UNITED STATES BANKRUPTCY COURT 

SOUTHERN DISTRICT OF FLORIDA 

(WEST PALM BEACH DIVISION) 

In re: 

 

PLATO CHRIS FOUFAS, CASE NO. 20-22967-EPK 

Debtor. CHAPTER 7 

__________________________________/ 

DEBORAH MENOTTE, as Chapter 7 

Trustee for the Debtor, Plato Chris Foufas, ADV. PROC. NO. 21-01362-EPK 

Plaintiff, 

v. 

PLATO CHRIS FOUFAS, et al., 

Defendants. 

_________________________________/ 

NOTICE OF FILING 

 The Plaintiff, Deborah Menotte (“Plaintiff” or “Trustee”), as Chapter 7 Trustee for the 

Debtor, Plato Chris Foufas (the “Debtor”), by and through counsel, hereby files the Motion by 

Chapter 7 Trustee, Menotte to Approve Settlement and Compromise Controversy with Adversary 

Defendants, Timothy Foufas and Astor Street Holding, LLC [Main Case ECF No.92] attached 

hereto as Exhibit “A”.

Respectfully submitted: May 20, 2022. 

GENOVESE JOBLOVE & BATTISTA, P.A. 

Attorneys for the Trustee/Plaintiff 

200 East Broward Blvd, Suite 1110 

Fort Lauderdale, Florida 33301 

Tel: (954) 453-8000 

Fax: (954) 453-8010 

By: /s/ Barry P. Gruher 

 Barry P. Gruher, Esq. 

 Florida Bar No. 960993 

Case 21-01362-EPK Doc 121 Filed 05/20/22 Page 1 of 46
2 

 bgruher@gjb-law.com

Zachary I. Malnik, Esq. 

Florida Bar No. 1010272 

zmalnik@gjb-law.com 

CERTIFICATE OF SERVICE

 I HEREBY CERTIFY that a true copy of the foregoing Notice was served on May 20, 

2022 to all registered users through the CM/ECF System and/or U.S. Mail as referenced on the 

attached service list. 

By: /s/ Barry P. Gruher 

 Barry P. Gruher, Esq. 

 Florida Bar No. 960993 

SERVICE LIST 

Served Via CM/ECF Notification 

Joaquin J Alemany on behalf of Defendant Orion Corporate & Trust Services, Ltd. 

joaquin.alemany@hklaw.com, jose.casal@hklaw.com 

Robert C Folland on behalf of Defendant Astor Street Holdings, LLC 

rob.folland@btlaw.com, courtney.dunham@btlaw.com 

Robert C Folland on behalf of Defendant Timothy Foufas 

rob.folland@btlaw.com, courtney.dunham@btlaw.com 

Barry P Gruher on behalf of Plaintiff Deborah Menotte, Chapter 7 Trustee 

bgruher@gjb-law.com, vlambdin@gjb-law.com;gjbecf@gjb-law.com;cscavone@gjblaw.com;gjbecf@ecf.courtdrive.com;chopkins@gjb-law.com 

Craig A. Pugatch, Esq on behalf of Defendant Braircliffe Lakeside Associates, LLC 

capugatch.ecf@rprslaw.com, jheredia@rprslaw.com 

Craig A. Pugatch, Esq on behalf of Defendant Earlsted, LLC 

capugatch.ecf@rprslaw.com, jheredia@rprslaw.com 

Craig A. Pugatch, Esq on behalf of Defendant Foufas Properties/Braircliffe, Inc. 

capugatch.ecf@rprslaw.com, jheredia@rprslaw.com 

Craig A. Pugatch, Esq on behalf of Defendant Guardian Fiduciary Management, Ltd. 

capugatch.ecf@rprslaw.com, jheredia@rprslaw.com 

Case 21-01362-EPK Doc 121 Filed 05/20/22 Page 2 of 46
3 

Craig A. Pugatch, Esq on behalf of Defendant KM Settlement dated May 23, 1996 between Plato 

Chris Foufas and Nova Corporation 

capugatch.ecf@rprslaw.com, jheredia@rprslaw.com 

Craig A. Pugatch, Esq on behalf of Defendant PFCO, Inc. 

capugatch.ecf@rprslaw.com, jheredia@rprslaw.com 

Craig A. Pugatch, Esq on behalf of Defendant Plato Foufas & Company, LLC 

capugatch.ecf@rprslaw.com, jheredia@rprslaw.com 

Craig A. Pugatch, Esq on behalf of Defendant Sixth and Gest Properties, LLC 

capugatch.ecf@rprslaw.com, jheredia@rprslaw.com 

Craig A. Pugatch, Esq on behalf of Defendant The KM Settlement dated January 9, 1998 

Between Plato Foufas and St. Vincent Trust Services, Ltd. 

capugatch.ecf@rprslaw.com, jheredia@rprslaw.com 

Craig A. Pugatch, Esq on behalf of Defendant Wrightford Corporation 

capugatch.ecf@rprslaw.com, jheredia@rprslaw.com 

Robert F. Reynolds on behalf of Defendant Plato Chris Foufas 

rreynolds@robertreynoldspa.com 

Jason Slatkin, Esq. on behalf of Defendant Guardian Fiduciary Management, Ltd. 

jslatkin@loriumlaw.com, ecf.jslatkin@loriumlaw.com 

 

Served Via U.S. Mail 

All parties on the attached mailing matrix. 

Case 21-01362-EPK Doc 121 Filed 05/20/22 Page 3 of 46
 Label Matrix for local noticing Schiller DuCanto & Fleck LLP Alabama Dept of Revenue 

 113C-9 c/o Brinkley Morgan PO Box 327467 

 Case 20-22967-EPK 100 SE Third Ave, 23rd Floor Montgomery, AL 36132-7467 

 Southern District of Florida Ft Lauderdale, FL 33394-0002 

 West Palm Beach 

 Fri May 20 14:47:05 EDT 2022 

 American Express American Express National Bank Bank of America 

 PO Box 0001 c/o Becket and Lee LLP PO Box 851001 

 Los Angeles, CA 90096-8000 PO Box 3001 Dallas, TX 75285-1001 

 Malvern PA 19355-0701 

 

 (p)JPMORGAN CHASE BANK N A Hughes Socol Piers Resnick & Dym, Ltd. (p)INTERNAL REVENUE SERVICE 

 BANKRUPTCY MAIL INTAKE TEAM 70 W Madison St CENTRALIZED INSOLVENCY OPERATIONS 

 700 KANSAS LANE FLOOR 01 Ste 4000 PO BOX 7346 

 MONROE LA 71203-4774 Chicago, IL 60602-4698 PHILADELPHIA PA 19101-7346 

 IRS Insolvency Operation Indiana Department of Revenue ORBA 

 PO Box 7346 PO Box 1674 NBC Tower 

 Philadelphia, PA 19101-7346 Indianapolis, IN 46206-1674 455 N Cityfront Plaza Dr 

 Ste 1500 

 Chicago, IL 60611-5313 

 

 Office of the US Trustee Schiller DuCanto & Fleck LLP Select Portfolio Servicing, Inc. 

 51 S.W. 1st Ave. c/o Mark A. Levy, Brinkley Morgan Attn: Bankruptcy Dept. 

 Suite 1204 100 SE Third Avenue, 23rd Floor PO Box 65250 

 Miami, FL 33130-1614 Fort Lauderdale, FL 33394-0002 Salt Lake City, UT 84165-0250 

 (p)STATE OF ALABAMA DEPARTMENT OF REVENUE Stein & Stein, Ltd. The Bernstein Law Firm, LLC 

 P O BOX 320001 30 N La Salle St 350 N Clark St 

 MONTGOMERY AL 36132-0001 Ste 3100 Ste 400 

 Chicago, IL 60602-2576 Chicago, IL 60654-4980 

 Theodora Foufas Deborah Menotte Plato Chris Foufas 

 160 E Illinois St POB 211087 11932 Longwood Green Dr 

 Apt 2404 West Palm Beach, FL 33421-1087 Wellington, FL 33414-7068 

 Chicago, IL 60611-5417 

 Robert F. Reynolds Soneet Kapila Theodora Foufas 

 515 East Las Olas BLvd. #850 1000 South Federal Highway c/o Brinkley Morgan 

 Ft Lauderdale, FL 33301-2277 Suite 200 100 SE Third Ave, 23rd Floor 

 Fort Lauderdale, FL 33316-1237 Ft Lauderdale, FL 33394-0002 

 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). 

 Chase IRS (d)JPMorgan Chase 

 Mail Code LA4-6911 PO Box 1214 PO Box 182055 

 700 Kansas Ln Charlotte, NC 28201-1214 Columbus, OH 43218-2055 

 Monroe, LA 71203-4774 

Case 21-01362-EPK Doc 121 Filed 05/20/22 Page 4 of 46
 State of Alabama Department of Revenue 

 Legal Division 

 P.O. Box 320001 

 Montgomery, AL 36132-0001 

 

 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 23 

 Bypassed recipients 1 

 Total 24 

Case 21-01362-EPK Doc 121 Filed 05/20/22 Page 5 of 46
4 

EXHIBIT “A”

Case 21-01362-EPK Doc 121 Filed 05/20/22 Page 6 of 46
UNITED STATES BANKRUPTCY COURT 

SOUTHERN DISTRICT OF FLORIDA 

(WEST PALM BEACH DIVISION) 

In re: 

 

PLATO CHRIS FOUFAS, CASE NO. 20-22967-EPK 

Debtor. CHAPTER 7 

__________________________________/ 

MOTION BY DEBORAH MENOTTE, CHAPTER 7 TRUSTEE, TO APPROVE 

SETTLEMENT AND COMPROMISE CONTROVERSY WITH ADVERSARY 

DEFENDANTS, TIMOTHY FOUFAS AND ASTOR STREET HOLDINGS, LLC 

Any interested party who fails to file and serve a written 

response to this motion within 21 days after the date of service 

stated in this motion shall, pursuant to Local Rule 9013-

1(D)(1), be deemed to have consented to the entry of an Order 

in the form attached to this motion. Any scheduled hearing 

may then be cancelled. 

Deborah Menotte (the “Trustee”), as Chapter 7 Trustee for the Debtor, Plato Chris Foufas 

(the “Debtor”), by and through counsel, and pursuant to Fed. R. Bank. P. 9019 and Local Rules 

9013-1(D)(3) and 9019-1, hereby files this Motion by Deborah Menotte, Chapter 7 Trustee, to 

Approve Settlement and Compromise Controversy (the “Motion”)1 with Adversary Defendants, 

Timothy Foufas (“T. Foufas”) and Astor Street Holdings, LLC (“Astor Street”)(collectively, the 

“Defendants”) (the Trustee and Defendants, together, the “Parties”) and in support thereof states, 

as follows: 

BACKGROUND 

1. On November 27, 2020 (the “Petition Date”), the Debtor filed a voluntary petition 

for relief on behalf of the bankruptcy estate (the “Estate”) under Chapter 11 of the Bankruptcy 

Code (the “Bankruptcy Case”). 

 

1

 Unless otherwise defined herein, all capitalized terms shall have the same use and meaning as set forth in the 

Settlement Agreement and Second Amended Complaint [Adv. ECF No. 103], as referenced below. 

Case 21-01362-EPK Doc 121 Filed 05/20/22 Page 7 of 46 Case 20-22967-EPK Doc 92 Filed 05/20/22 Page 1 of 40
2 

2. On October 8, 2021, the Plaintiff commenced the above-referenced adversary 

proceeding (the “Adversary Case”) against the Defendants, including co-defendants, the KM 

Settlement, Debtor and Business Entity Defendants, by filing an Adversary Complaint for 

Declaratory Judgment, Turnover of Estate Property, Avoidance and Recovery of Fraudulent 

Transfers, Substantive Consolidation, and for Other Relief (the “Complaint”) [Adv. ECF No. 1] 

seeking relief for, among other things, declaratory judgment and turnover of estate property with 

respect to the Business Entities and other Trust Assets held within the KM Settlement, for 

substantive consolidation of the Business Entities, and avoidance and recovery of certain 

fraudulent transfers under applicable bankruptcy and non-bankruptcy law. 

3. On December 6, 2021, T. Foufas filed Defendant Timothy Foufas’ Motion to 

Dismiss for Lack of Personal Jurisdiction, or in the Alternative for Severance [Adv. ECF No. 25 

and his Motion to Withdraw The Reference (the “Motion to Withdraw Reference”)[Adv. ECF 

No. 26] seeking to withdraw the reference of the Adversary Case to the United States District 

Court for the Southern District of Florida, Case No. 21-82517-CIV- Cannon (the “District 

Court”)[D.E. 1] with respect to the claims asserted by Plaintiff against T. Foufas for which this 

Defendant had demanded the right to jury trial. 

4. On December 7, 2021, the Bankruptcy Court entered its Order Determining NonCore Status of Claims regarding the Motion to Withdraw Reference [ECF No. 36]. 

5. On December 8, 2021, the Bankruptcy Court held a Status Conference in the 

Adversary Case [Adv. ECF No. 7] and, on December 9, 2021, entered its Order Continuing 

Status Conference, Extending Deadline to Amend Complaint, and Abating Pending Motions 

which, among other things, continued the Status Conference in the Adversary Case to March 9, 

2022, and setting the deadline by which the Plaintiff may file an amended complaint and abating 

Case 21-01362-EPK Doc 121 Filed 05/20/22 Page 8 of 46 Case 20-22967-EPK Doc 92 Filed 05/20/22 Page 2 of 40
3 

the motions (the “Order Continuing Status Conference”) [Adv. ECF No. 38]. 

6. On December 26, 2021, the District Court entered its Order Granting In Part And 

Denying In Part Defendant’s Motion to Withdraw Reference to Bankruptcy Court [D.E. 5]; [ECF 

No. 46] which, among other things, provided for withdrawal of the “bankruptcy reference insofar 

as it includes a reference for trial on any legal or factual issues and causes of action,” concerning 

Defendant, T. Foufas. 

7. On January 14, 2022, in accordance with the Order Continuing Status Conference, 

the Plaintiff timely filed the First Amended Complaint for Declaratory Judgment, Turnover of 

Estate Property, Avoidance and Recovery of Fraudulent Transfers, Substantive Consolidation, 

and for Other Relief (the “First Amended Complaint”) [Adv. ECF No. 47]. 

8. On February 4, 2022, T. Foufas filed Timothy Foufas’ Motion to Dismiss 

Amended Complaint for Lack of Personal Jurisdiction, or for Severance and Stay, which motion 

was rendered moot by the filing of the Second Amended Complaint reference below, but is likely 

to be refiled absent the Settlement Agreement (“T. Foufas MTD”) [Adv. ECF No. 48]; 

9. On April 19, 2022, the Court entered its Order (I) Granting Plaintiff's Motion for 

Leave to File Second Amended Complaint and (II) Denying As Moot Motions to Dismiss (the 

“Order Granting Motion for Leave”) [Adv. ECF No. 97]; 

10. On April 22, 2022, in accordance with the Order Granting Motion for Leave, the 

Plaintiff filed the Second Amended Complaint for Declaratory Judgment, Turnover of Estate 

Property, Avoidance and Recovery of Fraudulent Transfers, Substantive Consolidation, and for 

Other Relief (the “Second Amended Complaint”) [Adv. ECF No. 103] asserting various claims 

and causes of action against the Defendants for (i) Count VI – Declaratory Judgment- 28 U.S.C. 

§2202 And 11 U.S.C. §541 (Against Astor Street) (ii) Count XIV – Avoidance And Recovery of 

Case 21-01362-EPK Doc 121 Filed 05/20/22 Page 9 of 46 Case 20-22967-EPK Doc 92 Filed 05/20/22 Page 3 of 40
4 

Fraudulent Transfers Pursuant To Section 544 of the Bankruptcy Code And Section 

726.105(1)(a) of the Florida Statutes (Against Astor Street and T. Foufas), (iii) Count XV – 

Avoidance And Recovery of Fraudulent Transfers Pursuant To Section 544 of The Bankruptcy 

Code And Section 726.105(1)(b) of The Florida Statutes (Against Astor Street and T. Foufas), 

(iv) Count XVI – Avoidance And Recovery of Fraudulent Transfers Pursuant To Section 544 of 

The Bankruptcy Code And Section 726.106(1) of the Florida Statutes (Against Astor Street and 

T. Foufas, including Foufas and Sixth and Gest), (v) Count XVII – Avoidance And Recovery of 

Fraudulent Transfers Pursuant To Section 544 of The Bankruptcy Code and Section 1304(a) And 

(b) of The Delaware Statutes (Against Astor Street And T. Foufas); (vi) Count XVIII – 

Avoidance And Recovery of Property Pursuant To Section 550 of The Bankruptcy Code 

(Against KM Settlement, Astor Street And T. Foufas), and (vii) Count XIX – Injunctive Relief 

Pursuant To Federal Rule Bankruptcy Of Procedure 7065 And 11 U.S.C. § 105 (Against all 

defendants (i.e., the Defendants and all other named defendants in the Adversary Case) 

(collectively, the “Claims”). The Court granted Defendants an extension of time to move or 

plead in response to the Second Amended Complaint until June 9, 2022 [Adv. ECF 108].

11. Over the course of the last several months, the Parties continued to engage in 

informal discovery and good faith settlement discussions concerning the potential Claims 

asserted by the Trustee and the Defendants’ defenses thereto, which the Trustee has analyzed and 

considered in connection with the Adversary Case and Bankruptcy Case. 

12. In addition, the Trustee analyzed the anticipated difficulties to be expected in 

collecting any potential judgment against the Defendants.

13. Accordingly, in order to avoid the high costs and uncertainties of litigation, and 

without admitting fault or liability to each other whatsoever, the Parties reached a settlement. 

Case 21-01362-EPK Doc 121 Filed 05/20/22 Page 10 of 46 Case 20-22967-EPK Doc 92 Filed 05/20/22 Page 4 of 40
5 

Significantly, on May 5, 2022, the Parties executed that certain Settlement Agreement and 

Releases (the “Settlement Agreement”) and Assignment of Membership Interests 

(“Assignment”) (collectively, the “Agreement”), which are attached hereto and incorporated by 

referenced herein as Exhibit “A”. 

14. A brief explanation of the principal terms of the Settlement is set forth below. 

Parties in interest are encouraged to read the settlement agreement carefully; in the event of an 

inconsistency between the terms of the settlement agreement and this Motion, the terms of the 

written settlement agreement shall control. 

15. The principal terms of the Settlement Agreement with Defendants are, as follows: 

i. In full and final satisfaction of any and all Claims asserted in the First Amended 

Complaint against the Defendants, and additional consideration provided herein, 

T. Foufas shall pay to the Trustee the total sum of $7,500.00 (the “Settlement 

Amount”), which payment shall be due and payable in a lump sum no later than 

fourteen(14) days after the entry of an Approval Order (as defined below) 

approving this Settlement Agreement. Payment of the Settlement Amount shall 

be tendered to the Trustee’s counsel via wire transfer or check (with instructions 

to be provided by the Trustee) and, if by check, made payable to “Deborah 

Menotte, Chapter 7 Trustee” (the “Settlement Payment”). 

ii. T. Foufas agrees to and shall assign, transfer, deliver, hypothecate, sign over, 

pledge, and otherwise convey to the Trustee and Estate, all of his rights, title and 

interests, including, but not limited to, membership interests (certificated or noncertificated), profit and other economic interests, voting rights and interests, and 

any other rights, appointments, and duties as manager and/or managing member 

in and to Astor Street (the “Membership Interests”). Further, as a material 

condition of this Settlement Agreement, upon the Effective Date hereof, and at 

all times material up through and including, the Approval Order, neither of the 

Defendants, T. Foufas and Astor Street shall assign, transfer, deliver, 

hypothecate, sign over, pledge, mortgage, lien, encumber and/or otherwise 

convey to their respective rights, title and interests in the Membership Interests. 

iii. Effective upon confirmation of receipt and bank clearance of the funds that are 

the subject of the Settlement Amount, and except for the obligations set forth in 

this Settlement Agreement, the Parties forever remise, release, acquit, satisfy, and 

forever discharge one another, including their respective successors, subsidiaries, 

predecessors, affiliates, owners, officers, directors, employees, agents, assigns, 

representatives, shareholders, attorneys and members and shall be deemed to 

have mutually remised, released, acquitted, satisfied, and forever discharged one 

Case 21-01362-EPK Doc 121 Filed 05/20/22 Page 11 of 46 Case 20-22967-EPK Doc 92 Filed 05/20/22 Page 5 of 40
6 

another including (as applicable) their respective successors, subsidiaries, 

predecessors, affiliates, owners, officers, directors, employees, agents, assigns, 

representatives, shareholders, attorneys and members of and from all manner of 

actions, causes of action, suits, debts, covenants, contracts, controversies, 

agreements, promises, claims and demands whatsoever, which the Parties ever 

had or now have against one another, or which any personal representative, 

successor, heir or assign of the Parties hereafter can, shall or may have, by reason 

of any matter, cause or thing whatsoever, whether known or unknown, from the 

beginning of time to the date of this Settlement Agreement, including, without 

limitation, all claims, demands and defenses that were or could have been raised 

in the Bankruptcy Case or any associated adversary proceeding, including but not 

limited to, the Adversary Case, causes of action under Chapter 5 or any other 

chapter of the United States Bankruptcy Code, and any other claims and causes 

of action owned or controlled by the Trustee or that the Trustee has standing to 

pursue on behalf of the Estate. The Defendants agree to waive any additional 

claims against the Estate for payment of the Settlement Amount pursuant to 11 

U.S.C. § 502(h). This paragraph, however, shall not operate or be construed to 

operate as a release or discharge of any of the obligations under this Settlement 

Agreement, and does not contemplate the release of any third-party beneficiaries. 

iv. Further, without making any representation as to the existence of any files, 

together with any and all work papers, documents, information, data, 

communications, correspondence, e-mails, internal notes or memoranda, 

discovery obtained or produced, whether in electronic or paper form (the 

“Files”), including without limitation, the Defendants’ Files, if any, for and/or 

which concern, relate and pertain to the Business Entities or Debtor, T. Foufas 

hereby agrees as of the Effective Date of this Agreement, to preserve any Files in 

his possession, custody, or control, respectively, for two (2) years from the date 

of entry of an Approval Order; and subject to any privilege of the Defendants 

with respect to the disclosure of such Files under applicable law, restrictions on 

disclosure imposed by law, and the Defendants agree to reasonably cooperate 

with the Trustee, as set forth in Section 8, below. 

v. The Parties expressly acknowledge and agree that a material inducement (among 

others) of the Trustee entering into this Agreement is the obligation of T. Foufas 

(individually, and to the extent necessary, on behalf of Astor Street), upon the 

Effective Date, but subject to the entry of the Approval Order, to reasonably 

cooperate with the Trustee and her counsel in the performance of their duties to 

investigate and, if appropriate, prosecute the claims and causes of action set forth 

in the First Amended Complaint, and as amended, against the remaining party 

defendants to the Adversary Case, including, without limitation, in connection 

with the Bankruptcy Case, contested matters, and other adversary proceedings 

that have or may be filed by the Trustee against any third parties, to prosecute 

claims and causes of action, claim objection, and/or defend claims or demands 

made by the Debtor, Defendants, and third parties against the Estate (hereinafter 

the “Litigation”), as follows: . T. Foufas (individually, and to the extent 

Case 21-01362-EPK Doc 121 Filed 05/20/22 Page 12 of 46 Case 20-22967-EPK Doc 92 Filed 05/20/22 Page 6 of 40
7 

necessary, on behalf of Astor Street) shall fully and reasonably cooperate with 

the Trustee’s and his counsel’s requests, with and/or without formal legal 

process, and with compensation only as provided for and subject to the 

limitations set forth in this Agreement, in connection with the investigation, 

prosecution and/or defense of any Litigation which shall include the following:. 

(i) meeting and communicating with the Trustee and his counsel in person in 

Chicago, Illinois (as may be necessary), and/or by Zoom videoconference, 

telephone and/or through other electronic means; (ii) providing sworn statements 

to the Trustee and her counsel in the form of affidavits and/or declarations under 

penalty of perjury; (iii) making himself available, appearing for, and providing 

complete and truthful testimony at and/or in connection with any deposition, 

trial, or any other proceeding as requested by the Trustee, but without the need to 

make any in person appearance at trial or any location other than Chicago, 

Illinois; (iv) upon request of the Trustee or her counsel, providing assistance, and 

non-privileged documents and any other information related to the Debtor and 

remaining party Defendants in the Adversary Case, including any other 

Litigation. 

vi. T. Foufas (individually and to the extent necessary, on behalf of Astor Street) 

shall fully and reasonably cooperate with the Trustee’s and her counsel’s 

requests, without formal legal process, and with compensation only as provided 

for and subject to the limitations set forth in this Agreement, with respect to the 

investigation, prosecution and/or defense of any Litigation [...] T. Foufas’ 

agreement to cooperate does not include a waiver of any legal rights of the 

Parties and is subject to reasonable asserted privileges, if any, by T. Foufas and 

any objections and challenges to the asserted privileges by the Trustee. For the 

avoidance of any doubt, and conditioned upon the obligations of and full 

compliance by T. Foufas to provide reasonable cooperation under this 

Agreement, T. Foufas’s agreement to provide such cooperation is made in lieu of 

any rights the Trustee might have to use legal process against the Defendants, 

including, but not limited to, all rights under applicable law to subpoena, notice 

and compel the Defendants for depositions, trial, document production, or any 

and all other discovery testimony permitted under applicable law (subject to any 

asserted privileges, if any, and any objections and challenges to the asserted 

privileges by the Trustee) (hereinafter, “Legal Process”); provided however, that 

the Trustee expressly retains all rights of Legal Process under applicable federal 

and state laws in the event that the Defendants fail to comply with this Settlement 

Agreement. 

vii. In the event that any of the Parties materially breach and otherwise fail to comply 

with the terms and conditions of this Settlement Agreement, then such 

occurrence shall constitute an event of default under the Agreement (the “Event 

of Default”). Upon an Event of Default, the non-defaulting or aggrieved Party or 

Parties (the “Non-Defaulting Party”), individually, or through their counsel, shall 

provide written notice (the “Written Notice”) thereof to the alleged defaulting 

Party or Parties (the “Defaulting Party”), and/or their counsel, as provided in the 

Case 21-01362-EPK Doc 121 Filed 05/20/22 Page 13 of 46 Case 20-22967-EPK Doc 92 Filed 05/20/22 Page 7 of 40
8 

Notice provisions set forth below. The Written Notice shall provide for (5) 

calendar days from the date of such notice to cure the Event of Default (the 

“Grace Period”). Should the Non-Defaulting Party (or any one of them) fail to 

cure the Event of Default within the Grace Period, then, the Non-Defaulting 

Party may upon the filing of a motion with the Bankruptcy Court seek to enforce 

this Agreement against the Defaulting Party (the “Enforcement Motion”) for 

which the prevailing shall after notice and hearing be entitled to an award of 

reasonable attorney’s fees and costs relative to the Enforcement Motion. Further, 

if T. Foufas fails to comply with the provisions of Paragraphs (2) and (4) above 

regarding the Settlement Payment and Assignment, which Events of Default are 

not cured within the Grace Period, the Trustee may file a motion for entry of 

default final judgment against the Defendants (the “Motion for Default”), which 

after notice and hearing, shall entitle Plaintiff to the entry of a final judgment on 

the Claims determining that (i) Astor Street and Membership Interests of T. 

Foufas therein are property of the Estate and (ii) monetary judgment against T. 

Foufas in the amount of $7,500.00, less any amounts paid to Plaintiff under this 

Agreement, plus accrued interest due thereon to the Estate, which shall accrue at 

the federal statutory rate, together with an award of reasonable attorneys’ fees 

and costs, for which execution shall issue forthwith (the “Final Judgment”). The 

only defenses to the entry of the Final Judgment shall be related to the timeliness 

of the Settlement Payment and delivery of the Assignment under the Settlement 

Agreement. All other defenses relating to the merits of the Claims shall be 

deemed waived. 

LEGAL ARGUMENT AND CITATION TO AUTHORITY 

16. Fed. R. Bankr. P. 9019(a) provides that, “[o]n motion by the trustee and after 

notice and a hearing, the court may approve a compromise or settlement. Notice shall be given to 

creditors, the United States trustee, the debtor, and indenture trustees as provided in Rule 2002 

and to any other entity as the court may direct.” Fed. R. Bankr. P. 9019(a). 

17. The standards for approval of a settlement in a bankruptcy proceeding requires the 

Court to inquire into the reasonableness of the proposed settlement and to determine whether the 

settlement falls below the lowest point of the range of reasonableness. In re Jackson Brewing 

Company, 624 F.2d 599, 602–03 (5th Cir.1980); In re Arrow Air, 85 BR 886, 891 (Bankr. S.D. 

Fla. 1988). Approval of a settlement in a bankruptcy proceeding is within the sole discretion of 

the Court. In re Jackson Brewing Company, 624 F.2d 599, 602–03 (5th Cir.1980); In re Arrow 

Case 21-01362-EPK Doc 121 Filed 05/20/22 Page 14 of 46 Case 20-22967-EPK Doc 92 Filed 05/20/22 Page 8 of 40
9 

Air, 85 BR 886, 891 (Bankr. S.D. Fla. 1988). The standards for approval are well settled and 

require the Bankruptcy Court to inquire into the reasonableness of the proposed settlement and to 

determine whether the settlement falls below the lowest point of the range of reasonableness. Id.

18. In evaluating the settlements, the Court “need not rest its decision whether to 

approve a settlement upon a resolution of ultimate factual and legal issues which underlie the 

disputes that are proposed to be compromised ... rather, the Court may, and should, make a 

pragmatic decision on the basis of all equitable factors.” In re Holywell Corp., 93 B.R. 291 

(Bankr. S.D. Fla. 1988) (emphasis in original, citations omitted). 

19. In this regard, the Eleventh Circuit has set forth several factors to be considered 

by the Bankruptcy Court in determining whether to approve the Stipulation in this case. See, In 

re Justice Oaks, II, Ltd., 898 F.2d 1544, 1549 (11th Cir.), cert. denied, 498 U.S. 959 (1990). 

Accordingly, the Court must consider the following factors in determining whether to approve 

the Settlement: (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 proper deference to their reasonable views in the premises. Id. 

20. In applying the foregoing factors, the Trustee respectfully submits that the 

Settlement falls well within the “range of reasonableness,” and satisfies the legal standard set 

forth in Justice Oaks. Specifically, the Trustee submits that the Settlement satisfies the Justice 

Oaks standards for the following reasons: 

a. the probability of success in the litigation – With regard to weighing the 

Agreement against the probability of the success in the litigation, the Settlement Agreement will 

avoid the difficulty and expenses that would be incurred (in a currently administratively 

Case 21-01362-EPK Doc 121 Filed 05/20/22 Page 15 of 46 Case 20-22967-EPK Doc 92 Filed 05/20/22 Page 9 of 40
10 

insolvent estate) if the Claims had to be litigated by the Trustee against each of the Defendants. 

Although the Claims relating to the Astor Street Transfers, consisting of the Astor Street S&G 

Transfer and PFCO/Astor Street Transfers, are alleged to be avoidable transfers under both 

Florida and Delaware law that were made to or for the benefit of the Defendants, the Plaintiff 

will encounter difficulties in prosecuting these Claims under the Second Amended Complaint.

 In addition to filing the T. Foufas MTD, the Defendants have also articulated asserted 

numerous well-reasoned defenses to the Claims, including those of value and good faith, and 

have denied any and all liability whatsoever to the Estate. Consequently, while the Plaintiff 

believes the Claims against the Defendants are meritorious and the defenses and denials could be 

overcome, the Trustee also recognizes that there are inherent and unforeseen risks associated 

with such litigation. Further, in evaluating the anticipated time and associated expense to the 

Estate in continuing to litigate these issues, even if successful, may potentially outweigh the costbenefit provided to the Estate under the Settlement Agreement. 

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

Trustee has evaluated the risks of collection that would potentially be encountered by the Estate 

in pursuing litigation with Defendants regarding the matters being resolved by the Settlement, 

especially, without the benefit of any insurance policies in effect or other tangible assets to 

collect upon with respect to Claims. The Trustee has taken into account the ability of the Estate 

to monetize the Claims, and in determining the difficulties in collecting upon any judgment that 

may be obtained by the Estate against Defendants since, among other countervailing factors, the 

Defendants reside outside the jurisdiction of the State of Florida, and have no property or other 

known assets located within Florida, thereby making execution on any judgment difficult and 

requiring additional state court proceedings. 

Case 21-01362-EPK Doc 121 Filed 05/20/22 Page 16 of 46 Case 20-22967-EPK Doc 92 Filed 05/20/22 Page 10 of 40
11 

Moreover, the Trustee has learned that the Storage Property owned by co-defendant, 

Sixth and Gest, in which Astor Street holds its membership interest that is subject to the 

Assignment, was sold at a loss. Further, upon information and belief, neither of the Defendants 

have received any distributions from Sixth and Gest nor sale proceeds from the closing on the 

Storage Property. In the meantime, the litigation has caused T. Foufas to expend sums from his 

personal resources to pay attorney’s and expenses, as well as, the Settlement Payment to resolve 

the Claims. Accordingly, the Trustee has determined that the Agreement will avoid the 

difficulties and uncertainties of collecting and enforcing any judgment, order or decree that may 

be entered by the Court against the Defendants. 

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

delay necessarily attending it – The nature of the Claims are such that continued litigation

would involve significant expense, delay, and inconvenience to the Parties. The underlying 

issues would be expensive to pursue in that they would require, among other things, expert 

witness discovery and trial testimony. Further, as noted above, and as set forth in the Agreement, 

the Defendants have agreed to has to cooperate with the Trustee with respect to the pursuit and 

collection of other claims of the Estate against adversary defendants and litigation targets. 

d. the paramount interest of the creditors and proper deference to their 

reasonable views in the premises – Finally, the Settlement Agreement is in the best interests of 

the Estate and creditors. Given the foregoing factors, the total consideration of $7,500.00 to be 

paid by Defendants, together with the assignment, transfer and delivery by T. Foufas of the 

Membership Interests in Astor Street (as defined in the Assignment) to Estate are material 

considerations for resolving the dispute. Therefore, it’s the position of the Trustee and her 

counsel that, based upon careful evaluation, the Agreement is in the best interests of the Estate 

Case 21-01362-EPK Doc 121 Filed 05/20/22 Page 17 of 46 Case 20-22967-EPK Doc 92 Filed 05/20/22 Page 11 of 40
12 

and creditors. Among other reasons supporting approval of the Settlement Agreement, the 

Trustee asserts that the Agreement will cause funds to be paid to the Estate, when the Adversary 

Case is being resolved with the Defendants without further legal fees and costs at an early stage, 

and will eliminate the risk and high expense of protracted litigation, as well as the uncertainty 

attached to the outcome. While the professionals for the Parties all feel strongly about their 

respective litigation positions, it is in the best interests of the Estate to avoid expensive litigation. 

21. Based upon the foregoing, the Trustee respectfully requests that the Settlement 

Agreement be approved for the reasons stated herein. In this regard, a proposed order approving 

the Agreement is attached as Exhibit “B”. 

WHEREFORE, the Chapter 7 Trustee, Deborah Menotte, respectfully requests the 

Court enter an Order attached hereto as Exhibit “B” and which provides for the following relief: 

(i) granting the Settlement Motion; (ii) approving the Settlement Agreement and Assignment 

attached hereto as Exhibit “A” pursuant to Bankruptcy Rule 9019 for the reasons set forth herein; 

(iii) retaining jurisdiction over this matter to enforce the terms and conditions of the Settlement 

Agreement and otherwise resolve any disputes under or pertaining to the Settlement as may be 

necessary or required; and (iv) such other relief that the Court deems just and proper. 

Respectfully submitted: May 20, 2022. 

Respectfully submitted, 

 GENOVESE JOBLOVE & BATTISTA, P.A. 

Counsel for Trustee 

200 East Broward Blvd., Suite 1110 

Fort Lauderdale, Florida 33301 

Telephone: (954) 453-8000 

Facsimile: (954) 453-8010 

 By: /s/ Barry P. Gruher 

 Barry P. Gruher, Esq. 

 Florida Bar No. 960993 

Case 21-01362-EPK Doc 121 Filed 05/20/22 Page 18 of 46 Case 20-22967-EPK Doc 92 Filed 05/20/22 Page 12 of 40
13 

 bgruher@gjb-law.com

Zachary I. Malnik, Esq. 

Florida Bar No. 1010272 

zmalnik@gjb-law.com 

CERTIFICATE OF SERVICE 

I HEREBY CERTIFY that a true and correct copy of was served via CM/ECF 

Notification to all parties on the attached service list on this 20th day of May, 2022. 

 By: /s/ Barry P. Gruher 

 Barry P. Gruher, Esq. 

 

SERVICE LIST 

Served Via CM/ECF 

Joaquin J Alemany on behalf of Defendant Orion Corporate & Trust Services, Ltd. 

joaquin.alemany@hklaw.com, jose.casal@hklaw.com 

Robert C Folland on behalf of Defendant Astor Street Holdings, LLC 

rob.folland@btlaw.com, courtney.dunham@btlaw.com 

Robert C Folland on behalf of Defendant Timothy Foufas 

rob.folland@btlaw.com, courtney.dunham@btlaw.com 

Barry P Gruher on behalf of Plaintiff Deborah Menotte, Chapter 7 Trustee 

bgruher@gjb-law.com, vlambdin@gjb-law.com;gjbecf@gjb-law.com;cscavone@gjblaw.com;gjbecf@ecf.courtdrive.com;chopkins@gjb-law.com 

Craig A. Pugatch, Esq on behalf of Defendant Braircliffe Lakeside Associates, LLC 

capugatch.ecf@rprslaw.com, jheredia@rprslaw.com 

Craig A. Pugatch, Esq on behalf of Defendant Earlsted, LLC 

capugatch.ecf@rprslaw.com, jheredia@rprslaw.com 

Craig A. Pugatch, Esq on behalf of Defendant Foufas Properties/Braircliffe, Inc. 

capugatch.ecf@rprslaw.com, jheredia@rprslaw.com 

Craig A. Pugatch, Esq on behalf of Defendant Guardian Fiduciary Management, Ltd. 

capugatch.ecf@rprslaw.com, jheredia@rprslaw.com 

Craig A. Pugatch, Esq on behalf of Defendant KM Settlement dated May 23, 1996 between Plato 

Case 21-01362-EPK Doc 121 Filed 05/20/22 Page 19 of 46 Case 20-22967-EPK Doc 92 Filed 05/20/22 Page 13 of 40
14 

Chris Foufas and Nova Corporation 

capugatch.ecf@rprslaw.com, jheredia@rprslaw.com 

Craig A. Pugatch, Esq on behalf of Defendant PFCO, Inc. 

capugatch.ecf@rprslaw.com, jheredia@rprslaw.com 

Craig A. Pugatch, Esq on behalf of Defendant Plato Foufas & Company, LLC 

capugatch.ecf@rprslaw.com, jheredia@rprslaw.com 

Craig A. Pugatch, Esq on behalf of Defendant Sixth and Gest Properties, LLC 

capugatch.ecf@rprslaw.com, jheredia@rprslaw.com 

Craig A. Pugatch, Esq on behalf of Defendant The KM Settlement dated January 9, 1998 

Between Plato Foufas and St. Vincent Trust Services, Ltd. 

capugatch.ecf@rprslaw.com, jheredia@rprslaw.com 

Craig A. Pugatch, Esq on behalf of Defendant Wrightford Corporation 

capugatch.ecf@rprslaw.com, jheredia@rprslaw.com 

Robert F. Reynolds on behalf of Defendant Plato Chris Foufas 

rreynolds@robertreynoldspa.com 

Jason Slatkin, Esq. on behalf of Defendant Guardian Fiduciary Management, Ltd. 

jslatkin@loriumlaw.com, ecf.jslatkin@loriumlaw.com 

Served Via U.S. Mail 

All parties on the attached mailing matrix.

Case 21-01362-EPK Doc 121 Filed 05/20/22 Page 20 of 46 Case 20-22967-EPK Doc 92 Filed 05/20/22 Page 14 of 40
 Label Matrix for local noticing Schiller DuCanto & Fleck LLP Alabama Dept of Revenue 

 113C-9 c/o Brinkley Morgan PO Box 327467 

 Case 20-22967-EPK 100 SE Third Ave, 23rd Floor Montgomery, AL 36132-7467 

 Southern District of Florida Ft Lauderdale, FL 33394-0002 

 West Palm Beach 

 Fri May 20 14:47:05 EDT 2022 

 American Express American Express National Bank Bank of America 

 PO Box 0001 c/o Becket and Lee LLP PO Box 851001 

 Los Angeles, CA 90096-8000 PO Box 3001 Dallas, TX 75285-1001 

 Malvern PA 19355-0701 

 

 (p)JPMORGAN CHASE BANK N A Hughes Socol Piers Resnick & Dym, Ltd. (p)INTERNAL REVENUE SERVICE 

 BANKRUPTCY MAIL INTAKE TEAM 70 W Madison St CENTRALIZED INSOLVENCY OPERATIONS 

 700 KANSAS LANE FLOOR 01 Ste 4000 PO BOX 7346 

 MONROE LA 71203-4774 Chicago, IL 60602-4698 PHILADELPHIA PA 19101-7346 

 IRS Insolvency Operation Indiana Department of Revenue ORBA 

 PO Box 7346 PO Box 1674 NBC Tower 

 Philadelphia, PA 19101-7346 Indianapolis, IN 46206-1674 455 N Cityfront Plaza Dr 

 Ste 1500 

 Chicago, IL 60611-5313 

 

 Office of the US Trustee Schiller DuCanto & Fleck LLP Select Portfolio Servicing, Inc. 

 51 S.W. 1st Ave. c/o Mark A. Levy, Brinkley Morgan Attn: Bankruptcy Dept. 

 Suite 1204 100 SE Third Avenue, 23rd Floor PO Box 65250 

 Miami, FL 33130-1614 Fort Lauderdale, FL 33394-0002 Salt Lake City, UT 84165-0250 

 (p)STATE OF ALABAMA DEPARTMENT OF REVENUE Stein & Stein, Ltd. The Bernstein Law Firm, LLC 

 P O BOX 320001 30 N La Salle St 350 N Clark St 

 MONTGOMERY AL 36132-0001 Ste 3100 Ste 400 

 Chicago, IL 60602-2576 Chicago, IL 60654-4980 

 Theodora Foufas Deborah Menotte Plato Chris Foufas 

 160 E Illinois St POB 211087 11932 Longwood Green Dr 

 Apt 2404 West Palm Beach, FL 33421-1087 Wellington, FL 33414-7068 

 Chicago, IL 60611-5417 

 Robert F. Reynolds Soneet Kapila Theodora Foufas 

 515 East Las Olas BLvd. #850 1000 South Federal Highway c/o Brinkley Morgan 

 Ft Lauderdale, FL 33301-2277 Suite 200 100 SE Third Ave, 23rd Floor 

 Fort Lauderdale, FL 33316-1237 Ft Lauderdale, FL 33394-0002 

 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). 

 Chase IRS (d)JPMorgan Chase 

 Mail Code LA4-6911 PO Box 1214 PO Box 182055 

 700 Kansas Ln Charlotte, NC 28201-1214 Columbus, OH 43218-2055 

 Monroe, LA 71203-4774 

Case 21-01362-EPK Doc 121 Filed 05/20/22 Page 21 of 46 Case 20-22967-EPK Doc 92 Filed 05/20/22 Page 15 of 40
 State of Alabama Department of Revenue 

 Legal Division 

 P.O. Box 320001 

 Montgomery, AL 36132-0001 

 

 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 23 

 Bypassed recipients 1 

 Total 24 

Case 21-01362-EPK Doc 121 Filed 05/20/22 Page 22 of 46 Case 20-22967-EPK Doc 92 Filed 05/20/22 Page 16 of 40
EXHIBIT “A” 

Case 21-01362-EPK Doc 121 Filed 05/20/22 Page 23 of 46 Case 20-22967-EPK Doc 92 Filed 05/20/22 Page 17 of 40
UNITED STATES BANKRUPTCY COURT 

SOUTHERN DISTRICT OF FLORIDA 

(WEST PALM BEACH DIVISION) 

In re: 

 

PLATO CHRIS FOUFAS, CASE NO. 20-22967-EPK 

Debtor. CHAPTER 7 

__________________________________/ 

DEBORAH MENOTTE, as Chapter 7 

Trustee for the Debtor, Plato Chris Foufas, ADV. PROC. NO. 21-01362-EPK 

Plaintiff, 

v. 

PLATO CHRIS FOUFAS, et al., 

Defendants. 

_________________________________/ 

SETTLEMENT AGREEMENT AND RELEASES 

This Settlement Agreement and Releases (the “Settlement Agreement” or “Agreement”) is 

made this 5th day of May, 2022 (the “Effective Date”), and is entered into by and between the 

Plaintiff, Deborah Menotte, as Chapter 7 Trustee for the Debtor, Plato Chris Foufas (“Plaintiff” or 

“Trustee”), and Defendants, Timothy Foufas (“T. Foufas”) and Astor Street Holdings, LLC 

(“Astor Street”)(together, the “Defendants”) (the Trustee and Defendants, collectively, the 

“Parties” and each individually a “Party”). 

WHEREAS, on November 27, 2020 (the “Petition Date”), the Debtor/Defendant, Plato 

Chris Foufas (the “Debtor”) filed a voluntary petition for relief (the “Petition”) under Chapter 7 of 

the Bankruptcy Code (the “Bankruptcy Case”) in the United States Bankruptcy Court for the 

Southern District of Florida (the “Bankruptcy Court”); 

WHEREAS, the Plaintiff, Deborah Menotte, was duly appointed and is the acting Chapter 

Case 21-01362-EPK Doc 121 Filed 05/20/22 Page 24 of 46 Case 20-22967-EPK Doc 92 Filed 05/20/22 Page 18 of 40
2

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

WHEREAS, On October 8, 2021, the Plaintiff commenced the above-referenced 

adversary proceeding (the “Adversary Case”) against the Defendants, including co-defendants,

the KM Settlement, Debtor and Business Entity Defendants, by filing an Adversary Complaint 

for Declaratory Judgment, Turnover of Estate Property, Avoidance and Recovery of Fraudulent 

Transfers, Substantive Consolidation, and for Other Relief (the “Complaint”)1[Adv. ECF No. 1] 

seeking relief for, among other things, declaratory judgment and turnover of estate property with 

respect to the Business Entities and other Trust Assets held within the KM Settlement, for 

substantive consolidation of the Business Entities, and avoidance and recovery of certain 

fraudulent transfers under applicable bankruptcy and non-bankruptcy law;

WHEREAS, on December 6, 2021, T. Foufas filed Defendant Timothy Foufas’ Motion to 

Withdraw The Reference (the “Motion to Withdraw Reference”)[ECF No. 26], seeking to 

withdraw the reference of the Adversary Case to the United States District Court for the Southern 

District of Florida, Case No. 21-82517-CIV- Cannon (the “District Court”)[D.E. 1] with respect 

to the claims asserted by Plaintiff against T. Foufas for which this Defendant had demanded the 

right to jury trial; 

WHEREAS, on December 7, 2021, the Bankruptcy Court entered its Order Determining 

Non-Core Status of Claims regarding the Motion to Withdraw Reference [ECF No. 36];

WHEREAS, on December 8, 2021, the Bankruptcy Court held a Status Conference in the

Adversary Case [Adv. ECF No. 7] and, on December 9, 2021, entered its Order Continuing Status 

Conference, Extending Deadline to Amend Complaint, and Abating Pending Motions which, 

among other things, continued the Status Conference in the Adversary Case to March 9, 2022, and 

 

1 Unless otherwise defined herein, all capitalized terms shall have the same use and meaning as set forth in the First 

Amended Complaint. 

Case 21-01362-EPK Doc 121 Filed 05/20/22 Page 25 of 46 Case 20-22967-EPK Doc 92 Filed 05/20/22 Page 19 of 40
3

setting the deadline by which the Plaintiff may file an amended complaint and abating the motions

(the “Order Continuing Status Conference”) [Adv. ECF No. 38];

WHEREAS, on December 26, 2021, the District Court entered its Order Granting In Part 

And Denying In Part Defendant’s Motion to Withdraw Reference to Bankruptcy Court [D.E. 5]; 

[ECF No. 46] which, among other things, provided for withdrawal of the “bankruptcy reference 

insofar as it includes a reference for trial on any legal or factual issues and causes of action,” 

concerning T. Foufas;

WHEREAS, on January 14, 2022, in accordance with the Order Continuing Status 

Conference, the Plaintiff timely filed the First Amended Complaint for Declaratory Judgment,

Turnover of Estate Property, Avoidance and Recovery of Fraudulent Transfers, Substantive

Consolidation, and for Other Relief (the “First Amended Complaint”) [Adv. ECF No. 47];

WHEREAS, T. Foufas owns, holds and controls one-hundred (100%) percent of the 

membership interests in Astor Street, whereby Astor Street owns, holds and controls twenty (20%) 

percent of the membership interests in Sixth and Gest Properties, LLC (“Sixth and Gest”), another

defendant in the Adversary Case;

WHEREAS, on February 4, 2022, T. Foufas filed Timothy Foufas’ Motion to Dismiss 

Amended Complaint for Lack of Personal Jurisdiction, or for Severance and Stay (“T. Foufas 

MTD”) [Adv. ECF no. 48]; 

WHEREAS, on April 19, 2022, Court entered its Order (I) Granting Plaintiff's Motion for 

Leave to File Second Amended Complaint and (II) Denying As Moot Motions to Dismiss (the

“Order Granting Motion for Leave”) [Adv. ECF No. 97];

WHEREAS, on April 22, 2022, in accordance with the Order Granting Motion for Leave, 

the Plaintiff filed the Second Amended Complaint for Declaratory Judgment, Turnover of Estate

Case 21-01362-EPK Doc 121 Filed 05/20/22 Page 26 of 46 Case 20-22967-EPK Doc 92 Filed 05/20/22 Page 20 of 40
4 

Property, Avoidance and Recovery of Fraudulent Transfers, Substantive Consolidation, and for 

Other Relief (the “Second Amended Complaint”) [Adv. ECF No. 103] asserting various claims 

and causes of action against the Defendants for (i) Count VI – Declaratory Judgment- 28 U.S.C. 

§2202 And 11 U.S.C. §541 (Against Astor Street) (ii) Count XIV – Avoidance And Recovery of 

Fraudulent Transfers Pursuant To Section 544 of the Bankruptcy Code And Section 726.105(1)(a) 

of the Florida Statutes (Against Astor Street and T. Foufas), (iii) Count XV – Avoidance And 

Recovery of Fraudulent Transfers Pursuant To Section 544 of The Bankruptcy Code And Section 

726.105(1)(b) of The Florida Statutes (Against Astor Street and T. Foufas), (iv) Count XVI – 

Avoidance And Recovery of Fraudulent Transfers Pursuant To Section 544 of The Bankruptcy 

Code And Section 726.106(1) of the Florida Statutes (Against Astor Street and T. Foufas, 

including Foufas and Sixth and Gest), (v) Count XVII – Avoidance And Recovery of Fraudulent 

Transfers Pursuant To Section 544 of The Bankruptcy Code and Section 1304(a) And (b) of The 

Delaware Statutes (Against Astor Street And T. Foufas); (vi) Count XVIII – Avoidance And 

Recovery of Property Pursuant To Section 550 of The Bankruptcy Code (Against KM Settlement, 

Astor Street And T. Foufas), and (vii) Count XIX – Injunctive Relief Pursuant To Federal Rule 

Bankruptcy Of Procedure 7065 And 11 U.S.C. § 105 (Against all defendants (i.e., the Defendants 

and all other named defendants in the Adversary Case) (collectively the “Claims”); 

WHEREAS, the Defendants assert that they have valid defenses to the Claims; and 

WHEREAS, in order to avoid the costs and uncertainties of litigation, the Parties, without 

admitting any fault or liability whatsoever to one another, desire to settle this matter amicably, 

have participated in good-faith settlement negotiations, and have reached a settlement, the terms 

of which they now have set forth in this Settlement Agreement. 

NOW, THEREFORE, in consideration of the premises aforesaid and the mutual 

Case 21-01362-EPK Doc 121 Filed 05/20/22 Page 27 of 46 Case 20-22967-EPK Doc 92 Filed 05/20/22 Page 21 of 40
5

covenants contained herein, and for other good and valuable consideration, the receipt and 

sufficiency of which is hereby acknowledged, the Parties hereby stipulate and agree, as follows:

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

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

Settlement Agreement.

2. Settlement Payment. In full and final satisfaction of any and all Claims asserted 

in the First Amended Complaint against the Defendants, and additional consideration provided 

herein, T. Foufas shall pay to the Trustee the total sum of $7,500.00 (the “Settlement Amount”), 

which payment shall be due and payable in a lump sum no later than fourteen(14) days after the 

entry of an Approval Order (as defined below) approving this Settlement Agreement. Payment of 

the Settlement Amount shall be tendered to the Trustee’s counsel via wire transfer or check (with 

instructions to be provided by the Trustee) and, if by check, made payable to “Deborah Menotte, 

Chapter 7 Trustee” (the “Settlement Payment”).

3. Bankruptcy Court Approval Required. This Settlement Agreement shall be 

subject in all respects to Bankruptcy Court approval of the Trustee’s motion seeking to 

compromise controversy as between the Parties and approving this Settlement Agreement 

pursuant to Rule 9019, Federal Rules of Bankruptcy Procedure (the “9019 Motion”) and entry of 

a final, non-appealable order granting the 9019 Motion (the “Approval Order”). For purposes of 

this Settlement Agreement, the term “Approval Order” means an order entered by the Bankruptcy 

Court, the implementation, operation, or effect of which has not been stayed and as to which order 

(or any revision, modification, or amendment thereof) the time to appeal or seek review or 

rehearing or writ of certiorari has expired and as to which no appeal or petition for review or 

rehearing or certiorari has been taken and is pending. Following the Effective Date, the Trustee 

Case 21-01362-EPK Doc 121 Filed 05/20/22 Page 28 of 46 Case 20-22967-EPK Doc 92 Filed 05/20/22 Page 22 of 40
6

shall prepare and file the 9019 Motion with the Bankruptcy Court. If the Bankruptcy Court does 

not approve and enter the Approval Order, this Settlement Agreement shall be null, void and of 

no further force and effect, and the Trustee shall return any portion, if any, of the Settlement 

Amount previously received from T. Foufas.

4. Assignment of Membership Interests. Within fourteen (14) days after the entry 

of the Approval Order , T. Foufas shall execute and deliver an Assignment of the Membership 

Interests that the Defendant holds and has the power to transfer in and to Astor Street to the Trustee

in substantially the form attached hereto as Exhibit “A” (the “Assignment”). For purposes of this 

provision, the Assignment shall substantially provide, as follows: 

(i) T. Foufas agrees to and shall assign, transfer, deliver, hypothecate, sign over,

pledge, and otherwise convey to the Trustee and Estate, all of his rights, title and 

interests, including, but not limited to, membership interests (certificated or noncertificated), profit and other economic interests, voting rights and interests, and

any other rights, appointments, and duties as manager and/or managing member 

in and to Astor Street (the “Membership Interests”); 

(ii) further, as a material condition of this Settlement Agreement, upon the Effective 

Date hereof, and at all times material up through and including, the Approval 

Order, neither of the Defendants, T. Foufas and Astor Street shall assign, transfer, 

deliver, hypothecate, sign over, pledge, mortgage, lien, encumber and/or otherwise 

convey to their respective rights, title and interests in the Membership Interests. 

5. Mutual Release. Effective upon confirmation of receipt and bank clearance of 

the funds that are the subject of the Settlement Amount, and except for the obligations set forth in 

this Settlement Agreement, the Parties forever remise, release, acquit, satisfy, and forever 

discharge one another, including their respective successors, subsidiaries, predecessors, affiliates, 

owners, officers, directors, employees, agents, assigns, representatives, shareholders, attorneys 

and members and shall be deemed to have mutually remised, released, acquitted, satisfied, and 

forever discharged one another including (as applicable) their respective successors, subsidiaries, 

Case 21-01362-EPK Doc 121 Filed 05/20/22 Page 29 of 46 Case 20-22967-EPK Doc 92 Filed 05/20/22 Page 23 of 40
7

predecessors, affiliates, owners, officers, directors, employees, agents, assigns, representatives, 

shareholders, attorneys and members of and from all manner of actions, causes of action, suits, 

debts, covenants, contracts, controversies, agreements, promises, claims and demands 

whatsoever, which the Parties ever had or now have against one another, or which any personal 

representative, successor, heir or assign of the Parties hereafter can, shall or may have, by reason 

of any matter, cause or thing whatsoever, whether known or unknown, from the beginning of time 

to the date of this Settlement Agreement, including, without limitation, all claims, demands and 

defenses that were or could have been raised in the Bankruptcy Case or any associated adversary 

proceeding, including, but not limited to , the Adversary Case, causes of action under Chapter 5 

or any other chapter of the United States Bankruptcy Code, and any other claims and causes of 

action owned or controlled by the Trustee or that the Trustee has standing to pursue on behalf of 

the Estate. The Defendants agree to waive any additional claims against the Estate for payment 

of the Settlement Amount pursuant to 11 U.S.C. § 502(h). This paragraph, however, shall not 

operate or be construed to operate as a release or discharge of any of the obligations under this 

Settlement Agreement, and does not contemplate any third-party beneficiaries.

6. Claims Waiver. As additional consideration for the releases contained herein, T. 

Foufas agrees to waive and withdraw any and all claims the Defendants asserted or may in the 

future assert against the Estate, including (without limitation) any claim which may arise pursuant 

to 11 U.S.C. § 502(h). Provided, however, that nothing in this Settlement Agreement shall release 

any provisions of this Settlement Agreement.

7. Preservation of Files. Further, without making any representation as to the 

existence of any files, together with any and all work papers, documents, information, data, 

communications, correspondence, e-mails, internal notes or memoranda, discovery obtained or 

Case 21-01362-EPK Doc 121 Filed 05/20/22 Page 30 of 46 Case 20-22967-EPK Doc 92 Filed 05/20/22 Page 24 of 40
8

produced, whether in electronic or paper form (the “Files”), including, without limitation, the

Defendants’ Files, if any, for and/or which concern, relate and pertain to the Business Entities or

Debtor, T. Foufas hereby agrees as of the Effective Date of this Agreement, to preserve any Files 

in his possession, custody, or control, respectively, for two (2) years from the date of entry of an

Approval Order; and subject to any privilege of the Defendants with respect to the disclosure of 

such Files under applicable law, restrictions on disclosure imposed by law, and the Defendants

agree to reasonably cooperate with the Trustee, as set forth in Section 8, below.

8. Cooperation. The Parties expressly acknowledge and agree that a material 

inducement (among others) of the Trustee entering into this Agreement is the obligation of T. 

Foufas (individually, and to the extent necessary, on behalf of Astor Street), upon the Effective 

Date, but subject to the entry of the Approval Order, to reasonably cooperate with the Trustee and 

her counsel in the performance of their duties to investigate and, if appropriate, prosecute the 

claims and causes of action set forth in the First Amended Complaint, and as amended, against 

the remaining party defendants to the Adversary Case, including, without limitation, in connection 

with the Bankruptcy Case, contested matters, and other adversary proceedings that have or may 

be filed by the Trustee against any third parties, to prosecute claims and causes of action, claim 

objections, and/or defend claims or demands made by the Debtor, Defendants, and third parties 

against the Estate (hereinafter, the “Litigation”), as follows: 

(a) T. Foufas (individually, and to the extent necessary, on behalf of Astor Street) shall 

fully and reasonably cooperate with the Trustee’s and her counsel’s requests, without formal legal 

process, and with compensation only as provided for and subject to the limitations set forth in this 

Agreement, with respect to the investigation, prosecution and/or defense of any Litigation which 

shall include the following: (i) meeting and communicating with the Trustee and his counsel in 

Case 21-01362-EPK Doc 121 Filed 05/20/22 Page 31 of 46 Case 20-22967-EPK Doc 92 Filed 05/20/22 Page 25 of 40
9

person in Chicago, Illinois (as may be necessary), and/or by Zoom videoconference, telephone 

and/or through other electronic means; (ii) providing sworn statements to the Trustee and her

counsel in the form of affidavits and/or declarations under penalty of perjury; (iii) making himself 

available, appearing for, and providing complete and truthful testimony at and/or in connection 

with any deposition, trial, or any other proceeding as requested by the Trustee, but without the 

need to make any in person appearance at trial or any location other than Chicago, Illinois; and 

(iv) upon request of the Trustee or her counsel, providing reasonable assistance, and nonprivileged documents and any other information related to the Debtor and remaining party 

Defendants in the Adversary Case, including any other Litigation; and

(b) Such cooperation by T. Foufas shall be upon reasonable notice and at mutually 

convenient times and mutually convenient and agreed to places taking into account the Parties’

schedules. T. Foufas agrees to reasonably cooperate, in person, at mutually convenient times and 

places, in accordance with section (8)(a) above. Notwithstanding anything herein to the contrary, 

T. Foufas’ obligation to provide voluntary cooperation as set forth herein shall not exceed thirty 

(30) hours of time, unless otherwise agreed to, in writing, by the Parties. Further, T. Foufas’ 

agreement to cooperate does not include a waiver of any legal rights of the Parties and is subject 

to reasonable asserted privileges, if any, by T. Foufas and any objections and challenges to the 

asserted privileges by the Trustee. For the avoidance of any doubt, and conditioned upon the

obligations of and full compliance by T. Foufas to provide reasonable cooperation under this 

Agreement, T. Foufas’s agreement to provide such cooperation is made in lieu of any rights the 

Trustee might have to use legal process against the Defendants, including, but not limited to, all 

rights under applicable law to subpoena, notice and compel the Defendants for depositions, trial, 

document production, or any and all other discovery or testimony permitted under applicable law

Case 21-01362-EPK Doc 121 Filed 05/20/22 Page 32 of 46 Case 20-22967-EPK Doc 92 Filed 05/20/22 Page 26 of 40
10

(subject to any asserted privileges, if any, and any objections and challenges to the asserted

privileges by the Trustee) (hereinafter, “Legal Process”); provided however, that the Trustee 

expressly retains all rights of Legal Process under applicable federal and state laws in the event 

that the Defendants fail to comply with this Settlement Agreement; and

(c) The Trustee agrees that T. Foufas, or either Party, may seek approval of an 

administrative expense claim, to pay any reasonable amounts required to be expended by T. 

Foufas in connection with his cooperation with the Trustee (but not any remaining defendants in 

the Adversary Case and/or third parties in the Litigation), for any hard costs associated with the 

production of documents by the Defendants, including copy costs, removal of Files from storage, 

third party vendor costs related to electronic discovery, and/or hardware (such as external hard 

drives, thumb drives and CDs) required to provide documents to the Trustee, and any witness fees 

provided by law. Nothing in this Agreement shall require T. Foufas to incur any personal expenses 

in connection with the obligation to cooperate with the Trustee. Further, notwithstanding anything 

herein to the contrary, the Parties may seek to enforce this provision of the Settlement Agreement 

with the Bankruptcy Court. 

9. Default. In the event that any of the Parties materially breach and otherwise fail 

to comply with the terms and conditions of this Settlement Agreement, then such occurrence shall 

constitute an event of default under the Agreement (the “Event of Default”). Upon an Event of 

Default, the non-defaulting or aggrieved Party or Parties (the “Non-Defaulting Party”), 

individually, or through their counsel, shall provide written notice (the “Written Notice”) thereof

to the alleged defaulting Party or Parties (the “Defaulting Party”), and/or their counsel, as 

provided in the Notice provisions set forth below. The Written Notice shall provide for five (5) 

calendar days from the date of such notice to cure the Event of Default (the “Grace Period”). 

Case 21-01362-EPK Doc 121 Filed 05/20/22 Page 33 of 46 Case 20-22967-EPK Doc 92 Filed 05/20/22 Page 27 of 40
11

Should the Non-Defaulting Party (or any one of them) fail to cure the Event of Default within the 

Grace Period, then, the Non-Defaulting Party may upon the filing of a motion with the Bankruptcy

Court seek to enforce this Agreement against the Defaulting Party (the “Enforcement Motion”)

for which the prevailing shall after notice and hearing be entitled to an award of reasonable 

attorney’s fees and costs relative to the Enforcement Motion. Further, if T. Foufas fails to comply 

with the provisions of Paragraphs (2) and (4) above regarding the Settlement Payment and 

Assignment, which Events of Default are not cured within the Grace Period, the Trustee may file 

a motion for entry of default final judgment against the Defendants (the “Motion for Default”), 

which after notice and hearing, shall entitle Plaintiff to the entry of a final judgment on the Claims 

determining that (i) Astor Street and Membership Interests of T. Foufas therein are property of 

the Estate and (ii) monetary judgment against T. Foufas in the amount of $7,500.00, less any 

amounts paid to Plaintiff under this Agreement, plus accrued interest due thereon to the Estate, 

which shall accrue at the federal statutory rate, together with an award of reasonable attorneys’ 

fees and costs, for which execution shall issue forthwith (the “Final Judgment”). The only 

defenses to the entry of the Final Judgment shall be related to the timeliness of the Settlement 

Payment and delivery of the Assignment under the Settlement Agreement. All other defenses 

relating to the merits of the Claims shall be deemed waived.

10. Notices. All notices to be sent or information to be provided under this 

Settlement Agreement shall be sent to the following, including via electronic mail:

a. Trustee: Barry P. Gruher, Esq.

bgruher@gjb-law.com

Genovese Joblove & Battista, P.A.

200 E. Broward Blvd., Suite 1110

Fort Lauderdale, FL 33301

Telephone: (954) 453-8000

Counsel for the Trustee

Case 21-01362-EPK Doc 121 Filed 05/20/22 Page 34 of 46 Case 20-22967-EPK Doc 92 Filed 05/20/22 Page 28 of 40
12

b. Defendants: Robert Folland, Esq.

Rob.Folland@btlaw.com

Barnes & Thornburg LLP

4540 PGA Blvd., Suite 208

Palm Beach Gardens, FL 33418

Telephone: (561) 473-7576

Counsel for the Defendants

11. Binding Effect. This Settlement Agreement shall be binding upon and inure to 

the benefit of the Parties hereto and their respective successors and assigns, including, but not 

limited to, any successor trustee of the Estate (or any successor trustee appointed by the 

Bankruptcy Court) or the Estate.

12. No Admission of Liability. Nothing in this Settlement Agreement, or the making 

of the Settlement Payment, shall be construed or mean to imply that either of the Defendants or 

the Trustee, on behalf of the Debtors, is liable to the other for any reason whatsoever. Instead, the 

Parties are entering into this Settlement Agreement and T. Foufas is making the Settlement 

Payment, all in an effort to avoid the time, expense and uncertainty associated with litigation.

13. Attorneys’ Fees and Costs. Each Party shall bear his or its own attorneys’ fees 

and costs incurred in regard to all matters arising out of or relating to this Settlement Agreement, 

except as otherwise provided herein. 

14. Entire Agreement. This Settlement Agreement constitutes the entire agreement 

of the Parties hereto as to the subject matter hereof. The undersigned acknowledge that there are 

no communications or oral understandings contrary, different, or that in any way restrict this 

Settlement Agreement, and that all prior agreements or understandings within the scope of the 

subject matter of this Settlement Agreement are, upon the execution and delivery of this 

Settlement Agreement, superseded, null and void.

15. Amendments. No waiver, modification or amendment of the terms of this 

Case 21-01362-EPK Doc 121 Filed 05/20/22 Page 35 of 46 Case 20-22967-EPK Doc 92 Filed 05/20/22 Page 29 of 40
13

Settlement Agreement shall be valid or binding unless made in writing, signed by the party to be 

charged and then only to the extent as set forth in such written waiver, modification, or 

amendment.

16. Counter-Parts. The Parties may execute this Settlement Agreement in whole or 

counterparts, and execution of counterparts shall have the same force and effect as if the parties 

had signed the same instrument. Signatures transmitted electronically or by facsimile shall have 

the same effect as original signatures.

17. Enforcement and Choice of Law. This Settlement Agreement shall be governed 

by, and construed and enforced in accordance with, the laws of the State of Florida, without regard 

to its conflict of law principles. Each of the Parties may enforce this Agreement as a valid 

contract, and may obtain any lawful remedy including injunctive relief enforcing the Agreement. 

Further, each of the Parties irrevocably agree that the Bankruptcy Court has sole and exclusive 

jurisdiction over the enforcement, and interpretation of the Settlement Agreement, and shall retain 

sole and exclusive personal and subject matter jurisdiction to interpret, enforce and implement the 

terms of this Agreement and resolve any and all disputes between the Parties arising from or 

relating to the Settlement Agreement.

18. Neutral Interpretation. In the event any dispute arises among the Parties with 

regard to the interpretation of any term of this Settlement Agreement, the Parties shall be 

considered collectively to be the drafting party and any rule of construction to the effect that 

ambiguities are to be resolved against the drafting party shall be inapplicable.

19. Authority. Each Party to this Settlement Agreement warrants and represents that 

the person signing this Settlement Agreement on its behalf is duly authorized to enter into this 

Settlement Agreement on behalf of such party. Each Party signing this Settlement Agreement 

Case 21-01362-EPK Doc 121 Filed 05/20/22 Page 36 of 46 Case 20-22967-EPK Doc 92 Filed 05/20/22 Page 30 of 40
14

separately acknowledges and represents that this representation and warranty is an essential and 

material provision of this Settlement Agreement and shall survive execution of this Agreement.

20. Illegality. If any clause, provision, or paragraph of this Settlement Agreement 

shall, for any reason, be held illegal, invalid, or unenforceable, such illegality, invalidity, or 

unenforceability shall not affect any other clause, provision, or paragraph of this Settlement 

Agreement, and this Settlement Agreement shall be construed and enforced as if such illegal, 

invalid, or unenforceable clause, paragraph, or other provision had not been contained herein, 

except if the release granted by the Defendants in this Settlement Agreement is deemed to be 

unenforceable, illegal, or invalid, then the release granted by the Trustee herein shall be of no 

force and effect, and any monies that may have been delivered to the Trustee pursuant to this 

Agreement, including the Settlement Payment, shall be returned to the Defendants’ counsel 

forthwith.

21. Advice of Counsel. The Parties acknowledge that they have been represented by 

counsel of their own choice in the negotiations leading up to the execution of this Settlement 

Agreement and that they have read this Settlement Agreement and have had the opportunity to 

receive an explanation from legal counsel regarding the legal nature and effect of the same, and 

each Party has had it fully explained to them by their counsel and understands the terms and 

provisions of this Settlement Agreement and its nature and effect. Each Party further represents 

that they are entering into this Settlement Agreement freely and voluntarily, relying solely upon 

the advice of their own counsel, and not relying on the representation of any other Party or of 

counsel for any other Party.

22. Acknowledgement. This Settlement Agreement was executed after arm’s length 

negotiations between the Parties and their respective counsel, and reflects the conclusion of the 

Case 21-01362-EPK Doc 121 Filed 05/20/22 Page 37 of 46 Case 20-22967-EPK Doc 92 Filed 05/20/22 Page 31 of 40
15

Parties that this Settlement Agreement is in the best interests of the Parties.

23. Divisions and Headings. The divisions of this Settlement Agreement into 

sections and subsections and the use of captions and headings in connection therewith are solely 

for convenience and shall have no legal effect in construing the provisions of this Settlement 

Agreement.

24. No Third Party Beneficiaries. Nothing in this Settlement Agreement, express 

or implied, is intended or shall be construed to confer upon, or give to, any entity other than the 

Parties hereto and their respective successors and assigns, any right, remedy or claim under or by 

reason of this Agreement or any covenant, condition or stipulation hereof, and the covenants, 

stipulations and agreements contained in this Agreement are and shall be for the sole and exclusive 

benefit of the Parties hereto. It is expressly understood between the Parties that nothing in this 

Agreement is intended to in any way prejudice or limit the Trustee’s ability to pursue any claims 

available to her against any other persons or entities, and that no release or waiver provided in 

this Agreement shall be construed to release or waive any such claims. Except as provided in this 

Agreement, the Trustee reserves all rights to pursue claims against any parties other than the 

Defendants, including claims for fraudulent transfer, preferential transfer, or any other claims 

available to the Trustee under bankruptcy law or state law. However, nothing in this Settlement 

Agreement constitutes tolling of any applicable statute of limitations or any waiver of defenses.

Nothing in this Settlement Agreement shall be construed to release or waive any claims or 

defenses that the Defendants may have against any non-party to this Settlement Agreement under 

applicable bankruptcy or non-bankruptcy law.

IN WITNESS HEREOF, the undersigned, being duly authorized, have caused this 

Settlement Agreement to be executed as of the date shown above.

Case 21-01362-EPK Doc 121 Filed 05/20/22 Page 38 of 46 Case 20-22967-EPK Doc 92 Filed 05/20/22 Page 32 of 40
Case 21-01362-EPK Doc 121 Filed 05/20/22 Page 39 of 46 Case 20-22967-EPK Doc 92 Filed 05/20/22 Page 33 of 40
17 

EXHIBIT “A” 

ASSIGNMENT OF MEMBERSHIP INTERESTS 

THIS ASSIGNMENT OF MEMBERSHIP INTERESTS (the “Assignment”), is made 

this 5th day of May, 2022, by and among, Timothy Foufas, having an address at 415 W. Aldine 

Ave., Chicago, IL 60657 (the “Assignor”), and Deborah Menotte, not individually, but as Chapter 

7 trustee of the Debtor, Plato Chris Foufas, having an address at P.O. Box 211087, West Palm 

Beach, Florida 33421 (the “Assignee”) (hereinafter, the Assignor and Assignee shall be referred 

to collectively as the “Parties”). 

PREAMBLE

WHEREAS, the Assignee is duly appointed and acting Chapter 7 Trustee of the 

bankruptcy estate (the “Estate”) of the Debtor, Plato Chris Foufas (the “Debtor”), in the matter 

styled In re Plato Chris Foufas, Case No. 20-22967-EPK (the “Bankruptcy Case”), which case is 

currently pending in the United States Bankruptcy Court for the Southern District of Florida (the 

“Bankruptcy Court”); 

WHEREAS, the Assignor and Assignee are parties to that certain Settlement Agreement 

and Releases dated May 5th , 2022 (the “Settlement Agreement”), by and among, the Assignor and 

Assignee, entered into and approved by the Bankruptcy Court in connection with the adversary 

proceeding styled Deborah Menotte, Chapter 7 trustee of the estate of the Debtor, Plato Chris 

Foufas, Plaintiff v. Plato Chris Foufas, Briarcliffe Lakeside Associates LLC, Foufas 

Properties/Briarcliffe, Inc., Earlsted, LLC, Wrightford Corporation, Sixth and Gest Properties, 

LLC, Plato Foufas & Company, LLC, PFCO, Inc., Astor Street Holdings, LLC, KM Settlement 

dated May 23, 1996 between Plato Chris Foufas and Nova Corporation, The KM Settlement dated 

January 9, 1998 Between Plato Foufas and St. Vincent Trust Services, Ltd., Orion Corporate & 

Trust Services, Ltd., as Trustee of the KM Settlement, Guardian Fiduciary Management, Ltd., as 

Protector of the KM Settlement and Timothy Foufas (the “Defendants”), Adv. Proc. No. 21-01362-

EPK (the “Adversary Case”), which case is currently pending in the Bankruptcy Court; 

WHEREAS, the Assignor and Astor Street Holdings, LLC, a Delaware limited liability 

company (“Astor Street”) are named defendants in the Adversary Case and, further, Astor Street 

is also a party to the Settlement Agreement; 

WHEREAS, pursuant to the Settlement Agreement, certain membership interests are 

required to be assigned from Assignor to Assignee with respect to Astor Street (the “Membership 

Interests”); 

WHEREAS, the Assignor owns, holds and controls one-hundred (100%) percent of the 

Membership Interests in Astor Street, whereby Astor Street owns, holds and controls twenty (20%) 

percent, of the membership interests in Sixth and Gest Properties, LLC (“Sixth and Gest”), a 

Delaware limited liability company (hereinafter, Astor Street and Sixth and Gest are sometimes 

referred to singularly, as the “Company” or plural, as the “Companies”); 

Case 21-01362-EPK Doc 121 Filed 05/20/22 Page 40 of 46 Case 20-22967-EPK Doc 92 Filed 05/20/22 Page 34 of 40
18

WHEREAS, the Assignor desires by this Assignment to assign to the Assignee all of the 

Membership Interests, and the Assignee desires by this Assignment to accept the Membership 

Interests on behalf of the Estate.

NOW, THEREFORE, FOR AND IN CONSIDERATION of good and valuable 

consideration, the receipt and adequacy of which are acknowledged by each party, the Parties 

hereby agree, as follows:

1. ASSIGNMENT.

1.1 Effective as of the date first above written (the “Effective Date”) the 

Assignor assigns to the Assignee and the Assignee accepts and assumes from the Assignor 

(a) the Membership Interests as defined herein and as otherwise set forth in the Settlement 

Agreement, which is incorporated by reference herein, so that from and after the Effective 

Date, and until any other or further assignment made in accordance with the provisions of 

any applicable Limited Liability Company Act (as may be amended or revised) and other 

state law (the “Act”), the Assignor shall no longer be a member of the Companies and the 

Assignee shall own the Membership Interests (together with all economic and voting rights 

appurtenant thereto), as well as, any claim, right, option, or other prospective membership 

interest in either of the Companies held or purported to be held by the Assignor, and (b) 

any and all right, title, and interest that the Assignor has under the provisions of the Act, 

or in and to any of the assets of the Companies, with respect to the Membership Interests 

so assigned hereunder to the Assignee.

1.2 Further, upon the Effective Date, the Assignor shall (i) execute and deliver 

to Assignee the Membership Interests, including, but no limited to, membership 

certificates, membership units, and/or other such instruments, necessary to effectuate this 

Assignment and transfer the Membership Interests to the Assignee; and (ii) deliver all 

corporate books and financial records of Astor Street to the Assignee.

2. REPRESENTATIONS.

2.1. By Assignor. To induce the Assignee to accept the delivery of this 

Assignment, the Assignor hereby represents and warrants to the Assignee that, on the date hereof 

and at the time of such delivery:

2.1.1. The Assignor has not sold, transferred, or encumbered any or all of 

the Membership Interests. The Assignor has the full and sufficient right at law and in equity to 

transfer and assign the Membership Interests, represents and warrants that he is not aware of any 

claimed interests in the Membership Interests by any third party and is transferring and assigning 

the Membership Interests to the Assignee in full. The assignment by the Assignor hereunder 

includes the Membership Interests, as well as, each and every interest of any kind of the Assignor 

held or purported to be held in either of the Companies.

2.1.2. No consent of any member in Astor Street other than T. Foufas is 

required in connection with this Assignment.

Case 21-01362-EPK Doc 121 Filed 05/20/22 Page 41 of 46 Case 20-22967-EPK Doc 92 Filed 05/20/22 Page 35 of 40
19

2.2. By Assignee. The Assignee covenants, warrants, and represents to 

the Assignor that the Membership Interests are being acquired for administration in the Bankruptcy 

Case and not for the Assignee’s own account and may be offered for sale, disposition, or otherwise 

for distributing such interests in connection with this Assignment in connection with the 

Bankruptcy Case and as may be approved and/or otherwise ordered by the Bankruptcy Court.

2.3. By Each Party. Each party represents and warrants to the other that it has 

been duly authorized to execute and deliver this Assignment, and to perform its obligations under 

this Assignment.

3. NOTICES. Any notice, demand, consent, approval, request, or other 

communication or document to be provided hereunder to a party hereto shall be (a) in writing, and 

(b) deemed to have been provided (i) three days after being sent as certified mail in the United 

States mail, postage prepaid, return receipt requested, to the address of the party set forth in this 

Assignment or to any other address in the United States of America as the party may designate 

from time to time by notice to the other party, or (ii) upon being given by hand or other actual 

delivery to the party.

4. MISCELLANEOUS.

4.1. Effectiveness. This Assignment shall be effective as of the Effective Date.

4.2. Complete understanding. This Assignment and the Settlement Agreement 

as incorporated by reference herein, represents the complete understanding between the Parties as 

to the subject matter hereof, and supersedes all prior negotiations, representations, guarantees, 

warranties, promises, statements, or agreements, either written or oral, between the parties hereto 

as to the same.

4.3. Amendment. This Assignment may be amended by and only by an 

instrument executed and delivered by each party as provided for herein or upon further order of 

the Bankruptcy Court.

4.4. Waiver. No party shall be deemed to have waived any right that it holds 

hereunder unless the waiver is made expressly and in writing (and, without limiting the generality 

of the foregoing, no delay or omission by any party in exercising any such right shall be deemed a 

waiver of its future exercise). No waiver shall be deemed a waiver as to any other instance or any 

other right.

4.5. Enforcement and Applicable Law. The construction, validity, and 

interpretation of this Assignment and the performance of the obligations imposed hereby shall be 

governed by the internal law, not the law of conflicts, of the State of Florida. Furthermore, each of 

the Parties irrevocably agree that the Bankruptcy Court has sole and exclusive jurisdiction over 

the enforcement, enforcement, and interpretation of the Assignment, and shall retain sole and 

exclusive personal and subject matter jurisdiction to interpret, enforce and implement the terms of 

this Agreement and resolve any and all disputes between the Parties arising from or relating to the 

Case 21-01362-EPK Doc 121 Filed 05/20/22 Page 42 of 46 Case 20-22967-EPK Doc 92 Filed 05/20/22 Page 36 of 40
Case 21-01362-EPK Doc 121 Filed 05/20/22 Page 43 of 46 Case 20-22967-EPK Doc 92 Filed 05/20/22 Page 37 of 40
2 

EXHIBIT “B”

Case 21-01362-EPK Doc 121 Filed 05/20/22 Page 44 of 46 Case 20-22967-EPK Doc 92 Filed 05/20/22 Page 38 of 40
[PROPOSED] 

UNITED STATES BANKRUPTCY COURT 

SOUTHERN DISTRICT OF FLORIDA 

(WEST PALM BEACH DIVISION) 

In re: 

 

PLATO CHRIS FOUFAS, CASE NO. 20-22967-EPK 

Debtor. CHAPTER 7 

__________________________________/ 

DEBORAH MENOTTE, as Chapter 7 

Trustee for the Debtor, Plato Chris Foufas, ADV. PROC. NO. 21-01362-EPK 

Plaintiff, 

v. 

PLATO CHRIS FOUFAS, et al., 

Defendants. 

_________________________________/ 

ORDER GRANTING MOTION BY DEBORAH MENOTTE, CHAPTER 7 TRUSTEE, 

TO APPROVE SETTLEMENT AND COMPROMISE CONTROVERSY WITH 

ADVERSARY DEFENDANTS, TIMOTHY FOUFAS AND 

ASTOR STREET HOLDINGS, LLC 

THIS MATTER came before the Court without the necessity of a hearing upon the 

Motion By Deborah Menotte, Chapter 7 Trustee, to Approve Settlement and Compromise 

Controversy with Adversary Defendants, Timothy Foufas and Astor Street Holdings, LLC [ECF 

No. ____] (the “Motion”) filed by Deborah Menotte (“Plaintiff” or “Trustee”), as Chapter 7 

Trustee for the Debtor, Plato Chris Foufas (“Foufas” or “Debtor”). The Trustee by submitting 

this form of order having represented that the Motion was served on all parties required by 

Bankruptcy Rule 2002 and Local Rule 2002-1(H), (I) or (J), that the 21-day response time 

Case 21-01362-EPK Doc 121 Filed 05/20/22 Page 45 of 46 Case 20-22967-EPK Doc 92 Filed 05/20/22 Page 39 of 40
2 

provided by Local Rule 9013-1(D) has expired, that no one has filed, or served on the Trustee, a 

response to the Motion, and that the form of order was attached as an exhibit to the Motion, The 

Court, having reviewed the Motion and Settlement, and other court filings in the Bankruptcy 

Cases, and being fully apprised on the premises, it is, 

ORDERED, as follows: 

1. The Motion is GRANTED. 

2. The terms of the Settlement Agreement and Releases attached as Exhibit “A” to 

the Motion (the “Settlement”) are hereby approved and incorporated by reference as if fully set 

forth herein. 

3. The Parties to the Settlement are authorized and directed to take any and all 

actions and execute any and all documents necessary to effectuate the terms and conditions of 

the Settlement and in accordance with this Order. 

4. The Court retains jurisdiction to enforce the terms of the Settlement. 

# # # 

Submitted by: 

Barry P. Gruher, Esq. 

Counsel for the Chapter 7 Trustee 

Genovese Joblove & Battista, P.A. 

200 E. Broward Boulevard, Suite 1110 

Fort Lauderdale, Florida 33301 

Tel: (954) 453-8000 

Fax: (954) 453-8010 

Email: bgruher@gjb-law.com

[Attorney Gruher shall serve a copy of this Order to all interested parties and file a certificate of 

service] 

Case 21-01362-EPK Doc 121 Filed 05/20/22 Page 46 of 46 Case 20-22967-EPK Doc 92 Filed 05/20/22 Page 40 of 40