Case MFW Doc Filed 05/13/15 Page 1 of 6 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE

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1 Case MFW Doc Filed 05/13/15 Page 1 of 6 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE x In re Chapter 11 WASHINGTON MUTUAL, INC., et al., 1 Case No (MFW) Debtors. (Jointly Administered) Hearing Date TBD x Objection Deadline TBD MOTION OF WMI LIQUIDATING TRUST PURSUANT TO 11 U.S.C. 105(A) TO ADJOURN THE HEARING TO CONSIDER THE MOTION OF GRANT THORNTON FOR AN ORDER TO SHOW CAUSE WHY SANCTIONS SHOULD NOT BE IMPOSED AGAINST WASHINGTON MUTUAL LIQUIDATING TRUST FOR FAILURE TO COMPLY WITH THE COURT S FINAL FEE ORDER [DOCKET NO ] BY FAILING AND REFUSING TO PAY APPROVED PROFESSIONAL FEES WMI Liquidating Trust ( WMILT or the Trust ), as successor in interest to Washington Mutual, Inc. ( WMI ) and WMI Investment Corp., formerly debtors and debtors in possession (collectively, the Debtors ), hereby submits this motion (the Adjournment Motion ) pursuant to section 105(a) ( Section 105(a) ) of title 11 of the United States Code (the Bankruptcy Code ) and the General Chambers Procedures for the Honorable Mary F. Walrath (the General Chambers Procedures ) for an order adjourning the May 21, 2015 hearing (the May Hearing ) with respect to the motion of Grant Thornton LLP ( Grant Thornton ) for an order seeking payment of, among other things, certain professional fees, dated April 27, 2015 [D.I ] (the Fee Motion ) 2 until the next scheduled omnibus hearing on June 23, 2015 at 1 The Debtors in these chapter 11 cases along with the last four digits of each Debtor s federal tax identification number are (i) Washington Mutual, Inc. (3725); and (ii) WMI Investment Corp. (5395). The principal offices of WMILT, as defined herein, are located at 1201 Third Avenue, Suite 3000, Seattle, Washington Capitalized terms used and not defined herein shall have the meaning ascribed to such terms in the Fee Motion and the Response (as defined herein).

2 Case MFW Doc Filed 05/13/15 Page 2 of a.m. (ET) (the June Hearing ), or such other later date to be determined by the Court, and respectfully represents as follows Background 1. On April 27, 2015, Grant Thornton filed the Fee Motion, seeking payment of, among other things, certain professional fees, including the Contingency Fee. 2. Concurrently herewith, the Trust (i) filed the Response of WMI Liquidating Trust to the Fee Motion (the Response ) and (ii) served Grant Thornton with discovery requests and a notice of deposition related thereto. 3. Prior to filing the Adjournment Motion, the Trust sought a consensual adjournment of the May Hearing to consider the Fee Motion and an extension of Grant Thornton s deadline to file a reply in support thereof. As of the date herein, Grant Thornton has not consented to such adjournment. 4. Additional background is set forth more fully in the Response, which is incorporated by reference herein. Jurisdiction 5. The United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court ) has jurisdiction to consider this matter pursuant to 28 U.S.C. 157 and This is a core proceeding pursuant to 28 U.S.C. 157(b). Venue is proper before the Bankruptcy Court pursuant to 28 U.S.C and Relief Requested 6. By this Adjournment Motion, WMILT respectfully requests that, in the interests of justice, this Court enter an order adjourning the May Hearing to consider the Fee Motion until the June Hearing or such other later date to be determined by the Court. WMILT 2

3 Case MFW Doc Filed 05/13/15 Page 3 of 6 also respectfully requests that the Court extend Grant Thornton s deadline to file its reply in support of the Fee Motion accordingly. Basis for Relief Requested 7. The relief requested herein is well within the Court s discretionary powers. Pursuant to Section 105(a), the Court s General Chambers Procedures, and the Court s inherent equitable powers, the court has broad discretion to manage its own docket and grant adjournments. See General Chambers Procedures ( Prior to requesting a continuance of any matter, counsel should contact all interested parties and advise Chambers if all parties agree or oppose the request. ); Casse v. Key Bank Nat l Ass n (In re Casse), 198 F.3d 327, 336 (2d Cir. 1999) ( Bankruptcy courts, both through their inherent powers as courts, and through the general grant of power in section 105, are able to police their dockets and afford appropriate relief. ) (internal quotation marks omitted); In re Ambotiene, 316 B.R. 25, 36 (Bankr. E.D.N.Y. 2004) ( As this Circuit has found, Section 105(a) allows courts to manage their dockets and afford appropriate relief where necessary. ) (citing In re Casse, 198 F.3d at 336); CGB Occupational Therapy, Inc. v. RHA Health Servs. Inc., 357 F.3d 375, , n.16 (3d Cir. 2004) (stating that the appropriate test when determining whether a court should grant a continuance is abuse of discretion). 8. Sufficient cause exists to grant the relief requested herein, which relief will not prejudice Grant Thornton. There are no exigent circumstances that require the Fee Motion to be considered at the May Hearing instead of one month later at the June Hearing. Indeed, Grant Thornton waited until September 2014, nearly four (4) months after approval of the Settlement Agreement, to make its first request of the Trust for payment of the Contingency Fee. Thereafter, Grant Thornton was extremely dilatory throughout its settlement discussions 3

4 Case MFW Doc Filed 05/13/15 Page 4 of 6 with the Trust, taking weeks at a time to respond to inquiries. It was not until late April 2015, nearly seven (7) months after Grant Thornton made its initial request for payment and nearly one year after consummation of the Settlement Agreement, that Grant Thornton filed the Fee Motion. Grant Thornton s continuous dawdling demonstrates that it is not in any rush to either have the Contingency Fee paid or this matter considered by the Court. Thus, a one-month adjournment will not be the death knell to Grant Thornton s request. Nevertheless, the Fee Motion also requests that interest accrue with respect to the Contingency Fee until it is paid by the Trust. To the extent the Court grants such request, the adjournment contemplated herein will have absolutely no prejudicial effect on Grant Thornton. 9. Moreover, concurrently herewith, the Trust has propounded necessary document requests on Grant Thornton related to the Fee Motion and served a notice of deposition. Not only will Grant Thornton require time to respond to such requests, but the Trust will, in turn, need time to review the documents produced by Grant Thornton for use at the deposition noticed and at the hearing thereafter. The Trust submits that additional time is required in order for the Trust to effectively and efficiently process such requests and prepare for the deposition and, ultimately, the hearing to consider the Fee Motion. 10. Equally important, Mr. Curt Brouwer, Director of Tax for the Trust, is currently out of the country, returning in early June. As the Court is aware based on the Trust s Response, Mr. Brouwer was one of two Trust representatives critically involved in WMI s, and later, the Trust s, efforts to obtain a refund from the FTB. Moreover, Mr. Brouwer was also one of two point people that communicated with Grant Thornton throughout its engagement on behalf of WMI and the Trust and can attest to Grant Thornton s contribution (or lack thereof) to the Trust s favorable settlement with the FTB. Accordingly, it is paramount to the Court s 4

5 Case MFW Doc Filed 05/13/15 Page 5 of 6 consideration of the Fee Motion that Mr. Brouwer be available as a witness at the hearing to consider the Fee Motion. 11. As discussed above, prior to filing the Adjournment Motion, the Trust sought a consensual adjournment of May Hearing to consider the Fee Motion and an extension of Grant Thornton s deadline to file a reply in support thereof. However, Grant Thornton has not consented to such adjournment. Therefore, the parties have not been able to reach an agreement. The Trust remains open to reaching an agreed schedule with Grant Thornton on this matter and is available for a telephonic conference, at the Court s convenience, to determine when the hearing for the Fee Motion should be scheduled. Notice 12. Notice of the Adjournment Motion has been given to (i) Grant Thornton, (ii) the U.S. Trustee, and (iii) all persons entitled to receive notice pursuant to Bankruptcy Rule In light of the nature of the relief requested, WMILT submits that no other or further notice need be provided. 5

6 Case MFW Doc Filed 05/13/15 Page 6 of 6 Conclusion WHEREFORE WMILT respectfully requests entry of an order, substantially in the form attached hereto as Exhibit A (i) adjourning the May Hearing to June 23, 2015 at 930 a.m. (ET) or such other later date to be determined by the Court and (ii) extending Grant Thornton s deadline to file its reply in support of the Fee Motion accordingly. Dated May 13, 2015 Wilmington, Delaware /s/ Amanda R. Steele Mark D. Collins (No. 2981) Paul N. Heath (No. 3704) Amanda R. Steele (No. 5530) RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, Delaware Telephone (302) Facsimile (302) and Brian S. Rosen, Esq. WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York Telephone (212) Facsimile (212) Attorneys for WMI Liquidating Trust 6

7 Case MFW Doc Filed 05/13/15 Page 1 of 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE x In re Chapter 11 WASHINGTON MUTUAL, INC., et al., 1 Case No (MFW) Debtors. (Jointly Administered) Hearing Date TBD x Objection Deadline TBD NOTICE OF MOTION AND HEARING PLEASE TAKE NOTICE that on May 13, 2015, WMI Liquidating Trust ( WMILT ), as successor in interest to Washington Mutual, Inc. and WMI Investment Corp., formerly debtors and debtors in possession (collectively, the Debtors ), filed the Motion of WMI Liquidating Trust Pursuant to 11 U.S.C. 105(a) to Adjourn the Hearing to Consider the Motion of Grant Thornton for an Order to Show Cause Why Sanctions Should Not Be Imposed Against Washington Mutual Liquidating Trust for Failure to Comply with the Court s Final Fee Order [Docket No ] by Failing and Refusing to Pay Approved Professional Fees (the Motion ) with the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court ). PLEASE TAKE FURTHER NOTICE that, contemporaneously with the filing of the Motion, the Debtors also filed a motion to shorten the notice and objection periods with respect to the Sale Motion (the Motion to Shorten ). PLEASE TAKE FURTHER NOTICE that, if the Bankruptcy Court grants the relief requested in the Motion to Shorten, (i) a telephonic hearing to consider the Motion will be 1 The Debtors in these chapter 11 cases along with the last four digits of each Debtor s federal tax identification number are (i) Washington Mutual, Inc. (3725); and (ii) WMI Investment Corp. (5395). The principal offices of WMILT, as defined herein, are located at 1201 Third Avenue, Suite 3000, Seattle, Washington RLF v.1

8 Case MFW Doc Filed 05/13/15 Page 2 of 2 held before The Honorable Mary F. Walrath at the Bankruptcy Court, 824 North Market Street, 5 th Floor, Courtroom 4, Wilmington, Delaware 19801, at a time to be determined by the Bankruptcy Court on or before May 15, 2015 (EDT) and (ii) written responses or objections to the Motion, if any, shall be filed with the Clerk of the Bankruptcy Court, 824 Market Street, 3 rd Floor, Wilmington, Delaware 19801, on or before 400 p.m. (EDT) on the day prior to such telephonic hearing. PLEASE TAKE FURTHER NOTICE that once the Bankruptcy Court acts on the relief requested in the Motion to Shorten, separate notice will be provided of the approved hearing date and objection deadline for the Motion. Dated May 13, 2015 Wilmington, Delaware /s/ Amanda R. Steele Mark D. Collins (No. 2981) Paul N. Heath (No. 3704) Amanda R. Steele (No. 5530) RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, Delaware Telephone (302) Facsimile (302) and Brian S. Rosen, Esq. WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York Telephone (212) Facsimile (212) Attorneys for WMI Liquidating Trust RLF v.1

9 Case MFW Doc Filed 05/13/15 Page 1 of 3 Exhibit A

10 Case MFW Doc Filed 05/13/15 Page 2 of 3 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE x In re Chapter 11 WASHINGTON MUTUAL, INC., et al., 1 Case No (MFW) Debtors. (Jointly Administered) x Re Docket No. ORDER GRANTING MOTION OF WMI LIQUIDATING TRUST PURSUANT TO 11 U.S.C. 105(A) TO ADJOURN THE HEARING TO CONSIDER THE MOTION OF GRANT THORNTON FOR AN ORDER TO SHOW CAUSE WHY SANCTIONS SHOULD NOT BE IMPOSED AGAINST WASHINGTON MUTUAL LIQUIDATING TRUST FOR FAILURE TO COMPLY WITH THE COURT S FINAL FEE ORDER [DOCKET NO ] BY FAILING AND REFUSING TO PAY APPROVED PROFESSIONAL FEES Upon the motion, dated May 13, 2015 (the Adjournment Motion ), 2 of WMI Liquidating Trust ( WMILT ), as successor in interest to Washington Mutual, Inc. ( WMI ) and WMI Investment Corp., formerly debtors and debtors in possession (collectively, the Debtors), for entry of an order pursuant to section 105(a) of title 11 of the United States Code and the General Chambers Procedures for the Honorable Mary F. Walrath for an order adjourning the May 21, 2015 hearing with respect to the motion of Grant Thornton LLP for an order seeking payment of, among other things, certain professional fees, dated April 27, 2015 [D.I ] (the Fee Motion ) to the next scheduled omnibus hearing date, June 23, 2015 at 930 a.m. (ET), all as more fully set forth in the Adjournment Motion; and the Court having jurisdiction to consider the Adjournment Motion and the relief requested therein pursuant to 28 U.S.C. 157 and 1334; 1 The Debtors in these chapter 11 cases along with the last four digits of each Debtor s federal tax identification number are (i) Washington Mutual, Inc. (3725); and (ii) WMI Investment Corp. (5395). The principal offices of WMILT, as defined herein, are located at 1201 Third Avenue, Suite 3000, Seattle, Washington Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them to the Adjournment Motion.

11 Case MFW Doc Filed 05/13/15 Page 3 of 3 and consideration of the Adjournment Motion and the relief requested therein being a core proceeding pursuant to 28 U.S.C. 157(b); and venue being proper before this Court pursuant to 28 U.S.C and 1409; and due and proper notice of the Adjournment Motion under the circumstances having been provided to those parties identified therein, and no other or further notice being required; and the Court having determined that the relief sought in the Adjournment Motion is in the best interest of WMILT, its creditors, and all parties in interest; and the Court having determined that the legal and factual bases set forth in the Adjournment Motion establish just cause for the relief granted herein; and after due deliberation and sufficient cause appearing therefore, it is ORDERED that the Adjournment Motion is GRANTED; and it is further ORDERED that the May 21, 2015 hearing to consider the Fee Motion shall be adjourned until, 2015 at.m. (ET); and it is further ORDERED that this Court shall retain jurisdiction to hear and determine all matters arising from or related to the implementation, interpretation, or enforcement of this Order. Dated May, 2015 Wilmington, Delaware THE HONORABLE MARY F. WALRATH UNITED STATES BANKRUPTCY JUDGE 2