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In re Voluntary Purchasing Group, Inc.

Citations: 233 B.R. 701; 1999 Bankr. LEXIS 488; 1999 WL 285479Docket: Bankruptcy No. 96-31549

Court: United States Bankruptcy Court, E.D. Texas; February 17, 1999; Us Bankruptcy; United States Bankruptcy Court

Narrative Opinion Summary

In this case, the court reviewed the Second Application for compensation and expense reimbursement submitted by Price Waterhouse, LLP, who served as financial advisors to the Official Committee of Unsecured Creditors of Voluntary Purchasing Groups, Inc. (VPG). VPG had entered Chapter 11 bankruptcy primarily due to high legal costs from environmental lawsuits. Price Waterhouse's services were rendered from October 1996 to December 1997, and the application requested significant fees and expenses. Objections were raised by the Railroads, claiming the services did not benefit the estate; however, the court found these objections largely meritless, recognizing the crucial role Price Waterhouse played in the successful confirmation of the reorganization plan. The court applied the *In re First Colonial Corp. of America* factors to determine the appropriateness of the fees and made adjustments to some claims, including deductions for tasks that could be performed by less expensive staff and errors in ballot classification. Ultimately, the court awarded Price Waterhouse $561,447.03 for professional services and $11,705.68 for expenses, resulting in a total interim award of $573,152.71. The decision underscores the importance of professional services in navigating complex bankruptcy reorganizations and the scrutiny applied to fee applications in such proceedings.

Legal Issues Addressed

Compensation and Expense Reimbursement for Financial Advisors

Application: Price Waterhouse, LLP sought compensation and reimbursement for services as financial advisors to the Official Committee of Unsecured Creditors of VPG during the specified period, with the court ultimately approving most of the requested amounts despite objections.

Reasoning: The Court evaluates the Second Application from Price Waterhouse, LLP for compensation and expense reimbursement as financial advisors to the Official Committee of Unsecured Creditors of Voluntary Purchasing Groups, Inc. (VPG) for the period from October 1, 1996, to December 31, 1997.

Handling of Ballot Errors in Bankruptcy Proceedings

Application: The Railroads raised concerns about ballot handling, but the court deemed any errors inconsequential, reflecting a broader understanding of class action litigation purposes.

Reasoning: The Railroads raised objections regarding the Applicant's ballot handling, alleging manipulation; however, the Court deems any minor errors in ballot classification inconsequential.

Objections to Fee Applications

Application: The Railroads objected to the fees on the grounds that the services did not benefit the estate, but the court found these objections largely meritless and recognized the value of Price Waterhouse's services in confirming the reorganization plan.

Reasoning: The Railroads objected, claiming the services provided were not beneficial to the estate. The Court, after reviewing the Application, the Railroads' objections, and the evidence presented, concluded that Price Waterhouse’s services significantly contributed to the successful confirmation of VPG's reorganization plan amidst complex legal challenges.

Standard of Review for Professional Fees in Bankruptcy

Application: The court applied the factors from *In re First Colonial Corp. of America* to determine the reasonableness and necessity of the fees requested by the Applicant, resulting in adjusted fee awards to reflect the appropriate compensation.

Reasoning: After evaluating the Applicant’s Second Application against the twelve factors outlined in *In re First Colonial Corp. of America*, the Court determined that the Applicant's services were actual, reasonable, necessary, and beneficial to the estate and its creditors.