #10 filed by Jennifer Chin, Amount claimed: $988.00 (ePOC)
Description:Remarks:
Creditor: (15163951) Amanda Kaleta-Kott243 Iowa StreetUnited StatesOak Park, IL 60302-6030
Claim No: 11Original Filed Date: 05/26/2020Original Entered Date: 05/26/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $1636.00
History:Details 11-1 05/26/2020 Claim #11 filed by Amanda Kaleta-Kott, Amount claimed: $1636.00 (ePOC)
Description:Remarks:
Creditor: (15164013) Elisa Andrews1640 Espana CourtUnited StatesMorgan Hill, CA 95037-9503
Claim No: 12Original Filed Date: 05/26/2020Original Entered Date: 05/26/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $4124.00
History:Details 12-1 05/26/2020 Claim #12 filed by Elisa Andrews, Amount claimed: $4124.00 (ePOC)
Description:Remarks:
Creditor: (15164017) Ivana Darmawan1653 Curtis AveManhattan Beach, CA 90266
Claim No: 13Original Filed Date: 05/26/2020Original Entered Date: 05/26/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $748.00
History:Details 13-1 05/26/2020 Claim #13 filed by Ivana Darmawan, Amount claimed: $748.00 (ePOC)
Description:Remarks:
Creditor: (15164021) Hui Yee Lim3335 Cardin AvenueUnited StatesSan Jose, CA 95118-9511
Claim No: 14Original Filed Date: 05/26/2020Original Entered Date: 05/26/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $1347.00
History:Details 14-1 05/26/2020 Claim #14 filed by Hui Yee Lim, Amount claimed: $1347.00 (ePOC)
Description:Remarks:
EXHIBIT 3 TO RALLIS DECL Page 5
Case: 20-40857 Doc# 148 Filed: 08/05/20 Entered: 08/05/20 20:35:08 Page 67 of95
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Creditor: (15164065) Ashley Hutti & Mark Brusius2355 W Moffat St.Chicago, IL 60647United StatesChicago, IL 60647
Claim No: 15Original Filed Date: 05/26/2020Original Entered Date: 05/26/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $1227.00
History:Details 15-1 05/26/2020 Claim #15 filed by Ashley Hutti & Mark Brusius, Amount claimed: $1227.00 (ePOC)
Description:Remarks:
Creditor: (15164148) Seoyoung Moon776 Bryant StUnited StatesPALO ALTO, CA 94301-9430
Claim No: 16Original Filed Date: 05/26/2020Original Entered Date: 05/26/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $819.00 Priority claimed: $819.00
History:Details 16-1 05/26/2020 Claim #16 filed by Seoyoung Moon, Amount claimed: $819.00 (ePOC)
Description:Remarks:
Creditor: (15164295) Elena Goryainova72 Woodstone DrBuffalo Grove IL 60089
Claim No: 17Original Filed Date: 05/26/2020Original Entered Date: 05/27/2020
Status: Filed by: CR Entered by: dts Modified:
Amount claimed: $3698.00 Priority claimed: $3025.00
History:Details 17-1 05/26/2020 Claim #17 filed by Elena Goryainova, Amount claimed: $3698.00 (dts)
Description:Remarks:
Creditor: (15165824) Jessica Presto62 SAN GABRIEL AVEUnited StatesSAN FRANCISCO, CA 94112-9411
Claim No: 18Original Filed Date: 05/27/2020Original Entered Date: 05/27/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $868.00
History:Details 18-1 05/27/2020 Claim #18 filed by Jessica Presto, Amount claimed: $868.00 (ePOC)
Description:Remarks:
Creditor: (15166940) Erica Weiss-Laroche550 Apollo CtVallejo, CA 94597-9459
Claim No: 19Original Filed Date: 05/27/2020Original Entered Date: 05/27/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $1094.00
History:Details 19-1 05/27/2020 Claim #19 filed by Erica Weiss-Laroche, Amount claimed: $1094.00 (ePOC)
Description:Remarks:
EXHIBIT 3 TO RALLIS DECL Page 6
Case: 20-40857 Doc# 148 Filed: 08/05/20 Entered: 08/05/20 20:35:08 Page 68 of95
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Creditor: (15166997) John Messier1082 Winton DrWalnut Creek, CA 94598
Claim No: 20Original Filed Date: 05/27/2020Original Entered Date: 05/27/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $888.00
History:Details 20-1 05/27/2020 Claim #20 filed by John Messier, Amount claimed: $888.00 (ePOC)
Description:Remarks:
Creditor: (15167000) Gaofeng Zhao3611 Lupine AvenuePalo Alto, CA 94303-9430
Claim No: 21Original Filed Date: 05/27/2020Original Entered Date: 05/27/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $2844.00
History:Details 21-1 05/27/2020 Claim #21 filed by Gaofeng Zhao, Amount claimed: $2844.00 (ePOC)
Description:Remarks: (21-1) Account Number (last 4 digits):5638
Creditor: (15167440) Elaine Nagashima1643 Saint Francis WaySan Carlos, CA 94070-9407
Claim No: 22Original Filed Date: 05/28/2020Original Entered Date: 05/28/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $918.00
History:Details 22-1 05/28/2020 Claim #22 filed by Elaine Nagashima, Amount claimed: $918.00 (ePOC)
Description:Remarks:
Creditor: (15167480) Ashley Seong Eun Kim1078 Clark WayPalo Alto, CA 94304
Claim No: 23Original Filed Date: 05/29/2020Original Entered Date: 05/29/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $419.00
History:Details 23-1 05/29/2020 Claim #23 filed by Ashley Seong Eun Kim, Amount claimed: $419.00 (ePOC)
Description:Remarks:
Creditor: (15167751) Dalya Willingham14527 S white avecompton, CA 90221
Claim No: 24Original Filed Date: 05/29/2020Original Entered Date: 05/29/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $762.00
History:Details 24-1 05/29/2020 Claim #24 filed by Dalya Willingham, Amount claimed: $762.00 (ePOC)
Description:Remarks: (24-1) Account Number (last 4 digits):8425
EXHIBIT 3 TO RALLIS DECL Page 7
Case: 20-40857 Doc# 148 Filed: 08/05/20 Entered: 08/05/20 20:35:08 Page 69 of95
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Creditor: (15167752) Deborah Bunin2700 Belmont Canyon RdBelmont, CA 94002
Claim No: 25Original Filed Date: 05/29/2020Original Entered Date: 05/29/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $2190.00
History:Details 25-1 05/29/2020 Claim #25 filed by Deborah Bunin, Amount claimed: $2190.00 (ePOC)
Description:Remarks:
Creditor: (15167999) Anna Kornacka Family755 Vernon AveUnited StatesGlencoe, IL 60022-6002
Claim No: 26Original Filed Date: 05/29/2020Original Entered Date: 05/29/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $1262.00
History:Details 26-1 05/29/2020 Claim #26 filed by Anna Kornacka Family, Amount claimed: $1262.00 (ePOC)
Description:Remarks: (26-1) Account Number (last 4 digits):9453
Creditor: (15168210) John Topinka1104 Asbury AveEvanston, IL 60202-1183
Claim No: 27Original Filed Date: 05/31/2020Original Entered Date: 05/31/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $858.00
History:Details 27-1 05/31/2020 Claim #27 filed by John Topinka, Amount claimed: $858.00 (ePOC)
Description:Remarks:
Creditor: (15168212) Hye Ran Yang3130 Lubbock PlaceFremont, CA 94536
Claim No: 28Original Filed Date: 05/31/2020Original Entered Date: 05/31/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $1227.00
History:Details 28-1 05/31/2020 Claim #28 filed by Hye Ran Yang, Amount claimed: $1227.00 (ePOC)
Description:Remarks:
Creditor: (15168209) Jennifer Lamantia3112 Monterey StreetUnited StatesSan Mateo, CA 94403-9440
Claim No: 29Original Filed Date: 05/31/2020Original Entered Date: 05/31/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $1487.00
History:Details 29-1 05/31/2020 Claim #29 filed by Jennifer Lamantia, Amount claimed: $1487.00 (ePOC)
Description:Remarks:
EXHIBIT 3 TO RALLIS DECL Page 8
Case: 20-40857 Doc# 148 Filed: 08/05/20 Entered: 08/05/20 20:35:08 Page 70 of95
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Creditor: (15168382) Kathryn Long3027 Payne St.Evanston, IL 60201
Claim No: 30Original Filed Date: 06/01/2020Original Entered Date: 06/01/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $738.00
History:Details 30-1 06/01/2020 Claim #30 filed by Kathryn Long, Amount claimed: $738.00 (ePOC)
Description:Remarks:
Creditor: (15168517) Staples Business AdvantageStaples/Tom Riggleman7 Technology CircleColumbia SC 29203
Claim No: 31Original Filed Date: 05/29/2020Original Entered Date: 06/01/2020
Status: Filed by: CR Entered by: pw Modified:
Amount claimed: $14655.76
History:Details 31-1 05/29/2020 Claim #31 filed by Staples Business Advantage, Amount claimed: $14655.76 (pw)
Description:Remarks:
Creditor: (15168618) Michael Zivin3386 Stage Coach DrUnited StatesLafayette, CA 94549-9454
Claim No: 32Original Filed Date: 06/01/2020Original Entered Date: 06/01/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $1134.00
History:Details 32-1 06/01/2020 Claim #32 filed by Michael Zivin, Amount claimed: $1134.00 (ePOC)
Description:Remarks:
Creditor: (15168625) Kasumi Widner121 Sunnydale AveSan Carlos, CA 94070-9407
Claim No: 33Original Filed Date: 06/01/2020Original Entered Date: 06/01/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $2271.00 Priority claimed: $2271.00
History:Details 33-1 06/01/2020 Claim #33 filed by Kasumi Widner, Amount claimed: $2271.00 (ePOC)
Description:Remarks:
Creditor: (15168661) Emily Goswami1801 High StreetAlameda, CA 94501
Claim No: 34Original Filed Date: 06/02/2020Original Entered Date: 06/02/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $698.00
History:Details 34-1 06/02/2020 Claim #34 filed by Emily Goswami, Amount claimed: $698.00 (ePOC)
Description:Remarks: (34-1) Filer Comment: Submitted for 2 camps 349 each
EXHIBIT 3 TO RALLIS DECL Page 9
Case: 20-40857 Doc# 148 Filed: 08/05/20 Entered: 08/05/20 20:35:08 Page 71 of95
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Creditor: (15168826) HistoryElisa Kung23515 Fernhill Dr.Los Altos CA 94024
Claim No: 35Original Filed Date: 06/01/2020Original Entered Date: 06/02/2020
Status: Filed by: CR Entered by: rs Modified:
Amount claimed: $1086.00 Secured claimed: $1086.00
History:Details 35-1 06/01/2020 Claim #35 filed by Elisa Kung, Amount claimed: $1086.00 (rs)
Description:Remarks:
Creditor: (15169143) Paul Girard1104 Larker AveLos Angeles, CA 90042
Claim No: 36Original Filed Date: 06/02/2020Original Entered Date: 06/02/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $968.00
History:Details 36-1 06/02/2020 Claim #36 filed by Paul Girard, Amount claimed: $968.00 (ePOC)
Description:Remarks:
Creditor: (15169155) Michelle Smith2933 North Lincoln StreetUnited StatesBurbank, CA 91504-9150
Claim No: 37Original Filed Date: 06/02/2020Original Entered Date: 06/02/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $819.00
History:Details 37-1 06/02/2020 Claim #37 filed by Michelle Smith, Amount claimed: $819.00 (ePOC)
Description:Remarks:
Creditor: (15169164) Ankit Mehta1570 Wakefield TerraceLos Altos, CA 94024
Claim No: 38Original Filed Date: 06/02/2020Original Entered Date: 06/02/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $2534.00
History:Details 38-1 06/02/2020 Claim #38 filed by Ankit Mehta, Amount claimed: $2534.00 (ePOC)
Description:Remarks:
Creditor: (15169261) Jill DiGiacomo Family3110 Fernside Blvd.United StatesAlameda, CA 94501-9450
Claim No: 39Original Filed Date: 06/03/2020Original Entered Date: 06/03/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $1096.00
History:Details 39-1 06/03/2020 Claim #39 filed by Jill DiGiacomo Family, Amount claimed: $1096.00 (ePOC)
Description:Remarks:
EXHIBIT 3 TO RALLIS DECL Page 10
Case: 20-40857 Doc# 148 Filed: 08/05/20 Entered: 08/05/20 20:35:08 Page 72 of95
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Creditor: (15169350) Amy Bolton1065 Middle AveMenlo Park, CA 94025
Claim No: 40Original Filed Date: 06/03/2020Original Entered Date: 06/03/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $419.00
History:Details 40-1 06/03/2020 Claim #40 filed by Amy Bolton, Amount claimed: $419.00 (ePOC)
Description:Remarks:
Creditor: (15167390) 1 To obtain a copy of the creditorslist, please contact the debtor'snoticing/claims agent, Stretto,at: https://cases.stretto.com/galileo .
Claim No: 41Original Filed Date: 06/03/2020Original Entered Date: 06/03/2020
Status: Filed by: CR Entered by: ePOC Modified: 06/04/2020
Amount claimed: $1150.00
History:Details 41-1 06/03/2020 Claim #41 filed by 1 To obtain a copy of the creditors, Amount claimed: $1150.00 (ePOC)
Description:Remarks: (41-1) DEFECTIVE: missing creditor name & address
Creditor: (15169530) Sandra Fash230 Alamos PlaceSan Ramon, CA 94583
Claim No: 42Original Filed Date: 06/03/2020Original Entered Date: 06/03/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $2324.00 Priority claimed: $2324.00
History:Details 42-1 06/03/2020 Claim #42 filed by Sandra Fash, Amount claimed: $2324.00 (ePOC)
Description:Remarks:
Creditor: (15169797) Kristina Ho915 Buckland AveSan Carlos, CA 94070
Claim No: 43Original Filed Date: 06/04/2020Original Entered Date: 06/04/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $409.00
History:Details 43-1 06/04/2020 Claim #43 filed by Kristina Ho, Amount claimed: $409.00 (ePOC)
Description:Remarks:
Creditor: (15169880) April Pietsch230 Winchester CourtFoster City, CA 94404-3543
Claim No: 44Original Filed Date: 06/04/2020Original Entered Date: 06/04/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $1363.00
History:Details 44-1 06/04/2020 Claim #44 filed by April Pietsch, Amount claimed: $1363.00 (ePOC)
Description:Remarks:
EXHIBIT 3 TO RALLIS DECL Page 11
Case: 20-40857 Doc# 148 Filed: 08/05/20 Entered: 08/05/20 20:35:08 Page 73 of95
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Creditor: (15170293) Bonnie Lai848 W Roscoe StApt 1Chicago, IL 60657
Claim No: 45Original Filed Date: 06/06/2020Original Entered Date: 06/06/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $1004.00
History:Details 45-1 06/06/2020 Claim #45 filed by Bonnie Lai, Amount claimed: $1004.00 (ePOC)
Description:Remarks:
Creditor: (15170308) Angela Lai1348 El Camino RealApt 2Burlingame, CA 94010-4712
Claim No: 46Original Filed Date: 06/07/2020Original Entered Date: 06/07/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $1250.00
History:Details 46-1 06/07/2020 Claim #46 filed by Angela Lai, Amount claimed: $1250.00 (ePOC)
Description:Remarks:
Creditor: (15170390) Melanie Bender6109 Melvil StCulver City, CA 90232
Claim No: 47Original Filed Date: 06/07/2020Original Entered Date: 06/07/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $3140.00
History:Details 47-1 06/07/2020 Claim #47 filed by Melanie Bender, Amount claimed: $3140.00 (ePOC)
Description:Remarks:
Creditor: (15170392) Galileo Learning, LLC2803 Toyon DriveSanta Clara, CA 95051
Claim No: 48Original Filed Date: 06/07/2020Original Entered Date: 06/07/2020
Status: Filed by: CR Entered by: ePOC Modified: 06/08/2020
Amount claimed: $1401.00 Priority claimed: $1401.00
History:Details 48-1 06/07/2020 Claim #48 filed by Galileo Learning, LLC, Amount claimed: $1401.00 (ePOC)
Description:Remarks: (48-1) Defective: Incorrect creditor
Creditor: (15170393) Steve Babayan1325 Montclaire WayLos Altos, CA 94024
Claim No: 49Original Filed Date: 06/07/2020Original Entered Date: 06/07/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $3312.00
History:Details 49-1 06/07/2020 Claim #49 filed by Steve Babayan, Amount claimed: $3312.00 (ePOC)
Description:Remarks:
EXHIBIT 3 TO RALLIS DECL Page 12
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Creditor: (15170519) Monita Ng2048 Green StreetApt 3San Francisco, CA 94123-4822
Claim No: 50Original Filed Date: 06/08/2020Original Entered Date: 06/08/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $4250.00 Priority claimed: $3025.00
History:Details 50-1 06/08/2020 Claim #50 filed by Monita Ng, Amount claimed: $4250.00 (ePOC)
Description:Remarks:
Creditor: (15170523) Theresa WilkersonPO Box 16063Oakland, CA 94610-1606
Claim No: 51Original Filed Date: 06/08/2020Original Entered Date: 06/08/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $200.00
History:Details 51-1 06/08/2020 Claim #51 filed by Theresa Wilkerson, Amount claimed: $200.00 (ePOC)
Description:Remarks: (51-1) Account Number (last 4 digits):9453
Creditor: (15170559) Susanna Leung18840 Pendergast AveCupertino, CA 95014
Claim No: 52Original Filed Date: 06/08/2020Original Entered Date: 06/08/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $459.00
History:Details 52-1 06/08/2020 Claim #52 filed by Susanna Leung, Amount claimed: $459.00 (ePOC)
Description:Remarks:
Creditor: (15170842) Michele Neitz2658 23rd Ave.San Francisco, CA 94116
Claim No: 53Original Filed Date: 06/09/2020Original Entered Date: 06/09/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $1047.00
History:Details 53-1 06/09/2020 Claim #53 filed by Michele Neitz, Amount claimed: $1047.00 (ePOC)
Description:Remarks:
Creditor: (15170850) Cherilyn Tarallo2407 Sebald AvenueRedondo Beach, CA 90278
Claim No: 54Original Filed Date: 06/09/2020Original Entered Date: 06/09/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $498.00 Priority claimed: $498.00
History:Details 54-1 06/09/2020 Claim #54 filed by Cherilyn Tarallo, Amount claimed: $498.00 (ePOC)
Description:Remarks:
EXHIBIT 3 TO RALLIS DECL Page 13
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Creditor: (15161972) HistoryInternal Revenue ServiceCentralized Insolvency OperationPost Office Box 7346Philadelphia, PA 19101-7346
Claim No: 55Original Filed Date: 06/10/2020Original Entered Date: 06/10/2020
Status: Filed by: CR Entered by: Mikeal Smith Modified:
Amount claimed: $25301.60 Secured claimed: $0.00 Priority claimed: $24801.60
History:Details 55-1 06/10/2020 Claim #55 filed by Internal Revenue Service, Amount claimed: $25301.60 (Smith, Mikeal)
Description:Remarks:
Creditor: (15171211) Joanna Kaplan2410 Asbury Rd.Northbrook, IL 60062
Claim No: 56Original Filed Date: 06/10/2020Original Entered Date: 06/10/2020
Status: Filed by: CR Entered by: lm Modified:
Amount claimed: $1815.00 Priority claimed: $1815.00
History:Details 56-1 06/10/2020 Claim #56 filed by Joanna Kaplan, Amount claimed: $1815.00 (lm)
Description:Remarks:
Creditor: (15171236) Licege Dressler874 Flin WaySunnyvale, CA 94087
Claim No: 57Original Filed Date: 06/10/2020Original Entered Date: 06/10/2020
Status: Filed by: CR Entered by: lm Modified:
Amount claimed: $4869.00
History:Details 57-1 06/10/2020 Claim #57 filed by Licege Dressler, Amount claimed: $4869.00 (lm)
Description: (57-1) DEFECTIVE ENTRY: PDF missing page 3 of proof of claim.Remarks:
Creditor: (15171252) Deanna Stamm823 14th StreetHermosa Beach, CA 90254
Claim No: 58Original Filed Date: 06/09/2020Original Entered Date: 06/10/2020
Status: Filed by: CR Entered by: lm Modified:
Amount claimed: $818.00
History:Details 58-1 06/09/2020 Claim #58 filed by Deanna Stamm, Amount claimed: $818.00 (lm)
Description:Remarks:
Creditor: (15171254) Beth Richardson2049 Illinois RoadNorthbrook,IL 60062
Claim No: 59Original Filed Date: 06/10/2020Original Entered Date: 06/10/2020
Status: Filed by: CR Entered by: lm Modified: 06/11/2020
Amount claimed: $409.00 Priority claimed: $409.00
History:Details 59-1 06/10/2020 Claim #59 filed by Beth Richardson, Amount claimed: $409.00 (lm)
Description: (59-1) DEFECTIVE ENTRY: PDF missing page 2 of proof of claim.Remarks:
EXHIBIT 3 TO RALLIS DECL Page 14
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Creditor: (15171291) Laleh Rabieirad26618 Nokomis RdRancho Palos Verdes, CA 90275
Claim No: 60Original Filed Date: 06/10/2020Original Entered Date: 06/10/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $778.00
History:Details 60-1 06/10/2020 Claim #60 filed by Laleh Rabieirad, Amount claimed: $778.00 (ePOC)
Description:Remarks:
Creditor: (15171540) Daniel Shelton744 E Palm St.Altadena, CA 91001
Claim No: 61Original Filed Date: 06/11/2020Original Entered Date: 06/11/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $976.00 Priority claimed: $976.00
History:Details 61-1 06/11/2020 Claim #61 filed by Daniel Shelton, Amount claimed: $976.00 (ePOC)
Description:Remarks:
Creditor: (15171775) Amy Pang1508 Aster CtCupertino, CA 95014
Claim No: 62Original Filed Date: 06/11/2020Original Entered Date: 06/11/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $2002.00
History:Details 62-1 06/11/2020 Claim #62 filed by Amy Pang, Amount claimed: $2002.00 (ePOC)
Description:Remarks:
Creditor: (15171842) Lynn M Thompson20 Los Altos SquareLos Altos, CA 94022
Claim No: 63Original Filed Date: 06/11/2020Original Entered Date: 06/11/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $1235.00
History:Details 63-1 06/11/2020 Claim #63 filed by Lynn M Thompson, Amount claimed: $1235.00 (ePOC)
Description:Remarks:
Creditor: (15172136) Dana Silberberg Sahar2031 Lyon AveBelmont, CA 94002
Claim No: 64Original Filed Date: 06/12/2020Original Entered Date: 06/12/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $888.00
History:Details 64-1 06/12/2020 Claim #64 filed by Dana Silberberg Sahar, Amount claimed: $888.00 (ePOC)
Description:Remarks:
EXHIBIT 3 TO RALLIS DECL Page 15
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Creditor: (15172308) Amy Morales744 E Palm StAltadena, CA 91001
Claim No: 65Original Filed Date: 06/12/2020Original Entered Date: 06/12/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $493.00 Priority claimed: $493.00
History:Details 65-1 06/12/2020 Claim #65 filed by Amy Morales, Amount claimed: $493.00 (ePOC)
Description:Remarks: (65-1) Account Number (last 4 digits):9453
Creditor: (15172552) Ryan Million905 van auken circlePalo Alto, CA 94303
Claim No: 66Original Filed Date: 06/14/2020Original Entered Date: 06/14/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $1711.00 Priority claimed: $1711.00
History:Details 66-1 06/14/2020 Claim #66 filed by Ryan Million, Amount claimed: $1711.00 (ePOC)
Description:Remarks:
Creditor: (15172794) WILBUR LIN80 W. SIERRA MADRE BOULEVARDSUITE 320SIERRA MADRE, CA 91024SIERRA MADRE, CA 91024
Claim No: 67Original Filed Date: 06/15/2020Original Entered Date: 06/15/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $976.00 Priority claimed: $976.00
History:Details 67-1 06/15/2020 Claim #67 filed by WILBUR LIN, Amount claimed: $976.00 (ePOC)
Description:Remarks:
Creditor: (15172987) Yi Zhang3834 Pimlico DrivePleasanton, CA 94588
Claim No: 68Original Filed Date: 06/16/2020Original Entered Date: 06/16/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $2724.00 Priority claimed: $2724.00
History:Details 68-1 06/16/2020 Claim #68 filed by Yi Zhang, Amount claimed: $2724.00 (ePOC)
Description:Remarks: (68-1) Account Number (last 4 digits):9453
Creditor: (15173014) American Express National Bankc/o Becket and Lee LLP
Claim No: 69Original Filed Date: 06/16/2020Original Entered Date: 06/16/2020
Status: Withdraw 98Filed by: CR Entered by: Elizabeth Redmond Modified:
EXHIBIT 3 TO RALLIS DECL Page 16
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PO Box 3001Malvern PA 19355-0701
Amount claimed: $1430.31
History:Details 69-1 06/16/2020 Claim #69 filed by American Express National Bank, Amount claimed: $1430.31 (Redmond, Elizabeth)
98 06/24/2020 Withdrawal of Claim: 69 Filed by Creditor American Express National Bank. (Bharatia, Shraddha) Status:Withdraw
Description:Remarks:
Creditor: (15173311) Kimberley Girard921 CROCKETT AVECAMPBELL, CA 95008
Claim No: 70Original Filed Date: 06/16/2020Original Entered Date: 06/16/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $3272.00
History:Details 70-1 06/16/2020 Claim #70 filed by Kimberley Girard, Amount claimed: $3272.00 (ePOC)
Description:Remarks:
Creditor: (15173421) Natalie Gardiner16 Warwick Ct.Lafayette, CA 94549
Claim No: 71Original Filed Date: 06/16/2020Original Entered Date: 06/16/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $1531.00 Priority claimed: $1531.00
History:Details 71-1 06/16/2020 Claim #71 filed by Natalie Gardiner, Amount claimed: $1531.00 (ePOC)
Description:Remarks:
Creditor: (15173764) Stephanie Roseman918 Meadow RoadNorthbrook, IL 60062
Claim No: 72Original Filed Date: 06/17/2020Original Entered Date: 06/17/2020
Status: Filed by: CR Entered by: lb Modified:
Amount claimed: $459.00
History:Details 72-1 06/17/2020 Claim #72 filed by Stephanie Roseman, Amount claimed: $459.00 (lb)
Description:Remarks:
Creditor: (15173781) Po K Yuen38762 Almaden PlFremont, CA 94536
Claim No: 73Original Filed Date: 06/17/2020Original Entered Date: 06/17/2020
Status: Filed by: CR Entered by: lb Modified:
Amount claimed: $1636.00
History:Details 73-1 06/17/2020 Claim #73 filed by Po K Yuen, Amount claimed: $1636.00 (lb)
Description:Remarks:
EXHIBIT 3 TO RALLIS DECL Page 17
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Creditor: (15175215) Roxanne Jen514 South Eldorado St., Unit BSan Mateo, CA 94402
Claim No: 74Original Filed Date: 06/22/2020Original Entered Date: 06/22/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $2162.00
History:Details 74-1 06/22/2020 Claim #74 filed by Roxanne Jen, Amount claimed: $2162.00 (ePOC)
Description:Remarks:
Creditor: (15175227) Meliana Gunawan3640 E.Del Mar Bl.Pasadena, CA 91107
Claim No: 75Original Filed Date: 06/22/2020Original Entered Date: 06/22/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $628.50 Priority claimed: $628.50
History:Details 75-1 06/22/2020 Claim #75 filed by Meliana Gunawan, Amount claimed: $628.50 (ePOC)
Description:Remarks:
Creditor: (15175234) Andrea Lee1215 Oakshire CourtWalnut Creek, CA 94598
Claim No: 76Original Filed Date: 06/22/2020Original Entered Date: 06/22/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $1089.00 Priority claimed: $1089.00
History:Details 76-1 06/22/2020 Claim #76 filed by Andrea Lee, Amount claimed: $1089.00 (ePOC)
Description:Remarks:
Creditor: (15175654) Sona Iliffe-Moon1045 Ringwood AveMenlo Park, CA 94025-9402
Claim No: 77Original Filed Date: 06/23/2020Original Entered Date: 06/23/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $1046.00 Priority claimed: $1046.00
History:Details 77-1 06/23/2020 Claim #77 filed by Sona Iliffe-Moon, Amount claimed: $1046.00 (ePOC)
Description:Remarks:
Creditor: (15175854) Cherie Edson2534 Noble AveAlameda CA 94501
Claim No: 78Original Filed Date: 06/23/2020Original Entered Date: 06/24/2020
Status: Filed by: CR Entered by: dts Modified:
Amount claimed: $1377.00
History:Details 78-1 06/23/2020 Claim #78 filed by Cherie Edson, Amount claimed: $1377.00 (dts)
Description:Remarks:
EXHIBIT 3 TO RALLIS DECL Page 18
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Creditor: (15176017) Sharon Y. Leavitt330 Florence AveOakland Ca 94618
Claim No: 79Original Filed Date: 05/19/2020Original Entered Date: 06/24/2020
Status: Filed by: CR Entered by: dts Modified:
Amount claimed: $2045.00 Priority claimed: $2045.00
History:Details 79-1 05/19/2020 Claim #79 filed by Sharon Y. Leavitt, Amount claimed: $2045.00 (dts)
Description:Remarks:
Creditor: (15176787) Todor Ganev940 Embarcadero RdPalo Alto, CA 94303
Claim No: 80Original Filed Date: 06/26/2020Original Entered Date: 06/26/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $1088.00 Priority claimed: $1088.00
History:Details 80-1 06/26/2020 Claim #80 filed by Todor Ganev, Amount claimed: $1088.00 (ePOC)
Description:Remarks:
Creditor: (15174375) Ann Hsieh691 Drucilla DrUnited StatesMountain View, CA 94040-9404
Claim No: 81Original Filed Date: 06/28/2020Original Entered Date: 06/28/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $848.00
History:Details 81-1 06/28/2020 Claim #81 filed by Ann Hsieh, Amount claimed: $848.00 (ePOC)
Description:Remarks: (81-1) Account Number (last 4 digits):0857
Creditor: (15178387) Ellen Veomettt2814 Prince StreetUnited StatesBerkeley, CA 94705-9470
Claim No: 82Original Filed Date: 06/30/2020Original Entered Date: 06/30/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $528.00
History:Details 82-1 06/30/2020 Claim #82 filed by Ellen Veomettt, Amount claimed: $528.00 (ePOC)
Description:Remarks:
Creditor: (15178637) 232 Wildwood AveUnited StatesPiedmont, CA 94610-9461
Claim No: 83Original Filed Date: 06/30/2020Original Entered Date: 06/30/2020
Status: Filed by: CR Entered by: ePOC Modified: 07/01/2020
Amount claimed: $459.00
History:Details 83-1 06/30/2020 Claim #83 filed by 232 Wildwood Ave, Amount claimed: $459.00 (ePOC)
Description: (83-1) No creditor name providedRemarks: (83-1) Account Number (last 4 digits):0857
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Creditor: (15178866) HistoryStaplesStaples TechnologyAttn: Daneen Lotsey1096 East Newport Center Dr. #300Deerfield Beach FL 33442
Claim No: 84Original Filed Date: 06/30/2020Original Entered Date: 06/30/2020
Status: Filed by: CR Entered by: pw Modified:
Amount claimed: $9270.59
History:Details 84-1 06/30/2020 Claim #84 filed by Staples, Amount claimed: $9270.59 (pw)
Description:Remarks:
Creditor: (15179338) Christopher Welsh615 3rd AvenueSan Francisco, CA 94118
Claim No: 85Original Filed Date: 06/30/2020Original Entered Date: 06/30/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $1731.00 Priority claimed: $1731.00
History:Details 85-1 06/30/2020 Claim #85 filed by Christopher Welsh, Amount claimed: $1731.00 (ePOC)
Description:Remarks:
Creditor: (15179438) Jessie Huang7 Evergreen CtMillbrae, CA 94030-9403
Claim No: 86Original Filed Date: 07/01/2020Original Entered Date: 07/01/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $986.00
History:Details 86-1 07/01/2020 Claim #86 filed by Jessie Huang, Amount claimed: $986.00 (ePOC)
Description:Remarks:
Creditor: (15180368) Maureen Yu2879 Louis RdPalo Alto, CA 94303
Claim No: 87Original Filed Date: 07/01/2020Original Entered Date: 07/01/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $1796.00
History:Details 87-1 07/01/2020 Claim #87 filed by Maureen Yu, Amount claimed: $1796.00 (ePOC)
Description:Remarks:
Creditor: (15180696) Liesl Heil Morell300 Channing Rd.Burlingame CA 94010
Claim No: 88Original Filed Date: 07/02/2020Original Entered Date: 07/02/2020
Status: Filed by: CR Entered by: pw Modified:
Amount claimed: $787.00
History:Details 88-1 07/02/2020 Claim #88 filed by Liesl Heil Morell, Amount claimed: $787.00 (pw)
Description:Remarks:
EXHIBIT 3 TO RALLIS DECL Page 20
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Creditor: (15182143) Wanwisa Alexander1908 Appia Ct.Walnut Creek CA 94598
Claim No: 89Original Filed Date: 07/07/2020Original Entered Date: 07/08/2020
Status: Filed by: CR Entered by: pw Modified:
Amount claimed: $838.00
History:Details 89-1 07/07/2020 Claim #89 filed by Wanwisa Alexander, Amount claimed: $838.00 (pw)
Description:Remarks:
Creditor: (15182580) Wendy J. Hill409 Alder LaneSan Mateo, CA 94403
Claim No: 90Original Filed Date: 07/09/2020Original Entered Date: 07/09/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $465.25 Priority claimed: $465.25
History:Details 90-1 07/09/2020 Claim #90 filed by Wendy J. Hill, Amount claimed: $465.25 (ePOC)
Description:Remarks:
Creditor: (15182788) American Express Travel Related Services Co, Incc/o Becket and Lee LLPPO Box 3001Malvern PA 19355-0701
Claim No: 91Original Filed Date: 07/10/2020Original Entered Date: 07/10/2020
Status: Filed by: CR Entered by: Greg Deegan Modified:
Amount claimed: $59030.45
History:Details 91-1 07/10/2020 Claim #91 filed by American Express Travel Related Services Co, Inc, Amount claimed: $59030.45
(Deegan, Greg)
Description:Remarks:
Creditor: (15182831) Jason Pretzlaf27 Green Bay CtWalnut Creek, CA 94595
Claim No: 92Original Filed Date: 07/10/2020Original Entered Date: 07/10/2020
Status: Withdraw 118Filed by: CR Entered by: ePOC Modified:
Amount claimed: $1164.00 Priority claimed: $1164.00
History:Details 92-1 07/10/2020 Claim #92 filed by Jason Pretzlaf, Amount claimed: $1164.00 (ePOC)
118 07/13/2020 Withdrawal of Claim: 92 Filed by Creditor Jason Pretzlaf . (lm) Status: Withdraw
Description:Remarks: (92-1) Account Number (last 4 digits):9453
Creditor: (15184274) Euler Hermes NA Agent for Italian American Corp.800 Red Brook Blvd.Owings Mills, MD 21117
Claim No: 93Original Filed Date: 07/15/2020Original Entered Date: 07/15/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $7694.91
History:Details 93-1 07/15/2020 Claim #93 filed by Euler Hermes NA Agent for Italian American Corp., Amount claimed: $7694.91 (ePOC)
Description:Remarks:
EXHIBIT 3 TO RALLIS DECL Page 21
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Creditor: (15184593) Julie Robbins2066 Eagle AveAlameda, CA 94501
Claim No: 94Original Filed Date: 07/15/2020Original Entered Date: 07/15/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $1227.00 Priority claimed: $1227.00
History:Details 94-1 07/15/2020 Claim #94 filed by Julie Robbins, Amount claimed: $1227.00 (ePOC)
Description:Remarks:
Creditor: (15185574) Natasha Reckless1011 Winton DriveWalnut Creek, CA 94598
Claim No: 95Original Filed Date: 07/17/2020Original Entered Date: 07/17/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $1828.00
History:Details 95-1 07/17/2020 Claim #95 filed by Natasha Reckless, Amount claimed: $1828.00 (ePOC)
Description:Remarks:
Creditor: (15185575) Meghan Martinez121 Bay RoadMenlo Park, CA 94025
Claim No: 96Original Filed Date: 07/18/2020Original Entered Date: 07/18/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $818.00 Priority claimed: $818.00
History:Details 96-1 07/18/2020 Claim #96 filed by Meghan Martinez, Amount claimed: $818.00 (ePOC)
Description:Remarks:
Creditor: (15187759) Wenling Huang1816 Lavender CreekSan Jose, CA 95120
Claim No: 97Original Filed Date: 07/23/2020Original Entered Date: 07/23/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $1418.31
History:Details 97-1 07/23/2020 Claim #97 filed by Wenling Huang, Amount claimed: $1418.31 (ePOC)
Description:Remarks:
Creditor: (15188412) Monika Stevens101 Alta RoadOakland, CA 94618-9461
Claim No: 98Original Filed Date: 07/25/2020Original Entered Date: 07/25/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $1176.00
History:Details 98-1 07/25/2020 Claim #98 filed by Monika Stevens, Amount claimed: $1176.00 (ePOC)
Description:Remarks:
EXHIBIT 3 TO RALLIS DECL Page 22
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Creditor: (15188880) Heather Robinson2409 W Clark AveUnited StatesBurbank, CA 91506-9150
Claim No: 99Original Filed Date: 07/27/2020Original Entered Date: 07/27/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $977.00
History:Details 99-1 07/27/2020 Claim #99 filed by Heather Robinson, Amount claimed: $977.00 (ePOC)
Description:Remarks:
Creditor: (15190851) Damien Jackson Family1865 E. Mountain StreetPasadena, CA 91104
Claim No: 100Original Filed Date: 07/30/2020Original Entered Date: 07/30/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $1928.00 Priority claimed: $1928.00
History:Details 100-1 07/30/2020 Claim #100 filed by Damien Jackson Family, Amount claimed: $1928.00 (ePOC)
Description:Remarks:
Creditor: (15192369) Lawrence Tse46917 Zapotec DriveFremont, CA 94539
Claim No: 101Original Filed Date: 08/02/2020Original Entered Date: 08/02/2020
Status: Filed by: CR Entered by: ePOC Modified:
Amount claimed: $2498.00 Priority claimed: $2498.00
History:Details 101-1 08/02/2020 Claim #101 filed by Lawrence Tse, Amount claimed: $2498.00 (ePOC)
Description:Remarks: (101-1) Account Number (last 4 digits):9453
Claims Register Summary
Case Name: Galileo Learning, LLC and Galileo Learning Franchising LLC Case Number: 20-40857
Chapter: 11Date Filed: 05/06/2020
Total Number Of Claims: 101
Total Amount Claimed* $275505.27 Total Amount Allowed*
*Includes general unsecured claims
The values are reflective of the data entered. Always refer to claim documents for actual amounts.
Claimed AllowedSecured $1086.00 Priority $76197.35 Administrative
PACER Service Center
EXHIBIT 3 TO RALLIS DECL Page 23
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Transaction Receipt08/03/2020 12:26:31
PACERLogin: mattpham:4712471:0 Client
Code: 36846-00001
Description: Claims Register SearchCriteria:
20-40857 Filed or EnteredFrom: 5/6/2020 Filed orEntered To: 8/2/2020
BillablePages: 8 Cost: 0.80
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EXHIBIT 4
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Overview of the Bankruptcy and Financial Restructuring Practice Group
Hahn & Hahn’s bankruptcy and financial restructuring lawyers have extensive expertise in all aspects of bankruptcy law, including business reorganization, corporate insolvency, commercial and bankruptcy litigation, as well as the acquisition of distressed assets and businesses in bankruptcy court and out-of-court workouts. The firm’s lawyers have served as lead counsel for operating debtors, creditors (both secured and unsecured), creditors’ committees, shopping center landlords, and purchasers in the bankruptcy, restructuring, and liquidation of companies.
Our lawyers are skilled in advancing creditors’ rights and remedies in all chapter filings under the Bankruptcy Code including: Seeking relief from the automatic stay, asserting creditor claims, recovering postpetition attorneys’ fees for oversecured creditors, defending avoidance and turnover actions, defending preferential-transfer and fraudulent-transfer actions, defending lender-liability claims filed in bankruptcy court, litigating lien-priority disputes, defending secured lenders in lien-avoidance proceedings, objecting to discharges, prosecuting nondischargeability actions, representing creditors in chapter 7, 11, and 13 cases, challenging multiple and successive bankruptcy filings, and providing general consultation for creditor strategies pre- and post-bankruptcy filing.
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Sampling of Representations in Bankruptcy Cases
In re JBJ Pipe & Supply Co. Case No. 8:16-bk-10652-ES (Bankr. C.D. Cal.)
Representing the Official Committee of Unsecured Creditors (OCC), where the OCC coordinated a contested auction sale of the debtor’s business to a third party through a joint plan proposed by the OCC and the debtor. The auction resulted in competitive bidding that resulted in all secured and unsecured creditors being paid in full, with the Court confirming the joint plan and approving the sale of the debtor’s business to the third party successful bidder.
In re Laura Gens Case No. 15-53562 (SLJ) (Bankr. N.D. Cal.)
Represented financial institution as the secured creditor of the debtor in the most recent two of four chapter 11 filings by the debtor over the past seven years. Successfully obtained orders allowing all prepetition fees and expenses incurred by the client (aggregating approximately $500,000), as well as all postpetition fees and expenses (exceeding $300,000) due to its status as an oversecured creditor. Successfully opposed the debtor’s proposed plan under which the debtor continued to challenge the client’s claim (notwithstanding the Court’s prior order) and pay arrears over 10 years. Successfully moved for the case to be converted to chapter 7 where the trustee liquidated the secured creditor’s collateral and paid the secured creditor in full, including all pre- and postpetition fees and expenses.
In re Meruelo Maddux Properties Case No. 1:09-bk-13356-VK (Bankr. C.D. Cal.)
Represented the Official Committee of Unsecured Creditors (OCC) in the case involving the parent company and 53 affiliated companies. The OCC successfully objected to the debtors’ consolidated plan (offering unsecured creditors 80% paid over five years, with no interest) and obtained an order terminating the exclusivity period, thus allowing other interested parties to file competing plans. After considering three competing plans, including an amended plan filed by the debtors, a plan filed by certain minority shareholders, and a plan filed by a secured creditor, the Court confirmed the plan submitted by the minority shareholders. This plan allowed unsecured creditors (represented by the OCC) to be paid in full on the effective date, with interest.
In re Patricia Applegate Case No. 2:11-bk-53357-RN (Bankr. C.D. Cal.)
Represented a banking institution holding two secured claims, each of which was contested by the debtor. The debtor filed a chapter 11 plan offering to pay the bank in full over seven years on one of the claims and nothing on the other claim. After successfully objecting to the proposed
EXHIBIT 4 TO RALLIS DECL. Page 26
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plan, the parties engaged in settlement discussions. The parties reached a settlement, which was approved by the Court resulting in the bank receiving immediate payment in full on the larger of the two claims and approximately 50% on the other claim. In addition, the bank reserved it rights to pursue other nondebtor parties for the balance owing on the second, smaller claim. Once the settlement was approved and consummated, the chapter 11 case of the debtor was dismissed.
In re Tri-City Mental Health Center Case No. 2:04-bk-13167-BR (Bankr. C.D. Cal.)
Represented Tri-City Mental Health Center (TCMH), an entity created under the joint powers authority of a few local cities and thus a “municipality” as defined under the Bankruptcy Code. TCMH filed a chapter 9 petition due to significant expenses incurred by prior management and a drop in revenues. The major creditors included other state and local agencies, several other large unsecured creditors whose claims were disputed, and a few secured creditors. Over the course of almost four years, TCMH successfully negotiated a consensual plan of adjustment with the state and local agencies and the other creditors (both secured and unsecured), which was subsequently confirmed by the Court. Since confirmation, TCMH has paid all unsecured creditors in full, continues to pay the allowed secured claims, and has made significant payments to the state and local agencies. TCMH continues to successfully operate its mental health center.
In re Zacky Farms LLC Case No. 12-37961-B-11 (Bankr. E.D. Cal.)
Represented a significant supplier-creditor who asserted one of the largest unsecured claims in this case and served on the Official Committee of Unsecured Creditors (OCC). The supplier also asserted one of the largest administrative claims in the case based on the product delivered to the debtor shortly prior to the filing of the petition. The supplier was provided counsel in regard to its duties as a member of the OCC, along with prosecuting its postpetition administrative claim and prepetition unsecured claim. Ultimately, the supplier was allowed its administrative claim (approximately $2.4 million), which was paid from the sale proceeds of the debtor’s business operations. The supplier also received a distribution on its prepetition unsecured claim under the debtor’s confirmed plan.
Segel v. Coyte, et al. Adv. No. 8:11-ap-01298-RK (Bankr. C.D. Cal.)
Represented the defendants, who were principals of the debtor, in an action by the disbursing agent appointed under the debtor’s confirmed plan. The disbursing agent asserted claims to avoid approximately $20.0 million in prepetition transfers between and among the defendants. After significant discovery was undertaken, the parties agreed to mediate the dispute. As a result of the mediation, the parties entered into a settlement agreement pursuant to which the defendants would pay the disbursing agent $400,000 over time and the defendants would retain certain claims in the case (which were paid under the settlement).
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In re Sonya Dakar Case No. 2:12-bk-25615-NB (Bankr. C.D. Cal.)
Represented the Official Committee of Unsecured Creditors (OCC) in an individual debtor’s chapter 11 case. After much delay in the case and questionable record keeping by the debtor, the OCC successfully secured the appointment of a chapter 11 trustee. Shortly after such appointment, the parties engaged in settlement discussions culminating in an agreement under which the unsecured creditors would be paid in full and the debtor would not receive a discharge.
In re Grow Mom Inc. Case No. 2:11-bk-60480-VZ (Bankr. C.D. Cal.)
Represented the corporate debtor in its chapter 11 case. The filing was prompted by a judgment creditor seeking to enforce a large judgment claim against the debtor and its assets. The underlying judgment was disputed by the debtor, who filed an appeal of the state court judgment. Prosecution of the appeal continued postpetition, during which time the debtor continued to operate profitably. Through the bankruptcy case and the pending appeal, the parties successfully negotiated a compromise of the disputed judgment claim. The settlement was approved by the Court and consummated by the debtor, and the chapter 11 case was subsequently dismissed.
EXHIBIT 4 TO RALLIS DECL. Page 28
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Attorney Biographies
Dean G. Rallis Jr.
Dean G. Rallis Jr. is the head of the bankruptcy and financial restructuring practice group at Hahn & Hahn.
For over 30 years, Mr. Rallis has focused his practice in the areas of business reorganization, corporate insolvency, commercial and bankruptcy litigation, as well as the acquisition of distressed assets and businesses in bankruptcy court and out-of-court workouts, having extensive experience in the manufacturing, retail, real estate, healthcare, and transportation industries. He has functioned as lead counsel for debtors, creditors (secured and unsecured), creditors’ committees, and purchasers in the bankruptcy, restructuring, and liquidation of companies and has appeared on their behalf in matters pending throughout the country.
Mr. Rallis is a graduate of USC Marshall School of Business (dual major in accounting and finance) and USC Gould School of Law. He maintains memberships in Financial Lawyers Conference, Los Angeles County Bar Association (Commercial Law and Bankruptcy Section), Los Angeles Bankruptcy Forum, Pasadena Tournament of Roses Association (1990–present), American Bankruptcy Institute, and California Bankruptcy Forum.
Matthew D. Pham
Matthew D. Pham is an associate attorney at Hahn & Hahn and a member of the firm’s bankruptcy and financial restructuring practice group.
Mr. Pham has represented a variety of constituents in bankruptcy matters, including operating debtors, creditors’ committees, secured lenders, shopping center landlords, trade creditors, utilities, and defendants in avoidance actions.
Prior to entering private practice, Mr. Pham served in two judicial clerkships. From 2011 to 2014, he was a rotating law clerk to the Honorable Whitney Rimel (retired), W. Richard Lee (retired), and Fredrick E. Clement of the U.S. Bankruptcy Court, Eastern District of California. From 2014 to 2015, he was a law clerk to the Honorable Scott H. Yun of the U.S. Bankruptcy Court, Central District of California.
Mr. Pham received his undergraduate degree, summa cum laude, from Santa Clara University, Leavey School of Business in 2007 and his law degree, cum laude, from the University of California, Hastings College of the Law in 2011. During law school, he was also a judicial extern to the Honorable Randall J. Newsome (retired) and Stephen L. Johnson of the U.S. Bankruptcy Court, Northern District of California.
Mr. Pham is admitted to practice in the State of California and in the Northern, Eastern, Central, and Southern Districts of California. He is also a member of the American Bankruptcy Institute, Financial Lawyers Conference, and California Lawyers Association (Business Law Section).
EXHIBIT 4 TO RALLIS DECL. Page 29
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CERTIFICATE OF SERVICE
At the time of service, I was over 18 years of age and not a party to this bankruptcy case or
adversary proceeding. My business address is 301 E. Colorado Boulevard, Ninth Floor, Pasadena,
CA 91101-1977.
I hereby certify that on this 5th day of August, 2020, I electronically filed the
foregoing CLASS REPRESENTATIVE’S MOTION FOR ORDER APPLYING CIVIL RULE 23
TO CLAIMS ADMINISTRATION PROCESS AND AUTHORIZING FILING OF CLASS
PROOF OF CLAIM; MEMORANDUM OF POINTS AND AUTHORITIES; DECLARATIONS
OF NANETTE KEARNEY, JOHN LOFTON, AND DEAN G. RALLIS JR. with the Clerk of the
Court using the CM/ECF system which will send notification of such filing to the following:
SEE ATTACHED SERVICE LIST.
I also certify that a true and correct copy of the foregoing document was served by first
class mail on August 5, 2020, on the following:
Galileo Learning, LLC Attn: Glen E. Tripp, Responsible Individual 1021 3rd Street Oakland, CA 94607-2507
Galileo Learning, LLC c/o Neal Wolf Hanson Bridgett LLP 425 Market Street, 26th Floor San Francisco, CA 94105
Official Committee of Unsecured Creditors c/o Daniel H. Reiss Levene, Neale, Bender, Yoo & Brill LLP 10250 Constellation Blvd., Suite 1700 Los Angeles, CA 90067
Office of The United States Trustee 450 Golden Gate Avenue, 5th Floor, Suite #05-0153 San Francisco, CA 94102
I declare under penalty of perjury under the laws of the United States of America that the
foregoing is true and correct and that this declaration was executed on August 5, 2020, at
Pasadena, California.
/s/ Margie Arias Margie Arias
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ELECTRONIC MAIL NOTICE LIST – CASE NO. 20-40857 Eric J. Adams on behalf of Creditor U.S. Small Business Administration [email protected] Michael J. Agoglia on behalf of Defendant Synovus Bank [email protected], [email protected] Robert A. Bailey on behalf of Interested Party AFRCT, LLP [email protected], [email protected] Tanya Behnam on behalf of Creditor USAA Federal Savings Bank [email protected], [email protected] Sheryl Betance [email protected], [email protected] Jared D. Bissell on behalf of Creditor Priority Technology Holdings, Inc. [email protected] Matthew R. Brooks on behalf of Creditor Priority Payment Systems, LLC [email protected], [email protected] Jared A. Day on behalf of U.S. Trustee Office of the U.S. Trustee/Oak [email protected], [email protected] Terri H. Didion on behalf of U.S. Trustee Office of the U.S. Trustee/Oak [email protected], [email protected] Anthony James Dutra on behalf of Debtor Galileo Learning Franchising LLC [email protected], [email protected] Janel Marie Glynn on behalf of Defendant USAA Federal Savings Bank [email protected], [email protected] Eddy Hsu on behalf of Creditor Grace Ho [email protected], [email protected] Christopher Kadish on behalf of Defendant Capital One Bank (USA), N.A. [email protected], [email protected] Gary M. Kaplan on behalf of Defendant Visa U.S.A. Inc. [email protected], [email protected] Patricia H. Lyon on behalf of Creditor California Bank of Commerce [email protected], [email protected] Office of the U.S. Trustee/Oak [email protected] Dean G. Rallis, Jr. on behalf of Creditor Nanette Kathleen Kearney [email protected], [email protected] Suhey Ramirez on behalf of U.S. Trustee Office of the U.S. Trustee/Oak [email protected], [email protected]
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Daniel H. Reiss on behalf of Creditor Committee Official Committee Of Unsecured Creditors [email protected], [email protected] Michael A. Rome on behalf of Defendant U.S. Bank, National Association [email protected], [email protected] David A. Wender on behalf of Defendant Synovus Bank [email protected], [email protected] Neal L. Wolf on behalf of Debtor Galileo Learning Franchising LLC [email protected], [email protected]
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