UNITED STATES BANKRUPTCY COURT 

SOUTHERN DISTRICT OF FLORIDA 

Fort Lauderdale Division 

www.flsb.uscourts.gov 

In re: Chapter 11 

Case No.: 20-21594-SMG 

ALEXANDER DONG LEE, 

Debtor. 

___________________________/ 

DEBTOR’S SECOND AMENDED DISCLOSURE STATEMENT 

Furr & Cohen, P.A. 

Attorneys for the Debtor 

Robert C. Furr, Esq. 

Alvin S. Goldstein, Esq. 

2255 Glades Road, Suite 419A 

Boca Raton, Florida 33431 

(561) 395-0500

(561) 338-7532 fax

rfurr@furrcohen.com

agoldstein@furrcohen.com

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SUMMARY OF TREATMENT OF CLAIMS 

Creditor Class Claim Type Treatment 

JP Morgan Chase 

Bank 

1 Allowed 

Secured 

Claim 

JP Morgan Chase Bank’s Class 1 Claim 

is unimpaired and was paid in full when 

the property securing the claim was 

sold. The claimant will receive no 

further distribution. 

First United Bank 

& Trust Co. 

2 Allowed 

Secured 

Claim 

First United Bank & Trust Co.’s Class 2 

Claim is unimpaired and was paid in full 

when the property securing the claim 

was sold. The claimant will receive no 

further distribution. The note evidencing 

the claim was assigned to the Debtor in 

connection with the closing. 

First United Bank 

& Trust Co. 

3 Allowed 

Secured 

Claim 

First United Bank & Trust Co.’s Class 3 

Claim is unimpaired and was paid in full 

when the property securing the claim 

was sold. The claimant will receive no 

further distribution. 

Broward County 

Tax Collector 

4 Allowed 

Secured 

Claim 

Broward County Tax Collector’s Class 4 

Claim is unimpaired and was paid in full 

when the property securing the claim 

was sold. The claimant will receive no 

further distribution. 

Americredit 

Financial 

Services, Inc. 

5 Allowed 

Secured 

Claim 

The Claimant shall continue to be paid in 

accordance with the terms of the 

documents evidencing the Claim until 

such Claim has been paid in full. The 

Claimant shall retain any liens upon the 

collateral securing the Claim until such 

time as the Claim has been paid in full. 

Bank of America 6 Allowed 

Secured 

Claim 

The Debtor has abandoned his interest in 

the collateral securing the claim. To the 

extent necessary, the claimant will have 

relief from the automatic stay to pursue 

recovery of the collateral. The claimant 

will receive no further distribution from 

the estate. 

Great Midwestern 

Bank 

7 Allowed 

Secured 

Claim 

Great Midwestern Bank’s Class 7 Claim 

is unimpaired and was paid in full when 

the property securing the claim was 

sold. The claimant will receive no 

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further distribution. 

Great Midwestern 

Bank 

8 Allowed 

Secured 

Claim 

Great Midwestern Bank’s Class 8 Claim 

is unimpaired and was paid in full when 

the property securing the claim was 

sold. The claimant will receive no 

further distribution. 

Great Midwestern 

Bank 

9 Allowed 

Secured 

Claim 

Great Midwestern Bank’s Class 9 Claim 

is unimpaired and was paid in full when 

the property securing the claim was 

sold. The claimant will receive no 

further distribution. 

Toyota Motor 

Credit 

Corporation 

10 Allowed 

Secured 

Claim 

The Claimant shall continue to be paid in 

accordance with the terms of the 

documents evidencing the Claim until 

such Claim has been paid in full. The 

Claimant shall retain any liens upon the 

collateral securing the Claim until such 

time as the Claim has been paid in full. 

First United Bank 

& Trust Co. 

11 Allowed 

Secured 

Claims 

The Restaurant Entities will continue to 

service the debt in the ordinary course of 

business. The Debtor’s guaranty will 

remain in place. 

First United Bank 

& Trust Co. 

12 Allowed 

Secured 

Claim 

This debt will be paid in full at 

confirmation by Crazy Silk Sharks, Inc. 

from funds provided by the Debtor’s 

parents. 

First United Bank 

& Trust Co. 

13 Allowed 

Secured 

Claim 

Restaurant Entity, Crazy Blue Fish 

House LLC, shall continue to service the 

debt in the normal course of business 

and the creditor will continue to maintain 

its liens. The Debtor’s guaranty will 

remain in place. 

First United Bank 

& Trust Co. 

14 Allowed 

Secured 

Claim 

This debt will be paid in full at 

confirmation by El Loco Sakana Inc. 

from funds provided by the Debtor’s 

parents. 

Deanne Lee 15 Allowed 

Priority 

Claim 

The Debtor and Deanne Lee have 

resolved their issues as set forth in the 

Term Sheet attached hereto as Exhibit 

“D”. All the economic terms of the 

Agreement Incident to Divorce are 

incorporated into the Plan. Deanne Lee, 

as the holder of the Class 15 claim, will 

receive the payments and property as 

described, divided, allocated, transferred, 

and set aside to her under the terms of 

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the Agreement Incident to Divorce, 

including the present and future payment 

by the Debtor of the child support and 

spousal obligations set forth in the 

Agreed Divorce Decree. Specifically, 

the Debtor shall pay Deanne Lee 

$1,400,000 within 3 days of the 

Effective Date of the Plan and an 

additional $1,250,000 over 5 years as set 

forth in the agreements in monthly 

payments with interest at 60% amortized 

over 7 years. This debt shall be secured 

by a second Deed of Trust on the 

warehouse property. Certain payments 

for property division and support 

obligations of the Debtor under the terms 

of the Settlement Agreement will be 

evidenced by the Settlement Loan 

Documents. As a condition of the 

Settlement Agreement and as a condition 

of her support of the confirmation of the 

Plan, Deanne Lee has required the entry 

of the Bar Order, as more specifically 

described herein and in the Plan. As 

additional consideration for the Bar 

Order, Deanne Lee has agreed to transfer 

and convey to the Debtor any and all 

right, title, and interest in and to the 

Restaurant Entities and the Medical 

Practice Entities, such that, after the 

Effective Date, the Debtor will be the 

100% owner thereof. 

General 

Unsecured 

Claims 

16 Allowed 

General 

Unsecured 

Claims 

The holders of Allowed General 

Unsecured Claims will receive $500,000 

distributed pro rata on the Effective 

Date. Holders of Allowed General 

Unsecured Claims will receive no further 

distribution. 

Spouse Lease 

Guarantee Claims 

17 Allowed 

General 

Unsecured 

Claims 

In addition to any other treatment these 

claimants may receive in the Plan in 

Class 16, the Guaranteed Entities will 

also receive a total pro rata distribution 

at confirmation in Class 17 sufficient to 

pay them a total of $400,000 in the 

aggregate under classes 16 and 17.These 

funds shall be payable from the Debtor’s 

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exempt assets and, if necessary, from 

contribution by Deanne Lee and her 

consent to use assets upon which Deanne 

Lee has asserted a claim. The Bar Order 

described herein and in the Plan will be 

entered in favor of Deanne Lee in 

consideration for her agreement and 

conditioned on a release of her claims 

against all property of the Debtor’s estate 

other than the property she is to receive 

pursuant to and in accordance with the 

Term Sheet attached hereto as Exhibit 

“D”. 

 Landlord Galleria Mall Investors LLP 

("Galleria Mall") and Crazy Lion Fish, 

Inc. will execute a modified lease and 

related release agreement, pursuant to 

which Deanne Lee will be released from 

her obligations under that certain 

Guaranty, dated April 16, 2019(the 

"Galleria Dallas Guaranty"). Debtor shall 

remain as the sole guarantor under the 

Galleria Dallas Guaranty and will 

reaffirm his liability thereunder in the 

Plan. 

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DEBTOR’S SECOND AMENDED DISCLOSURE STATEMENT 

Alexander Dong Lee (referred to herein as the “Debtor,” and/or “Reorganized Debtor”) 

provides this Debtor’s Second Amended Disclosure Statement (the “Disclosure Statement”) to all 

known creditors of the Debtor in order to disclose the information deemed to be material, 

important, and necessary for a creditor to arrive at a reasonably informed decision in exercising its 

right to abstain from voting or to vote for acceptance or rejection of the Debtor’s Second Amended 

Plan of Reorganization (the “Plan”). A copy of the Second Amended Plan accompanies this 

Second Amended Disclosure Statement. 

Accompanying this Second Amended Disclosure Statement is an order from the 

Bankruptcy Court setting the time, date and location of the hearing on confirmation of the Second 

Amended Plan. You may vote on the Second Amended Plan by filling out and mailing the 

accompanying ballot form to the Court. Your ballot must be filed on or before the date set on the 

accompanying order. As a creditor, your vote is important. In order for the Second Amended Plan 

to be deemed accepted, of the ballots cast, creditors that hold as least 2/3 in amount and more than 

1/2 in number of the Allowed Claims of Impaired Classes must accept the Second Amended Plan. 

However, you are advised that the Debtor may be afforded the right under title 11 of the United 

States Code §§ 101 et seq. (the “Bankruptcy Code”) to have the Second Amended Plan confirmed 

over the objections of dissenting creditors consistent with the limitations set forth in the 

Bankruptcy Code. 

THE INFORMATION CONTAINED IN THIS SECOND AMENDED DISCLOSURE 

STATEMENT HAS BEEN SUBMITTED BY THE DEBTOR AND HIS ADVISORS AND 

MANAGEMENT, UNLESS SPECIFICALLY STATED TO BE FROM OTHER SOURCES. NO 

REPRESENTATIONS CONCERNING THE DEBTOR (PARTICULARLY AS TO HIS 

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BUSINESS OPERATIONS OR THE VALUE OF HIS PROPERTIES) ARE AUTHORIZED 

OTHER THAN AS SET FORTH IN THIS DISCLOSURE STATEMENT. ANY 

REPRESENTATIONS OR INDUCEMENTS MADE TO SECURE YOUR ACCEPTANCE 

WHICH ARE OTHER THAN AS CONTAINED IN THIS DISCLOSURE STATEMENT 

SHOULD NOT BE RELIED UPON BY YOU IN ARRIVING AT YOUR DECISION, AND 

SUCH ADDITIONAL REPRESENTATIONS AND INDUCEMENTS SHOULD BE 

REPORTED TO COUNSEL FOR THE DEBTOR, WHO IN TURN SHALL DELIVER SUCH 

INFORMATION TO THE UNITED STATES TRUSTEE FOR SUCH ACTION AS MAY BE 

DEEMED APPROPRIATE. 

You are urged to carefully read the contents of this Second Amended Disclosure Statement 

before making your decision to accept or reject the Second Amended Plan. Particular attention 

should be directed to the provisions of the Second Amended Plan affecting or impairing your rights 

as they presently exist. The terms used herein have the same meaning as in the Second Amended 

Plan unless the context hereof requires otherwise. 

 ARTICLE I 

 DEFINITIONS 

The Definitions set forth in Article I of the Plan are incorporated herein. 

 ARTICLE II 

 PRELIMINARY STATEMENT AND 

 HISTORY AND FINANCIAL CONDITION OF DEBTOR 

(A) HISTORY OF DEBTOR AND SUMMARY OF REASONS FOR FILING PETITION 

The Debtor filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code in 

the United States Bankruptcy Court for the Southern District of Florida on October 23, 2020. 

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The Debtor is a physician and a restauranteur. He graduated from Tulane University 

Medical School in New Orleans, Louisiana in 1990 and finished his residency program in 

emergency medicine from LSU/Charity Hospital in 1994. The Debtor moved to Dallas, Texas in 

1994 and began his career in emergency medicine. In 2002, the Debtor moved to Florida and 

worked for an emergency practice in Florida for the next ten years. In 2015, he purchased an 

interest in an ER practice in Dallas and traveled back and forth between Florida and Texas but 

never gave up his Florida residency as he loved living on the water and boating at his home in 

Florida. 

In 1998, the Debtor, his sister, Julie Osborn (Lee) and his parents, David Lee and Jung S. 

Lee, opened a Japanese restaurant named The Blue Fish Japanese restaurant near downtown 

Dallas, Texas. The restaurant was very successful, and the Debtor and his family began expanding 

one restaurant at a time in Texas. 

By 2019, there were 12 restaurants, including two restaurants outside of Texas, in 

Breckenridge, Colorado and Boca Raton, Florida. In 2019, the Debtor and his family also began 

franchising restaurants to third parties and successfully franchised two existing restaurants in 

Dallas, Texas. There was much demand for franchise units in general and the Debtor and his 

family signed multiple deals to franchise five additional units in late 2019. The Debtor and his 

family also began an aggressive expansion plan to expand beyond Texas and signed lease 

agreements at multiple units, in Texas as well as in Boca Raton, Florida and Louisiana. The 

business plan was to fund the new expansions with proceeds from the sales of franchised units. 

In September 2019, the Debtor’s spouse, Deanne Lee (“Deanne Lee” or “Spouse”) filed 

her Petition for Divorce in DF-19-18473 (the “Divorce Proceeding”) in the 254th Judicial District 

Court (the “Texas Family Court”) of Dallas County, Texas. Unfortunately, in March of 2020, the 

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COVID-19 pandemic began and the whole country went into a lock down for about two months. 

As a result, all of the restaurants halted operations. Furthermore, all franchise plans came to an 

abrupt halt as the prospective franchisees were unable to obtain third party funding. At that time, 

all banks ceased funding new businesses for an indefinite period of time. The plan to franchise 

five units and use their proceeds to fund the additional units came to a complete standstill. 

When the lock down slowly lifted, sales at the restaurants were down more than fifty 

percent across the board. The Debtor exhausted his cash reserves within a span of months. In an 

attempt to save some restaurants, the Debtor had to close units that were not as profitable and 

downsize restaurant operations quite a bit. Units in Katy, Texas, Sugar Land, Texas, The 

Woodlands, Texas, Houston downtown, Texas, Irving, Texas, North Dallas, Texas and Boca 

Raton, Florida were all closed. 

The Debtor had signed multiple personal guarantees on leases and was therefore personally 

liable after the restaurants closed. As result, the Debtor filed for chapter 11 protection to reorganize 

his business and personal finances. As noted, the Debtor has also been in the midst of divorce 

proceedings with his spouse. His spouse, Deanne Lee, has also guaranteed some of the leases. 

Currently nine restaurants are operating, two as franchises and seven as corporate units. 

Additional restaurants may close if sales do not recover, even though the Debtor has greatly 

improved efficiency in terms of lower labor costs and negotiated considerable concessions from 

several landlords through this unprecedented period. 

(B) SIGNIFICANT EVENTS DURING THE BANKRUPTCY CASE 

1. Retention of Professionals/ Motion to Establish Procedures for Monthly Payment 

 The Debtor, through counsel, filed an application to employ Robert C. Furr, Esq. and the 

law firm of Furr & Cohen, P.A. as their general bankruptcy counsel on October 30, 2020 [ECF 

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12]. A final order approving the employment application was entered on December 1, 2020 [ECF 

48]. 

 The Debtor, through counsel, filed an application to employ Soneet R. Kapila and the 

accounting firm of KapilaMukamal, LLP as accountants on November 11, 2020 [ECF 22] and an 

order approving the employment application was entered on December 9, 2020 [ECF 53]. 

 The Debtor, through counsel, filed an application to employ Ashley McDowell, Esq. and 

the law firm of Turner, McDowell, Rowan, PLLC and Laura Dale, Esq. and Laura Dale & 

Associates, P.C. to represent him as special co-counsel in his pending divorce proceedings in Texas 

[ECF No. 114]. Deanne Lee, the Debtor’s estranged spouse filed a limited objection to the 

application [ECF No. 135]. The Court approved the retention after the objections were resolved. 

 To more efficiently manage the administration of the estates and the compensation to 

chapter 11 professionals, on December 17, 2020, the Debtor filed the Debtor’s Motion to Establish 

Procedures For Monthly and Interim Compensation and Reimbursement of Expenses [ECF 56] to 

authorize the compensation of his chapter 11 professionals through a monthly payment procedure. 

The Bankruptcy Court entered an order on January 22, 2021 approving the procedures [ECF 96]. 

2. Meeting of Creditors / Committee of Creditors 

 The 341 Meeting of Creditors was conducted on November 20, 2020 [ECF 4], and it was 

concluded on that day. Until further notice, the United States Trustee will not appoint a committee 

of creditors pursuant to section 1102 of the Bankruptcy Code. 

3. Property Sales 

 As part of his efforts to reduce his monthly expenses and liquidate assets for the benefit of 

creditors, the Debtor retained brokers to sell the real properties located at 2420 NE 33rd Street, 

Lighthouse Point, FL; 42 Snowflake Drive, Unit 518, Breckenridge, CO; 42 Snowflake Drive, 

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Unit 410, Breckenridge, CO; and 465 Four O’clock Road, Building A, Unit 303, Breckenridge, 

CO. The Debtor obtained contracts for the sale of the four properties, filed motions to obtain 

Bankruptcy Court approval for the sales [ECF Nos. 79, 80, 81 and 82] and orders have been entered 

approving the sales [ECF Nos. 110, 117, 119 and 136]. The sales have all closed. The proceeds 

were divided with his wife. 

4. Homestead Sale and Transfer of Homestead to Proceeds 

 In connection with the sale of his homestead property [ECF No. 80], the Debtor also filed 

a motion to sell the Debtor’s household goods and furnishings and selected art to the purchaser 

[ECF No. 131] and an order has been entered approving the sale [ECF No. 137]. As part of the 

sale order, the note to First United Bank which was a second lien on the home was paid off and 

assigned to the Debtor. A copy of the assignment is attached hereto as Exhibit “A”. The Debtor 

has amended his schedules to claim this note as proceeds of his homestead [ECF No. 154]. In 

addition, the net proceeds at closing were placed into the trust account of Furr and Cohen, P.A., 

counsel for the Debtor. Furr and Cohen is also holding the note and collecting the payments. If 

the homestead exemption is allowed, approximately $2,400,000 of the proceeds from the sale of 

the Debtor’s home will be exempt, but subject to claims of his wife. 

 As a result of the Debtor’s sales of the Breckenridge, Colorado properties, he was no longer 

in need of a 2010 Lexus LX570 located in Colorado and therefore filed a motion to sell the vehicle 

[ECF No. 115], and an order has been entered approving the sale [ECF No. 138]. 

5. Stay Relief Motion

The Debtor’s estranged spouse, Deanne Lee, filed Deanne Lee’s Motion to Lift Automatic 

Stay [ECF No. 72] to authorize the Texas Family Court presiding over the Debtor’s Divorce 

Proceeding to finalize the divorce proceeding, including the division of property. The Debtor 

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consented to the relief requested and an order was entered granting the motion [ECF No. 101]. 

6. Judicial Settlement Conference with Deanne Lee

 Deanne Lee asserted an ownership interest in virtually all of the Debtor’s assets, exempt 

and non-exempt, along with other claims and causes of action against the Debtor arising out of 

both the Divorce Proceeding and the Debtor’s bankruptcy case, including, but not limited to the 

claims specifically identified and described in Proof of Claim No. 23 filed by Deanne Lee on 

December 3, 2020. As a result of these claims, the Debtor would have been unable to confirm a 

plan until such time as the claims were resolved. As a result, on July 7, 2021, the Debtor, Deanne 

Lee, along with their respective bankruptcy counsel and divorce counsel participated in a judicial 

settlement conference before the Honorable Paul G. Hyman. The Debtor and Deanne Lee resolved 

their economic issues and agreed to the treatment of Ms. Lee’s claims as set forth on the record by 

Judge Paul Hyman and memorialized the Agreement Incident to Divorce and in the Term Sheet 

attached hereto as Exhibit “D”. In the Texas divorce proceeding the parties have agreed on a 

mediated Settlement Agreement, an Agreed Final Decree of Divorce and an Agreement Incident 

to Divorce. Those documents are not filed in this Chapter 11 proceeding to protect privacy issues 

of the family. Copies may be provided to the Court for its in camera review. 

 As a condition of the settlement and as a condition of her support of the confirmation of 

the Plan, Deanne Lee has required the entry of the Bar Order, as more specifically described herein. 

As additional consideration for the Bar Order, Deanne Lee has agreed to transfer and convey to 

the Debtor any all rights, title, and interest in and to the Restaurant Entities and the Medical 

Practice Entities, such that, after the Effective Date, the Debtor will be the 100% owner thereof. 

The Debtor would be unable to confirm the Plan absent the settlement with Deanne Lee. 

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7. Texas Community Property Law. 

 The Debtor’s divorce was filed in Texas. During the marriage the debtor and his spouse 

have lived both in Texas and Florida and owned assets in Colorado. The debtor maintained that 

his residence was in Florida and the wife maintained it was in Texas. Many of their assets were 

in Texas. In the Texas divorce, Texas community property law was important to consider in 

resolving the divorce and division of property. 

 Section 541 of the Bankruptcy Code provides that property of the estate includes “all 

interests of the debtor and the debtor’s spouse in community property as of the commencement of 

the case that is – (A) under the sole, equal or joint management and control of the debtor; or (B) 

liable for an allowable claim against the debtor, or for both an allowable claim against the debtor 

and an allowable claim against the debtor’s spouse, to the extent that such interest is so liable.” 11 

U.S.C. §541(a)(2). The term “community property” is not defined by the Bankruptcy Code but is 

a term-of-art used to describe property that may be purchased or held by a married person living 

in a state that uses a community property system. In re Robertson, 203 F.3d 855, 859 (5th Cir. 

2000). Texas is a community property state. 

 Under Texas law, all property acquired by either spouse during the marriage is community 

property, unless characterized as separate property. TEX FAM. CODE §3.002. Separate property 

is that which is owned before marriage or acquired during marriage through gift, devise or descent. 

TEX. FAM. CODE §3.001. Property possessed by either spouse during marriage is presumed to 

be community property. TEX. FAM. CODE §3.003(A). The community property presumption 

may be overcome by tracing and identifying the separate property. Cockerham v. Cockerham, 527 

S.W.2d 162, 167 (Tex. 1975). 

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 Texas law distinguishes between sole management community property and joint managed 

community property. See Montemayor v. Ortiz, 208 S.W.3d 627, 643 (Tex. App. – Corpus Christi, 

2006). Under Texas law, “each spouse has the sole management, control and disposition of 

community property that the spouse would have owned if single, including (1) personal earnings; 

(2) revenue from separate property; (3) recoveries for personal injury; (4) the increase and 

mutations of, and the revenue from, all property subject to the spouse’s sole management, control 

and disposition.” TEX. FAM. CODE §3.102(A). Marital property subject to the sole management, 

control and disposition of one spouse will not be subject to any non tortious liability of the other 

spouse. See TEX. FAM. CODE §3.202. 

 Marital property liability rules in Texas are complex. Creditors’ claims to marital property 

vary based upon the type of property involved. See TEX. FAM. CODE §3.202. 

1) Rules of Marital Property Liability – TEX. FAM. CODE §3.202: 

(a) A spouse’s separate property is not subject to the liability of the 

other spouse unless both spouses are liable by other rules of law. 

(b) Unless both spouses are personally liable as provided by Section 4.031 of 

this code, the community property subject to a spouse's sole management, 

control and disposition is not subject to: 

(1) any liabilities that the other spouse incurred before marriage; or 

(2) any non-tortious liabilities that the other spouse incurs during 

marriage. 

(c) The community property subject to a spouse's sole or joint management, control 

and disposition is subject to the liabilities incurred by him or her before or during 

marriage. 

(d) All the community property is subject to tortuous liability of either spouse incurred 

during marriage. 

 When liability attaches to marital property under TEX. FAM. CODE §3.202, the property remains 

subject to execution by creditors as long as both the debt and property exist. Creditors’ rights of execution 

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are not affected by the death of either spouse or by divorce. See TEX. PROB. CODE §156 (community 

liabilities continue after death); See also (Tex. App.- Houston 14th Dist. 1981, writ ref’d n.r.e.) (community 

liabilities continue after divorce. 

(C) SOURCE OF FINANCIAL INFORMATION 

The source of financial information for this Disclosure Statement and the accompanying 

Plan is from reports from the Debtor and his professionals. The financial information has not been 

audited. 

ARTICLE III 

DEBTORS’ OPERATION AND STRUCTURE 

(A) SYNOPSIS OF OPERATION IN CHAPTER 11 

During the course of this chapter 11 bankruptcy proceeding, the Debtor operated as a 

Debtor in Possession. The Debtor has maintained adequate insurance and has and will continue to 

file all monthly operating reports and pay all U.S. Trustee fees. 

 (B) PROJECTED FEASIBILITY OF PLAN 

The Debtor believes that there is minimal risk to creditors as to the completion of the Plan. 

The Plan will be funded primarily by the Debtor’s Cash on Hand, operating income, income 

generated from property sales and any additional Cash held by the Debtor and contributions by the 

Debtor’s parents as of the date of the Confirmation Hearing. All payments take place at 

confirmation. Based on the foregoing, the Debtor asserts that he is able to perform all of his 

obligations under the Plan, and as such, the Plan satisfies section 1129(a)(11) of the Bankruptcy 

Code. 

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(C) EXECUTORY CONTRACTS 

Article VI of the Plan entitled “Executory Contracts” indicates that all executory contracts 

and unexpired leases of the Debtor not expressly assumed will be rejected. The Debtor has 

previously assumed the lease with GHW Associates LLP [ECF No. 172]. 

 (D) OBJECTIONS TO CLAIMS AND PREFERENCE ANALYSIS 

Pursuant to the Plan, the Debtor may object to any scheduled Claim or POC. Such an 

objection shall preclude the consideration of any Claims as “Allowed” for the purposes of timely 

distributions in accordance with the Plan. The deadline to file non-governmental claims is January 

4, 2021, and the deadline to file governmental claims is April 21, 2021. At the time of the filing of 

this Disclosure Statement, the Debtor has filed his initial claims objections and is in the process of 

analyzing Claims and determining whether to object to any other Claims. 

 All indebtedness scheduled by the Debtor, which is not scheduled as disputed, contingent 

or unliquidated, or any indebtedness set forth in a properly executed and filed proof of claim, shall 

be deemed an allowed claim unless the same is objected to, and the objection thereto is sustained 

by the Court. 

THE DEBTOR RESERVES HIS RIGHTS TO FILE FURTHER OBJECTIONS TO 

CLAIMS, SCHEDULED AND NON-SCHEDULED, AS WELL AS OBJECTIONS TO 

ADMINISTRATIVE EXPENSES, AND/OR SEEK RECONSIDERATION OF THE 

ALLOWANCE OF ANY CLAIM. The deadline to file objections to claims will be established by 

this Court’s order setting a confirmation hearing. 

The Debtor has not yet identified any potential preference or voidable transfer actions. The 

Debtor continues to analyze whether there are any other avoidance actions which the Debtor can 

pursue, but as of the time of this filing, believes that none exist that would merit the use of the 

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estate’s resources, due to collectability and/or probability of litigation success. 

ARTICLE IV 

TREATMENT OF CLAIMS AND INTERESTS UNDER THE PLAN 

4.1 General. Unless otherwise specified, all payments under this Plan shall be paid three 

days following the Effective Date, which will be the fifteenth day following the date on which the 

Bankruptcy Court enters a Final Order of confirmation on its docket, and in the event that such 

date is a Saturday, Sunday, or legal holiday, the next day thereafter. 

4.2 Administrative Claims. All Allowed Administrative Claims shall be paid (a) in full on 

the Effective Date or, if such expense is objected to, the date of a Final Order allowing any such 

administrative claim, whichever is later; or (b) upon such other terms as may be agreed to between 

the Debtor and each such administrative claimant. 

An Administrative Claim is “allowed” if, at a minimum, a claimant/creditor requests 

payment by the Administrative Claims Bar Date (defined below), with the exception of (a) counsel 

for the Debtor and other professionals of the estates, who shall file a fee application by the deadline 

set by the Bankruptcy Court, approximately twenty-one (21) days before the plan confirmation 

hearing; (b) the Office of the U.S. Trustee; and (c) the clerk of the Bankruptcy Court. All 

administrative expenses are subject to Bankruptcy Court approval. 

ADMINISTRATIVE CLAIMS BAR DATE: All requests for payment of Administrative 

Claims, other than with respect to applications for payment of professional fees and other than 

U.S. Trustee and court fees, shall be filed with the Court and served upon the Debtor at least three 

days before the Confirmation Hearing, or by such earlier deadline as may apply to such 

Administrative Claim pursuant to an earlier order of the Court. Except as provided herein, any 

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Administrative Claim for which an application or request for payment is not filed within such time 

period shall be discharged and forever barred. 

3.3 All fees due under 11 U.S.C. §1129(a)(12) shall be paid as required by 28 U.S.C. §1930. 

3.4 Tax Claims. Priority tax claims are assessed, unsecured income, employment, and other 

taxes as described by section 507(a)(8) of the Bankruptcy Code. Although the Debtor does not 

believe there are any such claims, to the extent there are, they shall be paid in full on the Effective 

Date. 

3.5 Classification of Claims. 

Class 1 – Allowed Secured Claim of JPMorgan Chase Bank: 

 (a) Description: Class 1 consists of the secured claim of JPMorgan Chase Bank, 

National Association, secured by a mortgage on the Debtor’s homestead, located at 2420 NE 33rd

Street, Pompano Beach, Florida. The claimant filed POC #37 in the amount of $619,103.73. 

 (b) Treatment: This claim is unimpaired and was paid in full when the property 

securing the claim was sold. The claimant will receive no further distribution. 

 (c) Impairment: The Class 1 Claim is unimpaired and the Class 1 Claimholder is not 

entitled to vote to accept or reject the Plan. 

Class 2 – Allowed Secured Claim of First United Bank & Trust Co.: 

 (a) Description: Class 2 consists of the secured claim of First United Bank & Trust 

Co., secured by a mortgage on the Debtor’s homestead, located at 2420 NE 33rd Street, Pompano 

Beach, Florida. The claimant filed POC #46 in the amount of $1,864,444.45. 

 (b) Treatment: This claim is unimpaired and was paid in full when the property 

securing the claim was sold. The claimant will receive no further distribution. The note 

evidencing the claim was assigned to the Debtor in connection with the satisfaction of the 

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obligation. 

 (c) Impairment: The Class 2 Claim is unimpaired and the Class 2 Claimholder is not 

entitled to vote to accept or reject the Plan. 

Class 3 – Allowed Secured Claim of First United Bank & Trust Co.: 

 (a) Description: Class 3 consists of the secured claim of First United Bank & Trust 

Co., secured by a mortgage on the Debtor’s homestead, located at 2420 NE 33rd Street, Pompano 

Beach, Florida. The claimant filed POC #47 in the amount of $170.86. 

 (b) Treatment: This claim is unimpaired and was paid in full when the property 

securing the claim was sold. The claimant will receive no further distribution. 

 (c) Impairment: The Class 3 Claim is unimpaired and the Class 3 Claimholder is not 

entitled to vote to accept or reject the Plan. 

Class 4 – Allowed Secured Claim of Broward County Tax Collector 

 (a) Description: Class 4 consists of the secured claim of the Broward County Tax 

Collector for 2020 property taxes, secured by the Debtor’s homestead, located at 2420 NE 33rd

Street, Pompano Beach, Florida. The claimant filed POC #15 in the amount of $35,997.11. 

 (b) Treatment: This claim is unimpaired and was paid in full when the property 

securing the claim was sold. The claimant will receive no further distribution. 

 (c) Impairment: The Class 4 Claim is unimpaired and the Allowed Class 4 

Claimholder is deemed to have accepted the Plan. 

Class 5 – Allowed Secured Claim of Americredit Financial Services, Inc. 

 (a) Description: Class 5 consists of the Allowed Secured Claim of Americredit 

Financial Services, Inc. based on amounts due pursuant to an automobile loan for a 2020 GMC 

Yukon XL. The claimant filed POC #3 in the amount of $79,644.33. 

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 (b) Treatment: The Claimant shall continue to be paid in accordance with the terms 

of the documents evidencing the Claim until such Claim has been paid in full. The Claimant 

shall retain any liens upon the collateral securing the Claim until such time as the Claim has been 

paid in full. 

 (c) Impairment: The Class 5 Claim is unimpaired and the Allowed Class 5 

Claimholder is deemed to have accepted the Plan. 

Class 6 – Allowed Secured Claim of Bank of America 

 (a) Description: Class 6 consists of the Allowed Secured Claim of Bank of America 

based on amounts due pursuant to a loan for the purchase of an N 2007 Sea Ray 52DB boat. The 

claimant filed POC #1 in the amount of $408,104.36 

 (b) Treatment: Pursuant to the Proposed Notice of Abandonment [ECF No. 62], filed 

by the Debtor on December 24, 12, 2020, the Debtor has abandoned his interest in the collateral 

securing the claim. To the extent necessary, the claimant will have relief from the automatic stay 

to pursue recovery of the collateral. The claimant will receive no further distribution from the 

estate. 

 (c) Impairment: The Class 6 Claim is unimpaired and the Allowed Class 6 

Claimholder is deemed to have accepted the Plan. 

Class 7 – Allowed Secured Claim of Great Midwestern Bank 

 (a) Description: Class 7 consists of the Allowed Secured Claim of Great Midwestern 

Bank, secured by a mortgage on property located at 465 Four O’Clock Road, #303A, 

Breckenridge, Colorado. The Debtor scheduled the claim at $425,264.90. 

 (b) Treatment: This claim is unimpaired and was paid in full when the property 

securing the claim was sold. The claimant will receive no further distribution. 

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 (c) Impairment: The Class 7 Claim is unimpaired and the Class 7 Claimholder is not 

entitled to vote to accept or reject the Plan. 

Class 8 – Allowed Secured Claim of Great Midwestern Bank 

 (a) Description: Class 8 consists of the Allowed Secured Claim of Great Midwestern 

Bank, secured by a mortgage on property located at 42 Snowflake Drive, Breckenridge, 

Colorado. The Debtor scheduled the claim at $683,818.29. 

 (b) Treatment: This claim is unimpaired and was paid in full when the property 

securing the claim was sold. The claimant will receive no further distribution. 

 (c) Impairment: The Class 8 Claim is unimpaired and the Class 8 Claimholder is not 

entitled to vote to accept or reject the Plan. 

Class 9 – Allowed Secured Claim of Great Midwestern Bank 

 (a) Description: Class 9 consists of the Allowed Secured Claim of Great Midwestern 

Bank, secured by a mortgage on property located at 42 Snowflake Drive, Breckenridge, 

Colorado. The Debtor scheduled the claim at $305,217.89. 

 (b) Treatment: This claim is unimpaired and was paid in full when the property 

securing the claim was sold. The claimant will receive no further distribution. 

 (c) Impairment: The Class 9 Claim is unimpaired and the Class 9 Claimholder is not 

entitled to vote to accept or reject the Plan. 

Class 10 – Allowed Secured Claim of Toyota Motor Credit Corporation 

 (a) Description: Class 10 consists of the Allowed Secured Claim of Toyota Motor 

Credit Corporation based on amounts due pursuant to an automobile loan for a 2020 Lexus 

RX350. The claimant filed POC #16 in the amount of $44,950.00. 

 (b) Treatment: The Claimant shall continue to be paid in accordance with the terms 

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of the documents evidencing the Claim until such Claim has been paid in full. The Claimant 

shall retain any liens upon the collateral securing the Claim until such time as the Claim has been 

paid in full. 

 (c) Impairment: The Class 10 Claim is unimpaired and the Allowed Class 10 

Claimholder is deemed to have accepted the Plan. 

Class 11 – Allowed Secured Claims of First United Bank & Trust Co. 

 (a) Description: Class 11 consists of the Allowed Secured Claims of First United 

Bank & Trust Co. based on personal guarantees of debts of the Debtor’s subsidiaries. The 

claimant filed POC #29, 30, 31, 32, 33, 34, ,35, 36, 40 and 41, all claiming an amount due of $0 

and asserting a security interest in a certificate of deposit of one of the Debtor’s Restaurant 

Entities. 

 (b) Treatment: The Restaurant Entities will continue to service the debt in the 

ordinary course of business. The Debtor will remain on his personal guaranty. 

 (c) Impairment: The Class 11 Claim is impaired. 

Class 12 – Allowed Secured Claim of First United Bank & Trust Co. 

 (a) Description: Class 12 consists of the Allowed Secured Claim of First United Bank 

& Trust Co. based on amounts due to the claimant as a result of the Debtor’s guaranty of 

obligations from Restaurant Entity, Crazy Silky Sharks, Inc. to the claimant. The claimant filed 

POC #43 in the amount of $100,423.02, which asserts that the value of the collateral exceeds the 

amount of the claim. 

 (b) Treatment: This claim shall be paid at confirmation by Crazy Silk Sharks., Inc. 

from funds provided by the Debtor’s parents. 

 (c) Impairment: The Class 12 Claim is unimpaired. 

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Class 13 – Allowed Secured Claim of First United Bank & Trust Co. 

 (a) Description: Class 13 consists of the Allowed Secured Claim of First United Bank 

& Trust Co. based on amounts due to the claimant as a result of the Debtor’s guaranty of 

obligations from Restaurant Entity, Crazy Blue Fish House LLC to the claimant. The claimant 

filed POC #44 in the amount of $1,662,700.77, which asserts that the value of the collateral 

exceeds the amount of the claim. The main collateral is a warehouse owned by Crazy Blue Fish 

House LLC. 

 (b) Treatment: Crazy Blue Fish House LLC will continue to service the debt in the 

normal course of business and the creditor will continue to maintain its first priority mortgage lien 

on the real property and improvements. As noted in the provisions relating to the Class 15 claim 

below, Deanne Lee will be granted a second priority mortgage lien inferior to the first priority 

mortgage lien securing the Class 13 Claim as part of the Bankruptcy Settlement Agreement. The 

Debtor will remain on his personal guaranty. 

 (c) Impairment: The Class 13 Claim is impaired. 

Class 14 – Allowed Secured Claim of First United Bank & Trust Co. 

 (a) Description: Class 14 consists of the Allowed Secured Claim of First United Bank 

& Trust Co. based on amounts due to the claimant as a result of the Debtor’s guaranty of 

obligations from Restaurant Entity, El Loco Sakana, Inc. to the claimant. The claimant filed POC 

#45 in the amount of $214,392.55, which asserts that the value of the collateral exceeds the amount 

of the claim. 

 (b) Treatment: This claim will be paid in full at confirmation by El Loco Sakana, 

Inc., from funds provided by the Debtor’s parents. 

 (c) Impairment: The Class 14 Claim is unimpaired. 

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Class 15 – Allowed Priority Claim of Deanne Lee 

 (a) Description: The Class 15 Claim consists of the Allowed Priority Claim of Deanne 

Lee, the Debtor’s estranged spouse, arising out of pre-petition and post-petition claims for (i) 

spousal support and child support, which claims are domestic support obligations under Section 

101(14) of the Bankruptcy Code, and (ii) claims for reimbursement, contribution, indemnity, and 

attorney’s fees, and is evidenced by the Spouse POC1. 

 (b) Treatment: Deanne Lee filed her Motion to Lift Automatic Stay [ECF No. 72] on 

January 8, 2021, seeking relief from the automatic stay so that the Divorce Action can be finalized. 

Stay relief has been granted [ECF No. 101] and the Debtor and Deanne Lee have resolved their 

issues as set forth on the record by Judge Paul Hyman and memorialized in the Bankruptcy 

Settlement Agreement, Agreed Divorce Decree, and Agreement Incident to Divorce. The 

Economic terms of the Divorce are described on the attached Term Sheet hereto as Exhibit “D”. 

All the economic terms of the Agreement Incident to Divorce are incorporated into the Debtor’s 

Plan and constitute the treatment of Deanne Lee’s Class 15 claim. In addition to division of certain 

property, she is to be paid $1,400,000 within three days of the effective date of the Plan and an 

additional $1,250,000 payable for a term of 5 years, amortized over 7 years with an interest rate of 

6%. Payments for 59 months shall be in the amount of $18,260.69 with a final balloon payment in 

month 60 of the remaining principal. This note shall be secured by a lien on the Warehouse real 

and personal property second only to the lien of First United Bank and shall be guaranteed by all 

of the restaurant entities. This debt shall be non-dischargeable. Deanne Lee, as the holder of the 

Class 15 claim, will receive the payments and property as described, divided, allocated, 

transferred, and set aside to her under the terms of the Settlement Agreement, including the present 

1

 The Spouse POC was filed in an undetermined priority amount. 

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and future payment by the Debtor of the child support and spousal obligations set forth in the 

Agreed Divorce Decree. Certain payments for property division and support obligations of the 

Debtor under the terms of the Settlement Agreement will be evidenced by the Settlement Loan 

Documents, including the granting of a second priority lien against the warehouse property owned 

by Crazy Blue Fish House, LLC as referenced in the provisions regarding the treatment of the 

Class 13 Claim above. As a condition of the Settlement Agreement and as a condition of her 

support of the confirmation of this Plan, Deanne Lee has required the entry of the Bar Order, as 

more specifically described herein. As additional consideration for the Bar Order, Deanne Lee has 

agreed to transfer and convey to the Debtor any and all rights, title, and interest in and to the 

Restaurant Entities and the Medical Practice Entities, such that, after the Effective Date, the Debtor 

will be the 100% owner thereof. 

 (c) Impairment: The Class 15 Claim is impaired and entitled to vote to accept or reject 

the Plan. Under the terms of the Settlement Agreement, Deanne Lee has agreed to vote to accept 

the Plan; provided, however, that Deanne Lee has reserved the right to withdraw such support and 

vote for acceptance of the Plan in the event of (a) any changes, modifications, or revisions of the 

terms and provisions of the Settlement Agreement; (b) changes or modifications of the treatment 

of her Class 15 Claim; (c) the failure of the Family Court to approve the Agreed Divorce Decree, 

or (d) the failure of the Bankruptcy Court to approve the Bar Order. 

Class 16 – Allowed General Unsecured Claims 

 (a) Description: Class 16 consists of the Allowed Claims of the general unsecured 

creditors of the Debtor. A list of all creditors, including general unsecured creditors, is attached 

as Exhibit “B” to the Disclosure Statement. 

 (b) Treatment: As provided in additional detail in the Liquidation Analysis, attached as 

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Exhibit “C” to the Disclosure Statement, the Debtor estimates that if this case were converted to 

a Chapter 7 case, the holders of Class 16 Claims would receive little or no distribution. If the Plan 

is confirmed, each holder of an Allowed general unsecured Claims against the Debtor will receive 

its share of $500,000 distributed pro rata on the Effective Date. Holders of Allowed General 

Unsecured Claims will receive no further distribution. The pro rata distribution to the Class 16 

claimants shall be in full satisfaction, settlement, release and discharge of their respective Allowed 

Class 16 Claims. The Debtor estimates that there will be slightly greater than $5 Million of allowed 

General Unsecured Claims and, therefore, the distribution paid to each holder of an Allowed 

General Unsecured Claim on the Effective Date will be slightly less than 10%. 

 (c) Impairment: The Class 16 Claims are impaired and any of the Allowed Class 16 

Claimholders are entitled to vote to accept or reject the Plan. 

Class 17 – Allowed Spouse Lease Guarantee Claims 

 (a) Description: Class 17 consists of the Allowed Claims of the Guaranteed Entities. 

 (b) Treatment: In addition to any other treatment such Restaurant Entities may receive 

in the Plan in Class 16, the Guaranteed Entities that have filed claims, First Colony Mall, claim 

#48 and Crocker Downtown Development, claim #49, will also receive a pro rata distribution 

sufficient to make their aggregate total distribution under the Second Amended Plan $400,000. 

This payment shall be payable from the Debtor’s exempt assets, upon which Deanne Lee has 

asserted a claim and contributed by Deanne Lee. The Bar Order described herein will be entered 

in favor of Deanne Lee in consideration for her contribution to the lease guarantee creditors and 

her agreement to release her claims against all property of the Debtor’s estate other than the 

property she is to receive pursuant to and in accordance with the Settlement Agreement. The 

Debtor would be unable to confirm the Plan (or any plan) without Deanne Lee’s agreement to 

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release her asserted claims described in the Spouse POC against estate property. Landlord Galleria 

Mall Investors LLP ("Galleria Mall") and Crazy Lion Fish, Inc. will execute a modified lease and 

related release agreement, pursuant to which Deanne Lee will be released from her obligations 

under that certain Guaranty, dated April 16, 2019 (the "Galleria Dallas Guaranty"). Debtor shall 

remain as the sole guarantor under the Galleria Dallas Guaranty and will reaffirm his liability 

thereunder in the Plan. 

 (c) Bar Order. With respect to the Guaranteed Entities, the Confirmation Order 

shall contain a “Bar Order” under and pursuant to section 105 of the Bankruptcy Code to the effect 

that, except as expressly otherwise permitted by the Plan, Confirmation Order, or the 

Settlement Agreement, all Barred Persons (as defined below) are permanently enjoined, 

restrained and barred, as of the Effective Date of the Plan, from filing, commencing, 

conducting, asserting, litigating, or continuing in any manner, directly, indirectly or 

derivatively, any suit, action, claim, demand, or other proceeding (including without 

limitation, any proceeding in any judicial, arbitral, administrative, or other forum) against, 

implicating, or involving Deanne Lee and any real or personal property retained, awarded, 

or transferred to her in accordance with the terms of the Settlement Agreement, or the Plan, 

regarding any and all obligations or liabilities she might have, if any, with respect to: 

(a) any claims by any creditors of the Debtor for any guarantees of leases relating 

to real property occupied by Debtor or one or more of the affiliates of the 

Debtor, including the following entities: 

(i) Crazy Lemon Sharks, Inc. 

(ii) Crazy Clown Fish, Inc.; 

(iii) Crazy Crawfish, Inc.; and 

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(iv) Crazy Puffer Fish, Inc.; 

(b) any leases for any equipment, fixtures, or other personal properties used in 

the operation of the Guaranteed Entities; and 

(c) any other debts, liabilities, or obligations of the Debtor or the Guaranteed 

Entities, whether written or oral, liquidated or unliquidated, contingent or 

otherwise, incurred in connection with the operations of the Restaurant 

Entities, or the Medical practice Entities prior to the Effective Date of the 

Plan. 

For purposes of the Bar Order, the term “Barred Persons” shall mean any person or entity 

that has held, holds, may hold, or purports to hold a claim or other debt or liability or an 

interest in or other right against, in, arising out of, or in any way related to the Debtor, or the 

Debtor’s bankruptcy estate, whether that person or entity filed a proof of claim or otherwise. 

Barred Persons shall not include Galleria Mall. 

 (d) Bar Order Analysis 

Necessity of a Bar Order and the Requirements for Approval 

The Bar Order is an essential, material, and integral component of the compromise between 

the Debtor and Deanne Lee, and the Bar Order satisfies the applicable provisions of the Bankruptcy 

Code and controlling law in the Eleventh Circuit, including In re Fundamental Long Term Care, 

Inc., 873 F.3d 1325, 1337 (11th Cir. 2017) and Munford v. Munford, Inc. (In re Munford), 97 F.3d 

449 (11th Cir. 1996), In Re Cento Group, LLC, 2021 WL 5158001 (11th Cir. 2021) and their 

progeny.

At the most basic level, a bar order is appropriate, within the Bankruptcy Court’s inherent 

power under section 105(a) of the Bankruptcy Code to issue any order necessary or appropriate to 

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carry out the provisions of the Bankruptcy Code, if the bar order is fair and equitable. U.S. Oil & 

Gas v. Wolfson, 967 F.2d 489, 493-94 (11th Cir. 1992). “Bar orders incorporated into settlements 

are considered fair and equitable if: (1) the bar order fulfills the long-standing public policy of 

encouraging pretrial settlements; (2) the settlement satisfies the requirements for the approval of 

settlements under Justice Oaks for a fair and reasonable agreement; and (3) the bar order satisfies 

the nonexclusive set of factors for approval of bar orders set forth in Matter of Munford, Inc., 97 

F.3d 449 (11th Cir. 1996).” Brophy v. Salkin, 550 B.R. 595, 599 (S.D. Fla. 2015). 

Here, the Debtor believes that the entry of the Bar Order is fair, equitable, reasonable and 

in the best interest of the estate in light of the facts and circumstances of this case, the substance 

of the claims and defenses thereto, the administrative burdens of litigation, and the significant risks 

inherent in litigation. 

Bar Order Necessary for Settlement. 

 Because the settlement between the Debtor and Deanne Lee is strictly conditioned upon 

the entry and finality of the Bar Order and the language of the Bar Order is reasonable, the 

Bankruptcy Court should approve its entry as part of the Plan and the order confirming the Plan. 

The Bar Order is an essential and critical element of the Settlement Agreement, and is fair and 

equitable to all constituents of the Debtor’s estate. The parties engaged in hard-fought, arms-length, 

good-faith negotiations, and agreed to the Bar Order, the language of which is set forth in the 

Settlement Agreement, as part of an integrated compromise. Its inclusion in the order confirming 

the Plan is required in the Settlement Agreement. 

The agreement of Deanne Lee to settle and compromise her claims is strictly conditioned 

on the entry and finality of the Bar Order. Deanne Lee has significant exposure to the 

Guaranteed Entities and she was unwilling to settle any of her claims in the Divorce Action 

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without the certainty of the Bar Order. The Guaranteed Entities will receive significant 

additional consideration in exchange for the Bar Order as those Guaranteed Entities who 

have filed claims will have a total recovery in the aggregate under the Plan of $400,000. 

Without the Bar Order, there would, quite simply, be no settlement with Deanne Lee. Finally, the 

Bar Order is narrowly tailored and only releases claims arising from or relating to the Guaranteed 

Entities. 

Identity of Interests. 

The Guaranteed Entities have claims against both the Debtor and Deanne Lee with respect to guarantees 

upon which the Debtor and Deanne Lee are jointly liable. It is possible that in the context of the Divorce Action, 

the Debtor may be required to indemnify Deanne Lee for any liability she has with respect to the Guaranteed 

Entities. As a result, the Debtor will not have any degree of certainty with respect to his ongoing and future 

obligations, which would make it impossible for him to successfully confirm any plan absent the Settlement 

Agreement and Bar Order. 

The Non-Debtor Has Contributed Substantial Assets to the Reorganization. 

Deanne Lee has contributed substantial assets to the reorganization through the release of 

her claims against the Debtor and his assets and her agreement to convey any interest she may 

have in the Debtor’s restaurant entities and medical practices to the Debtor as part of the proposed 

settlement. She is also contributing to the payment in Class 17. 

Whether the Injunction is Essential to the Reorganization. 

 The Bar Order is essential to the Debtor’s reorganization. The Bar Order is an essential 

component of the Settlement Agreement. As set forth herein, the Debtor would be unable to 

reorganize without resolving the claims of Deanne Lee against his assets. 

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Mechanism For Payment to Affected Classes. 

The Guaranteed Entities filing claims will receive a payment under the Plan in addition to 

any other payment that they might receive under the Plan. The Debtor and Deanne Lee are making 

funds available for a distribution in the aggregate of $400,000 for a pro rata distribution under 

classes 16 and 17 to the Guaranteed Entities who have filed timely claims. 

Complexity of Settled Claims. 

 As noted above, the Debtor is settling the most significant and complex claims through 

the Settlement Agreement. Without the settlement provided for in the Settlement Agreement, 

Deanne Lee’s claims against the Debtor and his assets, which hold priority status, would need to 

be litigated in the Divorce Action in Texas and that litigation could extend for years, including 

potential appeals, thereby precluding the Debtor from confirming any plan or making any 

distribution to creditors for years. 

Depletion of Estate Resources. 

Absent settlement with the Bar Order, the Debtor risks years of expensive and 

unpredictable litigation with Deanne Lee. The Debtor and Deanne Lee and their respective divorce 

counsel have divergent views as to Deanne Lee’s claim and the claims would be vigorously litigated. 

All the while, creditors in this case will receive nothing, most likely result in a chapter 7, and 

increased administrative fees. 

Accordingly, the Debtor strongly believes that the Bar Order should be approved in 

connection with and as an integral component of the confirmation of the Plan.

 (e) Impairment: The Class 17 Claims are impaired and any of the Allowed Class 17 

Claimholders are entitled to vote to accept or reject the Plan. 

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ARTICLE V 

CLAIMANTS AND VOTING 

Claimants entitled to vote under the Plan must affirmatively act in order for the Plan to be 

confirmed by the Court. According to the Plan, Classes 11, 13, 15, 16 and 17 are impaired. A 

claimant who fails to vote to either accept or reject the Plan will not be included in the calculation 

regarding acceptance or rejection of the Plan. 

A ballot to be completed by the holders of claims and/or interests is included herewith. 

Instructions for completing and returning the ballots are set forth thereon and should be reviewed 

at length. The Plan will be confirmed by the Court and made binding upon all claimants and interest 

holders if (a) with respect to impaired classes of claimants, the Plan is accepted by holders of at 

least two-thirds in amount and more than one-half in number of claims in each such class voting 

upon the Plan and (b) with respect to classes of interest holders, if the Plan is accepted by the 

holders of at least two-thirds in amount of the allowed interests of such class held by holders of 

such interests. In the event the requisite acceptances are not obtained, the Court may, nevertheless, 

confirm the Plan if it finds pursuant to Section 1129 of the Bankruptcy Code that the Plan does not 

discriminate unfairly and accords fair and equitable treatment to any impaired class that does not 

accept the Plan. 

 ARTICLE VI 

 ANALYSIS OF THE PLAN VS. LIQUIDATION ANALYSIS 

All payments as provided for in the Plan shall be funded by the Debtor’s Cash on Hand, 

his operating income, and the proceeds from property sales, unless otherwise stated. 

The Debtor believes that this Plan is in the best interest of creditors as the Debtor is 

proposing an immediate one-time payment of $500,000 to general unsecured creditors with no 

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contingency. It provides a payment to Guaranteed Entities filing claims of $400,000 in the 

aggregate. This Plan provides for the finality and certainty as to the treatment of the various claims. 

It also provides for an immediate payment to the Guaranteed Entities filing claims with no 

contingency. 

As with any Plan, an alternative would be a conversion of the chapter 11 case to a chapter 

7 case and subsequent liquidation of the assets of the Debtor by a duly appointed or elected trustee. 

In the event of a liquidation under chapter 7, the following is likely to occur: 

(a) An additional tier of administrative expenses under section 507(a)(1) of the 

Bankruptcy Code would be incurred. Such administrative expenses would include 

the chapter 7 trustee’s commissions and fees to the trustee’s attorneys, 

accountants, and other professionals likely to be retained by him or her for the 

purposes of liquidating the assets of the Debtor; and 

(b) Further claims could be asserted against the Debtor with respect to such matters 

as taxes associated with the sale of his assets and the inability of the Debtor to fulfill 

outstanding, contractual commitments and other related claims. 

Predicated upon the foregoing and the significant additional administrative expenses that 

would be incurred if the case were converted to chapter 7, it is the Debtor’s opinion that a 

conversion to chapter 7 would be insufficient to make any meaningful payments to any class of 

creditors other than the secured creditors, and the domestic support obligation creditor leaving no 

significant monies available for the claims of any other classes of creditors. 

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ARTICLE VII 

RISK ANALYSIS 

The Debtor believes there is minimal risk to the creditors if the Plan is confirmed as the 

Debtor’s Cash on Hand, operating income and proceeds from property sales will be sufficient to 

satisfy the Plan payments. 

ARTICLE VIII 

 POST-CONFIRMATION DEBTOR’S STRUCTURE 

The Debtor shall continue to exist after the Effective Date with all assets re-vesting in the 

Debtor. Following the Effective Date, the Debtor shall be free to operate and perform any and all 

lawful acts without further order from the Bankruptcy Court, subject only to the terms of the Plan 

and Confirmation Order. 

Upon the entry of the Confirmation Order, subject to the occurrence of the Effective Date, 

the property of the Debtor shall be free and clear of all claims and interests of creditors, except as 

otherwise provided for herein. 

ARTICLE IX 

 CONFIRMATION BY “CRAM DOWN” 

The Debtor reserves the right, in the event that impaired classes reject the Plan, to seek 

confirmation of the Plan by “cram down” if the Bankruptcy Court finds that the Plan does not 

discriminate unfairly and is fair and equitable with respect to each dissenting class. 

The Plan is deemed “fair and equitable” if it provides (i) that each holder of a Secured 

Claim retains its lien and receives deferred Cash payments totaling at least the allowed amount of 

its claim, of a value, as of the effective date of the Plan, of at least the value of its secured interest 

in the property subject to the lien, and (ii) that each holder of an unsecured claim receives property 

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of a value equal to the allowed amount of its claim, or no holder of a junior claim receives or 

retains any property on account of such claim. 

ARTICLE X 

 MISCELLANEOUS PROVISIONS 

10.1 Notwithstanding any other provisions of the Plan, any claim which is scheduled 

as disputed, contingent, or unliquidated or which is objected to in whole or in part on or before 

the date for distribution, shall not be paid in accordance with the provisions of the Plan until such 

claim has become an allowed claim by a Final Order. If allowed, the claim shall be paid on the 

same terms as if there had been no dispute. 

10.2 At any time before the Confirmation Date, the Debtor may modify the Plan, but 

may not modify the Plan so that the Plan, as modified, fails to meet the requirements of sections 

1122 and 1123 of the Bankruptcy Code. After the Debtor files a modification with the Bankruptcy 

Court, the Plan, as modified, shall become an amended Plan. 

10.3 At any time after the Confirmation Date, and before substantial consummation of 

the Plan, the Debtor may modify the Plan with permission of the Court so that the Plan, as 

modified, meets the requirements of Sections 1122 and 1123 of the Bankruptcy Code. The Plan, 

as modified under this paragraph, shall become an amended Plan. 

10.4 After the Confirmation Date, the Debtor may, with approval of the Bankruptcy 

Court, and so long as it does not materially and adversely affect the interest of creditors, remedy 

any defect or omission, or reconcile any inconsistencies in the Plan or in the Confirmation Order, 

in such manner as may be necessary to carry out the purposes and effect of the Plan. 

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ARTICLE XI 

DUTIES AND FEES OWED TO THE OFFICE OF THE U.S. TRUSTEE 

With respect to pre-confirmation periods, the Debtor is required to pay the appropriate 

sums required pursuant to section 1930(a)(6) within ten days of the entry of the order confirming 

the Plan. The Debtor must also file all monthly operating reports for the relevant periods indicating 

the Cash disbursements for the relevant period. 

 With respect to post-confirmation periods, the Debtor will pay the United States Trustee 

fee for post-confirmation periods based upon all post-confirmation disbursements made by the 

Debtor. The Debtor will also file all post-confirmation quarterly operating reports with the 

Bankruptcy Court until the earlier of the closing of this case or upon dismissal or conversion of 

this case. ARTICLE XII 

EFFECT OF CONFIRMATION OF PLAN 

Binding Effect. Except as otherwise provided in the Plan or the Confirmation Order, the 

Plan shall be binding upon and inure to the benefit of the Debtor, all present and former holders of 

Claims, and their respective successors and assigns. 

Compromise and Settlement. Notwithstanding anything contained in the Plan to the 

contrary, the allowance, classification and treatment of all Allowed Claims and their respective 

distributions and treatments under the Plan take into account and conform to the relative priority 

and rights of the Claims and Equity Interests in each Class with due regard to any contractual, 

legal and equitable subordination rights relating thereto whether arising under general principles 

of equitable subordination, sections 510(b) and (c) of the Bankruptcy Code, or otherwise. As of 

the Effective Date, any and all such rights described in the preceding sentence are settled and 

compromised pursuant to the Plan. The Confirmation Order will constitute the Court’s finding and 

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determination that the settlements reflected in the Plan are (1) in the best interests of the Debtor, 

his estate and all holders of Claims, (2) fair, equitable and reasonable, (3) made in good faith, and 

(4) approved by the Bankruptcy Court pursuant to Bankruptcy Rule 9019. 

Discharge of Debtor; Request to Administratively Close Case; and Final Decree. Pursuant 

to section 1141(d)(5) of the Bankruptcy Code, upon completion of all payments required under 

the Plan, the Bankruptcy Court shall grant a discharge to the Debtor of any debt that arose before 

the Confirmation Date, and any debt of a kind specified in sections 502(g), 502(h) or 502(i), except 

that the Debtor will not be discharged of any debt: (i) imposed by this Plan; (ii) excepted from 

discharge pursuant to section 523 of the Bankruptcy Code; (iii) of a kind specified in section 

1141(d)(6)(A) of the Bankruptcy Code if a timely complaint was filed in accordance with Rule 

4007(c) of the Federal Rules of Bankruptcy Procedure; or (iv) of a kind specified in section 

1141(d)(6)(B) of the Bankruptcy Code. For any of avoidance of doubt, the Debtor shall not be 

discharged from his obligations arising under the Galleria Dallas Guaranty, which Guaranty and 

the obligations arising thereunder are hereby reaffirmed in their entirety and shall survive Plan 

confirmation. 

The Debtor will be permitted to seek to administratively close the Case pending completion 

of the payments required under the Plan prior to the entry of the order of discharge (the “Motion 

to Close”) after the following events have occurred: (i) payment of the initial payment due to Class 

16 creditors on the Effective Date; (ii) payment of all outstanding quarterly United States Trustee 

Fees due on disbursements made as of the date of the hearing on the Motion to Close; (iii) filing 

of all required Post-Confirmation Quarterly Operating Reports; and (iv) the filing of all 

outstanding federal income tax returns. The Motion to Close shall certify that each of the above 

conditions has been met. 

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During the time that the Case is temporarily closed, the provisions of the Confirmation 

Order shall remain in effect with respect to the treatment of creditor claims that existed as of the 

Petition Date, provided the Debtor continues to be in compliance with the Plan and the 

Confirmation Order, and as long as the Debtor timely makes all of the payments to Class 16 

creditors, as contemplated under the Plan. 

Upon satisfaction of all payments required under the Plan to Class 16 creditors, the Debtor 

may file a motion to reopen the Case, pursuant to section 350(b) of the Bankruptcy Code. If and 

when the Debtor chooses to file such a motion, any Clerk of Court fees associated with filing of 

the motion to reopen shall be waived. The motion to reopen shall be served upon all creditors and 

parties in interest and shall demonstrate that the Debtor has made all of the payments contemplated 

under the Plan to Class 16 creditors. 

Upon the re-opening of the Case, the Debtor shall promptly file a Final Report of Estate 

and Motion For Final Decree Closing Case on the Bankruptcy Court-approved local form in effect 

at that time, which shall certify that all payments required under the Plan to Class 16 creditors have 

been made. The Bankruptcy Court may then grant the Debtor a discharge, pursuant to section 

1141(d)(5) of the Bankruptcy Code, if all other conditions are satisfied. 

Exculpation. Notwithstanding any provision contained in the Plan to the contrary, 

the Debtor, Deanne Lee, the Debtor’s professionals, and any property of the foregoing 

(collectively, the “Exculpated Parties”) shall not have or incur any liability to any entity for 

any prepetition act taken or omitted to be taken in connection with, related to or arising from 

authorizing, preparing for or filing the Case, or any post petition act taken or omitted to be 

taken in connection with, related to or arising from the formulation, negotiation, 

preparation, dissemination, implementation, administration of the Plan, the Disclosure 

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Statement, the exhibits to the Disclosure Statement, or any contract, instrument, or other 

agreement or document created or entered into in connection with the Plan, or any other 

post petition act taken or omitted to be taken in connection with or in contemplation of the 

restructuring of the Debtor, the Case, or the confirmation or consummation of the Plan, 

including, but not limited to (i) any orders approving sales; (ii) formulating, preparing, 

disseminating, implementing, confirming, consummating, or administrating the Plan 

(including soliciting acceptances thereof); (iii) the Disclosure Statement, or any contract, 

instrument, release or other agreement or document entered into or any action taken or not 

taken in connection with the Plan; or (iv) any distributions made pursuant to the Plan, except 

for acts constituting willful misconduct, and in all respects such parties shall be entitled to 

rely upon the advice of counsel with respect to their duties and responsibilities under the 

Plan. Notwithstanding the foregoing, for the avoidance of the doubt, this section does not (i) 

prevent or limit the ability of the Debtor to object to a Claim of an Exculpated Party on any 

basis other than matters exculpated herein, or (ii) prevent or limit the ability of the Debtor 

to object to, or defend against, on any basis (a) any Administrative Claim of an Exculpated 

Party for substantial contribution, or (b) any Administrative Claim of an Exculpated Party 

arising solely from the Exculpated Party’s capacity as a director, provided, however that, 

nothing in this (ii)(b) shall prevent any Exculpated Party from recovering on a claim under 

any Debtor’s post-petition director and officer insurance policy. The exculpations provided 

for in this provision include any claims against the community marital estate of the Debtor 

and Deanne Lee. 

Injunction. The Confirmation Order shall provide, among other things, that all 

entities who have held, hold, or may hold Claims against the Debtor are, with respect to any 

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such Claims, permanently, enjoined from and after the Confirmation Date from taking any 

of the following actions (other than actions to enforce any rights or obligations under the 

Plan): (i) commencing, conducting, or continuing in any manner, directly or indirectly, any 

suit, action or other proceeding of any kind (including any proceeding in a judicial, arbitral, 

administrative or other forum) against or affecting the Debtor or any of his property; (ii) 

enforcing, levying, attaching (including any pre-judgment attachment), collecting or 

otherwise recovering by any manner or means, whether directly or indirectly, any 

encumbrance of any kind against the Debtor; (iii) asserting any right of setoff, directly or 

indirectly, against any obligation due the Debtor, or any of their property, except as 

contemplated or allowed by the Plan; (iv) acting or proceeding in any manner, in any place 

whatsoever, that does not conform to or comply with the provisions of the Plan; and (v) 

prosecuting or otherwise asserting any right, claim or cause of action against any Exculpated 

Party, that has been exculpated pursuant to the Plan; provided, however, that the injunction 

provided herein above shall neither bar any entity from asserting any defense in an action 

commenced by or on behalf of the Debtor, nor prohibit any entity from asserting any right 

expressly preserved or contemplated by the Plan. 

The Confirmation Order shall also provide, among other things, that all entities who 

have held, hold, or may hold Claims against the Debtor are permanently enjoined from and 

after the Confirmation Date from (i) commencing, conducting, or continuing in any manner, 

directly or indirectly, any action or other proceeding of any kind with respect to any such 

Claim against the Debtor; (ii) enforcing, levying, attaching (including any pre-judgment 

attachment), collecting or otherwise recovering by any manner or means, whether directly 

or indirectly, any judgment, award, decree, or order against the Debtor on account of any 

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such Claim; and (iii) creating, perfecting, or otherwise enforcing in any manner, directly or 

indirectly, any encumbrance or lien of any kind against the Debtor or against the property 

or interests in property of the Debtor on account of any such Claim; provided, however, that 

nothing contained in the Plan shall preclude the IRS from pursuing an action against any 

entity, or any governmental entity from pursuing a criminal action against any entity, 

provided, further, that nothing in the Plan shall constitute a waiver of any rights or defenses 

of such persons with respect to such actions. The injunctions provided for in this provision 

include any claims against the community marital estate of the Debtor and Deanne Lee. 

Provided, however, the injunctions provided for in this provision shall not preclude 

Galleria Mall Investors LLP from pursuing any action against the Debtor or enforcing its 

rights under the Galleria Dallas Guaranty, which Guaranty will remain in place and shall 

survive confirmation of the Plan 

By accepting distributions pursuant to the Plan, each holder of an Allowed Claim 

shall be deemed to have specifically consented to the injunctions set forth herein. 

Indemnification Obligations. Except unless expressly provided in a previously entered 

Order of this Court, the Plan or any contract, instrument, release or other agreement or document 

entered in connection with the Plan, any and all indemnification obligations that the Debtor or the 

community marital estate of Debtor and Deanne Lee have pursuant to a contract, instrument, 

agreement, certificate of incorporation, by-law, comparable organizational document or any other 

document, or applicable law, shall be rejected as of the Effective Date, to the extent executory; 

provided, however, that (i) all rights, if any, of the Debtor, and the estate in and to any of the 

Debtor’s insurance policies hereby are expressly reserved and are not limited in any way by the 

Plan; and (ii) nothing in the Plan shall be deemed to modify any indemnification obligations of the 

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Debtor pursuant to an Order of this Court concerning the retention or employment of a 

professional. Nothing in the Plan shall be deemed to release the Debtor’s insurers from, or limit 

the obligations of, any of the Debtor’s insurers concerning any claims that might be asserted by 

insureds, additional insureds, or counter-parties to contracts or agreements providing for the 

indemnification by and of the Debtor, to the extent of available coverage. 

Terms of Injunctions or Stays. Unless otherwise provided in the Plan or an Order of the 

Court, all injunctions or stays provided for in the Case pursuant to sections 105 or 362 of the 

Bankruptcy Code, or otherwise, and in existence on the Confirmation Date, shall remain in full 

force and effect until the Case is closed. 

ARTICLE XIII 

TAX IMPLICATIONS OF THE PLAN 

The Debtor believes that confirmation of the Plan will not have any adverse tax 

implications for the estate. The Debtor strongly urges that each creditor consult with its own 

tax advisor regarding the Federal, state, local and other tax consequences which the

implementation of the Plan will have on them. 

ARTICLE XIV 

CONCLUSION 

Under the Plan, all creditors of the Debtor will participate in some manner in the 

distribution to be made thereunder. The Debtor believes that the distributions contemplated in this 

Plan are fair and afford all claimants and interest holders equitable treatment. ACCORDINGLY, 

THE DEBTOR RECOMMENDS THAT ALL CLAIMANTS VOTE TO ACCEPT THE PLAN. 

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