UNITED STATES BANKRUPTCY COURT

EASTERN DISTRICT OF VIRGINIA

RICHMOND DIVISION

__________________________________________

)

In re: )

 ) Chapter 11

LEWIS E. WILKERSON )

 )

Debtor. ) Case No. 20-34576-KLP

__________________________________________)

OBJECTION TO LEWIS E. WILKERSON, JR. PLAN OF REORGANIZATION

DATED DECEMBER 30, 2021

Robert E. Dixon (“Mr. Dixon”), by counsel, individually and derivatively on behalf of 

D.E.R. LLC (“DER”), hereby files his objection (the “Objection”) to the Lewis E. Wilkerson, Jr. 

Plan of Reorganization Dated December 30, 2021 (the “Plan”), filed on December 30, 2021 (ECF 

No. 197). In support of the Objection, Mr. Dixon states as follows:

I. FACTUAL BACKGROUND

1. On or about November 17, 2020 (the “Petition Date”), Lewis E. Wilkerson, Jr. (the 

“Debtor”) initiated this bankruptcy case by filed a voluntary petition for relief under Chapter 11 

of Title 11 of the United States Code. 

2. On December 10, 2020, the Debtor filed his schedules, listing Mr. Dixon as an 

unsecured creditor on Schedule E/F with an undisputed, liquidated, noncontingent claim in the 

amount of $2.5 million. Pursuant to 11 U.S.C. § 1111 and Federal Rule of Bankruptcy Procedure 

W. R. Baldwin, III (VSB #16988) 

Meyer Baldwin, Long & Moore, LLP 

5600 Grove Avenue 

Richmond, VA 23226 

Voice: (804) 285-3338 

Fax: (804) 285-7779 

Email: billbaldwin@meyerbaldwin.com

ECF: billbaldwin@comcast.net

Co-Counsel for the Plaintiff

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3003, Mr. Dixon was deemed to have filed a proof of claim as of December 10, 2020, in the amount 

of $2.5 million (the “Deemed-Filed Claim”). The Court set March 17, 2021, as the deadline for 

creditors to file proofs of claim.

3. The Debtor later filed amended schedules on March 25, 2021, in which he listed 

Mr. Dixon as an unsecured creditor on Schedule E/F, with a contingent, unliquidated, disputed 

claim in the amount of $0.00. (ECF No. 100, at 42.) Neither the Debtor nor the Court issued a 

notice that Mr. Dixon’s claim was being characterized as contingent, unliquidated, and disputed, 

or set a new deadline to file or amend a proof of claim based on the Debtor’s amended schedules.

4. On February 16, 2021, Mr. Dixon initiated Adversary Proceeding No. 21-03008 in 

this Court by filing a two-count Complaint against the Debtor seeking (1) a determination of the 

dischargeability of certain indebtedness, and (2) money judgments in favor of DER and Mr. Dixon. 

The Complaint constitutes an informal proof of claim filed by DER (the “Informal Proof of 

Claim”).

5. On December 30, 2021, the Debtor filed the Plan, which proposes to pay various 

classes of creditors from the proceeds of an “Option to Purchase Contract” (as amended, the 

“Option Contract”) between the Debtor and Heritage Trail Solar, LLC (the “Purchaser”), upon 

closing of the Option Contract. The Plan does not specify what will happen if the Option Contract 

does not close.

6. Important aspects of the Plan of Reorganization have been precluded from Public 

view as a result of pleadings filed by Heritage Trail Solar, LLC. Specifically, Document 149, 

September 2, 2021 Disclosure Statement filed by Robert A. Canfield of Canfield Wells, LLP on 

behalf of Lewis E. Wilkerson Jr.. (Canfield, Robert) when sought to be accessed responds with 

“This document is restricted and is not available for viewing.” This is a result of Document 161, 

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September 29, 2021 Motion to Restrict Public Access to Sensitive Case Information filed by 

Heritage Trail Solar, LLC. Document 163, the Amended Disclosure Statement “Modified Only to 

Address Restricted Access to Exhibit B.” In fact, however, neither Document 149 or Document 

161 are available for public review. While Document 184, the Amended Disclosure Statement

approved by the Court contains the text of the Amendment to Real Estate Purchase Option

Agreement effective June 9, 2021, it does not contain the text of the Real Estate Purchase Option

Agreement dated August 31, 2020. Since the Amendment to Real Estate Purchase Option

Agreement effective June 9, 2021 is not a restated agreement, the parties in interest are left in the 

dark as to the terms of the original August 31, 2020 Option Agreement.

II. OBJECTION

7. To the extent Mr. Dixon and DER have allowed claims against the Debtor, the Plan 

does not provide any treatment of either the Deemed-Filed Claim or the Informal Proof of Claim.1 

It is therefore unclear how the Debtor proposes to address Mr. Dixon’s or DER’s claims, if at all. 

To the extent Mr. Dixon and DER’s claims are impaired under the Plan, Mr. Dixon, individually 

and on behalf of DER, rejects the plan pursuant to 11 U.S.C. §§ 1129(a)(7)(A)(i) and 1129(a)(8). 

8. It is also unclear whether Plan will result in a sufficient distribution to creditors 

under 11 U.S.C. § 1129(a)(7)(A)(ii). Specifically, the Plan provides that general unsecured 

creditors would receive 100% of their claims in a liquidation under chapter 7, and proposes to pay 

general unsecured creditors 100% of their claims through the Plan with proceeds the Debtor 

expects to receive at the closing of the Purchase Option. However, given that the Plan does not 

provide for any treatment of Mr. Dixon’s or DER’s claims, it is unclear whether general unsecured 

1 The Debtor states in paragraph 5.01 of the Plan that he “disputes Claim No. 33 filed by Robert Dixon,” but does not 

address either the Deemed-Filed Claim or Informal Proof of Claim.

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creditors will receive, as of the effective date of the plan, an amount that is not less than the amount 

they would receive under chapter 7. 11 U.S.C. § 1129(a)(7)(A)(ii).

9. Further, while Document 184 contains a provision for injunctions at Section VIII

at page 1920, which seemingly would have the effect of immunizing any judgment obtained by 

Mr. Dixon his non-dischargeability proceeding against Mr. Wilkerson (in which event Mr. Dixon 

objects to such injunction as contrary to applicable law), the actual Plan of Reorganization filed 

December 30, 2021 (document 197) does not contain this proposed injunction to the extent the 

plan to be considered by the Court on February 16 contains any injunction purporting to restrict 

Mr. Dixon’s rights, individually or derivatively, to enforce a non-dischargeability judgment 

against Mr. Wilkerson, Mr. Dixon objects to same.

10. Additionally, the Plan does not provide sufficient information about the Purchase 

Option for creditors to determine whether the Plan will be funded or whether confirmation of the 

Plan will be followed by a need for liquidation or further reorganization. 11 U.S.C. §§ 1129(a)(2), 

1129(a)(11), and 1125. Significantly, the Plan indicates that the Purchase Option has not been 

exercised, and may not be exercised by the Purchaser. (See Plan, at 1–2 (explaining that the 

Purchaser has been conducting studies to determine whether the property subject to the Purchase 

Option is suitable for the Purchaser’s needs, and noting that if the studies are favorable, the 

Purchaser is expected to close). The Purchase Option has not been made available to creditors,

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and no closing date is specified in the Plan. Instead, the Plan merely provides that the “latest 

closing date” will be “thirty (30) days after the end of the Option Period, August 31, 2023, or 

through that date, which can be extended for an additional six (6) months on notice to the Debtor 

2 Attached to the Plan is an “Option to Purchase Contract Amendment,” pursuant to which Diode Ventures, LLC 

assigned the Option Contract to Heritage Trail Solar, LLC. The amendment does not provide a closing date or 

otherwise outline the terms of the Option Contract. It appears the Purchase Option was presented to the Court as a 

restricted document. 

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by Heritage Trail Solar, LLC.” (Plan at 1 (emphasis added).) The Plan also does not outline the 

Debtor’s obligations under the Purchase Option or provide a sale price for the Purchase Option. 

Given that the Purchase Option has not been exercised, and there is no agreed-upon closing date, 

it is uncertain if or when the Debtor and the Purchaser will close on the Purchase Option. To the 

extent the Purchase Option does not close, the Debtor’s Plan likely cannot be implemented 

successfully. It also appears that this Agreement may be no more than an “agreement to agree,”

which is unenforceable at Virginia law and should not be accepted. E.g., Allen v. Aetna Casualty 

& Surety 222 Va. 361 (1981).

11. Even if the Purchase Option is exercised, it is unclear what other obligations the 

Purchase Option imposes on the Debtor, including any potential costs that may be incurred by the 

Debtor prior to closing (see Heritage Obj., ECF No. 164 (indicating that the Debtor may have 

obligations to cure certain title defects and hazardous site conditions)), and what amount of 

proceeds, if any, the Debtor will ultimately receive at closing. The Plan therefore cannot be 

confirmed because the Debtor has failed to show that confirmation of the Plan will not be followed 

by further liquidation or reorganization, and has failed to provide adequate information to 

creditors. 11 U.S.C. §§ 1129(a)(11), 1129(a)(2), and 1125. 

12. The Plan has not been proposed in good faith. 11 U.S.C. § 1129(a)(3). Upon 

information and belief, the Debtor filed bankruptcy, at least in part, to avoid certain discovery 

obligations in state-court litigation initiated by Mr. Dixon (the “State Court Case”). Additionally, 

as noted above, the Plan does not propose any treatment of the Deemed-Filed Claim or the Informal 

Proof of Claim, while nonetheless providing for the Debtor to receive net proceeds from the 

Purchase Option. Based on the limited information available to creditors in the Debtor’s schedules 

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and Plan, it appears the Debtor stands to receive a windfall of approximately $1.5 million from the 

Purchase Option. 

13. Furthermore, upon information and belief, the Debtor’s schedules list creditors to 

whom the Debtor is not or may not be indebted. Specifically, the Debtor’s schedules list Fred C. 

and Jane E. Howell (the “Howells”) as secured creditors with a secured claim of $1 million. The 

Deed of Trust (the “Deed of Trust”) securing the Debtor’s purported obligation to the Howells was 

entered into on August 26, 2019, days before Mr. Dixon initiated the State Court Case. Upon 

information and belief, the Deed of Trust may not represent a true debt owed by the Debtor. 

Accordingly, the Debtor has failed to comply with applicable provisions of Title 11, and the Plan 

has not been proposed in good faith. 11 U.S.C. §§ 1129(a)(2), (a)(3).

14. Mr. Dixon further objections on the basis that the Plan does not provide a 

mechanism for the Debtor to report to creditors on the implementation of the Plan after 

confirmation, as required under sections 1106(a)(7) and 1107(a) of the Bankruptcy Code. There 

also is no discussion of any possible post-confirmation relationship between Heritage Trail and 

Mr. Wilkerson or any of his insiders.

15. Additionally, the Plan does not provide for sufficient court supervision of the 

liquidation process proposed in the Plan, including over the consummation of the Purchase Option.

16. Without an option describing the result of a decision by Heritage Solar not to 

exercise its option, the proposed plan has a massive hole in its concept, thus introducing an element 

of uncertainty that cannot be quantified or estimated for purposes of confirmation.

WHEREFORE, Mr. Dixon, individually and derivatively on behalf of DER, objects to 

confirmation of the Debtor’s proposed chapter 11 Plan, and requests the Court enter an order

1. Denying confirmation of the Plan as proposed;

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2. Directing the Debtor to amend the Plan to clarify or provide that, pursuant to 11 

U.S.C. §§ 1106(a)(7), 1107(a), 1129(a)(4):

a. The Debtor will continue to incur and pay only reasonable and necessary expenses, 

in keeping with the Debtor’s current expenses;

b. The Debtor will continue to file Monthly Operating Reports detailing all income 

and expenses;

c. The Debtor will reasonably cooperate with all creditors and parties in interest to 

provide meaningful information on the progress of implementation of the Plan;

d. An Oversight Committee will be created to supervise the liquidation process, 

including liquidation of any estate property pursuant to the Purchase Option;

e. Any sale and the disbursement of the proceeds of any estate property will be made 

only pursuant to order of the Court upon notice to all creditors and parties in 

interest;

f. Any amendment or alteration to the Purchase Option shall be made only pursuant 

to order of the Court upon notice to all creditors and parties in interest; and

g. Upon a failure to close or termination of the Purchase Option, the Debtor will so 

notify all creditors and parties in interest and undertake specified, alternate 

measures to liquidate his property and make payment to his creditors; and

3. Granting any and all other relief the Court deems appropriate. 

Respectfully submitted,

Dated: January 31, 2022 ROBERT E. DIXON, Individually and 

Derivatively on behalf of D.E.R. LLC

By: /s/ W. R. Baldwin, III

Counsel

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W. R. Baldwin, III (VSB #16988) 

Meyer Baldwin, Long & Moore, LLP 

5600 Grove Avenue 

Richmond, VA 23226 

Voice: (804) 285-3338 

Fax: (804) 285-7779 

Email: billbaldwin@meyerbaldwin.com

ECF: billbaldwin@comcast.net

Co-Counsel for the Plaintiff 

William F. Seymour, IV, Esq.

FloranceGordonBrown, P.C.

One James Center, Suite 1 900

901 East Cary Street

Richmond, VA 23219

Voice: (804) 697-5100

Fax: (804) 697-5159

Email: wseymour@fgb.com 

Co-Counsel for the Plaintiff

CERTIFICATE OF SERVICE

I certify that a true copy of the foregoing pleading was served by the ECF procedures of 

this Court on January 31, 2022, on all parties hereto subject to such procedures

 /s/ W. R. Baldwin, III 

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