Fee App for Vogel & Receivership Proff Doc 1233

IN THE UNITED STATES DISTRICT COURT 
FOR THE NORTHERN DISTRICT OF TEXAS 
DALLAS DIVISION 
NETSPHERE, INC.,  § 
MANILA INDUSTRIES, INC., AND  § 
MUNISH KRISHAN       § 
  § 
  PLAINTIFFS,  § 
  § 
V.  §  CIVIL ACTION NO. 3:09-CV-0988-F 
  § 
JEFFREY BARON AND  § 
ONDOVA LIMITED COMPANY,  § 
  § 
  DEFENDANTS.  § 
FEE APPLICATION FOR RECEIVER AND RECEIVERSHIP PROFESSIONALS  
 
  Based  on  this  Court’s  Scheduling  Order  of  April  5,  2013  [Docket  No.  1220]  Peter  S. 
Vogel, Receiver over Jeffrey Baron and the Receivership Parties (the “Receiver”), files this Fee 
Application  for  the  reimbursement  of  fees  and  expenses  incurred  by  the  Receiver  and  the 
Receiver’s  Professionals  as  detailed  in  this  Fee  Application  and  previous  filings  before  this 
Court. 
I.  RECEIVERSHIP PROFESSIONALS  
  Based on the recommendation of the Honorable Stacey Jernigan, judge in the Ondova 
Bankruptcy  (In  re  Ondova  Ltd.  Co.,  No.  09-34784),  on  November  24,  2010  Mr.  Daniel  J. 
Sherman,  Trustee  in  the  Ondova  Bankruptcy,  filed  an  Emergency  Motion  of  Trustee  for 
Appointment of a Receiver Over Jeffrey Baron. On November 24, 2010 this Court issued the 
Order  Appointing  Receiver  (the  “Receivership  Order”)  [Docket  No.  124]  which  included 
authority for the Receiver to “…choose, engage, and employ attorneys, accountants, appraisers, 
and  other  Independent  contractors  and  technical  specialists  (collectively,  “Professionals”)  … 
Receiver  deems  advisable  or  necessary…”  Receivership  Order,  p.  8.  As  a  result  of  the 
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FEE APPLICATION FOR RECEIVER AND RECEIVERSHIP PROFESSIONALS     Page 2 
Receivership Order, from November 24, 2010 until today the Receiver has dedicated time almost 
daily to the Receivership estate, which work has been extremely complex and involves a unique 
set of circumstances created by Mr.  Baron’s vexatious behavior in this Court, and many other 
Courts. As the Court is well-aware, the Receiver has hired many Professionals in the ensuing 
litigation and for the management of the Receivership estate as listed in chronological order:  
Professionals 
 
Purpose 
Beginning Date 
Ending Date 
Gardere Wynne Sewell LLP 
Counsel for the Receiver 
November 2010 
July 2012 
13 law firms outside of Texas 
Served as local counsel 
for the filing of 28 USC 
§754 miscellaneous 
actions to reach 
Receivership assets 
December 2010 
Present 
Thomas Jackson 
Counsel for Receivership 
parties Novo Point, LLC 
and Quantec, LLC 
December  2010 
March 2011 
Joshua Cox 
Counsel for Receivership 
party Quantec, LLC  
December  2010 
Present 
James Eckels 
Counsel for Receivership 
party Novo Point, LLC 
December  2010 
Present 
Jeffrey Harbin 
Manager of Receivership 
parties Novo Point, LLC 
and Quantec, LLC 
December  2010 
February 2011 
Gary Lyon 
Counsel for the Receiver 
December  2010 
Present 
Grant Thornton LLP 
CPAs for Receivership 
December  2010 
Present 
Martin Thomas 
Counsel for Jeffery 
Baron in the Ondova 
Bankruptcy 
December  2010 
September 2012 
Damon Nelson 
Manager of Receivership 
parties Novo Point, LLC 
and Quantec, LLC 
February 2011 
Present 
Dykema Gossett PLLC 
Counsel for the Receiver 
July 2012 
Present 
Matt Morris 
Expert Witness for 
Confirmation Hearing in 
Ondova Bankruptcy 
October 2012 
Present 
 
The Receiver has contracts with the Receivership Professionals to pay their fees and expenses 
subject to the approval of the Court. Over the course of the Receivership, since November 24, 
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FEE APPLICATION FOR RECEIVER AND RECEIVERSHIP PROFESSIONALS     Page 3 
2010,  the  Receiver  paid  the  Receivership  Professional  fees  and  expenses  pursuant  to  fee 
applications and order of this Court, as stated in the chart that follows below.  Also the Court did 
not approve the payment of all fees and expenses requested by the Receiver including reserving 
portions  of  certain  fees  and  expenses  until  the  conclusion  of  the  Receivership  for  Counsel 
Gardere and Dykema, and the Receiver.  Both Gardere and Dykema are filing separate pleadings 
in  support  of  their  fees  and  expenses.    The  chart  that  follows  identifies  fees  and  expenses, 
payments, and outstanding balances of Receivership Professionals to date: 
Receivership Professional 
Fee Applications 
Made to the 
Court 
Amount of 
Monies Paid 
Pursuant to 
Court Order 
Amount of 
Monies 
Outstanding 
 
Gardere Wynne Sewell LLP 
$2,010,862.22 
$1,479,571.05 
$531.290.27 
13 law firms outside of Texas 
$19,559.41 
$19,559.41 
$0.00 
Thomas Jackson 
$69,007.50 
$69,007.50 
$0.00 
Joshua Cox 
(See Exhibit A) 
$61,968.75 
$53,235.60 
$8,733.15 
James Eckels 
(See Exhibit B) 
$64,787.50 
$61,637.50 
$3,150 
Jeffrey Harbin 
$13,913.62 
$13,913.62 
$0.00 
Gary Lyon 
$16,462.50 
$16,462.50 
$0.00 
Grant Thornton LLP 
(See Exhibit C) 
$121,390.53 
$109,301.53 
$12,089.00 
Martin Thomas 
$95,285.52
 
$95,285.52 
$0.00 
Damon Nelson 
(See Exhibit D) 
$306,262.92 
$287,962.92 
$18,300 
 
Dykema Gossett PLLC 
$1,550,776.00 
$398,893.91 
(Held in Trust 
$737,276.73) 
$354,777.69 
Matt Morris 
(See Exhibit E) 
$54,572.50 
$0.00 
$54,572.50 
 
TOTALS 
 
$4,384,848.97 
 
$3,342,107.79 
 
$982,912.61 
 
II.  RECEIVERSHIP FEES AND EXPENSES 
  Separate  and  apart  from  the  Receivership  Professionals,  the  Receiver  submitted 
applications for fees and expenses from September 1 through October 31, 2012 and December 1-
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FEE APPLICATION FOR RECEIVER AND RECEIVERSHIP PROFESSIONALS     Page 4 
28, 2012 as detailed in the invoices attached as Exhibit F. [Doc. #1122]  Also not previously 
filed with the Court are invoices for the Receiver for January, February, and March 2013 which 
are attached as Exhibit G.  For the convenience of the Court all invoices filed for the Receiver 
from November,  2010 through  December 31,  2012 are  attached  as Exhibit  H. The following 
chart is  a summary of  the fees  and expenses  of the Receiver,  amounts paid,  and outstanding 
monies owed: 
Receiver 
Fee Applications 
Made to the Court 
Amount of Monies 
Paid 
Pursuant to Court 
Order 
Amount of 
Monies 
Outstanding 
 
Peter S. Vogel 
$1,250,680.00 
$708,926.00 
$527,576.00 
 
III.  RECEIVERSHIP’S RECOMMENDATION 
  On December 18, 2012 the Fifth Circuit issued its Opinion (the “Opinion”) directing this 
Court to Wind-Down the Receivership:  
In light of our ruling that the receivership was improper, equity may well require 
the fees to be discounted meaningfully from what would have been reasonable under a 
proper receivership. Fees already paid were calculated on the basis that the receivership 
was proper. Therefore, the amount of all fees and expenses must be reconsidered by the 
district  court.  Any  other  payments  made  from  the  receivership  fund  may  also  be 
reconsidered as appropriate. 
 
We  also  conclude  that  everything  subject  to  the  receivership  other  than  cash 
currently  in  the  receivership,  which  Baron  asserts  in  a  November  26,  2012  motion 
amounts to $1.6 million, should be expeditiously released to Baron under a schedule to be 
determined by the district court for winding up the receivership. The new determination 
by the district court of reasonable fees and expenses to be paid to the receiver, should the 
amount be set at more than has already been paid, may be paid from the $1.6 million. 
 
Opinion, Pages 27-28. 
 
  The Receiver recommends that the Receiver and all Receivership Professionals retain the 
monies already paid under the Receivership, and that the unpaid monies owed to the Receiver 
and  Receivership  Professionals  be  paid  to  each  on  a  pro-rata  basis  from  the  monies  in  the 
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FEE APPLICATION FOR RECEIVER AND RECEIVERSHIP PROFESSIONALS     Page 5 
Receivership estate.  Depending on the funds available, this pro-rata distribution could result in a 
meaningful  and  significant  discount  to  the  Receiver  and  Receivership  Professionals.    As  of 
January  8,  2013,  the  Receiver  reported  in  his  inventory  accounts  of  an  aggregate  value  of 
$2,952,953.90.  Some of those accounts, while denominated IRA accounts, may in fact not be 
exempt from creditors.  Until there is a determination as to the exempt nature of those accounts 
and aggregate amount of cash held in non-exempt accounts, the amount of the funds is unclear at 
this time. 
If  there  are  enough  monies  in  the  Receivership  estate  to  pay  the  Receiver  and  the 
Receivership Professionals all monies due them, then the excess may be paid to Mr. Baron or his 
creditors as this Court or the Bankruptcy Court may determine.   
 
Respectfully submitted, 
 
 
By:   /s/ Peter S. Vogel 
Peter S. Vogel 
State Bar No. 20601500 
1601 Elm Street, Suite 3000 
Dallas, Texas  75201 
(214) 999-3000 
(214) 999-3422 Facsimile 
 
RECEIVER, PETER S. VOGEL 
 
 
 
 
CERTIFICATE OF SERVICE 
 
  I hereby certify that a true and correct copy of the foregoing document was served via the 
Court’s ECF system on all counsel of record on April 17, 2013. 
By:   /s/ Peter S. Vogel 
Peter S. Vogel 
 
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