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3-9-2021
Ruby Tuesday, Inc. Order on Application for Attorney's Fees Ruby Tuesday, Inc. Order on Application for Attorney's Fees
Submitted in Accordance with Court's September 10, 2020 Submitted in Accordance with Court's September 10, 2020
Hearing Hearing
John J. Goger
Senior Judge, Fulton County Superior Court
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John J. Goger,
Ruby Tuesday, Inc. Order on Application for Attorney's Fees Submitted in Accordance with
Court's September 10, 2020 Hearing
, Georgia Business Court Opinions 526 (2021)
https://readingroom.law.gsu.edu/businesscourt/526
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1
IN THE SUPERIOR COURT OF FULTON COUNTY
BUSINESS CASE DIVISION
STATE OF GEORGIA
RUBY TUESDAY, INC.,
Plaintiff,
v.
CEDE & CO., QUADRE INVESTMENTS,
LLP, LAWRENCE N. LEBOW,
JONATHAN LEBOW, MIRIAM D. ROTH,
POWELL ANDERSON CAPITAL LP, and
LELAND WYKOFF,
Defendants.
CIVIL ACTION NO.
2018CV304101
___________________________________________________________________________
ORDER ON APPLICATION FOR ATTORNEY’S FEES SUBMITTED IN
ACCORDANCE WITH COURT’S SEPTEMBER 10, 2020 HEARING
__________________________________________________________________________
This matter comes before the Court on the Application for Attorney’s Fees Submitted in
Accordance with Court’s September 10, 2020 Hearing, filed by Defendant Quadre Investments,
LLP (the “Application”). The Application, seeking an award of $112,444.47, concerns a long-
running discovery dispute that spanned different motions and supplemental briefs, hearings and
court conferences. Having reviewed the record and considered the arguments of counsel during a
hearing on March 3, 2021, the Court enters this order.
A. BACKGROUND
1. Underlying Dispute Regarding Dissenters’ Rights
On October 15, 2017, the Board of Directors for Ruby Tuesday, Inc. (“Ruby Tuesday”)
approved a merger agreement between Ruby Tuesday and RTI Merger Sub, LLC. Non-party
NRD “indirectly owned the entity that acquired all of the outstanding ownership in Ruby Tuesday
Fulton County Superior Court
***EFILED***QW
Date: 3/9/2021 1:37 PM
Cathelene Robinson, Clerk
2
in the merger transaction.” (Opp’n. to Mot. for Contempt and Suppl. Brfing., filed Sept. 1, 2020,
p. 14.) The merger agreement provided that each outstanding shareholder of Ruby Tuesday would
receive $2.40 per share. After approval by the majority of Ruby Tuesday shareholders, Defendants,
five former shareholders of Ruby Tuesday, exercised dissenters’ rights pursuant O.C.G.A. § 14-2-
1302. In April of 2018, after Defendants and Ruby Tuesday could not reach an agreement
regarding the fair value of the Defendants’ outstanding shares, Ruby Tuesday filed the above-
styled Petition for Appraisal, requesting a judicial appraisal of Defendants’ shares. See O.C.G.A.
§ 13-2-1330. Defendant Quadre Investments, L.P. (“Quadre”), the largest shareholder pursuing
dissenter’s rights, owned 3 million shares and Defendant Powell Anderson Capital LP (“Powell”)
owned 74,000 shares. (Petition, ¶ 4).
1
2. Discovery Dispute
Original Discovery Order. On July 12, 2019, a number of Defendants, including Quadre
and Powell, filed a Motion to Compel Discovery from Non-Party NRD Partners II, L.P. (“NRD
Motion to Compel”). Among other things, these movants sought documents they claim had not
been produced in response to the movants’ written discovery requests, including valuation models
of Ruby Tuesday that NRD was reviewing preceding the merger and NRD communications with
its investors regarding Ruby Tuesday. (NRD Motion to Compel, pp. 8-9; 12-13.) As part of their
arguments, movants indicated they were seeking to learn about monies that may have been
generated by the sale of Ruby Tuesday-held real estate shortly after the merger closed. (Id., pp.
13-14.) Movants sought to recover their fees incurred with regard to the motion pursuant to
1
Ruby Tuesday/NRD have claimed that these two shareholders, “are professional appraisal arbitragers that purchased
their Ruby Tuesday stock only after the merger was announced, on the calculated bet that, at worst, their money would
be returned with statutory interest” in a judicial appraisal proceeding and whose plans to profit as dissenters were
thwarted by the pandemic which placed the Ruby Tuesday restaurant chain and the entire casual dining business sector
under immense financial distress. (Opp’n. to Mot. for Contempt and Suppl. Brfing., filed September 1, 2020, p. 1.)
3
O.C.G.A. § 9-11-37(a)(4)(A). (Id., p.18.) The NRD Motion to Compel stated, “it is important to
note that NRD is represented by the same law firm . . . that represents Ruby Tuesday in this
matter. . . Although NRD legally is a non-party in this matter, NRD and its lawyers have an
undeniable interest in doing everything possible to aid Ruby Tuesday in this matter and hinder
Defendants. The current discovery dispute with NRD must be viewed this this lens.” (Id. at p. 2.)
On August 16, 2019, certain Defendants, including Quadre and Powell, filed a parallel
Motion to Compel Discovery Responses, and for Sanctions for Total Failure to Respond to
Discovery against Ruby Tuesday, Inc. alleging a number of discovery failures “(Ruby Tuesday
Motion to Compel”). As NRD’s counsel admitted, the discovery issues involved in both motions
to compel were “virtually identical.” (Aug. 26, 2019 Tr., p. 60.)
The Court conducted a hearing on August 26, 2019. Argument was heard regarding the
NRD Motion to Compel, and the parties agreed to work on resolving the Ruby Tuesday Motion to
Compel which was not yet ripe. (Id., pp. 59-60.) On September 19, 2019, the Court entered an
Order on Defendants’ Motion to Compel Discovery from NRD Partners, II, L.P. and Ruby
Tuesday, Inc. (“September 19, 2019 Discovery Order”). The September 19, 2019 Discovery
Order was, in part, a product of the August 26
th
hearing and, in part, a consent order. It stated that
the NRD Motion to Compel was addressed at the August 26, 2019 hearing and the Court’s
determinations were reflected in the order.
2
(September 19, 2019 Discovery Order, p. 2.) With
regard to the Ruby Tuesday Motion to Compel, the order stated the parties were, “jointly
presenting the following order by consent as a proposed resolution of the documents sought and
2
The September 19, 2019 Discovery Order expressly stated NRD was representing itself an all other the “relevant
NRD entities” in this discovery dispute which expressly included not only NRD but NRD Ventures, LLC, NRD
Capital Management II, LLC, RTI Holding Company, LLC and RTI Merger Sub, LLC. (September 19, 2019
Discovery Order, p. 1.)
4
issues raised by that motion . . .” (Id.)
3
The September 19, 2019 Discovery Order was silent on
the issue of fees.
Motion for Contempt and February 5, 2020 Hearing. On November 4, 2019, Defendants
Quadre and Powell filed a Motion for Contempt against Ruby Tuesday, Inc. and NRD Partners II,
L.P. (“Motion for Contempt”). They asserted Ruby Tuesday and NRD had engaged in lengthy
and “systemic discovery abuse aimed at delaying this case, running up legal fees, and hindering
Defendants from obtaining critical documents and key evidence.” (Motion for Contempt, p. 1).
Quadre and Powell asked that Ruby Tuesday be sanctioned by limiting its ability to contest the
fair valuation of its shares at the time of the merger. (Id. p., 15.) In addition thereto, the movants
requested that, pursuant to O.C.G.A. § 9-11-37, “the Court should require [Ruby Tuesday] to pay
Defendants all the reasonable expenses, including attorney’s fees caused by [Ruby Tuesday] and
NRD’s contempt . . .” (Id., pp. 15-16.)
The Motion was the subject of a February 5, 2020 hearing. Ruby Tuesday and NRD jointly
argued in opposition to the Motion for Contempt. During the hearing, the Court issued various
oral orders directing Ruby Tuesday and NRD to supplement its production. The Court held in
abeyance the request to sanction or assess fees against Ruby Tuesday or NRD. (Feb. 5, 2020 Tr.,
p. 10.)
March 18, 2020 Supplemental Brief and the May 28, 2020 Phone Conference. On March
18, 2020, Quadre and Powell filed a Supplemental Brief in Support of Motion for Contempt against
Ruby Tuesday, Inc. and NRD Partners II, L.P. (the “March Supplement”), asserting Ruby Tuesday
and NRD failed to comply with both the original September 2019 Order and the Court’s February
3
The September 19, 2019 Discovery Order reflects is was prepared by counsel for the movants and counsel for
NRD consented only as to its form. (Id., p. 8.) The Court finds NRD’s current claim that the NRD Motion to
Compel was resolved via a “consent order” is not entirely accurate. (NRD Resp. to Applic., filed Feb. 25, 2021, p.
7.)
5
5, 2020 oral orders. Among the issues raised in the March Supplement was the late production of
certain items and the failure to produce others. Again, Quadre and Powell argued Ruby Tuesday
should pay for all expenses caused by its discovery failures and those of NRD. (March Supplement,
pp. 15-16.)
The dispute regarding the sufficiency of the Ruby Tuesday/NDR production was addressed
during a May 28, 2020 phone conference with the Court. Again, Ruby Tuesday and NRD offered
a joint response. Again, the Court held in abeyance issues regarding sanctions and fees, focusing
on the discovery that was needed for the Defendants to commence with key depositions. Ruby
Tuesday and NRD were ordered to produce certain documents no later than June 12, 2020.
August 14, 2020 Supplemental Brief. On August 14, 2020, Movants filed an update on the
discovery dispute via another supplemental brief (the “August Supplement”). It re-hashed old
issues, raised new issues and sought a formal ruling on the contempt/sanction questions that had
been previously held in abeyance. Movants sought serious sanctions, arguing the dilatory tactics
of Ruby Tuesday /NRD delayed the final disposition of the case, prompting the scheduled March
2020 trial to be rescheduled until December 2020. While acknowledging this delay might not be
significant under normal circumstances, here the delay coincided with the COVID 19 pandemic
that placed Ruby Tuesday under such severe financial distress, it may have lost the financial ability
to satisfy Defendants’ claims.
4
(August Supplement, pp. 1-2; 15.) At this point, Quadre and
Powell asked that the Court to require Ruby Tuesday, NRD and/or their counsel to pay for the
litigation expenses related to the discovery failures under O.C.G.A. § 9-11-37(b)(2). (August
Supplement, p. 16.)
4
Ruby Tuesday/NDR rejected the notion that there discovery lapses caused the anticipated trial date to be delayed.
(Opp’n. to Mot. to Compel and Suppl. Brfing, filed Sept. 1, 2020, pp. 4-5.)
6
September 10, 2020 Hearing and the Award of Fees. The Court heard the remaining
discovery issues and the request for sanctions during a September 10, 2020 hearing. At the
conclusion of the hearing, the Court announced that it was not granting the most drastic sanctions
sought by the movants because the information that was produced late was not particularly
detrimental to Ruby Tuesday’s position in this appraisal proceeding, and there did not appear to
be a clear intent for Ruby Tuesday and NRD to hide this information from Movants that would
justify severe sanctions. (Application, Ex. A, pp. 28-29; 43-44; 60-61.) However, the Court found
Ruby Tuesday and NRD approached their discovery obligations with a measure of sloppiness that
caused a lengthy and inexplicable delay in their production. (Application, Ex. A, pp. 29-30; 43-
45; 60-63.) It found an award of fees was merited for three specific discovery lapses, outlined
below.
Quadre and Powell were directed to provide a copy of their fee request and supporting
documentation to opposing counsel and request a hearing if disputes arose regarding the
reasonableness of the amount. (Application, Ex. A., pp. 62-63.) The Application indicates the fee
request and supporting documentation were presented to Ruby Tuesday/NRD on September 22,
2020. (Application, pp. 2-3.) The parties were in the midst of this conferral process as directed
by the Court when Ruby Tuesday filed for bankruptcy protection on October 7, 2020. (Application,
p. 2; Suggestion of Bankruptcy, filed October 7, 2020.)
On February 2, 2021, the bankruptcy court issued an order providing limited relief from
the automatic stay and allowing Quadre to pursue its efforts to collect the court-ordered sanctions
from NRD. (Application, Ex. B.) Apparently, Powell did not seek such relief. Once the stay was
lifted, the parties engaged in email communications unsuccessfully attempting to resolve disputes
regarding the reasonableness of the fees sought. (Application, Ex. D.) On February 9, 2021,
7
Quadre filed this Application solely against NRD, supporting the Application with various billing
records which were later supplemented in a reply brief, filed March 2, 2021. NRD’s response was
filed February 25, 2021.
5
During the March 3, 2021 hearing, NRD did not cross examine Quadre’s
counsel regarding its billing records.
Quadre seeks $112,444.47 for its efforts in pursuing this discovery and enforcing the
Court’s award of fees. (Quadre Reply, filed March 2, 2021, p. 3; 7.)
B. THREE SUBJECT AREAS THAT LED TO FEE AWARD
1. Investor Communications.
In the NRD Motion to Compel, Quadre and Powell specifically sought NRD’s
communications with investors regarding the Ruby Tuesday merger. (NDR Motion to Compel,
pp. 12-13.) The September 2019 Discovery Order, unambiguously stated before September 23,
2019, RTI and NRD “shall produce to Defendants all . . . marketing materials, presentations or
other material distributed, or made available [concerning the RTI merger] since January 1, 2016
to the present, to any of NRD’s actual or prospective investors. . . .” (September 2019 Discovery
Order, Sec. D). During the February 5, 2020 hearing, NRD counsel affirmatively represented to
the Court it had produced all email communications with its investors. (Feb. 5, 2020 Tr., p. 86.)
However, on March 6, 2020, NRD subsequently produced several post-merger, quarterly investor
letters for 2018 and 2019. Movants claimed the late production was suspicious because it occurred
after an NRD investor was noticed for a deposition whereas NRD offered an innocent explanation
for its lapse.
NRD argued, and the Court ultimately found, that these communications did not contain
damaging information that would have prompted NRD to intentionally shield them from Movants;
5
The Application was also the subject of a reply, a sur-reply and two post-hearing briefs.
8
however, the Court also found NRD had failed to offer a satisfactory explanation as to why these
communications were not located and produced sooner in response to Quadre’s initial discovery
requests and the September 19, 2019 Discover Order mandating their production.
2. Final Valuation Method
Multiple valuations models were reviewed by NDR prior to the merger. The NDR Motion
to Compel specifically sought models used by NRD in assessing the value of Ruby Tuesday’s
operations and real estate as it contemplated the merger. (NRD Motion to Compel, pp. 8-9). In
the September 2019 Discovery Order, the Court generally required Ruby Tuesday/NRD to produce
all valuation models through December 21, 2017, the date of the merger. (September 2019
Discovery Order, Sec. C). While the September 2019 Discovery Order did not require the
identification of a final valuation model, during the February 5, 2020 hearing, Movants expressed
dissatisfaction about the failure of NRD to make such an identification, and counsel for NRD
affirmatively and unequivocally represented to the Court that all valuation models had been
produced. (February 5, 2020 Tr., p. 83.) The issue was raised again during the May 28, 2020
Conference with Movants claiming a final valuation model still had not been identified. The Court
ordered NRD to identify the final valuation model it was relying on at the time of the merger with
such identification to occur no later than June 12, 2020. On June 12, 2020, a new valuation model
was produced, and NRD identified it as the final model.
This particular discovery problem, again, did not appear to result from the intentional
desire to hide the model. Quadre has admitted it had received similar models from NRD
previously. (Application, Ex. A, p. 32.) However, NRD failed to offer a wholly satisfactory
explanation as to why it took so long to locate this final valuation model. Indeed, during the
9
September 10, 2020 hearing, its counsel acknowledged NRD “fell down” in its efforts to locate
and produce the final valuation model. (Application, Ex. A., p. 41.)
3. 43 Real Estate Properties.
During the February 5, 2020 hearing, the parties and the Court discussed, at length, the
Ruby Tuesday real estate that NRD or its affiliates received or purchased post-merger. Specifically,
Movants argues that at the merger closing, Ruby Tuesday sold 178 properties, and 43 were
purchased by an NRD affiliate. (Feb. 5, 2020 Tr., p. 63.) Movants argued shortly after the merger,
the NRD affiliate flipped these 43 properties, garnering a quick $13 million profit, and that the
value of these properties was not accurately reflected Ruby Tuesday’s $2.40 share sale price.
(Application, Ex. A, pp. 9-10.) NRD objected to this characterization, claiming the transfer of
these 43 properties to an affiliate were not part of a scheme to artificially lower the merger share
sale price. (Application, Ex. A, p. 39.) Rather, NRD explained that Ruby Tuesday properties were
placed into pools for sale and then leaseback, and the buyers, who were institutional investors,
“would examine each pool and kick properties out that they didn’t want.” (Id.) Ruby
Tuesday/NRD claimed these 43 properties were those rejects. (Id.) They also claimed that the
$13 million profit figure posited by Movants was grossly inflated and was more properly
calculated around $6 million. (Id. at pp. 40-41.)
Much of the confusion regarding this discovery emanated from the number of NRD entities
or affiliates that played some role in the merger. During the February 5, 2020 hearing, the parties,
together with the Court, worked at length to refine what discovery remained to be produced and/or
was needed regarding these 43 properties. (Feb. 5, 2020 Tr., pp. 70-71.) NRD affirmatively agreed
that certain information should and would be produced, but no deadline for formally established.
(Id., pp. 49-50; 70-71.) Almost four months later, during the May 28, 2020 conference, Movants
10
informed the Court the information still had not been produced, and NRD responded that it was
working on a detailed chart regarding the 43 properties. The Court ordered NRD to finish
compiling the information and produce it no later than June 12, 2020 which NRD did.
C. ANALYSIS
1. Discovery Provisions regarding the Production of Documents and
Enforcement Measures Allowing the Imposition of Fees.
O.C.G.A. § 9-11-34 allows for a party to propound requests for document production. See
O.C.G.A. § 9-11-34(a)(1). O.C.G.A. § 9-11-34(c)(1) allows the use of this particular discovery
method with non-parties, stating “[t]his Code section shall also be applicable with respect to
discovery against persons, firms, or corporations who are not parties . . . (Emphasis supplied.)”
Should a discovery disagreement or lapse arise, O.C.G.A. § 9-11-34(c)(1) contemplates that the
party seeking the discovery may file a motion to compel against a non-party “under subsection (a)
of Code Section O.C.G.A. § 9-11-37.”
O.C.G.A. § 9-11-37(a) generally addresses motions to compel discovery. Its subsection
(a)(4)(A) permits fees to be awarded to a party who has successfully obtained an order
compelling discovery. In pertinent part, it provides,
[i]f the motion [to compel] is granted, the court shall, after opportunity for hearing, require
the party . . . whose conduct necessitated the motion or the party or attorney advising
such conduct or both of them to pay to the moving party the reasonable expenses incurred
in obtaining the order, including attorney's fees, unless the court finds that the opposition
to the motion was substantially justified or that other circumstances make an award of
expenses unjust (Emphasis supplied).
O.C.G.A. § 9-11-37(b)(2) outlines the sanctions that may be imposed against a person or
entity who violates a court’s discovery order. It specifies a host of sanctions available to a Court
and ends,
[i]n lieu of any of the foregoing orders, or in addition thereto, the court shall require the
party failing to obey the order or the attorney advising him, or both, to pay the
11
reasonable expenses, including attorney's fees, caused by the failure, unless the court finds
that the failure was substantially justified or that other circumstances make an award of
expenses unjust (Emphasis supplied).
The only authority allowing Quadre to recover its fees cited in its underlying motions and briefing
was derived from the two portions of O.C.G.A. § 9-11-37, quoted above.
2. The Liability of Non-party NRD for Attorney’s Fees under O.C.G.A. § 9-11-
37.
The Court’s fee award announced during the September 10, 2020 hearing did not
distinguish between Ruby Tuesday and NRD who had been defending these discovery motions
jointly. However, in light of the subsequent bankruptcy of Ruby Tuesday, Quadre is now
attempting to seek its fee award solely against non-party NRD. NRD argues the clear and
unambiguous language of O.C.G.A. § 9-11-37, quoted above, does not authorize such a fee award
against a non-party.
NRD relies on a recent decision of the Georgia Supreme Court, Workman v. RL BB ACQ
I-GA CVL, LLC, 303 Ga. 693 (2018), which addressed statutory construction of another Georgia
statute where an award of attorney’s fees may be assessed. Workman determined an award of fees
against a non-party under O.C.G.A. § 9-15-14 was not permitted based on the plain language of
the statute which only allowed an award of attorney’s fees to be imposed against a party to a civil
action or their attorney. Id. at 697. Workman was based on one rule of statutory construction that
provides a court must,
presume that the General Assembly meant what it said and said what it meant. To that end,
we must afford the statutory text its plain and ordinary meaning, we must view the statutory
text in the context in which it appears, and we must read the statutory text in its most natural
and reasonable way, as an ordinary speaker of the English language would. Where
statutory text is clear and unambiguous, we attribute to the statute its plain meaning, and
Id. at 695.
12
Workman espouses one rule of statutory construction, but there is another rule of statutory
construction applicable here. “A court should consider one statute in the context of other related
statutes, reading all related statutes together so as to ascertain the legislative intent and give effect
thereto.” (Citation and punctuation omitted.) City of Atlanta v. City of Coll. Park, 311 Ga. App.
62, 70, 7 (2011), aff'd, 292 Ga. 741 (2013). NRD’s laser-like focus solely on the language found
in O.C.G.A. § 9-11-37(a)(4)(A) and (b)(2) fails to recognize the interlocking nature of the
discovery statutes at issue.
O.C.G.A. § 9-11-34 allows for a party to propound requests for document production. See
O.C.G.A. § 9-11-34(a)(1). O.C.G.A. § 9-11-34(c)(1) allows the use of this particular discovery
method with non-parties. Moreover, O.C.G.A. § 9-11-34(c)(1) clearly contemplates enforcement
measures against non-parties may be necessary. It references motions to compel that may be filed
against non-parties under O.C.G.A. § 9-11-37 (a) even though the express language of O.C.G.A.
§ 9-11-37 (a) provides, with regard to O.C.G.A. § 9-11-34, a motion to compel may only be lodged
against a party who has failed to comply with their obligation to produce documents.
Construing these two statutes together, the Court finds that by extending the discovery
provisions of O.C.G.A. § 9-11-34 to non-parties, the General Assembly intended non-parties to be
treated like parties with regard to the enforcement of these discovery obligations under O.C.G.A.
§ 9-11-37. As noted above, O.C.G.A. § 9-11-34(c) considered enforcement measures might be
necessary against an unresponsive or recalcitrant non-party, expressly addressing the standard that
should be applied should a motion to compel be filed against a non-party under O.C.G.A. § 9-11-
37(a). It is illogical to think that all the provisions of O.C.G.A. § 9-11-37(a) governing motions
to compel, including its provision for the award of fees found in O.C.G.A. § 9-11-34(a)(4)(A),
would not apply to non-parties who failed in their discovery obligations under O.C.G.A. § 9-11-
13
34. . Similarly, it is illogical to think that while the General Assembly clearly contemplated a
party might need to obtain an order compelling document discovery against a non-party, it would
not allow the enforcement measures provided in O.C.G.A. § 9-11-37(b) should the non-party fail
to obey that order to compel.
In light of the foregoing, the Court finds it has the statutory authority to impose an award
of attorney’s fees against NRD pursuant to O.C.G.A. § 9-11-37 for its failure to comply with its
discovery obligations.
3. The Reasonableness and Necessity of Quadre’s Fees.
As generally summarized by Quadre, it seeks to recovery for work its counsel performed
including, “preparing and exchanging discovery dispute letters, briefing a motion to compel,
preparing and arguing at a motion to compel hearing, reviewing subsequent deficient discovery
production, briefing a motion for contempt, preparing and arguing at a telephone conference,
engaging in follow-up dispute communications, briefing a supplemental motion in support of the
motion for contempt, and preparing and arguing at a sanctions hearing” as well as the work
Quadre’s counsel performed in seeking to enforce the fee award. (Reply in Support of Application,
filed March 2, 2021, pp. 2-3.)
NRD has raised a host of objections to the reasonableness and necessity of Quadre’s fees
as well as the sufficiency of its billing record evidence. NRD objects to Quadre’s request for
$1,134.00 in fees related to Quadre’s unsuccessful opposition to Ruby Tuesday / NRD’s request
for extension of time to respond to the Motion for Contempt, filed December 9, 2019. The Court
agrees that fees performed for this work should not be awarded. NDR also objects to $2,810.00
in fees incurred with regard to discovery about the aforementioned 43 Ruby Tuesday properties.
The Court finds that it was not established that NRD’s failure to provide this information before
14
June 12, 2020 was in violation of a clear discovery request or discovery order, and, consequently,
these fees are not merited.
The Court rejects the remainder of NRD’s objections to the necessity of the work
performed, the reasonableness of the fees or the sufficiency of Quadre’s fee evidence.
D. CONCLUSION
In light of the foregoing, it is hereby ordered that pursuant to O.C.G.A. § 9-11-37(a)(4)(A)
and (b)(2), the Application be GRANTED and that Defendant Quadre Investments, LLP shall
recover a fee award from NRD Partners, II, L.P. in the amount of $108,500.47.
SO ORDERED this 9th day of March, 2021.
____/s/ John J. Goger _________
JOHN J. GOGER, SENIOR JUDGE
Fulton County Superior Court
Business Case Division
Atlanta Judicial Circuit
Filed and Served Electronically via Odyssey eFileGA
Attorneys for Plaintiff
Attorneys for Defendants
Stanford G. Wilson
Brent D. Wasser
ELARBEE, THOMPSON, SAPP & WILSON, LLP
800 International Tower
229 Peachtree Street, N.E.
Atlanta, Georgia 30303
Tel: (404) 659-6700
Fax: (404) 222-9718
Frederic A. Cohen
Aaron-Michael Sapp
Allison R. Grow*
CHENG COHEN LLC
Thomas T. Tate
R. Matthew Reeves
Tyler A. Dillard
ANDERSON, TATE, & CARR, P.C.
1960 Satellite Boulevard, Ste. 4000
Duluth, Georgia 30097
Tel: (770) 822-0900
Counsel for Powell Anderson Capital LP and
Quadre Investments, LP,
Richard K. Strickland
Emily R. Hancock
15
363 W. Erie Street, Suite 500
Chicago, Illinois 60654
Tel: (312) 243-1701
Counsel for Plaintiff Ruby Tuesday, Inc. and Non-
Party NRD Partners II, L.P.
BROWN READDICK BUMGARTNER
CARTER STRICKLAND & WATKINS LLP
5 Glynn Avenue (31520)
Post Office Box 220
Brunswick, Georgia 31521
Tel: (912) 264-8544
Fax: (912) 264-9667
Counsel for Defendant Cede & Co.
Leland Wykoff
Post Office box 444
Pigeon Forge, Tennessee 37868
Defendant, Pro Se
Jonathan Lebow
4625 Forest Ave., SE
Mercer Island, Washington 98040
Defendant, Pro Se
Miriam D. Roth
4625 Forest Ave., SE
Mercer Island, Washington 98040
Defendant, Pro Se
Lawrence Lebow
3748 Woodlane Road
Gainesville, Georgia 30506
Defendant, Pro Se
