J. Scott Sexton (VSB No. 29284) 

Andrew M. Bowman (VSB No. 86754) 

GENTRY LOCKE 

P.O. Box 40013 

Roanoke, Virginia 24022 

Telephone: 540.983.9300 

Email: sexton@gentrylocke.com 

bowman@gentrylocke.com

William A. Broscious (VSB No. 27436) 

William A. Broscious, Esq., PLC 

P.O. Box 71180 

Henrico, Virginia 23255 

Telephone: 804.533.2734 

Email: wbroscious@brosciouslaw.com 

Counsel for Gary D. LeClair 

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UNITED STATES BANKRUPTCY COURT 

EASTERN DISTRICT OF VIRGINIA 

Richmond Division 

In re: 

 

 LeClairRyan, PLLC, 

 Debtor. 

Case No.: 19-34574-KRH 

Chapter 7 

Lynn L. Tavenner, as Chapter 7 Trustee, 

 Plaintiff, 

vs. 

ULX Partners, LLC, ULX Manager, LLC, 

UnitedLex Corporation, and Gary LeClair 

 Defendants. 

Adv. Proc. No.: 20-03142-KRH 

GARY D. LECLAIR’S ANSWER 

Gary D. LeClair (“GDL”), by counsel, files this Answer to the First Amended Complaint 

filed by Lynn Tavenner, as Chapter 7 Trustee (the “Trustee”) for LeClairRyan, PLLC (the 

“Debtor” or “LCR”). 

PRELIMINARY STATEMENT

The Trustee’s First Amended Complaint spins a fantastical tale of a conspiracy to destroy 

a law firm and strip it of all assets and value for personal gain. But the First Amended Complaint 

is just that—fantasy. 

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Over 95 pages and 558 paragraphs of allegations, the Trustee attributes the actions of a 

large, national law firm—with over 100 partners and an independent Board of Directors guiding 

its actions—to one man. In doing so, the Trustee contorts the facts, selectively quotes from 

documents, omits highly relevant context and backstory, draws negative inferences and motives at 

every turn, and spouts outright falsehoods. The Trustee even regurgitates discredited allegations 

from a disgruntled former employee that “left” the firm in 2016. 

None of the Trustee’s allegations survive contact with reality. GDL co-founded the firm, 

lent his name to it, and devoted more than 3,000 hours a year to it during most of his 31 years 

there. GDL also invested substantial money in the firm—over $2 million. After stepping down as 

CEO in 2011, GDL repeatedly reduced his own salary, eventually to less than half of market value, 

and allowed the firm to tap his retirement savings to fund budget shortfalls. Mr. LeClair was one 

of the firm’s greatest supporters. 

If, as the Trustee insists, GDL had only been focused on personal gain, all he had to do was 

not invest in the firm, insist on the salary he earned, or take a more lucrative position with another 

firm. As it is, the bankruptcy has rendered all of his investment worthless, at a cost to him of over 

two million dollars. The idea that he conspired with others to achieve this result is simply 

nonsensical. 

The real story is one of a man who built a national law firm from the ground up. At its 

height, the firm had over 300 lawyers, over 100 shareholders, an independent board of directors, 

and over 20 offices stretching from coast-to-coast. In 2007, after nearly 20 years of GDL’s hard 

work and leadership, the firm began to plan for his transition out of leadership, back to the fulltime practice of law, and, eventually, retirement. The firm began this transition on June 30, 2011, 

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when GDL stepped down as CEO. GDL retained the title of Chairman—a non-management role 

focused on mentorship, community outreach, and business development—and he continued to 

serve on the Board. On December 31, 2015, GDL’s term as Chairman ended, and on January 31, 

2016, GDL’s term on the Board ended. The firm completed a decade-long transition, and GDL 

passed the reigns to the next round of leaders. 

Throughout the firm’s expansion, it sought out ways to streamline its operations, increase 

its efficiencies, and decrease overhead. As early as 2004, the firm’s board and shareholders 

approved outsourcing various aspects of its back-office operations, including technology, 

helpdesk, certain HR benefits, document processing and copying, among others. Later, in 2011, 

the firm’s board and shareholders approved a strategy to outsource most of its remaining backoffice services, including marketing, human resources, and non-lawyer support staff. The firm 

engaged in discussions with a handful of potential outsourcing partners, and established pilot 

programs with a few. 

In 2012, the firm established one such pilot program with UnitedLex focused on 

outsourcing support functions for LCR’s Discovery Solutions Practice (“DSP”). Apparently 

pleased with the relationship, UnitedLex attempted a takeover of the entire DSP group. LCR 

threatened litigation against UnitedLex—an effort lead by GDL under the direction of LCR’s 

Board and LCR’s Chief Legal Officer. On the eve of filing, a settlement was reached involving 

financial terms and a complete transition of DSP to UnitedLex. 

The firm continued to investigate outsourcing its remaining back-office operations. In 

2014, the firm’s board approved a partnership with Elevate Services, Inc., but that relationship was 

deferred due to implementation challenges with its technology platform. 

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Another opportunity presented itself in 2017 with UnitedLex. While UnitedLex initially 

contacted GDL, he made clear that he was no longer in LCR’s management, and referred 

UnitedLex to LCR’s CEO and Lead Director. The subsequent transaction was not stealthily 

orchestrated behind closed doors. It was a firm-wide decision to move forward with the UnitedLex 

transaction—one that was approved by LCR’s board and its shareholders. This complex 

commercial transaction involved many of LCR’s senior partners, its commercial transactional 

lawyers, and outside ethics counsel. When the agreements were executed in early April 2018, it 

represented not just months of work by LCR’s lawyers, but the culmination of a longstanding plan 

to outsource the firm’s back-office operations. 

In the First Amended Complaint, the Trustee attempts to distort this transaction into a farfetched “conspiracy.” There was no conspiracy. This was an arms-length business transaction. 

Even if one were to pretend the Trustee’s fantastical allegations have merit (and they do not), the 

Trustee alleges a conspiracy in which LCR’s officers and directors took part. But the Trustee 

apparently fails to recognize that she stands in the shoes of the Debtor, and the law does not permit 

the Trustee to sue for damages flowing from a conspiracy in which Debtor took part. 

The First Amended Complaint attempts to buttress her “conspiracy” with an even-more 

baseless claim for misappropriation of trade secrets. Setting aside the purely legal point that such 

claim cannot, as a matter of law, exist where a contract governs the transfer and/or use of trade 

secrets, the Trustee has not—and cannot—show GDL had anything to do with this. GDL did not 

draft the Contribution Agreement—LCR’s Corporate Secretary did. See GDL_0005744. GDL did 

not prepare the list of property attached thereto—LCR’s CEO did. See GDL_0005744. And LCR’s 

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CEO signed the document on behalf of the firm. See GDL_0005744. GDL simply did not take part 

in this aspect of the UnitedLex transaction. 

Finally, the First Amended Complaint’s breach of fiduciary duty claim is even more 

bizarre. The mere notion that GDL actively worked against the best interests of the firm he worked 

for 30+ years to build defies logic. GDL did not do anything of the sort. Out of all LCR’s 

shareholders, the Debtor’s bankruptcy has hurt him the most—not just reputationally (the firm 

bears his name), but financially to the tune of over $2 million. 

ANSWER

1. Paragraph 1 is immaterial, impertinent, and scandalous and should be stricken 

pursuant to Rule 12(f) of the Federal Rules of Civil Procedure, made applicable to adversary 

proceedings pursuant to Rule 7012(b) of the Federal Rules of Bankruptcy Procedure. To the extent 

a response is required, GDL denies any and all remaining allegations in this paragraph. 

2. Paragraph 2 is immaterial, impertinent, and scandalous and should be stricken 

pursuant to Rule 12(f) of the Federal Rules of Civil Procedure, made applicable to adversary 

proceedings pursuant to Rule 7012(b) of the Federal Rules of Bankruptcy Procedure. GDL admits 

only that LCR filed for bankruptcy, and that UnitedLex Corporation (“UnitedLex”) continues to 

do business. To the extent a response is required, GDL denies any and all remaining allegations in 

this paragraph. 

3. To the extent Paragraph 3 purports to interpret, paraphrase, and/or quote from one 

or more documents, such documents speak for themselves, and GDL denies all allegations to the 

contrary. To the extent a response is required, GDL admits that in June 2018, LCR announced it 

would be outsourcing its back-office staff to UnitedLex, but GDL denies he had any role in this 

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announcement. To the extent not expressly admitted, GDL denies any and all remaining allegations 

in this paragraph. 

4. GDL states that he had no role in the management of LCR at the time period 

referenced in Paragraph 4. Accordingly, GDL lacks sufficient information or belief to admit or 

deny the allegations in this paragraph and, therefore denies the same. 

5. GDL admits only that he had discussions with Dan Reed in the second half of 2017 

at the direction of, participation of, and with the full knowledge of LCR’s executive officers, 

including, but not limited to, LCR’s Chief Executive Officer (“CEO”) and Lead Director of LCR’s 

Board. To the extent not expressly admitted, GDL denies any and all remaining allegations in 

Paragraph 5. 

6. To the extent Paragraph 6 purports to interpret, paraphrase, and/or quote from one 

or more documents, such documents speak for themselves, and GDL denies all allegations to the 

contrary. To the extent a response is required, GDL states that he had no role in the management 

of LCR at the times referenced in this paragraph, or ULX Partners, LLC (“ULXP”). To the extent 

not expressly admitted, GDL denies any and all remaining allegations in this paragraph. 

7. To the extent Paragraph 7 purports to interpret, paraphrase, and/or quote from one 

or more documents, such documents speak for themselves, and GDL denies all allegations to the 

contrary. To the extent a response is required, GDL states that he had no role in the management 

of LCR at the times referenced in this paragraph, or ULXP. To the extent not expressly admitted, 

GDL denies any and all remaining allegations in this paragraph.

8. To the extent Paragraph 8 purports to interpret, paraphrase, and/or quote from one 

or more documents, such documents speak for themselves, and GDL denies all allegations to the 

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contrary. To the extent a response is required, GDL specifically denies that he concealed anything 

from LCR’s shareholders. GDL further states that he had no role in the management of LCR at the 

times referenced in this paragraph, and he had no involvement in any planned or contemplated 

transaction with UnitedLex in August or September 2018. To the extent not expressly admitted, 

GDL denies any and all remaining allegations in this paragraph.

9. GDL admits only that LCR filed for bankruptcy in September 2019. GDL states he 

had no role in the management of LCR at the times referenced in Paragraph 9. Accordingly, to the 

extent not expressly admitted, GDL lacks sufficient information or belief to admit or deny the 

allegations in this paragraph and, therefore denies the same. 

10. Paragraph 10 is immaterial, impertinent, and scandalous and should be stricken 

pursuant to Rule 12(f) of the Federal Rules of Civil Procedure, made applicable to adversary 

proceedings pursuant to Rule 7012(b) of the Federal Rules of Bankruptcy Procedure. To the extent 

Paragraph 10 purports to interpret, paraphrase, and/or quote from one or more documents, such 

documents speak for themselves, and GDL denies all allegations to the contrary. To the extent a 

response is required, GDL denies any and all remaining allegations in this paragraph. 

11. GDL denies the first sentence of Paragraph 11. GDL admits only that LCR 

transitioned DSP to UnitedLex in late 2013 as part of a settlement of LCR’s threatened litigation 

against UnitedLex relating to the breach of a confidentiality agreement. To the extent not expressly 

admitted, GDL denies any and all remaining allegations in this paragraph. 

12. Denied. 

13. To the extent Paragraph 13 purports to interpret, paraphrase, and/or quote from one 

or more documents, such documents speak for themselves, and GDL denies all allegations to the 

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contrary. To the extent a response is required, GDL denies any and all remaining allegations in 

this paragraph. 

14. Denied. 

15. To the extent Paragraph 15 purports to interpret and/or paraphrase from the First 

Amended Complaint, such document speaks for itself, and GDL denies all allegations to the 

contrary. To the extent a response is required, GDL denies any and all remaining allegations in 

this paragraph. 

16. Paragraph 16 states mere legal conclusions to which no response is required. 

17. Upon information and belief, GDL admits the allegations in Paragraph 17. 

18. Paragraph 18 states mere legal conclusions to which no response is required. 

19. Paragraph 19 states mere legal conclusions to which no response is required. 

20. To the extent Paragraph 20 purports to interpret, paraphrase, and/or quote from one 

or more documents, such documents speak for themselves, and GDL denies all allegations to the 

contrary. To the extent not expressly admitted, GDL denies any and all remaining allegations in 

this paragraph. 

21. Admitted. 

22. GDL admits that LCR operated as a professional corporation organized under the 

laws of the Commonwealth of Virginia until March 4, 2018, that LCR was run by its Board of 

Directors while a professional corporation, that LCR operated as a professional limited liability 

company (“PLLC”) organized under the laws of the Commonwealth of Virginia on and after 

March 4, 2018, that LCR was a manager-managed PLLC, and that LCR’s Board was its manager. 

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To the extent not expressly admitted, GDL denies any and all remaining allegations in Paragraph 

22. 

23. GDL admits that he co-founded LCR in 1988 with Dennis Ryan, that he served as 

LCR’s CEO until June 30, 2011 (with a gap of approximately 18 months in or about 2003), that 

he served as Chair until December 31, 2015, and that he served on the Board until January 31, 

2016. As Chair, GDL had no management authority, had no signatory authority on behalf of LCR, 

and could not direct LCR’s operations (including, but not limited to, employment decisions). GDL 

admits that, beginning in late 2012 through the end of 2013, he provided advice regarding the 

firm’s finances, but the implementation of said advice was left to LCR’s officers and directors at 

the time. GDL admits that he submitted his resignation from LCR on or about July 26, 2019, that 

his employment with LCR terminated on July 31, 2019, and that he currently practices law at 

Williams Mullen in Richmond, Virginia. To the extent not expressly admitted, GDL denies any 

and all remaining allegations in this paragraph. 

24. Admitted. 

25. Upon information or belief, GDL admits only that UnitedLex is a Delaware 

corporation. To the extent not expressly admitted, GDL lacks sufficient information or belief to 

admit or deny the allegations in Paragraph 25 and, therefore, denies the same. 

26. GDL admits only that ULX Manager, LLC (“ULXM”) is a Delaware limited 

liability company. To the extent not expressly admitted, GDL lacks sufficient information or belief 

to admit or deny the allegations in Paragraph 26 and, therefore, denies the same. 

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27. GDL admits only that ULXP is a Delaware limited liability company that was 

formed in 2018, and the LCR and ULXM are the only members of ULXP. To the extent not 

expressly admitted, GDL denies any and all remaining allegations in Paragraph 27. 

28. Upon information and belief, GDL admits that Bruce Matson joined LCR in or 

about 1994, that Matson served as LCR’s Chief Legal Officer from about 2012 through about 

2016, that Matson began transitioning towards retirement in 2018, and that Matson was disciplined 

by the Virginia State Bar in 2020. To the extent not expressly admitted, GDL denies any and all 

remaining allegations in Paragraph 28. 

29. Admitted. 

30. GDL admits that Micheal Hern joined LCR in 1994, that Hern served as LCR’s 

Chief Operating Officer (“COO”) until 2015, that Hern served as LCR’s President until May 31, 

2016, that Hern served on LCR’s Board until May 31, 2016, that Hern held the honorary title of 

President Emeritus, and that Hern resigned from LCR in July 2019. To the extent not expressly 

admitted, GDL denies any and all remaining allegations in Paragraph 30. 

31. GDL admits that Christopher Lange was a shareholder of LCR, that he held various 

management roles, including on the steering committee for the UnitedLex transaction, and that he 

left LCR in 2019. To the extent not expressly admitted, GDL denies any and all remaining 

allegations in Paragraph 31. 

32. GDL admits that George Whitley was a shareholder of LCR, that he served on 

LCR’s Board at various times, including as Lead Director, and that he left LCR in 2016. To the 

extent not expressly admitted, GDL denies any and all remaining allegations in Paragraph 32. 

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33. To the extent Paragraph 33 purports to interpret, paraphrase, and/or quote from one 

or more documents, such documents speak for themselves, and GDL denies all allegations to the 

contrary. To the extent a response is required, GDL admits that Jeffrey Brown was associated with 

LCR’s DSP. To the extent not expressly admitted, GDL denies any and all remaining allegations 

in this paragraph. 

34. To the extent Paragraph 34 purports to interpret, paraphrase, and/or quote from one 

or more documents, such documents speak for themselves, and GDL denies all allegations to the 

contrary. To the extent a response is required, GDL admits only that he co-founded LCR in 1988 

with Dennis Ryan, and that LCR had offices in Virginia and Washington, D.C. in the 1990s. To 

the extent not expressly admitted, GDL denies any and all remaining allegations in this paragraph. 

35. GDL admits that LCR entered the New York market in 2006 at the request of its 

lawyers in the Securities/Regulatory Practice, that LCR merged with Seiden Wayne in 2007, and 

that Freinberg worked for Seiden Wayne at the time. To the extent not expressly admitted, GDL 

denies any and all remaining allegations in Paragraph 35. 

36. GDL admits that LCR merged with Wright Robinson in 2008 at the request of its 

lawyers with litigation practices. To the extent not expressly admitted, GDL denies any and all 

remaining allegations in Paragraph 36. 

37. GDL admits only that the discovery center became known within LCR as DSP, and 

that, upon information and belief, DSP had a significant year in 2013. To the extent not expressly 

admitted, GDL denies any and all remaining allegations in Paragraph 37. 

38. Upon information and belief, GDL admits that at its peak, LCR had about 25 

offices, approximately 385 lawyers, and about that many non-lawyer employees. 

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39. GDL admits only that, beginning in 2004, LCR’s Partnership 2010 Committee 

recommended that LCR develop a policy to incentivize shareholders to serve in the firm’s 

leadership positions and compensate the firm’s leadership for their contributions, that LCR’s 

Board formed a task for to develop such policy, that the task force hired an industry consultant to 

advise the task force on such policy, that the task force developed such a policy with input from 

the industry consultant, that the task force submitted a draft policy to LCR’s Board, that LCR’s 

Board unanimously approved the draft policy and recommended it to LCR’s shareholders, and that 

LCR’s shareholders voted to approve the policy. GDL further admits that, pursuant to the enacted 

policy, LCR’s Compensation Committee initiated discussions with GDL regarding a soft-landing 

contract, that the Compensation Committee, with advice from an industry consultant, negotiated 

the soft-landing contract with GDL consistent with the policy, that the Compensation Committee 

recommended the soft-landing contract to LCR’s Board, and that LCR’s Board approved the softlanding contract. GDL further admits that LCR operated on a closed compensation system (which 

he voted against) where compensation determinations were made by the Board, and each 

shareholder’s compensation was not known by all other shareholders. Pursuant to the closed 

compensation system, GDL admits that LCR’s Partnership 2010 Committee distributed copies of 

the proposed soft-landing contract to all of LCR’s shareholders, wherein only the numerical 

compensation figures were redacted, and that the final, executed copy of the soft landing contract 

was freely available on LCR’s intranet, again with the numerical compensation figures redacted 

pursuant to the firm’s closed compensation system, as well as all amendments thereto. To the 

extent not expressly admitted, GDL denies any and all remaining allegations in Paragraph 39. 

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40. To the extent Paragraph 40 purports to interpret, paraphrase, and/or quote from one 

or more documents, such documents speak for themselves, and GDL denies all allegations to the 

contrary. To the extent a response is required, GDL admits only that he served as CEO until June 

30, 2011 (with a gap of approximately 18 months in or about 2003). To the extent not expressly 

admitted, GDL denies any and all remaining allegations in this paragraph. 

41. To the extent Paragraph 41 purports to interpret, paraphrase, and/or quote from one 

or more documents, such documents speak for themselves, and GDL denies all allegations to the 

contrary. To the extent a response is required, GDL admits only that the “Partnership 2020 Report” 

was issued by LCR’s Partnership 2020 Committee to LCR’s Board, that it was unanimously 

approved by LCR’s Board, and LCR’s shareholders approved those portions of the “Partnership 

2020 Report” that required their approval under LCR’s governing documents. To the extent not 

expressly admitted, GDL denies any and all remaining allegations. 

42. Paragraph 42 states mere legal conclusions to which no response is required. To the 

extent a response is required, this paragraph purports to interpret, paraphrase, and/or quote from 

one or more documents which speak for themselves, and GDL denies all allegations to the 

contrary. To the extent any further response is required, GDL denies any and all remaining 

allegations in this paragraph. 

43. To the extent Paragraph 43 purports to interpret, paraphrase, and/or quote from one 

or more documents, such documents speak for themselves, and GDL denies all allegations to the 

contrary. To the extent a response is required, GDL denies any and all remaining allegations in 

this paragraph. 

44. Denied. 

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45. Upon information and belief, GDL admits that Mr. Reed and Ajay Agrawal 

founded UnitedLex, and that UnitedLex provides various non-legal services to law firms and legal 

departments. To the extent not expressly admitted, GDL denies any and all remaining allegations 

in Paragraph 45. 

46. To the extent Paragraph 46 purports to interpret, paraphrase, and/or quote from one 

or more documents, such documents speak for themselves, and GDL denies all allegations to the 

contrary. To the extent a response is a required, GDL lacks sufficient information or belief to admit 

or deny the allegations in this paragraph and, therefore, denies the same. 

47. To the extent Paragraph 47 purports to interpret, paraphrase, and/or quote from one 

or more documents, such documents speak for themselves, and GDL denies all allegations to the 

contrary. To the extent a response is a required, GDL lacks sufficient information or belief to admit 

or deny the allegations in this paragraph and, therefore, denies the same. 

48. GDL admits only that he met Mr. Reed in or about 2012. To the extent not expressly 

admitted, GDL denies any and all remaining allegations in Paragraph 48. 

49. To the extent Paragraph 49 purports to interpret, paraphrase, and/or quote from one 

or more documents, such documents speak for themselves, and GDL denies all allegations to the 

contrary. To the extent a response is a required, GDL admits, upon information and belief, only 

that Dewey & LeBoeuf, LLP filed for bankruptcy in May 2012. To the extent not expressly 

admitted, GDL lacks sufficient information or belief to admit or deny the allegations in this 

paragraph and, therefore, denies the same. 

50. To the extent Paragraph 50 purports to interpret, paraphrase, and/or quote from one 

or more documents, such documents speak for themselves, and GDL denies all allegations to the 

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contrary. To the extent a response is required, GDL admits only that LCR’s Partnership 2020 

Committee authored a report titled “Lessons from the Demise of Dewey” dated August 31, 2012. 

To the extent not expressly admitted, GDL denies any and all remaining allegations in this 

paragraph. 

51. To the extent Paragraph 51 purports to interpret, paraphrase, and/or quote from one 

or more documents, such documents speak for themselves, and GDL denies all allegations to the 

contrary. To the extent a response is required, GDL denies any and all remaining allegations in 

this paragraph. 

52. To the extent Paragraph 52 purports to interpret, paraphrase, and/or quote from one 

or more documents, such documents speak for themselves, and GDL denies all allegations to the 

contrary. To the extent a response is required, GDL denies any and all remaining allegations in 

this paragraph. 

53. To the extent Paragraph 53 purports to interpret, paraphrase, and/or quote from one 

or more documents, such documents speak for themselves, and GDL denies all allegations to the 

contrary. To the extent a response is required, GDL admits only that DSP became a separate 

department, along within the corporate department and the litigation department, within LCR in 

2013. To the extent not expressly admitted, GDL denies any and all remaining allegations in this 

paragraph. 

54. To the extent Paragraph 54 purports to interpret, paraphrase, and/or quote from one 

or more documents, such documents speak for themselves, and GDL denies all allegations to the 

contrary. To the extent a response is required, GDL admits only that LCR and UnitedLex 

participated in one or more telephones calls in October 2012, that LCR’s Chief Information Officer 

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participated in such calls on behalf of LCR, and that LCR and UnitedLex subsequently entered 

into a confidentiality agreement. To the extent not expressly admitted, GDL denies any and all 

remaining allegations in this paragraph. 

55. To the extent Paragraph 55 purports to interpret, paraphrase, and/or quote from one 

or more documents, such documents speak for themselves, and GDL denies all allegations to the 

contrary. To the extent a response is required, GDL admits that LCR and UnitedLex established a 

pilot out-sourcing program involving DSP in 2013 in which LCR outsourced certain DSP’s nonlawyer support services (hosting/processing/etc.) to UnitedLex, and that LCR had established at 

DSP pilot programs with at least one other legal process outsourcer during that time. To the extent 

not expressly admitted, GDL denies any and all remaining allegations in this paragraph. 

56. GDL admits that certain lawyers in DSP announced their decision to leave LCR in 

October 2013, that LCR had hired outside counsel (Kaufman & Canoles, P.C.) to represent LCR, 

that LCR was prepared to file suit against UnitedLex if a settlement was not reached. To the extent 

not expressly admitted, GDL denies any and all remaining allegations. 

57. To the extent Paragraph 57 purports to interpret, paraphrase, and/or quote from one 

or more documents, such documents speak for themselves, and GDL denies all allegations to the 

contrary. To the extent a response is required, GDL admits that, at the times referenced in this 

paragraph, LCR had hired outside counsel (Kaufman & Canoles, P.C.) to represent LCR, that LCR 

was prepared to file suit against UnitedLex if a settlement was not reached. In the context of LCR’s 

threatened litigation, GDL further admits that, with full knowledge and approval of LCR’s Chief 

Legal Officer and Board, GDL and LCR’s President had one or more settlement meetings with 

Jeffrey Brown in 2013, that he had one or more separate settlement meetings with Mr. Reed in 

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2013, and that LCR was prepared to file suit against LCR if such settlement meetings were not 

successful. GDL admits that LCR, with oversight from its Board, negotiated a settlement, 

including financial consideration, with UnitedLex, that such settlement was approved by LCR’s 

Board, and following such settlement, the LCR Knowledge Center was formed. To the extent not 

expressly admitted, GDL denies any and all remaining allegations in this paragraph. 

58. Denied. 

59. To the extent Paragraph 59 purports to interpret, paraphrase, and/or quote from one 

or more documents, such documents speak for themselves, and GDL denies all allegations to the 

contrary. To the extent a response is required, GDL denies any and all allegations in this paragraph. 

60. To the extent Paragraph 60 purports to interpret, paraphrase, and/or quote from one 

or more documents, such documents speak for themselves, and GDL denies all allegations to the 

contrary. To the extent a response is required, GDL admits that LCR and UnitedLex issued a joint 

press release relating to the Knowledge Center. To the extent not expressly admitted, GDL denies 

any and all remaining allegations in this paragraph. 

61. To the extent Paragraph 61 purports to interpret, paraphrase, and/or quote from one 

or more documents, such documents speak for themselves, and GDL denies all allegations to the 

contrary. To the extent a response is required, GDL admits, upon information and belief, that the 

settlement between LCR and UnitedLex was finalized in October or November 2013. To the extent 

not expressly admitted, GDL denies any and all remaining allegations in this paragraph. 

62. To the extent Paragraph 62 purports to interpret, paraphrase, and/or quote from one 

or more documents, such documents speak for themselves, and GDL denies all allegations to the 

contrary. To the extent a response is required, GDL admits that one or more articles were published 

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about the LCR Knowledge Center, and that he participated in a phone interview in November 

2013. To the extent not expressly admitted, GDL denies any and all remaining allegations in this 

paragraph. 

63. To the extent Paragraph 63 purports to interpret, paraphrase, and/or quote from one 

or more documents, such documents speak for themselves, and GDL denies all allegations to the 

contrary. To the extent a response is required, GDL denies any and all remaining allegations. 

64. To the extent Paragraph 64 purports to interpret, paraphrase, and/or quote from one 

or more documents, such documents speak for themselves, and GDL denies all allegations to the 

contrary. To the extent a response is required, GDL admits only that he had sporadic interactions 

with Mr. Reed following the settlement between LCR and UnitedLex, but GDL expressly denies 

such interactions occurred on a weekly basis. To the extent not expressly admitted, GDL denies 

any and all remaining allegations in this paragraph. 

65. Denied. 

66. To the extent Paragraph 66 purports to interpret, paraphrase, and/or quote from one 

or more documents, such documents speak for themselves, and GDL denies all allegations to the 

contrary. To the extent a response is required, GDL admits only that he had sporadic interactions 

with Mr. Reed following the creation of the Knowledge Center, but GDL expressly denies such 

contacts were ever “routine.” To the extent not expressly admitted, GDL denies any and all 

remaining allegations in this paragraph. 

67. To the extent Paragraph 67 purports to interpret, paraphrase, and/or quote from one 

or more documents, such documents speak for themselves, and GDL denies all allegations to the 

contrary. To the extent a response is required, GDL admits only that after the DSP practice group 

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transitioned to UnitedLex, he and the Litigation Department Chair gave a reference for the DSP 

practice group to Kaye Scholer, LLP. To the extent not expressly admitted, GDL denies any and 

all remaining allegations in this paragraph. 

68. To the extent Paragraph 68 purports to interpret, paraphrase, and/or quote from one 

or more documents, such documents speak for themselves, and GDL denies all allegations to the 

contrary. To the extent a response is required, GDL denies any and all remaining allegations in 

this paragraph. 

69. To the extent Paragraph 69 purports to interpret, paraphrase, and/or quote from one 

or more documents, such documents speak for themselves, and GDL denies all allegations to the 

contrary. To the extent a response is required, GDL denies any and all remaining allegations. 

70. Denied. 

71. Denied. 

72. Denied. 

73. Denied. 

74. GDL admits only that shareholder/member compensation was determined in 

accordance with LCR’s governing documents. GDL further admits that LCR’s Board adopted 

certain resolutions concerning compensation, but such resolution were not binding on LCR’s 

shareholders. GDL further admits that LCR’s shareholders voted on annual compensation policies, 

and if approved by LCR’s shareholders, LCR would distribute compensation consistent with the 

approved annual policies. To the extent not expressly admitted, GDL denies any and all remaining 

allegations in Paragraph 74. 

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75. To the extent Paragraph 75 purports to interpret, paraphrase, and/or quote from one 

or more documents, such documents speak for themselves, and GDL denies all allegations to the 

contrary. To the extent a response is required, GDL denies any and all remaining allegations in 

this paragraph. 

76. Denied. 

77. GDL admits only that LCR’s Board and its shareholders approved the payment of 

certain compensation in 2014. To the extent not expressly admitted, GDL denies any and all 

remaining allegations in Paragraph 77. 

78. To the extent Paragraph 78 purports to interpret, paraphrase, and/or quote from one 

or more documents, such documents speak for themselves, and GDL denies all allegations to the 

contrary. To the extent a response is required, GDL admits only that LCR’s Board and its 

shareholders approved the payment of certain compensation in 2014. To the extent not expressly 

admitted, GDL denies any and all remaining allegations in this paragraph. 

79. Denied. 

80. GDL admits only that LCR voted to award him certain year-end compensation in 

2014, but GDL expressly denies such compensation was wrongfully paid. To the extent not 

expressly admitted, GDL denies any and all remaining allegations in Paragraph 80. 

81. Denied. 

82. To the extent Paragraph 82 purports to interpret, paraphrase, and/or quote from one 

or more documents, such documents speak for themselves, and GDL denies all allegations to the 

contrary. To the extent a response is required, GDL denies any and all remaining allegations in 

this paragraph. 

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83. Paragraph 83 states mere legal conclusions to which no response is required. To the 

extent a response is required, GDL admits only that LCR’s Board and shareholders approved the 

payment of certain compensation in 2015. To the extent not expressly admitted, GDL denies any 

and all remaining allegations in this paragraph. 

84. GDL admits only that LCR voted to award him certain year-end compensation in 

2015, but expressly denies such compensation was wrongfully paid. To the extent not expressly 

admitted, GDL denies any and all remaining allegations in Paragraph 84. 

85. To the extent Paragraph 85 purports to interpret, paraphrase, and/or quote from one 

or more documents, such documents speak for themselves, and GDL denies all allegations to the 

contrary. To the extent a response is required, GDL denies any and all remaining allegations in 

this paragraph. 

86. GDL admits only that LCR’s Board and shareholders approved the payment of 

certain compensation in 2015. GDL lacks any information or belief concerning a check payable 

the firm in January 2016 that was back dated to December 2015. To the extent not expressly 

admitted, GDL denies any and all remaining allegations in Paragraph 86. 

87. GDL admits only that LCR voted to award him certain year-end compensation in 

2015, but expressly denies such compensation was wrongfully paid. To the extent not expressly 

admitted, GDL denies any and all remaining allegations in Paragraph 87. 

88. To the extent Paragraph 88 purports to interpret, paraphrase, and/or quote from one 

or more documents, such documents speak for themselves, and GDL denies all allegations to the 

contrary. To the extent a response is required, GDL denies any and all remaining allegations in 

this paragraph. 

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89. To the extent Paragraph 89 purports to interpret, paraphrase, and/or quote from one 

or more documents, such documents speak for themselves, and GDL denies all allegations to the 

contrary. To the extent a response is required, GDL admits only that Peter Mares raised potential 

concerns with LCR management in late 2015, but that none of Mr. Mares’ concerns involved GDL. 

GDL states that LCR’s Board investigated the concerns raised, formed a special committee to 

investigate certain concerns, which in turn hired outside counsel—Cadwalader, Wickersham & 

Taft LLP, spearheaded by former Assistant Attorney General Kenneth L. Wainstein—to assist in 

investigating this matter, that Mr. Mares’ concerns were found to wholly lack merit, and that those 

subject to the investigation received written letters of exoneration. GDL further states that Mr. 

Mares’ employment with LCR was terminated in March 2016. To the extent not expressly 

admitted, GDL denies any and all remaining allegations in this paragraph. 

90. To the extent Paragraph 90 purports to interpret, paraphrase, and/or quote from one 

or more documents, such documents speak for themselves, and GDL denies all allegations to the 

contrary. To the extent a response is required, GDL states that LCR’s audited balance sheet was 

100% accurate, and that it reflected doubtful collections and write-offs. GDL further states that 

LCR’s internal accounts receivable management reports did not reflect such doubtful collections 

and write-offs until approved by the responsible attorney, and, upon information and belief, many 

responsible attorneys were reluctant to write off old and doubtful accounts because some would 

ultimately be collected. To the extent not expressly admitted, GDL denies any and all remaining 

allegations in this paragraph. 

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91. To the extent Paragraph 91 purports to interpret, paraphrase, and/or quote from one 

or more documents, such documents speak for themselves, and GDL denies all allegations to the 

contrary. To the extent a response is required, GDL denies any and all remaining allegations. 

92. GDL admits only that LCR voted to award him certain year-end compensation in 

2014, 2015, and 2016, but expressly denies such compensation was wrongfully paid. To the extent 

not expressly admitted, GDL denies any and all remaining allegations in Paragraph 92. 

93. Denied. 

94. To the extent Paragraph 94 purports to interpret, paraphrase, and/or quote from one 

or more documents, such documents speak for themselves, and GDL denies all allegations to the 

contrary. To the extent a response is required, GDL states that his term on LCR’s Board ended on 

January 31, 2016, that he was not subsequently in a leadership position, and that he had no 

involvement in the handling of client funds. To the extent not expressly admitted, GDL denies any 

and all remaining allegations in this paragraph. 

95. To the extent Paragraph 95 purports to interpret, paraphrase, and/or quote from one 

or more documents, such documents speak for themselves, and GDL denies all allegations to the 

contrary. To the extent a response is required, GDL states that his term on LCR’s Board ended on 

January 31, 2016, that he was not subsequently in a leadership position, and that he had no 

involvement in the handling of client funds. To the extent not expressly admitted, GDL denies any 

and all remaining allegations in this paragraph. 

96. GDL admits only that Mr. Mares became COO in 2015, that C. Erik Gustafson 

became CEO in 2016, that GDL’s term as Chair ended on December 31, 2015. GDL further admits 

that, beginning in 2016, GDL’s term on LCR’s Board ended on January 31, 2016, that Mr. Hern 

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was presented with a Hobson’s choice (resign or be removed as Vice Chair) and elected to resign 

in May 2016, and that George Whitley was also presented with a Hobson’s choice (resign or be 

removed as Lead Director) and elected to resign from the Board in May 2016 and, ultimately, left 

LCR in September 2016. To the extent not expressly admitted, GDL denies any and all remaining 

allegations in Paragraph 96. 

97. To the extent Paragraph 97 purports to interpret, paraphrase, and/or quote from one 

or more documents, such documents speak for themselves, and GDL denies all allegations to the 

contrary. To the extent a response is required, GDL states that his exit from LCR’s management 

and leadership was part of a longstanding objective dating back as far as 2003, that in 2007, he 

had informed LCR that he no longer wished to participate in LCR’s management and, instead, 

wanted to return to the active practice of law, and that LCR’s plan was to begin transitioning to 

new management beginning in October 2010. GDL further states that, in 2013, LCR’s shareholders 

refused to approve a slate of Board members that did not include GDL, and, as a compromise, that 

GDL agreed to serve for one final term ending January 31, 2016. See GDL_0005489. GDL admits 

only that, consistent with that transition plan, his term as CEO ended on June 30, 2011 (with a gap 

of approximately 18 months in or about 2003), that his term as Chair ended on December 31, 2015, 

that his term on the Board ended on January 31, 2016, and thereafter he was no longer part of the 

management or leadership of LCR. GDL expressly denies that he left LCR’s management for any 

purpose other than to return to the active practice of law. To the extent not expressly admitted, 

GDL denies any and all remaining allegations in this paragraph.

98. Denied. 

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99. GDL lacks sufficient information or belief to admit or deny the allegations in 

Paragraph 99 and, therefore, denies the same. 

100. Denied. 

101. To the extent Paragraph 101 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent a response is required, GDL lacks sufficient information or belief to 

admit or deny the allegations in this paragraph and, therefore, denies the same. 

102. To the extent Paragraph 102 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent a response is required, GDL lacks sufficient information or belief to 

admit or deny the allegations in this paragraph and, therefore, denies the same. 

103. To the extent Paragraph 103 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent a response is required, GDL admits only that, in mid-2017, UnitedLex 

followed up on prior (2014 and 2015) discussions between LCR and UnitedLex concerning the 

possibility of outsourcing LCR’s back office operations in a manner consistent with the Rules of 

Professional Conduct, that GDL informed UnitedLex that he was no longer involved in LCR’s 

management or leadership and that he would put UnitedLex in contact with LCR’s CEO and that 

GDL promptly passed along this information to LCR’s CEO. To the extent not expressly admitted, 

GDL denies any and all remaining allegations in this paragraph.

104. To the extent Paragraph 104 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

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the contrary. To the extent a response is required, GDL admits, upon information and belief, Mr. 

Reed and LCR’s CEO spoke on August 5, 2017, and that Mr. Reed stated: “[LCR’s CEO] has high 

energy on the topics we discussed, and I believe feels the benefit of progressing discussions at an 

up tempo pace.” See GDL_0005506. To the extent not expressly admitted, GDL denies any and 

all remaining allegations in this paragraph. 

105. To the extent Paragraph 105 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent a response is required, GDL states that he did not take part in the alleged 

meeting on August 23, 2017. Accordingly, GDL lacks sufficient information or belief to admit or 

deny whether such meeting took place in this paragraph and, therefore, denies the same. To the 

extent not expressly admitted, GDL denies any and all remaining allegations in this paragraph. 

106. To the extent Paragraph 106 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent a response is required, GDL denies any and all remaining allegations 

in this paragraph. 

107. To the extent Paragraph 107 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent a response is required, GDL denies any and all remaining allegations 

in this paragraph. 

108. To the extent Paragraph 108 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

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the contrary. To the extent a response is required, GDL lacks sufficient information or belief to 

admit or deny the allegations in this paragraph and, therefore, denies the same. 

109. Denied. 

110. To the extent Paragraph 110 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent a response is required, GDL denies any and all remaining allegations 

in this paragraph. 

111. To the extent Paragraph 111 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent a response is required, GDL denies that he formally took the lead for 

LCR. To the extent not specifically admitted, GDL denies any and all remaining allegations in this 

paragraph. 

112. To the extent Paragraph 112 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent a response is required, GDL admits only that he received an email from 

Mr. Reed on November 2, 2017 and that said email copied two lawyers at Greenberg Traurig. See 

GDL_0005507. To the extent not expressly admitted, GDL denies any and all remaining 

allegations in this paragraph. 

113. GDL lacks sufficient information or belief to admit or deny the allegation that 

CVC’s investment in UnitedLex was not formalized until September 2018 and, therefore, denies 

the same. To the extent not expressly admitted, GDL denies any and all remaining allegations in 

Paragraph 113. 

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114. To the extent Paragraph 114 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent a response is required, GDL admits he received an email from Mr. Reed 

on November 22, 2017. See GDL_0005509. To the extent not expressly admitted, GDL denies any 

and all remaining allegations in this paragraph. 

115. To the extent Paragraph 115 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent a response is required, GDL lacks sufficient information or belief to 

admit or deny the allegation that regarding Mr. Reed’s statements on June 13, 2018 and, therefore, 

denies the same. To the extent a response is required, GDL denies any and all remaining allegations 

in this paragraph. 

116. To the extent Paragraph 116 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent a response is required, GDL denies any and all remaining allegations 

in this paragraph. 

117. To the extent Paragraph 117 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent a response is required, GDL denies any and all remaining allegations 

in this paragraph. 

118. To the extent Paragraph 118 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent a response is required, GDL admits only that LCR considered a possible 

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loan. To the extent not expressly admitted, GDL denies any and all remaining allegations in this 

paragraph. 

119. To the extent Paragraph 118 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent a response is required, GDL denies any and all remaining allegations 

in this paragraph. 

120. GDL admits only that UnitedLex engaged in due diligence of LCR, that LCR’s 

Corporate Secretary was tasked with LCR’s due diligence of UnitedLex, and that LCR engaged in 

due diligence of UnitedLex. See GDL_0005542; GDL_000557. To the extent not expressly 

admitted, GDL denies any and all remaining allegations in this paragraph. 

121. GDL lacks sufficient information or belief to admit or deny the allegations in 

Paragraph 121 and, therefore, denies the same. 

122. Upon information and belief, admitted. See GDL_0005549. 

123. To the extent Paragraph 123 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent a response is required, GDL denies any and all remaining allegations 

in this paragraph. 

124. To the extent Paragraph 124 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent a response is required, GDL denies any and all remaining allegations 

in this paragraph. 

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125. To the extent Paragraph 125 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent a response is required, GDL denies any and all remaining allegations 

in this paragraph. 

126. To the extent Paragraph 126 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent a response is required, GDL admits Mr. Reed emailed LCR’s CEO on 

March 21, 2018. See GDL_0005549. To the extent not expressly admitted, GDL denies any and 

all remaining allegations in this paragraph. 

127. To the extent Paragraph 127 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent a response is required, GDL admits Mr. Reed emailed LCR’s CEO on 

March 21, 2018. See GDL_0005549. To the extent not expressly admitted, GDL denies any and 

all remaining allegations in this paragraph. 

128. To the extent Paragraph 128 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent a response is required, GDL admits that, on March 22, 2018, LCR’s 

CEO responded to Mr. Reed’s March 21, 2018 email. See GDL_0005549. To the extent not 

expressly admitted, GDL denies any and all remaining allegations in this paragraph. 

129. To the extent Paragraph 129 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent a response is required, GDL admits that, on March 22, 2018, Mr. Reed 

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responded to LCR’s CEO’s March 22, 2018 email. See GDL_0005544. To the extent not expressly 

admitted, GDL denies any and all remaining allegations in this paragraph. 

130. To the extent Paragraph 130 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent a response is required, GDL denies any and all remaining allegations 

in this paragraph. 

131. Denied. 

132. GDL admits only that LCR converted from a professional corporation to a 

professional limited liability company on March 4, 2018. To the extent not expressly admitted, 

GDL denies any and all remaining allegations in this paragraph.

133. Paragraph 133 states mere legal conclusions to which no response is required. To 

the extent a response is required, GDL, upon information and belief, admits the allegations in this 

paragraph. 

134. To the extent Paragraph 134 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent a response is required, GDL admits that, on March 22, 2018, LCR’s 

CEO responded to Mr. Reed’s March 21, 2018 email. See GDL_0005549. To the extent not 

expressly admitted, GDL denies any and all remaining allegations in this paragraph. 

135. To the extent Paragraph 135 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent a response is required, GDL admits that, on March 22, 2018, LCR’s 

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CEO responded to Mr. Reed’s March 21, 2018 email. See GDL_0005549. To the extent not 

expressly admitted, GDL denies any and all remaining allegations in this paragraph. 

136. To the extent Paragraph 136 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent not expressly admitted, GDL denies any and all remaining allegations 

in this paragraph. 

137. GDL admits only that LCR’s Board voted to terminate LCR’s Deferred 

Compensation Plan and its Supplemental Retirement Plan effective December 31, 2017. To the 

extent not expressly admitted, GDL denies any and all remaining allegations in Paragraph 137. 

138. Paragraph 138 states legal conclusions to which no response is required. 

139. GDL admits only that the IRS filed Proof of Claim No. 252 and that the Court 

authorized a proposed adjustment to conclude a related audit. To the extent not expressly admitted, 

GDL lacks sufficient information or belief to admit or deny the allegations in Paragraph 139 and, 

therefore, denies the same. 

140. GDL admits LCR received legal advice from Hinshaw. GDL lacks sufficient 

information or belief to admit or deny the allegation in Paragraph 140 that UnitedLex received 

legal advice from Hinshaw and, therefore, denies the same. To the extent not expressly admitted, 

GDL denies any and all remaining allegations in this paragraph.

141. To the extent Paragraph 141 purports to interpret, paraphrase, and/or quote from 

ECF No. 4-6 in this Action, such document speaks for itself, and GDL denies all allegations to the 

contrary. 

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142. To the extent Paragraph 142 purports to interpret, paraphrase, and/or quote from 

ECF No. 4-6 in this Action, such document speaks for itself, and GDL denies all allegations to the 

contrary. 

143. To the extent Paragraph 143 purports to interpret, paraphrase, and/or quote from 

ECF No. 4-6 in this Action, such document speaks for itself, and GDL denies all allegations to the 

contrary. 

144. To the extent Paragraph 144 purports to interpret, paraphrase, and/or quote from 

ECF No. 4-7 in this Action, such document speaks for itself, and GDL denies all allegations to the 

contrary. 

145. To the extent Paragraph 145 purports to interpret, paraphrase, and/or quote from 

ECF No. 4-7 in this Action, such document speaks for itself, and GDL denies all allegations to the 

contrary. 

146. To the extent Paragraph 146 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent a response is required, GDL denies any and all remaining allegations 

in this paragraph. 

147. To the extent Paragraph 147 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent a response is required, GDL admits he received an email from Mr. Reed 

on January 26, 2018, and that he replied to Mr. Reed’s email on January 26, 2018. See 

GDL_0005531. To the extent not expressly admitted, GDL denies any and all remaining 

allegations in this paragraph. 

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148. To the extent Paragraph 148 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent a response is required, GDL states that he did not receive a copy of the 

March 27, 2018 or March 28, 2018 opinion letter prepared by Hinshaw. Accordingly, GDL lacks 

sufficient information or belief to admit or deny the allegations this paragraph and, therefore, 

denies the same. 

149. To the extent Paragraph 149 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent a response is required, GDL states that he did not receive a copy of the 

March 27, 2018 or March 28, 2018 opinion letter prepared by Hinshaw. Accordingly, GDL lacks 

sufficient information or belief to admit or deny the allegations this paragraph and, therefore, 

denies the same. 

150. To the extent Paragraph 150 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent a response is required, GDL admits that one potential name for the joint 

venture between LCR and UnitedLex was United Law Firm Solutions (“ULFS”). To the extent 

not expressly admitted, GDL denies any and all remaining allegations in this paragraph. 

151. To the extent Paragraph 151 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent not expressly admitted, GDL denies any and all remaining allegations 

in this paragraph. 

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152. To the extent Paragraph 152 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent a response is required, GDL states he was not involved in the 

amendment of any agreements between LCR and UnitedLex, including, but not limited to, the 

April 4, 2018 version of the Master Services Agreement or any proposed or contemplated 

amendments “in or around the end of 2018 and the beginning of 2019,” and, therefore, he lacks 

sufficient information or belief to admit or deny such allegations in this paragraph and, therefore, 

denies the same. To the extent not expressly admitted, GDL denies any and all remaining 

allegations in this paragraph. 

153. GDL admits only that the transaction between LCR and UnitedLex was ultimately 

finalized in April 2018. To the extent not expressly admitted, GDL denies any and all remaining 

allegations in Paragraph 153. 

154. To the extent Paragraph 154 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent a response is required, GDL admits only that the transaction between 

LCR and UnitedLex did not include a $33 million loan. To the extent not expressly admitted, GDL 

denies any and all remaining allegations in this paragraph. 

155. To the extent Paragraph 155 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent not expressly admitted, GDL denies any and all remaining allegations 

in this paragraph. 

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156. To the extent Paragraph 156 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent a response is required, GDL admits only that the “Contribution 

Agreement between ULX Partners, LLC and LeClairRyan PLLC” was executed on or about April 

4, 2018 (the “Contribution Agreement”). To the extent not expressly admitted, GDL denies any 

and all remaining allegations in this paragraph. 

157. To the extent Paragraph 157 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent a response is required, GDL admits only that Appendix 1 to Schedule 

2.01(b) of the Contribution Agreement between LCR and ULXP lists various assets. To the extent 

not expressly admitted, GDL denies any and all remaining allegations in this paragraph. 

158. To the extent Paragraph 158 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent a response is required, GDL admits the allegations in this paragraph. 

159. To the extent Paragraph 159 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent a response is required, GDL denies any and all remaining allegations 

in this paragraph. 

160. To the extent Paragraph 160 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent not expressly admitted, GDL denies any and all remaining allegations 

in this paragraph. 

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161. To the extent Paragraph 161 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent a response is required, GDL admits only that LCR and UnitedLex 

entered into a “Master Services Agreement” dated April 2, 2018. See GDL_0005599. GDL 

expressly denies that such version of the Master Services Agreement permitted ULXP, or 

UnitedLex, to “t[ake] control” of LCR in any way. To the extent not expressly admitted, GDL 

denies any and all remaining allegations in this paragraph. 

162. To the extent Paragraph 162 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent a response is required, GDL expressly denies ULXP, or UnitedLex, 

assumed control of LCR or its “core law firm functions.” To the extent not expressly admitted, 

GDL denies any and all remaining allegations in this paragraph.

163. Denied. 

164. To the extent Paragraph 164 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent not expressly admitted, GDL denies any and all remaining allegations. 

165. GDL lacks sufficient information or belief to admit or deny the allegations in 

Paragraph 165 relating to the knowledge of UnitedLex or ULXP and, therefore, denies the same. 

GDL denies any and all remaining allegations in this paragraph.

166. To the extent Paragraph 166 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

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the contrary. To the extent not expressly admitted, GDL denies any and all remaining allegations 

in this paragraph. 

167. Denied. 

168. To the extent Paragraph 168 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent not expressly admitted, GDL denies any and all remaining allegations 

in this paragraph. 

169. GDL admits only that LCR and UnitedLex entered into a “Master Services 

Agreement” dated April 2, 2018, a “Amended and Restated Limited Liability Company 

Agreement” dated April 4, 2018, a “Subscription Agreement” dated April 4, 2018, and a 

Contribution Agreement dated April 4, 2018. To the extent not expressly admitted, GDL denies 

any and all remaining allegations in Paragraph 169. 

170. Denied. 

171. Denied. 

172. As GDL’s term on LCR’s Board ended on January 31, 2016, GDL lacks sufficient 

information or belief to admit or deny the allegations in Paragraph 172 relating to the knowledge 

of the LCR Board in 2018 and, therefore, denies the same. GDL expressly denies that LCR was 

insolvent. To the extent not expressly admitted, GDL denies any and all remaining allegations in 

this paragraph. 

173. To the extent Paragraph 173 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

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the contrary. To the extent a response is required, GDL denies any and all remaining allegations 

in this paragraph. 

174. To the extent Paragraph 174 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent a response is required, GDL denies any and all remaining allegations 

in this paragraph. 

175. To the extent Paragraph 175 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent a response is required, GDL denies any and all remaining allegations 

in this paragraph. 

176. To the extent Paragraph 176 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent a response is required, GDL lacks sufficient information or belief to 

admit or deny the allegations in this paragraph and, therefore, denies the same. 

177. To the extent Paragraph 177 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent a response is required, GDL denies any and all remaining allegations 

in this paragraph. 

178. To the extent Paragraph 178 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent a response is required, GDL lacks sufficient information or belief to 

admit or deny the allegations in this paragraph and, therefore, denies the same. 

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179. To the extent Paragraph 179 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent a response is required, GDL denies any and all remaining allegations 

in this paragraph. 

180. To the extent Paragraph 180 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent a response is required, GDL denies any and all remaining allegations 

in this paragraph. 

181. To the extent Paragraph 181 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent a response is required, GDL denies any and all remaining allegations 

in this paragraph. 

182. To the extent Paragraph 182 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent a response is required, GDL lacks sufficient information or belief to 

admit or deny the allegations in this paragraph and, therefore, denies the same. 

183. GDL lacks sufficient information or belief to admit or deny the allegations in 

Paragraph 183 and, therefore, denies the same. 

184. GDL lacks sufficient information or belief to admit or deny the allegations in 

Paragraph 184 and, therefore, denies the same. 

185. To the extent Paragraph 185 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

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the contrary. To the extent a response is required, GDL denies any and all remaining allegations 

in this paragraph. 

186. GDL admits that LCR and UnitedLex hired Cornerstone Valuation LLC 

(“Cornerstone”) on March 26, 2018. See GDL_0004368-4371. GDL further admits that the 

Contribution Agreement was executed on or about April 4, 2018. To the extent not expressly 

admitted, GDL denies any and all remaining allegations in this paragraph. 

187. To the extent Paragraph 187 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent a response is required, GDL admits only that he provided certain 

information to Cornerstone with the full knowledge and approval of certain LCR’s officers or 

directors. See, e.g., GDL_0004385; GDL_0004400-4401; see also GDL_0004305; 

GDL_0004364; GDL_0004374; GDL_0004379-4382; GDL_0004387-4399; GDL_0004402; 

GDL_0004585. To the extent not expressly admitted, GDL denies any and all remaining 

allegations in this paragraph. 

188. GDL expressly denies that he manipulated the Cornerstone report in any way. GDL 

states that he provided certain information prepared by others to Cornerstone with the full 

knowledge and approval of LCR’s officers or directors. See, e.g., GDL_0004385; GDL_0004400-

4401; see also GDL_0004305; GDL_0004364; GDL_0004374; GDL_0004379-4382; 

GDL_0004387-4399; GDL_0004402; GDL_0004585. To the extent not expressly admitted, GDL 

denies any and all remaining allegations in this paragraph. 

189. To the extent Paragraph 189 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

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the contrary. To the extent a response is required, GDL denies any and all remaining allegations 

in this paragraph. 

190. To the extent Paragraph 190 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent a response is required, GDL denies any and all remaining allegations 

in this paragraph. 

191. To the extent Paragraph 191 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent a response is required, GDL admits that Cornerstone provided its 

valuation to LCR’s CEO on or about April 18, 2018, and that Mr. Reed, UnitedLex’s CEO, 

responded “Awesome.” See GDL_0004404. GDL further admits that Cornerstone provided its 

“Opinion Letter” on April 25, 2018. See GDL_0004413-4583. GDL expressly denies that the 

Cornerstone report was never finalized. To the extent not expressly admitted, GDL denies any and 

all remaining allegations in this paragraph. 

192. To the extent Paragraph 192 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent a response is required, GDL denies any and all remaining allegations 

in this paragraph. 

193. To the extent Paragraph 193 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent a response is required, GDL lacks sufficient information or belief to 

admit or deny the allegations in this paragraph and, therefore, denies the same. 

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194. To the extent Paragraph 194 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent a response is required, GDL denies any and all remaining allegations 

in this paragraph. 

195. Denied. 

196. To the extent Paragraph 196 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent a response is required, GDL lacks sufficient information or belief to 

admit or deny the allegations in this paragraph and, therefore, denies the same. 

197. To the extent Paragraph 197 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent a response is required, GDL lacks sufficient information or belief to 

admit or deny the allegations in this paragraph and, therefore, denies the same. 

198. To the extent Paragraph 198 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent a response is required, GDL lacks sufficient information or belief to 

admit or deny the allegations in this paragraph and, therefore, denies the same. 

199. To the extent Paragraph 199 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent a response is required, GDL lacks sufficient information or belief to 

admit or deny the allegations in this paragraph and, therefore, denies the same. 

200. Denied. 

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201. To the extent Paragraph 201 purports to interpret, paraphrase, and/or quote from 

one or more documents, namely the various versions of the Master Services Agreement, such 

documents speak for themselves, and GDL denies all allegations to the contrary. To the extent a 

response is required, GDL denies any and all remaining allegations in this paragraph. 

202. To the extent Paragraph 202 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent a response is required, GDL admits only that ULXP was permitted 

access to certain information, at minimum, pursuant to Section 10.01(a) of the “Amended and 

Restated Limited Liability Company Agreement” dated April 4, 2018 and Paragraph 7 of the 

“Master Services Agreement” dated April 2, 2018. To the extent not expressly admitted, GDL 

lacks sufficient information or belief to admit or deny the allegations in this paragraph and, 

therefore, denies the same. 

203. GDL lacks sufficient information or belief to admit or deny the allegations in 

Paragraph 203 and, therefore, denies the same. 

204. GDL lacks sufficient information or belief to admit or deny the allegations in 

Paragraph 204 and, therefore, denies the same. 

205. Upon information and belief, GDL admits LCR out-sourced certain of its nonlawyer back office functions to ULXP, including human resources, marketing, and business 

development. GDL expressly denies ULXP employees served on LCR’s Board of Directors, were 

“managers” as such term is defined under the Virginia Limited Liability Company Act, or held 

any essential or “key” role to LCR’s operations. To the extent not expressly admitted, GDL denies 

any and all remaining allegations in Paragraph 205. 

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206. GDL lacks sufficient information or belief to admit or deny the allegations in 

Paragraph 206 and, therefore, denies the same. 

207. GDL lacks sufficient information or belief to admit or deny the allegations in 

Paragraph 207 and, therefore, denies the same. 

208. To the extent Paragraph 208 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent a response is required, GDL lacks sufficient information or belief to 

admit or deny the allegations in this paragraph and, therefore, denies the same. 

209. To the extent Paragraph 209 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent a response is required, GDL lacks sufficient information or belief to 

admit or deny the allegations in this paragraph and, therefore, denies the same. 

210. To the extent Paragraph 210 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent a response is required, GDL lacks sufficient information or belief to 

admit or deny the allegations in this paragraph and, therefore, denies the same. 

211. To the extent Paragraph 211 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent a response is required, GDL lacks sufficient information or belief to 

admit or deny the allegations in this paragraph and, therefore, denies the same. 

212. To the extent Paragraph 212 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

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the contrary. To the extent a response is required, GDL lacks sufficient information or belief to 

admit or deny the allegations in this paragraph and, therefore, denies the same. 

213. To the extent Paragraph 213 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent a response is required, GDL lacks sufficient information or belief to 

admit or deny the allegations in this paragraph and, therefore, denies the same. 

214. To the extent Paragraph 214 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent a response is required, GDL expressly denies he had any role in the 

decision to hire Nicholas Hinton. GDL admits only that LCR was hired as legal counsel to 

represent UnitedLex in contract negotiations with Mr. Hinton. To the extent not expressly 

admitted, GDL lacks sufficient information or belief to admit or deny the allegations in this 

paragraph and, therefore, denies the same. 

215. To the extent Paragraph 215 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent a response is required, GDL expressly denies that he provided guidance 

to Mr. Reed, UnitedLex, or ULX on personnel decisions in October or November 2018. To the 

extent not expressly admitted, GDL lacks sufficient information or belief to admit or deny the 

remaining allegations in this paragraph and, therefore, denies the same. 

216. GDL admits that LCR continued to experience attorney and member departures and 

declining revenue through the end of 2018. To the extent not expressly admitted, GDL denies any 

and all remaining allegations in Paragraph 216. 

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217. GDL lacks sufficient information or belief to admit or deny the allegations in 

Paragraph 217 and, therefore, denies the same. 

218. GDL expressly denies that he took part in any meetings with ULXP, UnitedLex, 

and/or other LCR Board members or staff regarding cash flow. Accordingly, GDL lacks sufficient 

information or belief to admit or deny the allegations in Paragraph 218 and, therefore, denies the 

same. 

219. GDL lacks sufficient information or belief to admit or deny the allegations in 

Paragraph 219 and, therefore, denies the same. 

220. GDL lacks sufficient information or belief to admit or deny the allegations in 

Paragraph 220 and, therefore, denies the same. 

221. GDL lacks sufficient information or belief to admit or deny the allegations in 

Paragraph 221 and, therefore, denies the same. 

222. GDL lacks sufficient information or belief to admit or deny the allegations in 

Paragraph 222 and, therefore, denies the same. 

223. GDL lacks sufficient information or belief to admit or deny the allegations in 

Paragraph 223 and, therefore, denies the same. 

224. GDL lacks sufficient information or belief to admit or deny the allegations in 

Paragraph 224 and, therefore, denies the same. 

225. GDL lacks sufficient information or belief to admit or deny the allegations in 

Paragraph 225 and, therefore, denies the same. 

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226. Upon information and belief, GDL states LCR’s credit card was not working in or 

about late July 2019. To the extent not expressly admitted, GDL lacks sufficient information or 

belief to admit or deny the allegations in Paragraph 226 and, therefore, denies the same. 

227. GDL lacks sufficient information or belief to admit or deny the allegations in 

Paragraph 227 and, therefore, denies the same. 

228. GDL states that he co-founded LCR in 1988, that he served as Chair/CEO until 

June 30, 2011 (with a gap of approximately 18 months in or about 2003), that his term as Chair 

ended on December 31, 2015, that his term on the Board ended on January 31, 2016, and, 

thereafter, he had no role in the management or operations of LCR. As such, GDL has no 

involvement in LCR’s handling of client funds, and GDL lacks sufficient information or belief to 

admit or deny the allegations in Paragraph 228 and, therefore, denies the same. 

229. GDL states that he co-founded LCR in 1988, that he served as Chair/CEO until 

June 30, 2011 (with a gap of approximately 18 months in or about 2003), that his term as Chair 

ended on December 31, 2015, that his term on the Board ended on January 31, 2016, and, 

thereafter, he had no role in the management or operations of LCR. As such, GDL has no 

involvement in LCR’s handling of client funds, and GDL lacks sufficient information or belief to 

admit or deny the allegations in Paragraph 229 and, therefore, denies the same. 

230. GDL states that he co-founded LCR in 1988, that he served as Chair/CEO until 

June 30, 2011 (with a gap of approximately 18 months in or about 2003), that his term as Chair 

ended on December 31, 2015, that his term on the Board ended on January 31, 2016, and, 

thereafter, he had no role in the management or operations of LCR. As such, GDL has no 

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involvement in LCR’s handling of client funds, and GDL lacks sufficient information or belief to 

admit or deny the allegations in Paragraph 230 and, therefore, denies the same. 

231. Paragraph 231 states mere legal conclusions to which no response is required. To 

the extent a response is required, GDL states that he co-founded LCR in 1988, that he served as 

Chair/CEO until June 30, 2011 (with a gap of approximately 18 months in or about 2003), that his 

term as Chair ended on December 31, 2015, that his term on the Board ended on January 31, 2016, 

and, thereafter, he had no role in the management or operations of LCR. As such, GDL has no 

involvement in LCR’s handling of client funds, and GDL lacks sufficient information or belief to 

admit or deny the allegations in this paragraph and, therefore, denies the same. 

232. GDL states that he heard that LCR and ULXP had entered into a note and security 

agreement, but GDL was not involved in this transaction. Upon information and belief, GDL 

admits that LCR’s members held a member meeting on July 29, 2019 to vote on various agenda 

items, including to approve the formation of a dissolution committee for the potential wind up, 

eventual dissolution, and liquidation of LCR. To the extent not expressly admitted, GDL denies 

any and all remaining allegations in Paragraph 232. 

233. GDL lacks sufficient information or belief to admit or deny the allegations in 

Paragraph 233 and, therefore, denies the same. 

234. To the extent Paragraph 234 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent a response is required, GDL lacks sufficient information or belief to 

admit or deny the allegations in this paragraph and, therefore, denies the same. 

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235. To the extent Paragraph 235 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent a response is required, GDL lacks sufficient information or belief to 

admit or deny the allegations in this paragraph and, therefore, denies the same. 

236. Denied. 

237. Denied. 

238. Paragraph 238 states mere legal conclusions to which no response is required. To 

the extent a response is required, GDL lacks sufficient information or belief to admit or deny the 

allegations in this paragraph and, therefore, denies the same. 

239. To the extent Paragraph 239 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent a response is required, GDL lacks sufficient information or belief to 

admit or deny the allegations in this paragraph and, therefore, denies the same. 

240. GDL lacks sufficient information or belief to admit or deny the allegations in 

Paragraph 240 and, therefore, denies the same. 

241. To the extent Paragraph 241 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent a response is required, GDL lacks sufficient information or belief to 

admit or deny the allegations in this paragraph and, therefore, denies the same. 

242. The allegations in Paragraph 242 are not directed at GDL and, therefore, no 

response is required. To the extent a response is required, GDL lacks sufficient information or 

belief to admit or deny the allegations in this paragraph and, therefore, denies the same. 

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243. Denied. 

244. Denied. 

245. GDL lacks sufficient information or belief to admit or deny the allegations in 

Paragraph 245 and, therefore, denies the same. 

246. Denied. 

247. GDL expressly denies that he was involved in “Project Modern.” Accordingly, 

GDL lacks sufficient information or belief to admit or deny the allegations in Paragraph 247 and, 

therefore, denies the same. 

248. To the extent Paragraph 248 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent a response is required, GDL admits only that on May 18, 2018, LCR’s 

CEO wrote an email to GDL which stated, in part: “partners would move back to a W-2 

compensation model, there would be very modest personal capital requirements, bonuses would 

be based on specific and personalized management objectives, and additional longer term 

incentives, such as stock in UnitedLex, would be offered.” See GDL_0004596. To the extent not 

expressly admitted, GDL denies any and all remaining allegations in this paragraph. 

249. Upon information and belief, GDL admits only that Novellus Law Group was 

intended to be a new entity. GDL states that he did not attend the June 24, 2019 meeting between 

UnitedLex and LCR’s partners in which the details of Novellus Law Group were discussed. 

Accordingly, GDL lacks sufficient information or belief to admit or deny the remaining allegations 

in Paragraph 249 and, therefore, denies the same. 

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250. Upon information and belief, GDL admits only that Novellus Law Group was 

intended to be a new entity. GDL states that he did not attend the June 24, 2019 meeting between 

UnitedLex and LCR’s partners in which the details of Novellus Law Group were discussed. 

Accordingly, GDL lacks sufficient information or belief to admit or deny the remaining allegations 

in Paragraph 250 and, therefore, denies the same. 

251. Upon information and belief, GDL admits only that Novellus Law Group was 

intended to be a new entity. GDL states that he did not attend the June 24, 2019 meeting between 

UnitedLex and LCR’s partners in which the details of Novellus Law Group were discussed. 

Accordingly, GDL lacks sufficient information or belief to admit or deny the remaining allegations 

in Paragraph 251 and, therefore, denies the same. 

252. GDL admits only that he received an indicative offer to join Novellus Law Group 

which contained “an equity component” as part of the offered long-term incentive compensation, 

but that the indicative offer did not specify whose equity would be provided. To the extent not 

specifically admitted, GDL lacks sufficient information or belief to admit or deny the remaining 

allegations in Paragraph 252 and, therefore, denies the same. 

253. GDL admits only that he received an indicative offer to join Novellus Law Group, 

that such offer states: “your Annual Compensation Target, which consists of base compensation 

(‘Salary’), an ability to earn an annual bonus based on performance (‘Annual Bonus’), long term 

incentive compensation (‘LTI’), benefits and payroll taxes.” See GDL_0004594. GDL expressly 

denies that such offer was superior to that of the traditional law firm model. To the extent not 

expressly admitted, GDL denies any and all remaining allegations in Paragraph 253. 

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254. GDL admits only that a new legal entity would ordinarily need operating capital. 

Upon information and belief, UnitedLex spoke directly with VCF regarding financing for Novellus 

Law Group. To the extent not expressly admitted, GDL denies any and all remaining allegations 

in Paragraph 254. 

255. GDL lacks sufficient information or belief to admit or deny the allegations in the 

first sentence of Paragraph 255 and, therefore, denies the same. GDL admits only that VCF did 

not provide funding for Novellus Law Group. To the extent not expressly admitted, GDL denies 

any and all remaining allegations in this paragraph. 

256. GDL admits only that Novellus Law Group did not come to fruition. GDL lacks 

sufficient information or belief to admit or deny the remaining allegations in Paragraph 256 and, 

therefore, denies the same. 

257. Denied. 

258. To the extent Paragraph 258 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent a response is required, GDL admits only that he permitted LCR to take 

a loan against his Northwestern Mutual Life insurance policy contained within his Deferred 

Compensation Plan account in order for LCR to purchase shares of Series B Preferred Stock. GDL 

further admits that LCR did not redeem the shares and repay that loan as required by the July 31, 

2015 letter agreement, as modified by the Fifth Amendment to GDL’s soft landing contract dated 

December 27, 2016, and that due to this breach, GDL issued the March 22, 2019 Forbearance 

Memorandum to LCR. See GDL_ 0004303. To the extent not expressly admitted, GDL denies any 

and all remaining allegations in this paragraph. 

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259. GDL admits that he issued his resignation from LCR on July 26, 2019, and that his 

last day at LCR was July 31, 2019. GDL further admits that LCR’s members held a member 

meeting on July 29, 2019 to vote on various agenda items, including to approve the formation of 

a dissolution committee for the potential wind up, eventual dissolution, and liquidation of LCR. 

GDL states that, given his resignation, he did not attend the July 29, 2019 member meeting, and 

was not permitted to vote on the various agenda items. To the extent not expressly admitted, GDL 

denies any and all remaining allegations in Paragraph 259. 

260. Admitted. 

261. Denied. 

262. Denied. 

263. Denied. 

264. To the extent Paragraph 264 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent a response is required, GDL admits only that the Fifth Amendment to 

his December 31, 2007 GDL-SLC dated December 27, 2016 contains release provisions. To the 

extent not expressly admitted, GDL denies any and all remaining allegations in this paragraph. 

265. The allegations in Paragraph 265 are not directed at GDL and, therefore, no 

response is required. To the extent a response is required, GDL lacks sufficient information or 

belief to admit or deny the allegations in this and, therefore, denies the same. 

266. The allegations in Paragraph 266 are not directed at GDL and, therefore, no 

response is required. To the extent a response is required, GDL lacks sufficient information or 

belief to admit or deny the allegations in this and, therefore, denies the same. 

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267. The allegations in Paragraph 267 are not directed at GDL and, therefore, no 

response is required. To the extent a response is required, GDL lacks sufficient information or 

belief to admit or deny the allegations in this and, therefore, denies the same. 

COUNT I

Avoidance of Fraudulent Transfers Under 11 U.S.C. §§ 548(a)(1)(A) and 550 

(Against ULXP and UnitedLex) 

268. GDL incorporates by reference his responses to Paragraphs 1-267 as his response 

to Paragraph 268. 

269. The allegations in Count I are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, GDL lacks sufficient information or belief to admit 

or deny the allegations in Paragraph 269 and, therefore, denies the same. 

270. The allegations in Count I are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, GDL lacks sufficient information or belief to admit 

or deny the allegations in Paragraph 270 and, therefore, denies the same. 

271. The allegations in Count I are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, GDL lacks sufficient information or belief to admit 

or deny the allegations in Paragraph 271 and, therefore, denies the same. 

272. The allegations in Count I are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, GDL lacks sufficient information or belief to admit 

or deny the allegations in Paragraph 272 and, therefore, denies the same. 

273. The allegations in Count I are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, GDL lacks sufficient information or belief to admit 

or deny the allegations in Paragraph 273 and, therefore, denies the same. 

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274. The allegations in Count I are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, Paragraph 274 states mere legal conclusions to 

which no response is required. To the extent any further response is required, GDL lacks sufficient 

information or belief to admit or deny the allegations in Paragraph 274 and, therefore, denies the 

same. 

275. The allegations in Count I are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, GDL lacks sufficient information or belief to admit 

or deny the allegations in Paragraph 275 and, therefore, denies the same. 

276. The allegations in Count I are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, Paragraph 276 states mere legal conclusions to 

which no response is required. To the extent any further response is required, GDL lacks sufficient 

information or belief to admit or deny the allegations in this paragraph and, therefore, denies the 

same. 

277. The allegations in Count I are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, GDL lacks sufficient information or belief to admit 

or deny the allegations in Paragraph 277 and, therefore, denies the same. 

COUNT II 

Avoidance of Fraudulent Transfers Under 11 U.S.C. §§ 548(a)(1)(B) and 550 

(Against ULXP And UnitedLex) 

278. GDL incorporates by reference his responses to Paragraphs 1-277 as his response 

to Paragraph 278. 

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279. The allegations in Count II are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, GDL lacks sufficient information or belief to admit 

or deny the allegations in Paragraph 279 and, therefore, denies the same. 

280. The allegations in Count II are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, GDL lacks sufficient information or belief to admit 

or deny the allegations in Paragraph 280 and, therefore, denies the same. 

281. The allegations in Count II are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, GDL lacks sufficient information or belief to admit 

or deny the allegations in Paragraph 281 and, therefore, denies the same. 

282. The allegations in Count II are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, GDL lacks sufficient information or belief to admit 

or deny the allegations in Paragraph 282 and, therefore, denies the same. 

283. The allegations in Count II are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, GDL lacks sufficient information or belief to admit 

or deny the allegations in Paragraph 283 and, therefore, denies the same. 

284. The allegations in Count II are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, GDL lacks sufficient information or belief to admit 

or deny the allegations in Paragraph 284 and, therefore, denies the same. 

285. The allegations in Count II are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, Paragraph 285 states mere legal conclusions to 

which no response is required. To the extent any further response is required, GDL lacks sufficient 

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information or belief to admit or deny the allegations in this paragraph and, therefore, denies the 

same. 

286. The allegations in Count II are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, Paragraph 286 states mere legal conclusions to 

which no response is required. To the extent any further response is required, GDL lacks sufficient 

information or belief to admit or deny the allegations in this paragraph and, therefore, denies the 

same. 

287. The allegations in Count II are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, GDL lacks sufficient information or belief to admit 

or deny the allegations in Paragraph 287 and, therefore, denies the same. 

288. The allegations in Count II are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, Paragraph 288 states mere legal conclusions to 

which no response is required. To the extent any further response is required, GDL lacks sufficient 

information or belief to admit or deny the allegations in this paragraph and, therefore, denies the 

same. 

289. The allegations in Count II are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, GDL lacks sufficient information or belief to admit 

or deny the allegations in Paragraph 289 and, therefore, denies the same. 

290. The allegations in Count II are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, Paragraph 290 states mere legal conclusions to 

which no response is required. To the extent any further response is required, GDL lacks sufficient 

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information or belief to admit or deny the allegations in this paragraph and, therefore, denies the 

same. 

291. The allegations in Count II are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, GDL lacks sufficient information or belief to admit 

or deny the allegations in Paragraph 291 and, therefore, denies the same. 

COUNT III 

Avoidance of Fraudulent Transfers Under 11 U.S.C. §§ 544(b), 550, 

and Applicable State Law 

(Against ULXP And UnitedLex) 

292. GDL incorporates by reference his responses to Paragraphs 1-291 as his response 

to Paragraph 292. 

293. The allegations in Count III are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, Paragraph 293 states mere legal conclusions to 

which no response is required. To the extent any further response is required, GDL lacks sufficient 

information or belief to admit or deny the allegations in this paragraph and, therefore, denies the 

same. 

294. The allegations in Count III are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, GDL lacks sufficient information or belief to admit 

or deny the allegations in Paragraph 294 and, therefore, denies the same. 

295. The allegations in Count III are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, Paragraph 295 states mere legal conclusions to 

which no response is required. To the extent any further response is required, GDL lacks sufficient 

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information or belief to admit or deny the allegations in this paragraph and, therefore, denies the 

same. 

296. The allegations in Count III are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, GDL lacks sufficient information or belief to admit 

or deny the allegations in Paragraph 296 and, therefore, denies the same. 

297. The allegations in Count III are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, Paragraph 297 states mere legal conclusions to 

which no response is required. To the extent any further response is required, GDL lacks sufficient 

information or belief to admit or deny the allegations in this paragraph and, therefore, denies the 

same. 

298. The allegations in Count III are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, GDL lacks sufficient information or belief to admit 

or deny the allegations in Paragraph 298 and, therefore, denies the same. 

299. The allegations in Count III are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, Paragraph 299 states mere legal conclusions to 

which no response is required. To the extent any further response is required, GDL lacks sufficient 

information or belief to admit or deny the allegations in this paragraph and, therefore, denies the 

same. 

300. The allegations in Count III are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, GDL lacks sufficient information or belief to admit 

or deny the allegations in Paragraph 300 and, therefore, denies the same. 

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301. The allegations in Count III are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, Paragraph 301 states mere legal conclusions to 

which no response is required. To the extent any further response is required, GDL lacks sufficient 

information or belief to admit or deny the allegations in this paragraph and, therefore, denies the 

same. 

302. The allegations in Count III are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, GDL lacks sufficient information or belief to admit 

or deny the allegations in Paragraph 302 and, therefore, denies the same. 

303. The allegations in Count III are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, Paragraph 303 states mere legal conclusions to 

which no response is required. To the extent a response is required, GDL lacks sufficient 

information or belief to admit or deny the allegations in this paragraph and, therefore, denies the 

same. 

COUNT IV 

Avoidance of Preferences Under 11 U.S.C. §§ 547(b) and 550 

(Against ULXP and UnitedLex) 

304. GDL incorporates by reference his responses to Paragraphs 1-303 as his response 

to Paragraph 304. 

305. The allegations in Count IV are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, GDL lacks sufficient information or belief to admit 

or deny the allegations in Paragraph 305 and, therefore, denies the same. 

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306. The allegations in Count IV are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, GDL lacks sufficient information or belief to admit 

or deny the allegations in Paragraph 306 and, therefore, denies the same. 

307. The allegations in Count IV are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, Paragraph 307 states mere legal conclusions to 

which no response is required. To the extent Any further response is required, GDL lacks sufficient 

information or belief to admit or deny the allegations in this paragraph and, therefore, denies the 

same. 

308. The allegations in Count IV are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, Paragraph 308 states mere legal conclusions to 

which no response is required. To the extent any further response is required, GDL lacks sufficient 

information or belief to admit or deny the allegations in this paragraph and, therefore, denies the 

same. 

309. The allegations in Count IV are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, Paragraph 309 states mere legal conclusions to 

which no response is required. To the extent any further response is required, GDL lacks sufficient 

information or belief to admit or deny the allegations in this paragraph and, therefore, denies the 

same. 

310. The allegations in Count IV are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, GDL lacks sufficient information or belief to admit 

or deny the allegations in Paragraph 310 and, therefore, denies the same. 

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311. The allegations in Count IV are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, GDL lacks sufficient information or belief to admit 

or deny the allegations in Paragraph 311 and, therefore, denies the same. 

312. The allegations in Count IV are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, Paragraph 312 states mere legal conclusions to 

which no response is required. To the extent any further response is required, GDL lacks sufficient 

information or belief to admit or deny the allegations in this paragraph and, therefore, denies the 

same. 

313. The allegations in Count IV are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, GDL lacks sufficient information or belief to admit 

or deny the allegations in Paragraph 313 and, therefore, denies the same. 

314. The allegations in Count IV are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, GDL lacks sufficient information or belief to admit 

or deny the allegations in Paragraph 314 and, therefore, denies the same. 

315. The allegations in Count IV are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, Paragraph 315 states mere legal conclusions to 

which no response is required. To the extent any further response is required, GDL lacks sufficient 

information or belief to admit or deny the allegations in this paragraph and, therefore, denies the 

same. 

316. The allegations in Count IV are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, GDL lacks sufficient information or belief to admit 

or deny the allegations in Paragraph 316 and, therefore, denies the same. 

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COUNT V 

Avoidance of Lien and Recovery of Avoided Transactions 

Under 11 U.S.C. §§ 544, 548, 550, and 551 

(Against ULXP)

317. GDL incorporates by reference his responses to Paragraphs 1-316 as his response 

to Paragraph 317. 

318. The allegations in Count V are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, GDL lacks sufficient information or belief to admit 

or deny the allegations in Paragraph 318 and, therefore, denies the same. 

319. The allegations in Count V are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, GDL lacks sufficient information or belief to admit 

or deny the allegations in Paragraph 319 and, therefore, denies the same. 

320. The allegations in Count V are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, GDL lacks sufficient information or belief to admit 

or deny the allegations in Paragraph 320 and, therefore, denies the same. 

321. The allegations in Count V are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, GDL lacks sufficient information or belief to admit 

or deny the allegations in Paragraph 321 and, therefore, denies the same. 

322. The allegations in Count V are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, GDL lacks sufficient information or belief to admit 

or deny the allegations in Paragraph 322 and, therefore, denies the same. 

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323. The allegations in Count V are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, GDL lacks sufficient information or belief to admit 

or deny the allegations in Paragraph 323 and, therefore, denies the same. 

COUNT VI 

Avoidance of Lien and Recovery of Avoided Transactions 

Under 11 U.S.C. §§ 547, 550, and 551 

(Against ULXP) 

324. GDL incorporates by reference his responses to Paragraphs 1-323 as his response 

to Paragraph 324. 

325. The allegations in Count VI are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, GDL lacks sufficient information or belief to admit 

or deny the allegations in Paragraph 325 and, therefore, denies the same. 

326. The allegations in Count VI are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, GDL lacks sufficient information or belief to admit 

or deny the allegations in Paragraph 326 and, therefore, denies the same. 

327. The allegations in Count VI are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, GDL lacks sufficient information or belief to admit 

or deny the allegations in Paragraph 327 and, therefore, denies the same. 

328. The allegations in Count VI are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, GDL lacks sufficient information or belief to admit 

or deny the allegations in Paragraph 328 and, therefore, denies the same. 

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329. The allegations in Count VI are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, GDL lacks sufficient information or belief to admit 

or deny the allegations in Paragraph 329 and, therefore, denies the same. 

330. The allegations in Count VI are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, Paragraph 330 states mere legal conclusions to 

which no response is required. To the extent any further response is required, GDL lacks sufficient 

information or belief to admit or deny the allegations in this paragraph and, therefore, denies the 

same. 

COUNT VII 

Avoidance of Fraudulent Transfer Under §§ 544(b) and 550 and Applicable State Law 

(Against ULXP)

331. GDL incorporates by reference his responses to Paragraphs 1-330 as his response 

to Paragraph 331. 

332. The allegations in Count VII are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, Paragraph 332 states mere legal conclusions to 

which no response is required. To the extent any further response is required, GDL lacks sufficient 

information or belief to admit or deny the allegations in this paragraph and, therefore, denies the 

same. 

333. The allegations in Count VII are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, GDL lacks sufficient information or belief to admit 

or deny the allegations in Paragraph 333 and, therefore, denies the same. 

334. The allegations in Count VII are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, Paragraph 334 states mere legal conclusions to 

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which no response is required. To the extent any further response is required, GDL lacks sufficient 

information or belief to admit or deny the allegations in this paragraph and, therefore, denies the 

same. 

335. The allegations in Count VII are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, GDL lacks sufficient information or belief to admit 

or deny the allegations in Paragraph 335 and, therefore, denies the same. 

336. The allegations in Count VII are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, GDL lacks sufficient information or belief to admit 

or deny the allegations in Paragraph 336 and, therefore, denies the same. 

337. The allegations in Count VII are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, Paragraph 337 states mere legal conclusions to 

which no response is required. To the extent any further response is required, GDL lacks sufficient 

information or belief to admit or deny the allegations in this paragraph and, therefore, denies the 

same. 

338. The allegations in Count VII are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, Paragraph 338 states mere legal conclusions to 

which no response is required. To the extent any further response is required, GDL lacks sufficient 

information or belief to admit or deny the allegations in this paragraph and, therefore, denies the 

same. 

 

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COUNT VIII 

Disallowance of Claims under 11 U.S.C. § 502(d) 

(Against ULXP and UnitedLex)

339. GDL incorporates by reference his responses to Paragraphs 1-338 as his response 

to Paragraph 339. 

340. The allegations in Count VIII are not directed at GDL and, therefore, no response 

is required. To the extent a response is required, Paragraph 340 states mere legal conclusions to 

which no response is required. To the extent any further response is required, GDL lacks sufficient 

information or belief to admit or deny the allegations in this paragraph and, therefore, denies the 

same. 

341. The allegations in Count VIII are not directed at GDL and, therefore, no response 

is required. To the extent a response is required, GDL lacks sufficient information or belief to 

admit or deny the allegations in Paragraph 341 and, therefore, denies the same. 

342. The allegations in Count VIII are not directed at GDL and, therefore, no response 

is required. To the extent a response is required, Paragraph 342 states mere legal conclusions to 

which no response is required. To the extent any further response is required, GDL lacks sufficient 

information or belief to admit or deny the allegations in this paragraph and, therefore, denies the 

same. 

343. The allegations in Count VIII are not directed at GDL and, therefore, no response 

is required. To the extent a response is required, GDL lacks sufficient information or belief to 

admit or deny the allegations in Paragraph 343 and, therefore, denies the same. 

344. The allegations in Count VIII are not directed at GDL and, therefore, no response 

is required. To the extent a response is required, Paragraph 344 states mere legal conclusions to 

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which no response is required. To the extent any further response is required, GDL lacks sufficient 

information or belief to admit or deny the allegations in this paragraph and, therefore, denies the 

same. 

COUNT IX 

Re-Characterization of Debt as Equity 

(Against ULXP)

345. GDL incorporates by reference his responses to Paragraphs 1-344 as his response 

to Paragraph 345. 

346. The allegations in Count IX are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, upon information and belief, admitted. 

347. The allegations in Count IX are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, GDL lacks sufficient information or belief to admit 

or deny the allegations in Paragraph 347 and, therefore, denies the same. 

348. The allegations in Count IX are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, Paragraph 348 purports to interpret, paraphrase, 

and/or quote from one or more documents which speak for themselves, and GDL denies all 

allegations to the contrary. To the extent not expressly admitted, GDL lacks sufficient information 

or belief to admit or deny the allegations in this paragraph and, therefore, denies the same. 

349. The allegations in Count IX are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, GDL lacks sufficient information or belief to admit 

or deny the allegations in Paragraph 349 and, therefore, denies the same. 

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350. The allegations in Count IX are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, GDL lacks sufficient information or belief to admit 

or deny the allegations in Paragraph 350 and, therefore, denies the same. 

351. The allegations in Count IX are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, Paragraph 351 purports to interpret, paraphrase, 

and/or quote from one or more documents which speak for themselves, and GDL denies all 

allegations to the contrary. To the extent any further response is required, GDL lacks sufficient 

information or belief to admit or deny the allegations in this paragraph and, therefore, denies the 

same. 

352. The allegations in Count IX are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, GDL lacks sufficient information or belief to admit 

or deny the allegations in Paragraph 352 and, therefore, denies the same. 

353. The allegations in Count IX are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, Paragraph 353 states mere legal conclusions to 

which no response is required. To the extent any further response is required, GDL lacks sufficient 

information or belief to admit or deny the allegations in this paragraph and, therefore, denies the 

same. 

COUNT X 

Avoidance of Fraudulent Transfers Under 11 U.S.C. §§ 548(a)(1)(A) and 550 

(Against Mr. LeClair)

354. GDL incorporates by reference his responses to Paragraphs 1-353 as his response 

to Paragraph 354. 

355. Denied. 

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356. Denied. 

357. Denied. 

358. Paragraph 358 states mere legal conclusions to which no response is required. To 

the extent a response is required, GDL denies any and all remaining allegations in this paragraph. 

359. Paragraph 359 states mere legal conclusion to which no response is required. To 

the extent a response is required, GDL admits only that certain dates listed on Exhibit 1 to the First 

Amended Complaint (ECF No. 86) occurred between September 3, 2017 through September 3, 

2019. To the extent not expressly admitted, GDL denies any and all remaining allegations in this 

paragraph. 

360. Denied. 

361. Denied. 

COUNT XI 

Avoidance of Fraudulent Transfers Under 11 U.S.C. §§ 548(a)(1)(B) and 550 

(Against Mr. LeClair)

362. GDL incorporates by reference his responses to Paragraphs 1-361 as his response 

to Paragraph 362. 

363. Denied. 

364. Denied. 

365. Denied. 

366. Denied. 

367. Paragraph 367 states mere legal conclusions to which no response is required. To 

the extent a response is required, GDL denies any and all remaining allegations in this paragraph. 

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368. Paragraph 368 states mere legal conclusions to which no response is required. To 

the extent a response is required, GDL denies any and all remaining allegations in this paragraph. 

369. Denied. 

370. Paragraph 370 states mere legal conclusions to which no response is required. To 

the extent a response is required, GDL admits only that certain dates listed on Exhibit 1 to the First 

Amended Complaint (ECF No. 86) occurred between September 3, 2017 through September 3, 

2019. To the extent not expressly admitted, GDL denies any and all remaining allegations in this 

paragraph. 

371. Denied. 

372. Denied. 

COUNT XII 

Avoidance and Recovery of the LeClair Transfers as Actual Fraudulent Transfers Under 

11 U.S.C. §§ 544(b), 550, and Va. Code § 55.1-400 

(Against Mr. LeClair)

373. GDL incorporates by reference his responses to Paragraphs 1-372 as his response 

to Paragraph 373. 

374. Paragraph 374 states a legal conclusion to which no response is required. 

375. Denied. 

376. Paragraph 376 states mere legal conclusions to which no response is required. To 

the extent a response is required, GDL denies any and all remaining allegations in this paragraph. 

377. Denied. 

378. Paragraph 378 states mere legal conclusions to which no response is required. To 

the extent a response is required, GDL denies any and all remaining allegations in this paragraph. 

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379. Denied. 

380. Paragraph 380 states mere legal conclusions to which no response is required. To 

the extent a response is required, GDL admits only that certain dates listed on Exhibit 3 to the First 

Amended Complaint (ECF No. 86) occurred between September 3, 2014 through September 3, 

2019. To the extent not expressly admitted, GDL denies any and all remaining allegations in this 

paragraph. 

381. Denied. 

382. Denied. 

COUNT XIII 

Avoidance of LeClair Preferential Transfers Under 11 U.S.C. § 547(b) 

(Against Mr. LeClair)

383. GDL incorporates by reference his responses to Paragraphs 1-382 as his response 

to Paragraph 383. 

384. GDL admits only that certain dates listed on Exhibit 2 to the First Amended 

Complaint (ECF No. 86) occurred between September 3, 2018 through September 3, 2019. To the 

extent not expressly admitted, GDL denies any and all remaining allegations in this paragraph. 

385. Denied. 

386. Paragraph 386 states mere legal conclusions to which no response is required. To 

the extent a response is required, GDL denies any and all remaining allegations in this paragraph. 

387. Paragraph 387 states mere legal conclusions to which no response is required. To 

the extent a response is required, GDL denies any and all remaining allegations in this paragraph. 

388. Paragraph 388 states mere legal conclusions to which no response is required. To 

the extent a response is required, GDL denies any and all remaining allegations in this paragraph. 

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389. Denied. 

390. Paragraph 390 states mere legal conclusions to which no response is required. To 

the extent a response is required, GDL denies any and all remaining allegations in this paragraph. 

391. Denied. 

392. Paragraph 392 states mere legal conclusions to which no response is required. To 

the extent a response is required, GDL denies any and all remaining allegations in this paragraph. 

393. Denied. 

394. Denied. 

COUNT XIV 

Avoidance of Releases and Exculpation Rights Under 11 U.S.C. §§ 548 and 550 

(Against Mr. LeClair)

395. GDL incorporates by reference his responses to Paragraphs 1-394 as his response 

to Paragraph 395. 

396. To the extent Paragraph 396 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent a response is required, GDL admits that the Fifth Amendment to 

December 31, 2007 GDL-SLC contained mutual release provisions—GDL released LCR, and 

LCR released GDL—as well as mutual monetary consideration—LCR paid GDL’s attorneys’ fees 

and GDL agreed to reduce his compensation. To the extent not expressly admitted, GDL denies 

any and all remaining allegations in this paragraph. 

397. Denied. 

398. Paragraph 398 states mere legal conclusions to which no response is required. To 

the extent a response is required, GDL admits that the Fifth Amendment to December 31, 2007 

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GDL-SLC was a transfer of an interest in LCR’s property. To the extent not expressly admitted, 

GDL denies any and all remaining allegations in this paragraph.

399. Denied. 

400. Denied. 

401. Denied. 

402. Paragraph 402 states mere legal conclusions to which no response is required. To 

the extent a response is required, GDL denies any and all remaining allegations in this paragraph. 

403. Paragraph 403 states mere legal conclusions to which no response is required. To 

the extent a response is required, GDL denies any and all remaining allegations in this paragraph. 

404. Paragraph 404 states mere legal conclusions to which no response is required. To 

the extent a response is required, GDL admits the Fifth Amendment to December 31, 2007 GDLSLC was dated December 27, 2016, that he signed said document on December 28, 2016, and that 

such dates do not occur between September 3, 2017 through September 3, 2019. To the extent not 

expressly admitted, GDL denies any and all remaining allegations in this paragraph. 

405. Paragraph 405 states mere legal conclusions to which no response is required. To 

the extent a response is required, GDL denies any and all remaining allegations in this paragraph. 

406. Denied. 

407. Paragraph 407 states mere legal conclusions to which no response is required. To 

the extent a response is required, GDL denies any and all remaining allegations in this paragraph. 

 

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COUNT XV 

Avoidance of Releases and Exculpation Rights Under 11 U.S.C. §§ 544 and 550 

and Applicable State Law 

(Against Mr. LeClair)

408. GDL incorporates by reference his responses to Paragraphs 1-407 as his response 

to Paragraph 408. 

409. Paragraph 409 states mere legal conclusions to which no response is required. 

410. Admitted. 

411. Paragraph 411 states mere legal conclusions to which no response is required. To 

the extent a response is required, GDL denies any and all remaining allegations in this paragraph. 

412. Denied. 

413. Admitted. 

414. Denied. 

415. Denied. 

416. Denied. 

417. Paragraph 417 states mere legal conclusions to which no response is required. To 

the extent a response is required, GDL denies any and all remaining allegations in this paragraph. 

418. Paragraph 418 states mere legal conclusions to which no response is required. To 

the extent a response is required, GDL denies any and all remaining allegations in this paragraph. 

419. To the extent Paragraph 419 purports to interpret, paraphrase, and/or quote from 

one or more documents, such documents speak for themselves, and GDL denies all allegations to 

the contrary. To the extent a response is required, GDL admits that the Fifth Amendment to 

December 31, 2007 GDL-SLC contained mutual release provisions—GDL released LCR, and 

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LCR released GDL—as well as mutual monetary consideration—LCR paid GDL’s attorneys’ fees 

and GDL agreed to reduce his compensation. To the extent not expressly admitted, GDL denies 

any and all remaining allegations in this paragraph. 

420. Paragraph 420 states a legal conclusion to which no response is required. To the 

extent a response is required, GDL admits the Fifth Amendment to December 31, 2007 GDL-SLC 

was dated December 27, 2016, that he signed said document on December 28, 2016, and that such 

dates do not occur between September 3, 2014 through September 3, 2019. To the extent not 

expressly admitted, GDL denies any and all remaining allegations in this paragraph. 

421. Denied. 

422. Paragraph 422 states mere legal conclusions to which no response is required. To 

the extent a response is required, GDL denies any and all remaining allegations in this paragraph. 

COUNT XVI 

Avoidance and Recovery of Distributions of Contingent Income Made in Violation of Board 

Resolutions and Compensation Policies as Actual Fraudulent Transfers Pursuant to 11 

U.S.C. §§ 544, 550, and Va. Code § 55.1-400 

(Against Mr. LeClair) 

423. GDL incorporates by reference his responses to Paragraphs 1-422 as his response 

to Paragraph 423. 

424. GDL admits only that LCR voted to award him certain year-end compensation in 

2014, 2015, and 2016, but expressly denies such compensation was wrongfully paid. To the extent 

not expressly admitted, GDL denies any and all remaining allegations in Paragraph 424. 

425. Denied. 

426. Denied. 

427. Denied. 

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428. Paragraph 428 states mere legal conclusions to which no response is required. To 

the extent a response is required, GDL denies any and all remaining allegations in this paragraph. 

429. Admitted. 

430. Paragraph 430 states mere legal conclusions to which no response is required. To 

the extent a response is required, GDL denies any and all remaining allegations in this paragraph. 

COUNT XVII 

Conversion for Contingent Income Payments 

(Against Mr. LeClair)

431. GDL incorporates by reference his responses to Paragraphs 1-430 as his response 

to Paragraph 431. 

432. Denied. 

433. Denied. 

434. Denied. 

435. Denied. 

COUNT XVIII 

Unjust Enrichment for Contingent Income Payments 

(Against Mr. LeClair)

436. GDL incorporates by reference his responses to Paragraphs 1-435 as his response 

to Paragraph 436. 

437. Denied. 

438. Denied. 

439. Denied. 

440. Denied. 

441. Denied. 

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442. Denied. 

COUNT XIX 

Disallowance of Claims under 11 U.S.C. § 502(d) 

(Against Mr. LeClair) 

443. GDL incorporates by reference his responses to Paragraphs 1-442 as his response 

to Paragraph 443. 

444. Paragraph 444 states mere legal conclusions to which no response is required. To 

the extent a response is required, GDL admits only that he received some of the LeClair Transfers, 

as such term is defined in the First Amended Complaint (ECF No. 86). To the extent not expressly 

admitted, GDL denies any and all remaining allegations in this paragraph. 

445. GDL admits only that the Trustee made a single demand to him on July 9, 2021, 

and that he has acted in accordance with the Court’s FAO Procedures Order in response to such 

demand. To the extent not expressly admitted, GDL denies any and all remaining allegations in 

Paragraph 445. 

446. Paragraph 446 states mere legal conclusions to which no response is required. To 

the extent a response is required, GDL denies the allegations in this paragraph. 

447. Paragraph 447 states mere legal conclusions to which no response is required. To 

the extent a response is required, GDL admits only that he has acted in accordance with the Court’s 

FAO Procedures Order in response to the Trustee’s July 9, 2021 demand. To the extent not 

expressly admitted, GDL denies any and all remaining allegations in this paragraph. 

448. Denied. 

 

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COUNT XX 

Avoidance of Transfers Made In Connection with the Contribution Agreement 

Under 11 U.S.C. §§ 548(A)(1)(A) and 550 

(Against the ULX Entities)

449. GDL incorporates by reference his responses to Paragraphs 1-448 as his response 

to Paragraph 449. 

450. The allegations in Count XX are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, Paragraph 450 purports to interpret, paraphrase, 

and/or quote from one or more documents which speak for themselves, and GDL denies all 

allegations to the contrary. To the extent any further response is required, GDL admits only that 

UnitedLex, directly or indirectly, had a majority interest in ULXP. To the extent not expressly 

admitted, GDL denies any and all remaining allegations in this paragraph. 

451. The allegations in Count XX are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, GDL denies any and all remaining allegations in 

this paragraph. 

452. The allegations in Count XX are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, Paragraph 452 states mere legal conclusions to 

which no response is required. To the extent any further response is required, GDL lacks sufficient 

information or belief to admit or deny the allegations in this paragraph and, therefore, denies the 

same. 

453. The allegations in Count XX are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, Paragraph 453 states mere legal conclusions to 

which no response is required. To the extent any further response is required, GDL lacks sufficient 

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information or belief to admit or deny the allegations in this paragraph and, therefore, denies the 

same. 

454. The allegations in Count XX are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, Paragraph 454 states mere legal conclusions to 

which no response is required. To the extent any further response is required, GDL admits only 

that the Contribution Agreement was executed on April 4, 2018, and that such date occurs between 

September 3, 2017 through September 3, 2019. To the extent not expressly admitted, GDL denies 

any and all remaining allegations in this paragraph. 

455. The allegations in Count XX are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, GDL lacks sufficient information or belief to admit 

or deny the allegations in Paragraph 455 and, therefore, denies the same. 

456. The allegations in Count XX are not directed at GDL and, therefore, no response is 

required. To the extent a response is required, GDL lacks sufficient information or belief to admit 

or deny the allegations in Paragraph 456 and, therefore, denies the same. 

COUNT XXI 

Avoidance of Fraudulent Transfers Under 11 U.S.C. §§ 548(A)(1)(B) and 550 

(Against the ULX Entities) 

457. GDL incorporates by reference his responses to Paragraphs 1-456 as his response 

to Paragraph 457. 

458. The allegations in Count XXI are not directed at GDL and, therefore, no response 

is required. To the extent a response is required, Paragraph 458 purports to interpret, paraphrase, 

and/or quote from one or more documents which speak for themselves, and GDL denies all 

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allegations to the contrary. To the extent not expressly admitted, GDL denies any and all remaining 

allegations in this paragraph. 

459. The allegations in Count XXI are not directed at GDL and, therefore, no response 

is required. To the extent a response is required, Paragraph 459 states mere legal conclusions to 

which no response is required. To the extent any further response is required, GDL denies any and 

all remaining allegations in this paragraph. 

460. The allegations in Count XXI are not directed at GDL and, therefore, no response 

is required. To the extent a response is required, GDL denies any and all remaining allegations in 

Paragraph 460. 

461. The allegations in Count XXI are not directed at GDL and, therefore, no response 

is required. To the extent a response is required, GDL denies any and all remaining allegations in 

Paragraph 461. 

462. The allegations in Count XXI are not directed at GDL and, therefore, no response 

is required. To the extent a response is required, GDL denies any and all remaining allegations in 

Paragraph 462. 

463. The allegations in Count XXI are not directed at GDL and, therefore, no response 

is required. To the extent a response is required, Paragraph 463 states mere legal conclusions to 

which no response is required. To the extent any further response is required, GDL denies any and 

all remaining allegations in this paragraph. 

464. The allegations in Count XXI are not directed at GDL and, therefore, no response 

is required. To the extent a response is required, Paragraph 454 states mere legal conclusions to 

which no response is required. To the extent any further response is required, GDL admits only 

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that the Contribution Agreement was executed on April 4, 2018, and that such date occurs between 

September 3, 2017 through September 3, 2019. To the extent not expressly admitted, GDL denies 

any and all remaining allegations in this paragraph. 

465. The allegations in Count XXI are not directed at GDL and, therefore, no response 

is required. To the extent a response is required, GDL denies any and all remaining allegations in 

Paragraph 465. 

466. The allegations in Count XXI are not directed at GDL and, therefore, no response 

is required. To the extent a response is required, GDL denies any and all remaining allegations in 

Paragraph 466. 

COUNT XXII 

Avoidance of Fraudulent Transfers Under 11 U.S.C. § 544(b) and Applicable State Law 

(Against the ULX Entities) 

467. GDL incorporates by reference his responses to Paragraphs 1-466 as his response 

to Paragraph 467. 

468. The allegations in Count XXII are not directed at GDL and, therefore, no response 

is required. To the extent a response is required, Paragraph 468 states mere legal conclusions to 

which no response is required. 

469. The allegations in Count XXII are not directed at GDL and, therefore, no response 

is required. To the extent a response is required, Paragraph 469 purports to interpret, paraphrase, 

and/or quote from one or more documents which speak for themselves, and GDL denies all 

allegations to the contrary. To the extent not expressly admitted, GDL denies any and all remaining 

allegations in this paragraph. 

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470. The allegations in Count XXII are not directed at GDL and, therefore, no response 

is required. To the extent a response is required, Paragraph 470 states mere legal conclusions to 

which no response is required. To the extent any further response is required, GDL denies any and 

all remaining allegations in this paragraph. 

471. The allegations in Count XXII are not directed at GDL and, therefore, no response 

is required. To the extent a response is required, GDL denies any and all remaining allegations in 

Paragraph 471. 

472. The allegations in Count XXII are not directed at GDL and, therefore, no response 

is required. To the extent a response is required, GDL denies any and all remaining allegations in 

this paragraph. 

473. The allegations in Count XXII are not directed at GDL and, therefore, no response 

is required. To the extent a response is required, Paragraph 473 states mere legal conclusions to 

which no response is required. To the extent any further response is required, GDL denies any and 

all remaining allegations in this paragraph. 

474. The allegations in Count XXII are not directed at GDL and, therefore, no response 

is required. To the extent a response is required, Paragraph 470 states mere legal conclusions to 

which no response is required. To the extent any further response is required, GDL admits only 

that the Contribution Agreement was executed on April 4, 2018, and that such date occurs between 

September 3, 2014 through September 3, 2019. To the extent not expressly admitted, GDL denies 

any and all remaining allegations in this paragraph. 

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475. The allegations in Count XXII are not directed at GDL and, therefore, no response 

is required. To the extent a response is required, GDL denies any and all remaining allegations in 

Paragraph 475. 

476. The allegations in Count XXII are not directed at GDL and, therefore, no response 

is required. To the extent a response is required, GDL denies any and all remaining allegations in 

Paragraph 476. 

COUNT XXIII 

Misappropriation of Trade Secrets Under The Virginia Uniform Trade Secrets Act, 

Va. Code §§ 59.1-336 et seq. 

(Against the ULX Entities and Mr. LeClair) 

477. GDL incorporates by reference his responses to Paragraphs 1-476 as his response 

to Paragraph 477. 

478. GDL admits only that the ULXP had access to certain of the Debtor’s property 

pursuant to the “Contribution Agreement” dated April 4, 2018, and that ULXP was permitted 

access to certain information, at minimum, pursuant to Section 10.01(a) of the “Amended and 

Restated Limited Liability Company Agreement” dated April 4, 2018 and Paragraph 7 of the 

“Master Services Agreement” dated April 2, 2018. To the extent not expressly admitted, GDL 

denies any and all remaining allegations in Paragraph 478. 

479. Denied. 

480. Denied. 

481. Denied. 

482. Denied. 

483. Denied. 

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COUNT XXIV 

Breach of Fiduciary Duty 

(Against the ULX Entities) 

484. GDL incorporates by reference his responses to Paragraphs 1-483 as his response 

to Paragraph 484. 

485. The allegations in Count XXIV are not directed at GDL and, therefore, no response 

is required. To the extent a response is required, GDL lacks sufficient information or belief to 

admit or deny the allegations in Paragraph 485 and, therefore, denies the same. 

486. The allegations in Count XXIV are not directed at GDL and, therefore, no response 

is required. To the extent a response is required, GDL lacks sufficient information or belief to 

admit or deny the allegations in Paragraph 486 and, therefore, denies the same. 

487. The allegations in Count XXIV are not directed at GDL and, therefore, no response 

is required. To the extent a response is required, GDL lacks sufficient information or belief to 

admit or deny the allegations in Paragraph 487 and, therefore, denies the same. 

488. The allegations in Count XXIV are not directed at GDL and, therefore, no response 

is required. To the extent a response is required, GDL lacks sufficient information or belief to 

admit or deny the allegations in Paragraph 488 and, therefore, denies the same. 

COUNT XXV 

Accounting 

(Against the ULX Entities) 

489. GDL incorporates by reference his responses to Paragraphs 1-488 as his response 

to Paragraph 489. 

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490. The allegations in Count XXV are not directed at GDL and, therefore, no response 

is required. To the extent a response is required, GDL lacks sufficient information or belief to 

admit or deny the allegations in Paragraph 490 and, therefore, denies the same. 

491. The allegations in Count XXV are not directed at GDL and, therefore, no response 

is required. To the extent a response is required, GDL lacks sufficient information or belief to 

admit or deny the allegations in Paragraph 491 and, therefore, denies the same. 

492. The allegations in Count XXV are not directed at GDL and, therefore, no response 

is required. To the extent a response is required, GDL lacks sufficient information or belief to 

admit or deny the allegations in Paragraph 492 and, therefore, denies the same. 

COUNT XXVI 

Breach Of Fiduciary Duty 

(Against Mr. LeClair) 

493. GDL incorporates by reference his responses to Paragraphs 1-492 as his response 

to Paragraph 493. 

494. Paragraph 494 states mere legal conclusions to which no response is required. To 

the extent any further response is required, GDL admits only that the Chair of the Debtor owed it 

a fiduciary duty. To the extent not expressly admitted, GDL denies any and all remaining 

allegations in this paragraph. 

495. Denied. 

496. Denied. 

497. Denied. 

 

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COUNT XXVII 

Statutory Conspiracy, Va. Code § 18.2-499, et seq.

(Against the ULX Entities) 

498. GDL incorporates by reference his responses to Paragraphs 1-497 as his response 

to Paragraph 498. 

499. The allegations in Count XXVII are not directed at GDL and, therefore, no response 

is required. To the extent a response is required, GDL states that he co-founded LCR in 1988, that 

he served as Chair/CEO until June 30, 2011 (with a gap of approximately 18 months in or about 

2003), that he served as Chair until December 31, 2015, that he served on the Board until January 

31, 2016, and, therefore, GDL was not an officer or director of LCR during the time periods 

relevant to this Count. Accordingly, GDL lacks sufficient information or belief to admit or deny 

the allegations in Paragraph 499 and, therefore, denies the same. 

500. The allegations in Count XXVII are not directed at GDL and, therefore, no response 

is required. To the extent a response is required, Paragraph 500 states mere legal conclusions to 

which no response is required. To the extent any further response is required, GDL states that he 

co-founded LCR in 1988, that he served as Chair/CEO until June 30, 2011 (with a gap of 

approximately 18 months in or about 2003), that he served as Chair until December 31, 2015, that 

he served on the Board until January 31, 2016, and, therefore, GDL was not an officer or director 

of LCR during the time periods relevant to this Count. Accordingly, GDL lacks sufficient 

information or belief to admit or deny the allegations in Paragraph 500 and, therefore, denies the 

same. 

501. The allegations in Count XXVII are not directed at GDL and, therefore, no response 

is required. To the extent a response is required, Paragraph 501 states mere legal conclusions to 

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which no response is required. To the extent any further response is required, GDL states that he 

co-founded LCR in 1988, that he served as Chair/CEO until June 30, 2011 (with a gap of 

approximately 18 months in or about 2003), that he served as Chair until December 31, 2015, that 

he served on the Board until January 31, 2016, and, therefore, GDL was not an officer or director 

of LCR during the time periods relevant to this Count. Accordingly, GDL lacks sufficient 

information or belief to admit or deny the allegations in Paragraph 501 and, therefore, denies the 

same. 

502. The allegations in Count XXVII are not directed at GDL and, therefore, no response 

is required. To the extent a response is required, GDL states that he co-founded LCR in 1988, that 

he served as Chair/CEO until June 30, 2011 (with a gap of approximately 18 months in or about 

2003), that he served as Chair until December 31, 2015, that he served on the Board until January 

31, 2016, and, therefore, GDL was not an officer or director of LCR during the time periods 

relevant to this Count. Accordingly, GDL lacks sufficient information or belief to admit or deny 

the allegations in Paragraph 502 and, therefore, denies the same. 

503. The allegations in Count XXVII are not directed at GDL and, therefore, no response 

is required. To the extent a response is required, GDL states that he co-founded LCR in 1988, that 

he served as Chair/CEO until June 30, 2011 (with a gap of approximately 18 months in or about 

2003), that he served as Chair until December 31, 2015, that he served on the Board until January 

31, 2016, and, therefore, GDL was not an officer or director of LCR during the time periods 

relevant to this Count. Accordingly, GDL lacks sufficient information or belief to admit or deny 

the allegations in Paragraph 503 and, therefore, denies the same. 

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504. The allegations in Count XXVII are not directed at GDL and, therefore, no response 

is required. To the extent a response is required, GDL states that he co-founded LCR in 1988, that 

he served as Chair/CEO until June 30, 2011 (with a gap of approximately 18 months in or about 

2003), that he served as Chair until December 31, 2015, that he served on the Board until January 

31, 2016, and, therefore, GDL was not an officer or director of LCR during the time periods 

relevant to this Count. Accordingly, GDL lacks sufficient information or belief to admit or deny 

the allegations in Paragraph 504 and, therefore, denies the same. 

505. The allegations in Count XXVII are not directed at GDL and, therefore, no response 

is required. To the extent a response is required, Paragraph 505 states mere legal conclusions to 

which no response is required. To the extent any further response is required, GDL denies any and 

all remaining allegations in this paragraph. 

506. The allegations in Count XXVII are not directed at GDL and, therefore, no response 

is required. To the extent a response is required, GDL lacks sufficient information or belief to 

admit or deny the allegations in Paragraph 506 and, therefore, denies the same. 

507. The allegations in Count XXVII are not directed at GDL and, therefore, no response 

is required. To the extent a response is required, Paragraph 470 states mere legal conclusions to 

which no response is required. To the extent any further response is required, GDL lacks sufficient 

information or belief to admit or deny the allegations in Paragraph 507 and, therefore, denies the 

same. 

508. The allegations in Count XXVII are not directed at GDL and, therefore, no response 

is required. To the extent a response is required, Paragraph 470 states mere legal conclusions to 

which no response is required. To the extent any further response is required, GDL lacks sufficient 

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information or belief to admit or deny the allegations in Paragraph 508 and, therefore, denies the 

same. 

COUNT XXVIII 

Common Law Conspiracy 

(Against the ULX Entities) 

509. GDL incorporates by reference his responses to Paragraphs 1-508 as his response 

to Paragraph 509. 

510. The allegations in Count XXVIII are not directed at GDL and, therefore, no 

response is required. To the extent a response is required, GDL states that he co-founded LCR in 

1988, that he served as Chair/CEO until June 30, 2011 (with a gap of approximately 18 months in 

or about 2003), that he served as Chair until December 31, 2015, that he served on the Board until 

January 31, 2016, and, therefore, GDL was not an officer or director of LCR during the time 

periods relevant to this Count. Accordingly, GDL lacks sufficient information or belief to admit 

or deny the allegations in Paragraph 510 and, therefore, denies the same. 

511. The allegations in Count XXVIII are not directed at GDL and, therefore, no 

response is required. To the extent a response is required, GDL states that he co-founded LCR in 

1988, that he served as Chair/CEO until June 30, 2011 (with a gap of approximately 18 months in 

or about 2003), that he served as Chair until December 31, 2015, that he served on the Board until 

January 31, 2016, and, therefore, GDL was not an officer or director of LCR during the time 

periods relevant to this Count. Accordingly, GDL lacks sufficient information or belief to admit 

or deny the allegations in Paragraph 511 and, therefore, denies the same. 

512. The allegations in Count XXVIII are not directed at GDL and, therefore, no 

response is required. To the extent a response is required, Paragraph 512 states mere legal 

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conclusions to which no response is required. To the extent any further response is required, GDL 

denies any and all remaining allegations in this paragraph. 

513. The allegations in Count XXVIII are not directed at GDL and, therefore, no 

response is required. To the extent a response is required, GDL denies any and all remaining 

allegations in Paragraph 513. 

514. The allegations in Count XXVIII are not directed at GDL and, therefore, no 

response is required. To the extent a response is required, GDL denies any and all remaining 

allegations in Paragraph 514. 

COUNT XXIX 

Statutory Conspiracy, Va. Code § 18.2-499, et seq.

(Against the ULX Entities and Mr. LeClair) 

515. Denied. 

516. Paragraph 516 states mere legal conclusions to which no response is required. To 

the extent a response is required, GDL denies any and all remaining allegations in this paragraph. 

517. Paragraph 517 states mere legal conclusions to which no response is required. To 

the extent a response is required, GDL denies any and all remaining allegations in this paragraph. 

518. Paragraph 518 states mere legal conclusions to which no response is required. To 

the extent a response is required, GDL denies any and all remaining allegations in this paragraph. 

519. Denied. 

520. Denied. 

521. Denied. 

522. Denied. 

523. Denied. 

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524. Paragraph 524 states mere legal conclusions to which no response is required. To 

the extent a response is required, GDL denies any and all remaining allegations in this paragraph. 

525. Denied. 

526. Denied. 

COUNT XXX 

Common Law Conspiracy 

(Against the ULX Entities and Mr. LeClair) 

527. GDL incorporates by reference his responses to Paragraphs 1-526 as his response 

to Paragraph 527. 

528. Paragraph 528 states mere legal conclusions to which no response is required. To 

the extent a response is required, GDL denies any and all remaining allegations in this paragraph. 

529. Paragraph 529 states mere legal conclusions to which no response is required. To 

the extent a response is required, GDL denies any and all remaining allegations in this paragraph. 

530. Paragraph 530 states mere legal conclusions to which no response is required. To 

the extent a response is required, GDL denies any and all remaining allegations in this paragraph. 

531. Denied. 

532. Denied. 

COUNT XXXI 

Equitable Subordination Under 11 USC § 510(c) 

(Against All Defendants) 

533. GDL incorporates by reference his responses to Paragraphs 1-532 as his response 

to Paragraph 533. 

534. Denied. 

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535. Denied. 

536. Paragraph 536 states mere legal conclusions to which no response is required. To 

the extent a response is required, GDL denies any and all remaining allegations in this paragraph. 

537. Paragraph 537 states mere legal conclusions to which no response is required. To 

the extent a response is required, GDL denies any and all remaining allegations in this paragraph. 

538. Denied. 

COUNT XXXII 

Conversion 

(Against UnitedLex and ULXP) 

539. GDL incorporates by reference his responses to Paragraphs 1-538 as his response 

to Paragraph 539. 

540. The allegations in Count XXXII are not directed at GDL and, therefore, no response 

is required. To the extent a response is required, GDL lacks sufficient information or belief to 

admit or deny the allegations in Paragraph 540 and, therefore, denies the same. 

541. The allegations in Count XXXII are not directed at GDL and, therefore, no response 

is required. To the extent a response is required, GDL lacks sufficient information or belief to 

admit or deny the allegations in Paragraph 541 and, therefore, denies the same. 

542. The allegations in Count XXXII are not directed at GDL and, therefore, no response 

is required. To the extent a response is required, GDL lacks sufficient information or belief to 

admit or deny the allegations in Paragraph 542 and, therefore, denies the same. 

543. The allegations in Count XXXII are not directed at GDL and, therefore, no response 

is required. To the extent a response is required, GDL lacks sufficient information or belief to 

admit or deny the allegations in Paragraph 543 and, therefore, denies the same. 

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COUNT XXXIII 

Unjust Enrichment And Disgorgement Of Expense Transfers 

(Against the ULX Entities) 

544. GDL incorporates by reference his responses to Paragraphs 1-543 as his response 

to Paragraph 544. 

545. The allegations in Count XXXIII are not directed at GDL and, therefore, no 

response is required. To the extent a response is required, GDL lacks sufficient information or 

belief to admit or deny the allegations in Paragraph 545 and, therefore, denies the same. 

546. The allegations in Count XXXIII are not directed at GDL and, therefore, no 

response is required. To the extent a response is required, GDL lacks sufficient information or 

belief to admit or deny the allegations in Paragraph 546 and, therefore, denies the same. 

547. The allegations in Count XXXIII are not directed at GDL and, therefore, no 

response is required. To the extent a response is required, GDL lacks sufficient information or 

belief to admit or deny the allegations in Paragraph 547 and, therefore, denies the same. 

548. The allegations in Count XXXIII are not directed at GDL and, therefore, no 

response is required. To the extent a response is required, GDL lacks sufficient information or 

belief to admit or deny the allegations in Paragraph 548 and, therefore, denies the same. 

COUNT XXXIV 

Alter Ego Liability 

(Against UnitedLex and ULX Manager) 

549. GDL incorporates by reference his responses to Paragraphs 1-548 as his response 

to Paragraph 549. 

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550. The allegations in Count XXXIV are not directed at GDL and, therefore, no 

response is required. To the extent a response is required, GDL lacks sufficient information or 

belief to admit or deny the allegations in Paragraph 550 and, therefore, denies the same. 

551. The allegations in Count XXXIV are not directed at GDL and, therefore, no 

response is required. To the extent a response is required, GDL lacks sufficient information or 

belief to admit or deny the allegations in Paragraph 551 and, therefore, denies the same. 

552. The allegations in Count XXXIV are not directed at GDL and, therefore, no 

response is required. To the extent a response is required, GDL lacks sufficient information or 

belief to admit or deny the allegations in Paragraph 552 and, therefore, denies the same. 

553. The allegations in Count XXXIV are not directed at GDL and, therefore, no 

response is required. To the extent a response is required, GDL lacks sufficient information or 

belief to admit or deny the allegations in Paragraph 553 and, therefore, denies the same. 

554. The allegations in Count XXXIV are not directed at GDL and, therefore, no 

response is required. To the extent a response is required, GDL lacks sufficient information or 

belief to admit or deny the allegations in Paragraph 554 and, therefore, denies the same. 

555. The allegations in Count XXXIV are not directed at GDL and, therefore, no 

response is required. To the extent a response is required, GDL lacks sufficient information or 

belief to admit or deny the allegations in Paragraph 555 and, therefore, denies the same. 

556. The allegations in Count XXXIV are not directed at GDL and, therefore, no 

response is required. To the extent a response is required, GDL lacks sufficient information or 

belief to admit or deny the allegations in Paragraph 556 and, therefore, denies the same. 

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557. The allegations in Count XXXIV are not directed at GDL and, therefore, no 

response is required. To the extent a response is required, GDL lacks sufficient information or 

belief to admit or deny the allegations in Paragraph 557 and, therefore, denies the same. 

558. The allegations in Count XXXIV are not directed at GDL and, therefore, no 

response is required. To the extent a response is required, GDL lacks sufficient information or 

belief to admit or deny the allegations in Paragraph 558 and, therefore, denies the same. 

559. GDL denies any and all allegations in the First Amended Complaint that are not 

expressly admitted herein. 

560. To the extent any headings or titles in the First Amended Complaint are considered 

allegations, GDL deny any and all such allegations. 

561. GDL denies that the Trustee is entitled to any recovery or relief whatsoever. 

AFFIRMATIVE DEFENSES 

First Affirmative Defense 

The First Amended Complaint fails to state a claim upon which relief can be granted. 

Second Affirmative Defense 

The Trustee’s claims are barred, in whole or in part, by the applicable statute of limitations. 

Third Affirmative Defense 

The Trustee’s claims are barred, in whole or in part, by the mutual release provisions 

contained in GDL’s Fifth Amendment to December 2007 GDL-SLC, executed December 28, 

2016. 

 

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Fourth Affirmative Defense 

Upon information and belief, GDL affirmatively alleges that the Debtor was solvent at the 

time the alleged transfers set forth in the First Amended Complaint were made. 

Fifth Affirmative Defense 

The Trustee’s claims are barred, in whole or in part, by the defenses set forth in 11 U.S.C. 

§ 547(c)(1) insofar as each such transfer was made to be a contemporaneous exchange for new 

value given to the Debtor. 

Sixth Affirmative Defense 

The Trustee’s claims are barred, in whole or in part, by the defenses set forth in 11 U.S.C. 

§ 547(c)(2) insofar as each such transfer was made in the ordinary course of business or according 

to ordinary business terms. 

Seventh Affirmative Defense 

The Trustee’s claims are barred, in whole or in part, by the defenses set forth in 11 U.S.C. 

§ 547(c)(4) insofar as after each such transfer GDL gave new value to or for the benefit of the 

Debtor that was not secured by an otherwise unavoidable security interest and on account of which 

new value the Debtor did not make an otherwise unavoidable transfer to or for the benefit of GDL. 

Eighth Affirmative Defense 

The Trustee’s claims are barred, in whole or in part, by the defense set forth in 11 U.S.C. 

§ 548(c), including, but not limited to, that value was given in exchange for such transfers. 

Ninth Affirmative Defense 

The Trustee’s claims are barred, in whole or in part, to the extent the alleged transfers were 

not of an interest of the Debtor in property. 

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Tenth Affirmative Defense 

The Trustee’s claims are barred, in whole or in part, by the doctrines of in pari delicto, 

unclean hands, and/or estoppel. GDL vehemently denies that any conspiracy or conspiracies took 

place. However, to the extent the Trustee alleges GDL took part in any such conspiracy or 

conspiracies, GDL and/or LCR’s officers and directors did so as employee(s) of the Debtor acting 

within the course and scope of their employment and, therefore, the Debtor itself was party to the 

conspiracy. The Trustee knowingly, intentionally, and improperly omits the Debtor as a coconspirator in a futile attempt to avoid a clear defense to her claims. 

Eleventh Affirmative Defense 

The Trustee’s conspiracy claims are barred, in whole or in part, by the intra-corporate 

immunity doctrine. GDL and/or LCR’s officers and directors did so as employee(s) of the Debtor 

acting within the course and scope of their employment. Therefore, GDL was not a person separate 

and distinct from his employer, the Debtor. 

Twelfth Affirmative Defense 

The Trustee’s claims are barred, in whole or in part, because at all relevant times, GDL 

acted in good faith, complied with all relevant legal duties, did not engage in self-dealing, and 

acted with honest intent and ordinary prudence. 

Thirteenth Affirmative Defense 

The Trustee’s claims are barred, in whole or in part, because at all relevant times, GDL 

was not an insider (statutory or non-statutory) on or after January 31, 2016. 

 

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Fourteenth Affirmative Defense 

The Trustee’s claims are barred, in whole or in part, because all alleged transfers were 

made in the ordinary course of business. 

Fifteenth Affirmative Defense 

The Trustee’s alleged damages are speculative and were not foreseeable. 

Sixteenth Affirmative Defense 

GDL is entitled to setoff for the amounts set forth in GDL’s Proof of Claim. 

Seventeenth Affirmative Defense 

The Trustee’s claims are barred, in whole or in part, because the Debtor’s’s officers and/or 

directors acted in accordance with their reasonable business judgment. 

RESERVATION OF RIGHTS 

GDL reserves all rights to assert additional defenses in the event that discovery indicates 

that such defenses would be appropriate. In addition, Pursuant to Fed. R. Bankr. P. 7012(b), GDL 

respectfully states that he does not consent to the entry of final orders or judgment by the 

Bankruptcy Court. 

JURY DEMAND 

GDL reserves the right to move to withdraw the reference with respect to the First 

Amended Complaint. Notwithstanding the foregoing, GDL respectfully requests a jury trial on 

all issues so triable. 

 WHEREFORE, the First Amended Complaint having been Answered, Defendant Gary 

D. LeClair respectfully requests the Court dismiss the First Amended Complaint with prejudice, 

and grant such other relief as may be just and proper. 

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COUNTERCLAIMS 

Pursuant to Federal Rule of Civil Procedure 13, made applicable to adversary proceedings 

pursuant to Federal Rule of Bankruptcy Procedure 7013, GDL, by counsel, brings these 

counterclaims against the Trustee and in support thereof states as follows: 

A. The Parties. 

1. On September 3, 2019, the Debtor was a Virginia professional limited liability 

company established pursuant to the Virginia Limited Liability Company Act, Va. Code § 13.1-

1000, et seq. 

B. Jurisdiction and Venue. 

2. This Court has jurisdiction over this matter pursuant to 28 U.S.C. § 1334(b), as this 

counterclaim relates to the Debtor’s case under title 11 of the United States Code. 

3. Venue is proper pursuant to 28 U.S.C. § 1409(a), as this counterclaim relates to the 

Debtor’s case under title 11 of the United States Code. 

C. The Debtor’s Operating Agreement. 

4. On February 27, 2018, the Debtor’s members entered into an operating agreement 

titled “Fourth Amended and Restated Shareholders Agreement of LeClairRyan, A Professional 

Corporation, and Operating Agreement of LeClairRyan PLLC” (the “Operating Agreement”). A 

copy of the Operating Agreement was previously filed on this Court’s docket at ECF No. 105-3 

and is incorporated herein by reference. 

5. On March 4, 2018, the Debtor became a professional limited liability company 

(“LLC”) organized under the laws of the Commonwealth of Virginia. 

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6. From time to time, the Debtor admitted attorneys as new members of the firm. 

Under Section 5.01 of the Debtor’s Operating Agreement, an attorney became a member of the 

Debtor upon execution of a joinder agreement and purchase of shares of the Debtor’s common 

stock. See ECF No. 105-3, at 50. An owner of the Debtor’s common stock was then able to 

purchase shares of the Debtor’s preferred stock. 

7. Section 4.02 of the Debtor’s Operating Agreement provides: “[o]nly (i) individuals 

duly licensed and legally authorized to render professional services in the practice of law, and who 

are employed by the Company or any direct or indirect subsidiary thereof, or (ii) professional 

business entities that are duly licensed or legally authorized to render professional services in the 

practice of law, may hold Equity of the Company.” See ECF No. 105-3, at 49. 

8. The Debtor’s members also left the firm at various points. Section 2.02(a) of the 

Debtor’s Operating Agreement provides that a member became a “Transferring Member” upon 

occurrence of any of the following events: (i) “the termination of a Member’s employment with 

the [Debtor] whether because of death, permanent disability, retirement, [or] Qualified 

Retirement;” (ii) “termination by the [Debtor] with or without Cause;” (iii) termination “by the 

Member with or without Good Reason;” or (iv) “the Member’s change of attorney classification 

from Member to Senior Counsel.” See ECF No. 105-3, at 25. 

9. Section 2.02(a)(i) of the Debtor’s Operating Agreement defines “Termination 

Date” as “the effective date of the termination of the Transferring Member’s employment with the 

Company.” See ECF No. 105-3, at 25. 

10. Section 2.02(a) of the Debtor’s Operating Agreement provides that the Debtor was 

required to purchase from the Transferring Member all shares of common and preferred stock held 

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by that member “immediately prior to the termination of his or her employment or change in 

attorney classification,” and the Transferring Member was required to sell the same to the Debtor.

See ECF No. 105-3, at 25. 

11. Section 2.02(g) of the Debtor’s Operating Agreement provides that all shares of 

common and preferred stock held by the Transferring Member “shall be deemed sold and 

transferred to the Company as of the Termination Date, irrespective of whether the [member] 

actually delivers the certificate(s) evidencing the Purchased Stock or any other transfer documents 

requested by the [Debtor].” See ECF No. 105-3, at 30. 

12. Section 5.03 of the Debtor’s Operating Agreement provides: “As soon as any 

Person who is a member ceases to hold any Shares, such Person shall no longer be a Member.” 

See ECF No. 105-3, at 50. 

D. The Debtor’s Course of Dealing. 

13. From the date of the Debtor’s conversion to a PLLC on March 4, 2018 through July 

29, 2019, the Debtor acted consistent with the provisions of the Operating Agreement with respect 

to its members who terminated their employment. 

14. From the date of the Debtor’s conversion to a PLLC on March 4, 2018 through 

midnight on December 31, 2018, one or more of the Debtor’s members terminated their 

employment with LCR. 

15. The Debtor did not treat members who terminated, or otherwise ended, their 

employment with LCR between March 4, 2018 through midnight on December 31, 2018 as LLC 

members at the end of 2018. 

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16. From January 1, 2019 through July 29, 2019, one or more of the Debtor’s members 

terminated their employment with LCR. 

17. The Debtor did not treat members who terminated, or otherwise ended, their 

employment with LCR between January 1, 2019 through July 29, 2019 as LLC members at the 

end of 2019. 

E. GDL’s ownership of common and preferred shares. 

18. GDL founded the Debtor in 1988. As a shareholder, GDL owned shares in the 

Debtor’s common stock. 

19. In 2010, the Debtor issued shares of preferred stock which were available for 

purchase by any holder of the Debtor’s common stock. 

20. GDL purchased shares of the Debtor’s preferred stock at various points beginning 

in 2010. 

21. As of December 31, 2018, GDL owned a membership interest in the Debtor. 

22. GDL did not purchase any shares of the Debtor’s common or preferred stock in 

2019. 

F. GDL’s employment ended on July 31, 2019. 

23. On July 26, 2019, LCR’s CEO emailed all members stating “this will confirm that 

the 30 day notice provision has been waived for Members.” See GDL_0005651. Under the 

Operating Agreement’s definition of “Withdrawing Member” in Section 1.01(vvvv), “a Member 

who voluntarily terminates his or her employment with the Company” was required to “giv[e] the 

Company at least thirty (30) days’ prior written notice of such termination.” See GDL_0004202. 

Section 2.02(h) of the Debtor’s Operating Agreement provides “[t]he Notice Requirement may be 

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waived or the Notice Period shortened in the sole discretion of the Chief Executive Officer.” See

GDL_0004209. LCR’s CEO’s July 26, 2019 email to LCR’s members waived the thirty (30) day 

notice period pursuant to Section 2.02(h) of Debtor’s Operating Agreement. 

24. On or about July 26, 2019, GDL submitted his resignation notice from the Debtor, 

which stated as follows: 

See GDL_0005650. 

25. The Debtor accepted GDL’s resignation. 

26. GDL’s employment with the Debtor was terminated on July 31, 2019, and he began 

working at Williams Mullen the following day. By email dated July 31, 2019, GDL confirmed to 

the Debtor that his “membership in the firm will end upon my termination of employment,” and 

asked that LCR deliver to him a promissory note in consideration for his preferred interests. See 

GDL_0005664. 

27. The Debtor accepted GDL’s termination. 

COUNT ONE 

Declaratory Judgment 

Lynn L. Tavenner, as Chapter 7 Trustee 

28. The preceding paragraphs are incorporated as if fully set forth herein. 

29. The Declaratory Judgment Act provides that “[i]n a case of actual controversy 

within its jurisdiction . . . any court of the United States, upon the filing of an appropriate pleading, 

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may declare the rights and other legal relations of any interested party seeking such declaration, 

whether or not further relief is or could be sought. Any such declaration shall have the force and 

effect of a final judgment or decree and shall be reviewable as such.” 28 U.S.C. § 2201(a). 

30. There is an actual, ripe controversy between the Trustee and GDL over whether he 

remained a member of the Debtor after July 31, 2019. 

31. On July 31, 2019, GDL’s employment with the Debtor was terminated. 

32. Pursuant to Section 2.02(a) of the Operating Agreement, GDL became a 

“Transferring Member” on July 31, 2019. 

33. GDL’s “Termination Date” was July 31, 2019. 

34. Section 2.02(a) of the Operating Agreement required the Debtor to purchase, and 

GDL to sell, all outstanding shares of Debtor’s common and preferred stock owned by GDL 

immediately prior to the termination of his employment. 

35. Pursuant to Section 2.02(g) of the Operating Agreement, all outstanding shares of 

common and preferred stock in the Debtor owned by GDL were deemed sold and transferred to 

the Debtor effective as of GDL’s Termination Date, July 31, 2019. 

36. Immediately following this sale and transfer, GDL ceased to hold any shares in the 

Debtor. 

37. Immediately following this sale and transfer, GDL was no longer a member of the 

Debtor pursuant to Section 5.03 of the Operating Agreement. 

38. The Debtor nevertheless has asserted and continues to assert that GDL remained a 

member of the Debtor following his termination on July 31, 2019. For example, the Debtor asserts 

that GDL remained a member of the Debtor as of September 3, 2019, and as of that date owned 

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2.4% of the Debtor’s common shares and 54.2% of the Debtor’s preferred shares. See In re 

LeClairRyan, PLLC, Case No. 19-34574, ECF No. 209, at 27. 

39. GDL is entitled to an order declaring that he was no longer a member of the Debtor 

effective upon his termination on July 31, 2019. 

ALTERNATIVE COUNT TWO 

Declaratory Judgment 

Lynn L. Tavenner, as Chapter 7 Trustee 

40. The preceding Counterclaim Paragraphs 1-38 are incorporated as if fully set forth 

herein. 

41. To the extent the Court does not enter an order declaring that GDL was no longer 

a member of the Debtor effective upon his termination on July 31, 2019, GDL seeks alternative 

relief under Count Two. 

42. Section 7.01 of the Debtor’s Operating Agreement provides that a member is 

allocated a share of the Debtor’s net income or net loss “in the proportion such Member’s 

distributable income under ARTICLE VIII bears to the aggregate distributable income of all 

Members.” 

43. Section 8.02(a) of the Debtor’s Operating Agreement provides: 

“Distributable Income” means, for any period, the excess of (i) the 

gross receipts (whether or not considered taxable income, including 

borrowings and capital contributions) of the Company from all 

sources and amounts withdrawn from reserves, over (ii) 

disbursements of cash by the Company, including without limitation 

(A) the payment of operating expenses and debt service on loans, 

(B) capital expenditures, and (C) amounts deposited in reserves, 

including without limitation for the purpose of making distributions 

pursuant to Section 8.03 or making payments required under 

ARTICLE II, in each case as determined by the Board in its sole

discretion. 

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44. A member’s share of the Debtor’s distributable income under Section 7.01 and 

Section 8.02(a) of the Operating Agreement is reported to the Internal Revenue Service under Part 

II, Section J of the member’s Schedule K-1 from the Debtor. 

45. The Trustee or her agents prepared the Debtor’s federal and state tax returns for the 

2019 tax year as well as the 2019 Schedule K-1s issued by the Debtor to its members. 

46. Upon information and belief, the Trustee calculated a member’s share of profit, 

loss, and capital, as reported under Part II, Section J of the 2019 Schedule K-1s from the Debtor 

to its members, according to the member’s ownership of the Debtor’s shares (including common 

shares, Series A preferred shares, and Series B preferred shares). 

47. Upon information and belief, the Trustee did not calculate a member’s share of 

profit, loss, and capital, as reported under Part II, Section J of the 2019 Schedule K-1s from the 

Debtor to its members, in accordance with Section 7.01 and Section 8.02(a) of the Debtor’s 

Operating Agreement. 

48. The Trustee or her agents prepared the Debtor’s federal and state tax returns for the 

2020 tax year as well as the 2020 Schedule K-1s issued by the Debtor to its members. 

49. Upon information and belief, the Trustee calculated a member’s share of profit, 

loss, and capital, as reported under Part II, Section J of the 2020 Schedule K-1s from the Debtor 

to its members, according to the member’s ownership of the Debtor’s shares (including common 

shares, Series A preferred shares, and Series B preferred shares). 

50. Upon information and belief, the Trustee did not calculate a member’s share of 

profit, loss, and capital, as reported under Part II, Section J of the 2020 Schedule K-1s from the 

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Debtor to its members, in accordance with Section 7.01 and Section 8.02(a) of the Debtor’s 

Operating Agreement. 

51. As alternative to Count One, GDL is entitled to an order declaring his share of the 

profit, loss, and capital in accordance with Section 7.01 and Section 8.02(a) of the Debtor’s 

Operating Agreement. 

WHEREFORE, GDL requests that the Court enter judgment in his favor, enter an order 

declaring that GDL was not a member of the Debtor following his termination on July 31, 2019, 

or, in the alternative, enter an order declaring GDL’s share of the Debtor’s profits, losses, and 

capital for 2019 and 2020 in accordance with Section 7.01 and Section 8.02(a) of the Debtor’s 

Operating Agreement, and grant such further relief that the Court deems necessary and proper. 

 Respectfully submitted this 12th day of November, 2021. 

 GARY D. LECLAIR 

 /s/ Andrew M. Bowman 

J. Scott Sexton (VSB No. 29284) 

Andrew M. Bowman (VSB No. 86754) 

GENTRY LOCKE 

P.O. Box 40013 

Roanoke, Virginia 24022 

Telephone: 540.983.9300 

Fax: 540.983.9400 

Email: sexton@gentrylocke.com 

 bowman@gentrylocke.com 

William A. Broscious (VSB No. 27436) 

William A. Broscious, Esq., PLC 

P.O. Box 71180 

Henrico, Virginia 23255 

Telephone: 804.533.2734 

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Email: wbroscious@brosciouslaw.com 

Counsel for Gary D. LeClair 

 

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CERTIFICATE OF SERVICE

 I hereby certify that on this 12th day of November, 2021, I electronically filed the 

foregoing with the Clerk using the CM/ECF system which will send notification of such filing to 

all counsel of record. 

 /s/ Andrew M. Bowman 

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