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IN THE UNITED STATES BANKRUPTCY COURT

FOR THE EASTERN DISTRICT OF VIRGINIA

RICHMOND DIVISION

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In re 

GYMBOREE GROUP, INC., et al.1,

Debtors,

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Chapter 11

Case No. 19-30258 (KLP)

(Jointly Administered)

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DEUTSCHE BANK TRUST COMPANY AMERICAS,

Plaintiff,

-againstGYMBOREE GROUP, INC., GIRAFFE 

INTERMEDIATE B, INC., GYM-CARD, LLC, GYMMARK, INC., GYMBOREE MANUFACTURING, INC.,

GYMBOREE RETAIL STORES, LLC., GYMBOREE 

OPERATIONS, INC., GYMBOREE WHOLESALE, INC., 

STEVEN COULOMBE, DAVID INOUYE, and 

MICHAEL FOSTER,

Defendants.

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Adversary Proceeding No. 

COMPLAINT

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Plaintiff, Deutsche Bank Trust Company Americas (“DBTCA”), by its attorneys, Moses 

& Singer LLP, for its Complaint, alleges:

SUMMARY OF COMPLAINT

1. This action seeks relief for the damages suffered by DBTCA by reason of the

breach of trust and conversion of funds that had been held by Gymboree Group, Inc. (“GGI”) and 

 

1 The Gymboree entities involved in the bankruptcy proceeding captioned In re Gymboree Group, Inc. et al., 

No. 19-30258-KLP (Bankr. E.D. Va. 2019) include Gymboree Group, Inc., Gymboree Intermediate Corporation, 

Gymboree Holding Corporation, Gymboree Wholesale, Inc., Gymboree Operations, Inc., Gymboree Distribution, 

Inc., Gymboree Manufacturing, Inc., Gymboree Retail Stores, LLC, Gym-Card, LLC and Gymboree Island, LLC. 

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its affiliates (collectively, “Gymboree Group”) under the Chapter 11 plan of reorganization (the 

“Plan”) confirmed by order of this Court (the “Confirmation Order”) on September 7, 2017.2 The 

Plan and Confirmation Order provided for a cash distribution (the “GUC Distribution”) to be made 

on the effective date to general unsecured creditors (the vast majority of whom were holders of the 

2018 Notes (defined below)), but further required the restructured debtors to hold that GUC 

Distribution in trust in a segregated account pending resolution of the disputed claim objection 

process. Upon such resolution, the trust funds deliverable with respect to the 2018 Notes were 

required to be delivered to DBTCA under the terms of the Confirmation Order. 

2. The GUC Distribution was deposited in an investment account of Gymboree Group 

on the Effective Date of the Plan on September 29, 2017, thereby funding the trust account required 

by the Plan and Confirmation Order (the “Trust Account”).

3. In December 2018, Steven Coulombe (“Coulombe”), was engaged by GGI as the 

Chief Restructuring Officer (“CRO”). 

4. On January 9, 2019, on the eve of the filing of the present Chapter 11 cases, Michael 

Foster (“Foster”), at the direction of and under the supervision of Coulombe, instructed David 

Inouye (“Inouye”), Senior Manager, Treasury, of GGI, to withdraw the remaining GUC 

Distribution from the investment account where it had been held in trust for the prior 14 months 

and to deposit those remaining trust funds into the operating account of GGI, which had been 

pledged as collateral to certain secured creditors of Gymboree Group.

5. On January 11, 2019, the funds in the operating account, including trust funds, were 

applied to the debt owed to certain secured creditors of Gymboree Group.

 

2 Capitalized terms not otherwise defined shall have the meaning set forth in the Amended Joint Chapter 11 

Plan of Reorganization of the Gymboree Corporation and its Debtor Affiliates (the “Plan”), dated August 30, 2017 

(Case No. 19-30258 (KLB) (Bankr. E.D. Va. 2019), Docket No. 583).

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6. This action seeks to hold liable the persons involved in the above described 

conversion of the trust funds in violation of DBTCA’s rights under the Plan and Confirmation 

Order.

JURISDICTION AND VENUE

7. This is an adversary proceeding under Rule 7001 of the Federal Rules of 

Bankruptcy Procedure related to the above-referenced bankruptcy cases pending before this Court. 

8. This Court has jurisdiction over the subject matter of this action pursuant to 28

U.S.C. §§ 1334(b) and 157.

9. Venue of this adversary proceeding is properly with this Court pursuant to 28 

U.S.C. § 1409. 

ALLEGATIONS COMMON TO ALL CLAIMS

The Parties 

10. Plaintiff, DBTCA, is a corporation organized and existing under the laws of the 

State of New York, with its principal place of business in New York. Under paragraph 101 of the 

Confirmation Order, DBTCA was to receive distributions under the Plan made to the holders of 

the 2018 Notes and holds a valid perfected lien on the portion of the trust funds to be distributed 

on account of the 2018 Note Claims.

11. Defendant GGI is a corporation organized and existing under the laws of the State 

of Delaware, with its principal place of business in California. GGI is a debtor-in-possession in 

these Chapter 11 cases.

12. Defendant Giraffe Intermediate B, Inc. is a corporation organized and existing 

under the laws of the State of Delaware, with its principal place of business in California. 

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13. Defendant Gym-Card, LLC is a corporation organized and existing under the laws 

of the Commonwealth of Virginia, with its principal place of business in California. Gym-Card, 

LLC is a debtor-in-possession in these Chapter 11 cases.

14. Defendant Gym-Mark, Inc. is a corporation organized and existing under the laws 

of the State of California, with its principal place of business in California.

15. Defendant Gymboree Manufacturing, Inc. is a corporation organized and existing 

under the laws of the State of California, with its principal place of business in California. 

Gymboree Manufacturing, Inc. is a debtor-in-possession in these Chapter 11 cases.

16. Defendant Gymboree Retail Stores, LLC is a corporation organized and existing 

under the laws of the State of California, with its principal place of business in California.

Gymboree Retail Stores, LLC is a debtor-in-possession in these Chapter 11 cases.

17. Defendant Gymboree Operations, Inc. is a corporation organized and existing under 

the laws of the State of California, with its principal place of business in California. Gymboree 

Operations, Inc. is a debtor-in-possession in these Chapter 11 cases. 

18. Defendant Gymboree Wholesale, Inc. is a corporation organized and existing under 

the laws of the State of California with its principal place of business in California. Gymboree 

Wholesale, Inc. is a debtor-in-possession in these Chapter 11 cases.

19. Defendant Coulombe is the CRO of GGI. He is also a managing director of 

Berkeley Research Group (“BRG”), a consulting firm headquartered in California. 

20. Defendant Foster is a director of BRG and was provided by BRG to GGI to 

support Coulombe as CRO.

21. Defendant Inouye was an employee of GGI at the time of the events complained 

of in this complaint. He resides in San Francisco, California.

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Background 

22. On June 11, 2017, The Gymboree Corporation and seven (7) of its affiliated debtors 

(collectively, the “Prior Debtors”) filed voluntary petitions under Title 11 of the United States 

Code (the “Bankruptcy Code”), initiating chapter 11 cases. See Case No. 19-30258 (KLB) (Bankr. 

E.D. Va. 2019). 

23. DBTCA, in its capacity as indenture trustee under the indenture dated November 

23, 2010 (the “2010 Indenture”), pursuant to which the Gymboree Corporation, as issuer, issued 

its 9.125% Senior Notes due 2018 (the “2018 Notes”), was a member of the Official Committee 

of Unsecured Creditors in those proceedings. 

24. On August 30, 2017, the Prior Debtors filed the Plan, styled the Amended Joint 

Chapter 11 Plan of Reorganization of The Gymboree Corporation and its Debtor Affiliates, (Case 

No. 19-30258 (KLB) (Bankr. E.D. Va. 2019) (Docket No. 583). 

25. On September 7, 2017, the Bankruptcy Court entered the Confirmation Order with 

respect to the Plan. 

26. On September 29, 2017, the Plan became effective (the “Effective Date”).

27. On September 29, 2017, the Effective Date of the Plan occurred. On the Effective 

Date, the Debtors emerged from Chapter 11 as reorganized entities (the “Reorganized Debtors”). 

The Reorganized Debtors, along with the last four digits of each Reorganized Debtor’s federal tax 

identification number, include: The Gymboree Group, Inc. (6587); Giraffe Intermediate B, Inc. 

(0659); Gym-Card, LLC (5720); Gym-Mark, Inc. (6459); Gymboree Manufacturing, Inc. (6464); 

Gymboree Retail Stores, LLC. (6461); Gymboree Operations, Inc. (6463); and Gymboree 

Wholesale, Inc. (6588).

28. The Plan required the Reorganized Debtors to make the GUC Distribution of $4.5 

million to a Class 5 claims reserve and to administer the reserve. It expressly obligated the 

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Reorganized Debtors to hold the reserve in a segregated account in trust for the benefit of Class 5 

(general unsecured creditors) pending interim distributions and the final distribution to such 

creditors.3 

29. Specifically, Article VII. D. of the Plan provides, in pertinent part, 

on the Effective Date, the Reorganized Debtors shall establish the 

Class 5 Claims Reserve, which Class 5 Claims Reserve shall be 

funded with the GUC Distribution and shall be administered by the 

Reorganized Debtors. As soon as practicable after the Effective 

Date, the Reorganized Debtors shall make a Pro Rata distribution to 

all Allowed Class 5 Claims from the Class 5 Claims Reserve using 

the GUC Amount as the denominator in calculating such Pro Rata 

Distribution. The Reorganized Debtors shall make one or more 

additional distributions to Class 5 Allowed Claims, in its discretion, 

until all Class 5 Claims have been resolved. The Reorganized 

Debtors shall hold Cash in the Class 5 Claims Reserve in the same 

Pro Rata share in trust for the benefit of the Holders of Disputed 

Class 5 Claims. Once all Class 5 Claims have been resolved, the 

Reorganized Debtors shall make a final distribution in order to 

distribute the remaining Cash in the Class 5 Claims Reserve Pro

Rata to all Class 5 Allowed Claims using the total amount of Class 

5 Allowed Claims as the denominator (italics and emphasis added).

30. Paragraph 140 of the Confirmation Order further provides, in pertinent part, that 

“the Debtors or the Reorganized Debtors, as applicable, shall establish, on the Effective Date, a 

segregated account by depositing the GUC Distribution into the Class 5 Claims Reserve for the 

benefit of Holders of Allowed Class 5 Claims to be paid as set forth in Article VII.D of the Plan” 

(emphasis added).

31. Paragraph 101 of the Confirmation Order provides that the 2010 Indenture shall 

continue solely for the purpose of: allowing the holder of the 2018 Notes to receive distributions 

under the Plan, allowing the indenture trustee, DBTCA, to facilitate distributions under the Plan 

 

3 DBTCA’s claim relating to the 2018 Notes was classified in Class 5.

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to the holders of the 2018 Notes, and allowing the indenture trustee, DBTCA, to assert any other 

right, privilege, benefit or protection granted to it under the 2010 Indenture.

32. Paragraph 101 of the Confirmation Order also granted DBTCA a continuing lien 

on further distributions to be made with respect to the 2018 Notes from the Trust Account. 

Confirmation Order, ¶ 101. Accordingly, DBTCA, pursuant to the Confirmation Order, held a 

valid perfected lien on the portion of the trust funds to be distributed on account of the 2018 Note 

Claims.

33. Paragraph 101 of the Confirmation Order provides, in pertinent part,

provided, that notwithstanding the foregoing, the Unsecured Notes 

Indenture shall continue in effect solely for purposes of (a) allowing the 

applicable Unsecured Noteholders to receive distributions under the Plan as 

provided herein, (b) allowing the Unsecured Notes Indenture Trustee, if 

applicable, to facilitate the distributions under the Plan to the applicable 

Unsecured Noteholders as provided herein, (c) to the extent the Unsecured 

Notes Indenture Trustee has any unpaid fees and expenses (including those 

of its counsel), or reasonably expects to incur additional fees and expenses 

(including legal fees) in the future, to assert any right or lien it may have 

under the Unsecured Notes Indenture against such distributions and to 

deduct such unpaid fees and expenses from such distributions, and (d) 

allowing the Unsecured Notes Indenture Trustee to assert any other right, 

privilege, benefit or protection granted to it under the Unsecured Notes 

Indenture; provided, further, that the preceding proviso shall not affect the

discharge of the Unsecured Note Claim as provided for herein, or result in 

any expenses or liability to the Reorganized Debtors, except to the extent 

set forth in or provided for under this Plan. In addition, the obligations of 

the Unsecured Notes Indenture Trustee under or in connection with the 

Unsecured Notes Indenture and the Unsecured Notes shall be discharged 

and deemed satisfied on the Effective Date except to the extent necessary 

to facilitate the distribution provided in the Plan to the applicable Unsecured 

Noteholders after the Reorganized Debtors have determined to make any 

such distribution. For the avoidance of doubt, nothing contained in the Plan 

or the Confirmation Order shall in any way limit or affect the standing of 

the Unsecured Notes Indenture Trustee to appear and be heard in the 

Chapter 11 Cases on and after the Effective Date.

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The Trust Account

34. As required by the Plan and Confirmation Order, the Reorganized Debtors 

established the Trust Account for the Class 5 claimants. Inouye, GGI’s Manager, Treasury, 

established an investment account with Bank of America/Merrill Lynch account with account 

number ending in 6DWJ. 

35. On or about September 29, 2017, as required by the Plan and Confirmation Order, 

Inouye deposited the GUC Distribution, in the amount of $4,500,000, into the Trust Account. That 

same day, Mr. Inouye purchased a $4,500,000 investment portfolio, reflected on the statements of 

the Trust Account as the FIMM Government Portfolio Institutional Class (the “FIMM Portfolio”), 

in order to earn interest on the trust funds held for holders of Class 5 Claims. 

36. The FIMM Portfolio contained only the GUC Distribution trust funds. 

The Initial Distribution From The Trust Account

37. On or about May 7, 2018, the Reorganized Debtors, as administrator and trustee of 

the Trust Account established for the benefit of Class 5 claimholders, removed $2,532,283.94 from 

the FIMM Portfolio in order to make the first distribution (the “Initial Distribution”) to creditors 

holding allowed Class 5 claims under the Plan. DBTCA, as the former indenture trustee, received 

$2,510,193.91 of the Initial Distribution for the benefit of itself and the holders of the 2018 Notes 

for which it had served as indenture trustee. 

38. As of May 31, 2018, trust funds in the amount of $2,000,375.79 remained in the 

FIMM Portfolio in the Trust Account.

Berkley Research Group and the Chief Restructuring Officer

39. On October 1, 2018, the Debtors engaged BRG to provide certain financial advisory 

and consulting services to the Debtors. 

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40. On December 17, 2018, the Board of Directors of Gymboree Holding Corporation 

appointed Coulombe, a Managing Director at BRG and the person provided by BRG, to serve as 

the CRO of GGI.

41. Under the terms of the engagement letter dated December 15, 2018, between BRG 

and GGI, GGI requested that the CRO, with the assistance of other professional BRG staff, provide 

professional services to GGI, including overseeing the activities of GGI.

42. The CRO was responsible for overseeing the activities of the BRG staff, including 

Defendant Foster, who provided professional services to the Reorganized Debtors. The BRG staff, 

including Defendant Foster, who provided professional services to the Reorganized Debtors

worked under the CRO’s supervision.

43. Defendant Foster assisted the CRO in providing professional services to GGI. 

During the time period in which Defendant Foster was providing professional services to GGI, he 

reported directly to the CRO and worked under the CRO’s supervision.

The Conversion of the Trust Funds Held In The Trust Account

44. On or about January 2, 2019, Foster, in his role as Director of BRG, was assigned 

to assist Gymboree in its cash management function, including by approving requested 

distributions of Gymboree’s cash. 

45. On or about January 9, 2019, Foster directed Inouye to transfer the trust funds,

consisting of the remainder of the GUC Distribution segregated in the FIMM Portfolio, from the 

Trust Account into Gymboree’s “concentration account” used for general operating purposes. 

46. Foster directed that transfer, exercising the authority of the CRO, with the CRO’s 

full knowledge and consent. 

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47. On or about January 9, 2019, Inouye executed a redemption of the FIMM Portfolio, 

and transferred the proceeds in the amount of $2,027,304.08, constituting the remainder of the 

GUC Distribution and interest earned thereon held in trust, to a Bank of America account ending 

in 1406 (the “Concentration Account”). Following that transfer, the Trust Account had a balance 

of $0. 

48. On January 9, 2019, the Concentration Account had a closing ledger balance of 

$3,146,826.75. The Concentration Account was subject to a lien in favor of the certain secured 

lenders. 

49. The Concentration Account had a closing ledger balance of $3,611,470.71 on 

January 10, 2019. 

50. On January 11, 2019, the last transfer that day out of the Concentration Account 

was an outgoing wire transfer of $5,849,678.26 to Bank of America account number CT2-547-05-

23-99. This transfer was applied to repay other creditors who had a lien on the Concentration 

Account, thereby preferring and unjustly enriching those creditors in the amount of at least 

$2,027,304.08. 

51. On January 11, 2019, the Concentration Account had a closing ledger balance of 

$70,517.67, which thereafter increased to $245,830.19. 

52. On January 16, 2019 (the “Petition Date”), GGI, Gymboree Intermediate 

Corporation, Gymboree Holding Corporation, Gymboree Wholesale, Inc., Gymboree Operations, 

Inc., Gymboree Distribution, Inc., Gymboree Manufacturing, Inc., Gymboree Retail Stores, LLC,

Gym-Card, LLC and Gymboree Island, LLC each filed a voluntary petition for relief under chapter 

11 of title 11 of the United States Code. 

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FIRST CAUSE OF ACTION

BREACH OF TRUST AGAINST THE REORGANIZED DEBTORS

53. Plaintiff repeats, realleges and incorporates by reference the allegations contained 

in paragraphs 1 through 52 of this Complaint as though fully set forth herein.

54. Article VII.D of the Plan obligated the Reorganized Debtors, including GGI, to 

fund and administer a claim reserve and to hold such funds in a segregated trust account for the 

benefit of Holders of Class 5 Claims. 

55. Pursuant to Article VII.D of the Plan and the Confirmation Order, the Reorganized 

Debtors, including GGI, were required to hold the GUC Distribution in trust for the benefit of the 

holders of Class 5 Claims pending the resolution of all Class 5 Claims. 

56. On or about September 29, 2017, the Reorganized Debtors funded the Trust 

Account with the GUC Distribution, as required by the Plan and Confirmation Order. Thereafter, 

in accordance with the Plan and Confirmation Order, the Reorganized Debtors dealt with and 

administered such Trust Funds for the benefit of holders of Class 5 claims for the next 14 months, 

including by making the Initial Distribution to holders of Class 5 claims on or about May 7, 2018. 

57. The portion of the trust funds in the Trust Account payable to holders of 2018 Notes 

were also subject to a lien in favor of DBTCA, as former indenture trustee with respect to the 2018 

Notes. 

58. On or about January 9, 2019, the Reorganized Debtors abdicated and breached all 

of their legal and equitable obligations to the holders of Class 5 claims (including holders of the 

2018 Notes) and, thereby, to DBTCA, by transferring all then remaining trust funds from the Trust 

Account into the Concentration Account of GGI, prior to resolution of the Class 5 Claims, in

violation of Section VII.D of the Plan and the Confirmation Order. 

59. The foregoing conduct of GGI constituted a breach of trust.

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60. Plaintiff requests entry of judgment against each of the Reorganized Debtors, 

jointly and severally, granting an allowed claim in an amount to be determined by the Court, plus 

interest.

SECOND CAUSE OF ACTION

CONVERSION AGAINST THE REORGANIZED DEBTORS

61. Plaintiff repeats, realleges and incorporates by reference the allegations contained 

in paragraphs 1 through 60 of this Complaint as though fully set forth herein.

62. Article VII.D of the Plan and Confirmation Order created a valid and enforceable 

trust in favor of the holders of Class 5 Claims (including the 2018 Notes) and obligated the 

Reorganized Debtors to administer the funds in the reserve pending the resolution of all Class 5 

Claims.

63. The funds in the Trust Account payable to holders of 2018 Notes were required to 

be delivered to DBTCA and were subject to a lien in favor of DBTCA, as former indenture trustee 

with respect to the 2018 Notes. 

64. The January 9, 2019, transfer of all remaining trust funds set aside for the Holders 

of Disputed Class 5 Claims out of the Trust Account and into the Concentration Account of GGI 

constituted a conversion of the trust funds by the Reorganized Debtors to pay the other creditors 

who had a lien on the Concentration Account.

65. Plaintiff requests entry of judgment against each of the Reorganized Debtors, 

jointly and severally, granting an allowed claim in an amount to be determined by the Court, plus

interest.

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THIRD CAUSE OF ACTION

AIDING AND ABETTING BREACH OF TRUST AGAINST INOUYE, COULOMBE AND 

FOSTER

66. Plaintiff repeats, realleges and incorporates by reference the allegations contained 

in paragraphs 1 through 65 of this Complaint as though fully set forth herein. 

67. Foster, exercising authority granted to him by Coulombe, directed that the funds 

held in the Trust Account be transferred to the Concentration Account.

68. Inouye knew that the transfer of the funds held in the Trust Account to the 

Concentration Account constituted a breach of trust under the Plan.

69. Foster knew that the transfer of the funds held in the Trust Account to the 

Concentration Account constituted a breach of trust under the Plan. 

70. Coulombe knew that the transfer of the funds held in the Trust Account to the 

Concentration Account constituted a breach of trust under the Plan. 

71. For the foregoing reasons, the conduct of Inouye, Coulombe and Foster constitutes 

aiding and abetting a breach of trust by GGI thereby frustrating and defeating DBTCA’s rights 

under the Confirmation Order.

72. Plaintiff requests entry of judgment against Inouye, Coulombe and Foster, jointly 

and severally, in the amount to be determined by the Court, plus interest.

FOURTH CAUSE OF ACTION

AIDING AND ABETTING CONVERSION AGAINST INOUYE, COULOMBE AND 

FOSTER

73. Plaintiff repeats, realleges and incorporates by reference the allegations contained 

in paragraphs 1 through 71 of this Complaint as though fully set forth herein. 

74. Foster, exercising authority granted by Coulombe, directed that the funds held in 

the Trust Account be transferred to the Concentration Account.

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75. Inouye knew that the transfer of the funds held in the Trust Account to the 

Concentration Account constituted conversion of funds that were held in trust under the Plan and

were to be delivered to DBTCA and were subject to the lien of DBTCA.

76. Foster knew that the transfer of the funds held in the Trust Account to the 

Concentration Account constituted conversion of funds that were held in trust under the Plan and 

were to be delivered to DBTCA and were subject to the lien of DBTCA.

77. Coulombe knew that the transfer of the funds held in the Trust Account to the 

Concentration Account constituted conversion of funds that were held in trust under the Plan and 

were to be delivered to DBTCA and were subject to the lien of DBTCA.

78. For the foregoing reasons, the conduct of Inouye, Coulombe and Foster constitutes 

aiding and abetting GGI’s conversion of funds that were held in trust under the Plan and were to 

be delivered to DBTCA and were subject to the lien of DBTCA.

79. Plaintiff requests entry of judgment against Inouye, Coulombe and Foster, jointly 

and severally, in an amount to be determined by the Court, plus interest.

FIFTH CAUSE OF ACTION

TURNOVER OF PROPERTY AGAINST GGI

80. Plaintiff repeats, realleges and incorporates by reference the allegations contained 

in paragraphs 1 through 77 of this Complaint as though fully set forth herein.

81. The funds held in the Concentration Account that are traceable to the Trust Account 

are not property of GGI’s bankruptcy estate. 

82. For the foregoing reasons, the GGI should be required to turn over to DBTCA the

funds that are not property of GGI’s bankruptcy estate that should have been delivered to DBTCA 

under the terms of the Confirmation Order.

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83. Plaintiff requests entry of judgment against GGI in an amount to be determined by 

the Court, but not less than $245,830.19, plus interest. 

SIXTH CAUSE OF ACTION

CIVIL CONTEMPT AGAINST ALL DEFENDANTS

84. Plaintiff repeats, realleges and incorporates by reference the allegations contained 

in paragraphs 1 through 81 of this Complaint as though fully set forth herein. 

85. The Reorganized Debtors and all persons on notice were bound by the 

Confirmation Order. The Reorganized Debtors, Inouye, Foster and Coulombe had notice of the 

Confirmation Order. 

86. The Reorganized Debtors, Inouye, Foster and Coulombe willfully and intentionally 

violated the Confirmation Order when they caused the transfer of funds from the FIMM Portfolio 

to the Concentration Account on or about January 9, 2019, in violation of the terms of the Plan 

and Confirmation Order. 

87. By reason of the foregoing, the Reorganized Debtors, Inouye, Foster and Coulombe 

knowingly and willfully violated the Confirmation Order.

88. Plaintiff requests the entry of judgment against each of the Reorganized Debtors,

Inouye, Foster and Coulombe, jointly and severally, for civil contempt of the Confirmation Order 

in an amount to be determined at trial, but including Plaintiff’s costs and expenses of prosecuting 

this adversary proceeding. 

CONCLUSION

WHEREFORE, for all of the foregoing reasons, Plaintiff demands the entry of judgment 

in its favor as follows:

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(i) On the First Cause of Action, against each of the Reorganized Debtors, 

jointly and severally, granting an allowed claim in an amount to be determined by the Court, plus 

interest;

(ii) On the Second Cause of Action, against each of the Reorganized Debtors, 

jointly and severally, granting an allowed claim in an amount to be 

determined by the Court, plus interest;

(iii) On the Third Cause of Action, against Inouye, Coulombe and Foster, 

jointly and severally, in an amount to be determined by the Court, plus 

interest;

(iv) On the Fourth Cause of Action, against Inouye, Coulombe and Foster, 

jointly and severally, in an amount to be determined by the Court, plus 

interest;

(v) On the Fifth Cause of Action, against GGI in an amount to be determined 

by the Court but not less than $245,830.19, plus interest;

(vi) On the Sixth Cause of Action, against each of the Reorganized Debtors, 

Inouye, Foster and Coulombe, jointly and severally, for civil contempt of 

the Confirmation Order in an amount to be determined by the Court;

(vii) Awarding Plaintiff judgment against Defendants for Plaintiff’s attorneys’ 

fees, costs and other expenses incurred in this proceeding; and

(viii) Granting Plaintiff such other and further relief as the Court deems just and 

proper.

Dated: August 6, 2019

By: /s/ Robert S. Westermann

Robert S. Westermann (VSB No. 43294)

Alexander R. Kalyniuk (VSB No. 92325)

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HIRSCHLER FLEISCHER, P.C.

The Edgeworth Building

2100 East Cary Street 

Richmond, VA 23218-0500

Telephone: (804) 771-5610 

Facsimile: (804) 644-0957

Email: rwestermann@hirschlerlaw.com

Email: akalyniuk@hirschlerlaw.com

-andBy: /s/ Mark N. Parry

Mark N. Parry (admitted pro hac vice)

MOSES & SINGER LLP

Alan Kolod

Megan H. Daneshrad

405 Lexington Avenue

New York, New York 10174

Telephone: (212) 554-7800

Facsimile: (212) 554-7700

Email: akolod@mosessinger.com

Email: mparry@mosessinger.com

Email: mdaneshrad@mosessinger.com

Attorneys for Plaintiff Deutsche Bank Trust 

Company Americas

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