hahn & hahnllp - stretto

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HAHN & HAHN LLP DEAN G. RALLIS JR., State Bar No. 94266 E-Mail: [email protected] MATTHEW D. PHAM, State Bar No. 287704 E-Mail: [email protected] 301 E. COLORADO BLVD., NINTH FLOOR PASADENA, CALIFORNIA 91101-1977 Telephone: (626) 796-9123 Facsimile: (626) 449-7357 AIMAN-SMITH & MARCY, P.C. JOHN LOFTON, State Bar No. 222259 E-Mail: [email protected] 7677 OAKPORT STREET, SUITE 1150 OAKLAND, CALIFORNIA 94621 Telephone: (510) 817-2711 Facsimile: (510) 562-6830 Attorneys for Nanette Kearney, Creditor and Putative Class Representative

UNITED STATES BANKRUPTCY COURT

NORTHERN DISTRICT OF CALIFORNIA, OAKLAND DIVISION

In re GALILEO LEARNING, LLC,

Debtor.1

Case Nos. 20-40857 (RLE) 20-40858 (RLE) Chapter 11 (Jointly Administered) CLASS REPRESENTATIVE’S MOTION FOR ORDER APPLYING CIVIL RULE 23 TO CLAIMS ADMINISTRATION PROCESS AND AUTHORIZING FILING OF CLASS PROOF OF CLAIM; MEMORANDUM OF POINTS AND AUTHORITIES; DECLARATIONS OF NANETTE KEARNEY, JOHN LOFTON, AND DEAN G. RALLIS JR. Date: September 2, 2020 Time: 2:00 p.m. Place: 1300 Clay Street

Courtroom 201 Oakland, California 94612

In re GALILEO LEARNING FRANCHISING LLC, Debtor.

Affects GALILEO LEARNING, LLC

Affects GALILEO LEARNING

FRANCHISING LLC,

1 These cases are being jointly administered, and all documents for either case should be filed in lead case number

20-40857 (RLE). The last four digits of each Debtor’s federal tax identification number are as follows: Galileo Learning, LLC (9453) and Galileo Learning Franchising LLC (5638). The mailing address for the Debtors is 1021 3rd Street, Oakland, California 94607.

Case: 20-40857 Doc# 148 Filed: 08/05/20 Entered: 08/05/20 20:35:08 of95

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MDP\36846.00001\2080181.11 2

Nanette Kearney, creditor and putative class representative (the “Class Representative”),

on behalf of herself and other similarly situated creditors, hereby moves (the “Motion”), pursuant

to 11 U.S.C. §§ 105(a), 501, and 502, Rule 23 of the Federal Rules of Civil Procedure (the “Civil

Rules” or “Rules”), Rules 3001, 3002, 3003, 7023, and 9014 of the Federal Rules of Bankruptcy

Procedure (the “Bankruptcy Rules”), for entry of an order applying Civil Rule 23 to the claims

administration process in the above-captioned chapter 11 case of the debtor and debtor in

possession Galileo Learning, LLC (“Galileo”) and authorizing the Class Representative to file a

class proof of claim on behalf of the class of certain creditors as defined herein.2

By this Motion, the Class Representative requests that this Court exercise its discretion and

apply Civil Rule 23, via Bankruptcy Rule 7023, via Bankruptcy Rule 9014(c), to the claims

administration process in Galileo’s chapter 11 case, such that she may file a class proof of claim

therein on behalf of the class defined as follows (the “Class”):

All individuals who paid money to or for the benefit of Galileo, prior to the

filing of its chapter 11 petition, as a full or partial deposit, advance, or payment for any of Galileo’s since-canceled in-person camp programs scheduled for 2020 and any goods or services related thereto, but excluding any individual who received a return or refund of all such money paid to or for the benefit of Galileo through a chargeback with their payment issuer or otherwise.

If the Class is certified as proposed, the Class Representative intends to file, with the Court’s

permission and on behalf of the estimated 10,125 members in the Class, a class proof of claim,

tentatively asserting a claim of $10,998,550.08, of which $10,798,032.61 will be asserted as a

priority claim and the remaining $200,517.47 will be asserted as a nonpriority claim.

In this case, the applicable factors weigh in favor of the Court applying Civil Rule 23 and

allowing the filing of a class proof of claim as (1) the putative Class had no reasonable opportunity

to be certified prepetition, (2) the Class members did not receive sufficient notice that they may

need to file a proof of claim, and (3) the certification of the Class would not adversely affect the

administration of Galileo’s case and will have a beneficial impact thereon. Additionally, the four

2 Additional creditors have expressed interest in also becoming putative class representatives, but

they have not formally accepted that role. In the event that they do, a supplement to the Motion will be filed to seek their appointment as class representatives, along with Ms. Kearney.


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MDP\36846.00001\2080181.11 3

prerequisites of numerosity, commonality, typicality, and adequacy of representation under

Rule 23(a) have been satisfied with respect to the putative Class. And lastly, the relevant

requirements have been satisfied such that the Court may certify the Class as a “mandatory” class

under Rule 23(b)(1)(B) or, in the alternative, as an “opt-out” class under Rule 23(b)(3).

The Class Representative’s Motion is based on the accompanying memorandum of points

and authorities and declarations of Nanette Kearney, John Lofton, and Dean G. Rallis Jr., the

pleadings and papers on file in the above-captioned chapter 11 cases, and any further evidence or

argument presented at the hearing on the Motion.

WHEREFORE, the Class Representative respectfully requests that the Court enter an order

1. Granting the Motion;

2. Applying Civil Rule 23, via Bankruptcy Rule 7023, via Bankruptcy Rule 9014(c),

to the claims administration process in Galileo’s chapter 11 case;

3. Certifying the Class as a “mandatory” class under Civil Rule 23(b)(1)(B) or, in the

alternative, as an “opt-out” class under Civil Rule 23(b)(3);

4. Authorizing the Class Representative to file a class proof of claim on behalf of the

Class to assert the Class Claim in Galileo’s chapter 11 case;

5. Appointing the law firms Aiman-Smith & Marcy, P.C. and Hahn & Hahn LLP as

co-counsel for the Class under Civil Rule 23(g); and

6. Providing for such other and further relief as this Court deems appropriate under

the circumstances.

DATED: August 5, 2020 HAHN & HAHN LLP By: /s/ Matthew D. Pham Matthew D. Pham

Attorneys for Nanette Kearney, Creditor and Putative Class Representative


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MDP\36846.00001\2080181.11 i

TABLE OF CONTENTS Page

1. PRELIMINARY STATEMENT ........................................................................................ 1

2. FACTUAL AND PROCEDURAL BACKGROUND ........................................................ 1

2.1 The District Court Action....................................................................................... 1

2.2 The Chapter 11 Cases. ........................................................................................... 2

2.2.1 The Scheduled Claims of the Customer Creditors. .......................... 2

2.2.2 The 110% Credit and 50% Coupon Options. ................................... 4

2.2.3 The Claims Bar Date....................................................................... 4

2.3 The Proposed Class Claim. .................................................................................... 5

3. ARGUMENT .................................................................................................................... 6

3.1 The Permissibility of Class Proofs of Claim. .......................................................... 6

3.2 Applying Civil Rule 23 to the Claims Administration Process Is Beneficial. .......... 8

3.2.1 The Putative Class Had No Opportunity to Be Certified Prepetition. ..................................................................................... 9

3.2.2 The Class Members Did Not Receive Sufficient Notice that They May Need to File a Proof of Claim....................................... 10

3.2.3 Class Certification Will Have a Beneficial Impact on Case Administration. ............................................................................. 13

3.3 The Civil Rule 23 Requirements for Class Certification Are Satisfied. ................. 15

3.3.1 The Four Prerequisites Under Civil Rule 23(a) Are Met. ............... 16

3.3.2 The Requirements Under Civil Rule 23(b)(1)(B) Are Met. ............ 20

3.3.3 In the Alternative, the Requirements Under Civil Rule 23(b)(3) Are Met. ......................................................................... 23

3.4 In the Alternative, the Court Should Extend the Claims Bar Date to Allow the Customer Creditors to File Individual Proofs of Claim. .................................. 25

4. CONCLUSION ............................................................................................................... 25


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MDP\36846.00001\2080181.11 ii

TABLE OF AUTHORITIES

Page(s)

Cases

AARP v. First Alliance Mortg. Co. (In re First Alliance Mortg. Co.), 269 B.R. 428 (C.D. Cal. 2001) .............................................................................................. 9

Amchem Prods., Inc. v. Windsor, 521 U.S. 591 (1997) ............................................................................................................ 23

In re ATD Corp., 278 B.R. 758 (Bankr. N.D. Ohio 2002) ............................................................................... 11

Birting Fisheries, Inc. v. Lane (In re Birting Fisheries, Inc.), 92 F.3d 939 (9th Cir. 1996) ................................................................................................... 6

Certified Class in the Charter Sec. Litig. v. Charter Co. (In re Charter Co.), 876 F.2d 866 (11th Cir. 1989) ........................................................................................... 5, 6

In re Chaparral Energy, Inc., 571 B.R. 642 (Bankr. D. Del. 2017) .............................................................................. 7, 8, 9

Dresser Indus., Inc. v. Rite Autotronics Corp. (In re Rite Autotronics Corp.), 27 B.R. 599 (B.A.P. 9th Cir. 1982) ...................................................................................... 11

Dukes v. Wal-Mart Stores, Inc., 603 F.3d 571 (9th Cir. 2010) ......................................................................................... 17, 19

Ellis v. Costco Wholesale Corp., 657 F.3d 970 (9th Cir. 2011) ............................................................................................... 18

In re Ephedra Prods. Liab. Litig., 329 B.R. 1 (S.D.N.Y. 2005) ............................................................................................ 7, 13

Evon v. Law Offices of Sidney Mickell, 688 F.3d 1015 (9th Cir. 2012) ............................................................................................. 16

Fed. Ins. Co. v. Caldera Med., Inc., Case No. 2:15-cv-00393-SVW-PJW, 2017 WL 11037391 (C.D. Cal. Jan. 31, 2017) .................................................................................................................................. 21

In re Frascella Enters., Inc., 360 B.R. 435 (Bankr. E.D. Pa. 2007) ................................................................................... 14

Gentry v. Siegel, 668 F.3d 83 (4th Cir. 2012) ......................................................................................... 7, 8, 25


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Green v. Occidental Petroleum Corp., 541 F.2d 1335 (9th Cir. 1976) ............................................................................................. 21

Hanon v. Dataproducts Corp., 976 F.2d 497 (9th Cir. 1992) ............................................................................................... 19

Appeal of Huddleston (In re Am. Reserve Corp.), 840 F.2d 487 (7th Cir. 1988) ................................................................................................. 6

In re Longo, 144 B.R. 305 (Bankr. D. Md. 1992) .................................................................................... 14

Madison Assocs. v. Baldante (In re Madison Assocs.), 183 B.R. 206 (Bankr. C.D. Cal. 1995) ........................................................................... 19, 21

Mazza v. Am. Honda Motor Co., 666 F.3d 581 (9th Cir. 2012) ............................................................................................... 17

Meyer v. Portfolio Recovery Assocs., LLC, 707 F.3d 1036 (9th Cir. 2012) .................................................................................... 18

In re MF Global Inc., 512 B.R. 757 (Bankr. S.D.N.Y. 2014) .......................................................................... passim

In re Mortg. & Realty Trust, 125 B.R. 575 (Bankr. C.D. Cal. 1991) ................................................................................. 14

Mortland v. Certified Parking Attendants, LLC (In re Certified Parking Attendants, LLC), Case No. C 11-00747 JSW, 2012 WL 525516 (N.D. Cal. Feb. 16, 2012) .......................... 6, 7

In re Motors Liquidation Co., 447 B.R. 150 (Bankr. S.D.N.Y. 2011) ................................................................................... 7

In re Musicland Holding Corp., 362 B.R. 644 (Bankr. S.D.N.Y. 2007) .......................................................................... passim

Ortiz v. Fibreboard Corp., 527 U.S. 815 (1999) ............................................................................................................ 21

Palmdale Hills Prop., LLC v. Lehman Commercial Paper, Inc. (In re Palmdale Hills Prop., LLC), 457 B.R. 29 (B.A.P. 9th Cir. 2011) ........................................................................................ 6

Pioneer Inv. Servs. Co. v. Brunswick Assocs. Ltd. P’ship, 507 U.S. 380 (1993) ............................................................................................................ 11

Reid v. White Motor Corp., 886 F.2d 1462 (6th Cir. 1989) ............................................................................................... 6


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In re Sacred Heart Hosp. of Norristown, 177 B.R. 16 (Bankr. E.D. Pa. 1995)............................................................................... 10, 13

Salazar v. McDonald (In re Salazar), 430 F.3d 992 (9th Cir. 2005) ............................................................................................... 14

Schuman v. Connaught Grp., Ltd. (In re Connaught Grp., Ltd.), 491 B.R. 88 (Bankr. S.D.N.Y. 2013) ........................................................................... 7, 9, 13

Valentino v. Carter-Wallace, Inc., 97 F.3d 1227 (9th Cir. 1996) ............................................................................................... 24

In re Verity Health Sys. of Cal., Inc., Case No. 2:18-bk-20151-ER, 2019 WL 2461688 (Bankr. C.D. Cal. June 11, 2019) .......................................................................................................................... 7, 8, 15

Wal-Mart Stores, Inc. v. Dukes, 564 U.S. 338 (2011) ............................................................................................................ 16

Walker v. Life Ins. Co. of the Sw., 953 F.3d 624 (9th Cir. 2020) ......................................................................................... 23, 24

Wolin v. Jaguar Land Rover N. Am., LLC, 617 F.3d 1168 (9th Cir. 2010) ............................................................................................. 24

In re Woodward & Lothrop Holdings, Inc., 205 B.R. 365 (Bankr. S.D.N.Y. 1997) ................................................................................. 13

Zinser v. Accufix Research Inst., Inc., 253 F.3d 1180 (9th Cir. 2001) ....................................................................................... 21, 24

Statutes

11 U.S.C. § 105(a) ...................................................................................................................... 1

11 U.S.C. § 501 ...................................................................................................................... 1, 7

11 U.S.C. § 502 ...................................................................................................................... 1, 7

11 U.S.C. § 502(c) ...................................................................................................................... 6

11 U.S.C. § 507(a)(7) ...................................................................................................... 3, 14, 24

11 U.S.C. § 1111(a) .................................................................................................................. 11

11 U.S.C. § 1129(a)(9)(B) ......................................................................................................... 15

Other Authorities

Fed. R. Bankr. P. 3001 ........................................................................................................ 1, 6, 7


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Fed. R. Bankr. P. 3002 ............................................................................................................ 1, 7

Fed. R. Bankr. P. 3003 ................................................................................................................ 1

Fed. R. Bankr. P. 3003(b)(1) ..................................................................................................... 11

Fed. R. Bankr. P. 3003(c)(2) ..................................................................................................... 11

Fed. R. Bankr. P. 7023 .................................................................................................. 1, 7, 8, 15

Fed. R. Bankr. P. 9014 ............................................................................................................ 1, 7

Fed. R. Bankr. P. 9014(c) ............................................................................................................ 7

Fed. R. Civ. P. 23 ............................................................................................................... passim

Fed. R. Civ. P. 23(a) ..................................................................................................... 15, 16, 20

Fed. R. Civ. P. 23(a)(1) ............................................................................................................. 16

Fed. R. Civ. P. 23(a)(1)–(4)....................................................................................................... 16

Fed. R. Civ. P. 23(a)(2) ............................................................................................................. 17

Fed. R. Civ. P. 23(a)(3) ............................................................................................................. 18

Fed. R. Civ. P. 23(a)(4) ............................................................................................................. 19

Fed. R. Civ. P. 23(b) ........................................................................................................... 15, 20

Fed. R. Civ. P. 23(b)(1) ............................................................................................................. 21

Fed. R. Civ. P. 23(b)(1)(B)....................................................................................... 15, 20, 21, 23

Fed. R. Civ. P. 23(b)(3) ............................................................................................ 15, 21, 23, 24

Fed. R. Civ. P. 23(c)(2) ............................................................................................................. 21

Fed. R. Civ. P. 23(c)(3) ............................................................................................................. 21

H.R. Rep. No. 95-595 (1978) .................................................................................................... 14


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MDP\36846.00001\2080181.11 1

MEMORANDUM OF POINTS AND AUTHORITIES

Pursuant to §§ 105(a), 501, and 502 of title 11 of the United States Code (the “Bankruptcy

Code” or “Code”), Rule 23 of the Federal Rules of Civil Procedure (the “Civil Rules” or “Rules”),

Rules 3001, 3002, 3003, 7023, and 9014 of the Federal Rules of Bankruptcy Procedure (the

“Bankruptcy Rules”), Nanette Kearney, creditor and putative class representative (the “Class

Representative”), on behalf of herself and other similarly situated creditors, moves (the “Motion”)

for entry of an order applying Civil Rule 23 to the claims administration process in the above-

captioned chapter 11 case of the debtor and debtor in possession Galileo Learning, LLC

(“Galileo”) and authorizing the Class Representative to file a class proof of claim on behalf of the

class of certain creditors as defined herein.

The Class Representative’s Motion is supported by this memorandum, as well as the

accompanying declarations of Nanette Kearney (the “Kearney Declaration”), John Lofton (the

“Lofton Declaration”), and Dean G. Rallis Jr. (the “Rallis Declaration”).

1. PRELIMINARY STATEMENT

The Class Representative seeks to file a class proof of claim on behalf of the putative class

of thousands of customer creditors who never received refunds of their deposits paid to Galileo.

Not only would the class-claim device be a benefit to the customer creditors by ensuring that none

of them are left behind for failing to file their own individual proof of claim, but it would also

benefit Galileo by making the Class Representative the point person for Galileo in negotiating and

formulating a plan of reorganization that is acceptable to the class. With the customer creditors

holding priority consumer-deposit claims, for which they can effectively demand to be paid in full

on a plan’s effective date, and Galileo not having sufficient cash to make such a payment,

Galileo’s best chance at confirming a plan will truly hinge on working out a consensual plan with

the class. Thus, for the benefit of the customer creditors and Galileo, the Class Representative

requests that the Court grant the Motion and allow the proposed class proof of claim to be filed.

2. FACTUAL AND PROCEDURAL BACKGROUND

2.1 The District Court Action.

On April 23, 2020, Nanette Kearney, on behalf of herself and others similarly situated,


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filed a class action complaint against Galileo, Galileo Learning Franchising LLC (“Galileo

Franchising” and together, with Galileo, the “Debtors”), and their principal Glen Tripp

(collectively, the “Defendants”) in the United States District Court for the Northern District of

California (the “District Court”), commencing the civil action captioned as Kearney v. Galileo

Learning, LLC, et al. and bearing Case No. 3:20-cv-02807-JCS (the “District Court Action”). See

Lofton Decl. ¶ 3. In the District Court Action, the law firm Aiman-Smith & Marcy, P.C. (“Aiman-

Smith & Marcy”) was retained as counsel for Ms. Kearney and the putative class. See id.

The complaint alleged that the Defendants received deposits for spring and summer camps

from thousands of individuals, then abruptly canceled those camps, and thereafter refused to

refund the deposits to those individuals. Id. ¶ 4 & Ex. 1. As to Ms. Kearney, she signed up for her

child to attend two of Galileo’s camps scheduled for June and July 2020 and paid a $400 deposit

in February 2020. See Kearney Decl. ¶ 3. After learning that Galileo had canceled all of its camps,

Ms. Kearney attempted to obtain a refund in April 2020 but was unsuccessful. See id. ¶¶ 5–6.

Ms. Kearney sought to have a class certified, requesting that the class be defined as “[a]ll

individuals who paid Defendants for spring and/or summer camps that were canceled by

Defendants without refund during the Class Period.” Lofton Decl. ¶ 5 & Ex. 1, at 7. However, the

automatic stay arising out of these chapter 11 cases stayed the District Court Action as against the

Debtors, and no class has been certified by the District Court to date. Id. ¶ 5.

2.2 The Chapter 11 Cases.

On May 6, 2020 (the “Petition Date”)—less than two weeks following the commencement

of the District Court Action—the Debtors each filed a voluntary petition under chapter 11 of the

Bankruptcy Code, commencing the above-captioned chapter 11 cases. In connection with these

cases, Aiman-Smith & Marcy continues to be retained as class-action counsel for Ms. Kearney and

the putative class, while the law firm Hahn & Hahn LLP (“Hahn & Hahn”) was also retained as

bankruptcy counsel. See Lofton Decl. ¶ 6; Rallis Decl. ¶ 3.

2.2.1 The Scheduled Claims of the Customer Creditors.

In its schedule E, Galileo listed 10,125 “customer” creditors who collectively hold claims

totaling $10,998,550.08 on account of “customer deposits” (with individual claims ranging from


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$20 to $8,324), of which $10,798,032.61 is scheduled as priority claims under § 507(a)(7) of the

Bankruptcy Code and the remaining $200,517.47 purportedly represents nonpriority claims.1 See

Sch. E Attach. to Sch. E/F, at 1–171, ECF No. 84. In addition, in its schedule F, Galileo listed

another 605 “customer” creditors holding nonpriority claims totaling $618,387 on account of a

“customer credit balance” (which individually range from $319 to $4,588) and an additional 53

“customer” creditors holding nonpriority claims totaling $6,361.39 on account of a “customer

claim” (which individually range from $4.50 to $2,294).2 See Sch. F Attach. to Sch. E/F, at 1–11,

ECF No. 84. None of the 10,783 creditors listed as a “customer” on schedule E or F can be

identified with an actual name or complete address, and Galileo has instead identified them with a

customer number and an associated city, state, and zip code. See Sch. E Attach. to Sch. E/F, at 1–

171; Sch. F Attach. to Sch. E/F, at 1–11.

At first glance, it appears that none of the scheduled claims held by a “customer” creditor

have been scheduled as contingent, unliquidated, or disputed. See Sch. E Attach. to Sch. E/F, at 1–

171; Sch. F Attach. to Sch. E/F, at 1–11. However, in its notes and disclosures preceding the

schedules, Galileo included the following prefatory language relating to all scheduled claims:

Claims Description. Schedules D and E/F permit each Debtor to designate a Claim as “disputed,” “contingent,” and/or “unliquidated.” Any failure to designate a Claim on a given Debtor’s Schedules and Statements as “disputed,” “contingent,” or “unliquidated” does not constitute an admission by that Debtor that such amount is not “disputed,” “contingent,” or “unliquidated,” or that such Claim is not subject to objection. The Debtors reserve all of their rights to dispute, or assert offsets or defenses to, any claim reflected on their respective Schedules and Statements on any grounds, including liability or classification. Additionally, the Debtors expressly reserve all of their rights to subsequently designate such claims as “disputed,” “contingent” or “unliquidated.” Moreover, listing a Claim does not constitute an admission of liability by the Debtors.

Global Notes, Methodology & Specific Disclosures 9, ECF No. 84.

1 The $200,517.47 figure purportedly represents the aggregate of those amounts of any individual

claim exceeding the $3,025 statutory cap under § 507(a)(7). Out of the 10,125 “customer” creditors holding claims for “customer deposits,” it appears that only 273 of them hold a claim that exceeds that statutory cap. See Sch. E Attach. to Sch. E/F, at 1–5.

2 It is unclear what these claims held by “customer” creditors on schedule F specifically represent and whether these creditors would be part of the proposed Class (as defined below).


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2.2.2 The 110% Credit and 50% Coupon Options.

At the outset of these cases, Galileo moved for approval to offer “settlement” options to

the customer creditors who had paid deposits for Galileo’s since-canceled camp programs in lieu

of them retaining their prepetition claim against Galileo. See Stlmt. Mot. 1–2, ECF No. 11. In the

motion, Galileo acknowledged that “some 10,585 families . . . had paid, in the aggregate,

approximately $11,636,780 . . . in ‘tuition’ for this Summer’s programs.” Id. at 3:13–15.

After Ms. Kearney made an informal objection to the motion, Galileo and Ms. Kearney

extensively negotiated the consensual terms of the options offered and form of the notice sent to

the customer creditors. See Rallis Decl. ¶¶ 4–5. In the end, the Court authorized Galileo to honor

any prepetition claim of a customer creditor by offering them two options: (1) a credit equal to

110% of their claim, which can be applied to any of Galileo’s camp programs until May 31, 2025

(the “110% Credit”), or (2) an unlimited-use coupon for 50% off of any of Galileo’s camp

programs until May 31, 2025 (the “50% Coupon”). See Order Granting Stlmt. Mot. 2:16–25 &

Ex. A, at 1–2, ECF No. 48. The court-approved notice informed a customer creditor that an

election of either option had to be made within 30 days but that making an election was entirely

voluntary. See id. Ex. A, at 2. If no election was made, a customer creditor retained their

prepetition claim and all rights with respect thereto, and the two options would be made available

again to them in the future as part of a plan of reorganization. See id. Ex. A, at 3.

At this time, the Class Representative is unaware as to the number of the customer

creditors who have elected the 110% Credit or the 50% Coupon.

2.2.3 The Claims Bar Date.

As set forth in the amended notice of the Debtors’ chapter 11 cases (the “Chapter 11

Notice”), the Court set September 8, 2020, as the deadline for any nongovernmental creditor to file

a proof of claim in the Debtors’ cases (the “Claims Bar Date”). See Am. Ch. 11 Notice 2, ECF

No. 52. The notice also included, in relevant part, the following language:

Your claim will be allowed in the amount scheduled unless: • your claim is designated as disputed, contingent, or unliquidated;

• you file a proof of claim in a different amount; or


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• you receive another notice.

If your claim is not scheduled or if your claim is designated as disputed, contingent, or unliquidated, you must file a proof of claim or you might not be paid on your claim and you might be unable to vote on a plan. You may file a proof of claim even if your claim is scheduled. You may review the schedules at the bankruptcy clerk’s office or online at www.pacer.gov or at https://cases.stretto.com/galileo.

Id. (emphasis in original). The Chapter 11 Notice was purportedly served on thousands of the

Debtors’ creditors on May 21, 2020, by first class mail or email. See Cert. of Serv., ECF No. 55.

As of August 2, 2020, 101 proofs of claim have been filed in Galileo’s case, of which

approximately 94 appear to have been filed by individuals (i.e., likely customer creditors). See

Rallis Decl. Ex. 3. And out of those 94, only about 33 have asserted a priority claim. See id.

2.3 The Proposed Class Claim.

In these chapter 11 cases, the Class Representative seeks the certification of a class of

similarly situated creditors, which she proposes to be formally defined as follows (the “Class”):

All individuals who paid money to or for the benefit of Galileo, prior to

the filing of its chapter 11 petition, as a full or partial deposit, advance, or payment for any of Galileo’s since-canceled in-person camp programs scheduled for 2020 and any goods or services related thereto, but excluding any individual who received a return or refund of all such money paid to or for the benefit of Galileo through a chargeback with their payment issuer or otherwise.

To the extent permitted by the Court, the definition of the Class is intended to include

those individuals who have already made a postpetition election for the 110% Credit or 50%

Coupon on account of their prepetition claim. While those individuals have effectively elected

their claim treatment, most, if not all, of them have unlikely received the full benefit of that elected

treatment at this time (i.e., the full value of the 110% Credit has not been used or the full five-year

period to redeem the 50% Coupon has not passed). Accordingly, the Class Representative

contends that it is appropriate for those individuals to be a part of the Class.

On behalf of the estimated 10,125 individuals in the putative Class, the Class

Representative is prepared to file a class proof of claim in Galileo’s case, tentatively asserting a

claim of $10,998,550.08 (the “Class Claim”), of which $10,798,032.61 will be asserted as a

priority claim and the remaining $200,517.47 will be asserted as a nonpriority claim. Nevertheless,


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the Class Representative is amenable to having the Class Claim later estimated under § 502(c) of

the Bankruptcy Code for confirmation-related purposes to take into account the postpetition

chargebacks successfully obtained by any Class members that would have the effect of removing a

member from the Class and reducing the overall amount of the Class Claim.

3. ARGUMENT

3.1 The Permissibility of Class Proofs of Claim.

As a general matter, filing a class proof of claim in a bankruptcy case is permitted in the

Ninth Circuit. See Birting Fisheries, Inc. v. Lane (In re Birting Fisheries, Inc.), 92 F.3d 939, 939–

40 & n.1 (9th Cir. 1996) (per curiam) (citing Reid v. White Motor Corp., 886 F.2d 1462 (6th Cir.

1989); Certified Class in the Charter Sec. Litig. v. Charter Co. (In re Charter Co.), 876 F.2d 866

(11th Cir. 1989); Appeal of Huddleston (In re Am. Reserve Corp.), 840 F.2d 487 (7th Cir. 1988))

(concluding that the Bankruptcy Code “should be construed to allow class claims” and concurring

in the Sixth, Seventh, and Eleventh Circuits’ decisions on the issue without further discussion);

see also Palmdale Hills Prop., LLC v. Lehman Commercial Paper, Inc. (In re Palmdale Hills

Prop., LLC), 457 B.R. 29, 50 (B.A.P. 9th Cir. 2011) (“Rule 3001 allows class proofs of claim.”);

Mortland v. Certified Parking Attendants, LLC (In re Certified Parking Attendants, LLC), Case

No. C 11-00747 JSW, 2012 WL 525516, at *3 (N.D. Cal. Feb. 16, 2012) (“Class claims, pursuant

to [Civil Rule] 23, are permissible in bankruptcy court.”). Those courts recognizing the

permissibility of class proofs of claim have acknowledged that the class-claim device is consistent

with the fundamental goals and objectives of the bankruptcy process:

[T]he bankruptcy statute has the goal of facilitating creditor compensation. It would be incongruous for this bedrock policy to be thwarted by reading a procedural limitation into the Code. Bankruptcy also seeks to achieve equitable distribution of the estate. Persons holding small claims, who absent class procedures might not prosecute them, are no less creditors under the Code than someone with a large, easily filed claim. Applying Rule 23 to filing procedures will bring all claims forward, as contemplated by the Bankruptcy Code.

Charter Co., 876 F.2d at 871; see also Reid, 886 F.2d at 1469 (noting that allowing class proofs of

claim was the “more equitable resolution”); Am. Reserve, 840 F.2d at 489 (“Outside of

bankruptcy, class actions aggregate claims and permit both compensation and deterrence that are

otherwise impossible. The same debts should be pursued inside bankruptcy.”).


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The Bankruptcy Code and Bankruptcy Rules do not explicitly address the procedure or

requirements for a representative to file a proof of claim on behalf of a class, see 11 U.S.C.

§§ 501, 502; Fed. R. Bankr. P. 3001, 3002, so courts instead look to Civil Rule 23, which governs

class certification in nonbankruptcy cases, see In re Motors Liquidation Co., 447 B.R. 150, 156

(Bankr. S.D.N.Y. 2011). While Rule 23 is automatically made applicable in adversary

proceedings, see Fed. R. Bankr. P. 7023, the rule does not apply in contested matters arising in the

bankruptcy case unless the court has directed its application in a specific matter, see Fed. R.

Bankr. P. 9014(c) (excluding Bankruptcy Rule 7023 from Part VII rules that apply in contested

matters but providing that a “court may at any stage in a particular matter direct that one or more

of the other rules in Part VII shall apply”). Thus, for a class proof of claim to be considered

properly filed, “the proponent must seek to apply [Civil Rule] 23 through Rule 7023 by filing a

motion under Rule 9014.”3 Certified Parking Attendants, 2012 WL 525516, at *3 (citing Reid, 886

F.2d at 1470–71); see also Gentry v. Siegel, 668 F.3d 83, 93 (4th Cir. 2012) (“Civil Rule 23

factors do not become an issue until the bankruptcy court determines that Rule 7023 applies by

granting a Rule 9014 motion.”).

Courts generally engage in a two-step analysis in deciding whether to certify a class in the

context of a bankruptcy case and permit the filing of a class proof of claim. See In re Chaparral

Energy, Inc., 571 B.R. 642, 646 (Bankr. D. Del. 2017), aff’d, C.A. No. 17-701 (MN), 2019 WL

4643849 (D. Del. Sept. 24, 2019); see, e.g., In re Verity Health Sys. of Cal., Inc., Case No. 2:18-

bk-20151-ER, 2019 WL 2461688, at *7 (Bankr. C.D. Cal. June 11, 2019); In re MF Global Inc.,

512 B.R. 757, 763 (Bankr. S.D.N.Y. 2014). First, the court must make the threshold determination

of whether applying Civil Rule 23, via Bankruptcy Rule 7023, via Bankruptcy Rule 9014(c), to

3 To the extent that a party argues that a class proof of claim had to be filed prior to the Court

adjudicating this Motion, the Class Representative contends that the Motion, by asserting the proposed Class Claim, constitutes an informal proof of claim, see Schuman v. Connaught Grp., Ltd. (In re Connaught Grp., Ltd.), 491 B.R. 88, 94 & n.5 (Bankr. S.D.N.Y. 2013), and that the Motion is not otherwise premature, see In re Ephedra Prods. Liab. Litig., 329 B.R. 1, 6–7 (S.D.N.Y. 2005) (providing that class claimants could file class-certification motion “[f]rom the moment the Chapter 11 petition was filed” and “before they filed their proofs of claim”).


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the claims administration process is beneficial. See Chaparral Energy, 571 B.R. at 646. If so, the

court must then determine whether the class-certification requirements under Civil Rule 23 are

satisfied. See id. In the end, whether to certify a class claim is within the court’s discretion. See id.

As detailed herein, this Court should exercise its discretion and allow the Class

Representative to file a class proof of claim on behalf of the Class. The Motion has been filed and

will be heard early enough in Galileo’s case such that the class proof of claim can be filed before

the Claims Bar Date and well in advance of any plan being filed, sent out for voting, or confirmed.

In fact, the certification of the Class, the members of which each hold a priority claim entitled to

specific plan treatment under the Bankruptcy Code, will have a beneficial impact on the

administration of Galileo’s case by allowing Galileo to communicate with a single point of

contact—i.e., the Class Representative—in any negotiations over a plan’s treatment of the Class

members’ claims. In addition, all of the relevant Rule 23 requirements for class certification have

been satisfied with respect to the Class, such that a class proof of claim may be properly filed.

3.2 Applying Civil Rule 23 to the Claims Administration Process Is Beneficial.

As to the first step, applying Civil Rule 23 to the claims administration process in Galileo’s

case and allowing the Class Representative to file a class proof of claim will be beneficial.

For the first step, courts have relied upon the three-factor test espoused in In re Musicland

Holding Corp., 362 B.R. 644 (Bankr. S.D.N.Y. 2007), to determine whether Rule 23 should be

applied to the claims administrative process. See, e.g., Verity Health, 2019 WL 2461688, at *8–9

(concluding that Musicland factors weighed in favor of applying Rule 23); Chaparral Energy, 571

B.R. at 646–50 (similar); MF Global, 512 B.R. at 763–65 (similar). Under the test, a court

considers (1) whether the class was certified prepetition, (2) whether the members of the putative

class received notice of the claims bar date, and (3) whether class certification will adversely

affect the administration of the bankruptcy case. Musicland, 362 B.R. at 644. “No one factor is

dispositive; a factor may take on more or less importance in any given case.” Chaparral Energy,

571 B.R. at 646. In the end, the three-factor analysis is intended to address “whether the benefits

of applying Rule 7023 (and Civil Rule 23) are superior to the benefits of the standard bankruptcy

claims procedures.” Gentry, 668 F.3d at 93.


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Here, on balance, the Musicland factors weigh strongly in favor of applying Rule 23.

3.2.1 The Putative Class Had No Opportunity to Be Certified Prepetition.

First, while the Class Representative concedes that a class was not certified in the District

Court Action prior to the commencement of these chapter 11 cases, the lack of prepetition class

certification is not fatal. See AARP v. First Alliance Mortg. Co. (In re First Alliance Mortg. Co.),

269 B.R. 428, 445 (C.D. Cal. 2001) (rejecting “notion that class procedures should only be used

where a class was certified in a non-bankruptcy context” (citing Charter Co., 876 F.2d at 868)).

Indeed, in numerous cases, courts have exercised their discretion and applied Rule 23 to allow a

class proof of claim notwithstanding the class not being certified prepetition. See Chaparral

Energy, 571 B.R. at 646 (citing cases) (applying Civil Rule 23 despite class action being pending

for five years before bankruptcy filing without class being certified).

Furthermore, where prepetition class certification is effectively impossible, the first

Musicland factor should be considered irrelevant or neutral. See MF Global, 512 B.R. at 763;

Connaught Grp., 491 B.R. at 98. For instance, in MF Global, former employees of the debtor, who

were terminated upon the debtor entering liquidation, filed a class claim for unpaid accrued

vacation time, which was objected to on the basis that the claim did not meet the requirements for

class certification. See 512 B.R. at 761–62. Nevertheless, in analyzing the first Musicland factor,

the bankruptcy court acknowledged that with the class claim arising out of the same reasons that

precipitated the bankruptcy, “the issue of prepetition certification loses its relevance, since there

will seldom be time to file a class action complaint and certify a class before the petition date.” Id.

at 763. Also, in Connaught Group, where a former employee of the debtor sought to certify a class

of former employees terminated immediately prior to the bankruptcy filing and not given the

sufficient notice required by the WARN Act, the bankruptcy court similarly recognized how such

circumstances made the issue of prepetition class certification irrelevant to the analysis:

[The debtor] discharged the class members a few days before the bankruptcy cases were commenced and before litigation could have occurred, much less class certification within that litigation. In essence, this is a class created by the bankruptcy itself. Hence, this factor cannot be entitled to any weight because it would foreclose WARN Act classes in virtually all bankruptcy cases.

491 B.R. at 98.


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The circumstances in this case are analogous to those in MF Global and Connaught Group,

such that this Court should likewise conclude that the first Musicland factor is irrelevant or neutral

here as well. Galileo’s cancelation of its camp programs and failure to provide refunds in April

2020 served as the basis for the claims asserted in the District Court Action and were also likely

the primary contributing factors to Galileo needing to seek bankruptcy relief. Though the putative

Class might not be viewed as having been created by the bankruptcy itself (as evidenced by the

Class Representative initiating the class action litigation prior to the Petition Date), the Debtors’

chapter 11 cases were only filed less than two weeks after the District Court Action began. Given

the short time span from when Galileo’s breaches took place to when the District Court Action

was initiated to when the Debtors’ petitions were filed, there was clearly no reasonable

opportunity for the class-certification issue to be litigated and adjudicated in the District Court

prior to the bankruptcy filing, thereby making prepetition class certification effectively impossible.

For these reasons, the first Musicland factor is irrelevant or neutral and does not weigh

against this Court applying Civil Rule 23 in this case.

3.2.2 The Class Members Did Not Receive Sufficient Notice that They May Need

to File a Proof of Claim.

Next, while the putative Class members may have received notice of the Claims Bar Date,

none of them received sufficiently clear notice as to whether they needed to file a proof of claim.

For the second Musicland factor, which considers “whether the members of the putative

class received notice of the bar date,” 362 B.R. at 654, “the bankruptcy court must weigh the issue

of whether it is appropriate to give the class members what may amount to an additional

opportunity to meet an otherwise applicable bar date,” In re Sacred Heart Hosp. of Norristown,

177 B.R. 16, 22 (Bankr. E.D. Pa. 1995). Thus, “if the putative unnamed class members have

clearly received actual or constructive notice of the bankruptcy case and the bar date, denial of the

implementation of the class proof of claim device appears advisable.” Id. (emphasis added).

To start with, the Class Representative does not require an extension of the Claims Bar

Date to timely file the class proof of claim. Assuming that the Court promptly grants the Motion

following the September 2 hearing, the Class Representative intends to file the class proof of


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claim before the Claims Bar Date (of September 8, 2020). The fact that the Court need not extend

the Claims Bar Date when allowing the filing of the class proof of claim weighs in favor of

applying Rule 23 in this case. Cf. MF Global, 512 B.R. at 763–64 (noting that issue of “notice of

the bar date is often critical, because courts have declined to apply Rule 23 on the basis that class

certification would constitute an improper extension of the bar date for potential claimants who

were served with notice but did not file timely proofs of claim”).

Second, and perhaps more importantly, even if all putative Class members received notice

of the date by which a proof of claim needed to be filed, they did not receive constitutionally

sufficient notice as to whether they may need to file a proof of claim.

“Constitutional due process requires that notice of a claims bar date be fundamentally fair

and reasonably calculated to apprise interested parties.” In re ATD Corp., 278 B.R. 758, 763

(Bankr. N.D. Ohio 2002) (internal quotation marks omitted). That is, in such a notice, “the bar

date in a bankruptcy case should be prominently announced and accompanied by an explanation of

its significance.” Pioneer Inv. Servs. Co. v. Brunswick Assocs. Ltd. P’ship, 507 U.S. 380, 398

(1993). In addition, in the context of a chapter 11 case—where a creditor whose claim is

scheduled, but not as disputed, contingent, or unliquidated, need not file a proof of claim and is

deemed to hold an allowed claim in the amount scheduled, see 11 U.S.C. § 1111(a); Fed. R.

Bankr. P. 3003(b)(1), (c)(2)—creditors are entitled to notice of whether their claim has been

scheduled as disputed, contingent, or unliquidated such that they reasonably understand whether

they need to file a proof of claim or not, cf. ATD Corp., 278 B.R. at 760–64 (concluding that

ambiguous bar date order and notice that purportedly required all creditors to file proof of claim,

including those holding claim deemed allowed, could not be interpreted in that manner as it

“would run afoul of [creditors’] due process rights” and allow debtor “to do a procedural end-run

around the constitutional requirement that Debtor provide scheduled creditors with notice that it

disputes their debts”); Dresser Indus., Inc. v. Rite Autotronics Corp. (In re Rite Autotronics

Corp.), 27 B.R. 599, 602 (B.A.P. 9th Cir. 1982) (“[W]here a debtor questions the quality of a

claim thereby placing the creditor in a position of potential default and loss, due process would

call for specific notice to the creditor.”).


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Here, the putative Class members may have received notice of the Claims Bar Date via the

Chapter 11 Notice purportedly served on them on May 21, 2020, but the Chapter 11 Notice,

together with Galileo’s schedules, did not provide any Class member with enough information or

explanation reasonably calculated to apprise them of how Galileo scheduled their claim and

whether they needed to file a proof of claim to preserve their rights. Specifically, the Chapter 11

Notice initially informed a creditor that “[y]our claim will be allowed in the amount scheduled

unless . . . your claim is designated as disputed, contingent, or unliquidated” and “[i]f your claim

is not scheduled or if your claim is designated as disputed, contingent, or unliquidated, you must

file a proof of claim,” and then the notice provided instructions on where to review the schedules.

See Am. Ch. 11 Notice 2. Yet, any Class member who proceeded to review Galileo’s schedules

would likely face significant difficulty in navigating them and comprehending what they provided

and how that affected their rights. First, a member may not find their claim on the schedules due to

the schedules omitting the specific name or address associated with any claim held by a

“customer” creditor. See Sch. E Attach. to Sch. E/F, at 1–171; Sch. F Attach. to Sch. E/F, at 1–11.

Second, even if a Class member was able to locate their scheduled claim, which would appear to

not be scheduled by Galileo as disputed, contingent, or unliquidated, the member may not realize

that within the 20 pages of notes and disclosures preceding the schedules is prefatory language

suggesting that Galileo does consider the claim to be disputed, contingent, or unliquidated. See

Global Notes, Methodology & Specific Disclosures 9 (“Any failure to designate a Claim on a

given Debtor’s Schedules . . . as ‘disputed,’ ‘contingent,’ or ‘unliquidated’ does not constitute an

admission by that Debtor that such amount is not ‘disputed,’ ‘contingent,’ or ‘unliquidated.’). In

other words, Galileo made it impossible for a Class member to determine whether their claim had

been scheduled in a manner that compelled them to file a proof of claim to protect their claim.

Even if the Class members received notice of the Claims Bar Date (i.e., the date by which a

proof of claim needed to be filed), the issues in the Chapter 11 Notice and Galileo’s schedules

made it so there was no notice fundamentally fair or reasonably calculated to apprise a member as

to whether they needed to file a proof of claim. As a result, the second Musicland factor should

weigh in favor of the Court applying Rule 23 and allowing the filing of a class proof of claim.


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3.2.3 Class Certification Will Have a Beneficial Impact on Case Administration.

Lastly, the certification of the putative Class would not adversely affect the administration

of Galileo’s case and may even have a beneficial impact thereon.

The third Musicland factor considers “whether class certification will adversely affect the

administration of the case.” 362 B.R. at 654. For this factor, “a pervasive theme is avoiding undue

delay in the administration of the case,” and a court “may decline to apply Rule 23 if doing so

would . . . ‘gum up the works’ of distributing the estate.” Ephedra, 329 B.R. at 5 (quoting In re

Woodward & Lothrop Holdings, Inc., 205 B.R. 365, 376 (Bankr. S.D.N.Y. 1997)). “As the case

moves toward its conclusion, it is more likely that a delay in resolving the certification will

interfere with the administration of the estate.” Woodward & Lothrop, 205 B.R. at 370. For

example, “[i]f the class plaintiff sits silently and does not raise the issue of certification until after

the plan has been negotiated, and certification would adversely affect the timing or possibility of

confirmation, there are good reasons to deny certification.” Connaught Grp., 491 B.R. at 98.

Here, there is nothing to suggest that the certification of the Class would threaten to delay

or otherwise adversely affect the case administration. First, this three-month-old chapter 11 case is

still relatively new, and the Class Representative would be filing the class proof of claim before

the Claims Bar Date and well before any plan has been filed, sent out for voting, or confirmed,

thereby creating no new disruption to case administration. Cf. Sacred Heart, 177 B.R. at 23 (“It is

clearly disruptive to the formulation of a plan to frustrate a debtor’s logical assumptions regarding

the amounts of total claims by compelling the debtor to alter or extend an established bar date.”).

Second, given that Galileo has largely identified the customer creditors (who would be part of the

Class) and the amounts of their claims as evidenced by its schedules and has generally

acknowledged its liability on those claims, any additional discovery to fully resolve the Class

Claim would likely be minimal. Cf. Ephedra, 329 B.R. at 5 (reasoning that class certification

would interfere with distributions under liquidating plan due to need for post-certification

“discovery on the merits and the bankruptcy equivalent of a trial” for the class claim). And third,

ever since Ms. Kearney negotiated with Galileo early in the case to improve the 110% Credit and

50% Coupon options offered to the customer creditors, Galileo should have been aware of her


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intention to pursue the Class Claim on behalf of the Class. Cf. MF Global, 512 B.R. at 765

(rejecting argument that class certification would cause waste of estate assets and delay trustee’s

progress in resolving claims where trustee “has known for some time of the Claimants’ intent to

pursue their claims . . . through the claims process”). That the Class Representative is now

formally pursuing class certification by this Motion should be of no surprise to Galileo.

Furthermore, certification of the Class may, in fact, have a beneficial impact on the

administration of Galileo’s case as it will allow Galileo to efficiently work with the Class

Representative toward a consensual plan that adequately treats the claims within the Class. Not

only would the Class Representative be acting on behalf of the Class and its members in any

negotiations,4 but the Class Representative (and her counsel) would also represent a single point of

contact for Galileo, alleviating it of the administrative burden of having to individually negotiate

with hundreds or thousands of creditors holding relatively small claims. That is a legitimate

possibility in this case as all of the Class members hold a consumer-deposit claim with priority

status (up to $3,025) under § 507(a)(7) of the Bankruptcy Code,5 which is entitled to certain plan

treatment. Specifically, the Code requires that a plan treat the consumer-deposit claims as follows:

4 On plan voting, the Class Representative’s position is that she can vote on behalf of all

members of the Class. See In re Frascella Enters., Inc., 360 B.R. 435, 453 n.40 (Bankr. E.D. Pa. 2007) (suggesting that class certification in chapter 11 case calls “for counting the Consumers’ class claim as one vote”). But cf. In re Mortg. & Realty Trust, 125 B.R. 575, 583 (Bankr. C.D. Cal. 1991) (“[T]he individual votes must be counted, and class representatives are permitted to vote only for those class members who have not voted individually for or against the plan.”).

5 The Code grants priority status to those “claims of individuals, to the extent of [$3,025] for each such individual, arising from the deposit, before the commencement of the case, of money in connection with the purchase, lease, or rental of property, or the purchase of services, for the personal, family, or household use of such individuals, that were not delivered or provided.” 11 U.S.C. § 507(a)(7). Among those claims are those held by “[a] consumer that pays money on a lay-away plan or as a deposit on merchandise, or that buys a service contract or a contract for lessons or a gym membership,” H.R. Rep. No. 95-595, at 188 (1978), reprinted in 1978 U.S.C.C.A.N. 5963, 6148–49, as well as tuition payments made to a school, see In re Longo, 144 B.R. 305, 311–12 (Bankr. D. Md. 1992). And such claims include full-payment advances for consumer goods or services as the term “deposit” is not limited to only partial-payment advances. See Salazar v. McDonald (In re Salazar), 430 F.3d 992, 996–97 (9th Cir. 2005).


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(9) Except to the extent that the holder of a particular claim has agreed to a

different treatment of such claim, the plan provides that—

. . . (B) with respect to a class of claims of a kind specified in

section . . . 507(a)(7) of this title, each holder of a claim of such class will receive—

(i) if such class has accepted the plan, deferred cash

payments of a value, as of the effective date of the plan, equal to the allowed amount of such claim; or

(ii) if such class has not accepted the plan, cash on the

effective date of the plan equal to the allowed amount of such claim;

11 U.S.C. § 1129(a)(9)(B). Due to such plan requirements and Galileo unlikely having the ability

to pay the consumer-deposit claims in full on the effective date, Galileo will need the impaired

class containing the consumer-deposit claims (i.e., the class containing the claims of the putative

Class members) to accept the plan. With such stakes at confirmation, Galileo will greatly benefit

from dealing with a single person that represents a class of thousands.

For these reasons, the third Musicland factor favors the Class Representative, and the three

factors, on balance, weigh in favor of the Court exercising its discretion and applying Rule 23 to

the claims administration process in Galileo’s case.

3.3 The Civil Rule 23 Requirements for Class Certification Are Satisfied.

Having met her burden establishing the benefit derived from the use of the class-claim

device in Galileo’s case, the Class Representative now turns to the second step of the analysis:

Demonstrating that the class certification requirements under Civil Rule 23 are satisfied. See

Verity Health, 2019 WL 2461688, at *7 (“Only if the Court determines that it is appropriate to

apply Bankruptcy Rule 7023 to the claims administration process does the Court proceed to

determine whether the requirements of Civil Rule 23 have been satisfied.”). In particular, for this

step, “[t]he party seeking class certification must satisfy the four requirements under [Rule] 23(a),

and one of the subparagraphs of Rule 23(b).” Musicland, 362 B.R. at 652.

As shown below, the prerequisites under Rule 23(a) and the additional requirements under

Rule 23(b)(1)(B) have been met here. Alternatively, the requirements under Rule 23(b)(3) have


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also been met. With the Class Representative satisfying all class-certification requirements, the

Court should certify the Class and allow the filing of the class proof of claim on the Class’s behalf.

3.3.1 The Four Prerequisites Under Civil Rule 23(a) Are Met.

Rule 23(a) sets forth the following four preliminary requirements for class certification:

(1) the class is so numerous that joinder of all members is impracticable; (2) there are questions of law or fact common to the class; (3) the claims or defenses of the representative parties are typical of the

claims or defenses of the class; and (4) the representative parties will fairly and adequately protect the interests

of the class.

Fed. R. Civ. P. 23(a)(1)–(4). These requirements are generally referred to as numerosity,

commonality, typicality, and adequacy of representation. “A party seeking certification must

affirmatively demonstrate his compliance with the Rule—that is, he must be prepared to prove that

there are in fact sufficiently numerous parties, common questions of law or fact, etc.” Wal-Mart

Stores, Inc. v. Dukes, 564 U.S. 338, 350 (2011) (emphasis omitted).

In this case, each of the four requirements under Rule 23(a) has been satisfied.

3.3.1.1 Numerosity.

The numerosity requirement is met if “the class is so numerous that joinder of all members

is impracticable.” Fed. R. Civ. P. 23(a)(1); see, e.g., Evon v. Law Offices of Sidney Mickell, 688

F.3d 1015, 1029 (9th Cir. 2012) (concluding that district court did not abuse discretion in finding

that putative class containing 262 members satisfied numerosity requirement).

Here, the putative Class consists of thousands of individuals who had paid a deposit to

Galileo for its since-canceled camp programs and had yet to be refunded or otherwise made whole

(with the Class explicitly excluding those who received a refund through a successful chargeback

request or otherwise). While the Class Representative, at this time, is uncertain as to a more

approximate size of the Class, various statements by Galileo, which were made under penalty of

perjury in these chapter 11 cases and the related adversary proceeding, suggest that the number

may be at least 8,000. First, in a declaration filed at the inception of these cases, Galileo’s CEO,

Glen Tripp, stated that “some 10,585 families . . . had paid, in the aggregate, approximately


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$11,636,780 . . . in ‘tuition’ for this Summer’s programs.” Tripp Decl. Supp. First Day Mots. ¶ 20,

ECF No. 13. Similarly, in its schedules, Galileo listed 10,125 “customer” creditors as holding

claims totaling $10,998,550.08 on account of “customer deposits” as of the Petition Date. See

Sch. E Attach. to Sch. E/F, at 1–171, ECF No. 84. Then, in another declaration, Galileo’s CFO,

Keith Bencher, acknowledged that as of July 2, “more than 1,900 Galileo customers have

requested a total of more than $2.1 million in Chargebacks, and $1.57 million of these

Chargebacks have occurred after the Petition Date.” Bencher Decl. Supp. T.R.O. Appl. ¶ 21, Adv.

No. 20-04025, ECF No. 2.

Though it remains to be seen how many chargebacks will be successfully obtained (which

will reduce the number of Class members), the Class will still contain thousands of members. And

having that kind of size, the Class is so numerous that joinder of all members is impracticable.

3.3.1.2 Commonality.

The commonality requirement is met if “there are questions of law or fact common to the

class.” Fed. R. Civ. P. 23(a)(2). “Commonality requires the plaintiff to demonstrate that the class

members have suffered the same injury.” Wal-Mart, 564 U.S. at 349–50 (internal quotation marks

omitted). In particular, the members’ “claims must depend upon a common contention,” and that

common contention “must be of such a nature that it is capable of classwide resolution—which

means that determination of its truth or falsity will resolve an issue that is central to the validity of

each one of the claims in one stroke.” Id. at 350 (citing “discrimination bias on the part of the

same supervisor” as example of a common contention). In the end, what matters “is not the raising

of common ‘questions’ . . . but rather the capacity of a class-wide proceeding to generate common

answers apt to drive the resolution of the litigation.” Id. (emphasis in original) (internal quotation

marks omitted). Nevertheless, “commonality only requires a single significant question of law or

fact.” Mazza v. Am. Honda Motor Co., 666 F.3d 581, 589 (9th Cir. 2012).

Here, the putative Class clearly shares common questions of law or fact. All Class

members hold essentially the same claim against Galileo (i.e., for breach of contract) based on the

common contentions that Galileo first accepted a deposit from a member for one or more of its

camp programs, then canceled all of its programs, and thereafter failed to refund the deposit back


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to the member. And those common contentions, once determined to be true, will resolve in one

fell swoop the issues of Galileo’s breach and liability as to each Class member. Indeed, with

Galileo having made blanket statements acknowledging its breaches across the board, the question

of Galileo’s liability on a classwide basis may already be effectively resolved. See Tripp Decl.

Supp. First Day Mots. ¶ 21 (“[A]t the time of cancellation of the 2020 camp season . . . Galileo

had spent a large percentage of the collected tuition . . . . Galileo could not provide full refunds to

its Customer/Creditors. Indeed, the payment of even large-percentage, partial refunds to

Customer/Creditors would have driven Galileo out of business.”); Bencher Decl. Supp. T.R.O.

Appl. ¶ 12 (“Galileo informed its customers that it would have to cancel this year’s summer camp

program and that Galileo could not refund the tuition payments to its customers.”). Furthermore,

as Galileo’s breach as to each member resulted in the member unable to recover their deposit, all

of the Class members have clearly suffered the same, common injury, with the only difference in

injury being in the amount of the deposit that each member had paid and then lost.

As the Class members’ claims are based on common contentions, the truth of which having

the capacity to drive a classwide resolution, the commonality requirement has been met.

3.3.1.3 Typicality.

The typicality requirement calls for the moving party to demonstrate that “the claims or

defenses of the representative parties are typical of the claims or defenses of the class.” Fed. R.

Civ. P. 23(a)(3). “The test of typicality is whether other members have the same or similar injury,

whether the action is based on conduct which is not unique to the named plaintiffs, and whether

other class members have been injured by the same course of conduct.” Ellis v. Costco Wholesale

Corp., 657 F.3d 970, 984 (9th Cir. 2011) (internal quotation marks omitted). And “[t]ypicality

refers to the nature of the claim or defense of the class representative, and not to the specific facts

from which it arose or the relief sought.” Id. (internal quotation marks omitted). Ultimately,

“[r]epresentative claims are ‘typical’ if they are reasonably co-extensive with those of absent class

members; they need not be substantially identical.” Meyer v. Portfolio Recovery Assocs., LLC,

707 F.3d 1036, 1042 (9th Cir. 2012) (internal quotation marks omitted).

Here, the Class Representative’s claim against Galileo is typical of the claims of the Class.


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Like the other Class members, Ms. Kearney’s injury is the loss of the deposit she paid to Galileo,

which was caused by the same course of conduct from Galileo—i.e., its wholesale cancelation of

its camp programs and universal failure to refund the money deposited by each member. Nothing

from the factual circumstances surrounding Ms. Kearney’s claim suggests that the nature of her

claim against Galileo is materially unique from the rest of the claims within the Class such that it

cannot be considered typical. Cf. Hanon v. Dataproducts Corp., 976 F.2d 497, 508–09 (9th Cir.

1992) (concluding that typicality was not met where class representative had to litigate unique

defenses asserted against him by defendant that were not asserted against other class members).

Put another way, Ms. Kearney holds a relatively simple, straightforward breach-of-contract claim

against Galileo that is nearly indistinguishable from the other members’ claims against Galileo.

Accordingly, the typicality requirement has also been met in this case.

3.3.1.4 Adequacy of Representation.

The adequacy-of-representation requirement is met if “the representative parties will fairly

and adequately protect the interests of the class.” Fed. R. Civ. P. 23(a)(4). “This factor requires:

(1) that the proposed representative Plaintiffs do not have conflicts of interest with the proposed

class, and (2) that Plaintiffs are represented by qualified and competent counsel.” Dukes v. Wal-

Mart Stores, Inc., 603 F.3d 571, 614 (9th Cir. 2010), rev’d on other grounds, 564 U.S. 338 (2011).

“Absent contrary evidence from the party opposing class certification, adequacy of representation

is generally presumed.” Madison Assocs. v. Baldante (In re Madison Assocs.), 183 B.R. 206, 217

(Bankr. C.D. Cal. 1995).

As to the Class Representative, there is nothing to suggest that she has a conflict of interest

with the putative Class or that she cannot otherwise fairly and adequately protect and represent the

Class’s interests. Ms. Kearney has shown that she is firmly committed to representing the Class in

these chapter 11 cases, as evidenced by her prepetition involvement as the lead plaintiff in the

District Court Action, her retention of class counsel, her efforts to locate other Class members, and

her role as the moderator of a Facebook group dedicated to helping those similarly situated

creditors adversely affected by Galileo’s cancelation of its camp programs and failure to provide

refunds. See Kearney Decl. ¶¶ 9–10. She also has a thorough understanding of the nature of the


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claims against Galileo, is sufficiently aware of the importance and responsibility of her individual

role as a class representative, and has a genuine and substantial concern for the progress and result

of these chapter 11 cases. See id. ¶ 11. And there is no conflict of interest between her and the

putative Class that she seeks to represent. See id. ¶ 12.

In addition, the Class Representative has retained qualified and competent counsel in

Aiman-Smith & Marcy and Hahn & Hahn, who, as co-counsel, can properly represent the interests

of the Class in these chapter 11 cases.

Aiman-Smith & Marcy is experienced in prosecuting complex class actions and has

frequently been designated as class counsel. Lofton Decl. ¶ 7. The firm has been appointed as lead

or co-lead counsel in many contested class actions and has recovered substantial monies for its

clients and class members. Id. An overview of Aiman-Smith & Marcy, including the biographies

of the attorneys rendering services in these cases, is attached as Exhibit 2 to the Lofton

Declaration.

Hahn & Hahn is well qualified to provide bankruptcy-related advice and representation,

particularly in chapter 11 cases. Rallis Decl. ¶ 7. The firm’s attorneys have extensive experience

and knowledge in matters of bankruptcy, insolvency, business reorganization, financial

restructuring, and debtor-creditor relations and in the representation of operating debtors,

creditors, creditors’ committees, and trustees in bankruptcy cases. Id. An overview of Hahn &

Hahn’s bankruptcy and financial restructuring practice group, including the biographies of the

attorneys rendering services in these cases, is attached as Exhibit 4 to the Rallis Declaration.

For these reasons, the fourth and final requirement under Rule 23(a) has also been met.

3.3.2 The Requirements Under Civil Rule 23(b)(1)(B) Are Met.

“In addition to satisfying the four elements of Rule 23(a), a proposed class must satisfy one

of the three prongs of Rule 23(b).” MF Global, 512 B.R. at 767. Here, the Class Representative

contends that Rule 23(b)(1)(B)’s requirements for certifying a “mandatory” class have been met.

Class certification is permitted under Rule 23(b)(1)(B) if

/ / /

/ / /


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(1) prosecuting separate actions by or against individual class members would create a risk of:

. . .

(B) adjudications with respect to individual class members that, as a

practical matter, would be dispositive of the interests of the other members not parties to the individual adjudications or would substantially impair or impede their ability to protect their interests;

Fed. R. Civ. P. 23(b)(1)(B). Unlike classes certified under Rule 23(b)(3), where members may

choose to opt out and not be bound by the judgment in the class action, classes certified under

Rule 23(b)(1) are considered mandatory, with members having no opt-out rights. See Fed. R. Civ.

P. 23(c)(2), (3); Green v. Occidental Petroleum Corp., 541 F.2d 1335, 1339–40 (9th Cir. 1976).

“Class actions are permitted under Rule 23(b)(1)(B) if separate actions inescapably will

alter the substance of the rights of others having similar claims.” Zinser v. Accufix Research Inst.,

Inc., 253 F.3d 1180, 1196 (9th Cir. 2001) (internal quotation marks omitted), amended by 273

F.3d 1266 (9th Cir. 2001). A common class action under the rule is “the limited fund class action,

aggregating claims made by numerous persons against a fund insufficient to satisfy all claims,”

and “‘[c]lassic’ limited fund class actions include claimants to . . . company assets in a liquidation

sale.” Ortiz v. Fibreboard Corp., 527 U.S. 815, 834 (1999) (internal quotation marks omitted).

While the circumstances of this case do not precisely fit into the limited-fund theory, the

rationale for certifying the Class under Rule 23(b)(1)(B) parallels the rationale for certifying a

class under the limited-fund theory. Specifically, in a limited-fund context, where the defendant’s

assets are insufficient to satisfy the claims of all plaintiffs, class certification is appropriate to

prevent some active plaintiffs from depleting the defendant’s limited pool of money through

individual actions and recoveries while leaving absent plaintiffs with nothing to recover from. See

Madison Assocs., 183 B.R. at 218 (noting that certification is proper in “the case where the claims

of all plaintiffs exceeded the assets of the defendant and hence to allow any group of individuals to

be fully compensated would impair the rights of those not in court” (quoting Green, 541 F.2d at

1340)). And such certification must be of a mandatory class because “if a class member could opt

out of a limited fund class action, pursue her claim, and collect her purse, the entire point of the

aggregate proceeding would be undermined.” Fed. Ins. Co. v. Caldera Med., Inc., Case No. 2:15-


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cv-00393-SVW-PJW, 2017 WL 11037391, at *3 (C.D. Cal. Jan. 31, 2017). In this case, analogous

risks to the Class would be present if the Class members were permitted to opt out.

The Class Representative believes Galileo does not and will not have enough cash to pay

all, or even most, of the claims in the Class in full on the effective date of a plan, which is

§ 1129(a)(9)(B)’s mandatory treatment for priority claims if the class containing such claims

rejects the plan. At the same time, the Class Representative suspects that a chapter 7 liquidation of

Galileo’s assets may only yield a modest recovery for even those holding priority claims. Thus,

the Class Representative sees working out a consensual plan of reorganization with the Debtor

(which would likely provide for payments over time) as the best opportunity for collectively

maximizing the recovery for all Class members.

However, despite the best efforts by the Class Representative to negotiate and obtain the

best possible plan treatment for the Class, if the Class members are given the option to opt out, a

small minority would have the ability to threaten the confirmation of a consensual plan and push

Galileo into liquidation, to the detriment of all members. For these chapter 11 cases, the

mechanism allowing members to opt out of the Class would likely take the form of either (1) a

plan that leaves all Class members in a single (plan) class but allows any member wishing to opt

out to vote to reject the plan or (2) a plan that permits any member wishing to opt out to elect to

have their claim removed from the class containing the remaining Class members and placed into

a separate, unimpaired class (à la a convenience class). Under the first scenario, members holding

just one-third of the amount of the claims in the Class who vote to reject the plan would be

effectively forcing Galileo to pay all claims in the Class in full on the effective date, which would

undoubtedly be infeasible.6 Under the second scenario, Galileo would be required to pay off a

smaller amount of the claims in the Class on the effective date, but if enough members made the

election, that plan would also become infeasible. In either scenario, the lack of a confirmable plan

will result in the conversion of Galileo’s case to chapter 7, in which case all Class members lose.

6 As a practical matter, Galileo’s inability to pay the claims in the Class in full on the effective

date of a plan effectively creates a limited-fund scenario.


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Due to the risk of an across-the-board reduced recovery for all Class members if the

members are allowed to opt out and act in their own self-interest, and not in the interests of the

entire Class, the Class Representative contends that the requirements for certifying the Class as a

mandatory class under Rule 23(b)(1)(B) are satisfied here.

3.3.3 In the Alternative, the Requirements Under Civil Rule 23(b)(3) Are Met.

To the extent that this Court is unwilling to certify the Class as a “mandatory” class under

Civil Rule 23(b)(1)(B), the Class Representative, in the alternative, seeks the certification of an

“opt out” class under Rule 23(b)(3), which requirements have also been met in this case.

Rule 23(b)(3) provides that class certification is permitted if

(3) the court finds that the questions of law or fact common to class members predominate over any questions affecting only individual members, and that a class action is superior to other available methods for fairly and efficiently adjudicating the controversy. The matters pertinent to these findings include:

(A) the class members’ interests in individually controlling the

prosecution or defense of separate actions; (B) the extent and nature of any litigation concerning the

controversy already begun by or against class members; (C) the desirability or undesirability of concentrating the litigation

of the claims in the particular forum; and (D) the likely difficulties in managing a class action.

Fed. R. Civ. P. 23(b)(3). This subparagraph lays out two requirements, which are generally

referred to as predominance and superiority, as well as four factors relevant to the analysis.

3.3.3.1 Predominance.

To satisfy the predominance requirement, the moving party must show that “the questions

of law or fact common to class members predominate over any questions affecting only individual

members.” Fed. R. Civ. P. 23(b)(3). “The Rule 23(b)(3) predominance inquiry tests whether

proposed classes are sufficiently cohesive to warrant adjudication by representation,” Amchem

Prods., Inc. v. Windsor, 521 U.S. 591, 623 (1997), with the “focus on whether common questions

present a significant aspect of the case and . . . can be resolved for all members of the class in a

single adjudication,” Walker v. Life Ins. Co. of the Sw., 953 F.3d 624, 630 (9th Cir. 2020)

(internal quotation marks omitted). “[I]f so, there is clear justification for handling the dispute on a


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representative rather than on an individual basis.” Id. (internal quotation marks omitted).

For largely the same reasons the commonality requirement is satisfied, the predominance

requirement has also been satisfied here. The common questions as to whether Galileo received a

deposit from a Class member, canceled its camp programs, and failed to refund the deposit to the

member represent a significant aspect of the case against Galileo (as they directly address the

issues of Galileo’s breach and liability), and those common questions can be resolved for all Class

members in a single adjudication (especially in light of Galileo’s blanket acknowledgement of its

liability). While there may be member-specific questions as to when, how, or how much a member

paid Galileo, those questions clearly do not predominate over the common questions laid out

above and do not warrant litigation on an individual basis. Instead, the putative Class is considered

sufficiently cohesive to warrant adjudication by representation.

3.3.3.2 Superiority.

For the superiority requirement, the moving party must show that “a class action is

superior to other available methods for fairly and efficiently adjudicating the controversy.” Fed. R.

Civ. P. 23(b)(3). Such superiority exists where “classwide litigation of common issues will reduce

litigation costs and promote greater efficiency.” Valentino v. Carter-Wallace, Inc., 97 F.3d 1227,

1234 (9th Cir. 1996). “In determining superiority, courts must consider the four factors of

Rule 23(b)(3).” Zinser, 253 F.3d at 1190. In the end, “[t]he purpose of the superiority requirement

is to assure that the class action is the most efficient and effective means of resolving the

controversy.” Wolin v. Jaguar Land Rover N. Am., LLC, 617 F.3d 1168, 1175 (9th Cir. 2010).

Allowing the Class Representative to assert the Class Claim on behalf of the Class is

superior to and more fair and effective than the Class members pursuing their own individual

claim. At this time, less than 100 individuals have filed a proof of claim, suggesting that either

thousands of members do not have an interest in individually controlling their claims or, more

likely, they do not fully understand how to protect their rights in the chapter 11 case (particularly

in light of the confusion created by the Chapter 11 Notice and Galileo’s schedules). On top of that,

out of those individuals who did file a proof of claim, approximately two-thirds of them appear to

be unaware that their claim is entitled to priority status under § 507(a)(7), potentially losing out on


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better plan treatment. While the Class members may inadvertently prejudice themselves when left

to their own devices, prosecuting the Class Claim would ensure that even the rights of the less

knowledgeable members are not left impaired and will be fairly treated under a plan.

In addition, the Class Representative’s prosecution of the Class Claim is desirable as it

allows her to have a seat at the table and represent the interests of the Class in any plan

negotiations. Without the Class Representative, the Class members would likely have no input on

a plan’s treatment of their claims before voting (thereby increasing the chances that a plan is

disfavored by a decisive minority of members) and would have no one to turn to who can provide

a reliable assessment of the plan (as Galileo will always recommend that they vote to accept). In

contrast, with the Class Representative involved, the Class members will have someone looking

out for their best interests, and Galileo cannot take advantage of their lack of representation.

Though some increase in costs and loss of efficiency may result from the Class

Representative participating in Galileo’s case, such participation will be more effective in

protecting the Class members’ rights, making the class-claim device the more superior method.

3.4 In the Alternative, the Court Should Extend the Claims Bar Date to Allow the

Customer Creditors to File Individual Proofs of Claim.

In the event that this Court intends to deny certification of the putative Class and disallows

the filing of a class proof of claim, the Class Representative, in the alternative, requests that the

Court extend the Claims Bar Date to allow the customer creditors to individually file their own

proofs of claim. See Gentry, 668 F.3d at 91 (“Of course, if the bankruptcy court denies the motion,

it should then establish a reasonable time within which the individual putative class members are

allowed to file individual proofs of claim.”).

4. CONCLUSION

For these reasons, the Class Representative respectfully requests that the Court enter an

order granting the Motion, applying Civil Rule 23 to the claims administration process in Galileo’s

case, and authorizing the Class Representative to file a class proof of claim on behalf of the Class.

/ / /

/ / /


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MDP\36846.00001\2080181.11 26

DATED: August 5, 2020 HAHN & HAHN LLP By: /s/ Matthew D. Pham Matthew D. Pham

Attorneys for Nanette Kearney, Creditor and Putative Class Representative


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MDP\36846.00001\2088182.3 1

DECLARATION OF NANETTE KEARNEY

I, Nanette Kearney, declare as follows:

1. I am a creditor and putative class representative of the putative class of similarly

situated creditors in the above-captioned chapter 11 cases of the debtors and debtors in possession

Galileo Learning, LLC (“Galileo”) and Galileo Learning Franchising LLC (“Galileo Franchising”

and together, with Galileo, the “Debtors”).

2. I make this declaration in support of the Class Representative’s Motion for Order

Applying Civil Rule 23 to Claims Administration Process and Authorizing Filing of Class Proof of

Claim (the “Motion”). Where the matters stated in this declaration are statements of fact that are

within my personal knowledge, they are true and correct. Where the matters stated in this

declaration are statements of fact that are not within my personal knowledge, they are based upon

information and belief and are true and correct to the best of my knowledge, information, and

belief. If called to testify, I could and would, without waiver of any applicable privilege, testify

competently to the matters stated in this declaration.

3. On or about February 10, 2020, I signed up for my child to attend two of Galileo’s

weeklong in-person camp programs scheduled for June 8–12, 2020, and July 13–17, 2020, and

paid $400 via credit card as a deposit, all of which was done online through Galileo’s website

(https://galileo-camps.com/). After signing up and paying, I received an email from Galileo (from

the email address [email protected]), which included a receipt and confirmation of my

purchase. For each weeklong camp program, in addition to purchasing the basic program

(originally priced at $509), I also purchased morning extended care (originally priced at $39) and

afternoon/evening extended care (originally priced at $79). After scholarships/financial assistance

and discounts/coupons were applied to my transaction, the final price for each weeklong camp

program was $200.

4. On or about March 16, 2020, I received another email from Galileo, informing me

that Galileo, at that time, was still expecting to run its 2020 camp programs as planned but that in

the event that it canceled its camp programs, “your entire purchase will be credited back to your

Galileo account and may be applied toward a Galileo camp purchase in 2021, 2022 or 2023 (at


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MDP\36846.00001\2088182.3 2

2020 prices).” In other words, Galileo would not be offering refunds to its customers.

5. On or about April 16, 2020, I received another email from Galileo, informing me

that it was canceling all of its in-person camp programs scheduled for summer 2020 and that it

was not going to be refunding any money to its customers. More specifically, on the subject of

refunds, Galileo’s email stated as follows:

As for your 2020 enrollment fees, we are automatically crediting them to your Galileo account for future use. As much as we would like to provide the option for a cash refund, the financial situation described above makes that impossible. The only way to both deliver to you the full value of your investment in camp, and to continue to serve our mission in the future, is to provide credit as follows:

• Usable anytime in the next 5 years (by 12/31/2025) • Transferable to siblings and friends • Can be used for:

o Spring/Summer 2020 virtual program offerings. o Galileo school-year programs. o Future Galileo summer camps. o Donate some or all of your balance to the Galileo Innovation for All fund,

which will provide low income students with financial aid for our virtual camp and next year’s offering.

o We’ve worked it out with our friends at DIY.org so you can use your credit for an annual membership in their incredible offering of creative classes, projects, and challenges.

o We will work to add more options over time, including options for smaller, live camps if the opportunity presents itself.

Look for an email explaining the mechanics of using your credit in the coming weeks. 6. Thereafter, I made multiple attempts to request a refund from Galileo of the $400

deposit that I had previously paid. I was adamant about obtaining a refund, rather than accepting

Galileo’s offered credit, as I believed that Galileo was contractually or legally obligated to refund

my money and I viewed Galileo keeping my deposit as me essentially giving Galileo an interest-

free loan that I never agreed to give. My efforts to request a refund from Galileo included calling

Galileo’s phone number listed on its website multiple times (where no one ever responded to or

returned my calls), sending multiple emails to Galileo (where all I ever received in response was

an automated email stating that Galileo was dealing with a high volume of emails), and making a

visit to Galileo’s headquarters in Oakland, California (which was not open to the public). In the

end, I was never able to reach or communicate with a live Galileo agent or representative in order

to even ask for a refund.


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7. On or about April 22, 2020, I formally retained Aiman-Smith & Marcy, P.C. to

represent me, as lead plaintiff and putative class representative, in filing a class action lawsuit

against the Debtors and their principal Glen Tripp.

8. On or about April 27, 2020, I received another email from Galileo, reiterating that

it was not going to be refunding any money to its customers by stating, “The hard truth is that as

much as we would have liked to offer full, or even half, refunds to all camper families, that simply

was not an option given our financial situation.” In that email, Galileo also requested that

I complete a survey as to my preference on various options (e.g., credit, refund, donation, etc.):

By Sunday, May 3, please complete the short survey below related to credit, donations, and refunds. Once we have responses in hand, we will add them up and determine if the requests for refunds are within our financial means. If we hear from a very large percentage of you, and if the vast majority are open to receiving credit, then we could potentially offer a refund to those who request it and need it most. But if we receive refund requests beyond our financial means, we will have to reevaluate the best path forward.

I promptly completed and submitted the online survey, where I indicated that I preferred to receive

a 100% refund. I, however, never received a refund.

9. In mid-April 2020, during my efforts to investigate how I could obtain a refund

from Galileo, I came across some online posts on the Nextdoor social networking platform, which

were written by two individuals also trying to figure out how to obtain a refund from Galileo.

I then contacted and communicated with those individuals to discuss possible options to

recovering our money, and we decided that we should raise awareness of our shared predicament

and locate other individuals or families adversely affected by Galileo’s cancelation of its camp

programs and failure to issue refunds in order to improve our collective power.

10. To get out the word, I spoke with multiple media outlets about Galileo. In addition,

on the Facebook social networking platform, we started a private group named “Concerned 2020

Camp Galileo Families for Covid-19 Refunds” (for which I serve as a moderator), which is open

to all those affected individuals and provides them with a forum to discuss their respective

situations, ask questions, gather information, network with and help other affected individuals, and

crowdsource possible solutions for recovering money from Galileo. That Facebook group now has

476 members. In addition to reading countless Facebook posts from affected individuals sharing


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their respective situations, I have also personally spoken to between a dozen to two dozen affected

individuals about their respective situations, and I believe that all of those situations essentially

mirror my own (i.e., they paid a deposit to Galileo for a since-canceled camp program and they

have been unable to obtain a refund).

11. Through all of the work that I have done (as described above), I have a thorough

understanding of the nature of the claims against Galileo, am sufficiently aware of the importance

and responsibility of my individual role as a class representative, and have a genuine and

substantial concern for the progress and result of these chapter 11 cases.

12. To the best of my knowledge and information, I am not aware of any conflicts of

interest between me and the putative class of similarly situated creditors or of any other

circumstances that would prevent me from fairly and adequately representing and protecting the

interests of that class.

I declare under penalty of perjury under the laws of the United States of America that the

foregoing is true and correct and that this declaration was executed on August 5, 2020, at Walnut

Creek, California.

Nanette Kearney


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MDP\36846.00001\2088239.4 1

DECLARATION OF JOHN LOFTON

I, John Lofton, declare as follows:

1. I am an attorney licensed to practice before this Court and of counsel with the law

firm Aiman-Smith & Marcy, P.C. (“Aiman-Smith & Marcy”), co-counsel to creditor and putative

class representative Nanette Kearney in the above-captioned chapter 11 cases of the debtors and

debtors in possession Galileo Learning, LLC (“Galileo”) and Galileo Learning Franchising LLC

(“Galileo Franchising” and together, with Galileo, the “Debtors”).





declaration are statements of fact that are not within my personal knowledge, they are derived

from information provided to me by Ms. Kearney or Aiman-Smith & Marcy or based upon

information and belief and are true and correct to the best of my knowledge, information, and

belief. If called to testify, I could and would, without waiver of any applicable privilege, testify

competently to the matters stated in this declaration. I am duly authorized to make this declaration

on behalf of Aiman-Smith & Marcy.

3. Ms. Kearney retained Aiman-Smith & Marcy to represent her, as lead plaintiff and

putative class representative, in filing a class action lawsuit against the Debtors and their principal

Glen Tripp (collectively, the “Defendants”). Thereafter, on April 23, 2020, Aiman-Smith &

Marcy, on behalf of Ms. Kearney, filed a class action complaint against the Defendants in the

United States District Court for the Northern District of California (the “District Court”),

commencing the civil action captioned as Kearney v. Galileo Learning, LLC, et al. and bearing

Case No. 3:20-cv-02807-JCS (the “District Court Action”). A true and correct of that complaint is

attached hereto as Exhibit 1.

4. In the District Court Action, Ms. Kearney’s complaint alleged that the Defendants

received deposits for spring and summer camps from thousands of individuals, then abruptly

canceled those camps, and thereafter refused to refund the deposits to those individuals.


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5. In the District Court Action, Aiman-Smith & Marcy, on behalf of Ms. Kearney,

sought to have a class certified pursuant to Rule 23 of the Federal Rules of Civil Procedure,

requesting that the class be defined as “[a]ll individuals who paid Defendants for spring and/or

summer camps that were canceled by Defendants without refund during the Class Period.”

However, the automatic stay arising out of the Debtors’ chapter 11 cases stayed the District Court

Action as against the Debtors, and no class has been certified by the District Court to date.

6. In connection with the Debtors’ chapter 11 cases, Ms. Kearney, in her capacity as

putative class representative of the putative class of similarly situated creditors, has continued to

retain Aiman-Smith & Marcy as class-action counsel and has also retained the law firm

Hahn & Hahn LLP (“Hahn & Hahn”) as bankruptcy counsel.

7. As set forth in the Motion, Aiman-Smith & Marcy and Hahn & Hahn seek to be

appointed as co-counsel for the putative class under Rule 23(g) of the Federal Rules of Civil

Procedure. Aiman-Smith & Marcy is qualified and competent in class-action-related matters and,

partnered with Hahn & Hahn, can properly represent the interests of the putative class in the

Debtors’ chapter 11 cases. Aiman-Smith & Marcy is experienced in prosecuting complex class

actions and has frequently been designated as class counsel. The firm has been appointed as lead

or co-lead counsel in many contested class actions and has recovered substantial monies for its

clients and class members. An overview of Aiman-Smith & Marcy, including the biographies of

the attorneys rendering services in these chapter 11 cases, is attached hereto as Exhibit 2. The

information contained in Exhibit 2 is correct to the best of my knowledge based on information

provided to me by the attorneys of Aiman-Smith & Marcy.


foregoing is true and correct and that this declaration was executed on August 5, 2020, at Oakland,

California.

John Lofton


EXHIBIT 1


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RANDALL B. AIMAN-SMITH (124599) JOHN A. LOFTON, ESQ. (222259) Aiman-Smith & Marcy, P.C. 7677 Oakport Street, Suite 1150 Oakland, CA 94621 Telephone: 510-817-2711 Facsimile: 510-562-6830 Email: [email protected]

[email protected]

Attorneys for Plaintiff Nanette Kearney

UNITED STATES DISTICT COURT

NORTHERN DISTICT OF CALIFORNIA

NANETTE KEARNEY, an individual,

Plaintiff,

v.

GALILEO LEARNING, LLC, a California limited liability company; GALILEO LEARNING FRANCHISING LLC, a California limited liability company; GLEN TRIPP, an individual; and DOES 1-10, inclusive,

Defendants.

Case No.

CLASS ACTION COMPLAINT

DEMAND FOR JURY TRIAL

Plaintiff Nanette Kearney (“Named Plaintiff”) is informed and believes and thereupon

alleges the following:

I. INTRODUCTION

1. Named Plaintiff brings these claims, individually and as a class action under

Federal Rule of Civil Procedure 23, against Defendants Galileo Learning, LLC, Galileo Learning

Franchising LLC, and Glen Tripp (collectively, “Galileo” or “Defendants”). These claims are

Case 3:20-cv-02807-JCS Document 1 Filed 04/23/20 Page 1 of 12

EXHIBIT 1 TO LOFTON DECL. Page 3


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asserted by Named Plaintiff in her capacity as class action representative on behalf of all similarly

situated persons (the “Class”).

2. The Class consists of all individuals who paid Defendants for spring and/or

summer camps in 2019-2020 that were canceled by Defendants without refund.

3. The Class Period is designated as the period from 3 years prior to the filing of this

action through the trial date.

4. As used herein, “Plaintiffs” means Named Plaintiff and all members of the Class.

5. Plaintiffs have been injured by Defendants’ failure to provide spring and/or

summer camps and related services and/or failure to provide refunds upon cancelation of said

camps.

6. For these injuries, Plaintiffs seek damages and penalties, or alternatively restitution,

as well as interest, attorney’s fees, costs, and injunctive relief.

7. All violations of law described herein are ongoing, are continuing at present, and

will continue unless and until enjoined by this Court.

8. Defendants knowingly and intentionally engaged in the conduct complained of

herein, and Defendants acted as alleged herein in willful and knowing violation of the law.

II. PARTIES

9. Defendant Galileo Learning, LLC is a California limited liability company,

registered to and conducting business in California, with its primary place of business in Oakland,

California. Galileo Learning, LLC operates spring and summer camps in California, Illinois, and

Colorado, including approximately 71 camps in California.

10. Defendant Galileo Learning Franchising LLC is a California limited liability

company, registered to and conducting business in California, with its primary place of business in




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Oakland, California. Plaintiffs are informed and believe and on that basis allege that Galileo

Learning Franchising LLC operates spring and summer camps in California, Illinois, and

Colorado, including approximately 71 camps in California.

11. Defendant Glen Tripp is the founder and principal of Galileo Learning, LLC and

Galileo Learning Franchising LLC. Plaintiffs are informed and believe and on that basis allege

that Mr. Tripp is a resident of California and is directly responsible for the wrongful acts alleged

herein.

12. Plaintiff Nanette Kearney is a resident of Walnut Creek, California. In February

2020, Ms. Kearney purchased two summer camp sessions for her child. At the time she purchased

the sessions, the agreement with Defendants provided that she could cancel and receive a refund,

subject only to a cancellation fee. When Defendants cancelled all their camps for 2020, Ms.

Kearney sought a refund and was denied.

13. Plaintiffs are ignorant of the true names or capacities of defendants named herein as

Does 1 through 10, inclusive, and therefore sue these defendants by these fictitious names. When

the names and capacities of these defendants are ascertained, Plaintiffs will amend this complaint

accordingly. Each of the defendants named herein or designated as a Doe is liable or in some

manner legally responsible for the events alleged herein.

III. JURISDICTION AND VENUE

14. This Court has subject matter jurisdiction of this action under the Class Action

Fairness Act, 28 U.S.C. § 1332, in that the estimated damages involved in the claims asserted

herein will exceed $5,000,000, and the Class members reside in different states.

15. This Court has personal jurisdiction over Defendants because Defendants either

reside in California or have their principal place of business in California and conduct the majority




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of their business in California.

16. Venue is proper in this Court pursuant to 28 U.S.C. § 1391(b)(2) because a

substantial part of the events or omissions giving rise to the claims asserted herein occurred in this

District. Venue is also proper in this Court pursuant to 28 U.S.C. § 1391(b)(1) because

Defendants are subject to this Court’s personal jurisdiction with respect to this civil action and

therefore resides in this District pursuant to 28 U.S.C. § 1391(c)(2). Venue is also proper in this

Court pursuant to 28 U.S.C. § 1391(d) because Defendants have sufficient contacts in this District

to establish personal jurisdiction in this District.

IV. GENERAL ALLEGATIONS

17. During the Class Period, Defendants operated approximately 83 spring and/or

summer camps – approximately 71 in California, 11 in Illinois, and 1 in Colorado – with each

camp having multiple sessions over the course of the spring and/or summer.

18. Defendants offered those camps to the public via their website, email marketing,

and otherwise. Pursuant to the terms of the agreement, anyone who purchased a camp session

could cancel for a refund. The exact terms appear to be inconsistent, with some materials stating

that reservations could be canceled at will, while other materials referred to a nominal cancellation

fee.

19. In 2019 and 2020, Plaintiff and the Class purchased numerous camps sessions for

2020. On or around March 13, 2020, Glen Tripp, on behalf of Defendants, appeared on TV and

represented that despite the COVID-19 pandemic, Defendants’ camps would continue to be

available and encouraged families to apply for scholarships. Similarly, in March and early April,

representatives of Defendants advised customers who called that the cancelation policy remained

in effect.




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20. In reliance on those representations, Plaintiffs did not cancel their camp sessions

and did not request a refund, and in some cases, were induced to purchase camp sessions for the

first time.

21. By mid-April 2020, the COVID-19 pandemic had grown exponentially worse, and

Defendants made the decision to cancel all 2020 camp sessions. Defendants have refused and

continue to refuse to provide any refunds. Instead, Defendants have offered credit towards future

camps.

22. While the decision to cancel was probably prudent, and due to factors that were not

the fault of any party, Defendants cannot simply retain Plaintiffs’ payments while not providing

the agreed services.

23. The offer of credit is inadequate, as many families are in dire straights themselves

due to the coronavirus, and have used their childcare budget to pay for these camps. A credit

towards a future camp in 2021 or later does nothing to address their immediate need for childcare.

Other families may not be in a position to use that credit in a later year.

V. CLASS ACTION ALLEGATIONS

24. Named Plaintiff brings this action on behalf of herself and as a class action

pursuant to Federal Rule of Civil Procedure 23.

25. The class that Named Plaintiff seeks to represent is defined as follows: All

individuals who paid Defendants for spring and/or summer camps that were canceled by

Defendants without refund during the Class Period.

26. The claims alleged by Named Plaintiff may properly be maintained as a class

action pursuant to Federal Rule of Civil Procedure 23 because the requirements of that Rule are

satisfied with respect to those claims.




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A. Numerosity

27. The total number of members of the Class is believed to be in excess of 20,000

persons. Accordingly, joinder of all class members would be impractical.

B. Commonality

28. There are numerous questions of law and fact common to the Class. Such

questions include, but are not limited to, the following:

(1) Whether Defendants, as a matter of common policy, breached their

contracts with Class members to allow cancelations for a refund;

(2) Whether Defendants negligently misrepresented that their camps would be

available despite the COVID-19 pandemic and the imminent cancelation of those camps by

Defendants; and

(3) Whether Defendants’ actions as described herein constitute violations of

California Business and Professions Code §17200, et seq.

C. Typicality

29. Named Plaintiff’s claims are typical of the claims of the Class. Named Plaintiff

and all members of the proposed Class are or were subjected to the same policies and procedures,

and their claims arise out of Defendants’ common course of conduct and are based on the same

legal and remedial theories.

D. Adequacy of Representation

30. Named Plaintiff will fairly and adequately protect the interests of the Class.

Named Plaintiff has retained competent and capable attorneys who are experienced trial lawyers

with significant experience in complex and class action litigation, including employment

litigation. Named Plaintiff and her counsel are committed to prosecuting this action vigorously on

behalf of the Class and have the financial resources to do so. Neither Named Plaintiff nor her

counsel have interests that are contrary to or that conflict with those of the Class.




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E. Propriety of Certification under FRCP 23(b)(3)

31. Questions of law and fact common to the Class, including the common question

described above, predominate over any questions affecting only individual members. Adjudication

of these common issues in a single action has important and desirable advantages of judicial

economy. Moreover, there are no unusual difficulties likely to be encountered in the management

of this case as a class action. The identity of each member of the proposed Class can be

established by records maintained by Defendants.

32. The class action mechanism is superior to any alternatives that might exist for the

fair and efficient adjudication of these claims. Prosecution of this case as a class action will

permit a large number of injured parties to pursue their common claims in a single forum, at the

same time, which will promote efficiency, prevent duplication of evidence and efforts, and

preserve judicial resources and the resources of the parties. A class action will avoid potentially

inconsistent results in numerous individual trials or other judicial actions. Further, class treatment

is the only realistic means by which Plaintiffs – many of whom are without substantial resources –

can effectively litigate against a large, well-represented corporate defendant like Defendants. In

the absence of a class action, Defendants will be unjustly enriched by the retention of the fruits

and benefits of its unlawful conduct. A multiplicity of repetitive individual actions would also

place an enormous burden on the courts.

F. Propriety of Certification under FRCP 23(b)(2)

33. Class certification is appropriate under FRCP 23(b)(2) because Defendants have

acted and/or refused to act, as alleged herein, on grounds generally applicable to the Class, making

appropriate declaratory and injunctive relief with respect to the Class as a whole. The Class

members are entitled to injunctive relief to end Defendants’ common, uniform, and unfair policies

and practices as described herein.




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VI. CAUSES OF ACTION

FIRST CAUSE OF ACTION

(Breach of Contract)

34. Plaintiffs incorporate the allegations above as though they were fully set forth

herein.

35. In the time period from 2019 through the present, Plaintiffs entered various

agreements with Defendants pursuant to which Plaintiffs paid consideration to Defendants in

exchange for Defendants providing summer camp sessions to Plaintiffs (or, primarily, their

children) in the spring and summer of 2020. The agreements contained a material term that the

agreements could be canceled for a refund, either at will or subject only to a nominal cancelation

fee.

36. In or around April 2020, Defendants breached those agreements by canceling the

camps due to the COVID-19 pandemic, but refusing to give any refunds to Plaintiffs.

37. Plaintiffs performed all required of them under the agreements, save such

performance as has been waived or excused by Defendants’ own conduct.

38. As a result of Defendants’ breach, Plaintiffs have been damaged in an amount to be

proved at trial.

SECOND CAUSE OF ACTION

(Negligent Misrepresentation)

39. Plaintiffs incorporate the allegations above as though they were fully set forth

herein.

40. As set forth above, on or around March 13, 2020, Glen Tripp, on behalf of

Defendants, appeared on FOX 2/KTVU and stated that Defendants’ camps were “full speed

ahead” and encouraged families to apply for scholarships. Additionally, in March and early April,




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some Class members called Defendants to inquire about the status of the camps and possible

cancellation, and was assured that the cancellation policy remained in effect

41. When Mr. Tripp and Defendants’ representatives made those representations on

behalf of Defendants, they had no reasonable grounds for believing that the representations were

true, and Mr. Tripp and Defendants’ representatives made the representations with the intent to

induce Plaintiffs to take the actions herein alleged.

42. As a proximate result of the negligent misrepresentations of Mr. Tripp and

Defendants’ representatives on behalf of Defendants, Plaintiffs were induced to act as described

above, by reason of which they have been damaged in an amount to be proved at trial.

THIRD CAUSE OF ACTION

(Restitution/Unfair Business Practices, Violation of California Bus. & Prof. Code §17200)

43. Plaintiff incorporates the allegations above as though they were fully set forth

herein.

44. Defendants’ conduct, as set forth above, violates the California Unfair Competition

Law, Bus. & Prof. Code §17200, et seq. (“UCL”). Defendants’ conduct constitutes unlawful,

unfair, or fraudulent business acts or practices in that they promoted their camps, accepted

payment for those camps in advance, continued to reassure Plaintiffs and the general public that

those camps would operate, then abruptly canceled those camps and refused to provide refunds.

45. As a result of Defendants’ unlawful, unfair, and fraudulent conduct, Plaintiffs have

suffered injury in fact and have lost money, while Defendants have been enriched by the retention

of those funds that are the property of Plaintiffs.

46. Plaintiffs are entitled to restitution of all amounts paid to Defendants for the

services not provided to them and which, through the unfair and unlawful practices alleged herein,

Defendants have not paid to Plaintiffs.




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47. Plaintiffs are informed and believe, and on that basis allege, that Defendants

continue to engage in the unlawful, unfair, and fraudulent practices as alleged herein, and that they

will continue to do so unless enjoined by this court.

48. Pursuant to Bus. & Prof. Code §17203, Plaintiffs seek declaratory and injunctive

relief for Defendants’ unlawful, unfair, and fraudulent conduct, and to recover restitution.

FOURTH CAUSE OF ACTION

(Rescission)

49. Plaintiff incorporates the allegations above as though they were fully set forth

herein.

50. As set forth above, in the time period from 2019 through the present, Plaintiffs

entered various agreements with Defendants pursuant to which Plaintiffs paid consideration to

Defendants in exchange for Defendants providing summer camp sessions to Plaintiffs (or,

primarily, their children) in the spring and summer of 2020. The agreements contained a material

term that the agreements could be canceled for a refund, either at will or subject only to a nominal

cancelation fee.

51. In or around April 2020, Defendants breached those agreements by canceling the

camps, but refusing to give any refunds to Plaintiffs.

52. Plaintiffs sought to rescind the agreements and recover their payments to

Defendants, but Defendants have refused to either perform or to refund any consideration.

53. Plaintiffs have no adequate remedy at law other than rescission.

/ / /

/ / /

/ / /




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WHEREFORE, Plaintiffs pray for relief against Defendants as follows:

1. That the Court certify this action as a class action on behalf of the Class pursuant to

Federal Rule of Civil Procedure 23;

2. That the Court designate Named Plaintiffs as representative of the Class;

3. That the Court appoint the law firm Aiman-Smith & Marcy, P.C. as class counsel;

4. That Defendants be ordered to pay all amounts owed to Plaintiffs and the Class

arising out of the actions complained of herein in an amount according to proof at trial, plus

penalties, interest, and costs;

5. That Defendants, at their own expense, be ordered to provide full and adequate

notice as required in class actions to all members of the Class;

6. That in addition to any constitutionally sufficient notice that is or might otherwise

be required in a class action, that Defendants be ordered to pay for all necessary efforts to actually

locate members of Plaintiff Class;

7. That Defendants be ordered to make full restitution of all amounts received and/or

retained and/or not paid to Plaintiffs by Defendants pursuant to California Business and

Professions Code § 17200, et seq.;

8. For damages according to proof;

9. For costs of suit herein incurred, including attorneys' fees; and

10. For such further relief as the court deems just and proper.

DATED: April 23, 2020 AIMAN-SMITH & MARCY, P.C.

_______________________________________ John A. Lofton, Esq. Attorney for Plaintiff Nanette Kearney




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DEMAND FOR JURY TRIAL

Plaintiff, on behalf of herself and the Class, hereby demands a jury on all causes of

action and claims with respect to which Plaintiff has a right to jury trial.

DATED: April 23, 2020 AIMAN-SMITH & MARCY, P.C.

_______________________________________ John A. Lofton, Esq. Attorney for Plaintiff Nanette Kearney




Case 3:20-cv-02807-JCS Document 1-1 Filed 04/23/20 Page 1 of 1



EXHIBIT 2


MDP\36846.00001\2089480.1

CURRICULUM VITAE OF AIMAN-SMITH & MARCY

FIRM BIOGRAPHY

Aiman-Smith & Marcy, PC, is a boutique plaintiffs’ law firm that has successfully litigated individual and class action cases for plaintiffs across a broad variety of areas, including unpaid wages, unpaid overtime, missed meal and rest breaks, uniformreimbursement, consumer fraud, securities fraud, employment discrimination, civil rights, sex harassment, wrongful termination, whistleblower retaliation, and others. The firm represents exclusively plaintiffs, in all aspects of litigation, including trial and appeals. Aiman-Smith & Marcy began in 2005, although the principals have worked together since 1997.

Aiman-Smith & Marcy, PC7677 Oakport Street, Suite 1150Oakland, CA 94621Tel.: 510-817-2711Fax: 510-562-6830 www.asmlawyers.com

ATTORNEYS RENDERING SERVICES IN THIS MATTER

RANDALL B. AIMAN-SMITH (SBN 124599)

Despite never graduating from high school or college, Randall Aiman-Smith was able to earn his Juris Doctor degree from Boalt Hall (University of California, Berkeley) School of Law in 1986. While at Boalt Hall, Mr. Aiman-Smith served as a member of the editorial board of the California Law Review and, additionally, on the Moot Court Board. Mr. Aiman-Smith was an adjunct faculty member at University of California, Hastings College of the Law for seven years and has been a frequent presenter at continuing educational seminars.

Mr. Aiman-Smith is admitted to practice in state and federal courts in California, including the Northern District, Central District, Ninth Circuit, and the Tenth Circuit Court of Appeals, and the California Supreme Court. Additionally, Mr. Aiman-Smith has been admitted pro hac vice in several other jurisdictions.

Over the 30 years that Mr. Aiman-Smith has been practicing law, he has worked exclusively as a litigator in the state and federal trial and appellate courts on behalf of



MDP\36846.00001\2089480.1 Firm RésuméAiman-Smith & MarcyPage 2

plaintiffs seeking to vindicate their rights under the law. Mr. Aiman-Smith has tried numerous cases in the state and federal courts and has taken at least twenty-five cases to judgment or verdict, including an individual discrimination verdict in excess of $1.6 million in Williams v. Union Pacific Railroad in 2009. Most recently, Mr. Aiman-Smithwas lead trial counsel in Aghmane v. Bank of America, which was successfully tried to a $1.6 million verdict on defamation and blacklisting in February 2018.

The firm and Mr. Aiman-Smith have taken approximately 25 matters to the state and federal courts of appeal on behalf of both appellants and respondents resulting in the creation of significant legal precedents favorable to plaintiffs. Published decisions where Mr. Aiman-Smith was counsel of record and had primary responsibility for writing briefs and making oral arguments include: Bergemann v. United States, 820 F.2d 1117 (10th Cir. 1987); Eidsmore v. R.B.B., Inc., 25 Cal.App.4th 1989 (1994); Rivero v. Superior Court (Smith) (1997) 54 Cal.App.4th 1048; Rivero v. City and County of San Francisco,316 F.3d 857 (9th Cir. 2002); Bradley v. Networkers International LLC (2012) 211 Cal.App.4th 1129; and Benton v. Telecom Network Specialists, Inc. (2013) 220Cal.App.4th 701.

JOHN A. LOFTON (SBN 222259) Of Counsel

Mr. Lofton graduated with a Bachelor of Arts degree in from University of Texas,Austin in 1998. Mr. Lofton graduated from the University of California School of Law(formerly Boalt Hall), in 2002 and was admitted to practice in California that same year.

Mr. Lofton began his career with Sonnenschein, Nath & Rosenthal (now SNR Denton). After acting as the class representative in Lofton v. Bank of America (N.D.Cal.3:07-cv-05892) and Lofton v. Verizon Wireless (VAW), LLC (308 F.R.D. 276 (N.D.Cal. 2015)), he dedicated his practice exclusively to representing individual plaintiffs against large corporations, unscrupulous employers, and anyone who seeks to defraud membersof the public.

Mr. Lofton currently serves as lead attorney prosecuting PAGA and class claims in North v. Layers, LLC, et al. (San Francisco Sup. Ct. Case No. CGC-19-577983;Paningbatan v. Motivate, LLC, et al. (N.D.Cal. 3:20-cv-04865); Briseno v. Acqua E Farina Ristorante, LLC (Alameda Sup. Ct. Case No. RG19045636); Eagles v. PentagonTechnologies Group, Inc. (Alameda Sup. Ct. Case No. RG19046330); and Arnold v. Edwin Trucking, Inc. (Los Angeles Sup. Ct. Case No. 20TRCV00191).




REPRESENTATIVE CASES FOR AIMAN-SMITH & MARCY

A representative list of significant class actions, representative actions, and jury trials in which the attorneys at Aiman-Smith & Marcy have served as lead counsel or co-class counsel includes:

Aghmane v. Bank of America NA, U.S. District Court, Northern District, Case No. No.: C 13-03698 DMR. ($1.6 million jury verdict on defamation and blacklisting in February2018) (Ninth Circuit Opinion reversing summary judgment on defamation andblacklisting claim appears at 696 Fed. Appx. 175 (9th Cir. 2017)).

Bean v. Hugo Boss Retail, Inc., U.S. District Court, Northern District, Case No. 3:13-cv-05921-RS (class action for uniform reimbursement, bag searches, and missed breaks)

Benton, et al. v. Telecom Network Specialists, Inc., Los Angeles County Superior Court, Case No. BC354230, published as (2013) 220 Cal.App.4th 701 (class action for overtime, meal and rest breaks; established important principles for class certification of wage and hour cases).

Booker, et al. v. Tanintco, Inc., Los Angeles County Superior Court, Case No. BC349267 (class action for overtime, meal and rest breaks)

Bradley, et al. v. Networkers International, LLC, San Diego County Superior Court, Case No. GIC 862417, published as (2012) 211 Cal.App.4th 1129 (class action for overtime, meal and rest breaks; established important principles for class certification of wage and hour cases).

Brawner v. Bank of America, United States District Court, Northern District of California, Case No. 3:2014cv02702 (class action for misclassification as exempt)

Brown v. Abercrombie & Fitch Co., 2014 U.S. Dist. LEXIS 19414, N.D. Cal., February 14, 2014, Case No.: 4:13-CV-05205 YGR (uniform reimbursement class action; 62,000 person class certified), consolidated with Bojorquez v. Abercrombie & Fitch Co., Southern District of Ohio, Case No. 2:16-cv-00551-MHW (250,000 employees) ($25 million settlement).

Cohen v. FedEx Office and Print Services, Inc., Alameda County Superior Court Case No. RG17810621 (consumer class action under Fair and Accurate Credit TransactionsAct)

Cruz v. Goodman Networks, Inc., U.S. District Court, Northern District, Case No. 4:2010cv03820 (misclassification).




Flournoy, et al. v. 3S Network, Inc., Contra Costa County Superior Court, Case No. C09-00113 (misclassification)

Green, et al. v. Presidio International, Inc. dba A|X Armani Exchange, San Francisco Superior Court, Case No. CGC 13-536365 (class action for uniform reimbursement, bag searches, and missed breaks)

Guess Outlet Stores Pricing Cases, Los Angeles County Superior Court Case No. JCCP 4883 (consumer retail pricing class actions)

Hernandez, et al. v. FocusMicro, Inc., U.S. District Court, Northern District, Case No. CV 11-05621 EDL (off-the-clock work and missed breaks)

Hurtado, et al. v. Lowe’s HIW, U.S. District Court, Northern District, Case No. CV-11-1996 (consumer class action under Song-Beverly Credit Card Act)

Holmes, et al. v. Big Five Sporting Goods, Los Angeles County Superior Court, Case No. JCCP4667 (consumer class action under Song-Beverly Credit Card Act)Jerominski v. Walgreen Co., consolidated as In re Walgreen Co. Wage and Hour Class Action, U.S. District Court, Central District of California, Case No. 11-cv-07664-PSG (FFMx) (40,000 employee class action for bag searches) ($23 million settlement)

Jones v. Armanino LLP, Alameda County Superior Court, Case No. RG 13-68105(consumer class action for accounting negligence)

Kulvicki, et al. v. Pick-N-Pull Auto Dismantlers, Alameda County Superior Court, Case No. RG11560441 (class action for misclassification)

Maldonado, et al. v. ME Cal, Inc., San Francisco County Superior Court, Case No. CGC-11-5109000 (class action for misclassification)

Mendes, et al. v. B-4 Partners, LLC, et al., Alameda County Superior Court, Case No. RG11603095, consolidated with Noble v. Greenberg Traurig, LLP, Alameda CountySuperior Court, Case No. RG11593201 (consumer class action for securities fraud, Ponzi scheme)

Milton v. Best Buy Stores, L.P., U. S. District Court, Central District of California, Case No. CV11-6913, consolidated as Gass, et al. v. Best Buy Stores, L.P., U.S. District Court, Central District of California, Case No. CV 11-01507 SJO (JCGx) (consumer class action under the Song-Beverly Credit Card Act)




Nakooka v. Dollar Tree Stores, Inc., U.S. District Court, Northern District of California, Case No. 3:17-CV-03955-JD (employee class action for uniform reimbursement)

Ortiz v. CVS Caremark Corporation, et al., U.S. District Court, Northern District of California, Case No. CV 12-05859 EDL; related with Murphy v. CVS Caremark Corp., Los Angeles County Superior Court No. BC464785 (30,000 employee class action for bag searches, off-the-clock work) ($12.75 million settlement)

Price, et al. v. EXI Parsons Telecom, Los Angeles County Superior Court, Case No. BC351252 (class action for overtime, meal and rest breaks)

Rivera v. Uniqlo California, LLC, U.S. District Court for the Central District of California, Case No. 17-CV-02848-JAK (JPR) (uniform reimbursement class action)

Robinson, et al. v. Defender Security Company, Alameda County Superior Court, Case No. RG10505016 (class action for misclassification and off-the-clock work)

Saberi, et al. v. Bridgestone Firestone Retail & Commercial Operations, AlamedaCounty Superior Court. Case No. RG08406555 ($14 million settlement)Smith, et al. v. S.Com, Inc., San Francisco County Superior Court, Case No. CGC-02-412968 (misclassification class action)

Westman, et al. v. Rogers Family Funeral Homes, Contra Costa County Superior Court, Case No. C 98-03165 (consumer class action for negligence)

Williams v. Bank of America, N.A., U.S. District Court, Central District of California, Case No. SACV 15-01597 AG (KESx) (misclassification class action)

Williams v. Union Pacific Railroad Co., Alameda County Superior Court Case No. RG 06251955 (race discrimination jury verdict of $1.6 million)

Zimmelman Jewelry v. CrossCheck, Sonoma County Superior Court, Case No. SCV 229654 (consumer class action for unfair business practices)



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MDP\36846.00001\2088294.3 1

DECLARATION OF DEAN G. RALLIS JR.

I, Dean G. Rallis Jr., declare as follows:

1. I am an attorney licensed to practice before this Court and of counsel with the law

firm Hahn & Hahn LLP (“Hahn & Hahn”), co-counsel to creditor and putative class representative

Nanette Kearney in the above-captioned chapter 11 cases of the debtors and debtors in possession

Galileo Learning, LLC (“Galileo”) and Galileo Learning Franchising LLC (“Galileo Franchising”

and together, with Galileo, the “Debtors”).





declaration are statements of fact that are not within my personal knowledge, they are derived

from information provided to me by Ms. Kearney or Hahn & Hahn or based upon information and

belief and are true and correct to the best of my knowledge, information, and belief. If called to

testify, I could and would, without waiver of any applicable privilege, testify competently to the

matters stated in this declaration. I am duly authorized to make this declaration on behalf of

Hahn & Hahn.

3. In connection with the Debtors’ chapter 11 cases, Ms. Kearney, in her capacity as

putative class representative of the putative class of similarly situated creditors, has retained the

law firm Aiman-Smith & Marcy, P.C. (“Aiman-Smith & Marcy”) as class-action counsel and

Hahn & Hahn as bankruptcy counsel.

4. At the outset of these chapter 11 cases, Galileo filed a motion seeking the Court’s

approval to offer “settlement” options to the customer creditors who had paid deposits for

Galileo’s since-canceled camp programs in lieu of them retaining their prepetition claim against

Galileo. Following the filing of that motion, I, on behalf of Ms. Kearney, contacted Neal Wolf,

counsel for Galileo, to inform him that Ms. Kearney objected to the relief sought in the motion.

5. Due to that informal objection, counsel for Galileo and Ms. Kearney, including

Mr. Wolf and myself, held extensive discussions and negotiations regarding the options being


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MDP\36846.00001\2088294.3 2

offered to the customer creditors. In the end, the parties were able to agree to and finalize the

terms of the options offered and form of the notice sent to the customer creditors, which were

reflected in the Court’s order granting Galileo’s motion.

6. I have reviewed the claims register for Galileo’s chapter 11 case, which reflects that

101 proofs of claim have been filed in the case as of August 2, 2020. A true and correct copy of a

printout of the electronically available claims register for Galileo’s chapter 11 case, as of

August 2, 2020, is attached hereto as Exhibit 3.

7. As set forth in the Motion, Hahn & Hahn and Aiman-Smith & Marcy seek to be

appointed as co-counsel for the putative class under Rule 23(g) of the Federal Rules of Civil

Procedure. Hahn & Hahn is qualified and competent in bankruptcy-related matters and, partnered

with Aiman-Smith & Marcy, P.C., can properly represent the interests of the putative class in the

Debtors’ chapter 11 cases. Hahn & Hahn is well qualified to provide bankruptcy-related advice

and representation, particularly in chapter 11 cases. The firm’s attorneys have extensive

experience and knowledge in matters of bankruptcy, insolvency, business reorganization, financial

restructuring, and debtor-creditor relations and in the representation of operating debtors,

creditors, creditors’ committees, and trustees in bankruptcy cases. An overview of Hahn &

Hahn’s bankruptcy and financial restructuring practice group, including the biographies of the

attorneys rendering services in these chapter 11 cases, is attached hereto as Exhibit 4.


foregoing is true and correct and that this declaration was executed on August 5, 2020, at

Pasadena, California.

/s/ Dean G. Rallis Jr. Dean G. Rallis Jr.


EXHIBIT 3


8/3/2020 CANB Live Database

https://ecf.canb.uscourts.gov/cgi-bin/SearchClaims.pl?674370875825326-L_1_0-1 1/22

California Northern Bankruptcy CourtClaims Register

20-40857 Galileo Learning, LLC and Galileo Learning Franchising LLC

Judge: Roger L. Efremsky Chapter: 11Office: Oakland Last Date to file claims: 09/08/2020Trustee: Last Date to file (Govt):

Creditor: (15158449) Heather Katz771 Vernon Ave.Glencor, IL 60022

Claim No: 1Original Filed Date: 05/07/2020Original Entered Date: 05/07/2020

Status: Filed by: CR Entered by: ePOC Modified:

Amount claimed: $1417.00 Priority claimed: $1417.00

History:Details 1-1 05/07/2020 Claim #1 filed by Heather Katz, Amount claimed: $1417.00 (ePOC)

Description:Remarks:

Creditor: (15161240) Lisa Williams1401 Vancouver AveBurlingame, CA 94010




History:Details 2-1 05/16/2020 Claim #2 filed by Lisa Williams, Amount claimed: $479.00 (ePOC)


Creditor: (15161701) Aaron Krause1170 Foster City Blvd#307United StatesFoster City, CA 94404-9440



Amount claimed: $4090.00

History:Details 3-1 05/18/2020 Claim #3 filed by Aaron Krause, Amount claimed: $4090.00 (ePOC)


Creditor: (15161752) Danny Kourouklis9242 Marion AveMorton Grove, IL 60053




History:Details 4-1 05/18/2020 Claim #4 filed by Danny Kourouklis, Amount claimed: $2144.00 (ePOC)


EXHIBIT 3 TO RALLIS DECL Page 3


https://ecf.canb.uscourts.gov/cgi-bin/DktRpt.pl?581055

https://ecf.canb.uscourts.gov/cgi-bin/ClaimHistory.pl?581055,1-1,2194688,20-40857

https://ecf.canb.uscourts.gov/cgi-bin/show_doc.pl?caseid=581055&claim_id=36410969&claim_num=1-1&magic_num=MAGIC









Creditor: (15161811) George Pratikakis407 S Carol LnMount Prospect, IL 60056




History:Details 5-1 05/19/2020 Claim #5 filed by George Pratikakis, Amount claimed: $2584.00 (ePOC)


Creditor: (15161952) Marina Pratikakis2332 Indian Ridge DriveGlenview, IL 60026




History:Details 6-1 05/19/2020 Claim #6 filed by Marina Pratikakis, Amount claimed: $2144.00 (ePOC)


Creditor: (15162062) Evelyn Giannakakis4025 Blake LaneGlenview, IL 60026




History:Details 7-1 05/19/2020 Claim #7 filed by Evelyn Giannakakis, Amount claimed: $2563.00 (ePOC)


Creditor: (15163350) Andrew Singer6141 S Rockridge BlvdOakland, CA 94618




History:Details 8-1 05/22/2020 Claim #8 filed by Andrew Singer, Amount claimed: $2902.02 (ePOC)


Creditor: (15163889) Wells Fargo Bank, N.A.800 Walnut StreetMAC F0005-055Des Moines, IA 50309




History:Details 9-1 05/26/2020 Claim #9 filed by Wells Fargo Bank, N.A., Amount claimed: $19324.57 (ePOC)

Description:Remarks: (9-1) Account Number (last 4 digits):8371















Creditor: (15163941) Jennifer Chin2820 Bayview DriveAlameda, CA 94501




History:Details 10-1 05/26/2020 Claim #10 filed by Jennifer Chin, Amount claimed: $988.00 (ePOC)


Creditor: (15163951) Amanda Kaleta-Kott243 Iowa StreetUnited StatesOak Park, IL 60302-6030




History:Details 11-1 05/26/2020 Claim #11 filed by Amanda Kaleta-Kott, Amount claimed: $1636.00 (ePOC)


Creditor: (15164013) Elisa Andrews1640 Espana CourtUnited StatesMorgan Hill, CA 95037-9503




History:Details 12-1 05/26/2020 Claim #12 filed by Elisa Andrews, Amount claimed: $4124.00 (ePOC)


Creditor: (15164017) Ivana Darmawan1653 Curtis AveManhattan Beach, CA 90266




History:Details 13-1 05/26/2020 Claim #13 filed by Ivana Darmawan, Amount claimed: $748.00 (ePOC)


Creditor: (15164021) Hui Yee Lim3335 Cardin AvenueUnited StatesSan Jose, CA 95118-9511




History:Details 14-1 05/26/2020 Claim #14 filed by Hui Yee Lim, Amount claimed: $1347.00 (ePOC)
















Creditor: (15164065) Ashley Hutti & Mark Brusius2355 W Moffat St.Chicago, IL 60647United StatesChicago, IL 60647




History:Details 15-1 05/26/2020 Claim #15 filed by Ashley Hutti & Mark Brusius, Amount claimed: $1227.00 (ePOC)


Creditor: (15164148) Seoyoung Moon776 Bryant StUnited StatesPALO ALTO, CA 94301-9430




History:Details 16-1 05/26/2020 Claim #16 filed by Seoyoung Moon, Amount claimed: $819.00 (ePOC)


Creditor: (15164295) Elena Goryainova72 Woodstone DrBuffalo Grove IL 60089


Status: Filed by: CR Entered by: dts Modified:


History:Details 17-1 05/26/2020 Claim #17 filed by Elena Goryainova, Amount claimed: $3698.00 (dts)


Creditor: (15165824) Jessica Presto62 SAN GABRIEL AVEUnited StatesSAN FRANCISCO, CA 94112-9411




History:Details 18-1 05/27/2020 Claim #18 filed by Jessica Presto, Amount claimed: $868.00 (ePOC)


Creditor: (15166940) Erica Weiss-Laroche550 Apollo CtVallejo, CA 94597-9459




History:Details 19-1 05/27/2020 Claim #19 filed by Erica Weiss-Laroche, Amount claimed: $1094.00 (ePOC)
















Creditor: (15166997) John Messier1082 Winton DrWalnut Creek, CA 94598




History:Details 20-1 05/27/2020 Claim #20 filed by John Messier, Amount claimed: $888.00 (ePOC)


Creditor: (15167000) Gaofeng Zhao3611 Lupine AvenuePalo Alto, CA 94303-9430




History:Details 21-1 05/27/2020 Claim #21 filed by Gaofeng Zhao, Amount claimed: $2844.00 (ePOC)


Creditor: (15167440) Elaine Nagashima1643 Saint Francis WaySan Carlos, CA 94070-9407




History:Details 22-1 05/28/2020 Claim #22 filed by Elaine Nagashima, Amount claimed: $918.00 (ePOC)


Creditor: (15167480) Ashley Seong Eun Kim1078 Clark WayPalo Alto, CA 94304




History:Details 23-1 05/29/2020 Claim #23 filed by Ashley Seong Eun Kim, Amount claimed: $419.00 (ePOC)


Creditor: (15167751) Dalya Willingham14527 S white avecompton, CA 90221




History:Details 24-1 05/29/2020 Claim #24 filed by Dalya Willingham, Amount claimed: $762.00 (ePOC)
















Creditor: (15167752) Deborah Bunin2700 Belmont Canyon RdBelmont, CA 94002




History:Details 25-1 05/29/2020 Claim #25 filed by Deborah Bunin, Amount claimed: $2190.00 (ePOC)


Creditor: (15167999) Anna Kornacka Family755 Vernon AveUnited StatesGlencoe, IL 60022-6002




History:Details 26-1 05/29/2020 Claim #26 filed by Anna Kornacka Family, Amount claimed: $1262.00 (ePOC)


Creditor: (15168210) John Topinka1104 Asbury AveEvanston, IL 60202-1183




History:Details 27-1 05/31/2020 Claim #27 filed by John Topinka, Amount claimed: $858.00 (ePOC)


Creditor: (15168212) Hye Ran Yang3130 Lubbock PlaceFremont, CA 94536




History:Details 28-1 05/31/2020 Claim #28 filed by Hye Ran Yang, Amount claimed: $1227.00 (ePOC)


Creditor: (15168209) Jennifer Lamantia3112 Monterey StreetUnited StatesSan Mateo, CA 94403-9440




History:Details 29-1 05/31/2020 Claim #29 filed by Jennifer Lamantia, Amount claimed: $1487.00 (ePOC)
















Creditor: (15168382) Kathryn Long3027 Payne St.Evanston, IL 60201




History:Details 30-1 06/01/2020 Claim #30 filed by Kathryn Long, Amount claimed: $738.00 (ePOC)


Creditor: (15168517) Staples Business AdvantageStaples/Tom Riggleman7 Technology CircleColumbia SC 29203


Status: Filed by: CR Entered by: pw Modified:


History:Details 31-1 05/29/2020 Claim #31 filed by Staples Business Advantage, Amount claimed: $14655.76 (pw)


Creditor: (15168618) Michael Zivin3386 Stage Coach DrUnited StatesLafayette, CA 94549-9454




History:Details 32-1 06/01/2020 Claim #32 filed by Michael Zivin, Amount claimed: $1134.00 (ePOC)


Creditor: (15168625) Kasumi Widner121 Sunnydale AveSan Carlos, CA 94070-9407




History:Details 33-1 06/01/2020 Claim #33 filed by Kasumi Widner, Amount claimed: $2271.00 (ePOC)


Creditor: (15168661) Emily Goswami1801 High StreetAlameda, CA 94501




History:Details 34-1 06/02/2020 Claim #34 filed by Emily Goswami, Amount claimed: $698.00 (ePOC)

Description:Remarks: (34-1) Filer Comment: Submitted for 2 camps 349 each















Creditor: (15168826) HistoryElisa Kung23515 Fernhill Dr.Los Altos CA 94024


Status: Filed by: CR Entered by: rs Modified:

Amount claimed: $1086.00 Secured claimed: $1086.00

History:Details 35-1 06/01/2020 Claim #35 filed by Elisa Kung, Amount claimed: $1086.00 (rs)


Creditor: (15169143) Paul Girard1104 Larker AveLos Angeles, CA 90042




History:Details 36-1 06/02/2020 Claim #36 filed by Paul Girard, Amount claimed: $968.00 (ePOC)


Creditor: (15169155) Michelle Smith2933 North Lincoln StreetUnited StatesBurbank, CA 91504-9150




History:Details 37-1 06/02/2020 Claim #37 filed by Michelle Smith, Amount claimed: $819.00 (ePOC)


Creditor: (15169164) Ankit Mehta1570 Wakefield TerraceLos Altos, CA 94024




History:Details 38-1 06/02/2020 Claim #38 filed by Ankit Mehta, Amount claimed: $2534.00 (ePOC)


Creditor: (15169261) Jill DiGiacomo Family3110 Fernside Blvd.United StatesAlameda, CA 94501-9450




History:Details 39-1 06/03/2020 Claim #39 filed by Jill DiGiacomo Family, Amount claimed: $1096.00 (ePOC)




https://ecf.canb.uscourts.gov/cgi-bin/CredHistory.pl?581055,15168826













Creditor: (15169350) Amy Bolton1065 Middle AveMenlo Park, CA 94025




History:Details 40-1 06/03/2020 Claim #40 filed by Amy Bolton, Amount claimed: $419.00 (ePOC)


Creditor: (15167390) 1 To obtain a copy of the creditorslist, please contact the debtor'snoticing/claims agent, Stretto,at: https://cases.stretto.com/galileo .


Status: Filed by: CR Entered by: ePOC Modified: 06/04/2020


History:Details 41-1 06/03/2020 Claim #41 filed by 1 To obtain a copy of the creditors, Amount claimed: $1150.00 (ePOC)

Description:Remarks: (41-1) DEFECTIVE: missing creditor name & address

Creditor: (15169530) Sandra Fash230 Alamos PlaceSan Ramon, CA 94583




History:Details 42-1 06/03/2020 Claim #42 filed by Sandra Fash, Amount claimed: $2324.00 (ePOC)


Creditor: (15169797) Kristina Ho915 Buckland AveSan Carlos, CA 94070




History:Details 43-1 06/04/2020 Claim #43 filed by Kristina Ho, Amount claimed: $409.00 (ePOC)


Creditor: (15169880) April Pietsch230 Winchester CourtFoster City, CA 94404-3543




History:Details 44-1 06/04/2020 Claim #44 filed by April Pietsch, Amount claimed: $1363.00 (ePOC)
















Creditor: (15170293) Bonnie Lai848 W Roscoe StApt 1Chicago, IL 60657




History:Details 45-1 06/06/2020 Claim #45 filed by Bonnie Lai, Amount claimed: $1004.00 (ePOC)


Creditor: (15170308) Angela Lai1348 El Camino RealApt 2Burlingame, CA 94010-4712




History:Details 46-1 06/07/2020 Claim #46 filed by Angela Lai, Amount claimed: $1250.00 (ePOC)


Creditor: (15170390) Melanie Bender6109 Melvil StCulver City, CA 90232




History:Details 47-1 06/07/2020 Claim #47 filed by Melanie Bender, Amount claimed: $3140.00 (ePOC)


Creditor: (15170392) Galileo Learning, LLC2803 Toyon DriveSanta Clara, CA 95051




History:Details 48-1 06/07/2020 Claim #48 filed by Galileo Learning, LLC, Amount claimed: $1401.00 (ePOC)

Description:Remarks: (48-1) Defective: Incorrect creditor

Creditor: (15170393) Steve Babayan1325 Montclaire WayLos Altos, CA 94024




History:Details 49-1 06/07/2020 Claim #49 filed by Steve Babayan, Amount claimed: $3312.00 (ePOC)
















Creditor: (15170519) Monita Ng2048 Green StreetApt 3San Francisco, CA 94123-4822




History:Details 50-1 06/08/2020 Claim #50 filed by Monita Ng, Amount claimed: $4250.00 (ePOC)


Creditor: (15170523) Theresa WilkersonPO Box 16063Oakland, CA 94610-1606




History:Details 51-1 06/08/2020 Claim #51 filed by Theresa Wilkerson, Amount claimed: $200.00 (ePOC)


Creditor: (15170559) Susanna Leung18840 Pendergast AveCupertino, CA 95014




History:Details 52-1 06/08/2020 Claim #52 filed by Susanna Leung, Amount claimed: $459.00 (ePOC)


Creditor: (15170842) Michele Neitz2658 23rd Ave.San Francisco, CA 94116




History:Details 53-1 06/09/2020 Claim #53 filed by Michele Neitz, Amount claimed: $1047.00 (ePOC)


Creditor: (15170850) Cherilyn Tarallo2407 Sebald AvenueRedondo Beach, CA 90278




History:Details 54-1 06/09/2020 Claim #54 filed by Cherilyn Tarallo, Amount claimed: $498.00 (ePOC)
















Creditor: (15161972) HistoryInternal Revenue ServiceCentralized Insolvency OperationPost Office Box 7346Philadelphia, PA 19101-7346


Status: Filed by: CR Entered by: Mikeal Smith Modified:

Amount claimed: $25301.60 Secured claimed: $0.00 Priority claimed: $24801.60

History:Details 55-1 06/10/2020 Claim #55 filed by Internal Revenue Service, Amount claimed: $25301.60 (Smith, Mikeal)


Creditor: (15171211) Joanna Kaplan2410 Asbury Rd.Northbrook, IL 60062


Status: Filed by: CR Entered by: lm Modified:


History:Details 56-1 06/10/2020 Claim #56 filed by Joanna Kaplan, Amount claimed: $1815.00 (lm)


Creditor: (15171236) Licege Dressler874 Flin WaySunnyvale, CA 94087




History:Details 57-1 06/10/2020 Claim #57 filed by Licege Dressler, Amount claimed: $4869.00 (lm)

Description: (57-1) DEFECTIVE ENTRY: PDF missing page 3 of proof of claim.Remarks:

Creditor: (15171252) Deanna Stamm823 14th StreetHermosa Beach, CA 90254




History:Details 58-1 06/09/2020 Claim #58 filed by Deanna Stamm, Amount claimed: $818.00 (lm)


Creditor: (15171254) Beth Richardson2049 Illinois RoadNorthbrook,IL 60062


Status: Filed by: CR Entered by: lm Modified: 06/11/2020


History:Details 59-1 06/10/2020 Claim #59 filed by Beth Richardson, Amount claimed: $409.00 (lm)

Description: (59-1) DEFECTIVE ENTRY: PDF missing page 2 of proof of claim.Remarks:
















Creditor: (15171291) Laleh Rabieirad26618 Nokomis RdRancho Palos Verdes, CA 90275




History:Details 60-1 06/10/2020 Claim #60 filed by Laleh Rabieirad, Amount claimed: $778.00 (ePOC)


Creditor: (15171540) Daniel Shelton744 E Palm St.Altadena, CA 91001




History:Details 61-1 06/11/2020 Claim #61 filed by Daniel Shelton, Amount claimed: $976.00 (ePOC)


Creditor: (15171775) Amy Pang1508 Aster CtCupertino, CA 95014




History:Details 62-1 06/11/2020 Claim #62 filed by Amy Pang, Amount claimed: $2002.00 (ePOC)


Creditor: (15171842) Lynn M Thompson20 Los Altos SquareLos Altos, CA 94022




History:Details 63-1 06/11/2020 Claim #63 filed by Lynn M Thompson, Amount claimed: $1235.00 (ePOC)


Creditor: (15172136) Dana Silberberg Sahar2031 Lyon AveBelmont, CA 94002




History:Details 64-1 06/12/2020 Claim #64 filed by Dana Silberberg Sahar, Amount claimed: $888.00 (ePOC)
















Creditor: (15172308) Amy Morales744 E Palm StAltadena, CA 91001




History:Details 65-1 06/12/2020 Claim #65 filed by Amy Morales, Amount claimed: $493.00 (ePOC)


Creditor: (15172552) Ryan Million905 van auken circlePalo Alto, CA 94303




History:Details 66-1 06/14/2020 Claim #66 filed by Ryan Million, Amount claimed: $1711.00 (ePOC)


Creditor: (15172794) WILBUR LIN80 W. SIERRA MADRE BOULEVARDSUITE 320SIERRA MADRE, CA 91024SIERRA MADRE, CA 91024




History:Details 67-1 06/15/2020 Claim #67 filed by WILBUR LIN, Amount claimed: $976.00 (ePOC)


Creditor: (15172987) Yi Zhang3834 Pimlico DrivePleasanton, CA 94588




History:Details 68-1 06/16/2020 Claim #68 filed by Yi Zhang, Amount claimed: $2724.00 (ePOC)


Creditor: (15173014) American Express National Bankc/o Becket and Lee LLP


Status: Withdraw 98Filed by: CR Entered by: Elizabeth Redmond Modified:











https://ecf.canb.uscourts.gov/cgi-bin/show_doc.pl?caseid=581055&de_seq_num=403&dm_id=36526347&doc_num=98



PO Box 3001Malvern PA 19355-0701


History:Details 69-1 06/16/2020 Claim #69 filed by American Express National Bank, Amount claimed: $1430.31 (Redmond, Elizabeth)

98 06/24/2020 Withdrawal of Claim: 69 Filed by Creditor American Express National Bank. (Bharatia, Shraddha) Status:Withdraw


Creditor: (15173311) Kimberley Girard921 CROCKETT AVECAMPBELL, CA 95008




History:Details 70-1 06/16/2020 Claim #70 filed by Kimberley Girard, Amount claimed: $3272.00 (ePOC)


Creditor: (15173421) Natalie Gardiner16 Warwick Ct.Lafayette, CA 94549




History:Details 71-1 06/16/2020 Claim #71 filed by Natalie Gardiner, Amount claimed: $1531.00 (ePOC)


Creditor: (15173764) Stephanie Roseman918 Meadow RoadNorthbrook, IL 60062


Status: Filed by: CR Entered by: lb Modified:


History:Details 72-1 06/17/2020 Claim #72 filed by Stephanie Roseman, Amount claimed: $459.00 (lb)


Creditor: (15173781) Po K Yuen38762 Almaden PlFremont, CA 94536


Status: Filed by: CR Entered by: lb Modified:


History:Details 73-1 06/17/2020 Claim #73 filed by Po K Yuen, Amount claimed: $1636.00 (lb)

















Creditor: (15175215) Roxanne Jen514 South Eldorado St., Unit BSan Mateo, CA 94402




History:Details 74-1 06/22/2020 Claim #74 filed by Roxanne Jen, Amount claimed: $2162.00 (ePOC)


Creditor: (15175227) Meliana Gunawan3640 E.Del Mar Bl.Pasadena, CA 91107




History:Details 75-1 06/22/2020 Claim #75 filed by Meliana Gunawan, Amount claimed: $628.50 (ePOC)


Creditor: (15175234) Andrea Lee1215 Oakshire CourtWalnut Creek, CA 94598




History:Details 76-1 06/22/2020 Claim #76 filed by Andrea Lee, Amount claimed: $1089.00 (ePOC)


Creditor: (15175654) Sona Iliffe-Moon1045 Ringwood AveMenlo Park, CA 94025-9402




History:Details 77-1 06/23/2020 Claim #77 filed by Sona Iliffe-Moon, Amount claimed: $1046.00 (ePOC)


Creditor: (15175854) Cherie Edson2534 Noble AveAlameda CA 94501




History:Details 78-1 06/23/2020 Claim #78 filed by Cherie Edson, Amount claimed: $1377.00 (dts)
















Creditor: (15176017) Sharon Y. Leavitt330 Florence AveOakland Ca 94618




History:Details 79-1 05/19/2020 Claim #79 filed by Sharon Y. Leavitt, Amount claimed: $2045.00 (dts)


Creditor: (15176787) Todor Ganev940 Embarcadero RdPalo Alto, CA 94303




History:Details 80-1 06/26/2020 Claim #80 filed by Todor Ganev, Amount claimed: $1088.00 (ePOC)


Creditor: (15174375) Ann Hsieh691 Drucilla DrUnited StatesMountain View, CA 94040-9404




History:Details 81-1 06/28/2020 Claim #81 filed by Ann Hsieh, Amount claimed: $848.00 (ePOC)


Creditor: (15178387) Ellen Veomettt2814 Prince StreetUnited StatesBerkeley, CA 94705-9470




History:Details 82-1 06/30/2020 Claim #82 filed by Ellen Veomettt, Amount claimed: $528.00 (ePOC)


Creditor: (15178637) 232 Wildwood AveUnited StatesPiedmont, CA 94610-9461




History:Details 83-1 06/30/2020 Claim #83 filed by 232 Wildwood Ave, Amount claimed: $459.00 (ePOC)

Description: (83-1) No creditor name providedRemarks: (83-1) Account Number (last 4 digits):0857















Creditor: (15178866) HistoryStaplesStaples TechnologyAttn: Daneen Lotsey1096 East Newport Center Dr. #300Deerfield Beach FL 33442




History:Details 84-1 06/30/2020 Claim #84 filed by Staples, Amount claimed: $9270.59 (pw)


Creditor: (15179338) Christopher Welsh615 3rd AvenueSan Francisco, CA 94118




History:Details 85-1 06/30/2020 Claim #85 filed by Christopher Welsh, Amount claimed: $1731.00 (ePOC)


Creditor: (15179438) Jessie Huang7 Evergreen CtMillbrae, CA 94030-9403




History:Details 86-1 07/01/2020 Claim #86 filed by Jessie Huang, Amount claimed: $986.00 (ePOC)


Creditor: (15180368) Maureen Yu2879 Louis RdPalo Alto, CA 94303




History:Details 87-1 07/01/2020 Claim #87 filed by Maureen Yu, Amount claimed: $1796.00 (ePOC)


Creditor: (15180696) Liesl Heil Morell300 Channing Rd.Burlingame CA 94010




History:Details 88-1 07/02/2020 Claim #88 filed by Liesl Heil Morell, Amount claimed: $787.00 (pw)

















Creditor: (15182143) Wanwisa Alexander1908 Appia Ct.Walnut Creek CA 94598




History:Details 89-1 07/07/2020 Claim #89 filed by Wanwisa Alexander, Amount claimed: $838.00 (pw)


Creditor: (15182580) Wendy J. Hill409 Alder LaneSan Mateo, CA 94403




History:Details 90-1 07/09/2020 Claim #90 filed by Wendy J. Hill, Amount claimed: $465.25 (ePOC)


Creditor: (15182788) American Express Travel Related Services Co, Incc/o Becket and Lee LLPPO Box 3001Malvern PA 19355-0701


Status: Filed by: CR Entered by: Greg Deegan Modified:


History:Details 91-1 07/10/2020 Claim #91 filed by American Express Travel Related Services Co, Inc, Amount claimed: $59030.45

(Deegan, Greg)


Creditor: (15182831) Jason Pretzlaf27 Green Bay CtWalnut Creek, CA 94595


Status: Withdraw 118Filed by: CR Entered by: ePOC Modified:


History:Details 92-1 07/10/2020 Claim #92 filed by Jason Pretzlaf, Amount claimed: $1164.00 (ePOC)

118 07/13/2020 Withdrawal of Claim: 92 Filed by Creditor Jason Pretzlaf . (lm) Status: Withdraw


Creditor: (15184274) Euler Hermes NA Agent for Italian American Corp.800 Red Brook Blvd.Owings Mills, MD 21117




History:Details 93-1 07/15/2020 Claim #93 filed by Euler Hermes NA Agent for Italian American Corp., Amount claimed: $7694.91 (ePOC)


















Creditor: (15184593) Julie Robbins2066 Eagle AveAlameda, CA 94501




History:Details 94-1 07/15/2020 Claim #94 filed by Julie Robbins, Amount claimed: $1227.00 (ePOC)


Creditor: (15185574) Natasha Reckless1011 Winton DriveWalnut Creek, CA 94598




History:Details 95-1 07/17/2020 Claim #95 filed by Natasha Reckless, Amount claimed: $1828.00 (ePOC)


Creditor: (15185575) Meghan Martinez121 Bay RoadMenlo Park, CA 94025




History:Details 96-1 07/18/2020 Claim #96 filed by Meghan Martinez, Amount claimed: $818.00 (ePOC)


Creditor: (15187759) Wenling Huang1816 Lavender CreekSan Jose, CA 95120




History:Details 97-1 07/23/2020 Claim #97 filed by Wenling Huang, Amount claimed: $1418.31 (ePOC)


Creditor: (15188412) Monika Stevens101 Alta RoadOakland, CA 94618-9461




History:Details 98-1 07/25/2020 Claim #98 filed by Monika Stevens, Amount claimed: $1176.00 (ePOC)
















Creditor: (15188880) Heather Robinson2409 W Clark AveUnited StatesBurbank, CA 91506-9150




History:Details 99-1 07/27/2020 Claim #99 filed by Heather Robinson, Amount claimed: $977.00 (ePOC)


Creditor: (15190851) Damien Jackson Family1865 E. Mountain StreetPasadena, CA 91104




History:Details 100-1 07/30/2020 Claim #100 filed by Damien Jackson Family, Amount claimed: $1928.00 (ePOC)


Creditor: (15192369) Lawrence Tse46917 Zapotec DriveFremont, CA 94539




History:Details 101-1 08/02/2020 Claim #101 filed by Lawrence Tse, Amount claimed: $2498.00 (ePOC)


Claims Register Summary

Case Name: Galileo Learning, LLC and Galileo Learning Franchising LLC Case Number: 20-40857

Chapter: 11Date Filed: 05/06/2020

Total Number Of Claims: 101

Total Amount Claimed* $275505.27 Total Amount Allowed*

*Includes general unsecured claims

The values are reflective of the data entered. Always refer to claim documents for actual amounts.

Claimed AllowedSecured $1086.00 Priority $76197.35 Administrative

PACER Service Center











Transaction Receipt08/03/2020 12:26:31

PACERLogin: mattpham:4712471:0 Client

Code: 36846-00001

Description: Claims Register SearchCriteria:

20-40857 Filed or EnteredFrom: 5/6/2020 Filed orEntered To: 8/2/2020

BillablePages: 8 Cost: 0.80



EXHIBIT 4


Overview of the Bankruptcy and Financial Restructuring Practice Group

Hahn & Hahn’s bankruptcy and financial restructuring lawyers have extensive expertise in all aspects of bankruptcy law, including business reorganization, corporate insolvency, commercial and bankruptcy litigation, as well as the acquisition of distressed assets and businesses in bankruptcy court and out-of-court workouts. The firm’s lawyers have served as lead counsel for operating debtors, creditors (both secured and unsecured), creditors’ committees, shopping center landlords, and purchasers in the bankruptcy, restructuring, and liquidation of companies.

Our lawyers are skilled in advancing creditors’ rights and remedies in all chapter filings under the Bankruptcy Code including: Seeking relief from the automatic stay, asserting creditor claims, recovering postpetition attorneys’ fees for oversecured creditors, defending avoidance and turnover actions, defending preferential-transfer and fraudulent-transfer actions, defending lender-liability claims filed in bankruptcy court, litigating lien-priority disputes, defending secured lenders in lien-avoidance proceedings, objecting to discharges, prosecuting nondischargeability actions, representing creditors in chapter 7, 11, and 13 cases, challenging multiple and successive bankruptcy filings, and providing general consultation for creditor strategies pre- and post-bankruptcy filing.

EXHIBIT 4 TO RALLIS DECL. Page 25


Sampling of Representations in Bankruptcy Cases

In re JBJ Pipe & Supply Co. Case No. 8:16-bk-10652-ES (Bankr. C.D. Cal.)

Representing the Official Committee of Unsecured Creditors (OCC), where the OCC coordinated a contested auction sale of the debtor’s business to a third party through a joint plan proposed by the OCC and the debtor. The auction resulted in competitive bidding that resulted in all secured and unsecured creditors being paid in full, with the Court confirming the joint plan and approving the sale of the debtor’s business to the third party successful bidder.

In re Laura Gens Case No. 15-53562 (SLJ) (Bankr. N.D. Cal.)

Represented financial institution as the secured creditor of the debtor in the most recent two of four chapter 11 filings by the debtor over the past seven years. Successfully obtained orders allowing all prepetition fees and expenses incurred by the client (aggregating approximately $500,000), as well as all postpetition fees and expenses (exceeding $300,000) due to its status as an oversecured creditor. Successfully opposed the debtor’s proposed plan under which the debtor continued to challenge the client’s claim (notwithstanding the Court’s prior order) and pay arrears over 10 years. Successfully moved for the case to be converted to chapter 7 where the trustee liquidated the secured creditor’s collateral and paid the secured creditor in full, including all pre- and postpetition fees and expenses.

In re Meruelo Maddux Properties Case No. 1:09-bk-13356-VK (Bankr. C.D. Cal.)

Represented the Official Committee of Unsecured Creditors (OCC) in the case involving the parent company and 53 affiliated companies. The OCC successfully objected to the debtors’ consolidated plan (offering unsecured creditors 80% paid over five years, with no interest) and obtained an order terminating the exclusivity period, thus allowing other interested parties to file competing plans. After considering three competing plans, including an amended plan filed by the debtors, a plan filed by certain minority shareholders, and a plan filed by a secured creditor, the Court confirmed the plan submitted by the minority shareholders. This plan allowed unsecured creditors (represented by the OCC) to be paid in full on the effective date, with interest.

In re Patricia Applegate Case No. 2:11-bk-53357-RN (Bankr. C.D. Cal.)

Represented a banking institution holding two secured claims, each of which was contested by the debtor. The debtor filed a chapter 11 plan offering to pay the bank in full over seven years on one of the claims and nothing on the other claim. After successfully objecting to the proposed



plan, the parties engaged in settlement discussions. The parties reached a settlement, which was approved by the Court resulting in the bank receiving immediate payment in full on the larger of the two claims and approximately 50% on the other claim. In addition, the bank reserved it rights to pursue other nondebtor parties for the balance owing on the second, smaller claim. Once the settlement was approved and consummated, the chapter 11 case of the debtor was dismissed.

In re Tri-City Mental Health Center Case No. 2:04-bk-13167-BR (Bankr. C.D. Cal.)

Represented Tri-City Mental Health Center (TCMH), an entity created under the joint powers authority of a few local cities and thus a “municipality” as defined under the Bankruptcy Code. TCMH filed a chapter 9 petition due to significant expenses incurred by prior management and a drop in revenues. The major creditors included other state and local agencies, several other large unsecured creditors whose claims were disputed, and a few secured creditors. Over the course of almost four years, TCMH successfully negotiated a consensual plan of adjustment with the state and local agencies and the other creditors (both secured and unsecured), which was subsequently confirmed by the Court. Since confirmation, TCMH has paid all unsecured creditors in full, continues to pay the allowed secured claims, and has made significant payments to the state and local agencies. TCMH continues to successfully operate its mental health center.

In re Zacky Farms LLC Case No. 12-37961-B-11 (Bankr. E.D. Cal.)

Represented a significant supplier-creditor who asserted one of the largest unsecured claims in this case and served on the Official Committee of Unsecured Creditors (OCC). The supplier also asserted one of the largest administrative claims in the case based on the product delivered to the debtor shortly prior to the filing of the petition. The supplier was provided counsel in regard to its duties as a member of the OCC, along with prosecuting its postpetition administrative claim and prepetition unsecured claim. Ultimately, the supplier was allowed its administrative claim (approximately $2.4 million), which was paid from the sale proceeds of the debtor’s business operations. The supplier also received a distribution on its prepetition unsecured claim under the debtor’s confirmed plan.

Segel v. Coyte, et al. Adv. No. 8:11-ap-01298-RK (Bankr. C.D. Cal.)

Represented the defendants, who were principals of the debtor, in an action by the disbursing agent appointed under the debtor’s confirmed plan. The disbursing agent asserted claims to avoid approximately $20.0 million in prepetition transfers between and among the defendants. After significant discovery was undertaken, the parties agreed to mediate the dispute. As a result of the mediation, the parties entered into a settlement agreement pursuant to which the defendants would pay the disbursing agent $400,000 over time and the defendants would retain certain claims in the case (which were paid under the settlement).



In re Sonya Dakar Case No. 2:12-bk-25615-NB (Bankr. C.D. Cal.)

Represented the Official Committee of Unsecured Creditors (OCC) in an individual debtor’s chapter 11 case. After much delay in the case and questionable record keeping by the debtor, the OCC successfully secured the appointment of a chapter 11 trustee. Shortly after such appointment, the parties engaged in settlement discussions culminating in an agreement under which the unsecured creditors would be paid in full and the debtor would not receive a discharge.

In re Grow Mom Inc. Case No. 2:11-bk-60480-VZ (Bankr. C.D. Cal.)

Represented the corporate debtor in its chapter 11 case. The filing was prompted by a judgment creditor seeking to enforce a large judgment claim against the debtor and its assets. The underlying judgment was disputed by the debtor, who filed an appeal of the state court judgment. Prosecution of the appeal continued postpetition, during which time the debtor continued to operate profitably. Through the bankruptcy case and the pending appeal, the parties successfully negotiated a compromise of the disputed judgment claim. The settlement was approved by the Court and consummated by the debtor, and the chapter 11 case was subsequently dismissed.



Attorney Biographies

Dean G. Rallis Jr.

Dean G. Rallis Jr. is the head of the bankruptcy and financial restructuring practice group at Hahn & Hahn.

For over 30 years, Mr. Rallis has focused his practice in the areas of business reorganization, corporate insolvency, commercial and bankruptcy litigation, as well as the acquisition of distressed assets and businesses in bankruptcy court and out-of-court workouts, having extensive experience in the manufacturing, retail, real estate, healthcare, and transportation industries. He has functioned as lead counsel for debtors, creditors (secured and unsecured), creditors’ committees, and purchasers in the bankruptcy, restructuring, and liquidation of companies and has appeared on their behalf in matters pending throughout the country.

Mr. Rallis is a graduate of USC Marshall School of Business (dual major in accounting and finance) and USC Gould School of Law. He maintains memberships in Financial Lawyers Conference, Los Angeles County Bar Association (Commercial Law and Bankruptcy Section), Los Angeles Bankruptcy Forum, Pasadena Tournament of Roses Association (1990–present), American Bankruptcy Institute, and California Bankruptcy Forum.

Matthew D. Pham

Matthew D. Pham is an associate attorney at Hahn & Hahn and a member of the firm’s bankruptcy and financial restructuring practice group.

Mr. Pham has represented a variety of constituents in bankruptcy matters, including operating debtors, creditors’ committees, secured lenders, shopping center landlords, trade creditors, utilities, and defendants in avoidance actions.

Prior to entering private practice, Mr. Pham served in two judicial clerkships. From 2011 to 2014, he was a rotating law clerk to the Honorable Whitney Rimel (retired), W. Richard Lee (retired), and Fredrick E. Clement of the U.S. Bankruptcy Court, Eastern District of California. From 2014 to 2015, he was a law clerk to the Honorable Scott H. Yun of the U.S. Bankruptcy Court, Central District of California.

Mr. Pham received his undergraduate degree, summa cum laude, from Santa Clara University, Leavey School of Business in 2007 and his law degree, cum laude, from the University of California, Hastings College of the Law in 2011. During law school, he was also a judicial extern to the Honorable Randall J. Newsome (retired) and Stephen L. Johnson of the U.S. Bankruptcy Court, Northern District of California.

Mr. Pham is admitted to practice in the State of California and in the Northern, Eastern, Central, and Southern Districts of California. He is also a member of the American Bankruptcy Institute, Financial Lawyers Conference, and California Lawyers Association (Business Law Section).



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CERTIFICATE OF SERVICE

At the time of service, I was over 18 years of age and not a party to this bankruptcy case or

adversary proceeding. My business address is 301 E. Colorado Boulevard, Ninth Floor, Pasadena,

CA 91101-1977.

I hereby certify that on this 5th day of August, 2020, I electronically filed the

foregoing CLASS REPRESENTATIVE’S MOTION FOR ORDER APPLYING CIVIL RULE 23

TO CLAIMS ADMINISTRATION PROCESS AND AUTHORIZING FILING OF CLASS

PROOF OF CLAIM; MEMORANDUM OF POINTS AND AUTHORITIES; DECLARATIONS

OF NANETTE KEARNEY, JOHN LOFTON, AND DEAN G. RALLIS JR. with the Clerk of the

Court using the CM/ECF system which will send notification of such filing to the following:

SEE ATTACHED SERVICE LIST.

I also certify that a true and correct copy of the foregoing document was served by first

class mail on August 5, 2020, on the following:

Galileo Learning, LLC Attn: Glen E. Tripp, Responsible Individual 1021 3rd Street Oakland, CA 94607-2507

Galileo Learning, LLC c/o Neal Wolf Hanson Bridgett LLP 425 Market Street, 26th Floor San Francisco, CA 94105

Official Committee of Unsecured Creditors c/o Daniel H. Reiss Levene, Neale, Bender, Yoo & Brill LLP 10250 Constellation Blvd., Suite 1700 Los Angeles, CA 90067

Office of The United States Trustee 450 Golden Gate Avenue, 5th Floor, Suite #05-0153 San Francisco, CA 94102


foregoing is true and correct and that this declaration was executed on August 5, 2020, at

Pasadena, California.

/s/ Margie Arias Margie Arias


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ELECTRONIC MAIL NOTICE LIST – CASE NO. 20-40857 Eric J. Adams on behalf of Creditor U.S. Small Business Administration [email protected] Michael J. Agoglia on behalf of Defendant Synovus Bank [email protected], [email protected] Robert A. Bailey on behalf of Interested Party AFRCT, LLP [email protected], [email protected] Tanya Behnam on behalf of Creditor USAA Federal Savings Bank [email protected], [email protected] Sheryl Betance [email protected], [email protected] Jared D. Bissell on behalf of Creditor Priority Technology Holdings, Inc. [email protected] Matthew R. Brooks on behalf of Creditor Priority Payment Systems, LLC [email protected], [email protected] Jared A. Day on behalf of U.S. Trustee Office of the U.S. Trustee/Oak [email protected], [email protected] Terri H. Didion on behalf of U.S. Trustee Office of the U.S. Trustee/Oak [email protected], [email protected] Anthony James Dutra on behalf of Debtor Galileo Learning Franchising LLC [email protected], [email protected] Janel Marie Glynn on behalf of Defendant USAA Federal Savings Bank [email protected], [email protected] Eddy Hsu on behalf of Creditor Grace Ho [email protected], [email protected] Christopher Kadish on behalf of Defendant Capital One Bank (USA), N.A. [email protected], [email protected] Gary M. Kaplan on behalf of Defendant Visa U.S.A. Inc. [email protected], [email protected] Patricia H. Lyon on behalf of Creditor California Bank of Commerce [email protected], [email protected] Office of the U.S. Trustee/Oak [email protected] Dean G. Rallis, Jr. on behalf of Creditor Nanette Kathleen Kearney [email protected], [email protected] Suhey Ramirez on behalf of U.S. Trustee Office of the U.S. Trustee/Oak [email protected], [email protected]


mailto:[email protected]

































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Daniel H. Reiss on behalf of Creditor Committee Official Committee Of Unsecured Creditors [email protected], [email protected] Michael A. Rome on behalf of Defendant U.S. Bank, National Association [email protected], [email protected] David A. Wender on behalf of Defendant Synovus Bank [email protected], [email protected] Neal L. Wolf on behalf of Debtor Galileo Learning Franchising LLC [email protected], [email protected]










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