SommSelect bankruptcy?

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Sean Haggerty
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SommSelect bankruptcy?

#1 Post by Sean Haggerty »

Not sure if any of you heard anything on this, i recieved in the mail a notice of appointment today…. Looked online to confirm it.

https://bkdata.com/business-bankruptcie ... lect-10267

I really enjoyed the blind 6 wine that would come out, not to mention the wines themselves.

I figured you’d guys be the best to ask that are in the business. They’ve charged but have not sent me 2 rounds of wines (which I was assured is due to the weather) Is this as ominous as it feels?

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Re: SommSelect bankruptcy?

#2 Post by Rodrigo B »

Interesting to see this pop up. I have in theory two bottles of wine pending from them, but am not listed.

I've had some recent issues prior to summer trying to coordinate shipment of some winter hold wines I ordered from them, which took quite a while to resolve. Was not an ideal final resolution, but the best they could do given the circumstances and ultimately satisfactory to me.

I don't think yours and mine logistics mishaps are connected to the bankruptcy filing. From my interactions with their customer service reps, I got the impression that the team handling fulfilment at the warehouse was currently in disarray and pretty uncoordinated. I think the shipping mishaps are a likely a personnel matter.
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Re: SommSelect bankruptcy?

#3 Post by marc shivers »

I too really enjoy their Blind 6 wine shipments; hopefully this is just a capital structure re-org, and they'll remain a going concern.

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Re: SommSelect bankruptcy?

#4 Post by Sean Haggerty »

marc shivers wrote: July 19th, 2022, 2:57 pm I too really enjoy their Blind 6 wine shipments; hopefully this is just a capital structure re-org, and they'll remain a going concern.
Like most my inquiries, sommselect followed up by the end of the day. Let me first state I am satisfied with the company from a customer service standpoint. Just was my first time getting a letter in the mail from a bankruptcy lawyer and it felt odd. Somm reached out to me (after calling and leaving a voice message) and gave me an honest answer that it’s what Marc is alluding to.
Maybe California law forces lawyers to send these notices to all clients? At first it wasn’t a good look, and I’d imagine the PR peeps at Somm may not of realized these letters went out (based off somms rep that called me, she was unsure of these letters going out as well). But they have remained professional in all my interactions.
Anyhoo just really loved the brief time I’ve been getting their stuff, especially the Blind 6 which is quite fun and great practice. Hoping for the best of these guys in these tough times. Would love to keep purchasing their bottles.

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Re: SommSelect bankruptcy?

#5 Post by Scott Watkins »

Sorry to hear this, I had forgotten about them although checking my account I see my last purchase was a bunch of 12 Gonon Saint-Joseph for $48 per and IIRC back then it was a bit pricey :)
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Re: SommSelect bankruptcy?

#6 Post by Jay Miller »

Also sorry to hear this. I've only ordered a few times but always been happy with the selection and service.
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Re: SommSelect bankruptcy?

#7 Post by Patrick Neale »

They did file for chapter 11. I am a bankruptcy attorney and looked at the case. Several of their customers are their largest creditors. They also list as their largest single debt prepaid deposits for wine they haven't shipped. I don't have a good feeling about this one.

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Re: SommSelect bankruptcy?

#8 Post by Venkat K »

Woah. Not good. I have about $2500 worth of wine on Summer Hold with SommSelect. I specifically requested that it be on Summer Hold, and quite honestly I love that SommSelect offers this. I've been using them for a while and have had nothing but a phenomenal experience with them. Nevertheless, this is a bit worrisome. How do I read their bankruptcy report/filing/official document? I quickly searched for it and couldn't find an actual document. Don't specifically know what to look for here. I have no background in law as you can tell.
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Re: SommSelect bankruptcy?

#9 Post by Andy Ferguson »

To read the full details, you need a PACER account, which gives you access to federal court filings: https://pacer.uscourts.gov/register-account ... You'll need a credit card since PACER technically has charges, but as long as your charges are less than $30/quarter, it's free to use.

Once you have a PACER account, the California Northern Bankruptcy Court has the records for SommSelect bankruptcy. This is the direct link to the Docket report once you are logged-in to PACER: https://ecf.canb.uscourts.gov/cgi-bin/D ... 52-L_1_0-1 ... Case number is 22-10267.

I recommend document number 24 ("Corrected Motion FOR ENTRY OF INTERIM AND FINAL ORDERS AUTHORIZING DEBTOR TO HONOR CUSTOMER CONTRACTS AND PROGRAMS IN THE ORDINARY COURSE OF BUSINESS")

That document includes the explanation of why they declared emergency bankruptcy, which matches the explanation given in the email they sent to customers yesterday. ("...disputed liability related to a potential multi-million litigation claim asserted by the plaintiff in Carneiro v. Somm, Inc., Case No. SCV-264224, currently pending in the Superior Court of California, Sonoma County (the “Carneiro Litigation”). The case arises out of an alleged breach of a Buy-Sell Agreement between Brandon Carneiro, the Debtor, and three other shareholders of the Debtor. Mr. Carneiro is one of the founders of the
Debtor, a former CEO of the Debtor, and a former shareholder of the Debtor." ... ["the Debtor" refers to SommSelect here])

In document number 39 on July 21, the Judge ordered that SommSelect can continue operating their business for the customers (i.e., taking orders and [when weather permits] sending the wine on summer hold, but cannot issue refunds, as SommSelect noted in their FAQ), although there are exceptions called out in the Judge's order for the three largest orders (all three are above $50k)

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Re: SommSelect bankruptcy?

#10 Post by A. Tzikas »

The good news is that the creditors' committee will be stacked with customers....
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Re: SommSelect bankruptcy?

#11 Post by Venkat K »

I was able to access the document you suggested through PACER. Thank you!

BIG DISCLAIMER: THE FOLLOWING MAY NOT BE ACCURATE. IT'S MY BEST UNDERSTANDING OF EVENTS FROM A QUICK READ OF SOME RELEVANT DOCUMENTS AND SOME INFERENCES. I AM NO LAWYER. THE INFORMATION BELOW COULD BE COMPLETELY WRONG.

It seems (and once again, I am no lawyer) that Brandon Carneiro, one of the original co-founders of SommSelect, sued SommSelect (Carneiro v. Somm, Inc., Case No. SCV-264224) due to a dispute regarding the share price that the Buy-Sell Agreement stipulates that Mr. Carneiro's shares are worth. It seems that Mr. Carneiro is no longer involved in SommSelect and I suspect that Mr. Carneiro was therefore (per the Buy-Sell Agreement) trying to sell his shares back to SommSelect. I suspect that the Buy-Sell Agreement might say something to the effect of: SommSelect will buy the shares of an equity holder when they leave (I did not read the Buy-Sell Agreement, and I'm just guessing here).
23.

Early this year, following a trial, the jury in the Carneiro Litigation came back
with a verdict finding that the parties used the wrong value to calculate the price of Mr.
Carneiro’s shares under the Buy-Sell Agreement. Instead of the $0.13/share valuation
obtained by an independent third-party selected by the parties, the jury found that the
Company should have used a value of $1.00/share to determine the price for Mr. Carneiro’s
3,940,000 shares of stock. The Debtor continues to contest the validity of the jury verdict
and the claim.
(Doc #24 in the bankruptcy filings)

If my reading is correct, per the verdict in the Carneiro litigation, SommSelect might owe $3,940,000 to Mr. Carneiro (as opposed to the much lower $512,200 that they anticipated) for his shares. From document 3-3 in the filings, it seems that SommSelect's assets as of June 30 2022 stand at $1,907,982.56, and it seems that Mr. Carneiro started a process to take control of all of SommSelect's assets as an, at least partial, repayment of this alleged debt. Hence, it seems, that SommSelect might have initiated the Chapter 11 bankruptcy to avoid Mr. Carneiro taking control of all assets and avoid effectively going out of business (since Mr. Carneiro gaining control of all assets might result in SommSelect being unable to fulfill its obligations to customers - send wine that's been payed for).

In the words of Doc #24:
24.

No judgment has yet been entered in the Carneiro Litigation, which is still
subject to post-trial motions and disputes over the amount and form of the judgment, which
the Superior Court was set to hear on October 5, 2022. However, on July 13, 2022, the
Debtor was notified that the Plaintiff had moved ex parte for a prejudgment writ of
attachment against all of the Debtor’s assets that was scheduled to be reviewed by the
Superior Court at 10:30 a.m. on July 14, 2022.

25.

The Debtor filed this case on an emergency basis to prevent the Plaintiff from
attaching all of the Debtor’s assets and elevating its unsecured claim over the claims of
other unsecured creditors.
I'd like to find out more about the Carneiro v. Somm case (Case No. SCV-264224). Just interesting to see behind the curtain a bit here. Can anyone here tell me where to go? I tried going here: https://cmsportal.sonomacourt.org/iportal but it seems to only list case events, not the actual documents, but maybe I missed it.
Last edited by Venkat K on August 3rd, 2022, 2:37 pm, edited 2 times in total.
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Re: SommSelect bankruptcy?

#12 Post by Sean Haggerty »

Venkat K wrote: August 2nd, 2022, 8:09 pm I was able to access the document you suggested through PACER. Thank you!

BIG DISCLAIMER: THE FOLLOWING MAY NOT BE ACCURATE. IT'S MY BEST UNDERSTANDING OF EVENTS FROM A QUICK READ OF SOME RELEVANT DOCUMENTS AND SOME INFERENCES. I AM NO LAWYER. THE INFORMATION BELOW COULD BE COMPLETELY WRONG.

It seems (and once again, I am no lawyer) that Brandon Carneiro, one of the original co-founders of SommSelect, sued SommSelect (Carneiro v. Somm, Inc., Case No. SCV-264224) due to a dispute regarding the share price that the Buy-Sell Agreement stipulates that Mr. Carneiro's shares are worth. It seems that Mr. Carneiro is no longer involved in SommSelect and I suspect that Mr. Carneiro was therefore (per the Buy-Sell Agreement) trying to sell his shares back to SommSelect. I suspect that the Buy-Sell Agreement might say something to the effect of: SommSelect will buy the shares of an equity holder when they leave (I did not read the Buy-Sell Agreement, and I'm just guessing here).
23.

Early this year, following a trial, the jury in the Carneiro Litigation came back
with a verdict finding that the parties used the wrong value to calculate the price of Mr.
Carneiro’s shares under the Buy-Sell Agreement. Instead of the $0.13/share valuation
obtained by an independent third-party selected by the parties, the jury found that the
Company should have used a value of $1.00/share to determine the price for Mr. Carneiro’s
3,940,000 shares of stock. The Debtor continues to contest the validity of the jury verdict
and the claim.
(Doc #24 in the bankruptcy filings)

If my reading is correct, per the verdict in the Carneiro litigation, SommSelect might owe $3,940,000 to Mr. Carneiro (as opposed to the much lower $512,200 that they anticipated) for his shares. From document 3-3 in the filings, it seems that SommSelect's assets as of June 30 2022 stand at $1,907,982.56, so it seems that following the verdict might result in Mr. Carneiro taking control of all of SommSelect's assets. Hence, it seems, that SommSelect might have initiated the Chapter 11 bankruptcy to avoid effectively going out of business (and avoid being unable to fulfill its obligations to customers - send wine that's been payed for).

In the words of Doc #24:
24.

No judgment has yet been entered in the Carneiro Litigation, which is still
subject to post-trial motions and disputes over the amount and form of the judgment, which
the Superior Court was set to hear on October 5, 2022. However, on July 13, 2022, the
Debtor was notified that the Plaintiff had moved ex parte for a prejudgment writ of
attachment against all of the Debtor’s assets that was scheduled to be reviewed by the
Superior Court at 10:30 a.m. on July 14, 2022.

25.

The Debtor filed this case on an emergency basis to prevent the Plaintiff from
attaching all of the Debtor’s assets and elevating its unsecured claim over the claims of
other unsecured creditors.
I'd like to find out more about the Carneiro v. Somm case (Case No. SCV-264224). Just interesting to see behind the curtain a bit here. Can anyone here tell me where to go? I tried going here: https://cmsportal.sonomacourt.org/iportal but it seems to only list case events, not the actual documents, but maybe I missed it.
Thanks for breaking it down for guys like me. (Zero clue)
Hope SommSelect can keep it together.

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Re: SommSelect bankruptcy?

#13 Post by Venkat K »

Anyone have some insight on how to look into Carneiro v. Somm case (Case No. SCV-264224)? https://cmsportal.sonomacourt.org/iportal seems to only list case events.
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