Section 329(b) Motion Template

Structural scaffold for a Section 329(b) fee review motion. Organized by doctrinal prong with caselaw anchors. Usable by movants, U.S. Trustees, courts reviewing sua sponte, and successor counsel. Research index only - adapt to the specific case record.

Template Architecture

A Section 329(b) motion has a predictable seven-part structure. Each part maps to a doctrinal element. This page provides fillable scaffolding for each part with italicized placeholders in square brackets. Citations to primary authority and caselaw are anchored to the Section 329(b) caselaw map.

  1. Caption and jurisdictional statement
  2. Parties and movant's standing
  3. Factual recitation (payments received, services disclosed, services delivered)
  4. Disclosure prong (Section 329(a) / Rule 2016(b) compliance)
  5. Reasonableness prong (lodestar + Section 330(a)(3) factors)
  6. Remedy (full vs partial disgorgement)
  7. Procedural relief requested (notice, hearing, specific order)

This template is a research scaffold. Specific jurisdictions have local rule requirements for motion form, service, and hearing procedures. Always check local rules and the specific bankruptcy court's standing orders before filing.

Part 1: Caption and Jurisdictional Statement

UNITED STATES BANKRUPTCY COURT [District] In re: [Debtor Name], Case No. [Number] Chapter [7 / 11 / Sub V / 12 / 13] Debtor. [Movant Name]'s MOTION UNDER 11 U.S.C. § 329(b) AND FED. R. BANKR. P. 2017 TO REVIEW ATTORNEY COMPENSATION AND ORDER DISGORGEMENT OF EXCESSIVE FEES [Movant], by and through [counsel / pro se / UST authority], hereby moves this Court for an order under 11 U.S.C. § 329(b) and Fed. R. Bankr. P. 2017(a) and (b) reviewing the compensation paid to [Attorney/Firm Name] and ordering the return of compensation in excess of the reasonable value of services rendered. Jurisdiction is proper under 28 U.S.C. §§ 1334 and 157(b)(2)(A). This is a core proceeding.

Part 2: Parties and Movant's Standing

PARTIES 1. Debtor: [Name, type (individual/corporate/partnership)]. 2. Counsel Subject to Review: [Attorney Name, Firm, Bar Number, State]. 3. [Other interested parties, trustee, Sub V trustee]. MOVANT'S STANDING 4. Movant has standing under [select]: [ ] 11 U.S.C. § 307 (U.S. Trustee general intervention authority) [ ] Fed. R. Bankr. P. 2017(a) (party in interest, pre-petition payments) [ ] Fed. R. Bankr. P. 2017(b) (debtor, UST, or court, post-petition) [ ] Court's own initiative (sua sponte under Rule 2017) 5. [If UST]: Section 307 grants the United States Trustee authority to raise any issue in any case or proceeding under Title 11. This motion is brought pursuant to that authority.

For authority on standing, see Rule 2017 and sua sponte authority. Section 307 standing is the foundational basis for any UST-initiated motion.

Part 3: Factual Recitation

FACTS A. Compensation Paid and Agreed 6. On or about [date], Debtor engaged [Attorney] to represent the Debtor in [matter]. 7. Pursuant to the engagement letter dated [date], the hourly rate was [$rate] for attorneys and [$rate] for paralegals. 8. Debtor (or non-debtor third party [identify]) paid [Attorney] the total sum of $[amount] between [date] and [date]. B. Disclosures Filed 9. On [date], [Attorney] filed a Rule 2016(b) statement at Docket Entry [#]. The statement disclosed compensation of $[amount] at an hourly rate of $[rate]. 10. [If applicable]: No supplemental Rule 2016(b) statement was filed for [rate increase / additional payment / third-party payment]. C. Services Delivered 11. Review of the case docket reveals [Attorney]'s work product consisting of [list filings, appearances, discrete deliverables]. 12. Total billable hours recorded: [hours]. 13. [Identify any services charged but not reflected in the case record; attach billing statement as Exhibit A].

Part 4: Disclosure Prong (Section 329(a) / Rule 2016(b))

LEGAL ARGUMENT - DISCLOSURE 14. Section 329(a) requires every attorney representing a debtor to disclose all compensation "paid or agreed to be paid," if such payment was made within one year before the filing date. See 11 U.S.C. § 329(a). 15. Rule 2016(b) implements Section 329(a) by requiring the attorney to file a disclosure statement within 14 days of the order for relief, and a supplemental statement within 14 days of any payment or agreement not previously disclosed. 16. [Attorney]'s disclosure was deficient because: [select applicable] [ ] The initial statement was filed late [ ] The disclosed rate differs from the rate actually billed [ ] Supplemental disclosure was required for [change] and was not filed [ ] Source of compensation was not properly disclosed [ ] Fee-sharing arrangements were not disclosed 17. Under In re Stewart, 970 F.3d 1255 (10th Cir. 2020), the presumptive remedy for failure to comply with Section 329(a) and Rule 2016(b) is full disgorgement. The attorney bears the burden to show why less-than-full disgorgement applies. 18. Acquiescence by the debtor is not a defense to a disclosure violation. In re Downs, 103 F.3d 472 (6th Cir. 1996). The purpose of Section 329 is to protect the court and creditors, not only the debtor. In re Park-Helena Corp., 63 F.3d 877 (9th Cir. 1995).

See Rule 2016(b) disclosure compliance + Section 329(a) disclosure standard for the full framework.

Part 5: Reasonableness Prong (Lodestar + Section 330(a)(3))

LEGAL ARGUMENT - REASONABLENESS 19. Even absent disclosure violations, Section 329(b) authorizes the Court to cancel the fee agreement and order return of any payment "to the extent [it] exceeds the reasonable value of any such services." 11 U.S.C. § 329(b). 20. Reasonable value is measured under the Section 330(a)(3) factors, which the Court imports into the Section 329(b) analysis. The factors include: (A) time spent, (B) rates charged, (C) necessity and benefit of the services, (D) timeliness commensurate with complexity, (E) skill and experience of the attorney, and (F) comparable non-bankruptcy compensation. 21. The lodestar method is the primary analytical tool: reasonable hours x reasonable hourly rate. See In re Apex Oil Co., 960 F.2d 728 (8th Cir. 1992); In re Market Center East Retail Property, Inc., 730 F.3d 1239 (10th Cir. 2013). 22. The Court must conduct an independent reasonableness inquiry and cannot rubber-stamp an unopposed fee arrangement. In re Busy Beaver Bldg. Centers, Inc., 19 F.3d 833 (3d Cir. 1994). 23. Applying the lodestar and Section 330(a)(3) factors to this case: [Detail the specific application: hours recorded vs hours reasonably expended, rate charged vs reasonable rate, necessity of services, quality of deliverables, timeliness, skill demonstrated, comparable rates]. 24. The Section 330(a)(3) factors demonstrate that compensation of $[disclosed / approved amount] exceeds reasonable value by $[excess]. The excess is subject to return under Section 329(b).

See lodestar methodology + services-rendered vs services-charged audit for the quantification framework.

Part 6: Remedy (Full vs Partial Disgorgement)

REMEDY REQUESTED 25. Section 329(b) authorizes the Court to "cancel any such agreement, or order the return of any such payment, to the extent excessive," to the estate (in Chapter 11/12/13 or where funds would be estate property) or to the entity that made the payment. 26. [Select remedy posture]: [ ] FULL DISGORGEMENT - presumptive remedy where disclosure violations are present. See In re Stewart, 970 F.3d 1255; In re Prudhomme, 43 F.3d 1000 (5th Cir. 1995) (affirming full disgorgement of $75,000 retainer). Total amount: $[full amount paid]. [ ] PARTIAL DISGORGEMENT - appropriate where reasonableness-only challenge and disclosure was adequate. Amount: $[excess over reasonable value], calculated as $[paid] - $[reasonable value per lodestar]. 27. [Additional relief, if appropriate]: [ ] Pre-judgment interest from date of original payment [ ] Post-judgment interest until paid [ ] Sanctions for willful or bad-faith conduct [ ] Denial of future compensation in this case [ ] Referral to state bar disciplinary authority [ ] Coordination with the U.S. Trustee Program for any related enforcement action

See disgorgement remedy mechanics for full vs partial framework.

Part 7: Procedural Relief Requested

WHEREFORE, Movant respectfully requests that the Court: A. Set this motion for hearing on notice to [Attorney subject to review, Debtor, U.S. Trustee, trustee if any, and all parties in interest]; B. After notice and a hearing, enter an order pursuant to 11 U.S.C. § 329(b) and Fed. R. Bankr. P. 2017: (1) Finding that the compensation paid to [Attorney] exceeds the reasonable value of services rendered [and/or that disclosures under Section 329(a) and Rule 2016(b) were deficient]; (2) Canceling any fee agreement to the extent it provides for excessive compensation; (3) Ordering [Attorney] to return $[amount] to [the estate / the entity that made the payment] within [14 / 30] days; (4) [Additional relief as listed in Part 6]; (5) Retaining jurisdiction to enforce this order. C. Grant such other relief as the Court deems just and proper. Respectfully submitted, [Signature block] [Date]

Supporting Declaration Framework

A Section 329(b) motion is typically supported by a declaration attaching the three primary documents:

  1. Exhibit A: The Rule 2016(b) disclosure statement as filed (with any supplemental statements)
  2. Exhibit B: The engagement letter / retainer agreement
  3. Exhibit C: The complete billing record showing dates, tasks, hours, and amounts

Optional exhibits strengthen the motion:

Chapter-Specific Adaptations

Chapter 7

Disgorgement typically ordered to the debtor (Section 329(b)(2)) since fees were paid pre-petition from funds that would not have been estate property post-filing. Trustee may have standing in addition to the debtor.

Chapter 11 / Subchapter V

Disgorgement typically ordered to the estate (Section 329(b)(1)). Interim fee applications may have been filed; Section 329(b) review is independent of prior interim approvals. Sub V has additional considerations under Section 1195 trustee compensation. See Subchapter V fee review.

Chapter 13

Disgorgement typically ordered to the estate for distribution under the plan. Fees charged in connection with the case, including no-look fees, remain subject to reasonableness review.

Corporate Debtor Pro Se Limitation

A corporate debtor (corporation, LLC, partnership) cannot file a Section 329(b) motion pro se. Rowland v. California Men's Colony, 506 U.S. 194 (1993). In such cases, the practical paths to relief are:

  1. U.S. Trustee motion under Section 307 and Rule 2017(b)
  2. Court sua sponte under Rule 2017
  3. Sub V trustee motion, if within scope
  4. Successor counsel, once retained
  5. Creditor motion, as party in interest under Rule 2017(a)

The corporate-debtor standing limitation is one reason the U.S. Trustee's Section 307 authority is critical in fee review. Where the debtor cannot self-file, the UST's authority to move is often the only practical path to reach a fee review.

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