Doc1013 motion to settle with olshan frome wolosky llp fka olshan grundman frome rozenwieg & wolosky llp & david adler

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MOTION FOR ORDER APPROVING COMPROMISE AND SETTLEMENT AGREEMENT
BETWEEN THE TRUSTEE AND OLSHAN FROME WOLOSKY LLP AND DAVID ADLER Page 1
#4837-3769-0139
Peter Franklin
State Bar No. 07378000
Doug Skierski
FRANKLIN CHAPMAN SKIERSKI HAYWARD, LLP
10501 N. Central Expressway, Suite 106
Dallas, Texas 75231
Telephone: (972) 755-7100
Facsimile: (972) 755-7110
Counsel for Matthew D. Orwig,
Chapter 11 Trustee and Liquidating Trustee
Jeffrey M. Tillotson, P.C.
Eric W. Pinker, P.C.
John Volney
LYNN TILLOTSON PINKER & COX, L.L.P.
2100 Ross Avenue, Suite 2700
Dallas, Texas 75201
Telephone: (214) 981-3800
Facsimile: (214) 981-3839
Chapter 11 Trustee and Liquidating Trustee
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE NORTHERN DISTRICT OF TEXAS
DALLAS DIVISION
In re: §
§
FIRSTPLUS FINANCIAL GROUP, INC., § Case No. 09-33918-hdh-11
Debtor, § Chapter 11
§
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MOTION FOR ORDER APPROVING COMPROMISE AND
SETTLEMENT AGREEMENT BETWEEN THE TRUSTEE AND
OLSHAN FROME WOLOSKY LLP AND DAVID ADLER
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NO HEARING WILL BE CONDUCTED ON THIS MOTION UNLESS A
WRITTEN OBJECTION IS FILED WITH THE CLERK OF THE UNITED
STATES BANKRUPTCY COURT AT 1100 COMMERCE STREET,
ROOM 1254, DALLAS, TEXAS 75242-1496 BEFORE CLOSE OF BUSINESS
ON JUNE 23, 2014, WHICH IS AT LEAST 24 DAYS FROM THE DATE OF
SERVICE HEREOF.
ANY RESPONSE SHALL BE IN WRITING AND FILED WITH THE CLERK,
AND A COPY SHALL BE SERVED UPON COUNSEL FOR THE MOVING
PARTY PRIOR TO THE DATE AND TIME SET FORTH HEREIN. IF A
RESPONSE IS FILED A HEARING MAY BE HELD WITH NOTICE ONLY
TO THE OBJECTING PARTY.
IF NO HEARING ON SUCH NOTICE OR MOTION IS TIMELY
REQUESTED, THE RELIEF REQUESTED SHALL BE DEEMED TO BE
UNOPPOSED, AND THE COURT MAY ENTER AN ORDER GRANTING
THE RELIEF SOUGHT OR THE NOTICED ACTION MAY BE TAKEN.
Case 09-33918-hdh11 Doc 1013 Filed 05/28/14 Entered 05/28/14 18:34:45 Page 1 of 23

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#4837-3769-0139
TO THE HONORABLE HARLIN D. HALE,
UNITED STATES BANKRUPTCY JUDGE:
COMES NOW Matthew D. Orwig, the duly-appointed Chapter 11 Trustee and
Liquidating Trustee of the FirstPlus Financial Group, Inc. bankruptcy estate (the “Trustee”)
seeking this Court’s approval for the settlement and compromise of controversies between the
Trustee and Olshan Frome Wolosky LLP f/k/a Olshan Grundman Frome Rozenzwieg &
Wolosky LLP (“Olshan”) and David Adler (“Adler”) (collectively, the “Parties”). In support of
this motion, which is made pursuant to Bankruptcy Rule 9019, the Trustee would show the Court
the following:
JURISDICTION AND VENUE
1. This Court has jurisdiction over the subject matter of this Motion pursuant to 28
U.S.C. §1334(b) and the standing order of reference of the District Court. This matter is a core
proceeding. 28 U.S.C. §157(b)(1), (b)(2)(O).
2. Venue in this Court is proper under 28 U.S.C. §1408 and 1409.
BACKGROUND FACTS
3. The Debtor filed for relief under Chapter 11 of the United States Bankruptcy
Code on June 23, 2009. The Trustee was appointed on July 24, 2009.
4. No creditors’ committee was appointed in this case by the United States Trustee.
5. As alleged in the Trustee’s First Amended Complaint in the adversary proceeding
styled Orwig v. Freeman, et al., Adversary No. 11-03397-hdh, pending in this Court (the
“Adversary Proceeding”), the Trustee sued Olshan and Adler for alleged legal malpractice,
aiding and abetting, breach of fiduciary duty, and civil conspiracy in connection with certain
legal services performed by Olshan and Adler.

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#4837-3769-0139
6. The Trustee and Olshan and Adler have agreed upon terms for settlement of the
Adversary Proceeding. A copy of the Compromise and Settlement Agreement (the
“Agreement”) is attached to this motion as Exhibit A, and is incorporated herein by reference.
The Agreement provides that Olshan and Adler will pay the FPFG Liquidating Trustee
$3,000,000.00 to settle the controversies between Trustee and Olshan and Adler. The
Agreement provides for a full release of any and all pre- and post-petition claims and causes of
action between the Parties (and Olshan and Adler deny all liability in connection with the
settlement).
7. Because the controversies between the Parties involve issues that would likely
take substantial time and money to resolve, the Trustee has concluded that the interests of the
estate are better served by entering into the attached Agreement, which provides substantial
consideration to the Liquidating Trust. The Trustee requests approval to enter into the
Agreement as follows.
BASIS FOR RELIEF REQUESTED
8. In deciding whether to approve a proposed settlement agreement or compromise
of controversy, a bankruptcy court should consider the following factors:
a. the probability of success on the merits and the resolution of the dispute;
b. the complexity of the litigation being settled;
c. the expense, inconvenience and delay associated with litigating the dispute; and
d. the paramount interests of creditors.
Texas Extrusion Corp. v. Lockheed Corp. (In re Texas Extrusion Corp.), 844 F.2d 1142, 1158-59
(5th Cir. 1988), cert denied, 105 S. Ct. 31 (1989); United States v. Aweco, Inc. (In re Aweco,
Inc.), 752 F.2d 293, 298 (5th Cir. 1984), cert. denied, 469 U.S. 880 (1984).

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#4837-3769-0139
9. While it is necessary for the proponent of a compromise to set forth the factual
and legal basis for the compromise so the court can make an intelligent and informed evaluation
of the proposed settlement, it is not incumbent upon the proponent to present a mini-trial or a full
evidentiary hearing. Texas Extrusion, 844 F.2d at 1158-59; Aweco, 725 F.2d at 298.
10. The Agreement is in the best interests of the Debtor’s bankruptcy estate and
should be approved. The Settlement provides for substantial consideration of $3,000,000.00 to
be paid to the FPFG Liquidating Trust by Olshan and Adler. While the Trustee believes that he
has strong tort claims against Olshan and Adler, those claims would be complicated, time-
consuming, and expensive to resolve in a contested proceeding. For its part, Olshan and Adler
contend that they have strong factual and legal defenses to the Trustee’s claims, which would
further add to the cost of prosecuting the Trustee’s claims. Accordingly, the Trustee requests
that the Court grant this motion and approve the Agreement.
WHEREFORE, the Trustee respectfully requests that this Court find that service on the
attached service list is proper and that the Agreement incorporated as Exhibit A is in the best
interest of the Debtor’s estate and approve of the Agreement between the Trustee and Olshan
Frome Wolosky LLP f/k/a Olshan Grundman Frome Rozenzwieg & Wolosky, LLP and David
Adler.

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#4837-3769-0139
Dated: May 28, 2014 Respectfully submitted,
/s/ John Volney
Peter Franklin (PFranklin@FCSHlaw.com)
Doug Skierski (DSkierski@FCSHlaw.com)
FRANKLIN CHAPMAN SKIERSKI HAYWARD, LLP
Dallas, Texas 75231
Telephone: (972) 755-7100
Facsimile: (972) 755-7110
and
Jeffrey M. Tillotson, P.C. (jmt@lynnllp.com)
Eric W. Pinker, P.C. (epinker@lynnllp.com)
John Volney (jvolney@lynnllp.com
Dallas, Texas 75201
Telephone: (214) 981-3800
Facsimile: (214) 981-3839
COUNSEL FOR MATTHEW D. ORWIG,
CHAPTER 11 TRUSTEE AND
LIQUIDATING TRUSTEE

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#4837-3769-0139
CERTIFICATE OF SERVICE
The undersigned hereby certifies that a true and correct copy of the above and foregoing
document has been served via ECF on counsel of record on May 28, 2014, and via United States
Mail, as shown below:
Via CMRRR #7011 3500 0001 4922 1336
David A. Roberts (Pro Se)
325 West End Avenue, Apt. 11D
New York, NY 10023
(212) 918-4571 Telephone
droberts@ughglobal.com
Via CMRRR #7011 3500 0001 4922 1565
Nicodemo S. Scarfo, Jr. (Pro Se)
129 Kensington Drive
Galloway, NJ 08205
nscarfo@hotmail.com
Via CMRRR #7011 3500 0001 4922 1589
Nicodemo S. Scarfo, Jr. (Pro Se)
#01381-748
FDC Philadelphia
P.O. Box 562
Philadelphia, PA 19105
Via CMRRR #7011 3500 0001 4922 1558
Seven Hills Management, LLC
c/o Salvatore Pelullo as VP of Operations
Federal Detention Center
Inmate Number 52619-066
P.O. Box 562
Philadelphia, PA 19105
Via CMRRR #7011 3500 0001 4922 1572
Salvatore Pelullo
c/o Troy A. Archie, Esq.
AFONSO BAKER & ARCHIE, PC
21 Route 130 South
Cinnaminson, NJ 08077
856-786-7000 Telephone
856-385-8181 Facsimile
lawyers@afonsobaker.com
/s/ John Volney
John Volney

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COMPROMISE SETTLEMENT AGREEMENT AND RELEASE Page 1 of 17
COMPROMISE SETTLEMENT AGREEMENT AND RELEASE
The above-numbered and styled cause of action having been compromised and settled, as
between Matthew D. Orwig as Chapter 11 Trustee and Liquidating Trustee for First Plus
Financial Group, Inc. (the “Trustee”) and the Settling Defendants (as defined below), the Settling
Parties (as defined below) now enter into the following Compromise Settlement Agreement and
Release (the “Agreement”), with the Trustee acting on behalf of FirstPlus Financial Group, Inc.
First Plus”), FirstPlus’ Chapter 11 estate (the ‘‘Estate”), the FPFG Liquidating Trust (the
“Liquidating Trust”) and the other Releasors (as defined below):
I. Definitions
As used in this Agreement, the following terms will have the following meanings:
1. “Releasors” shall include the Trustee, the Estate, The Liquidating Trust and
FirstPlus and each of the foregoing’s respective predecessors and successors in interest, agents,
servants, legal representatives, attorneys, insurers, partners, spouses, heirs, executors,
administrators, estates, employees, associates, successors, assigns, affiliates, subsidiaries,
shareholders and/or any other person or entity claiming or that could claim by, through or under
them. In addition, the “Releasors” also includes any predecessor or successor bankruptcy
trustees of FirstPlus (including any hereafter appointed Chapter 7 trustee) and their respective
agents, partners, employees, associates, successors, assigns and any other person or entity
claiming or that could claim by, through or under them.
2. “Settling Defendants” shall include Olshan Frome Wolosky LLP f/k/a Olshan
Grundman Frome Rozenzwieg & Wolosky, LLP (“Olshan”) and David Adler (“Adler”) and each
of their respective predecessor or successor entities, affiliates, subsidiaries and parent
corporations, and their respective past, present or future officers, directors, agents, stockholders,
EXHIBIT
A

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partners, predecessors and successors in interest, servants, legal representatives, employees,
attorneys, heirs and assigns, including but not limited to William D. Cobb, Jr., Carrie Johnson
Phaneuf, Matthew Last, Cobb Martinez Woodward PLLC, Paul Koning, and Koning Rubarts
LLP, and any of their employees, agents or representatives. “Settling Defendants” also includes
Olshan and Adler’s insurers, including but not limited to Columbia Casualty Company, Axis
Surplus Insurance Company, and Interstate Fire & Casualty Company, and any of their past,
present, or future employees, agents, representatives, predecessor or successor entities, affiliates,
subsidiaries and parent corporations, officers, directors, stockholders, partners, predecessors and
successors in interest, servants, legal representatives, attorneys, heirs and assigns, and all other
persons, firms or corporations with whom any of the former have been, are now, or may
hereafter be affiliated. ‘“Settling Defendants” does not include any defendant named in the
caption of the First Amended Complaint other than Olshan and Adler.
3. “Incident” shall mean any and all facts and circumstances relating to or arising
out of the alleged losses or damages to Releasors caused by the alleged actions or omissions of
any of the Settling Defendants including, but not limited to, (a) the allegations contained in the
Complaint, including any amendments thereof or supplements thereto, filed in Adversary
No. 11-03397, styled Matthew D. Orwig, As Chapter 11 Trustee of FirstPlus Financial Group,
Inc. v. Robert Freeman, et al., in the United States District Court for the Northern District of
Texas, Dallas Division (The “Adversary Proceeding”), (b) the allegations contained in the
Indictment, including any amendments thereof or supplements thereto, filed in Criminal Cause
No. 11-740 (RBK), styled United States of America v. Nicodemo S. Scarfo, et al., in the United
States District Court of New Jersey (the “Criminal Case”), (c) any matters relating in any way to
the Chapter 11 Case No. 09-33918-hdh 11, styled In re: FirstPlus Financial Group, Inc., in the

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United States Bankruptcy Court for the Northern District of Texas, Dallas Division, including
any conversion thereof (the “Bankruptcy Case”), and (d) any other allegations or claims related
to or involving the same or similar facts and circumstances alleged in the Adversary Proceeding
and/or the Criminal Case.
4. “Settling Parties” shall mean Releasors and Settling Defendants and a reference to
a “Party” shall refer to the Releasors or the Settling Defendants as the circumstances warrant.
5. “Lawsuits” shall mean the Adversary Proceeding, the Criminal Case and the
Bankruptcy Case.
6. “Claims” shall include any and all past, present and future claims, debts,
demands, actions, causes of action, suits, sums of money, contracts, agreements, judgments,
obligations, wrongful death claims, rights, damages, costs, losses of services, expenses,
compensations and liabilities of any nature whatsoever, both in law and in equity, whether based
on a tort, fraud, contract, violations of federal or state laws (or other laws), claims that could be
asserted under the Bankruptcy Code (including, without limitation, causes of action under
Chapter 5 of the Bankruptcy Code), or any other theory of recovery, which any of the Releasors
now have, or which may hereafter accrue or otherwise be acquired, including but not limited to
those on account of, or may in any way grow out of, or which are the subject of the Lawsuits,
including any and all known or unknown claims for lost value of FirstPlus, takeover FirstPlus,
insider transactions, concealment of insider transactions and suspicious transactions, suspicious
cash management practices, improper accounting, improper loans, breach of fiduciary duty, legal
malpractice, professional negligence, fraud, negligent misrepresentation, aiding and abetting,
civil conspiracy, fraudulent transfers, equitable subordination, avoidance of preferential
transfers, disallowance of claims, objections to proofs of claim, recharacterization of loans,

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fraudulent concealment, damages for breach of fiduciary duty, damages for fraud, damages for
any type of negligence, exemplary and punitive damages, restitution, pre-and post-judgment
interest, costs, attorney fees, or any future claim of same, which have resulted or may have
resulted from the alleged acts or omissions of the Settling Defendants. “Claims” shall also
include, without limitation, any claims which were brought or could have been brought relating
to the Incident or in the Lawsuits under any theory including but not limited to claims for breach
of implied warranty, gross negligence, Texas Deceptive Trade Practice-Consumer Protection
Act, products liability, negligence, contribution, express warranty, breach of contract, indemnity,
fraudulent misrepresentation, negligent misrepresentation, vicarious liability, Res Ipsa Loquitur,
exemplary damages, breach of fiduciary duty, and damages for lost profits, lost income, lost
value, loss of credit reputation, loss of benefit of the bargain, loss of amounts paid as guarantor,
mental anguish in the past, present and/or future, pain and suffering in the past, present and/or
future, personal injuries of any kind, past, present and/or future, attorney’s fees, interest of any
kind, including prejudgment interest and post-judgment interest, costs of suit, loss of inheritance,
loss of consortium, loss of support, pecuniary loss, loss of society, penalties of any kind, punitive
damages, exemplary damages or any other damage or claim of any kind or character whatsoever
sustained, directly or indirectly, which in any way relates to, arises out of, or is in any way
connected with the Incident or the Lawsuits. Claims shall not include any claims, both in law and
in equity, which may be brought arising out of the Settling Parties’ breach of this Agreement.
II. Choice of Law
1. The Settling Parties represent and agree that the terms of this Agreement are to be
governed by and construed in accordance with the laws of the State of Texas in all respects,

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including matters of construction, interpretation, enforcement and validity. Venue of any
litigation concerning this Agreement shall be in Dallas County, Texas.
2. As further consideration for this Agreement, in the event this Agreement is not
approved by the Court in the Adversary Proceeding, the Settling Defendants expressly reserve
the right to assert that New York law is applicable to the claims against them in the Adversary
Proceeding and the Releasors agree that this Agreement shall not provide the basis for the
application of Texas law to any claims against any of the Settling Defendants, nor shall it be
construed to mean that the Settling Defendants have waived any arguments for the application of
New York law in the Adversary Proceeding, or any other proceeding.
III. Payment, Releases, and Contribution
1. For and in consideration of THREE MILLION DOLLARS ($3,000,000.00), the
mutual covenants contained herein, and other good and valuable consideration, Releasors do
hereby fully and completely compromise, settle, and forever discharge each and all of the
Settling Defendants of and from all Claims which they now have or may hereafter have against
the Settling Defendants, for or by reason of any matter, cause or thing whatsoever, whether
known or unknown, suspected or unsuspected, liquidated or unliquidated, matured or unmatured,
foreseen or unforeseen, now existing or hereafter arising, in law, equity or otherwise that are
based in whole or part on any act, omission, transaction, event or other occurrence taking place
from the beginning of the world through the Approval Date (as defined below).
2. For and in consideration of the releases and mutual covenants contained herein,
and other good and valuable consideration, the Settling Defendants do hereby fully and
completely compromise, settle, and forever discharge each and all Releasors of and from all
Claims which they now have or may hereafter have against the Releasors, for or by reason of any

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matter, cause or thing whatsoever, whether known or unknown, suspected or unsuspected,
liquidated or unliquidated, matured or unmatured, foreseen or unforeseen, now existing or
hereafter arising, in law, equity or otherwise that are based in whole or part on any act, omission,
transaction, event or other occurrence taking place from the beginning of the world through the
Approval Date (as defined below).
3. The THREE MILLION DOLLARS ($3,000,000.00) will be paid by the Settling
Defendants to Releasors by check made payable to ‘‘FPFG Liquidating Trust,” in accordance
with instructions from Releasors, and within fifteen (15) days after the Approval Date (as
defined below).
4. The releases described in Paragraph No. 1 in this Section III and this Agreement
do not, nor are they intended to, release any other defendant(s), not specifically defined herein as
a Settling Defendant, from any Claims. Releasors reserve the right to continue to assert and
pursue claims against any other person or entity which may be responsible for the injuries and
damages allegedly sustained by Releasors, together with the right to make the claim that such
other persons and entities, and not the Settling Defendants, are solely liable to Releasors for any
injuries, losses and damages.
5. It is intended by the choice of Texas law by the Settling Parties in Section II that
Tex. Civ. Prac. & Rem. Code § 33.015(d) will be applicable to the Settling Parties and any
claims for contribution against any of the Settling Parties. More specifically, the Settling Parties
acknowledge and agree that upon execution of this Agreement, under Tex. Civ. Prac. & Rem.
Code § 33.015(d), no defendant has a right of contribution against any of the Settling
Defendants.

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6. However, acknowledging that choice of law has been at issue between
the Settling Parties and in the Adversary Proceeding, should it later be determined that New
York law or some other law other than Texas law is applicable to any claims for contribution
against the Settling Parties, it is further agreed that, in the event that any of the Settling
Defendants are found by judicial determination to be joint tortfeasors or otherwise jointly or
severally liable with any person or entity in causing injury or damage to any of the Releasors,
Releasors hereby release that pro-rata portion or share of the cause of action which any of the
Releasors have against the Settling Defendants and discharge any and all damages attributable to
the Settling Defendants in such causes of action, without in any way discharging or releasing the
portion of the cause of action attributable to any other party who has caused injury to any of the
Releasors herein. The Releasors do hereby credit and satisfy that portion of the total amount of
damages to the Releasors which has been caused by the negligence, intentional torts and/or other
fault, if any, of the Settling Defendants as hereinafter may be judicially determined in the future
trial, and Releasors do hereby release and discharge that fraction, portion and percentage of their
total causes of action and claims for damages against the Settling Defendants which shall
hereinafter, by future trial be judicially determined to be the sum of that portion, fraction or
percentage of causal negligence and/or fault as determined pursuant to applicable law, for which
the Settling Defendants are found to be liable.
IV. Dismissal of Case with Prejudice Against Settling Defendants and
Approval of the Settlement by the Court
1. For the aforesaid consideration, Releasors, joined by their attorney, hereby agree
on behalf of themselves and their respective assigns, never again to bring suit in any court
against Settling Defendants with respect to any Claim, including a Claim with respect to the
subject matter or the allegations which were asserted, or could have been asserted, in or relating

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to the Incident and/or the Lawsuits. The Releasors agree that the Settling Defendants shall be
dismissed with prejudice from the Adversary Proceeding within three business days from the
receipt of the settlement funds by the Releasors.
2. The Settling Parties further agree that to be effective, this settlement must be
approved by the Court in the Adversary Proceeding in accordance with Rule 9019 of the Federal
Rules of Bankruptcy Procedure (the date on which the same occurs shall be referred to herein as
the “Approval Date”). The form of the Motion to Approve Compromise and Proposed Order will
be in the form attached as Exhibit “A” (the “Motion”). The Trustee will file the Motion seeking
Bankruptcy Court approval of this Agreement by no later than May 28, 2014.
V. Denial of Liability
The Releasors acknowledge that the Settling Defendants have denied and continue to
deny all allegations made in connection with the Lawsuits, and that the settlement of the
Adversary Proceeding as to the Settling Defendants, the payment of the above-described sums,
and any other actions taken by the Settling Defendants in connection therewith shall not be
deemed to be, or construed as, an admission of liability of the Settling Defendants or an
admission of the truthfulness of any of the allegations made by any party to the Lawsuits or
otherwise in connection with the Incident or any matter whatsoever. Rather, the Releasors
acknowledge that said actions have been taken in order to avoid the expense and inconvenience
of further prosecution of the Adversary Proceeding and acknowledge that this settlement and
compromise is of a doubtful and disputed claim, and that the payment of the above-described
sums is not to be construed as an admission of liability on the part of the Settling Defendants, by
whom liability is expressly denied. The Settling Parties expressly agree that this Agreement was
contemplated and executed as a compromise of disputed claims within the meaning of Federal

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Rule of Evidence 408. As such, it is not admissible in any proceeding either to prove or disprove
the validity or amount of a disputed claim, or to impeach by a prior inconsistent statement or a
contradiction.
VI. Representations and Warranties
1. Releasors warrant that they are not aware of any claim by or on behalf of the
Releasors against the Settling Defendants that is not being released and/or indemnified by this
Agreement.
2. Releasors represent that they are the sole owner of the Claims being released
herein, and that they have not transferred, assigned, subrogated or otherwise incumbered said
Claims or any part thereof.
3. Releasors represent and warrant that they have made a full and complete
investigation, aided by their attorneys, of the circumstances surrounding the Incident, the
Lawsuits and this Agreement.
4. Releasors further expressly release and waive any and all Claims for damages
which exist as of the Approval Date against the Settling Defendants but of which any of the
Releasors do not know or suspect to exist, whether through ignorance, oversight, error, fraud,
misrepresentation or negligence, which, if known, would materially affect their decision to enter
into this Agreement. Releasors further agree that they will accept the consideration specified
herein as a complete compromise of matters relating to the Settling Defendants which involve
disputed issues of law and fact and fully assume the risk that the facts or law applicable to this
case may be otherwise than they believe or may materially change at some point in the future. It
is the intent of the Releasors to release all Claims against the Settling Defendants associated with

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the Incident and the Lawsuits or otherwise, whether those Claims are known at the present time
or not.
5. Releasors further state that they understand this to be a full, final and complete
settlement with the Settling Defendants and one that cannot be reopened at any time in the future
regardless of what might take place or later occur.
6. In making this Agreement, Releasors warrant that they have not relied upon any
statements or representations pertaining to this matter made by the Settling Defendants or by any
person or persons representing them, other than as set forth in this Agreement.
7. Releasors further state that they have carefully read this Agreement, completely
understand the contents thereof, that they conferred fully with their attorneys concerning the
contents and legal consequences of this Agreement, and they executed this Agreement of their
own free will. The Releasors have relied upon the advice of their attorneys, who are attorneys of
their own choice, concerning the legal and income tax consequences of this Agreement; that the
terms of this Agreement have been completely read and explained to the Releasors by their
attorneys; and the terms of this Agreement are fully understood and voluntarily accepted by the
Releasors.
8. This Agreement contains the entire agreement between the Settling Parties with
regard to the matters set forth herein and shall be binding upon and inure to the benefit of the
executors, administrators, personal representatives, heirs, successors and assigns of each.
VII. Assignment of Outstanding Claims
Any and all claims against the Settling Defendants not specifically released herein, if any,
which are related to or arise out of the Incident, are hereby assigned in full to the Settling
Defendants.

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VIII. Severability
If any portion of this Agreement should be held by any court of competent jurisdiction to
be invalid or unenforceable for any reason, the balance of this Agreement shall remain in full
force and effect.
IX. Authority
1. The Settling Parties represent and warrant that each individual signing this
agreement on their behalf has complete and full authority to act upon the Settling Parties’ behalf
and has the authority to bind the Settling Parties (the Releasors with respect to the Trustee and
the Settling Defendants with respect to Olshan and Adler) regarding all of the provisions of this
Agreement.
2. This Agreement contains the entire agreement between the parties hereto, and the
terms of this Agreement are contractual and not mere recitals.
X. Confidentiality
Other than disclosure of this Settlement Agreement to the Bankruptcy Court as set forth
in Section IV, ¶ 2 above, this settlement and its terms shall be held confidential and shall not be
divulged or disseminated to anyone who is not a Party to this Agreement.
XI. Supplementary Documents
The Settling Parties do further agree to execute any and all documents that may be
required to effectuate all terms, covenants and conditions contained herein contemporaneously
with such Party’s execution of this Agreement or at a later date if necessary.
XII. No Third-Party Beneficiary
This Agreement has been executed for the sole benefit of the Settling Parties hereto and
is not intended for the benefit of any third-party. No third-party shall have any rights hereunder,

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nor shall be entitled to assume that the Settling Parties hereto will insist upon strict performance
of the mutual obligations arising under this Agreement for the benefit of such other parties or
otherwise. The Settling Parties to this Agreement further agree that they will not institute,
maintain, assist in, or otherwise encourage any suit, action, or other proceeding, at law, in equity
or otherwise against the other Party nor aid any third-party in any way in any such proceeding.
XIII. Discovery of Additional Facts
In connection with this Agreement, the Settling Parties each acknowledge that additional
facts might be discovered later, but that it is the intention of each Party to fully, finally and
forever settle and release all matters of the Lawsuits between the Settling Parties, known or
unknown, suspected or unsuspected, which now exist, or formerly have existed between the
Settling Parties, except as is expressly provided in this Agreement. The Settling Parties
acknowledge that this Agreement shall be and will remain in effect as a full and complete
general release of the Adversary Proceeding against the Settling Defendants, notwithstanding the
discovery or existence of any additional or different facts, except as is expressly provided in this
Agreement.
XIV. Additional Terms
This Agreement shall become effective upon approval by the Court in accordance with
Rule 9019 of the Federal Rules of Bankruptcy Procedure. The parties agree that there are no
other contingencies affecting the enforceability of this Agreement.

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WITNESS MY HAND this _____ day of _______________, 2014.
MATTHEW D. ORWIG,
AS CHAPTER 11 TRUSTEE AND
LIQUIDATING TRUSTEE OF
FIRSTPLUS FINANCIAL GROUP, INC.
STATE OF TEXAS §
§
COUNTY OF DALLAS §
BEFORE ME, the undersigned authority, on this day personally appeared MATTHEW
D. ORWIG, known to me to be the person whose name is subscribed to the foregoing instrument
and acknowledged to me that he is authorized to execute this document as CHAPTER 11
TRUSTEE AND LIQUIDATING TRUSTEE OF FIRSTPLUS FINANCIAL GROUP, INC.
and has read the foregoing and fully understands it to be a complete release of all claims as
described therein, and an agreement of indemnity as described therein and that he executed same
for the purposes and consideration expressed therein.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this _____ day of
_______________, 2014.
Notary Public in and for the State of Texas
My Commission Expires:
SEAL:

_____________________________________________________________________________________________
DAVID ADLER
STATE OF __________ §
§
COUNTY OF __________ §
BEFORE ME, the undersigned authority, on this day personally appeared DAVID
ADLER, known to me to be the person whose name is subscribed to the foregoing instrument
and acknowledged to me that he has read the foregoing and fully understands it to be a complete
release of all claims as described therein, and an agreement of indemnity as described therein and
that he executed same for the purposes and consideration expressed therein.
_______________, 2014.
Notary Public in and for the State of _____
SEAL:

_____________________________________________________________________________________________
_______________,
ON BEHALF OF SETTLING DEFENDANT
OLSHAN FROME WOLOSKY LLP
STATE OF __________ §
§
COUNTY OF __________ §
BEFORE ME, the undersigned authority, on this day personally appeared
_______________, known to me to be the person whose name is subscribed to the foregoing
instrument and acknowledged to me that he is authorized to execute this document on behalf of
OLSHAN FROME WOLOSKY LLP and that he has read the foregoing and fully understands it
to be a complete release of all claims as described therein, and an agreement of indemnity as
described therein and that he executed same for the purposes and consideration expressed
therein.
_______________, 2014.
Notary Public in and for the State of _____
SEAL:

_____________________________________________________________________________________________
AGREED TO FORM AND SUBSTANCE:
Jeffrey M. Tillotson, P.C. (jmt@lynnllp.com)
Texas Bar No. 20039200
Eric W. Pinker, P.C. (epinker@lynnllp.com)
John Volney (jvolney@lynnllp.com)
Dallas, Texas 75201
ATTORNEYS FOR MATTHEW D. ORWIG
AS CHAPTER 11 TRUSTEE AND
LIQUIDATING TRUSTEE FOR
FIRST PLUS FINANCIAL GROUP, INC.
William D. Cobb, Jr. (wcobb@cobbmartinez.com)
Carrie Johnson Phaneuf (cphaneuf@cobbmartinez.com)
COBB MARTINEZ WOODWARD
1700 Pacific Avenue, Suite 3100
Dallas, Texas 75201
ATTORNEYS FOR SETTLING DEFENDANT
OLSHAN FROME WOLOSKY LLP

_____________________________________________________________________________________________
Paul Koning (paul.koning@koningrubarts.com)
KONING RUBARTS LLP
1700 Pacific Avenue, Suite 1890
Dallas, Texas 75201
ATTORNEYS FOR SETTLING DEFENDANT
DAVID ADLER

1
#4820-8002-2555
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE NORTHERN DISTRICT OF TEXAS
DALLAS DIVISION
In re: § Chapter 11
§
FIRSTPLUS FINANCIAL GROUP, INC., § Case No. 09-33918-HDH
§
Debtor. §
ORDER GRANTING MOTION FOR ORDER APPROVING COMPROMISE AND
SETTLEMENT AGREEMENT BETWEEN THE TRUSTEE AND
OLSHAN FROME WOLOSKY LLP AND DAVID ADLER
Came on for consideration the Motion (the “Motion”) of Matthew D. Orwig, the
Liquidating Trustee (the “Trustee”), seeking this Court’s approval for the settlement and
compromise of controversies between the Trustee and Olshan Frome Wolosky LLP and David
Adler (the “Agreement”). The Court, having considered the Motion, the Agreement, proper
service thereof, and the evidence and arguments presented in support of and in opposition to the
Motion and Agreement finds that the Agreement is in the best interest of the Debtor’s estate.
Case 09-33918-hdh11 Doc 1013-1 Filed 05/28/14 Entered 05/28/14 18:34:45 Page 1 of 2

2
#4820-8002-2555
The Motion is therefore well-taken and shall be, and hereby is, GRANTED as follows. It is
therefore,
ORDERED that the Agreement between the Trustee and Olshan Frome Wolosky LLP
and David Adler is approved in the form described in and attached to the Motion; it is further
ORDERED that the Trustee is authorized to enter into and take any steps necessary to
effectuate and comply with the Agreement.
### END OF ORDER###
Submitted by:
John Volney (jvolney@lynnllp.com)
LYNN TILLOTSON PINKER & COX, LLP
Dallas, Texas 75201
(214) 981-3800 Telephone
(214) 981-3839 Facsimile
the Chapter 11 Trustee and Liquidating Trustee
for the Estate of FirstPlus Financial Group, Inc.
Peter Franklin (PFranklin@FCSHlaw.com)
Doug Skierski (DSkierski@FCSHlaw.com)
FRANKLIN CHAPMAN SKIERKSI HAYWARD, LLP
Dallas, Texas 75231
(972) 755-7100 Telephone
(972) 755-7110 Facsimile
Counsel for Matthew D. Orwig, Liquidating Trustee
Case 09-33918-hdh11 Doc 1013-1 Filed 05/28/14 Entered 05/28/14 18:34:45 Page 2 of 2

Doc1013 motion to settle with olshan frome wolosky llp fka olshan grundman frome rozenwieg & wolosky llp & david adler

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