52882247;2 

UNITED STATES BANKRUPTCY COURT 

SOUTHERN DISTRICT OF FLORIDA 

West Palm Beach Division 

www.flsb.uscourts.gov

In re: Chapter 11

TOOJAY’S MANAGEMENT LLC, Case No. 20-14792-EPK 

Debtor. 

/ 

DEBTORS’ EMERGENCY APPLICATION FOR 

APPROVAL, ON AN INTERIM AND FINAL BASIS, OF EMPLOYMENT 

OF MICHAEL I. GOLDBERG, EYAL BERGER, AND THE LAW FIRM 

OF AKERMAN LLP AS GENERAL BANKRUPTCY COUNSEL FOR THE 

DEBTORS-IN-POSSESSION EFFECTIVE AS OF THE PETITION DATE 

(Emergency Hearing Requested for May 1, 2020) 

Statement of Exigent Circumstances 

Without general bankruptcy counsel, the Debtors are technically unable to 

proceed with this case. Akerman LLP will play an integral role in the first 

21 days of this Chapter 11 case. Among other things, the Debtors will need 

Akerman LLP’s assistance in filing schedules, stabilizing business 

operations and addressing issues related to the "first day" hearings and 

related orders. The Debtor certifies that it has made a bona fide effort to 

resolve the matter without hearing. 

The Debtors, as defined herein, pursuant to 11 U.S.C. § 327(a), Fed. R. Bankr. P. 2014 

and 2016, and Local Rules 2014-1(A), 2016-1(A), and 9075-1 hereby file this Emergency 

Application for Approval, on an Interim and Final Basis, of Employment of Michael I. Goldberg, 

Eyal Berger and the law firm of Akerman LLP as General Bankruptcy Counsel for the Debtorsin-Possession Effective as of the Petition Date (the “Application”) seeking approval, on interim 

and final basis, of the employment of Michael I. Goldberg and Eyal Berger (“Berger”) and the 

law firm of Akerman LLP (“Akerman”), to represent the Debtors as general bankruptcy counsel 

in the Debtors’ Chapter 11 cases, effective as of the Petition Date. In support of this Application, 

the Debtors rely upon the Declaration of Eyal Berger on behalf of Akerman LLP, as Proposed 

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Counsel for the Debtor-In-Possession attached hereto as Exhibit “A” (the “Berger Declaration”) 

and the Declaration of Edward Maxwell Piet in Support of the Debtor's Chapter 11 Petition and 

Request for First Day Relief (the “First Day Declaration”). 

In further support of this Application, the Debtors respectfully represent as follows: 

I. JURISDICTION 

1. This Court has jurisdiction over this case pursuant to 28 U.S.C. §§ 157 and 1334. 

This is a core proceeding pursuant to 28 U.S.C. § 157(b)(2)(A). Venue is proper in this District 

pursuant to 28 U.S.C. § 1408. The statutory predicate for the relief requested herein is 11 U.S.C. 

§ 327(a), Fed. R. Bankr. P. 2014 and 2016, and Local Rules 2014-1(A) and 2016-1(A). 

II. BACKGROUND AND BUSINESS OPERATIONS 

2. On or about April 29, 2020 (“Petition Date”), TOOJAY’S MANAGEMENT LLC 

and TJ ACQUISITION, LLC (collectively “Debtors”)1 filed voluntary petitions (“Petitions”) in 

this Court for relief under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy 

Code”). A motion for joint administration of these Chapter 11 cases will be filed. 

3. As of the date hereof, no creditor committees have been appointed in any case. In 

addition, no trustees or examiners have been appointed. 

4. The Debtors are operating their businesses and managing their affairs as debtors 

in possession pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code. 

1

 The Debtors in these Chapter 11 Cases, along with the last four digits of each Debtors’ federal tax identification 

number, are: TooJay’s Management LLC (0443) and TJ Acquisition, LLC (1455). The following additional 

affiliates of Debtors have or will file Chapter 11 Cases (collectively, “Filing Affiliates”): TooJay’s Altamonte, 

L.L.C. (5466), TooJay’s at Dr. Phillips, L.L.C. (8342), TooJay’s Bakery & Commissary, L.L.C. (7016), TooJay’s 

Boynton Oakwood Square, L.L.C. (3583), TooJay’s Colonial, L.L.C. (6530), TooJay’s Coral Springs, L.L.C. 

(5919), TooJay’s Dania Beach, L.L.C. (2030), TooJay’s Downtown Gardens, L.L.C. (0351), TooJay’s Downtown 

Tampa, L.L.C. (5046), TooJay’s Glades, L.L.C. (3884), TooJay’s Hallandale, L.L.C. (4596), TooJay’s Jupiter, 

L.L.C. (5986), TooJay’s Lake Worth, L.L.C. (3353), TooJay’s Naples, LLC (3336), TooJay’s N Ft. Lauderdale, 

L.L.C. (8438), TooJay’s of Lake Mary, LLC (0594), TooJay’s of Ocoee, L.L.C. (9601), TooJay’s of Sarasota, 

L.L.C. (7584), TooJay’s of the Villages, L.L.C. (0798), TooJay’s of West Boca, L.L.C. (8250), TooJay’s Palm 

Beach, L.L.C. (1908), TooJay’s Plantation, L.L.C. (8882), TooJay’s Stuart, L.L.C. (4505), TooJay’s Vero, L.L.C. 

(0750), TooJay’s Villages III, L.L.C. (5254), TooJay’s VLG II, L.L.C. (2492), TooJay’s Waterford Lakes, L.L.C. 

(9363), TooJay’s Wellington Commons, L.L.C. (3967), and TooJay’s West Palm Beach, L.L.C. (4685). 

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5. For a detailed description of the Debtors, their operations, assets and liabilities, 

the Debtors respectfully refer the Court and parties-in-interest to the First Day Declaration. 

III. RELIEF REQUESTED 

6. By this Application, the Debtors seek to employ and retain Michael I. Goldberg, 

Esq., Eyal Berger, Esq. and the law firm of Akerman as its general restructuring and bankruptcy 

counsel with regard to the filing of their Chapter 11 petitions and the prosecution of their 

respective Chapter 11 cases. Accordingly, the Debtors respectfully request the entry of an order 

pursuant to Section 327(a) of the Bankruptcy Code, followed by the entry of a final order to be 

entered at a hearing to be held twenty-one (21) days later, authorizing the Debtors to employ and 

retain Michael I. Goldberg, Eyal Berger, Esq. and the law firm of Akerman as its general 

bankruptcy counsel under a general retainer to perform the legal services that will be necessary 

during their Chapter 11 cases and that of their Filing Affiliates as more fully described below. 

7. Prior to the commencement of its Chapter 11 case, the Debtors sought the services 

of Akerman principally with respect the preparation for and potential commencement and 

prosecution of Chapter 11 case for the Debtor. The Debtors believe that the continued 

representation by its pre-petition restructuring counsel, Akerman, is critical to the Debtors’ 

efforts to restructure its business because Akerman has extensive experience and expertise in 

complex commercial reorganization cases and has become familiar with the Debtors’ business, 

legal and financial affairs. Akerman is qualified to practice in this court and qualified to advise 

the Debtors on their relations with, and responsibilities to, the creditors and other interested 

parties. Accordingly, Akerman is well-suited to guide the Debtors through the Chapter 11 

process. 

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A. Services to be Provided 

8. The services of Akerman are necessary to enable the Debtors to execute faithfully 

their duties as debtors-in-possession. Subject to order of this Court, the law firm of Akerman 

will be required to render, among others, the following services to the Debtors: 

(a) advise the Debtors with respect to their powers and duties as debtors and 

debtors-in-possession in the continued management and operation of its business and 

properties; 

(b) attend meetings and negotiate with representatives of creditors and other 

parties-in-interest and advise and consult on the conduct of the case, including all of the 

legal and administrative requirements of operating in Chapter 11; 

(c) advise the Debtors in connection with any contemplated sales of assets or 

business combinations, including the negotiation of sales promotion, liquidation, stock 

purchase, merger or joint venture agreements, formulate and implement bidding 

procedures, evaluate competing offers, draft appropriate corporate documents with 

respect to the proposed sales, and counsel the Debtors in connection with the closing of 

such sales; 

(d) advise the Debtors in connection with post-petition financing and cash 

collateral arrangements, provide advice and counsel with respect to pre-petition financing 

arrangements, and provide advice to the Debtors in connection with the emergence 

financing and capital structure, and negotiate and draft documents relating thereto; 

(e) advise the Debtors on matters relating to the evaluation of the assumption, 

rejection or assignment of unexpired leases and executory contracts; 

(f) provide advice to the Debtors with respect to legal issues arising in or 

relating to the Debtors’ ordinary course of business including attendance at senior 

management meetings, meetings with the Debtors’ financial and turnaround advisors, and 

provide advice on employee, workers' compensation, employee benefits, labor, tax, 

insurance, securities, corporate, business operation, contracts, joint ventures, real 

property, press/public affairs and regulatory matters; 

(g) take all necessary action to protect and preserve the Debtors’ estates, 

including the prosecution of actions on its behalf, the defense of any actions commenced 

against the estates, negotiations concerning all litigation in which the Debtors may be 

involved and objections to claims filed against the estates; 

(h) prepare on behalf of the Debtors all schedules, motions, pleadings, 

applications, adversary proceedings, answers, orders, reports and papers necessary to the 

administration of the estates; 

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(i) negotiate and prepare on the Debtors’ behalf a plan of reorganization, 

disclosure statement and all related agreements and/or documents, and take any necessary 

action on behalf of the Debtors to obtain confirmation of such plan; 

(j) attend meetings with third parties and participate in negotiations with 

respect to the above matters; 

(k) advise the Debtors with respect to their responsibilities in complying with 

the U.S. Trustee’s Operating Guidelines and Reporting Requirements and with the rules 

of the court; 

(l) appear before this Court, any appellate courts, and the U.S. Trustee, and 

protect the interests of the Debtors’ estates before such courts and the U.S. Trustee; and 

(m) perform all other necessary legal services and provide all other necessary 

legal advice to the Debtors in connection with the Chapter 11 cases. 

9. Akerman is willing to act on behalf of the Debtors as set forth above, and with 

respect to such Filing Affiliates. 

B. Terms of Retention

10. Akerman was engaged by the Debtors for restructuring services on April 26, 2020 

and in connection therewith received an initial retainer from Debtor, TOOJAY’S 

MANAGEMENT LLC, in the amount of $800,000 (the “Prepetition Retainer”), of which 

amount $62,000 (a total of $2,000 for each of the cases of Debtors and the Filing Affiliates) is a 

retainer to cover filing fees and other costs, and the remaining $738,000 is to cover professional 

fees in the Debtors’ and Filing Affiliates’ cases. Of the Prepetition Retainer, Akerman has 

earned $57,572.48 at the time of the filing of the Petitions. All fees and expenses incurred by 

Akerman, in excess of the Prepetition Retainer, shall be paid from a portion of the Debtors’ cash 

collateral and future revenues upon approval of the Court. A copy of the executed engagement 

letter is attached as Exhibit “1” to the Berger Affidavit. 

11. Akerman intends to apply to the Court for allowance of compensation for 

professional services rendered and reimbursement of charges and disbursements incurred in 

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these Chapter 11 cases in accordance with applicable provisions of the Bankruptcy Code, the 

Bankruptcy Rules, the Local Bankruptcy Rules and the orders of this Court, including but not 

limited to for the filing fees associated with these Chapter 11 cases, which were charged on 

Akerman’s corporate credit card after the Debtors’ petitions were filed. Akerman will seek 

compensation for the services of each attorney and paraprofessional acting on behalf of the 

Debtors and Filing Affiliates in the Chapter 11 cases at the then-current rate charged for such 

services. 

12. Consistent with the firm’s policy with respect to its other clients, Akerman will 

charge the Debtors for all services provided and for other charges and disbursements incurred in 

the rendition of services. These charges and disbursements include, among other things, costs 

for telephone charges, photocopying, travel, computerized research, messengers, couriers, 

postage, witness fees and other fees related to trials and hearings. 

13. Akerman has agreed to accept as compensation such sums as may be allowed by 

the Court on the basis, among others, of the professional time spent, the rates charged for such 

services, the necessity of such services to the administration of the estates, the reasonableness of 

the time within which the services were performed in relation to the results achieved, and the 

complexity, importance and nature of the problems, issues or tasks addressed in this case. 

14. Other than as set forth herein and in the Berger Declaration, no arrangement is 

proposed between the Debtors and Akerman for compensation to be paid in this case, and no 

agreement or understanding exists between Akerman and any other entity for the sharing of 

compensation received or to be received for services rendered in or in connection with the case. 

15. No previous request for the relief sought in this Application has been made to this 

Court or any other Court. 

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IV. BASIS FOR RELIEF REQUESTED 

16. Continued representation of the Debtors by its restructuring counsel, Akerman, is 

critical to the success of the Debtors’ reorganization efforts because Akerman is and has become 

familiar with the Debtors’ business, financial and legal affairs. 

17. The Debtors have selected the firm of Akerman as its attorneys because of 

Akerman’s experience with and knowledge of the Debtors and their businesses, including in 

connection with Akerman’s prior representation of Debtors, as well as their extensive 

experience, knowledge and expertise in the field of debtors’ and creditor rights and business 

reorganizations under Chapter 11 of the Bankruptcy Code. 

18. The Debtors desire to employ the firm of Akerman under a general retainer 

because of the extensive legal services that will be required in connection with this Chapter 11 

case. 

V. DISINTERESTEDNESS OF PROFESSIONALS 

19. As set forth in the Berger Declaration, to the best of the Debtors’ knowledge, the 

shareholders, counsel and associates of Akerman: (a) do not have any connection with the 

Debtors, its creditors, the U.S. Trustee, any person employed in the office of the U.S. Trustee, or 

any other party in interest, or their respective attorneys and accountants; (b) are disinterested 

persons, as that term is defined in Section 101(14) of the Bankruptcy Code; and (c) do not hold 

or represent any interest adverse to the Debtors’ estates. 

20. More specifically, as set forth in the Berger Declaration: 

(a) Neither Akerman nor any attorney at the firm holds or represents an 

interest adverse to the Debtors’ estates. 

(b) Neither Akerman nor any attorney at Akerman is or was a creditor, an 

equity holder, or an insider of the Debtors, except that Akerman previously rendered 

legal services to the Debtors for which it was compensated. 

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(c) Neither Akerman nor any attorney at Akerman is or was, within two years 

before the Petition Date, a director, officer or employee of the Debtors. 

(d) Akerman does not have an interest materially adverse to the interests of 

the Debtors’ estates or of any class of creditors or equity security holders by reason of 

any direct or indirect relationship to, connection with, or interest in the Debtors, or for 

any other reason. 

VI. REQUEST FOR INTERIM RELIEF 

21. Section 327(a) of the Bankruptcy Code provides that a debtor, subject to Court 

approval: 

[M]ay employ one or more attorneys, accountants, appraisers, 

auctioneers, or other professional persons, that do not hold or 

represent an interest adverse to the estate, and that are disinterested 

persons, to represent or assist the [debtor] in carrying out the 

[debtor]'s duties under this title. 

11 U.S.C. § 327(a). 

22. Bankruptcy Rule 2014(a) Bankruptcy Rule 2014(a) requires that an application 

for retention include: 

[S]pecific facts showing the necessity for the employment, the name of the [firm] 

to be employed, the reasons for the selection, the professional services to be 

rendered, any proposed arrangement for compensation, and, to the best of the 

applicant's knowledge, all of the [firm's] connections with the debtor, creditors, 

any other party in interest, their respective attorneys and accountants, the United 

States trustee, or any person employed in the office of the United States trustee. 

Fed. R. Bankr. P. 2014. 

23. Pursuant to Bankruptcy Rule 6003, the court may grant relief regarding an 

application pursuant to Bankruptcy Rule 2014 to retain a professional within 21 days after the 

filing of the petition to the extent the relief is necessary to avoid immediate and irreparable harm. 

Bankruptcy Rule 6003, however, does not expressly forbid courts from entering interim orders 

approving professional retentions during the first 21 days of a chapter 11 cases. See, e.g., First 

NLC Fin. Servs, LLC, Case No. 08-10632 (Bankr. S.D. Fla. Jan. 28, 2008); In re TOUSA, Inc., et 

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al., Case No. 08-10928-BKC-JKO (Bankr. S.D. Fla. Jan. 31, 2008) (approving interim retentions 

of financial advisor and legal counsel on interim basis within first 20 days of chapter 11 case). 

24. First, according to the Advisory Committee note to Bankruptcy Rule 6003, the 

standard employed in Bankruptcy Rule 6003 is taken from Bankruptcy Rule 4001(b)(2) and 

(c)(2), and decisions under those provisions should provide guidance for the application of 

Bankruptcy Rule 6003. Bankruptcy Rules 4001(b)(2) and (c)(2) are well understood and are the 

model for numerous first-day motions, such as obtaining credit and seeking use of cash 

collateral. That process is well established: if the court is so disposed, the partial relief is granted 

for the interim before the final hearing can be conducted. Later, after further opportunity for 

other parties in interest to consider the application and to object, the court, if so disposed will 

grant the balance of the relief requested. 

25. Second, Bankruptcy Rule 6003 is entitled “Interim and Final Relief Immediately 

Following the Commencement of the Case....” Thus, the very title of the Bankruptcy Rule 

contemplates that relief may be granted on an interim basis. 

26. Interim relief is clearly justified and appropriate in the context of this Application. 

27. It is well recognized in this district and others that a corporation must be 

represented by counsel to appear in court because it is merely an artificial entity that can only act 

through its agents and thus may not appear pro se. See, e.g., Palazzo v. Gulf Oil Corp., 764 F.2d 

1381, 1385 (11th Cir. 1985) (“Corporations and partnerships, both of which are fictional legal 

persons, obviously cannot appear for themselves personally . . . they must be represented by 

licensed counsel.”); see also In re K.M.A., Inc., 652 F.2d 398, 399 (5th Cir. 1981) (“The law is 

clear that a corporation as a fictional legal person can only be represented by licensed counsel.”); 

Jones v. Niagara Frontier Transp. Authority, 722 F.2d 20, 22 (2d Cir. 1983) (“[I]t is established 

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that a corporation, which is an artificial entity that can only act through agents, cannot proceed 

pro se.”). This requirement is further established by Local Rule 1074-1, which provides that 

“[c]orporations, partnerships, trusts and other non-individual parties may appear and be heard 

only through counsel permitted to practice in the Court pursuant to Local Rule 2090-1.” 

28. Accordingly, without general bankruptcy counsel, the Debtors are technically 

unable to proceed with its case. Akerman will play an integral role in the first 21 days of this 

Chapter 11 case. Among other things, the Debtors will need Akerman’s assistance in filing 

schedules, stabilizing business operations, negotiating with key creditor constituencies, 

addressing issues related to the “first day” hearing and related orders, constructing a business 

plan and plan of reorganization and defining the Debtors’ paths post-restructuring. 

29. Accordingly, the Debtors submit that they have satisfied the requirements of 

Bankruptcy Rule 6003, which supports entry of an order authorizing the Debtors to retain and 

employ Akerman on an interim basis and to compensate Akerman for any services rendered 

during that interim period in accordance with the Bankruptcy Code and the interim compensation 

procedures that may be established in this case. This interim form of relief ensures the 

availability of Akerman’s full resources to the Debtors during a critical period in this case, while 

preserving the ability of all parties in interest, including the U.S. Trustee, to object to this 

application on a final basis. 

WHEREFORE, the Debtors respectfully request that the Court enter an order in the 

form attached as Exhibit “B”: (i) authorizing the Debtors’ retention of Michael I. Goldberg, 

Esq., Eyal Berger, Esq. and the law firm of Akerman, LLP on an interim basis upon the terms 

outlined in this Application effective as of the Petition Date; (ii) setting a final hearing on this 

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CERTIFICATE OF SERVICE 

I HEREBY CERTIFY that a true and correct copy of the foregoing was served this 29th

day of April, 2020 via CM/ECF to all parties listed on the below service list, and served via US 

Mail on the parties on the 20 largest unsecured creditors of Debtors’ estates. 

AKERMAN LLP 

Las Olas Centre II, Suite 1600 

350 East Las Olas Boulevard 

Fort Lauderdale, Florida 33301 

Tel: (954) 463-2700 

Fax: (954) 463-2224 

Proposed Attorneys for Debtors-in-Possession

 By: Amanda Klopp, Esq.

Michael I. Goldberg, Esq. 

Florida Bar No. 886602 

michael.goldberg@akerman.com

Eyal Berger, Esq. 

Florida Bar No. 11069 

eyal.berger@akerman.com

Amanda Klopp, Esq. 

Florida Bar No. 124156 

amanda.klopp@akerman.com

SERVICE LIST 

20-14792-EPK Notice will be electronically mailed to: 

Michael I Goldberg, Esq on behalf of Debtor TooJay's Management LLC 

michael.goldberg@akerman.com, charlene.cerda@akerman.com 

Office of the US Trustee 

USTPRegion21.MM.ECF@usdoj.gov 

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52882247;2 

UNITED STATES BANKRUPTCY COURT 

SOUTHERN DISTRICT OF FLORIDA 

West Palm Beach Division 

www.flsb.uscourts.gov

In re: Chapter 11

TOOJAY’S MANAGEMENT LLC, et al. Case No. 20-14792 

(Joint Administration 

Pending) 

Debtors. 

/ 

DECLARATION OF EYAL BERGER, ESQ. IN SUPPORT OF THE DEBTORS"

EMERGENCY APPLICATION FOR APPROVAL, ON AN INTERIM 

AND FINAL BASIS, OF EMPLOYMENT OF MICHAEL I. GOLDBERG, 

EYAL BERGER, AND THE LAW FIRM OF AKERMAN LLP AS 

GENERAL BANKRUPTCY COUNSEL FOR THE DEBTORS-IN-POSSESSION 

 EFFECTIVE AS OF THE PETITION DATE 

Eyal Berger, Esq. makes this Declaration pursuant to 28 U.S.C. § 1746, and states: 

1. I am an attorney and shareholder of the law firm of Akerman LLP (“Akerman”) 

with offices located in Fort Lauderdale, Florida. I am familiar with the matters set forth herein 

and make this Affidavit in support of the Debtor's Emergency Application for Approval, on an 

Interim and Final Basis, of Employment of Michael I. Goldberg, Eyal Berger and the Law Firm 

of Akerman LLP as General Bankruptcy Counsel for the Debtor-in-Possession Effective as of the 

Petition Date (the “Application”). All terms not defined herein shall have the meaning ascribed 

in the Application. 

2. I am admitted to practice in the State of Florida, the United States District Court 

for the Southern District of Florida and am qualified to practice in the U.S. Bankruptcy Court for 

the Southern District of Florida. Michael I. Goldberg is admitted to practice in the State of 

Florida, the United States District Court for the Southern District of Florida and is qualified to 

practice in the U.S. Bankruptcy Court for the Southern District of Florida. 

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3. In support of the Application, I disclose the following: 

a. Unless otherwise stated, this Affidavit is based upon facts of which I have 

personal knowledge. 

b. In preparing this Affidavit, I have reviewed the list of all creditors and 

equity security holders of the Debtors provided to us by the Debtors. Akerman maintains 

a computerized conflicts check system. Akerman has compared the information obtained 

thereby with the information contained in its client and adverse party conflict check 

system on an expedited basis. The facts stated in this Affidavit as to the relationship 

between Akerman and the Debtors, the Debtors’ creditors, the United States Trustee, 

other persons employed by the Office of the United States Trustee, and those persons and 

entities who are defined as disinterested persons in Section 101(14) of the Bankruptcy 

Code, are based on the results of my review of Akerman's conflict check system. Based 

upon such expedited search, Akerman does not represent any entity in any matter 

involving or adverse to the Debtors or which would constitute a conflict of interest, 

except as provided herein, or impair the disinterestedness of Akerman in respect of its 

representation of the Debtors herein. To the extent that a further conflicts search or a 

search of additional entities returns results indicating an adverse relationship, this 

Declaration will be supplemented. 

4. Akerman’s client and adverse party conflicts check system is comprised of 

records regularly maintained in the course of business by Akerman, and it is the regular practice 

of Akerman to make and maintain these records. The system reflects entries that are noted at the 

time the information becomes known by persons whose regular duties include recording and 

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maintaining this information. I regularly use and rely upon the information contained in the 

system in the performance of my duties with Akerman and in my practice of law. 

5. Neither I, Michael I. Goldberg, nor Akerman holds nor represents any interest 

adverse to the Debtors and are disinterested persons as required by 11 U.S.C. § 327(a) and within 

the scope and meaning of Section 101(14) of the Bankruptcy Code. 

6. Neither I, nor Akerman, have or will represent any other entity in connection with 

these cases, except as follows: 

(a) Akerman represents Branford Chain, Inc. and certain of its affiliates 

(“BC”). BC is an equity interest holder in Debtor. Akerman has in the past and currently 

represents and advises BC in a variety of matters, including representation of BC relating 

to its investment in TJ. Akerman has obtained a signed waiver of conflicts from BC. 

7. Neither I, nor Akerman, will accept any fee from any other party or parties in 

these cases, except the Debtors-In-Possession, unless otherwise authorized by the Court. 

8. According to Akerman's records, Akerman was engaged by the Debtors for 

restructuring services on April 26, 2020 and in connection therewith received an initial retainer 

from Debtor, TOOJAY’S MANAGEMENT LLC in the amount of $800,000 (the “Prepetition 

Retainer”), in the amount of $800,000 (the “Prepetition Retainer”), of which amount $62,000 (a 

total of $2,000 for each of the cases of Debtors and the Filing Affiliates) is a retainer to cover 

filing fees and other costs, and the remaining $738,000 is to cover professional fees in the 

Debtors’ and Filing Affiliates’ cases. Of the Prepetition Retainer, Akerman has earned 

$57,572.48 at the time of the filing of the Petitions. All post-petition fees and expenses incurred 

by Akerman, in excess of the Prepetition Retainer, shall be paid from a portion of the Debtors’ 

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cash collateral and future revenues upon approval of the Court. A copy of the executed 

engagement letter is attached as Exhibit “1” hereto. 

9. The professional fees and costs to be incurred by Akerman in the course of its 

representation of the Debtors in this case shall be subject in all respects to the application and 

notice requirement of 11 U.S.C. §§ 330 and 331 and Fed. R. Bank. P. 2014 and 2016. 

10. The hourly rates for the attorneys at Akerman range from $265 to $800 per hour. 

The hourly rates of Michael I. Goldberg and Eyal Berger, the attorneys who will be principally 

working on this case, are $725 and $550, respectively. These rates represent courtesy discounts 

of $60 and $50, respectively, off of normal hourly rates. The hourly rates for the 

paraprofessionals at Akerman range from $200 to $275. Akerman reserves the right to increase 

its hourly rates in accordance with its normal and customary business practices. 

11. There is no agreement of any nature as to the sharing of any compensation to be 

paid to Akerman, except between the attorneys of Akerman. No promises have been received by 

Akerman, nor any member or associate thereof, as to compensation in connection with these 

cases other than in accordance with the provisions of the Bankruptcy Code. 

12. No attorney at Akerman holds a direct or indirect equity interest in the Debtors, 

including stock or stock warrants, or has a right to acquire such an interest. 

13. No attorney at Akerman is or has served as an officer, director or employee of the 

Debtors within two years before the Petition Date. 

14. No attorney at Akerman is in control of the Debtors or is a relative of a director, 

officer or person in control of the Debtors. 

15. No attorney at Akerman is a general or limited partner of a partnership in which 

the Debtors are also a general or limited partner. 

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16. No attorney at Akerman is or has served as an officer, director or employee of a 

financial advisor that has been engaged by the Debtors in connection with the offer, sale or 

issuance of a security of the Debtors within two years before the Petition Date. 

17. No attorney at Akerman has represented a financial advisor of the Debtors in 

connection with the offer, sale or issuance of a security of the Debtors within three years before 

the Petition Date. 

18. No attorney at Akerman has any other interest, direct or indirect, that may be 

affected by the proposed representation. 

19. Except as set forth herein, no attorney at Akerman has had or presently has any 

connection with the above-captioned Debtors or the estate on any matters in which Akerman is 

to be engaged, except that I, Akerman or our attorneys may represent or may have represented 

certain of the Debtors’ creditors in matters unrelated to this case. 

20. Specifically, a search of Akerman's conflicts check system revealed the following 

matters, which do not impair my or Akerman's disinterestedness or constitute any conflict of 

interest: 

(a) Truist Bank (“Truist”) is a creditor of Debtor TOOJAY’S 

MANAGEMENT LLC. Akerman represents Truist and certain of its affiliate in matters 

wholly unrelated to this bankruptcy case. The Debtors do not anticipate any contested 

matters with Truist and to the extent any arise, the Debtors’ estates will retain special 

conflicts counsel to address. 

(b) Pepsico, Inc. is a potential creditor of Debtors. Akerman has in the past 

represented and/or currently represents Pepsico and certain of its affiliate in matters 

wholly unrelated to this bankruptcy case. 

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Exhibit 1

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Exhibit 2

AFCO

AIRGAS DRY ICE

AM PRODUCTION SERVICES INC

AON RISK SERVICES NORTHEAST INC

AT&T

BETANCOURT, JOSE, JR.

BOARD OF COUNTY COMMISSIONERS PBCTY

BREAKTHRU MARKETING LLC

BROWN, TERRY

CANON FINANCIAL SERVICES INC

CANON SOLUTIONS

CARGILL FOOD DIST

CHENEY BROS INC

CIGNA

CIT

CITIZENS BANK

CITY OF BOYNTON BEACH

CITY OF BOYNTON BEACH PYMT PROCESSING CENTER

CITY OF BOYNTON BEACH UTILITIES

CITY OF HALLANDALE BEACH

CITY OF LAKE WORTH

CITY OF LAKE WORTH LICENSE & PERMITS

CITY OF ORLANDO BUSINESS TAX

CITY OF PALM BEACH GARDENS LICENSE

CITY OF PEMBROKE PINES

CITY OF PEMBROKE PINES TAX

CITY OF PLANTATION

CITY OF PLANTATIONTAX

CITY OF WEST PALM BEACH

CITY OF WEST PALM BEACH FIRE RESCUE

CITY OF WPB FINANCE DEPT ALARM RENEW

COMCAST 71211

COVERALL NORTH AMERICA INC

CUSTOM CULINARY, INC.

DADE PAPER CO

DANIA LIVE JV LLC

DDR CORP

DIRECTV

DUKE ENERGY

EAGLE BENEFITS BY DESIGN

ENVIRO-MASTER INTL FRANCHISE, INC.

EQUITY ONE INC

F P & L

FEDERAL EXPRESS CORP

FEDERAL INSURANCE COMPANY

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FLORIDA PUBLIC UTILITY

FORD MOTOR CREDIT CO

GARDA CL SOUTHEAST INC

GOLD COAST BEVER. LLC

GORDON FOOD SERVICE INC

GRAY ROBINSON PA

HADASSAH THE GREATER VENICE CHAPTER

HCI CABINETRY DIVISION INC

HIGHWOODS REALTY LIMITED PARTNERSHIP

IPFS CORPORATION

JAMESTOWN PCS LP

JOHNSON CONTROLS SECURITY SOLUTIONS

LAKE APOPKA NATURAL GAS DISTRICT

LEVIN, STEPHEN

LINKEDIN CORPORATION

MCKEE, BOB, LAKE COUNTY TAX COLLECTOR 

MESIROW INSURANCE SERVICES INC.

MIDLAND FUDING LLC AS SUCCSSO

NEC FINANCIAL SERVICES LLC

NEW CARBON COMPANY LLC

ORLANDO UTILITIES COMM

PACKAGING CORP OF AMERICAN

PALM BEACH COUNTY CHAPTER RIMS

PALM BEACH COUNTY SHERIFF'S OFFICE ALARM

PALM BEACH FIRE RESCUE

PEREZ, CARLOS

PITNEY BOWES GLOBAL FINANCIAL SER

PITNEY BOWES GLOBAL FINANCIAL SERVICES LLC

POWERMAT INC

PREMIER PRODUCE

PURATOS CORPORATION

REPUBLIC SERVICES #695

RIVERSIDE PAPER CO., INC.

ROSS, MICHAEL

ROSS, MIKE

RPP PALM BEACH PROPERTY LP

RYDER TRANSPORTATION SERVICES

SABAL DESIGN LLC

SEABREEZE PUBLICATIONS

SHOES FOR CREWS,INC.

SHOPCORE PROPERTIES LP

SMG

SOUTHERN GLAZERS WINE AND SPIRITS LLC

SOUTHGATE MALL OWNER LLC

STANDARD PARKING

STAPLES BUSINESS ADVANTAGE

SUN LIFE FINANCIAL

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SYSCO FOOD SERVICES

TECO PEOPLES GAS

THE C.F. SAUER COMPANY

THE REFUGE A HEALING PLACE LLC

THE VILLAGES GOLF CARS

THE VILLAGES OPERATING COMPANY

THOMAS REUTERS TAX & ACCOUNTING PROFESSI

T-MOBILE

TOWN OF PALM BEACH PLANNING ZONING

UCF ALUMNI CENTER

UCF ARENA

UCF CONVOCATION CORPORATION

UCF STUDENT UNION

UNITED STATES TREASURY

VERIZON DALLAS

VILLAGE CENTER CDD-UTILITY

WASHINGTON PRIME GROUP LP

WASTE MANAGEMENT INC OF FLORIDA 105453

WASTE PRO-ORLANDO

WEX BANK

ZENITH INSURANCE

ZENITH INSURANCE COMPANY

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52884250;1 

UNITED STATES BANKRUPTCY COURT 

SOUTHERN DISTRICT OF FLORIDA 

West Palm Beach Division 

www.flsb.uscourts.gov

In re: Chapter 11

TOOJAY’S MANAGEMENT LLC, Case No. 20-14792-EPK 

Debtor. 

/ 

ORDER ON DEBTORS’ EMERGENCY APPLICATION FOR 

APPROVAL, ON AN INTERIM AND FINAL BASIS, OF EMPLOYMENT 

OF MICHAEL I. GOLDBERG, EYAL BERGER, AND THE LAW FIRM 

OF AKERMAN LLP AS GENERAL BANKRUPTCY COUNSEL FOR THE 

DEBTORS-IN-POSSESSION EFFECTIVE AS OF THE PETITION DATE [ECF NO. _] 

THIS MATTER came before the Court on _________, 2020 at ___:00 a.m. upon 

the application (the “Application”) of Debtors,1for entry of an interim and final order, 

pursuant to 11 U.S.C. §§ 327(a) and 330 and Bankruptcy Rules 2014(a), 2016 and 6003, 

authorizing the Debtors to employ and retain Michael I. Goldberg, Esq. (“Goldberg”), Eyal 

1

 All terms not defined herein shall have the meaning ascribed in the Application. 

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52884250;1 2 

Berger, Esq. (“Berger”) and the law firm of Akerman LLP (“Akerman”) under a general 

retainer as its restructuring and general bankruptcy attorneys in their and their Filing 

Affiliates’ Chapter 11 cases (ECF No. ___). The Court, finding that good, adequate and 

sufficient cause has been shown to justify the entry of this order; and it appearing that the 

relief requested is in the best interests of the Debtors’ estates, their creditors and other 

parties in interest; and the Court having jurisdiction to consider the Application and the 

relief requested therein pursuant to 28 U.S.C. §§ 157 and 1334; and consideration of the 

Application and the relief requested therein being a core proceeding pursuant to 28 U.S.C. 

§ 157(b); and venue being proper before this Court pursuant to 28 U.S.C. §§ 1408 and 

1409; and the Court having reviewed the Application and the Declaration of Eyal Berger, a 

shareholder of Akerman, attached to the Application (the “Berger Declaration”); and the 

Court being satisfied based on the representations made in the Application and the Berger 

Declaration that, (a) Goldberg and Berger are duly qualified under Local Rule 2090-1(A) 

to practice in this Court, (b) Goldberg, Berger and Akerman do not hold or represent an 

interest adverse to the Debtors’ estates, and (c) Goldberg, Berger and Akerman are 

“disinterested persons” as defined in section 101(14) of the Bankruptcy Code and as 

required by section 327(a) of the Bankruptcy Code, and have disclosed any connections 

with parties set forth in Bankruptcy Rule 2014; and due and proper notice of the 

Application having been provided, and it appearing that no other or further notice need be 

provided; and after due deliberation and sufficient cause appearing therefor, it is 

ORDERED as follows: 

1. The Application is GRANTED effective as of the Petition Date. 

2. The Debtors are authorized to employ and retain Michael I. Goldberg, Eyal 

Berger and the law firm of Akerman as general counsel in these Chapter 11 cases to represent 

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52884250;1 3 

them and their Filing Affiliates in general bankruptcy matters and other proceedings that may 

arise during the course of the representation as set forth in the Application and in accordance 

with the terms of this Interim Order. 

3. The Court approves the terms in the engagement letter attached to the Berger 

Declaration on an interim basis. 

4. Akerman shall maintain contemporaneous time records with the rendition of 

services, and shall apply for compensation for professional services rendered and 

reimbursement of expenses incurred in connection with the Debtors’ and Filing Affiliates 

Chapter 11 cases in compliance with the applicable provisions of the Bankruptcy Code, Federal 

Rules of Bankruptcy Procedure, Local Rules, Guidelines for Fees Applications for Professionals 

in the Southern District of Florida in Bankruptcy Cases, and such other applicable procedures 

and orders of this Court. 

5. This Order shall remain in effect for a period of thirty days from the date the 

Court grants to Motion, or until otherwise ordered by the Court. 

6. This Court shall hold a final hearing on this Motion on __________, 2020 at 

_____ a.m./p.m. at the Flagler Waterview Building, 1515 North Flagler Drive, Suite 801, West 

Palm Beach, FL 33401. 

### 

Submitted By: 

Eyal Berger, Esq. 

AKERMAN LLP 

Counsel for Debtors-in-Possession 

350 East Las Olas Blvd., Suite 1600 

Fort Lauderdale, Florida 33301 

Tel: 954-463-2700 

Fax: 954-463-2224 

eyal.berger@akerman.com

[Attorney Berger is hereby directed to serve a conformed copy of this order on all interested 

parties and file a certificate of service conforming with Local Rule 2002-1(F).] 

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