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UNITED STATES BANKRUPCY COURT

SOUTHERN DISTRICT OF FLORIDA

WEST PALM BEACH DIVISION

In the Matter of: Case No. 21-18481-MAM

NITV, LLC, Chapter 7

 Debtor. 

__________________________________/ 

TRUSTEE IN BANKRUPTCY’S MOTION TO: 

1. APPROVE SETTLEMENT AGREEMENT BETWEEN 

MICHAEL BAKST, AS CHAPTER 7 TRUSTEE AND (DEBTOR) NITV, LLC 

(WHERE SAID SETTLMENT AGREEMENT IS JOINED BY PLAINTIFF AND 

DEFENDANT(S) IN RELATED ADVERSARY PROCEEDING); AND

2. PAY TRUSTEE’S SPECIAL COUNSELS’ CONTINGENT FEES FROM 

SETTLEMENT PROCEEDS

MICHAEL R. BAKST, as Chapter 7 Trustee for the Debtor, NITV, LLC (Hereinafter, the

“Plaintiff” or “Trustee”), by and through his undersigned counsel, and pursuant to Federal Rules of 

Bankruptcy Procedure 9019 and Local Rule 9019-1 of the United States Bankruptcy Court for the Southern 

District of Florida, files this Motion To (1) Approve Settlement Agreement Between Michael Bakst, as 

Chapter 7 Trustee and (Debtor) NITV, LLC (Where Said Settlement Agreement is Joined by Plaintiff and 

Defendant(s) in Related Adversary Proceeding) Each a “Settling Party,” and together with the Trustee,

the “Parties,” and singularly a “Party”) and (2) Pay Trustee’s Special Counsels’ Contingent Fees 

from Settlement Proceeds (the “Motion”) and states, as follows: 

Procedural History Supporting Relief Requested 

1. On August 31, 2021 (the “Petition Date”) Debtor, NITV, LLC filed a voluntary Chapter 7 petition in 

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this Honorable Court.

Prior State Court Collection Proceedings

2. At the time of its Chapter 7 filing, Debtor NITV LLC was already a defendant in “proceedings 

supplementary” to a State Court action entitled “ELWOOD GARY BAKER vs. NITV, LLC and NITV 

FEDERAL SERVICES, LLC, LOURDES IRIMIA, JAMES KANE and CHARLES HUMBLE” and 

assigned Palm Beach County, Circuit Court Case Number: 50 2005 CA 001771 XXXX MB AE 

(Hereinafter, the “State Court Collection/Supplementary Proceeding/Action”)(note that James Kane had 

been dismissed (pre-petition) as a defendant in that matter, but the caption retains his name). 

3. Lourdes Irimia and Charles Humble are/have been principals of Debtor, NITV, LLC, and/or its alleged 

alter ego, NITV FEDERAL SERVICES, LLC. 

4. Within said State Court Collection/Supplementary Proceeding, state court Judgement holder and Creditor, 

Elwood Gary Baker, had been trying to collect his judgment from not only the Debtor here, but also Charles 

Humble and Lourdes Irimia. 

5. The Allegations in the State Court Collection/Supplementary Proceeding/Action involved inter-alia, that 

the Debtor was/is a Successor / Alter Ego / business Continuation of Debtor, sought to “Pierce the 

Corporate Veil” and that the original judgment debtor and Charles Humble and Lourdes Irimia had 

effectuated, and continued to effectuate “fraudulent transfers” (as defined by Chapter 726, Florida Statutes) 

among themselves. The State Court Collection/supplementary Proceeding/Action was “mid trial docket” 

on the date of Debtor’s bankruptcy filing. 

Related Adversary Proceeding

(22-01092-MAM)

6. On February 23, 2022, NITV FEDERAL SERVICES, LLC, CHARLES HUMBLE and LOURDES 

IRIMIA (a/k/a LOURDES HUMBLE) filed a Notice of Removal of “all remaining claims” against them 

in the State Court Collection / Supplementary Proceeding/Action. Upon Removal, said matter was 

assigned Adversary Proceeding Case Number 22-01092-MAM. (See Also, [ECF # 28]) 

7. The parties to the Adversary Proceeding agreed to participate in a Judicial Settlement Conference (See, 

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[ECF # 4] in 22-01092-MAM) and to an Agreed Order Granting Ex Parte Motion ot Extend Time to File 

a Motion to Remand to State Court (See, [ECF # 10] in 22-01092-MAM) pending the outcome of the 

Settlement Conference.

8. The parties to the Adversary Proceeding successfully resolved all claims among them at the May 24, 2022 

Settlement Conference (although some time was expended finalizing and executing the written agreement 

which memorialies same).

9. Should this Court approve the relief requested herein, the issues related to remand (and ECF #10) 

Will be moot. 

10. A copy of the Settlement Agreement sought to be approved by this Court is attached hereto as 

“COMPOSITE EXHIBIT 1.”

This Court’s Prior Order Related to Employment of Counsel 

11. On October 21, 2021, after investigating the State Court Collection/Supplementary Proceedings, Trustee 

filed a “Motion to Approve Employment of Scott Zappolo, Esq. (the undersigned) as his “Special Litigation 

Counsel” [ECF # 12]. 

12. Said Motion specifically stated (at para. 3 therein) that Trustee wanted to employ the undersigned “to 

represent the estate for the State Court Action whether in Circuit Court of the Bankruptcy Court” and (at 

para. 5) took the position that pending State Court Action was “now property of the bankruptcy estate.” It 

also attached the proposed Contingency Fee Contract. 

13. On November 4, 202, this Court Granted Trustee’s Motion. [ECF # 15]. 

Trustee’s Pursuit of Debtor’s Assets

14. Given: 

A. The basis of the Motion to Employ Special Litigation Counsel (inter-alia, to represent the Bankruptcy 

Estate in the pending state court action) and the related November 4th Order granting same; and 

B. The fact that the pursuit of the Debtor’s assets via the “State Court Collection/Supplementary Proceedings” 

are an independent action (especially given the fact that it involves non-bankruptcy participants) 

On December 31, 2022, the undersigned filed “Michael R. Bakst, Trustee in Bankruptcy’s Motion to Intervene 

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on Behalf of Bankruptcy Creditors of NITV, LLC” in the State Court Collection/Supplementary Proceedings. 

15. Upon Bankruptcy counsel’s voiced objection to said filing, on February 23, 2022, the undersigned filed a 

“Motion for Clarification of the Automatic Stay, or in the Alternative, Motion for Relief from Stay” [ECF 

# 23]. The hearing upon said motion has been continued pending finalization of the Settlement Documents. 

Cf [ECF 40]. Should this Court approve the instant motion, said motion [ECF 23] will be moot. 

The Settlement

16. As a result of the Judicial Settlement Conference, and in order to avoid the cost and uncertainty of 

litigation, but without any of the Parties admitting the validity of any claim or defense asserted by the 

other Party and without admitting any liability or wrongdoing, the Parties agreed to fully and finally 

compromise, settle, and resolve the Claims, and any and all claims and disputes by and between and among 

them, as set forth and memorialized in the settlement agreement (“Settlement Agreement”) which is

attached hereto as “COMPOSITE EXHIBIT 1.”

17. The Settlement Agreement contains all material terms and conditions of the settlement, and settles inter 

alia and all claims that were or could have been raised by the Trustee against the Settling Parties for the 

sum of Two Hundred Fifty Thousand Dollars ($250,000.00) (the “Settlement Amount”) – payable in

periodic installments of: 

A. An Initial Payment of Fifty Thousand Dollars ($50,000.00) within 15 days of the “Effective Date” 

(Defined at para. 7 of the Settlement Agreement as: 15 days after the date of this Court’s Settlement 

Approval Order); and 

B. Ten Subsequent, Periodic Payments of Twenty Thousand Dollars ($20,000.00) each, with the first of 

said payments due to the Trustee in Bankruptcy 45 days after the Effective Date and subsequent 

payments due every thirty days thereafter until all 10 payments are made.

18. This Motion and the notice of hearing thereon are being noticed to all creditors and parties in interest 

pursuant to Federal Rule of Bankruptcy Procedure 9019. 

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19. This Motion incorporates the terms of the Settlement Agreement by reference. In the event of any

inconsistencies between any summary in this Motion and the actual terms of the Settlement Agreement, 

the terms of the Settlement Agreement shall govern. Accordingly, the Trustee encourages all creditors and 

parties in interest not to rely upon this Motion, and to read the Settlement Agreement in full for the terms.

Request for Approval of Settlement

20. The legal principles to be applied in evaluating a proposed settlement have been enunciated upon within

the Southern District of Florida in In re Arrow Air, Inc., 85 B.R. 886 (Bankr. S.D.Fla. 1988). The 

appropriate test is “whether the compromise falls below the lowest point in the range of reasonableness”.

Id. at 891, citing, In re Teltronics Services, Inc., 762 F.2d 185, 189 (2nd Cir. 1985); In re W.T. Grant 

Company, 699 F.2d 599, 608 (2nd Cir. 1983). The Trustee believes that the Settlement Agreement more 

than complies with the legal principles relied upon within these authorities.

21. The Eleventh Circuit provides that when a bankruptcy court decides whether to approve or disapprove a 

settlement, it must consider:

a. the probability of success in the litigation;

b. the difficulties, if any, to be encountered in the matter of collection;

c. the complexity of the litigation involved, and the expense, inconvenience and delay necessarily attending 

it; and

d. the paramount interest of the creditors and a proper deference to their reasonable view in the premises. 

In re Justice Oaks II, Ltd, 898 F.2d 1544 (11th Cir. 1990).

22. With regard to these factors, the following is a detailed analysis:

(a) Specifically, when weighing the probability of success in the litigation, payment 

of the Settlement Amount under the Settlement Agreement will avoid the difficulty and expense and time 

delays incumbent in litigation of the Claims. While the Trustee believes that his Claims are meritorious, and 

that the defenses asserted by the Settling Parties may be overcome, the Trustee recognizes the risks associated 

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with litigation of complex claims and facts, and the possibility of an adverse judgment could materially impact 

the Trustee’s efforts to make a distribution to creditors. Further, the Trustee is cognizant that litigation of the 

Claims encompasses multiple complex factual and legal issues (typically adjudicated on a case-by-case basis) 

and the potential for continued extensive litigation involving costly and time-consuming fact and expert

discovery, summary judgment briefing and rulings, multiple days (or weeks) of trial before the Bankruptcy 

Court, and any and all potential appeals (which the Trustee believes are likely to occur), all with an uncertain result.

(b) With regard to the difficulties, if any, to be encountered in the matter of collection, 

the Trustee has evaluated the risks of collection and believes that the Estate may encounter difficulties in 

collecting upon a judgment, to the extent that any award to the Plaintiff in connection with the Claims would 

be subject to appeals, which the Plaintiff believes would be pursued, which would serve to significantly delay

collection upon a judgment. T he Trustee is concerned that there is no insurance to cover the claims asserted 

against the Settling Parties and of the uncertain nature of their continued business should the disputes not be 

resolved through settlement. The Trustee has also taken into account the ability of the Trustee to monetize the Claims 

in determining the difficulties in collecting upon any judgment that may be obtained by the Estates against the Settling 

Parties. Here, among other countervailing factors, the Trustee has concluded that proceeding with the pending adversary

proceeding (in state or bankruptcy court) could further erode the Settling Parties’ ability to pay. Given these factors, the 

Trustee has determined that the Settlement Agreement will avoid the difficulties and uncertainties of collecting and 

enforcing any judgment, order or decree that may be entered by the Court. 

(c) With regard to the complexity of the litigation involved, and the expense, 

inconvenience, and delay necessarily attending it, the Trustee submits that litigation of the Claims would 

be complex, will be both expensive and inconvenient to continue to pursue, and will undoubtedly result in significant 

delay. The litigation would necessarily be complex given the significant factual and legal issues that form the basis of 

the Claims and the Settling Parties’ asserted defenses. Furthermore, as explained above, continued litigation will be 

expensive and inconvenient to pursue through the remaining fact and expert witness discovery, summary judgment

briefing and rulings, multiple days (or weeks) of trial before the Bankruptcy (and/or State) Court(s), and potential for 

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appeals. Based upon these factors, continuing to litigate the Claims to judgment and through any and all appeals, to 

potentially achieve substantially similar results negotiated under the Settlement Agreement, or possibly obtain an adverse

ruling, is cost prohibitive and will result in substantial delays with recoveries to the Estate. Indeed, the Settlement 

Agreement provides a material benefit to the Estate by resolving complex litigation claims on favorable terms while 

eliminating further expense, inconvenience, and delay of the proceedings.

(d) With regard to the paramount interest of the creditors and a proper deference to 

their reasonable view in the premises, again, for the reasons already articulated, the Trustee reached this 

settlement at arms’ length with the Settling Parties after months of cooperation and exchange of information, 

as well as negotiation during the settlement conference, and believes that it is in the best interests of the Estate. 

Moreover, the Trustee has considered the positions of creditors with a proper deference toward their reasonable 

views (and included the principal creditor in the settlement conference), as weighed against the costs and 

uncertainties of litigation, and the inconvenience and delays necessitated by it, which would be adverse to the 

interests of creditors and this Estate. The Settlement Agreement provides the Estate with a material 

$250,000.00 recovery, while eliminating litigation risk and further expense, inconvenience, and delay, and 

therefore, serves the paramount interest of creditors with proper deference to their reasonable views in the

premises. Of course, the Trustee will consider creditors’ reasonable views of the Settlement Agreement.

23. Lastly, the Trustee has evaluated the settlement while considering all of the factors required by the Eleventh 

Circuit and supports its approval by the Court as being in compliance with the factors, and as being within 

the best interest of creditors and the Estate.

Request for Approval to Pay Special Counsel’s Contingent Fees from Settlement Proceeds

24. If the Settlement Agreement is approved as requested in the Motion, the Trustee requests approval to pay 

contingency fees owed to his Special Counsel, Scott W. Zappolo, Esq., of the law firm 

of Zappolo & Farwell, P.A. , who has been employed by the Estate to represent the Trustee

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in the pursuit of the Claims.

25. On November 4, 202, this Court Granted Trustee’s Motion to employ the aforementioned attorney. [ECF 

# 15], pursuant to a Contigency Fee Contract – which departed downward (decreased the standard amounts 

payable) from the “Standard” Contingency Fee Contract rates which are incorporated within Rule 4-1.5 of 

the Rules Regulating the Florida Bar. Since an Answer had been filed, the “standard” fee would be 40%, 

however, the Trustee negotiated, and thus the order approved, a thirty-five percent (35%) contingent fee

for the Special Counsel from any recoveries on the Claims (the “Contingency Fee”). 

26. Although Special Counsel has incurred expenses related to the representation of Trustee, special Counsel

has agreed to waive same. Further, Special Litigation Counsel has agreed that his fee may be paid by 

Trustee on a percentage basis, upon each payment that is received by the Trustee in Bankruptcy. 

27. The request by Special Counssel for approval and payment of the Contingency Fee in conjunction with the 

Motion seeking approval of the Settlement Agreement under Fed. R. Bankr. P. 9019 is made, without the 

requirement of Special Counsel filing fee applications. The relief requested herein is subject to the entry 

of a Final Order by the Bankruptcy Court approving the Settlement Agreement and receipt by the Estate 

of the Settlement Amount in clear funds. 

28. Accordingly, if the Settlement Agreement is approved, the Trustee respectfully requests that this Court 

(i) approve the total Contingency Fee in the amount of Eighty seven Thousand, Five Hundred 

Dollars ($87,500), which is equal to thirty-five percent (35%) of the Settlement Amount from the 

settlement proceeds, (ii) approve and authorize payment and disbursements of the Contingency Fee by the 

Trustee to special litigation counsel, pursuant to the terms of the Order Granting Application to Employ 

Scott Zappolo as Special Litigation Counsel [ECF # 15] and direct that the payment of same be made as a 

percentage of each periodic payment received by the Trustee and pursuant to the terms of the contingency 

contract executed by Trustee. 

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WHEREFORE, the Trustee, Michael R. Bakst, as Chapter 7 Trustee in Bankruptcy, respectfully 

requests that the Court enter an Order (i) granting the instant Motion; (ii) approving the Settlement Agreement 

attached hereto as “Composite Exhibit 1”; (iii) approving and authorizing payment and disbursements of the 

Contingency Fee to the Trustee’s Special Litigation Counsel pursuant to the terms of the approved 

Contingency Contract (as same may have been amended as noted herein) and related Order(s) both 

prior and the Order Granting the instant Motion; and (iv) granting such other and further relief as the Court 

deems just and proper.

Dated: August 31 2022.

ZAPPOLO & FARWELL, P.A. 

Attorneys for Michael R. Bakst, Trustee in Bankruptcy 

7108 Fairway Drive, Suite 322 

Palm Beach Gardens, FL 33418 

By: /s/ Scott W. Zappolo, Esq.

 Scott W. Zappolo, Esq. 

Email:szappolo@zappolofarwell.com

Fla. Bar No. 132438 

CERTIFICATE OF COMPLIANCE

I HEREBY CERTIFY that I am admitted to the Bar of the United States District Court 

for the Southern District of Florida, and I am in compliance with the additional requirements to 

practice in this Court as set forth in Local Rule 2090-1(A).

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CERTIFICATE OF SERVICE

I HEREBY CERTIFY that a true copy of the foregoing was is being filed with the 

court’s electronic filing system on this 31st day of August, 2022 and thus served on those parties 

listed below.

Electronic Mail Notice List:

Michael R. Bakst: efilemrb@gmlaw.com; ecf.alert+Bakst@titlexi.com; 

efileu1084@gmlaw.com; efileu1086@gmlaw.com; efileu386@gmlaw.com; 

efileu1857@gmlaw.com 

Julianne R. Frank, attorney for Debtor: julianne@jrfesq.com; 

G59511@notify.cincompass.com

Mark A. Levy: mark.levy@brinkleymorgan.com; 

Sandra.gonzalez@brinkleymorgan.com; brinkleymorgancf@gmail.com

Office of US Trustee: USTPRegion21.MM.ECF@usdoj.gov

Amanda Klopp and Eyal Berger: attorneys for Removing Parties, NITV Federal 

Services, LLC, Lourdes Irimia a/k/a Lourdes Humble and Charles Humble (in adversary 

proceeding no: 22-01092 – MAM): amanda.klopp@akerman.com; eyal.berger@akerman.com; 

 

I FURTHER CERTIFY that a true copy of the foregoing was is being served upon “State 

Court Counsel” on this 31st day of August, via e-mail in accordance with Fla. R. Jud. Admin. 

2.516 on all counsel/parties affiliated with the State Court Case.

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 Persons served: William Fleck, Esq. and Davide Steinfeld, Esq.: wfleck@jla.legal; 

ptaylor@jla.legal; wfleck@jupiterlegaladvocates.com; dave@davidsteinfeld.com; 

ecf.state@davidsteinfeld.com

 ZAPPOLO & FARWELL, P.A.

 Attorneys for Michael R. Bakst, Trustee in Bankruptcy 

 7108 Fairway Drive, Suite 322 

 Palm Beach Gardens, FL 33418 

 (561) 627-5000 (telephone) 

 (561) 627-5600 (facsimile) 

 szappolo@zappolofarwell.com 

 filings@zappolofarwell.com 

 jfarwell@zappolofarwell.com 

 By: /S/ Scott W. Zappolo 

 SCOTT W. ZAPPOLO 

 Florida Bar Number: 132438 

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