Morgan Drexen Bankruptcy Surprise Deposition

It’s not often that a deposition is made available regarding Morgan Drexen, the now defunct debt settlement company. Since I’m sitting down to read the entire 121 page document I thought if I came across anything I found interesting for no particular reason, I’d just share it with you. All the material below comes from this document.

The deposition conducted by the Morgan Drexen bankruptcy trustee of David Walker, occurred in August 2015.

Walker’s answers will be in the A: section. My comments will be in [ ].

Q. Is Mr. Ledda currently employed?
A. I — I don’t know. I — I don’t know what his personal arrangements are.

Q. Do you know if he’s secured employment in the future?
A. I — I know — I don’t. I know he’s trying to work on things. I just don’t know if there’s actual employment agreements, if he’s getting paid. I don’t know any of the personal details of that.

Q. What is he trying to work on?
A. I know he’s trying to start up a business over in Europe.

Q. What kind of business?
A. What’s that?

Q. What kind of business?
A. Some type of consumer lending, I believe.

Q. Is he — is the target audience European or American or —
A. No. European.

Q: And, Mr. Walker, what is your relationship to Morgan Drexen?
A. I was their previous Chief Financial Officer.

Q. For what period of time?
A. From August 2009 until approximately February, March of 2015, I believe. Whenever the bankruptcy was filed.

Q. And what business was Morgan Drexen involved in while you were an officer?
A. Attorney support services.

Q. And within the attorney support services there were different lines of businesses; correct?
A. Correct.

Q. Could you briefly summarize what those lines are?
A. Bankruptcy, debt settlement. There was a period of time for mass tort. There were various ancillary services to both the bankruptcy and the debt settlement.

[I believe the mass tort refers to the mass joinder efforts others undertook.]

Q. Okay. But generally speaking, to your knowledge, there were no written agreements with the clients and Morgan Drexen?
A. That is —

Q. With the clients of the lawyers?
A. Of the attorneys.

Q. Right.
A. Correct.

Q. ‘Cause — And generally speaking, your perception was, is that the Morgan Drexen clients were generally the law firms?
A. That’s correct.

Q. Okay. And the Howard Law Firm is one of the law firms that we’re making reference to that did business with Morgan Drexen; correct?
A. That is correct.

Q. And — and the Howard Law Firm were — was Morgan Drexen doing business with the Howard Law Firm when you first started?
A. Yes.

Q. And were you periodically privy to some of the communications between the Howard Law Firm and Morgan Drexen?
A. I was. Those generally took place between either Walter and Jeff and Howard Law, but I was privy to a number of conversations over the years.

Q. Okay, okay. Did — there are a number of law firms that — well, before we get there, let me ask you some questions about — so how — how did — with the Howard Law Firm, how did, what kind of services did Howard Law Firm use?
A. They used, primarily, all of the services of Morgan Drexen — accounting, trust services, marketing support, client services, creditor relations, IT.

Q. And how did, how did — and they used those services and they paid Morgan Drexen for those services?
A. Yes.

Q. And they paid for that out of their own funds, as far as you know?
A. Yes.

Q. And were you ever privy to any of their agreements that they had with the — their underlying clients?
A. I’ve seen the agreements between Howard Law and the underlying clients, yes.

Q. Okay. They were provided to you as well?
A. Yes.

Q. To you, meaning Morgan Drexen, essentially?
A. Yes.

Q. Okay. And there were — now sometimes there were disbursements from Morgan Drexen or some of the Morgan Drexen entities to the Howard Law Firm. What would those have been for?
A. I don’t know, other than expense reimbursements or something along those lines. Generally, the funds always flowed the other direction, from Howard Law to Morgan Drexen.

Q. What would the expense reimbursements be for?
A. I don’t know.

Q. All right. Now, Morgan Drexen is also listed as a transf- — as a disbursement that was paid about a hundred grand or so from marketing services. What services would Morgan Drexen have pro- — have been providing?
A. So there was an allocation of certain assets and expenses. Walter Ledda, his, he was still serving as a CEO of Morgan Drexen, but overseeing activities of MDRX, and there was a payment for his services, management fees.

Q. All right. Now, does Gold Mountain Media also fall under the category of what we were talking about before, too?
A. Yes, as a marketing vendor.

Q. Okay. And now here’s — here’s an entry for Williams & Howard, Williamson & Howard getting 32,000 in March of 2015.
A. Yes.

Q. Do you know what that may have been for?
A. That was primarily because the creditor relations were under Williamson & Howard, and so with the support services that Morgan Drexen or MDRX were providing to other attorneys, they needed to lease those employees from Williamson & Howard in order to be able to charge that out to the other attorneys. So it was probably for a lease payment of employees.

Q. Sir, who at Morgan Drexen would be most knowledgeable of the working relationships between the law firms the Trustee just mentioned and Morgan Drexen?
A. Jeffrey Katz.

Q. Okay. Anyone else besides Jeffrey Katz?
A. Walter Ledda would be able to speak to that. He was very involved with Jeff on that. Deborah Ketsdever reviewed and would authorize payments on the invoices of that, so she might have knowledge based on that review.

Q. Okay. Would it be fair to say that Jeffrey Katz had the primary responsibility of communicating with the law firms just mentioned by the Trustee?
A. That is correct.

Q. And when did it become insolvent?
A. When the judgments were eminent from the CFPB matter and Wisconsin and West Virginia, the culmination of those.

Q. And when do you think that occurred?
A. ’15. 2015.

Q. That’s when the judgments came down or started to come down?
A. That’s — that’s when the final ones came down from the CFPB matter.

Q. That’s when the liability started to become fixed?
A. Yeah, and —

Q. But the lawsuits had been filed some time ago with respect to those —
A. Correct.

Q. Was that judgment alone enough to put, to make Morgan Drexen insolvent?
A. No. I believe we would have been able to work through a payment plan with that one.

Q. But on a liquid — but if the company had liquidated, would it have had the resources to be able to pay the judgment at that time?

A. Based on a pure balance sheet liquidation, yes.

Q. You think they could have paid it on a pure balance sheet liquidation?
A. Yes.

Q. In what year?
A. I believe that judgment came in 2013.

Q. Okay. Okay. And the other judgments?
A. Was — there was Wisconsin.

Q. Uh-huh.
A. And similarly, with, if we would have been able to negotiate a payment plan with them — and I believe we were in the midst of trying to do that — we would have been able to continue operations. If they had to — if we had to pay the judgment up front, which is what they were requesting, I don’t believe we would have been able to sustain operations.

Q. Okay. And what year did you say the Wisconsin one came down?
A. I believe it was 2013 as well.

Q. Okay. And that one, in conjunction with Virginia, would have made the debtor insolvent?
A. If they would have both immediately required payment, yes.

Q. Okay. So you mentioned attorney receivables. When Morgan Drexen filed bankruptcy, there are still receivables owed by attorneys; correct?
A. Correct.

Q. About how much monies are owed?
A. I believe it was a couple million dollars that was still owed.

Q. And do you believe that money is collectible?
A. I do not.

Q. Why?
A. Because it was predicated upon the collection of fees from consumers. In the process that those, the fees that were collected by the attorneys from consumers is what the attorneys use to pay the fees to Morgan Drexen, and without Morgan Drexen continuing to operate or provide those services for the attorneys, the collection of those receivables were in question.

Q. And was it your understanding that contractually, in writing, that that was the understanding?
A. It was. I believe there was a clause in the contract between Morgan Drexen and the attorneys, that if Morgan Drexen were to cease offering services, that those receivables would not be collectible.

Q. Okay. Do you know whether Morgan Drexen ever made any attempts to try to collect those receivables?
A. I know there were a number of conversations that took place between Morgan Drexen and the attorneys regarding that and that there was a write off of a large portion of those receivables because of that, with an agreement to collect a portion of them.

Q. Okay. And would the Howard Law Firm be one of the parties that would owe money under these circumstances that you described?
A. Yes, yes.

Q. That would have a receivable outstanding to it?
A. Yes.

Q. Are you familiar with LegalSoft, Inc.?
A. I am.

Q. And who owns LegalSoft, Inc.?
A. Walter Ledda.

Q. Does he own it a hundred percent?
A. He does.

Q. Okay. And do you know when LegalSoft, Inc., was created?
A. I believe in 2012, late 2012.

Q. And what does LegalSoft, Inc., do?
A. They do backup and data storage services.

Q. Okay. And do you know who the CEO or President or Operator of LegalSoft, Inc., is?
A. It was Walter Ledda.

Q. Oh, it was Walter Ledda?
A. (Witness shakes head up and down.)

Q. At all times, as far as you know?
A. As far as I know.

Q. Do you know how much Mr. Ledda received during that time period?
A. I don’t. We have records of that, but —

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Q. What were the terms of his compensation?
A. He was on a base of 1 million dollars a year during 2000, 2014. I know he deferred a portion of his compensation in order to be able to generate more cash availability for the company and — so I know he deferred a portion of it.

Q. Mr. Walker, when Morgan Drexen entered into an arrangement with one of these law firms that you described that took — provide these various services, how did, how did, did — what typically happened? Did Morgan Drexen contact the law firm? Did the law firm contact Morgan Drexen? How did that process typically work?

A. It took various routes. Sometimes that law firm was referred to us from having a relationship with another law firm that we had already been providing services for. Sometimes that law firm already had worked with us as they served as local counsel through Howard Law or the other law firms that we supported, so they already knew all the services that we had offered. There were occasions that we would put out advertisements in legal magazines for counsel, or if there were certain states that we felt we wanted to be in and we needed to have an attorney in that state in order to be able to provide services.

Q. And so even if the — Morgan Drexen had provided services to the law firm, for which they hadn’t been — Morgan Drexen hadn’t been paid, if there wasn’t an ongoing future support services, then the law firm would be relieved of its obligation to pay for services already provided by Morgan Drexen?
A. I believe so.

Q. And what was the logic behind that?
A. I believe the logic was, is that in order to be able to collect from the consumers, the law firms for which they would then use, utilize that money to pay Morgan Drexen and Morgan Drexen needed to be able to continue to provide these services. So if Morgan Drexen were to cease, then this collections from the consumers become at risk, and then the attorneys wouldn’t have the money to pay Morgan Drexen. So it was a —

Q. But —
A. — protection, I think, for the attorneys.

Q. But wouldn’t that really be for future services and for future income from the consumers, as opposed to for services that Morgan Drexen had already provided to the law firm and for which the law firm would have already received monies from the consumers?
A. Well, if — if the law firm could count on collection of all of the fees and services that they had already provided to the consumers, then I don’t believe you need that clause, but most of the consumers that have engagements with the attorneys are on payment plans for those legal services, and oftentimes, they will cancel that engagement prior to paying the fees that they owe the attorneys. So if services were to stop and you have, if you’re an attorney that has a thousand consumers, and they owe the law firm, you know, $200,000, and they stop and say “We’re not paying anymore,” the law firm now has no money for which to pay Morgan Drexen. And thus, I believe the reason for the clause in the contract.

Q. All right. Well, take the Howard Law Firm, just by way of an example, but really, any law firm. And so Morgan Drexen stopped — stopped doing services?
A. Mm-hmm.

Q. And let’s say that there were a thousand consumers that had been involved in, as part of this, these transactions —
A. Mm-hmm.

Q. — okay? Understood so far?
A. Mm-hmm.

Q. If — let’s suppose those thousand consumers continued to work with the Howard Law Firm at that law firm after Morgan Drexen stopped doing business. That’s happened to some extent, as far as you know; correct?
A. As far as I know, yes.

Q. So to a large extent, as far as you know, consumers have continued to stay with lawyers, even after Morgan Drexen stopped doing business?
A. There’s been a large number — my understanding is there’s been a large number of cancellations, and so a large portion of that client base of those attorneys has gone away, but yes, there’s still a — a large amount —

Q. Okay.
A. — of consumers that have stayed with the law firms. I think at the time that provision was put in was a fear that the attorneys wouldn’t be able to do these services on their own, and, therefore, the support services would go away and —

Q. But?
A. — we wouldn’t be able to provide those services.

Q. Understood. But to the extent that those consumers were still there or a portion that were still there, then that law firm would still be receiving the revenue without having to pay the obligation, as I understand it; correct?
A. That — that’s correct. They’re still able to receive the fees from the consumers for their services, without having them pay Morgan Drexen.

Q. For the services that were —
A. Correct.

Q. — already provided?
A. That were already provided.

Q. Are you currently employed by Howard Law?
A. I am.

Q. And what’s your position there?
A. I am the controller.

Q. What are your duties as the controller?
A. Right now I’m attempting to get their accounting and finance systems functioning and trying to take care of their payables and expenses.

Q. Is it fair to say that your role at Williamson & Howard is roughly the same as your role was at Morgan Drexen?
A. Other than — no, I elected not to be an officer. I did not want to be an officer of Howard Law going through this. I’m temporary until I find other employment.

Q. Okay. So other than your employment designation, let’s just focus on substance of what you’re doing, is it fair to say that the substance of your day-to-day work for Williamson & Howard is the same as the work you were doing for Morgan Drexen?
A. Yeah. I guess I — you could say, you know, it’s similar.

Q. And for the purpose of — let me — let me back up. Strike that. With respect to work performed in connection with consumers who were formerly serviced by Morgan Drexen, what is the division of labor between Howard Law and Williamson & Howard?
A. The services that Williamson & Howard provided previously, which is primarily the creditor relation services, those are continuing to be offered behind — from Williamson & Howard. The services that Howard Law now performs are primarily all the administrative services that Morgan Drexen previously performed, but for their own clients, and my understanding is temporarily for the — some of the other attorneys until they’re able to get their own services for their own law firms.

Q. Okay. So let’s just focus on Williamson & Howard. Other than Desmond Adams, who, if anyone, who formerly worked at Morgan Drexen is now employed by Williamson & Howard?
A. So I believe most of the employees that are Williamson & Howard were at one point at Morgan Drexen. There were — I believe there were a handful of them, maybe, that were hired directly to Williamson & Howard, but I believe everybody else were originally at Morgan Drexen.

Q. And how many, what’s the total number of employees at Williamson & Howard, roughly?
A. 20, I believe. It’s in that range, somewhere in that range.

Q. And so let’s just focus on the people who used to work at Morgan Drexen. What is the time period during which they were hired by Williamson & Howard?
A. I believe Williamson & Howard has been operating for a year and a half, approximately, maybe a little bit longer. Morgan Drexen had ceased providing creditor relation services, like I said, approximately a year and a half ago.

Q. So when you say “creditor relation services,” are you referring to the work negotiating settlements?
A. Yes. The work in — in relaying offers from creditors to consumers to the various attorneys.

Q. And so who at Morgan Drexen decided that the company was going to stop doing that and that Williamson & Howard was going to do that work?
A. It was Walter who decided that those services were not going to be offered by Morgan Drexen any longer, and then I believe at that point discussions took place with Lawrence Williamson and Vince Howard to assume those responsibilities, those duties.

Q. Why did Walter Ledda decide to have Morgan Drexen stop providing those services, if the company was earning money?
A. I think because of the regulatory problems that that presented. There’s two areas of the business, and this is my understanding of those conversations, but there were two areas of the business that there was significant concern as to regulatory oversight and con — problems, and the primary one was the creditor relations. And so he elected that that was not something that Morgan Drexen could continue to do without having significant issues going forward.

Q. What financial benefit, if any, did Morgan Drexen receive from Williamson & Howard or any other person or entity for handing over the servicing rights to Williamson Howard?
A. For the creditor relations? I —

Q. Yes.
A. None. To my knowledge, Morgan Drexen just elected to abandon it.

Q. Okay. Let’s talk about Howard Law. You’re currently employed by Howard Law on a temporary basis; is that correct?
A. That’s correct.

Q. And does Howard Law employ any other former Morgan Drexen employees?
A. Yes, they do.

Q. Who?
A. They have a handful of accounting people that were Morgan Drexen. They have a number of client services individuals, a handful of intake agents. Approximately — best guess is 50 to 60 individuals are at Howard Law that used to be with Morgan Drexen.

Q. Okay. And were these 50 and — to 60 individuals hired by Howard Law after Morgan Drexen stopped providing debt relief services?
A. I believe the maj- — yes, I believe the majority, if not all of them, were hired after they were let go from Morgan Drexen. Yes.

Q. Okay. So you described three different groups of people. The first were accounting people, you said?
A. Yes.

Q. Their jobs for Howard Law, are they performing on a day-to-day basis the same work that they had performed, been performing for Morgan Drexen?
A. I think the people are in different roles, but yeah, their — their accounting functions, as far as doing reconciliations, AP, things like that, are the same as what they did at Morgan Drexen.

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Q. Okay. And you also mentioned client services. What is their role?
A. Their role is to interact with consumers that are engaged with the law firm for any questions or — questions that they might have about the services of the law firm.

Q. Is that the same work that the client services department was doing at Morgan Drexen prior to the company stopping providing services?
A. Their — yeah, they’re in a client services role. So their — their roles are similar as far as answering questions, addressing concerns the consumers have, trying to help them understand what’s happening with their legal services. So yes.

Q. Okay. So basically, it sounds like the same work is being done that was being done before, it’s just now being done by these people at Howard Law; is that fair?
A. That’s fair. I mean, Howard Law has the same consumers that they had that Morgan Drexen is providing services for, and now they’re providing them directly to the consumers, so yes.

Q. This third group you mentioned was intake agents. What do they do at Howard Law?
A. They’re primarily following up on people who had been interested in the program previously. I know Howard Law has new advertisements that they’re planning on running, and these agents will at some point begin marketing and accepting new consumers into the services that Howard Law will be offering.

Q. Is it fair to say that the work that the intake agents are performing at Howard Law is the same as the work performed by intake agents at Morgan Drexen before it stopped operating services?
A. I think it’s actually — that’s one of the areas where I believe it’s different, from the standpoint that at Morgan Drexen the legal intake specialists would take phone calls and from our advertisements address questions and engage the consumers in the program; the client intake personnel at Howard Law has now, are primarily focused on communications with consumers to try and keep them in the program. They’re not answering advertisements as much and they’re not selling the same services that Morgan Drexen had sold.

1 Q. Okay. Is it fair to say that Howard Law’s goal since Morgan Drexen stopped providing services has been to keep consumers in the program and continue to offer the same services to consumers it had been offered when Morgan Drexen was involved?
A. Well, I think it’s a little bit different. You probably want to speak more with Vince about that, but my understanding, the way he described it to me, was that he liked to keep as many of the consumers engaged with his law firm that were engaged before, but I — he wants to significantly change the services that he is offering to those clients and new clients that his firm will be engaging.

Q. Let’s just focus on the existing clients —
A. Yeah.

Q. — who transferred over from Morgan Drexen.
A. Yeah.

Q. For those clients, is it Howard Law’s goal to keep them in the program and to offer the same services to those clients as they had been receiving when Morgan Drexen was involved?
A. Again, you probably want to get more information directly from him, but my understanding is, is that no, he wants to keep them, those clients engaged, but ultimately, he wants to change some of the services that his firm will be offering to those consumers.

Q. And —
A. Go ahead.

Q. Sorry to interrupt.
A. Yeah.

Q. Though it sounds like — we’re talking about different time periods. You’re talking prospectively about what Mr. Howard would like to do and changes he’d like to make. I’d like to focus on the present right now and what’s happened between the time when Morgan Drexen stopped providing services and today. So in that time period, has Howard Law attempted to keep consumers in the program and provide them with the same services that they had been provided when Morgan Drexen was involved?
A. My understanding is yes.

Q. Okay. Just a moment. Is Howard Law accepting payments from consumers who are formerly serviced by Morgan Drexen?
A. Yes, I believe they are.

Q. Okay. And have they done that as a matter of practice since Morgan Drexen stopped offering its services?
A. I believe they have.

Q. To the extent you can speak generally, what is Howard Law’s response to consumers who seek to terminate whatever relationship they have with Howard Law? I’m talking about consumers who were formerly serviced by Morgan Drexen.
A. My understanding is if they want to — to cancel, that they try to talk to them about why they’re wanting to cancel and keep them in the program if they can. If the consumer wants to cancel, then they are canceled from services from Howard Law.

Q. So during the time period between when Morgan Drexen stopped offering services and today, Howard Law has continued to earn fees as a result of working with consumers who are formerly serviced by Morgan Drexen correct?
A. I believe so, yes.

Q. Okay. And it’s also true that Williamson & Howard has earned fees in connection with the work that it’s done for those consumers; correct?
A. I believe so, yes.

Q. How much has Williamson & Howard earned since the date when Morgan Drexen stopped offering services on its work in connection with consumers formerly serviced by Morgan Drexen?
A. I — I don’t know.

Q. Can you give me a reasonable estimate?
A. I really can’t.

Q. How much has Howard Law earned in fees from consumers who were formerly serviced by Morgan Drexen since the time that Morgan Drexen stopped providing those services?
A. I don’t know the amount, but it’s a couple hundred thousand dollars, would be my best guess.

Q. Are you aware of an individual named Paul Reddam?
A. Paul Reddam, I am.

[Google search for Paul Reddam.]

Q. What connection, if any, did Mr. Reddam have to Morgan Drexen?
A. He doesn’t have any connection to Morgan Drexen that I’m aware of.

Q. At any point in time did he have any connection to Morgan Drexen?
A. He did. I know there were some loans that he had made to Walter. I know Morgan Drexen subleased space from Cash Call, which is owned by Paul Reddam. I — I believe that’s the extent of the relationship.

Q. Okay. What were the — what was the amount of the loan that you referenced to Mr. Ledda?
A. I don’t know exactly, but I believe it was a million dollars, million two, something in that range.

Q. Do you know what the terms of the loan were?
A. I don’t, other than I know that Walter was supposed to make a big balloon payment to him at some point if the company sold, and, you know, it was worth a lot of money, had money, but the other terms of the — the loan, I’m not aware of.

Q. And how did Mr. Ledda use the 1.2 million he received from Mr. Reddam?
A. I believe he put that into Morgan Drexen and used part of it himself. I don’t know — I don’t know all the details of that.

Q. Okay. Do you know whether or not Mr. Reddam had a right to exercise an ownership option in Morgan Drexen if Mr. Ledda did not make good on the repayment terms of the loan?
A. I don’t. I know at some point there were some discussions about warrants that Paul had. I don’t know that they were official warrants or unofficial, but I’m not aware of any exercise of any of that. Paul Reddam, I mean, the time that I was at Morgan Drexen, never had ownership of Morgan Drexen at any form.

Q. So at some point you indicated that Morgan Drexen subleased space from Cash Call; correct?
A. That’s correct.

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Q. You earlier mentioned Accord Financial, and it’s my understanding that Accord provided financing for Morgan Drexen, and it’s also my understanding that Morgan Drexen had to provide collateral in the form of cash somewhere north of 360,000 in 2014; is that correct?
A. That is correct.

Q. So who provided that capital? Was it provided by an individual, or was it put up by the company?
A. It was provided by Walter Ledda and Avi Gupta.

Q. Did it go through the company, or did Mr. Ledda and Mr. Gupta make a direct payment to Accord?
A. No. It was paid from the Captive Insurance Company. They were shareholders in the Captive Insurance Company, and when that was terminated, the distributions were made — that were to be made to Walter and Avi, instead were made to Accord as collateral, and then as Accord got paid — as Accord got paid down, that collateral became available, those funds were then released directly to Walter and Avi.

Q. When were those funds released?
A. Over a series of months, as the facility was paid down.

Q. During what time period? A. It would be 2014, primarily. I think the last payment was January of 2015, approximately.
Q. Okay. You mentioned a Captive Insurance Company. Who had an interest in that company?
A. Avi and Walter.

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