Steven N. Serajeddini, P.C. (admitted pro hac vice) Michael A. Condyles (VA 27807)

KIRKLAND & ELLIS LLP Peter J. Barrett (VA 46179)

KIRKLAND & ELLIS INTERNATIONAL LLP Jeremy S. Williams (VA 77469)

601 Lexington Avenue Brian H. Richardson (VA 92477)

New York, New York 10022 KUTAK ROCK LLP

Telephone: (212) 446-4800 901 East Byrd Street, Suite 1000

Facsimile: (212) 446-4900 Richmond, Virginia 23219-4071

Telephone: (804) 644-1700

-and- Facsimile: (804) 783-6192

David L. Eaton (admitted pro hac vice)

A. Katrine Jakola, P.C. (admitted pro hac vice) 

John R. Worth (admitted pro hac vice) 

Jaimie Fedell (admitted pro hac vice)

KIRKLAND & ELLIS LLP

KIRKLAND & ELLIS INTERNATIONAL LLP

300 North La Salle Street

Chicago, Illinois 60654

Telephone: (312) 862-2000

Facsimile: (312) 862-2200

Co-Counsel to the Debtors and Debtors in Possession 

UNITED STATES BANKRUPTCY COURT 

EASTERN DISTRICT OF VIRGINIA 

RICHMOND DIVISION 

)

In re: ) Chapter 11

)

LE TOTE, INC., et al.,

1

) Case No. 20-33332 (KLP)

)

Debtors. ) (Jointly Administered)

)

)

LORD & TAYLOR, LLC, ) 

)

Plaintiff, )

)

v. ) Adversary Proceeding No. 20-_____

)

COMPASS GROUP USA, INC., )

d/b/a FLIK INTERNATIONAL CORP, )

)

Defendant. )

)

1

 A complete list of each of the Debtors in these chapter 11 cases may be obtained on the website of the Debtors’ 

claims and noticing agent at http://cases.stretto.com/letote. The location of the Debtors’ service address is 250 Vesey 

Street, 22nd Floor, New York, New York 10281. 

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2 

COMPLAINT FOR TURNOVER FUNDS OWED TO LORD & TAYLOR, LLC 

Plaintiff Lord & Taylor, LLC (the “Plaintiff”) files this complaint for turnover against 

Compass Group USA, Inc. d/b/a Flik International Corp (“Compass” or the “Defendant”). In 

support thereof, the Plaintiff alleges as follows: 

Preliminary Statement 

1. Compass owes the Plaintiff $350,000.00 in connection with a Food Services 

Agreement, dated as of May 30, 2008, by and between the Plaintiff and the Defendant. 

2. Despite repeated requests over a number of months, Compass has refused and 

continues to refuse to turn over the funds that are due and owing to the Plaintiff. The refusal of 

Compass to repay funds due and owing has deprived the Plaintiff and its creditors of value that is 

unquestionably owed. Therefore, the Plaintiff hereby files this adversary complaint to recover the 

funds that it is owed. 

The Parties 

3. On August 2, 2020, the Plaintiff and certain of its affiliates, as debtors and debtors 

in possession, filed voluntary petitions under Chapter 11 of the Bankruptcy Code in this Court.2

The Plaintiff is a party to the Agreement (as defined below). 

4. The Defendant, Compass, is a national foodservice and hospitality company. The 

Defendant is a party to the Agreement (as defined below). 

2

 A detailed description of the Debtors and their business, and the facts and circumstances supporting the Debtors’ 

chapter 11 cases, are set forth in greater detail in the Declaration of Ed Kremer, Chief Restructuring Officer, of Le 

Tote, Inc., in Support of Chapter 11 Petitions and First Day Motions filed contemporaneously with the Debtors’ 

voluntary petitions for relief filed under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”), 

on August, 2, 2020 (the “Petition Date”). 

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3 

Jurisdiction and Venue 

5. This Court has subject matter jurisdiction to consider and determine this matter 

pursuant to 28 U.S.C. § 1334. This is a core proceeding pursuant to 28 U.S.C. § 157(b). 

6. Venue is proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409. 

Relief Requested 

7. Pursuant to section 542 of the Bankruptcy Code and Rule 7001 of the Federal Rules 

of Bankruptcy Procedure (the “Bankruptcy Rules”), the Plaintiff seeks the turnover of $350,000.00 

from the Defendant. 

Statement of Facts 

A. The Plaintiff and Compass Enter into a Food Services Agreement in 2008 

8. On May 30, 2008, the Plaintiff and the Defendant entered into that certain Food 

Services Agreement, dated as of May 30, 2008 by and between the Plaintiff and the Defendant (as 

amended, the “Agreement”), pursuant to which Compass agreed to provide food services in eight 

(8) of the Plaintiff’s retail stores. A genuine copy of the Agreement is attached hereto as 

Exhibit A. 

9. Pursuant to the terms of the Agreement, the Plaintiff provided Compass with an 

advance of $350,000.00 (the “Advance”) “to fund one (1) month’s capital needs” for certain 

operating charges. Ex. A, p. 9. The Agreement provides that “[t]he Advance shall be reimbursed 

to [the Plaintiff] within ten [10] days following termination of the Agreement.” Id. In addition, 

section 5.2 of the Agreement provides that termination of the Agreement does not operate to limit, 

reduce, cancel, or otherwise modify payment obligations of any kind that have accrued as of the 

date of termination. Ex. A, p. 3. Finally, section 13.6 of the Agreement specifically prohibits 

setoff. Ex. A, p. 5. 

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4 

B. Termination of the Agreement and Refusal to Repay the Advance 

10. On May 3, 2019, the Plaintiff provided Compass with 120 days’ prior notice of 

termination of the Agreement (the “First Termination Notice”). A genuine company of the First 

Termination Notice is attached hereto as Exhibit B. The First Termination Notice was provided 

in accordance with section 5.1 of the Agreement and stated that the termination of the Agreement 

was effective as to six (6) of the Plaintiff’s retail locations. The Termination Notice requested that 

Compass reimburse the Plaintiff for the Advance pursuant to the terms of the Contract. 

11. Compass failed to repay the Advance and thus breached its obligations under the 

terms of the Agreement. 

12. On March 20, 2020, the Plaintiff provided Compass with 30 days’ prior notice of 

termination of the Agreement with respect to all eight (8) locations (the “Second Termination 

Notice”). A genuine company of the Second Termination Notice is attached hereto as Exhibit C. 

The Second Termination Notice was provided in accordance with section 5.1 of the Agreement 

and stated that the termination of the Agreement was effective as of April 30, 2020. The 

Termination Notice requested that Compass reimburse the Plaintiff for the Advance pursuant to 

the terms of the Contract. 

13. Compass failed to repay the Advance and thus breached its obligations under the 

terms of the Agreement. 

14. On May 14, 2020, the Plaintiff again made demand on Compass for repayment of 

the Advance. A genuine copy of the May 14, 2020 letter from the Plaintiff to Compass is attached 

hereto as Exhibit D. 

15. Again, Compass failed to repay the Advance in breach of its obligations under the 

Agreement. 

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5 

16. To this day, Compass continues to refuse to repay the Advance that is due and 

owing to Plaintiff. 

Count I: Turnover of the Advance 

17. The Plaintiff hereby repeats and realleges each of the above paragraphs as though 

fully set forth herein. 

18. The Advance constitutes property of the Debtors’ estate under section 541 of the 

Bankruptcy Code that is due and owing to the Plaintiff and in the possession of the Defendant. It 

is therefore subject to turnover pursuant to section 542 of the Bankruptcy Code and Bankruptcy 

Rule 7001. 

19. The Advance is due and payable to the Plaintiff, who is now a debtor in these 

Chapter 11 cases. 

20. More than 120 days have passed since the Plaintiff terminated the Agreement and 

requested the return of the Advance from the Defendant. The Defendant has refused to repay the 

Advance, has breached the Agreement and is wrongfully possessing property of the Plaintiff’s 

bankruptcy estate. 

[Remainder of page intentionally left blank] 

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6 

WHEREFORE, the Plaintiff respectfully requests judgment in its favor and against 

Compass requiring the turnover of the Advance in the amount of $350,000.00, plus attorneys’ fees 

and costs, and such other relief as the Court deems appropriate under the circumstances. 

Richmond, Virginia

Dated: October 7, 2020

/s/ Jeremy S. Williams

KUTAK ROCK LLP KIRKLAND & ELLIS LLP 

Michael A. Condyles (VA 27807) KIRKLAND & ELLIS INTERNATIONAL LLP

Peter J. Barrett (VA 46179) Steven N. Serajeddini, P.C. (admitted pro hac vice)

Jeremy S. Williams (VA 77469) 601 Lexington Avenue

Brian H. Richardson (VA 92477) New York, New York 10022

901 East Byrd Street, Suite 1000 Telephone: (212) 446-4800

Richmond, Virginia 23219-4071 Facsimile: (212) 446-4900

Telephone: (804) 644-1700 Email: steven.serajeddini@kirkland.com

Facsimile: (804) 783-6192

Email: Michael.Condyles@KutakRock.com -andPeter.Barrett@KutakRock.com

Jeremy.Williams@KutakRock.com KIRKLAND & ELLIS LLP

Brian.Richardson@KutakRock.com KIRKLAND & ELLIS INTERNATIONAL LLP

 David L. Eaton (admitted pro hac vice) 

A. Katrine Jakola, P.C. (admitted pro hac vice) 

John R. Worth (admitted pro hac vice)

Co-Counsel to the Debtors Jaimie Fedell (admitted pro hac vice)

and Debtors in Possession 300 North La Salle Street

Chicago, Illinois 60654

Telephone: (312) 862-2000

Facsimile: (312) 862-2200

Email: david.eaton@kirkland.com

jaimie.fedell@kirkland.com

Co-Counsel to the Debtors

and Debtors in Possession

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KE 71783598.1 

Exhibit A 

Agreement

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KE 71783598.1 

Exhibit B 

First Termination Notice

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KE 71783598.1 

Exhibit C 

Second Termination Notice

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20

KE 71783598.1 

Exhibit D 

Letter 

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Le Tote, Inc.

250 Vesey Street, 22nd Floor

New York, NY 10281

May 14, 2020

Compass Group USA, Inc.

d/b/a Flik International Corp

3 International Drive

Rye Brook, New York 10573

Attn: Scott Davis, President

With a copy to:

Compass Group USA, Inc.

d/b/a Flik International Corp

2400 Yorkmont Road

Charlotte, North Carolina 28217

Attn: General Counsel & Secretary

Re: Renewed demand for immediate payment of outstanding obligations pursuant to the 

Food Services Agreement, dated as of May 30, 2008 (the “Agreement”), by and between 

Lord & Taylor LLC (“L&T”) and Compass Group USA, Inc. d/b/a Flik International Corp 

(“Compass”).

Dear Mr. Davis,

On March 20, 2020, L&T provided Compass with 30 days’ prior notice of termination of 

the Agreement, pursuant to the letter attached hereto as Exhibit A (the “Notice of Termination”), 

in accordance with Section 5.1 of the Agreement. The Notice of Termination provided that the 

termination of the Agreement was effective as of April 30, 2020, and requested that Compass 

reimburse L&T its $350,000 advance (the “Advance”) by May 4, 2020. Compass did not reimburse 

L&T the Advance, and has continued to withhold the Advance despite repeated requests from 

L&T.

L&T hereby demands that Compass immediately reimburse L&T the Advance in full. 

Pursuant to the Services Program attached to the Agreement, Compass was required to reimburse 

L&T its Advance within ten days following termination of the Agreement. Moreover, Section 5.2 

of the Agreement provides that termination shall not operate to limit, reduce, cancel, or otherwise 

modify payment obligations of any kind that have accrued as of the date of termination. Compass’s 

failure to reimburse the Advance constitutes a fundamental breach of the terms of the Agreement, 

and L&T expressly reserves all rights and remedies with respect thereto

If litigation is required to enforce L&T’s rights, L&T will seek all costs and attorneys’ fees 

incurred in connection with the enforcement of its rights and remedies under the Agreement. L&T 

expressly reserves all rights, defenses, and remedies available to it, at law and in equity, whether 

pursuant to the Agreement or otherwise, and nothing contained in this letter shall constitute a 

waiver thereof.

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[Signature Page to Demand Letter]

Sincerely,

Michael van den Berg

Senior Vice President & General Counsel

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Exhibit A

Notice of Termination

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20