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When news broke last month that the online arm of Major League Baseball had agreed to buy Tickets.com for $66.5 million, Ronald Greenspan, the trustee of Brobeck, Phleger & Harrison’s estate, was irate. Two weeks earlier, Greenspan had finalized an agreement with Tickets.com to settle a fee dispute with Brobeck. The online ticket seller had agreed to pay the Brobeck estate $500,000 in cash plus up to 37 percent of any recovery from its ongoing antitrust litigation against Ticketmaster Corp. But now he’s threatening to pull the deal. Greenspan told the San Francisco bankruptcy court in a filing Monday that he may withdraw his motion to have the court approve the settlement agreement. He said the terms were based on the belief Tickets.com was in perilous financial straits and could not pay the $8 million that Brobeck said it was owed. He also voiced concern that Tickets.com might not pursue its litigation against Ticketmaster as vigorously once it’s acquired by Major League Baseball. Tickets.com contends that its financial health had nothing to do with the settlement and that it will not pay the estate any additional money. The attorneys for both parties laid out their arguments in a pair of letters, which Greenspan attached to his declaration. “We believe the sale to Major League Baseball has degraded the value of the contingency component of the settlement agreement,” said S.F. attorney Joel Adler, who’s representing Greenspan in his efforts to collect outstanding payments for the estate. “We also believe that there is now a heightened prospect for a nominal or non-cash resolution of the Ticketmaster litigation.” Adler presented two options to Tickets.com’s counsel, Guy Calladine: either consider the motion to approve the settlement denied and resume litigating, or increase the $500,000 cash payment to $4 million, contingent on the sale to Major League Baseball going through. Calladine, of Carlson, Calladine & Peterson, rejected the attempt to scuttle the agreement. “Simply put, there has been no change in circumstances — Brobeck was not entitled to quantum meruit [the reasonable value of legal services] before Tickets’ potential sale to an affiliate of Major League Baseball and it still is not,” Calladine said. “If this posture is a thinly veiled effort to try to squeeze additional settlement money, perhaps triggered by the trustee’s perception that other contemporaneous settlements may now offer the estate a litigation war chest, rest assured, that will not happen,” Calladine continued. Calladine further argued that Tickets.com’s financial condition became irrelevant when an Orange County Superior Court judge ruled in November that Brobeck’s fee agreement with Tickets.com was “substantively unconscionable.” That ruling, Calladine said, was the basis for the settlement negotiations. Brobeck had defended Tickets.com against a copyright and unfair competition suit brought by Ticketmaster. The firm changed its retention agreement from an hourly fee rate to a partial contingency arrangement. A dispute over the fee structure had arisen after Brobeck dissolved in February 2003. In his letter Calladine said that if Greenspan withdraws the motion to approve the Tickets.com settlement, the company would pursue claims for breach of contract and seek damages. He said his client would also pursue claims against the trustee if the deal with Major League Baseball falls through. One bankruptcy attorney said it’s unusual but not unprecedented for a trustee to change his mind about a settlement. If the trustee “learns new facts and those facts cause him to change his business judgment” he could withdraw a motion or bring the facts to the attention of the court, said Michael Lubic, a partner at Sonnenschein Nath & Rosenthal in Los Angeles. “The trustee is risking that he would not get as good a deal,” Lubic added. “Presumably he’s exercising his business judgment in evaluating the risk.” On Tuesday, Greenspan’s attorneys and his consulting firm submitted their second interim fee application to the court. Hennigan, Bennett & Dorman is seeking $1.07 million in fees and $73,279 in expenses, and FTI Consulting Inc. is requesting $337,330 in fees and expenses. In November the court approved the first request of $919,944 in fees and $81,510 in expenses for Hennigan and $567,761 in fees and $18,132 in expenses for FTI Consulting.

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