HUNTON ANDREWS KURTH LLP 

Riverfront Plaza, East Tower 

951 East Byrd Street 

Richmond, Virginia 23219 

Telephone: (804) 788-8200 

Facsimile: (804) 788-8218 

Tyler P. Brown (VSB No. 28072) 

Jason W. Harbour (VSB No. 68220) 

Proposed Counsel to the Debtor 

and Debtor in Possession

IN THE UNITED STATES BANKRUPTCY COURT 

FOR THE EASTERN DISTRICT OF VIRGINIA 

RICHMOND DIVISION 

In re: 

LECLAIRRYAN PLLC, 

Debtor.1

Chapter 11 

Case No. 19-[ ] (___) 

OMNIBUS MOTION OF LECLAIRRYAN PLLC FOR ENTRY 

OF INTERIM AND FINAL ORDERS AUTHORIZING THE 

DEBTOR TO ASSUME CERTAIN EXECUTORY CONTRACTS 

Bankruptcy Rule 6006 Notice to Executory Contract Counter-Parties 

Pursuant to Bankruptcy Rule 6006, parties receiving this Motion should locate their 

respective names and executory contracts listed herein. 

LeClairRyan PLLC, the above-captioned debtor and debtor-in-possession 

(“LeClairRyan” or the “Debtor”), by its undersigned counsel, hereby moves (the “Motion”) this 

Court for entry of interim and final orders, each substantially in the form attached hereto as 

Exhibit A (the “Interim Order”), pursuant to sections 365 and 105(a) of Title 11 of the United 

States Code, 11 U.S.C. §§ 101-1532 (as amended, the “Bankruptcy Code”), authorizing the 

Debtor to assume the three (3) executory contracts (collectively, the “Agreements”) listed on 

1 The last four digits of the Debtor’s federal tax identification number are 2451. 

Case 19-34574-KRH Doc 12 Filed 09/03/19 Entered 09/03/19 09:40:27 Desc Main

 Document Page 1 of 21
2 

Exhibit 1 to the Proposed Order. In support of this Motion, the Debtor relies on the Declaration 

of Lori D. Thompson, Esq. in support of Chapter 11 Petition and First Day Motions (the 

“Thompson Declaration”). In further support of this Motion, the Debtor submits as follows: 

Jurisdiction, Venue, and Predicates for Relief 

1. The Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 28 

U.S.C. § 1334(b). Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409. This matter is a 

core proceeding within the meaning of 28 U.S.C. §157(b)(2)(A). 

2. The statutory predicates for the relief requested herein are sections 105 and 365 of 

the Bankruptcy Code. 

Background 

A. Chapter 11 Cases 

3. On the date hereof (the “Petition Date”), the Debtor filed with the Court its 

voluntary petition for relief under chapter 11 of the Bankruptcy Code, commencing the abovecaptioned chapter 11 case. The Debtor continues to operate its businesses and manage its 

property as a debtor-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy 

Code. 

4. No creditors’ committee has been appointed in this case. No trustee or examiner 

has been appointed. 

5. A full description of the Debtor’s business operations, corporate structures, capital 

structures, and reasons for commencing this case is set forth in full in the Thompson Declaration, 

which was filed contemporaneously with this Motion and which is incorporated herein by 

reference. Additional facts in support of the specific relief sought herein are set forth below. 

Case 19-34574-KRH Doc 12 Filed 09/03/19 Entered 09/03/19 09:40:27 Desc Main

 Document Page 2 of 21
3 

B. The Agreements 

6. The Agreements the Debtor seeks to assume in this Motion include (i) the 

Services Agreement, dated as of August 20, 2019 (the “Thompson Services Agreement”), by and 

between the Debtor and Lori D. Thompson, Esq. (“Ms. Thompson”), (ii) the Services 

Agreement, dated as of August 27, 2019 (the “Lange Services Agreement”), by and between the 

Debtor and Christopher J. Lange, Esq. (“Mr. Lange”), and (iii) the Receivables Liquidation 

Agreement, dated as of October 1, 2018 (as amended by Amendment No. 1 to Receivables 

Liquidation Agreement, dated as of March 1, 2019, and Amendment No. 2 to Receivables 

Liquidation Agreement, dated as of August 12, 2019, the “RLA”), by and between the Debtor 

and On-Site Associates, LLC (“On-Site”). The Debtor submits that each Agreement is critical 

and necessary to the Debtor’s ability to effectuate a wind-down of its estate and maximize value 

for creditors and other parties-in-interest. 

i. The Services Agreements 

7. On July 29, 2019, the members of LeClairRyan determined that an orderly winddown of the firm was in the best interests of clients, creditors and employees and voted to 

approve such a wind-down through the dissolution committee (the “Dissolution Committee”). In 

connection with such vote, the members of LeClairRyan resolved to appoint the following 

individuals to the Dissolution Committee: (a) Mr. C. Erik Gustafson, the chief executive officer 

of LeClairRyan (“Mr. Gustafson”), (b) Ms. Thompson, (c) Mr. Lange, and (d) Richard W. 

“Deke” Bowerman, Esq. (“Mr. Bowerman”). Mr. Bowerman and Mr. Gustafson have since 

resigned from the Dissolution Committee. Mr. Gustafson, however, resigned after approving the 

commencement of this chapter 11 case, and negotiating the Services Agreements. 

Case 19-34574-KRH Doc 12 Filed 09/03/19 Entered 09/03/19 09:40:27 Desc Main

 Document Page 3 of 21
4 

8. Ms. Thompson was a shareholder of LeClairRyan from 2010 until March 8, 2018, 

when it converted from a professional corporation to a professional limited liability company. 

She then was a member of LeClairRyan until August 19, 2019, when she resigned and became a 

member of the firm of Spilman, Thomas & Battle, PLLC (“Spilman”) in order to engage in the 

full-time practice of law with Spilman. Prior to LeClairRyan’s dissolution, Ms. Thompson 

served as LeClairRyan’s general counsel and office leader of the firm’s Roanoke, Virginia 

office. 

9. Mr. Lange was a shareholder of LeClairRyan from 2000 until its conversion on 

March 8, 2018, and subsequently was a member of LeClairRyan. Mr. Lange practiced corporate 

and securities law in the firm’s Richmond, Virginia office. 

10. To ensure that the Debtor and its estate would continue to benefit from Ms. 

Thompson’s and Mr. Lange’s involvement in the wind-down, LeClairRyan entered into the 

Thompson Services Agreement with Ms. Thompson on or about August 20, 2019, and the Lange 

Services Agreement with Mr. Lange on or about August 27, 2019. 

11. Pursuant to the Thompson Services Agreement, Ms. Thompson agreed to 

continue to serve as chair of the Dissolution Committee and to perform such other managerial 

services as LeClairRyan requires, as an independent contractor, in exchange for an hourly fee of 

$450, which shall be invoiced monthly by, and payable to, Spilman. As part of the Thompson 

Services Agreement, LeClairRyan also agreed to, among other things, seek to assume such 

agreement upon the filing of any chapter 11 case. The Debtor will owe Ms. Thompson for 

services performed prior to the Petition Date, when she submits an invoice in due course in 

September, and the Debtor estimates that such amounts will not exceed $9,000. 

Case 19-34574-KRH Doc 12 Filed 09/03/19 Entered 09/03/19 09:40:27 Desc Main

 Document Page 4 of 21
5 

12. Under the Thompson Services Agreement, the Debtor provided Ms. Thompson an 

advance deposit of $15,000 to be held in escrow on behalf of the Debtor for payment of Ms. 

Thompson’s services. 

13. Pursuant to the Lange Services Agreement, Mr. Lange agreed to continue to serve 

as a member of the Dissolution Committee and to perform such other services as LeClairRyan 

requires, as an independent contractor, and LeClairRyan agreed to compensate Mr. Lange the 

amount of $14,000 for services rendered from August 5, 2019, through August 27, 2019. Mr. 

Lange has been paid in full for all such amounts as of the Petition Date. LeClairRyan also 

agreed to compensate Mr. Lange the amount of $4,900 for each week of services rendered after 

August 27, 2019, which shall be invoiced monthly by, and payable to, Mr. Lange individually. 

The Debtor will owe Mr. Lange for services performed prepetition from August 28, 2019 

through the Petition Date, when due in September, and the Debtor estimates that such amounts 

will total $2,000. 

14. Like the Thompson Services Agreement, as part of the Lange Services 

Agreement, LeClairRyan agreed to, among other things, seek to assume such agreement upon the 

filing of any chapter 11 case. 

15. Neither Ms. Thompson nor Mr. Lange is being retained to provide legal advice to 

the Debtor. 

16. The Debtor believes that the services provided by Ms. Thompson and Mr. Lange 

are crucial for conducting an efficient liquidation and dissolution of its estate. Ms. Thompson 

has the requisite institutional knowledge and experience to chair the Dissolution Committee even 

though she is now engaged in the full-time practice of law and a member of Spilman. Further, 

Mr. Lange’s nearly 20 years with LeClairRyan render him uniquely suited to helping the Debtor 

Case 19-34574-KRH Doc 12 Filed 09/03/19 Entered 09/03/19 09:40:27 Desc Main

 Document Page 5 of 21
6 

with its wind-down. Moreover, continuity in management is paramount to a smooth transition of 

client matters to successor firms, collection of accounts receivable, and maximization of the 

return to all creditors and parties in interest. 

17. Accordingly, the Debtor has determined, in its business judgment, that the 

assumption of both Services Agreements is in the best interests of the Debtor and its estate. 

ii. The RLA 

18. On October 1, 2018, the Debtor and On-Site entered into the RLA pursuant to 

which On-Site provides assistance in collecting certain of the Debtor’s billed and unbilled 

accounts receivable. In exchange for its services, On-Site receives commissions based on the 

cumulative sum of actual collections received by the Debtor. 

19. On August 12, 2019, the Debtor and On-Site entered into Amendment No. 2 to 

Receivables Liquidation Agreement (“Amendment No. 2”), which, among other things, 

expanded the receivables On-Site would help the Debtor collect and also revised and reduced the 

commission rates for commissions earned by On-Site. Amendment No. 2 also required the 

Debtor to cause its secured lender, ABL Alliance LLLP (also known as Virginia Commercial 

Finance (“VCF”)) to indemnify On-Site in the event the Debtor fails to timely pay its obligations 

under the RLA.2 As a condition to entering into Amendment No. 2, On-Site required that the 

Debtor, and the Debtor agreed to, move to assume the RLA on the petition date of any chapter 11 

case. 

20. As of the Petition Date, the Debtor is current on its payment obligations to OnSite under the RLA, but will owe On-Site compensation for collection work performed prepetition when On-Site’s invoice is presented for payment in September 2019. The Debtor 

2 Also on August 12, 2019, VCF and On-Site entered into that certain Indemnity Agreement pursuant to 

which VCF agreed to indemnify On-Site for all sums earned by On-Site and not paid by the Debtor under 

the RLA. 

Case 19-34574-KRH Doc 12 Filed 09/03/19 Entered 09/03/19 09:40:27 Desc Main

 Document Page 6 of 21
7 

estimates the pre-petition fees due to On-Site, as of August 27, 2019, total approximately 

$63,000 above the retainer On-Site is holding. 

21. The Debtor believes that On-Site’s services are essential to collect accounts 

receivable and maximize value for its creditors. 

22. Accordingly, the Debtor has determined, in its business judgment, that the 

assumption of the RLA and payment of the pre-petition fees, when due, are in the best interests 

of the Debtor and its estate. 

Relief Requested 

23. By this Motion, Debtor seeks entry of interim and final orders (i) authorizing the 

Debtor to assume the Agreements, (ii) authorizing the Debtor to pay cure amounts owed under 

the Agreements (collectively, the “Cure Amounts”), and (iii) granting related relief. 

Basis for Relief Requested 

A. Assumption Is Appropriate Where It Is Based on the Proper Exercise of the 

Debtor’s Business Judgment. 

24. Section 365(a) of the Bankruptcy Code provides that a debtor, “subject to the 

court’s approval, may assume or reject any executory contract or unexpired lease.” 11 U.S.C. § 

365(a). Courts routinely approve motions to assume or reject executory contracts or unexpired 

leases upon a showing that the debtor’s decision to take such action will benefit the debtor’s 

estate and is an exercise of sound business judgment. See NLRB v. Bildisco & Bildisco, 465 U.S. 

513, 523 (1984) (stating that the traditional standard applied by courts under section 365 is 

“business judgment”); see also Crystalin, L.L.C. v. Selma Prop., Inc. (In re Crystalin, L.L.C.), 

293 B.R. 455, 463–64 (B.A.P 8th Cir. 2003) (citing Orion Pictures Corp. v. Showtime Networks, 

Inc. (In re Orion Pictures Corp.), 4 F.3d 1095, 1099 (2d Cir. 1993)) (stating that section 365 of 

the Bankruptcy Code “permits the trustee or debtor-in-possession, subject to the approval of the 

Case 19-34574-KRH Doc 12 Filed 09/03/19 Entered 09/03/19 09:40:27 Desc Main

 Document Page 7 of 21
8 

bankruptcy court, to go through the inventory of executory contracts of the debtor and decide 

which ones it would be beneficial to adhere to and which ones it would be beneficial to reject”); 

Richmond Leasing Co. v. Capital Bank, N.A., 762 F.2d 1303, 1311 (5th Cir. 1985) (“More 

exacting scrutiny would slow the administration of the debtor’s estate and increase its cost, 

interfere with the Bankruptcy Code’s provision for private control of administration of the estate, 

and threaten the court’s ability to control a case impartially.”); In re Gucci, 193 B.R. 411, 415 

(S.D.N.Y. 1996) (“A bankruptcy court reviewing a trustee’s decision to assume or reject an 

executory contract should apply its ‘business judgment’ to determine if it would be beneficial or 

burdensome to the estate to assume it.”). 

25. Courts do not second-guess a debtor’s business judgment concerning the 

assumption of a lease or executory contract if such assumption will benefit the estate, unless such 

a decision is clearly erroneous. See Lubrizol Enters., Inc. v. Richmond Metal Finishers, Inc., 756 

F.2d 1041, 1047 (4th Cir. 1985) (finding a debtor’s decision to assume or reject an executory 

contract based on its business judgment will generally not be disturbed “unless it is shown that 

the bankrupt’s decision was one taken in bad faith or in gross abuse of the bankrupt’s retained 

business discretion”); In re Circuit City Stores, Inc., No. 08-35653, 2010 Bankr. LEXIS 1713, at 

*12 (Bankr. E.D. Va. June 9, 2010); Salem Bank, 49 B.R. at 576; see also Four B. Corp. v. Food 

Barn Stores, Inc. (In re Food Barn Stores, Inc.), 107 F.3d 558, 567 n.16 (8th Cir. 1997) (“Where 

the trustee’s request is not manifestly unreasonable or made in bad faith, the court should 

normally grant approval ‘[a]s long as [the proposed action] appears to enhance [the] debtor’s 

estate.’”) (alterations in original) (citation omitted); In re Riodizio, Inc., 204 B.R. 417, 424 

(Bankr. S.D.N.Y. 1997) (“[A] court will ordinarily defer to the business judgment of the debtor’s 

management.”); Westbury Real Estate Ventures, Inc. v. Bradlees, Inc. (In re Bradlees Stores, 

Case 19-34574-KRH Doc 12 Filed 09/03/19 Entered 09/03/19 09:40:27 Desc Main

 Document Page 8 of 21
9 

Inc.), 194 B.R. 555, 558 n.1 (“In reviewing a debtor’s decision to assume or reject an executory 

contract, the court must examine the contract and circumstances and apply its best ‘business 

judgment’ to determine if the assumption or rejection would be beneficial or burdensome to the 

estate.”) (citations omitted). 

26. The Debtor has determined in its reasoned business judgment that assumption of 

the Agreements is appropriate and will benefit the Debtor’s estate. The assumption of the 

Agreements is an appropriate exercise of the Debtor’s business judgment based upon all of the 

information available to the Debtor. Specifically, the Debtor has examined the terms and 

evaluated the potential economic impact of assuming the Agreements. 

27. In particular, the Debtor has determined that the services provided under the 

Agreements are necessary to its liquidation and dissolution and beneficial to its creditors. 

28. For these reasons, the Debtor believes that the assumption of the Agreements is 

proper under the circumstances, is a sound exercise of the Debtor’s business judgment, will 

benefit the Debtor’s estate, and this decision is not clearly erroneous. 

B. To the Extent that Heightened Scrutiny Applies to the Assumption of the Services 

Agreements, the Debtor Has Satisfied the Inherent Fairness Standard. 

29. Some courts have suggested that a debtor’s assumption of an executory contract 

or unexpired lease with an insider counterparty may be subject to heightened scrutiny. See, e.g., 

In re Innkeepers USA Tr., 442 B.R. 227 (Bankr. S.D.N.Y. 2010) (suggesting, but not deciding, 

that the entire fairness standard may apply to the assumption of a plan support agreement with a 

related party); see also In re Bidermann Indus. U.S.A., Inc., 203 B.R. 547, 551 (Bankr. S.D.N.Y. 

1997) (noting in the context of the debtor’s sale of assets to a fiduciary that insider transactions 

are not per se prohibited, but they “are necessarily subjected to heightened scrutiny because they 

are rife with the possibility of abuse”); Virginia Broadband, LLC v. Manuel (In re Virginia 

Case 19-34574-KRH Doc 12 Filed 09/03/19 Entered 09/03/19 09:40:27 Desc Main

 Document Page 9 of 21
10 

Broadband, LLC), 538 B.R. 253, 261 (W.D. Va. 2015) (“An insider’s dealings with a bankruptcy 

company are ordinarily subject to strict scrutiny . . . [which] requires that the insider show 

inherent fairness and good faith of the challenged transaction.”). 

30. Other courts, however, have questioned whether heightened scrutiny applies to a 

debtor’s assumption of executory contracts or unexpired leases with insiders. See, e.g., SBA v. 

XACT Telesolutions, Inc. (In re XACT Telesolutions, Inc.), No. DKC 2005-1230, 2006 U.S. Dist. 

LEXIS 621, at *11-12 (D. Md. 2006) (“The law is unsettled as to whether a bankruptcy court 

must apply heightened scrutiny to transactions that involve a fiduciary or insider.”); Westship, 

Inc. v. Trident Shipworks, Inc. (In re Trident Shipworks, Inc.), 247 B.R. 856, 865 (M.D. Fla. 

2000) (noting that because Bidermann involved the sale of assets rather than the assumption of a 

lease, “it is not even clear that the law requires heightened scrutiny” when examining the 

assumption of a lease with an insider). Further, as the Court noted in Trident Shipworks, the 

cases employing heightened scrutiny:

involved the purchase of debtor assets by fiduciaries pursuant to section 363, not the 

assumption or rejection of leases under section 365. In these cases, the courts required 

the parties to have acted in ‘good faith.’ They examined the conduct of the parties to 

determine if there was ‘fraud, collusion . . . or an attempt to take grossly unfair advantage 

of other bidders.’ For all intents and purposes, if misconduct were present, the 

transaction was not a sound business decision and the parties failed to meet even the low 

threshold of the business judgment rule. 

Trident Shipworks, 247 B.R. at 866. 

31. While the Debtor believes that the business judgment standard applies to the 

assumption of the Services Agreements, to the extent that heightened scrutiny applies to the 

assumption of their Services Agreements, the Debtor’s assumption of such Agreements 

nevertheless is appropriate because the Services Agreements are inherently fair, and the parties 

entered into such Agreements in good faith. The Services Agreements were negotiated at arms’-

Case 19-34574-KRH Doc 12 Filed 09/03/19 Entered 09/03/19 09:40:27 Desc Main

 Document Page 10 of 21
11 

length by the other two members of the Dissolution Committee and the counter-party. Further, 

because of their institutional knowledge, Ms. Thompson and Mr. Lange are uniquely suited to 

assist the Debtor in its wind-down. Finally, there is no indication of any misconduct, such as 

fraud, collusion, or an attempt to get an unfair advantage, by either counterparty. Accordingly, 

even if heightened scrutiny applies to the assumption of the Services Agreements, the Debtor 

submits that assumption is appropriate because the Services Agreements are inherently fair and 

were entered into in good faith. 

C. The Debtor Has Provided Adequate Assurances of Future Performance. 

32. The Debtor submits that it will have sufficient cash reserves to pay the Cure 

Amounts and meet future obligations under the Agreements. Contemporaneously with this 

Motion, the Debtor filed the Motion of LeClairRyan PLLC for Entry of Interim and Final Orders 

Authorizing the Debtor to Use Cash Collateral and Granting Adequate Protection and Related 

Relief (the “Cash Collateral Motion”). Upon approval of the Cash Collateral Motion, the Debtor 

will be able to use cash collateral to meet its obligations to effectuate the wind-down, including 

under the Agreements. 

Interim Order

33. The Debtor initially seeks the relief requested in this Motion substantially in the 

form of the Interim Order. Within three business days of the entry of the Interim Order, the 

Debtor will serve a copy of the Interim Order and this Motion on (a) the Office of the United 

States Trustee for the Eastern District of Virginia (the “U.S. Trustee”), (b) counsel to ABL 

Alliance, LLLP, (c) ULX Partners, LLC; and (d) those creditors holding the 20 largest unsecured 

claims against the Debtor’s estate. 

Case 19-34574-KRH Doc 12 Filed 09/03/19 Entered 09/03/19 09:40:27 Desc Main

 Document Page 11 of 21
12 

34. The Debtor requests that the deadline to file an objection (“Objection”) to the 

Motion shall be set as 4:00 p.m. (prevailing Eastern Time) on a date established by the Court that 

is at least seven calendar days prior to the hearing scheduled by the Court with respect to the 

relief sought herein on a final basis (the “Objection Deadline”). An Objection shall be 

considered timely only if, on or prior to the Objection Deadline, it is (a) filed with the Court and 

(b) served upon and actually received by (i) the U.S. Trustee, the Office of the United States 

Trustee for the Eastern District of Virginia, 701 East Broad Street, Suite 4304, Richmond, 

Virginia 23219, Attn: Robert Van Arsdale, email: USTPRegion04.RH.ECF@usdoj.gov; (ii) 

proposed counsel to the Debtor, Hunton Andrews Kurth LLP, Riverfront Plaza, East Tower, 951 

East Byrd Street, Richmond, Virginia 23219, Attn: Tyler P. Brown, email: 

tpbrown@hunton.com; and (iii) the attorneys for any official committee of unsecured creditors, 

if then appointed in these cases, on or before the Objection Deadline. 

35. The Debtor requests authority, unless otherwise ordered by the Court, to file and 

serve a reply to any Objection with the Court on or before 12:00 p.m. (prevailing Eastern Time) 

on the day that is at least one business day before the scheduled hearing date. 

36. The Debtor also request authority, if no Objections are timely filed and served as 

set forth herein, on or after the Objection Deadline, to submit to the Court a final order 

substantially in the form of the Interim Order granting the relief requested herein on a final basis, 

which order shall be submitted and may be entered with no hearing and no further notice or 

opportunity to be heard afforded to any party. If an Objection is timely filed, a hearing will be 

held at a date and time to be established by the Court. 

37. The foregoing notice procedures satisfy Bankruptcy Rule 9014 by providing the 

counterparties with notice and an opportunity to object and be heard at a hearing. See, e.g., In re 

Case 19-34574-KRH Doc 12 Filed 09/03/19 Entered 09/03/19 09:40:27 Desc Main

 Document Page 12 of 21
13 

Drexel Burnham Lambert, 160 B.R. 729, 734 (S.D.N.Y. 1993) (an opportunity to present 

objections satisfies due process); In re Colorado Mountain Cellars, Inc., 226 B.R. 244, 246 (D. 

Colo. 1998) (a hearing is not required to satisfy Bankruptcy Rule 9014). Furthermore, the 

proposed notice procedures protect the due process rights of the parties in interest without 

unnecessarily exposing the Debtor’s estate to unwarranted administrative expenses. 

Necessity for Immediate Relief

38. Bankruptcy Rule 6003 provides that “[e]xcept to the extent that relief is necessary 

to avoid immediate and irreparable harm, the court shall not, within 21 days after the filing of the 

petition, issue an order granting . . . (b) a motion to use, sell, lease, or otherwise incur an 

obligation regarding property of the estate, including a motion to pay all or part of a claim that 

arose before the filing of the petition . . . .” If the Debtor is not authorized to assume the 

Agreements, Ms. Thompson, Mr. Lange, and On-Site may not continue to assist with the winddown and collection of accounts receivable, and immediate and irreparable harm could result. 

Accordingly, the relief requested herein is consistent with Bankruptcy Rule 6003. 

Request for Waiver of Stay 

39. To implement the foregoing successfully, the Debtor seeks a waiver of the notice 

requirements under Bankruptcy Rule 6004(a) and the 14-day stay of an order authorizing the use, 

sale or lease of property under Bankruptcy Rule 6004(h). 

Notice 

40. The Debtor has served notice of this Motion on (a) the U.S. Trustee; (b) counsel 

to ABL Alliance, LLLP; (c) ULX Partners, LLC; (d) those creditors holding the 20 largest 

unsecured claims against the Debtor’s bankruptcy estate; and (e) each of the counterparties to the 

Agreements. 

Case 19-34574-KRH Doc 12 Filed 09/03/19 Entered 09/03/19 09:40:27 Desc Main

 Document Page 13 of 21
14 

No Prior Request 

41. No prior request for the relief requested herein has been made to this or any other 

court. 

WHEREFORE, the Debtor respectfully requests that the Court grant the relief requested 

herein and such other and further relief as is just and proper. 

DATED: September 3, 2019 

Respectfully submitted, 

/s/ Tyler P. Brown 

Tyler P. Brown (VSB No. 28072) 

Jason W. Harbour (VSB No. 68220) 

HUNTON ANDREWS KURTH LLP 

Riverfront Plaza, East Tower 

951 East Byrd Street 

Richmond, Virginia 23219 

Telephone: (804) 788-8200 

Facsimile: (804) 788-8218 

Email: tpbrown@HuntonAK.com 

jharbour@HuntonAK.com 

Proposed Counsel to the Debtor 

and Debtor in Possession 

Case 19-34574-KRH Doc 12 Filed 09/03/19 Entered 09/03/19 09:40:27 Desc Main

 Document Page 14 of 21
EXHIBIT A 

Proposed Interim Order 

Case 19-34574-KRH Doc 12 Filed 09/03/19 Entered 09/03/19 09:40:27 Desc Main

 Document Page 15 of 21
HUNTON ANDREWS KURTH LLP 

Riverfront Plaza, East Tower 

951 East Byrd Street 

Richmond, Virginia 23219 

Telephone: (804) 788-8200 

Facsimile: (804) 788-8218 

Tyler P. Brown (VSB No. 28072) 

Jason W. Harbour (VSB No. 68220) 

Proposed Counsel to the Debtor 

and Debtor in Possession

IN THE UNITED STATES BANKRUPTCY COURT 

FOR THE EASTERN DISTRICT OF VIRGINIA 

RICHMOND DIVISION 

In re: 

LECLAIRRYAN PLLC, 

Debtor.1

Chapter 11 

Case No. 19-[ ] (___) 

INTERIM ORDER AUTHORIZING LECLAIRRYAN PLLC 

TO ASSUME CERTAIN EXECUTORY CONTRACTS 

Upon the motion (the “Motion”)2 of LeClairRyan PLLC, the above-captioned debtor and 

debtor-in-possession (“LeClairRyan” or the “Debtor”) for entry of an order, pursuant to sections 

365 and 105(a) of the Bankruptcy Code, authorizing the Debtor to assume the three (3) executory 

contracts (together, the “Agreements”) listed on Exhibit 1 annexed hereto; the Court finds that: 

(a) it has jurisdiction to consider the Motion and the relief requested therein pursuant to 28 

U.S.C. §§ 157 and 1334; (b) this is a core proceeding pursuant to 28 U.S.C. § 157(b); (c) venue 

is proper before this court pursuant to 28 U.S.C. §§ 1408 and 1409; (d) the relief requested in the 

Motion is in the best interests of the Debtor, its estates, and creditors; (e) the Debtor has 

exercised its sound business judgment in determining to assume the Agreements; (f) proper and 

1 The last four digits of the Debtor’s federal tax identification number are 2451. 

2 Unless otherwise defined herein, each capitalized term shall have the meaning ascribed to it in the Motion. 

Case 19-34574-KRH Doc 12 Filed 09/03/19 Entered 09/03/19 09:40:27 Desc Main

 Document Page 16 of 21
2 

adequate notice of the Motion and the hearing thereon has been given, and no other or further 

notice is necessary; (g) the Debtor has provided Ms. Thompson, Mr. Lange, and On-Site with 

adequate assurance of prompt cure of defaults, if any, and future performance, and has satisfied 

the requirements of section 365 of the Bankruptcy Code; and (h) upon the record herein, and 

after due deliberation thereon, good and sufficient cause exists for the granting of the relief as set 

forth herein. Therefore, 

IT IS HEREBY ORDERED THAT: 

1. The relief requested in the Motion is hereby GRANTED on an interim basis. 

2. Pursuant to section 365(a) of the Bankruptcy Code, the Debtor is authorized to 

assume the Agreements. 

3. The assumption of any of the Agreements includes any modifications, 

amendments, supplements, or any other ancillary documents related thereto. 

4. The Debtor is authorized to pay the Cure Amounts owed and when due under the 

Agreements. 

5. Any payment made pursuant to this Order must be in compliance with the then 

applicable order approving the Motion of LeClairRyan PLLC for Entry of Interim and Final 

Orders Authorizing the Debtor to Use Cash Collateral and Granting Adequate Protection and 

Related Relief [ECF __]. 

6. Within three business days of the entry of this Interim Order, the Debtor shall 

serve a copy of this Interim Order and the Motion on (a) the U.S. Trustee; (b) counsel to ABL 

Alliance, LLLP; (c) ULX Partners, LLC; (d) those creditors holding the 20 largest unsecured 

claims against the Debtor’s bankruptcy estate; and (e) each of the counterparties to the 

Agreements. 

Case 19-34574-KRH Doc 12 Filed 09/03/19 Entered 09/03/19 09:40:27 Desc Main

 Document Page 17 of 21
3 

7. Any objection to the relief requested in the Motion on a permanent basis must, by 

4:00 p.m. (prevailing Eastern Time) on ______________ (the “Objection Deadline”), be: 

(a) filed with the Court; and (b) actually received by: (i) the Office of the U.S. Trustee, 701 East 

Broad Street, Suite 4304, Richmond, Virginia 23219 Attn: Robert B. Van Arsdale, Esq.; (ii) 

proposed counsel to the Debtor, Hunton Andrews Kurth LLP, Riverfront Plaza, East Tower, 951 

East Byrd Street, Richmond, Virginia 23219, Attn: Tyler P. Brown, email: 

tpbrown@hunton.com; and (iii) the attorneys for any official committee of unsecured creditors, 

if then appointed in these cases, on or before the Objection Deadline. 

8. A reply to any timely filed and served Objection may be filed with the Court and 

served on or before 12:00 p.m. (prevailing Eastern Time) on the day that is at least one business 

day before the Final Hearing. 

9. If a timely objection is received there shall be a hearing held on ____________, 

2019, at ____________ (prevailing Eastern Time) to consider such timely objection to the 

Motion. 

10. If no Objections are timely filed and served as set forth herein, the Debtor shall, 

on or after the Objection Deadline, submit to the Court a final order substantially in the form of 

this Interim Order, which order shall be submitted and may be entered with no further notice or 

opportunity to be heard afforded any party, and the Motion shall be approved, on a final basis, 

retroactive to the date of the commencement of these chapter 11 cases. 

11. The contents of the Motion and the notice procedures set forth herein are good 

and sufficient notice and satisfy Bankruptcy Rules 4001 and 9014 by providing parties with 

notice and an opportunity to object and be heard at a hearing. 

Case 19-34574-KRH Doc 12 Filed 09/03/19 Entered 09/03/19 09:40:27 Desc Main

 Document Page 18 of 21
4 

12. The requirement under Local Bankruptcy Rule 9013-1(G) to file a memorandum 

of law in connection with the Motion is hereby waived. 

13. The requirements of Bankruptcy Rule 6003 are satisfied. 

14. Notwithstanding any Bankruptcy Rule (including, but not limited to, Bankruptcy 

Rule 6004(h)) or Local Bankruptcy Rule that might otherwise delay the effectiveness of this 

Interim Order, the terms and conditions of this Interim Order shall be immediately effective and 

enforceable upon its entry 

15. The Debtor is authorized to take all actions necessary to effectuate the relief 

granted pursuant to this Interim Order in accordance with the Motion. 

16. This Court shall retain exclusive jurisdiction over any and all matters arising from 

or related to the implementation or interpretation of this Interim Order. 

Dated: ______________________ ________________________________ 

United States Bankruptcy Judge 

Case 19-34574-KRH Doc 12 Filed 09/03/19 Entered 09/03/19 09:40:27 Desc Main

 Document Page 19 of 21
5 

WE ASK FOR THIS: 

/s/ Tyler P. Brown

Tyler P. Brown (VSB No. 28072) 

Jason W. Harbour (VSB No. 68220) 

HUNTON ANDREWS KURTH LLP 

Riverfront Plaza, East Tower 

951 East Byrd Street 

Richmond, VA 23219 

Tel: (804) 788-8200 

Fax: (804) 788-8218 

Email: tpbrown@HuntonAK.com 

jharbour@HuntonAK.com 

Proposed Counsel to the Debtor 

and Debtor in Possession 

CERTIFICATION OF ENDORSEMENT 

UNDER LOCAL BANKRUPTCY RULE 9022-1(C)

I hereby certify that the foregoing proposed order has been endorsed by or served 

upon all necessary parties. 

/s/ Tyler P. Brown

Case 19-34574-KRH Doc 12 Filed 09/03/19 Entered 09/03/19 09:40:27 Desc Main

 Document Page 20 of 21
Exhibit 1 

Name of Non-Debtor Counter-Parties 

to Agreement and Mailing Address 

Description of Agreement 

Christopher J. Lange, Esq. 

5615 Riverside Drive 

Richmond, Virginia 23225 

Services Agreement dated August 27, 2019 

Lori D. Thompson, Esq. 

Spilman, Thomas & Battle, PLLC 

310 First Street, SW, Suite 1100, 

Roanoke, Virginia 24011 

Attn: Lori D. Thompson, Esq. 

Services Agreement dated August 20, 2019 

On-Site Associates, LLC 

On-Site Associates, LLC 

505 Montgomery St., Floor 11, 

San Francisco, California 94111 

Receivables Liquidation Agreement dated 

October 1, 2018, and Amendment Nos. 1 and 2 

thereto 

Case 19-34574-KRH Doc 12 Filed 09/03/19 Entered 09/03/19 09:40:27 Desc Main

 Document Page 21 of 21