47323725

UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF FLORIDA

WEST PALM BEACH DIVISION

www.flsb.uscourts.gov

In Re: CASE NO.: 21-20416-MAM

Chapter 7

CLIFFORD RYAN MORRIS,

Debtor.

________________________________/

MOTION TO APPROVE STIPULATION TO COMPROMISE

CONTROVERSY BETWEEN TRUSTEE AND TURICUM, LLC, AND TO

APPROVE REIMBURSEMENT TO TRUSTEE FOR LEASE CURE AMOUNTS 

Deborah C. Menotte, Trustee in Bankruptcy for Clifford Ryan Morris, hereby files this 

Motion to Approve Stipulation to Compromise Controversy with Turicum, LLC (“Turicum”, and 

together with the Trustee, the “Parties”), and to Approve Reimbursement to Trustee for Lease

Cure Amounts, and states:

1. This case was commenced by the filing of a voluntary Chapter 7 bankruptcy 

petition by the Debtor on October 29, 2021 (“Petition Date”).

2. Deborah C. Menotte has been appointed as the Chapter 7 Trustee of the Debtor’s 

bankruptcy estate (the “Estate”).

3. The section 341 Meeting of Creditors was conducted and concluded on December 

20, 2021.

4. The Debtor’s Schedule A/B no. 19 lists the Debtor’s 100% ownership of Mirzam 

Land Investment, LLC and Mirzam Venture Capital, LLC.

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5. The Trustee has discovered that Mirzam Land Investment, LLC conveyed the 

premises located at 97th Street, Fellsmere, Florida 32948 and 99th Street, Fellsmere, Florida 

32948 (collectively the “Premises”) to Turicum on or about May 6, 2020.

6. Mirzam Land Investment, LLC as the tenant (the “Tenant”), entered into a lease of 

the Premises (the “Lease”) with Turicum, as the landlord, pursuant to which the tenant has an 

option to purchase the Premises (the “Purchase Option”). 

7. On February 17, 2022, the Trustee filed her Trustee’s Motion to Substantively 

Consolidated Mirzam Venture Capital, LLC and Mirzam Land Investment, LLC into this Estate

(the “Sub Con Motion”) [ECF No. 51].

8. On March 15, 2022, the Court entered its Order Granting Trustee’s Motion to 

Substantively Consolidate Mirzam Venture Capital, LLC and Mirzam Land Investment, LLC into 

this Estate [ECF No. 51] (the “Sub Con Order”) [ECF No. 64].

9. As a result, the Tenant is now a debtor in this Estate, and its property, including 

the interest in the Lease and all rights and benefits under the Lease, including, without limitation, 

the Purchase Option, are property of this Estate.

10. On or about April 28, 2022, the Trustee provided written notice to Turicum that 

she is exercising the Purchase Option and wished to extend the Lease in order to effectuate a 

closing on the purchase of the Premises. 

11. On or about April 29, 2022, the Trustee delivered payments to Turicum in the 

amounts of $8,000.00 and $80.34, respectively, comprised of April rent ($1,625.00) plus interest 

($24.38) and a late fee ($81.25), May rent ($1,875.00), 2021 property taxes ($1,449.49 for 97th

Street and $1,643.63 for 99th Street) plus a 3% late penalty ($80.34), and estimated 2022 property 

taxes for January 2022 through May 2022 ($1,288.80)(collectively the “Cure Amounts”). 

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12. Turicum has asserted that it has grounds to prevent the Trustee from exercising 

the Purchase Option and that it will appeal certain rulings made by the Bankruptcy Court at a 

hearing on April 27, 2022 and in the Court’s Order Granting In Part and Denying In Part 

Trustee’s Expedited Motion for Order Authorizing Assumption and Assignment of Lease 

Agreement and Waiving the Fourteen (14) Day Stay of Effectiveness Pursuant to Bankruptcy 

Rule 6006(d) [ECF No. 87] memorializing that ruling. 

13. The Trustee believes that grounds exist to compel Turicum to sell the Premises to 

the Trustee under the Purchase Option, and in addition, that grounds exist for her to bring an 

action against Turicum to avoid and recover the transfer of the Premises to it pursuant to 11 

U.S.C. §§ 544, 548 and 550, and Florida Statute Section 726.101, et seq., among other relief (the 

“Claims”).

14. The Parties seek to resolve the Claims and any and all claims between and among 

them pursuant to the Stipulation attached hereto as Exhibit “A”, which provides for Turicum to 

pay to the Trustee one hundred thousand dollars and no/100 ($100,000.00) (the “Settlement 

Amount”) within three (3) days of the entry of a final non-appealable order by the Bankruptcy 

Court approving this Agreement, as well as certain mutual releases and other provisions. 

15. This Motion provides only a summary of the terms of the settlement, and thus the 

Trustee encourages all creditors not to rely upon this Motion and to read the Stipulation in full 

for more details pertaining to the settlement. 

16. This Stipulation and Motion are being noticed to all creditors pursuant to Federal 

Rule of Bankruptcy Procedure 9019.

17. 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 

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(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 this settlement agreement more than complies with the legal principles 

relied upon within these authorities.

18. The Eleventh Circuit provides that when a bankruptcy court decides whether to 

approve or disapprove a settlement, it must consider:

i. the probability of success in the litigation;

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

iii. the complexity of the litigation involved, and the expense, inconvenience 

and delay necessarily attending it; and

iv. 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). 

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

(a) Specifically, when weighing the settlement agreement with the probability of 

success in the litigation, payment of the Settlement Amount under the Stipulation will avoid the 

difficulty and expense and time delays incumbent in litigation of an Adversary Proceeding and 

the Trustee’s other Claims, as well as litigation by Turicum to attempt to prevent the Trustee 

from exercising the Purchase Option and a potential appeal. While the Trustee believes that her

claims are meritorious, the Trustee recognizes that such litigation involves complicated factual 

determinations (typically made on a case-by-case basis) and the potential for extended litigation

involving costly and time-consuming discovery related to factual issues, and an uncertain result. 

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(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 she would not have difficulty 

collecting on a judgment that may be obtained by the Estate, whether such judgment is for a 

monetary amount or a judgment of specific performance, or both. 

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

inconvenience and delay necessarily attending it, given the issues that have been raised by 

Turicum, the Trustee submits that the complexity of the litigation involved, and the expense, 

inconvenience, and delay necessarily attendant to such litigation, including potentially litigating 

an adversary proceeding and a possible appeal, as well as the Claims to force Turicum to comply 

with the Purchase Option, to achieve substantially similar results negotiated under the Stipulation, 

is cost prohibitive to the Estate. Indeed avoiding the delays and uncertainty inherent in this 

litigation will provide much more of a benefit to this Estate. 

(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 Turicum and believes that it is in the best interests of 

the estate, but will consider the positions of creditors with a proper deference toward their 

reasonable views.

20. 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 being in the best interest of creditors and the estate.

Request for Approval of Payment to Trustee for Reimbursement of Cure Amounts Paid

21. After the April 27, 2022 hearing on the Trustee’s Expedited Motion for Order 

Authorizing Assumption and Assignment of Lease Agreement and Waiving the Fourteen (14) Day 

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Stay of Effectiveness Pursuant to Bankruptcy Rule 6006(d) [ECF No. 83], the Trustee paid costs 

consisting of the Cure Amounts totaling $8,080.34 to Turicum, LLC to cure prior defaults in 

order to assume the tenant’s rights and obligations under the Lease. 

22. The Trustee requests approval to reimburse herself those costs in the amount of 

$8,080.34 from the $100,000.00 Settlement Amount. 

WHEREFORE, Deborah C. Menotte, Trustee in Bankruptcy for Clifford Ryan Morris

by and through undersigned counsel, respectfully requests that the Court enter an order approving 

the attached stipulation to compromise controversy, approving of the Trustee’s reimbursement to 

herself of costs paid in the amount of $8,080.34 for the Cure Amounts, plus granting such other 

and further relief as the Court deems just and proper.

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 qualifications to 

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

Dated: May 25, 2022 Respectfully Submitted, 

GREENSPOON MARDER LLP

/s/ Rilyn A. Carnahan

MICHAEL R. BAKST, ESQ.

Florida Bar No.: 866377

RILYN A. CARNAHAN, ESQ.

Florida Bar Number: 614831

Attorneys for the Trustee

CityPlace Tower

525 Okeechobee Blvd., Suite 900

West Palm Beach, FL 33401

T: (561) 838-4557 

F: (561) 514-3457

Email: rilyn.carnahan@gmlaw.com

Case 21-20416-MAM Doc 96 Filed 05/25/22 Page 6 of 19
47323725

CERTIFICATE OF SERVICE

I certify that on May 25, 2022, I electronically filed the foregoing document with the 

Clerk of Court using CM/ECF. I also certify that the foregoing document is being served this 

day on all counsel of record or pro se parties identified on the attached Service List, either via 

transmission of Notices of Electronic Filing generated by CM/ECF, or by first class U.S. mail on 

those counsel or parties who are not authorized to receive electronically Notices of Electronic 

Filing as indicated below.

/s/ Rilyn A. Carnahan

RILYN A. CARNAHAN, ESQ.

Florida Bar Number: 614831

Mailing Information for Case 18-25900-MAM

Electronic Mail Notice List

The following is the list of parties who are currently on the list to receive email notice/service 

for this case. 

 David W Baddley baddleyd@sec.gov

 Michael R Bakst efilemrb@gmlaw.com, 

ecf.alert+Bakst@titlexi.com;efileu1084@gmlaw.com;efileu1086@gmlaw.com;efileu386

@gmlaw.com;efileu1857@gmlaw.com

 Michael R. Bakst efileu1094@gmlaw.com, 

ecf.alert+bakst@titlexi.com;efileu1092@gmlaw.com;efileu2170@gmlaw.com;efileu386

@gmlaw.com;Melissa.bird@gmlaw.com

 Rilyn A Carnahan rilyn.carnahan@gmlaw.com, 

efileu1092@gmlaw.com;efileu1089@gmlaw.com;efileu2170@gmlaw.com;efileu1435@

gmlaw.com;efileu1094@gmlaw.com;efileu1093@gmlaw.com;gregory.stolzberg@gmlaw

.com;efileu2299@gmlaw.com

 Patrick R Dorsey pdorsey@slp.law, 

dlocascio@slp.law;dwoodall@slp.law;pmouton@slp.law;pdorsey@ecf.courtdrive.com

 Heidi A Feinman Heidi.A.Feinman@usdoj.gov

 Dana L Kaplan dana@kelleylawoffice.com, 

tina@kelleylawoffice.com;cassandra@kelleylawoffice.com;kristina@kelleylawoffice.co

m;debbie@kelleylawoffice.com;craig@kelleylawoffice.com

 Craig I Kelley craig@kelleylawoffice.com, 

tina@kelleylawoffice.com;cassandra@kelleylawoffice.com;kristina@kelleylawoffice.co

m;debbie@kelleylawoffice.com;dana@kelleylawoffice.com

 Office of the US Trustee USTPRegion21.MM.ECF@usdoj.gov

 Jordan L Rappaport office@rorlawfirm.com, 1678370420@filings.docketbird.com

 Bradley S Shraiberg bss@slp.law, 

dwoodall@slp.law;dwoodall@ecf.courtdrive.com;dlocascio@slp.law;pmouton@slp.law

Case 21-20416-MAM Doc 96 Filed 05/25/22 Page 7 of 19
47323725

 William M Uptegrove uptegrovew@sec.gov, 

baddleyd@sec.gov;JacobsonN@SEC.GOV

 Aaron A Wernick awernick@wernicklaw.com, 

awernick@ecf.courtdrive.com;crubin@wernicklaw.com;dkariotis@wernicklaw.com;mla

verriere@wernicklaw.com

Manual Notice List

The following is the list of parties who are not on the list to receive email notice/service for this 

case (who therefore require manual noticing/service). 

Kevin Cerulli

2400 South Ocean Drive #5224 

Fort Pierce, FL 34949

Ecosphere Technologies, Inc.

c/o Dennis McGuire

2486 SW Creekside Dr. 

Palm City, FL 34990

George R Hinnant

Allan Kalish

2240 Palm Beach Lakes Blvd Suite 400A 

West Palm Beach, FL 33409

Allan Kalish

7102 Lorraine Court 

Port St Lucie, FL 34952

Soneet R Kapila

1000 S. Federal Highway 

Suite 200

Fort Lauderdale, FL 33316

Martin County Tax Collector

3485 SE Willoughby Blvd 

Stuart, FL 34994

All interested parties on the Court’s mailing matrix attached hereto

Case 21-20416-MAM Doc 96 Filed 05/25/22 Page 8 of 19
 Label Matrix for local noticing Mirzam Land Investment, LLC Mirzam Venture Capital, LLC 

 113C-9 Attn: Clifford Morris Attn: Clifford Morris 

 Case 21-20416-MAM 5558 Force Four Parkway, Ste. 200 5558 Force Four Parkway, Ste. 200 

 Southern District of Florida Orlando, FL 32839-2968 Orlando, FL 32839-2968 

 West Palm Beach 

 Tue May 3 12:01:33 EDT 2022 

 (c)TURICUM, LLC Wells Fargo Bank, N.A. Atlantic Cap 

 C/O MICHAEL W. SIMON eXL Legal, PLLC POB550889 

 3839 NW 2ND AVE STE 100 12425 28th Street North, Suite 200 Atlanta, GA 30355 

 BOCA RATON FL 33431-5862 St. Petersburg, FL 33716-1826 

 

 Bank of America Bank of America, N.A Barclays Bank Delaware 

 POB 982238 4909 Savarese Cir POB 8803 

 El Paso, TX 79998-2238 Tampa, FL 33634-2413 Wilmington, DE 19899-8803 

 Calvary Portfolio Services Citibank Citicards CBNA 

 500 Summit Lake Dr, Ste 4A POB 6500 5800 S Corporate Place 

 Valhalla, NY 10595-2323 Sioux Falls, SD 57117-6500 Mail Code 234 

 Sioux Falls, SD 57108-5027 

 Diamond, Kaplan & Rothstein, PA Drew Linen, Esq Focus FInancial Services 

 c/o Scott M. Diamond 1133 S University Dr, 2nd floor 3800 S Congress Ave, ste 3 

 2665 S Bayshore Dr PH2B Plantation, FL 33324-3303 Boynton Beach, FL 33426-8424 

 Miami, FL 33133-5448 

 Hayt, Hayt & Landau, PL (p)JPMORGAN CHASE BANK N A Office of the US Trustee 

 7765 SW 87 Ave. #101 BANKRUPTCY MAIL INTAKE TEAM 51 S.W. 1st Ave. 

 Miami, FL 33173-2535 700 KANSAS LANE FLOOR 01 Suite 1204 

 MONROE LA 71203-4774 Miami, FL 33130-1614 

 Phillips, Cohen & Associates, Ltd Turicum LLC Wells Fargo Bank 

 Mail Stop 661 600 NW 7 Terr POB 536210 

 1002 Justison St Boca Raton, FL 33486-3528 Atlanta, GA 30353-6210 

 Wilmington, DE 19801-5148 

 Alan Barbee Clifford Ryan Morris Deborah Menotte 

 1400 Centerpark Blvd Suite 860 1228 Merlot Dr POB 211087 

 Suite 860 Palm Beach Gardens, FL 33410-1528 West Palm Beach, FL 33421-1087 

 West Palm Beach, FL 33401-7421 

 Jiapeng Hao Jiqin Liu John Schuttler 

 c/o Joshua W. Dobin, Esq. c/o Joshua W. Dobin, Esq. Turicum, LLC 

 Meland Budwick, PA Meland Budwick, PA 600 NW 7th Terrace 

 200 S. Biscayne Blvd., 200 S. Biscayne Blvd., Boca Raton, FL 33486-3528 

 Suite 3200 Suite 3200 

 Miami, FL 33131-5323 Miami, FL 33131-5323 

 Kang Wu Kenneth R Noble Esq. Laisuo Yin 

 c/o Joshua W. Dobin, Esq. 6199 North Federal Highway c/o Joshua W. Dobin, Esq. 

 Meland Budwick, PA Boca Raton, FL 33487-3938 Meland Budwick, PA 

 200 S. Biscayne Blvd., 200 S. Biscayne Blvd., 

 Suite 3200 Suite 3200 

 Miami, FL 33131-5323 Miami, FL 33131-5323 

Case 21-20416-MAM Doc 96 Filed 05/25/22 Page 9 of 19
 Lin Gu Mingyi Zhao Pingwen Hu 

 c/o Joshua W. Dobin, Esq. c/o Joshua W. Dobin, Esq. c/o Joshua W. Dobin, Esq. 

 Meland Budwick, PA Meland Budwick, PA Meland Budwick, PA 

 200 S. Biscayne Blvd., 200 S. Biscayne Blvd., 200 S. Biscayne Blvd., 

 Suite 3200 Suite 3200 Suite 3200 

 Miami, FL 33131-5323 Miami, FL 33131-5323 Miami, FL 33131-5323 

 Qiang Xu Shifen Tan Siong Wenlin 

 c/o Joshua W. Dobin, Esq. c/o Joshua W. Dobin, Esq. c/o Joshua W. Dobin, Esq. 

 Meland Budwick, PA Meland Budwick, PA Meland Budwick, PA 

 200 S. Biscayne Blvd. 200 S. Biscayne Blvd. 200 S. Biscayne Blvd., 

 Suite 3200 Suite 3200 Suite 3200 

 Miami, FL 33131-5323 Miami, FL 33131-5323 Miami, FL 33131-5323 

 Yan Yue 

 c/o Joshua W. Dobin, Esq. 

 Meland Budwick, PA 

 200 S. Biscayne Blvd., 

 Suite 3200 

 Miami, FL 33131-5323 

 

 The preferred mailing address (p) above has been substituted for the following entity/entities as so specified 

 by said entity/entities in a Notice of Address filed pursuant to 11 U.S.C. 342(f) and Fed.R.Bank.P. 2002 (g)(4). 

 JPMCB Card Services 

 POB 15369 

 Wilmington, DE 19850 

 Addresses marked (c) above for the following entity/entities were corrected 

 as required by the USPS Locatable Address Conversion System (LACS). 

 Turicum, LLC 

 c/o Michael W. Simon 

 3839 NW Boca Raton Blvd., Suite 100 

 Boca Raton, FL 33431 

 The following recipients may be/have been bypassed for notice due to an undeliverable (u) or duplicate (d) address. 

 (u)West Palm Beach End of Label Matrix 

 Mailable recipients 36 

 Bypassed recipients 1 

 Total 37 

Case 21-20416-MAM Doc 96 Filed 05/25/22 Page 10 of 19
EXHIBIT 

“A”

Case 21-20416-MAM Doc 96 Filed 05/25/22 Page 11 of 19
UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF FLORIDA

WEST PALM BEACH DIVISION

In Re: CASE NO.: 21-20416-MAM

 Chapter 7

CLIFFORD RYAN MORRIS,

Debtor.

________________________________/ 

STIPULATION TO COMPROMISE CONTROVERSY

BETWEEN TRUSTEE AND TURICUM, LLC

This stipulation (“Stipulation” or “Agreement”) is entered on the date set forth below 

between the Trustee Deborah C. Menotte (the “Trustee”) as Chapter 7 Trustee in Bankruptcy for 

Clifford Ryan Morris (the “Debtor”) and Turicum, LLC (“Turicum”, and together with the Trustee, 

collectively the “Parties”). The Parties hereby stipulate and agree as follows:

RECITALS

WHEREAS, this case was commenced by the filing of a voluntary Chapter 7 bankruptcy 

petition by the Debtor on October 29, 2021 (“Petition Date”);

WHEREAS, Deborah C. Menotte has been appointed as the Chapter 7 Trustee of the 

Debtor’s bankruptcy estate (the “Estate”); 

WHEREAS, the section 341 Meeting of Creditors was conducted and concluded on 

December 20, 2021; 

WHEREAS, the Debtor’s Schedule A/B no. 19 lists the Debtor’s 100% ownership of 

Mirzam Land Investment, LLC and Mirzam Venture Capital, LLC; 

WHEREAS, the Trustee has discovered that Mirzam Land Investment, LLC conveyed the 

premises located at 97th Street, Fellsmere, Florida 32948 and 99th Street, Fellsmere, Florida 32948

(collectively the “Premises”) to Turicum on or about May 6, 2020; 

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WHEREAS, Mirzam Land Investment, LLC as the tenant (the “Tenant”), entered into a 

lease of the Premises (the “Lease”) with Turicum, as the landlord, pursuant to which the tenant has 

an option to purchase the Premises (the “Purchase Option”); 

WHEREAS, on February 17, 2022, the Trustee filed her Trustee’s Motion to Substantively 

Consolidated Mirzam Venture Capital, LLC and Mirzam Land Investment, LLC into this Estate

(the “Sub Con Motion”) [ECF No. 51];

WHEREAS, on March 15, 2022, the Court entered its Order Granting Trustee’s Motion 

to Substantively Consolidate Mirzam Venture Capital, LLC and Mirzam Land Investment, LLC 

into this Estate [ECF No. 51] (the “Sub Con Order”) [ECF No. 64];

WHEREAS, as a result, the Tenant is now a debtor in this Estate, and its property, 

including the interest in the Lease and all rights and benefits under the Lease, including, without 

limitation, the Purchase Option, are property of this Estate;

WHEREAS, on or about April 28, 2022, the Trustee provided written notice to Turicum 

that she is exercising the Purchase Option and wished to extend the Lease in order to effectuate a 

closing on the purchase of the Premises; 

WHEREAS, on or about April 29, 2022, the Trustee delivered payments to Turicum in 

the amounts of $8,000.00 and $80.34, respectively, comprised of April rent plus interest and a late 

fee, May rent, 2021 property taxes plus a 3% late penalty, estimated 2022 property taxes for 

January 2022 through May 2022; 

WHEREAS, on or about May 6, 2022, the Trustee delivered a payment to Turicum in the 

amount of approximately $60.00 comprised of the estimated insurance owed for May 2022;

WHEREAS, Turicum has asserted that it has grounds to prevent the Trustee from 

exercising the Purchase Option and that it will appeal certain rulings made by the Bankruptcy 

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3 

Court at a hearing on April 27, 2022 and in the Court’s Order Granting In Part and Denying In 

Part Trustee’s Expedited Motion for Order Authorizing Assumption and Assignment of Lease 

Agreement and Waiving the Fourteen (14) Day Stay of Effectiveness Pursuant to Bankruptcy Rule 

6006(d) [ECF No. 87] memorializing that ruling; 

WHEREAS, the Trustee believes that grounds exist to compel Turicum to sell the 

Premises to the Trustee under the Purchase Option, and in addition, that grounds exist for her to 

bring an action against Turicum to avoid and recover the transfer of the Premises to it pursuant to 

11 U.S.C. §§ 544, 548 and 550, and Florida Statute Section 726.101, et seq., among other relief 

(the “Claims”);

NOW THEREFORE, to avoid litigating the Claims and to avoid incurring further 

expenses to litigate an adversary proceeding, the Trustee and Turicum agree as follows:

SETTLEMENT TERMS AND PROVISIONS

1. Recitals Incorporated. The above recitals and prefatory phrases and paragraphs set 

forth above are true and correct and are hereby incorporated in full and made a part of this 

Agreement.

2. Settlement Payment. Within three (3) days of the entry of a final non-appealable 

order by the Bankruptcy Court approving this Agreement, Turicum shall pay to the Trustee one 

hundred thousand dollars ($100,000.00) (the “Settlement Payment”) in settlement of the Claims 

and any and all other claims that the Trustee may have against it and/or the Premises, including, 

without limitation, any rights that the Trustee may have under the Lease and the Purchase Option. 

In exchange for the Settlement Payment, the Trustee shall waive and release any and all claims, 

rights, title, or interest in or to the Premises, and Turicum may retain the Premises free and clear 

of any right, title, lien, or interest of the Trustee and the Estate. 

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4 

3. Tax Obligations. Each Party will be responsible for any tax obligation it incurs as 

a result of this Agreement. 

4. Releases. Upon the order approving this Stipulation becoming final and nonappealable, Turicum fully, finally, and forever, releases, discharges, and waives, and shall be 

deemed to have released, discharged, and waived, any and all claims, proofs of claim, liabilities, 

costs (including attorneys’ fees and costs), charges, causes of action, actions, causes, rights, debts, 

charges, demands, contracts, covenants, representations, warranties, accounts, setoffs, obligations, 

Lease obligations and rights, damages, including, without limitation those relating in any manner, 

whatsoever, directly or indirectly to the Lease, Purchase Option, the Premises, the Debtor, and this 

bankruptcy case, and including, without limitation, all arrearages due and owing under the Lease, 

including, without limitation, any prior taxes or insurance owed as well as the 2022 taxes and 

insurance, and any other costs, fees, or damages, all rents and other past due damages, costs, and 

charges, and all amounts, charges, or costs which will be due under the Lease, including, without 

limitation, rent, insurance, taxes, damages, fees, and other costs or charges; and any other liability 

whatsoever, whether at law or equity, known or unknown, liquidated or unliquidated, contingent 

or fixed, direct or indirect, that it may have against the Trustee, the Debtor, their professionals, and 

against or within the bankruptcy Estate, and Turicum agrees that it shall have no claim within or 

against the Estate. 

Upon the order approving this Stipulation becoming final and non-appealable, and the 

Trustee’s receipt of the Settlement Payment in cleared funds, the Trustee fully, finally, and forever, 

releases, discharges, and waives, and shall be deemed to have released, discharged, and waived 

the Claims, and any other claims, causes of action, actions, causes, rights, debts, costs, charges, 

demands, contracts, covenants, representations, warranties, accounts, setoffs, obligations, Lease 

DocuSign Envelope ID: 579EFB53-D00F-4F1E-B028-AFE6C4B3CEA0 Case 21-20416-MAM Doc 96 Filed 05/25/22 Page 15 of 19
5 

obligations and rights, damages, including, without limitation those relating in any manner, 

whatsoever, directly or indirectly to the Lease, Purchase Option, the Premises, the Debtor, and this 

bankruptcy case, and any other liability whatsoever, whether at law or equity, known or unknown, 

liquidated or unliquidated, contingent or fixed, direct or indirect, that the Trustee may have against 

Turicum. 

5. Bankruptcy Court Approval and Retention of Jurisdiction. The Parties are aware 

that this Stipulation must be noticed to all creditors and must be approved by the Bankruptcy Court. 

In the event that it is not approved, this Stipulation shall be deemed null and void and of no legal 

effect, including the validity of any and all instruments executed by the Trustee for its performance 

and implementation prior to its approval, the Settlement Payment, if already paid, shall be returned 

to Turicum, and the Parties shall be restored to their respective positions as they existed prior to 

the execution of the Stipulation. The Parties shall request that the Court enter an Order approving 

this Stipulation, and reserving jurisdiction to enforce the terms and covenants contained herein. 

The Parties agree that all amounts due under the Lease as of the execution of this 

Stipulation or at any thereafter shall be suspended while the Parties seek Bankruptcy Court 

approval of this Stipulation (the “Suspension”). Accordingly, the Trustee shall not be required to 

make any payments pursuant to the Lease, and shall not be in violation or default of the Lease, nor 

otherwise penalized, for failure to make any payment owed under the Lease, unless and until the 

Bankruptcy Court denies approval of this Stipulation, at which time, the Trustee shall have until 

the tenth day after the entry of a final non-appealable order by the Bankruptcy Court denying 

approval of this Stipulation by which to pay any amounts owed under the Lease which have 

accrued during the Suspension period. 

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6. No Other Agreements; Modification. This Stipulation contains the entire 

understanding and agreement of the Parties, and there are no prior or contemporaneous promises, 

representations, agreements, warranties, or undertakings by either party to the other, either oral or 

written of any character or nature, except as set forth in this Agreement. This Stipulation may be 

altered, amended, or modified only by an instrument in writing, executed and acknowledged by 

the Parties to this Agreement, with the same formality as this Agreement, and by no other means. 

Each Party waives any right to claim that this Stipulation was modified, canceled, superseded, or 

changed by an oral agreement, course of conduct, or estoppel. 

7. Applicable Law. All matters affecting the execution, interpretation, validity, and 

enforceability of this Stipulation shall be subject to, and interpreted under, federal bankruptcy law, 

as well as the laws of the State of Florida to whatever extent bankruptcy law relies upon state law.

 8. No Presumptions Against Drafter. The fact that any draft of this Stipulation was 

prepared by counsel for one of the Parties shall create no presumptions, and, specifically, shall not 

cause any ambiguities to be construed against that Party. The Parties acknowledge that each has 

contributed toward the drafting of this Stipulation, and that this Stipulation is the result of 

negotiations between the parties. 

9. Failure to Require Performance. The failure of either Party at any time to require 

the performance of the other of any of the terms, provisions, or conditions hereof shall in no way 

affect the right thereafter to enforce the same, nor shall the waiver by either party of the breach of 

any of the terms, provisions, and conditions hereof, be construed or be deemed a waiver of any 

succeeding breach of any term, provision, or condition hereof. 

10. Understanding of terms. The Parties acknowledge that each fully understands all 

of the terms and obligations of this Stipulation, and each believes the same to be fair, just, 

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equitable, reasonable, fully acceptable, and not unconscionable. 

11. No duress. The Parties enter into this Stipulation freely and voluntarily. Neither 

Party has been the subject of any duress, undue influence, fraud, or coercion in entering into this 

Stipulation.

12. Advice of Counsel. All Parties to this Stipulation acknowledge that they have had 

the benefit and assistance of the representation of their own separate and independent attorneys to 

advise them of their rights and obligations under this Stipulation, and they are also aware of what 

their rights would be in the absence of this Stipulation. 

13. Binding Effect. This Stipulation shall be binding upon the Parties hereto and shall 

also be binding upon and inure to the benefit of the heirs, assigns, personal representatives, and 

successors of the respective Parties.

14. Counterparts. This Stipulation may be executed in two or more counterparts, 

including facsimile and e-mail counterparts, none of which need contain signatures of all of the 

Parties hereto, each of which will constitute an original, and all of which, taken together, shall 

constitute one and the same agreement. 

15. Authority. Each Party to this Stipulation represents that it is duly authorized to 

execute this Stipulation and that the Parties through whom each Party executes this Stipulation are 

fully and duly empowered and authorized to execute same on the respective Party’s behalf. 

16. Date of Stipulation. The date of this Stipulation is the date on which the last of the 

Parties executes a copy of it.

17. Fees and Costs. Each Party shall bear its own costs and attorney’s fees in 

connection with this Agreement and all matters related to the Claims, the Lease, and the 

Bankruptcy Case. 

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