F:- IN THE UNITED STATES DISTRICT COURT ATLANTA DIVISION ... · G. WOODWARD STOVER, II; ROBERT T....

FOR THE NORTHERN DISTRICT OF GEORGIA ATLANTA DIVISION 'k

Case No. :

3 111 I GlNAL

4003 tiv

l 03-CV

1 Defendants .

Georgia. In support of this Notice of Removal, defendant CCC Il of GA states as RYS RECEIVED

Consent To US Retri~Jlrs'.~c6ons ~ VII N "_--

follows :

F:-

IN THE UNITED STATES DISTRICT COURT

CECIL P. STATON, Jli.

Plaintiff,

v .

COMMUNICATIONS CAPITAL COMPANY II OF GEORGIA, LLC, a Delaware limited liability company; COMMUNICATIONS CAPITAL COMPANY II, LLC, a Delaware limited liability company ; COMMUNICATIONS CAPITAL MANAGERS, LLC, a Delaware limited liability company; MICHAEL H. OESTERLE ; R. CHARLES MCLRAVY; G. WOODWARD STOVER, II; ROBERT T. GANZAK ; and MICHAEL F. STARK,

NOTICE OF REMOVAL

Pursuant to 28 U.S .C . § 1441, defendant Communications Capital

Company II of Georgia ("CCC II of GA") hereby notices the removal to this Court

of Civil Action No . v3-A131 19-8 from the Superior Court of Gwinnett County,

Case 1:03-cv-04003-TWT Document 1 Filed 12/23/03 of 59

2

BACKGROUND

1 . This action was commenced with the filing of plaintiff's

complaint in the Superior Court of Gwinnett County, Georgia on November 24,

2003. Plaintiff served the complaint on defendant CCC II of GA no earlier than

December 3, 2003 .

2 . The complaint alleges that plaintiff is in the business of

acquiring, operating and selling radio stations located in Central and South

Georgia. (Compl . 112) Plaintiff alleges that defendants Michael H. Oesterle

("Oesterle"), R. Charles McLravy ("McLravy"), Robert T. Ganzak ("Ganzak"), G.

Woodward Stover ("Stover") and Michael F . Starr ("Starr") (collectively the

"individual defendants") formed Communications Capital Managers, LLC

("CCM"), Communications Capital Company II, LLC ("CCC II), and CCC II of

GA (collectively the "corporation defendants") to "acquire, develop and sell for

profit radio stations in the State of Georgia ." (Cplt. T 13)

3 . Plaintiff alleges that in 2000, Starr approached him and

informed him that Oesterle, McLracy, Stover and Starr were in the market for

opportunities to purchase and develop broadcasting properties in Georgia. (Cplt.

~ 14) Plaintiff asserts that Starr represented that if Staten brought a Georgia radio

station opportunity to the partnership "that the partnership would be interested in

purchasing" he would be an equal partner and would receive a pro-rata interest in


3

the limited liability company to be formed and would not be required to contribute

any capital contribution to the venture. (Cplt. T 15) Plaintiff further alleges that

until December 2001 various individual defendants repeated these representations

to him. (Cplt. TT 19, 24) Plaintiff alleges that in reliance on these promises he

performed various preliminary due diligence tasks in locating potential radio

station acquisition opportunities . (Cplt. TT 20-22) Plaintiff further alleges that the

individual defendants formed a limited liability company to purchase five of these

radio stations, and in December 2001 offered plaintiff an equal share in the

company on the express condition that he make an equal, one-time capital

contribution of $60,000. (Cplt. IM 24-25) Plaintiff does not allege that he made

such a capital payment contribution or executed any of the documents that formed

the limited liability company organized to purchase the five radio stations at issue

in his complaint.

4 . Plaintiff alleges that the individual defendants and the corporate

defendants purchased the five radio stations at issue, have entered into agreements

to sell them, and stand "to reap great benefits" from the sale . (Cplt. TT 26-27)

Plaintiff alleges that defendants deny that they have any agreement with him to be

an equal member and pro rata owner in the venture without a capital contribution .

(Cplt. T 28)


4

5 . Plaintiffs complaint asserts counts for "Breach of Contract"

(Count I), "Breach of Fiduciary Duty" (Count II), "Fraud" (III), "Promissory

Estoppel" (Count IV), "Unjust Enrichment/Quantum MeruiY" (Count V), "Specific

Performance" (Count VI), "Bad Faith" (Count VII) and "Punitive Damages"

(Count VIII).

6 . This Court has original jurisdiction over this action pursuant to

28 U.S .C . § 1332 . Diversity jurisdiction exists because: (1) there is complete

diversity among the parties to this case, who are citizens of different states ; and (2)

the amount-in-controversy in this action exceeds $75,000, exclusive of interest and

costs. Accordingly, removal of this action to this Court is proper pursuant to 28

U.S .C . T 1441 .

COMPLETE DIVERSITY OF CITIZENSHIP

7 . Pursuant to the allegations of Plaintiffs' well-pleaded

complaint, there is no dispute that complete diversity exists among the parties to

this case. Plaintiff alleges that he is a resident of Macon, Georgia . (Compl .T 1).

Plaintiff further alleges :

a. Defendant CCC II of GA is a Delaware limited liability

company with its principal place of business in Michigan and is, therefore, a

citizen of the states of Delaware and Michigan . (Cplt. ~ 2)


5

b. Defendant CCC II is a Delaware limited liability

company with its principal place of business in Michigan and is, therefore, a

citizen of the states of Delaware and Michigan . (Cplt. T 3)

c . Defendant CCM is a Delaware limited liability company

with its principal place of business in Michigan and is, therefore, a citizen of the

states of Delaware and Michigan . (Cplt. T 4)

d. Defendant Oesterle is a resident of the State of Michigan,

(Cplt . ~ 5)

e . Defendant McLravy is a resident of the State of

Michigan . (Cplt. T 6)

f. Defendant Stover is a resident of the State of Michigan .

(Cplt . ~ 7)

g. Defendant Ganzak is a resident of the State of Florida.

(Cplt . ~ 8)

h . Defendant Starr is a resident of the State of Louisiana .

(Cplt. T 9)

8 . Accordingly, complete diversity of citizenship exists among the

parties to this case . l

1 "For the purposes of diversity jurisdiction, a corporation is deemed to be a citizen of both its state of incorporation and the state where it has its principal


6

AMOUNT IN CONTROVERSY REQUIREMENT

9 . Defendant CCC II of GA denies that plaintiff is entitled to any

relief, much less an award of punitive damages or attorneys' fees and costs .

However, for purposes of analyzing the amount in controversy, the Court considers

the amount that plaintiff seeks in his complaint, regardless of how unlikely the

chances of success. See, e.g., Zumerling v. Devine, 769 F.2d 745, 748 (Fed. Cir.

1985) ("[t]he amount in controversy for jurisdictional purposes must be ascertained

by the requests in the pleadings without consideration of success on the merits") .

Here, the amount in controversy in this action exceeds $75,000, exclusive of

interest and costs, because plaintiff seeks alleged damages in the form of (i)

compensatory damages, (ii) punitive damages and (iii) attorneys' fees and costs.

(Cplt. pp. 22-23)

10. Plaintiffs request for compensatory damages, standing alone,

satisfies the jurisdictional amount.2 Plaintiff alleges that he is a "full partner" and

a "pro-rata owner" in CCC II of GA, the limited liability company formed to

place of business." Ritts v. Dealers Alliance Credit Corp., 989 F. Supp. 1475, 1477 (N .D. Ga. 1997) .

2 While not specifying an amount of total damages requested, the complaint demonstrates that plaintiff is seeking damages well in excess of $75,000. In particular, plaintiff alleges that he has sustained "substantial" (Cplt. T~ ~ 30 and 36) and "significant" (Cplt . T 52) damages, and that defendants "now stand to reap great benefits for the Georgia business venture as a result of the efforts of Staton" (Cpit. t 27).


7

purchase and develop radio station properties in Georgia, and is, therefore, entitled

to the "profits of the partnership and the Communications Capital Companies ."

(Cpit. ~,T 27, 29) As the affidavit of defendant Michael F. Starr, attached hereto as

Ex . A, demonstrates plaintiff's allegations for compensatory damages exceeds

$75,000 . (See ~T 4-5 of Ex . A)

11 . In addition to the compensatory damages sought by plaintiff,

the complaint also seeks recovery for punitive damages (Count VIII), and

attorneys' fees and costs (Count VII) . The Court may consider both in assessing

whether the amount in controversy requirement is met.

12 . It is well established that this Court should consider punitive

damages when determining whether plaintiff's total claims exceed the minimum

jurisdictional requirement. See, e.g., Bell v. Preferred Life Society, 320 U.S . 238,

240 (1943); Cohen v. Office Depot, Inc., 204 F.3d 1069, 1073 (11'h Cir. 2000) ;

Leonard, 279 F.3d at 972 ; Holley Equip. Co. v. Credit Alliance Corp., 821 F.2d

1531, 1535 (11'h Cir. 1987) ("When determining the jurisdictional amount in

controversy in diversity cases, punitive damages must be considered") . Here,

plaintiff's complaint clearly contemplates an award of punitive damages under Ga.

St . § 51-12 .5.1

13 . The Court may also consider the potential attorneys' fees and

costs in calculating the amount in controversy . See Federated Mut. fits . Co. v.


8

McKinrion Motors, LLC, 329 F.3d 805, 808 n.4 (11`h Cir. 2003) (demand for

attorneys fees and costs under bad faith claim may count towards amount in

controversy if allowable by statute or contract). Under Georgia law, attorneys fees

may be recovered when it is "shown that the defendant was stubbornly litigious,

put the plaintiff to unnecessary trouble and expense, or acted in bad faith." Ga.

Code § 13-6-11 . See also CSX Transp., Inc. v. West, 523 S .E .2d 63, 67 (Ga. Ct .

App . 1999) . Here, plaintiff asserts a claim for Bad Faith (Count VII) and requests

"an award of his litigation expenses, including reasonable attorneys' fees and

costs ." (Cplt. 168)

14 . It is undeniable that damages will far exceed $75,000 if a

potential award of punitive damages and attorneys' fees and costs is added to the

compensatory damages sought in the complaint . Indeed, attorneys fees and costs,

standing alone, can well exceed $75,000 if this action proceeds to trial and appeal.

15. In sum, a preponderance of the evidence demonstrates that the

amount in controversy requirement is satisfied because plaintiffs request for

substantial compensatory damages exceeds $75,000. Those damages only rise

further above the jurisdictional minimum when buttressed by the additional claims

for punitive damages and attorneys' fees and costs.


9

PROCEDURAL STATEMENT

16. This Court, therefore, has original jurisdiction over this action

pursuant to 28 U.S.C. § 1332(a), and removal of the action to this Court is proper

pursuant to 28 U.S .C. § 1441(a) .

17 . This Notice is filed within 30 days of the date on which the first

defendant was served with a copy of plaintiff's complaint. The removal is therefore

timely under 28 U.S .C. § 1446(b) . See Murphy Bros., Inc . v. Michetti Pipe

Stringing, Inc., 526 U.S. 344 (1999) .

18 . Pursuant to 28 U.S .C. § 1446(d), defendant CCC II of GA

states that it shall promptly file a copy of this Notice of Removal with the Clerk of

the Superior Coup of Gwinnett County, Georgia.

19 . In accordance with 28 U.S .C . § 1446(a), copies of all "process,

pleadings and orders" served upon defendant CCC II of GA in Civil Action No .

03-A 13119-8 is attached to this Notice of Removal as Exhibit B.

20. Each defendant expressly consents to the removal of this action .

Copies of the consents are attached hereto as Exhibit C.

21 . By removing this action to this Court, defendant CCC II of GA

does not waive any defenses available to it or any other defendant.

WHEREFORE, for the foregoing reasons, defendant Communications

Capital Company II of Georgia, LLC, respectfully removes this action from the


10

Superior Court of Gwinnett County, Georgia, to this Court pursuant to 28 U.S .C .

§ 1441 .

This 23`d day of December, 2003 .

Respectfully submitted,

Michael B . Terry Georgia Bar No. 702582 v

BONDURANT, MIXSON & ELMORE, LLP 1201 West Peachtree Street NW 3900 Atlantic Center Atlanta, GA 30309 Telephone : 404-881-4100 Facsimile: 404-881-4111

Terrence J. Dee Jeffrey R. Miller KIRKLAND & ELLIS LLP 200 East Randolph Drive Chicago, Illinois 60601 Telephone : (312) 861-2000 Facsimile : (312) 861-2200

Coui:sel for Defendant Co»ununications Capital Company II of Georgia, LL C


(To be scanned in place of tab)

EXH <1 IBIT ATTACHMENT


Case No. :

Defendants.

component of the Notice of Removal filed by defendant Communications Capital Company 11 of

IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF GEORGIA

ATLANTA DIVISION

CECIL P. STATON, JR.

Plaintiff,

v.

COMMUNICATIONS CAPITAL COMPANY II OF GEORGIA, LLC, a Delaware limited liability company; COMMUNICATIONS CAPITAL COMPANY II, LLC, a Delaware limited liability company; COMMUNICATIONS CAPITAL MANAGERS, LLC, a Delaware limited liability company; MICHAEL H. OES1'ERLE; R. CHARLES MCLRAVY; G. WOODR'ARD STOVER, II; ROBERT T. GANZAK; and MICHAEL F. STARK,

AFFIDAVIT OF MICHAEL F. STARK

STATE OF LOUISIANA ) ?4.-~-A ) ss. E6tflYgY OF

I, MICHAEL F. STARK, being of lawful age and being duly sworn upon my

oath, depose and state as follows:

1 . I am an adult over the age of 18, am legally competent to execute this

Affidavit, and make this Affidavit based upon my own personal knowledge, I submit this

affidavit for the sole purpose of providing the factual basis for the "amount in controversy"


2

Georgia ("CCC II of GA") in the above captioned case . If called to testify, I would testify as to

the following facts.

2. T have reviewed the Complaint filed by Cecil P. Statoa, Jr. in which be

alleges that defendants Communications Capital Company II, LLC ("CCC II"), Communications

Capital Managers, LLC ("CCM'), and CCC II of GA were formed "to acquire operate, and sell

for profit radio stations in the State of Georgia." (Compl. T 13) Staton fiirther claims that CCC

II, CCM and CCC II of GA "acquired the five radio stations at issue in this litigation : (a) WSKX

(FM), Hinesville, Georgia; (b) WMCD (Fly, Statesbom, Georgia; (c) WWNS (AM), Statesboro,

Georgia; (d) WSYL (AM), Sylvania, Georgia; and (e) WZBX (FM), 3ylvania, Georgia"

(Compl. 113) Staton alleges that he entered into an agreement that if he "brought a Georgia

radio station acquisition opportunity to the partnership that the partnership would receive a pro-

rata interest in the limited liability companies to be formed and would not be required to

contribute any capital to such limited liability companies." (Compl. 115) Staton asserts that he

"brought a number or radio station acquisition opportunities to Defendants, including" the five

radio stations identified above. (Compl . 120) Staton claims that he is entitled to, among other

things, "a decree of specific performance, ordering Defendants to admit Plaintiff as an equal

partner in the Georgia radio station venture and a pro-rata owner of the Communications Capital

Companies, to provide an accounting to Stator, and to disgorge their illegally-obtained profits."

(Compl . at page 23)

3. I am a Managing Director of CCC 11 of GA. In my position as Managing

Director, I have personal knowledge of the status of the acquisitions and sales of the five radio

stations identified in Mr. Stator's Complaint.


3

4. CCC II of GA has purchased the Hinesville property (WSKX (FK) and is

currently under contract to sell that property. CCC II of GA purchased the Hinesville property

for $1,800,000 . CCC II of GA now has a contract for the sale of the Hinesville property for the

price of $2,925,000.

5. Upon completion of the closing of the sale of the Hinesville property,

CCC II of GA will earn gross proceeds (without consideration of overhead costs, fees, other

transaction expenses and other costs) of $1,125,000. If those gross proceeds were divided

equally between the five pro-rata owners of CCC II of GA and Mr. Stators, without any

deductions for amounts owed for capita! contributions (as Mr. Stators claims he is entitled,

Compl. 115) the Hinesville sale would result in per-person gross profits of approximately

$208,333.

6. CCC II of GA has not purchased or sold the other four stations identified

in the Complaint.

I certify under penalty of perjury that the foregoing is true and collect. Executed

on this day of December, 2003.

MICHAEL F. STARR

Subscribed an J Sworn t before me ~y on this Z~day of D6mber, 2003 r./

Notary Public DAN L. GILBERT

My Commission Expires: Notary Public My Commission Is for Life .



EXHIBIT l ATTACHMENT


NUMBER

PLAINTIFF

DEMAND

TO THE ABOVE NAMED DEFENDANT:

COC SG[ Revised 12-99

IN THE SUPERIOR COURT OF GWINIVET'i' COUNTY

STATE OF GEORGIA

Cecil P . Staton, Sr .

CML ACTION . 03-A13119-8

SEC0I3D ORIGINAL

VS.

Communications Capital Compaq II of Georgia, LLC, a e-6Taware limited liability company, Communications Capital Company II, LLC, a Delaware

limited liability company, Communications-Capital Managers, LLC, a Delaware limited liability company

*(SEE ADDENDUM FOR ADDITIONAL DEFENDANTS)

SUMMONS

You are hereby summoned and required to file with the Clerk of Said Court and serve upon the Plainriff s attorney, whose name and address is : Steven G . Hall

Vahn ""Chang .Wagner -Gambrell S Sto1z,LLP 3414 Peachtree Road, N.E . Monarch Plaza, Suite 1600 Atlanta, GA 30326 (404) 577-6000

an answer to the complaint which is herewith served upon you, within 30 days after service of this summons upon you, exclusive of the day of service . If you fail m do so, judgment by default will be taken against you for the relief demanded in the complaint.

This day of 20_~~.

Tom Lawler Clerk of Superior Court

Deputy Clerk

Instructions : Attach addendum sheet for additional parties if needed, make notation on this sheet if eddeodt= sheet u used.


ADDENDUM

Additional Defendants :

Michael H. Oesterle R. Charles McLravy G. Woodwud Stover, II Robert T. Ganzak Michael F. Starr


IN THE SUPERIOR COURT OF GWINNETT COUNTY STATE OF GEORGIA

T0I'l LA;~LL ;t . CLERK

JURY TRIAL DEMANDED

Defendants .

Plaintiff CECIL P. STATON, JR. (hereinafter "Plaintiff" or "Staton") is a resident ofMacon,

Vt

F 9u3 + :;V 24 FoI 2 : 02 CECIL P. STATONT, JR.,

Plaintiff,

v.

COMMUNICATIONS CAPITAL COMPANY II OF GEORGIA, LLC, a Delaware limited liability company; COMMUNICATIONS CAPITAL COMPANY II, LLC, a Delaware limited liability company; COMMUIv7CATIONS CAPITAL MANAGERS, LLC, a Delaware limited liability company; MICHAEL H. OESTERLE; R. CHARLES MCLRAVY; G. WOODWARD STOVER, It ; ROBERT T. GANZAK; and MICHAEL F. STARK,

CIVIL ACTION FILE NO

O 3 _ A 131 19 - a .

COMPLAINT FOR DAMAGES

COMES NOW the Plaintiff, Cecil P. Staton, Jr . (hereinafter, "Plaintiff'), by and through his

undersigned counsel, and files this Complaint against the Defendants, Communications Capital

Company II of Georgia, LLC ; Communications Capital Company Ij, LLC; Communications Capital

Managers, LLC ; Michael H. Oesterle ; R . Charles McLravy; G. Woodward Stover, II ; Robert T.

Ganzak ; and Michael F . Starr (hereinafter, collectively, "Defendants"), and in support thereof,

respectfully shows the Court the following :

THE PARTIES, JURISDICTION, AND VENUE

1 .


-2-

Georgia. Staton is in the business of acquiring operating, and selling radio stations in the State of

Georgia .

2 .

Defendant COMMUNICATIONS CAPITAL COMPANY II OF GEORGIA, LLC

(hereinafter "CCC u of GA") is a Delaware limited liability company witli its principal place of

business at 1111 Michigan Avenue, Suite 301, East Lansing, Michigan 48823. CCC II of GA is

registered to do business in Georgia and may be served with Summons and Complaint by service

upon its registered agent for service of process, National Registered Agents, 3761 Venture Drive,

Duluth, Gwinnett County, Georgia 30096 . Defendant CCC II of GA is subject to the jurisdiction of

this Court, and venue as to the claims against Defendant CCC II of GA is proper in this Court.

3.

Defendant COMMUNICATIONS CAPITAL COMPANY R, LLC (hereinafter "CCC 11") is a

Delaware limited liability company with its principal place of business at 1 I 11 Michigan Avenue,

Suite 301, East Lansing, Michigan 48823. CCC II is registered to do business in Georgia and maybe

served with Summons and Complaint by service upon its registered agent for service of process,

National Registered Agents, 3761 Venture Drive, Duluth, Gwinnett County, Georgia 30096.

Defendant CCC II is subject to the jurisdiction of this Court, and venue as to the claims against

Defendant CCC If is proper in this Court .

4.

Defendant COMMUNICATIONS CAPITAL MANAGERS, LLC (hereinafter "CCM") is a 3

Delaware limited liability company with its principal place of business at 1 1 I 1 Michigan Avenue,

Suite 301, East Lansing, Michigan 48826. CCM maybe served with Summons and Complaint by


-3-

service upon its registered agent for service of process, Delaware Corporation Organizers, Inc ., 1201

North Market Street, Wilmington, Delaware 19801 . CCM is subject to the jurisdiction of this Court

in that: (1) it regularly transacts business in the State of Georgia through its manager, Michael H.

Oesterle, and its members, R. Charles McLravy ; G . Woodward Stover, II ; Robert T. Ganzak; and

Michael F . Starr; (2) it, through its manager and members, leas committed tortous acts or omissions

within the State of Georgia and has committed tortious injuries in the State of Georgia caused by

acts or omissions outside of the State of Georgia (having regularly done or solicited business in

this State, engaged in other persistent courses of conduct, and derived substantial revenue from

services rendered in this State) ; and (3) it owns, uses, or possesses real property situated within the

State of Georgia, as further detailed below . As such, jurisdiction and venue are proper in this Court

pursuant to Georgia's long-arm statute, O.C.G.A . § 9-10-90, et seg.

5 .

Defendant MICHAEL H. OESTERLE (hereinafter "Oesterle") is a resident of the State of

Michigan. Defendant Oesterle may be served with Sununons and Complaint at his place of business,

11 1 1 Michigan Avenue, Suite 301, East Lansing, Michigan 48826 . Defendant Oesterle regularly

transacts business in the State of Georgia ; has committed tortious acts or omissions within the State

of Georgia ; and has committed tortious injuries in the State of Georgia caused by acts or omissions

outside of the State of Georgia, as further detailed below . As such, Defendant Oesterle is subject to

the jurisdiction and venue of this Court pursuant to O .C.G.A . § 9-10-90, et seg .

6.

Defendant R. CHARLES McLRAV Y (hereinafter "McLravy") is a resident of the State of

Michigan. Defendant McLravy may be served with Summons and Complaint at his place of


-4-

business and/or residence, 941 Abbott Road, East Lansing, Michigan 48823 . Defendant McLravy

regularly transacts business in the State of Georgia ; has committed tortious acts or omissions within

the State of Georgia ; and has committed tortious injuries in the State of Georgia caused by acts or

omissions outside of the State of Georgia, as further detailed below . As Such, Defendant McLravy is

subject to the jurisdiction and venue of this Court pursuant to O.C.G.A . § 9'10-90, et seq.

7.

Defendant G. WOODWARD STOVER, II (hereinafter "Stover") is a resident of the State of

Michigan. Defendant Stover may be served with Summons and Complaint at his place of business,

111 z Michigan Avenue, Suite 301, East Lansing, Michigan 48826. Defendant Stover regularly

transacts business in the State of Georgia ; has committed tortious acts or omissions within the State

of Georgia ; and has committed tortious injuries in the State of Georgia caused by acts or omissions

outside of the State of Georgia, as further detailed below. As such, Defendant Stover is subject to

the jurisdiction and venue of this Court pursuant to O .C.G.A . § 9-10-90, et seq .

8.

Defendant ROBERT T. GANZAK (hereinafter "Ganzak") resides at 1825 South East 36t'

Place, Ocala, Florida 34471, where he may be served with Summons and Complaint . Defendant

Ganzak regularly transacts business in the State of Georgia; has committed tortious acts or omissions

within the State of Georgia ; and has committed toRious injuries in the State of Georgia caused by

acts or omissions outside of the State of Georgia, as further detailed below. As such, Defendant

Ganzak is subject to the jurisdiction and venue of this Court pursuant to O.C.G.A. § 9-10-90, et seq.

9.

Defendant MICHAEL F. STARK (hereinafter "Start") resides at 220 Sarah Kristen Court,


-5-

Slidel, Louisiana 70460, where he may be served with Summons and Complaint . Defendant Starr

regularly transacts business in the State of Georgia; has committed tortious acts or omissions within

the State of Georgia; and has committed tortious injuries in the State of Georgia caused by acts or

omissions outside of the State of Georgia, as further detailed below. As such, Defendant Starr is

subject to the jurisdiction and venue of this Court pursuant to O.C.G.A . § 9!10-90, et seq.

10 .

Venue against all Defendants is proper in this Court because : (a) venue against Co-

Defendants CCC II of GA and CCC II is proper in Gwinnett County, Georgia and the claims

against the remaining Defendants arise out of the same transactions and occurrences; and (b)

pursuant to O.C .G .A . § 9-10-93, Defendants, themselves and/or acting through their agents,

conducted substantive business in Gwinnett County, Georgia.

11 .

Defendants are joint tortfeasors under Georgia law, and, as such, are jointly and severally

liable to Stators as a result of their tortious acts and omissions as set forth herein.

BACKGROUND FACTS COMMON TO ALL COUNTS

12 .

Stators is in the business of acquiring, operating, and selling radio stations located in Central

and South Georgia.

13 .

Defendants CCC II of GA, CCC II, and CCM (hereinafter, collectively, "Communications

Capital Companies") are Delaware limited liability companies formed by Co-Defendants Oesterle,

McLravy, Stover, Ganzak, and Starr to acquire, develop, and sell for profit radio stations in the State


-6-

of Georgia . On information and belief, the Communications Capital Companies have acquired the

five radio stations at issue in this litigation : (a) WSKX (FM), Hinesville, Georgia ; (b) WMCD (FM),

Statesboro, Georgia ; (c) WWNS (AM), Statesboro, Georgia ; (d) WSYL (AM), Sylvania, Georgia;

and (e) WZBX (FM), Sylvania, Georgia.

14 . s

During the summer of 2000, Defendant Starr approached Staton and advised Staton that Starr

and his three partners, Oesterle, McLravy, and Stover, were in the market for opportunities to

purchase and develop broadcasting properties in the State of Georgia and were forming a partnership

to pursue such opportunities in Georgia .

15 .

Defendant Starr propositioned Staton to join the Georgia partnership . On behalf of his three

partners, Defendant Starr represented to Staton that if Staton brought a Georgia radio station

acquisition opportunity to the partnership that the partnership would be interested in purchasing,

Staton would be admitted as an equal partner and would receive a pro-rata interest in the limited

liability companies to be formed and would not be required to contribute any capital to such limited

liability companies . Defendants further represented to Staton that Staton, as an equal member in the

venture, would be entitled to share a pro-rata interest in any operating profits or realized gains upon

the sale of each radio station .

16 .

On or about March S, 2001, Defendant McLravy, acting on behalf of his fellow partners,

confirmed in writing to Staton that Staton was "an equal partner in the Georgia deals." (A true and

correct copy of Defendant McLravy's email correspondence dated March 8, 2001 is attached hereto


as Exhibit "A.")

-7-

17 .

On or about March 9, 2001, Defendant Oesterle, acting on behalf of his fellow partners,

likewise confirmed in writing to Staton that Staton would "be a ̀partner' on the percentage basis that

we discussed and as reflected in our draft documents." (A true and correct copy of Defendant

Oesterle's email correspondence dated March 9, 2001 is attached hereto as Exhibit "B.")

18 .

Defendants subsequently advised Staton that a sixth member, Ganzak, would be admitted

into the partnership, for the purpose of contributing capital to the limited liability companies that the

partners contemplated utilizing to pursue the partnership's business goals .

19 .

Over the next nine months, Defendants continued to make repeated representations to Staton :

(1) that Staton was an equal partner in the venture; (2) that Staton would receive a pro-rata interest

in the limited liability companies that would be formed ; and (3) that no financial contribution would

be required from Staton.

20.

Based upon Defendants' representations and the agreement between the parties, Staton

brought a number of radio station acquisition opportunities to Defendants, including five radio

stations which were eventually acquired by the Communications Capital Companies : (a) WSKX

(FM), Hinesville, Georgia; (b) WMCD (FM), Statesboro, Georgia ; (c) WWNS (AM), 5tatesboro,

Georgia; (d) WSYL (AM), Sylvania, Georgia; and (e) WZBX (FM), Sylvania, Georgia .


-8-

zi .

In addition, based on Defendants' representations, Staten served as Defendants' Georgia

representative and scouted the State of Georgia for various radio station acquisition opportunities for

Defendants for over a year with no compensation, offer than that which was expected from his

promised interest in the partnership and the affiliated limited liability companies .

22 .

During this time period, besides searching for radio station acquisition opportunities for

Defendants, Staton expended considerable efforts to the benefit of the partnership and, through it, the

Defendants. Indeed, these efforts helped enable Defendants to acquire the five radio stations at issue

in this litigation . The efforts include, but are not limited to :

(a) Researching and conducting studies relating to the ownership history, licensing

history, Federal Communications Commission filings, and expansion/upgrade

potential of each prospective radio station purchase;

(b) Performing upgrade studies, signal strength studies, broadcast engineering studies,

market evaluations, and financial analyses for each prospective radio station to

determine its economic viability ;

(c) Coordinating and attending meetings with brokers, engineers, and owners of radio

stations to facilitate negotiations and acquisition ;

(d) Traveling to each prospective radio station to conduct site inspections ;

(e) Utilizing Staton's local connections in Central and South Georgia to conduct in-depth

background research and to schedule meetings for Defendants in furtherance of their

acquisitions ;


-9-

(fl Reviewing background documentation and performing projections ; and

(g) Performing such other due diligence work as may be required for the purchase of

each prospective radio station.

23 .

Defendants accepted these benefits from Staton under the pretense and representation that

Staton was already an equal member in the Communications Capital Companies and was not

required to contribute any capital to the Communications Capital Companies, besides his

contribution of extensive personal efforts .

24 .

Until December 2001, Defendants continued to represent to Stafon that he was an equal

partner and member in the Communications Capital Companies and that he had no capital

contribution obligation, other than his substantial personal efforts .

25 .

Subsequently, in or around December 2001, after Stator had rendered all services requested

by the partnership, Stator received a letter from Defendant Oesterle stating that Stator's equal

membership in the Communications Capital Companies was contingent upon his contribution of

approximately $60,000 capital to the Communications Capital Companies. This notification came

without any prior warning to Stator and was contrary to all of Defendants' prior representations and

actions .

26 .

On information and belief, as of today, the partnership, acting through the Communications

Capital Companies, have purchased all five of the radio station prospects brought to it and


-10-

researched by Stator. On further information and belief, the partnership, acting through the

Communications Capital Companies, leas entered into agreements to sell some of the five radio

stations .

27 .

On information and belief, the partnership and Defendants, acting through the

Communications Capital Companies, now stand to reap great benefits from the Georgia business

venture as a result of the efforts of Stator .

28 .

Defendants now deify that they made any representations to or entered into any agreement

with Stator whereby Stator was to be admitted as an equal member in the partnership and a pro-rata

owner of the Communications Capital Companies in exchange for his efforts in bringing radio

station acquisition opportunities to Defendants and assisting in Defendants' acquisitions efforts,

without any obligation for a capital contribution .

29 .

Moreover, Defendants took, and continue to take, significant actions to benefit themselves to

the direct detriment of Stator, including, among other things :

a . Breach of their contractual obligation [o Stators to admit him as an equal partner and a .

pro-rata owner of die Communications Capital Companies without the requirement

for a capital contribution ;

b . Knowingly making material and fraudulent misrepresentations to Stator regarding

their intent to include him as a partner and pro-rata owner in the Communications

Capital Companies without any capital contribution obligation;


-11-

c . Fraudulently inducing Staton to expend substantial efforts and out-of-pocket

expenses to assist Defendants in locating and acquiring radio stations in Georgia, all

for the sole benefit of Defendants;

d . Usurping, converting, and misappropriating numerous business opportunities

properly belonging to Staton, including die attendant profits resulting from the sales

of such business opportunities ;

e . Withholding material information from Stators ;

£ ' Failing and refusing to distribute profits to Stators as a partner and a pro-rata owner in

the Communications Capital Companies ;

g . Failing and refusing to provide material information to Stators regarding die Georgia

radio station venture, the partnership, the affiliated Communications Capital

Companies, and business decisions relating to the radio stations at issue ;

h . Failing and refusing to provide an accounting to Stators ;

i . Failing and refusing to keep Stators apprised of business developments;

j . Failing and refusing to look out for and protect the interests of Stators as a partner and

a pro-rata owner in the Communications Capital Companies ;

k . Seeking to deprive Stators of the profits of the partnership and the Communications

Capital Companies ;

1 . Misrepresenting the status of Stators as a partner and a pro-rata owner in the

Communications Capital Companies; e

m. Seeking to deprive Stators of the value of his labor and services ; and

n. Taking other illegal and improper actions to be demonstrated at trial .


30.

Staton has sustained substantial damages as a result of Defendants' direct violation of their

contractual, statutory, and common law obligations and duties .

COUNT I BREACH OF CONTRACT

31 .

Plaintiff reasserts and incorporates the allegations of Paragraphs I through 30 of this

Complaint asif fully set forth herein .

32 .

Defendants entered into an agreement with Staton whereby Defendants agreed to admit

Staton as an equal partner in their Georgia radio station venture, and in conjunction with that, to

provide Staton with a pro-rata ownership interest in the Communications Capital Companies,

without any capital contribution requirement, in exchange for Staton's role and assistance as

Defendants' Georgia representative in the acquisition and resale of prospective radio station

opportunities .

33 .

The agreement between Staton and Defendants was themorialized in an email

correspondence dated March 8, 2001 from Defendant McLravy to Staton, stating that Staton was "an

equal partner in the Georgia deals," and in a second email correspondence dated March 9, 2001 from

Defendant Oesterle to Staton, stating that Staton would "be a `partner' on the percentage basis that

we discussed and as reflected in our draft documents ." True and correct copies of the

aforementioned email correspondences are attached hereto as Exhibits "A" and "B," respectively .


-13-

34 .

Staton has performed all of his obligations under the agreement, including locating the radio

stations at issue and performing the necessary due diligence research and background work relating

to each radio station, without which the Georgia radio station venture and the affiliated

s Communications Capital Companies' acquisition of the subject radio stations would have been ;

impossible .

35 .

Defendants have breached die agreement to allow Staton to participate in the Georgia radio

station venture and the affiliated Communications Capital Companies by denying Staton all of the

rights and privileges as an equal member of the Georgia radio station venture and the affiliated

Communications Capital Companies .

36 .

Defendants' breach of such agreements has resulted in substantial damages to Staton in an

amount to be demonstrated at trial .

COUNT TI BREACH OF FIDUCIARY DUTY

37.

Plaintiff reasserts and incorporates the allegations of Paragraphs 1 through 36 of this

Complaint as if fully set forth herein .

38 .

Defendant McLravy, acting on behalf of all of the members of the Georgia radio station

venture and the affiliated Communications Capital Companies, represented to Staton, both orally and


-14-

in writing, that Staton was an "equal partner in the Georgia deals." (Defendant McLrary's March 8,

2001 email correspondence, Exhibit "A")

39.

Likewise, Defendant Oesterle, acting on behalf of all of the members of the Georgia radio

station venture and the affiliated Communications Capital Companies, represented to Staton, both

orally and in writing, that Staton would "be a `partner' on the percentage basis that we discussed and

as reflected in our draft documents ." (Defendant Oesterle's March 9, 2001 email correspondence,

Exhibit "B") .

40 .

As partners in the Georgia radio station venture and the affiliated Communications Capital

Companies, Defendants Oesterle, McLravy, Stover, Ganzak, and Stan owed and owe fiduciary

duties of loyalty, good faith, and fair dealing to Staton .

41 .

Defendants have breached and continue to breach their fiduciary duties to Staton, by and

among other things :

a. Breaching their contractual obligation to Stators to admit him as an equal partner and

a pro-rata owner of the Communications Capital Companies without the requirement

for a capital contribution ;

b . Misappropriating, usurping, and converting numerous business opportunities

properly belonging to Siaton, including the attendant profits resulting from the sales

of such business opporhmities;

c . Intentionally making material and false representations to Stators regarding their


-15-

anent to include him as a partner and pro-rata owner in the Communications Capital

Companies without any capital contribution obligation, with the reasonable

expectation that Staton would rely upon such representations to his detriment ;

d. Fraudulently inducing Staton to expend substantial efforts and out-of-pocket

expenses to assist Defendants in locating and acquiring radio stations in Georgia, all

for flee sole benefit of Defendants;

e. Witlilholduig material information from Staton ;

f. Failing and refusing to distribute profits to Staton as a partner and pro-rata owner in

the Communications Capital Companies ;

g. Failing and refusing to provide material information to Staton regarding the Georgia

radio station venture, the partnership, the affiliated Communications Capital

Companies, and business decisions relating to the radio stations at issue ;

h . Failing and refusing to, provide an accounting to Stators ;

i . Failing and refusing to keep Stators apprised of business developments ;

j . Failing and refusing to look out for and protect the interests of Stators as a partner and

pro-rata owner in the Communications Capital Companies ;

k . Seeking to deprive Stators of the profits of the partnership and the Communications

Capital Companies ;

1 . Misrepresenting the status of Stators as a partner and pro-rata owner in the

Communications Capital Companies;

m . Seeking to deprive Stators of the value of his labor and services ; and

n. Other illegal and improper actions to be demonstrated at trial .


trial .

-16-

42 .

Defendants' actions have resulted in damages to Staton in an amount to be demonstrated at

COUNT III FRAUD

4; .

Plaintiff restates and incorporates the allegations of Paragraphs 1 through 42 of this

Complaint as-if fully set forth herein.

44 .

At all times material herein, Defendants made repeated material representations to Staton,

including representations : (i) that Staton was "an equal partner in the Georgia deals;" (ii) that Staton

had no obligation to contribute any capital to the Communications Capital Companies since he was

contributing substantial personal efforts and out-of-pocket expenses to locate potentially-lucrative

radio stations in Georgia, to perform background research and due diligence investigations into such

radio stations, and to assist in acquisitions efforts ; and (iii) that limited liability company agreements

would be drawn up and executed upon the closing of the radio station acquisitions reflecting Staton's

pro-rata interest in the affiliated companies .

45 .

Defendants' representations were intended to be and werejustifiably and foreseeably relied

upon by Staton .

46 .

Defendants' representations were knowingly and materially false and amount to fraud .


-17-

47.

Defendants' fraudulent representations have caused significant damages to Staton in an

amount to be demonstrated at trial .

COUNT IV PROMISSORY ESTOPPEL ,

48.


Complaint as-if fully set forth herein .

49 .

At all tunes material herein, Defendants made repeated promises to Stators to induce Stators to

contribute his skills, knowledge, networking resources, and efforts to assist Defendants in acquiring

the radio stations at issue in this litigation, including, but not limited to, promises : (i) that Stators

was "an equal partner in the Georgia deals;" (ii) that Stators would have no obligation to contribute

any capital to the Communications Capital Companies, so long as he expended personal efforts and

out-of-pocket expenses to locate potentially-lucrative radio stations in Georgia for Defendants, to

perform background research and due diligence investigations into such radio stations, and to assist

in Defendants' acquisitions efforts ; and (iii) that limited liability company agreements would be

drawn up and executed upon the closing of the radio station acquisitions reflecting Staton's pro-rata

ownership interest in the affiliated Communications Capital Companies .

50 .

Defendants' promises were intended to be and were reasonably and foreseeably relied upon

by Stators.


-18-

51 .

In reasonable and foreseeable reliance upon Defendants' promises, Staton provided

Defendants with the business opportunities which he located and expended over a year's worth of

efforts in performing due diligence work and assisting Defendants in acquiring the subject radio s

stations, all to his detriment .

52.

As a result of his justified reliance on these representations, Staton has sustained significant

damages in an amount to be demonstrated at trial .

53.

An injustice can be avoided only by the enforcement of Defendants' promises to Staton, and

Defendants are estopped from denying the enforceability of their statements .

COUNT V UNJUST ENRICHMENT/QUANTUM MERUIT

54.

All preceding statements and allegations of Plaintiffs Complaint are realleged and

incorporated herein by reference .

55 .

Staton expended substantial efforts over the course of a year and incurred out-of-pocket

expenses in serving as Defendants' Georgia representative in locating, researching, investigating,

negotiating, and acquiring the subject radio stations for Defendants .

56.

Such benefits were conferred upon Defendants with their appreciation and knowledge of

Staton's rendition of such services on their behalf and their appreciation and knowledge that Staton


the aforementioned radio stations, without which Defendants' acquisition of such radio stations

would have been impossible .

-19-

was utilizing his industry knowledge, skills, efforts, and extensive local contacts in the State of

Georgia for Defendants' exclusive benefit with an expectation of compensation.

57 .

After accepting such services and benefits from Stator, Defendants breached the promises

and representations made to Stator and denied the existence of any enforceable agreement. Among

other things, Defendants altered the terms of the proposed membership agreements to require a

capital contribution from Stator ; denied Stator his rights and privileges, including his right to

receive profits from the sales of the subject radio stations, as amember of the Georgia radio station

venture and the affiliated Communications Capital Companies ; and usurped Stator's business

opportunities .

58 .

If Defendants successfully argue that Stator is not an equal partner with all the rights and

benefits flowing from such status, Defendants will have been unjustly enriched by 5taton's

substantial efforts in performing the scouting and due diligence work necessary for the acquisition of

59.

Stator demands restitution from Defendants for their unjust enrichment as a result of their

acceptance of the substantial benefits and services rendered by Stator during the radio station

acquisition process and their usurpation of 3taton's business opportunities, in an amount to be

determined at trial .



Complaint as if fully set forth herein . s

COUNT VI SPECIFIC PERFORMANCE

60 .

61 .

Defendants entered into an agreement with Stators whereby Stators was to be admitted as an

equal member in the Georgia radio station venture and a pro-rata owner of the Communications

Capital Companies in exchange for leis role and assistance as Defendants' Georgia representative in

the acquisition and resale of prospective radio station opportunities, without any obligation for a

capital contribution .

62.

The agreement between Stators and Defendants was memorialized in an email

correspondence dated March 8, 2001 from Defendant McLravy to Stators, stating that Stators was "an

equal partner in the Georgia deals," and in a second email correspondence dated March 9, 2001 from

Defendant Oesterle to Stators, stating that Stators would "be a ̀ partner' on the percentage basis that

we discussed and as reflected in our draft documents ." True and correct copies of the

aforementioned emaii correspondences are attached hereto as Exhibits "A" and "B," respectively .

63 .

Stators has performed all of his obligations under the agreement, including locating the radio

stations at issue and performing the necessary due diligence research and background work relating

to each radio station, without which the Georgia radio station venture and the affiliated

Communications Capital Companies' acquisition of the subject radio stations would have been

-20-


impossible.

Communications Capital Companies.

65 .

litigation expenses. In addition, Defendants' actions have been stubbornly litigious, fraudulent,

-21-

64.

Defendants have breached the agreement to allow Staton to participate in the Georgia radio

station venture and the affiliated Communications Capital Companies by dejtying 5taton all of the

rights and privileges as an equal member of the Georgia radio station venture and the affiliated

Accordingly, in the alternative, Statoir is entitled to a decree of specific performance,

ordering Defendants to admit him as an equal partner in the Georgia radio station venture and a pro-

rata owner of the Communications Capital Companies, to provide au accounting to Staton, and to

disgorge their illegally-obtained profits .

66 .

Such a decree is fair and equitable, as Staton does not have complete and adequate remedy at

law in the absence of such a decree .

COUNT VII BAD FAITH

67.



68 .

The actions of Defendants, as addressed herein, constitute willful, wanton, and egregious

conduct and have been in utmost bad faith, so as to justify an award of Staton's attorneys' fees and


-22-

malicious, and oppressive, and have caused Staton unnecessary trouble and expense, so as to

further justify an award of his litigation expenses, including reasonable attorneys' fees and costs .

COUNT VIII PUNITIVE DAMAGES

69.



70.

Defendants' actions demonstrate that intentional or willful misconduct and an entire want of

care or indifference to consequences, so as to justify an award of punitive damages .

71 .

As a result, Staton is entitled to recover punitive or exemplary damages from Defendants in

an amount to be determined by the enlightened conscience of the jury .

WHEREFORE, Plaintiff respectfully prays:

a . That Plaintiff have a trial by jury on all Counts of this Complaint ;

b . That Plaintiff receive judgment in his favor on all Counts of this Complaint;

c . That Plaintiff recover damages from Defendants, jointly and severally, for their

breach of contract, in an amount to be demonstrated at trial;

d . That Plaintiff recover damages from Defendants, jointly and severally, for their

breach of fiduciary duty, in an amount to be demonstrated at trial ;

e . That Plaintiff recover damages from Defendants, jointly and severally, for fraud,

including an award of Defendants' profits and disgorgement, in an amount to be


-23-

demonstrated at trial ;

£ That Plaintiff recover damages from Defendants, jointly and severally, for unjust

enrichment and quantum meruit, in an amount to be demonstrated at trial;

g. That, in the alternative, Plaintiff be granted a decree of specific performance,

ordering Defendants to admit Plaintiff as an equal partner in the Georgia radio station

venture and a pro-rata owner of the Communications Capital Companies, to provide

an accounting to Staton, and to disgorge their illegally-obtained profits;

h. That Plaintiff receive from Defendants, jointly and severally, an award of his

reasonable attorneys' fees and litigation expenses for bad faith, in an amount to be

demonstrated at trial ;

That Plaintiff receive an additional award of punitive damages from Defendants,

jointly and severally, in an amount to be determined by the enlightened conscience of

the jury ; and

j . That this Court grant such other, further, plenary, and different relief as may be

deemed just and proper .

This the ay day of November, 2003.

Respectfully submitted,

GAMBRELL & STOLZ, L.L.P .

~ a~u ~~~~ W 4~,~Y Steven G. Hall Georgia Bar No. 319308 Vahn Chang Wagner Georgia Bu No. 170102


-24-

Monarch Plaza, Suite 1600 3414 Peachtree Road Atlanta, Georgia 30326 Telephone : (404) 577-6000 Facsimile : (404) 221-6501

Doc.K167;20


EXHIBIT

11 - A _

i

From: RCM16000eol.com Dote: ihu Mar 8, 2001 5:56 :4H PM US1Eastem To : cps0hehvys.com Cc : rah6cohnmarks.com, Mhoesterlegeol.com, MichaeIFStarr@aol .com, GWSbve2naaol.com Subject: Re : Georgia Properties

You are an equal partner in the Goo%!& deals.

Dick and Mike : how should we struclum this?

Best


7. Frankly, I caw no purpose In spending a bunch o! money to figure this all out until we were sure the deals were likely to happen . As you know, dealings with the sellers have not been without challenges .

Michael H . Oesteile 7711 Michigan Avenue, Suite 301 East Lansing, MI 48823 Telephone: 517.351 .3222 Fax: 517.351 .4481 Direct Fax : 617.351-8670 e-mail: [email protected]

E

EXHIBrr

I

_

B

From: MhoesterleQaol .com Date : Fri Mar 9, 2001 8:3327 AM US/Eastern To: [email protected], Mhoesterle@aol .com, MichaeIFStarcQaol.com, RCM1600Qaol.com Subject: Re: Georgia Properties

In a message dated 3/8/2001 3:19:11 PM Eastern Standard Time, [email protected] writes :

I received from Helmick copies of the various documents relating to Swainsboro . A question or two--are we purchasing these stations as a new LLC of which I am a partner (Georgia Broadcast whatever), or as your existing company? Do we not need to revise and complete the draft documents for a new LLC and or partnership that were drafted when we were trying to purchase the Popwell properties? If they are purchased as Capital Communications Managers, how am I involved?

7. You will be a 'partner' on the percentage basis that we discussed and as reflected In our draft documents.

2. However, I have not decided the type of entity to use or where It should 6e organized (e .g., Nevada, Georgia, or Delaware). There are some tricky tax Issues, coma of which are peculiar to Georgia that we have to resolve. For example, Georgia Imposes s SY. withholding on groan PROCEEDS from sale transactions by forlegn anUtilles If gain exceeds a certain amount . There are also stocklasset purchase Issues . We have tax people looking at all of this and I w111 forward a recomendatlon within the next couple weeks.



EXHIBIT / ATTACHMENT

C


IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERLY DISTRICT OF GEORGIA

ATLANTA DIVISION

Case No. :

Defendants.

action from the Superior Court of Gwinnett County, State of Georgia, to this Honorable Court.

1


Plaintiff,

v.

COMMUNICATIONS CAPITAL COMPANY II OF GEORGIA, LLC, a Delaware limited liability company; COMMUNICATIONS CAPITAL COMPANY II, LLC, a Delaware limited liability company; COMMUNICATIONS CAPITAL MANAGERS, LLC, a Delaware limited liability company; MICHAEL H. OESTERLE; R. CHARLES MCLRAVY; G. WOODWARD STOVER, II; ROBERT T. GANZAK; and MICHAEL F. STARK,

CONSENT TO REMOVAL

Defendant Michael F. Starr - without waiving, and specifically reserving, all

defenses, objections, exceptions, and motions, including but not limited to lack of service,

improper service, and lack of personal jurisdiction - consents to the removal of the captioned


2

Dated: December 23, 2003 Respectfully submitted,

Terrence J. Dee Jeffrey R. Miller KIRKLP.ND & ELLIS LLP 200 East Randolph Drive Chicago, Illinois 60601 Telephone: (312) 861-2000 Facsimile : (312) 861-2200

Counsel for Defendant Michael F. Starr



ATLANTA DIVISION

Case No. :

Defendants.

action from the Superior Court of Gwinnett County, State of Georgia, to this Honorable Court .


Plaintiff,

v.

COMMUNICATIONS CAPITAL COMPANY II OF GEORGIA, LLC, a Delaware limited liability company; COMMUNICATIONS CAPITAL COMPANY II, LLC, a Delaware limited liability company; COMMUNICATIONS CAPITAL MANAGERS, LLC, a Delaware limited liability company ; MICHAEL H. OESTERLE; R. CHARLES MCLRAVY; G. WOODWARD STOVER, II ; ROBERT T. GANZAK; and MICHAEL F. STARK,

CONSENT TO REMOVAL

Defendant Michael H. Oesterle - without waiving, and specifically reserving, all




Counsel Jor Defendant Michael K Oesterle

1


Terrence .T . Dee Jeffrey R. Miller KIRICLAND & ELLIS LLP 200 East Randolph Drive Chicago, Illinois 60601 Telephone: (312) 861-2000 Facsimile : (312) 861-2200



ATLANTA DIVISION

Case No. :

Defendants .

action from the Superior Court of Gwinnett County, State of Georgia, to this Honorable Court .


Plaintiff,

v.

COMMUNICATIONS CAPITAL COMPANY II OF GEORGIA, LLC, a Delaware limited liability company; COMMUNICATIONS CAPITAL COMPANY II, LLC, a Delaware limited liability company; COMMUNICATIONS CAPITAL MANAGERS, LLC, a Delaware limited liability company; MICHAEL H. OESTERLE; R CHARLES MCLRAVY; G. WOODW.ARD STOVER, II; ROBERT T. GANZAK; and MICHAEL F. STARK,

CONSENT TO REMOVAL

Defendant R. Charles McLravy - without waiving, and specifically reserving, all




Counsel for Defendant R. Charles McLraW

i


Terrence J . Dee Jeffrey R . Miller KIRKL?.ND & ELLIS LLP 200 East Randolph Drive Chicago, Illinois 60601 Telephone: (312) 861-2000 Facsimile : (312) 861-2200



ATLANTA DIVISION

Case No. :

Defendants .

action from the Superior Court of Gwinnett County, State of Georgia, to this Honorable Court.


Plaintiff,

v.

COMMUNICATIONS CAPITAL COMPANY II OF GEORGIA, LLC, a Delaware limited liability company; COMMUNICATIONS CAPITAL COMPANY II, LLC, a Delaware limited liability company; COMMUNICATIONS CAPITAL MANAGERS, LLC, a Delaware limited liability company; MICHAEL H. OESTERLE; R. CHARLES MCLRAVY ; G. WOODWARD STOVER, II; ROBERT T. GANZAK; and MICHAEL F. STARK,

CONSENT TO REMOVAL

Defendant Robert T. Ganzak - without waiving, and specifically reserving, all




Counsel for Defendant Robert T. Ganzak

Dated: December 23, 2003 Respectfully Submitted,

Terrence J. Dee Jeffrey R. Miller KIRKL.4ND & ELLIS LLP 200 East Randolph Drive Chicago, Illinois 60601 Telephone: (312) 861-2000 Facsimile : (312) 861-2200



ATLANTA DIVISION

Case No. :

Defendants .

Honorable Court.


Plaintiff,

v.

COMMUNICATIONS CAPITAL COMPANY II OF GEORGIA, LLC, a Delaware limited liability company; COMMUNICATIONS CAPITAL COMPANY II, LLC, a Delaware limited liability company; COMMUNICATIONS CAPITAL MANAGERS, LLC, a Delaware limited liability company; MICHAEL H. OESTERLE ; R. CHARLES MCLRAVY; G. WOODWARD STOVER, II ; ROBERT T. GANZAK; and MICHAEL F. STARK,

CONSENT TO REMOVAL

Defendant Communications Capital Managers, LLC - without waiving, and

specifically reserving, all defenses, objections, exceptions, and motions, including but not limited

to lack of service, improper service, and lack of personal jurisdiction - consents to the removal

of the captioned action from the Superior Court of Gwinnett County, State of Georgia, to this


2

Dated : December 23, 2003 Respectfully submitted,

Tenence J . Dee Jeffrey R. Miller KIRKLAND & ELLIS LLP 200 East Randolph Drive Chicago, Illinois 60601 Telephone: (312) 861-2000 Facsimile : (312) 861-2200

Counsel for Defendant Communications Capita! Managers, LLC



ATLANTA DIVISION

Case No.:

Defendants .

Honorable Court.


Plaintiff,

v.

COMMUNICATIONS CAPITAL COMPANY II OF GEORGIA, LLC, a Delaware limited liability company ; COMMUNICATIONS CAPITAL COMPANY II, LLC, a Delaware limited liability company; COMMUNICATIONS CAPITAL MANAGERS, LLC, a Delaware limited liability company; MICHAEL H. OESTERLE; R. CHARLES MCLRAVY; G. WOODW.ARD STOVER, II ; ROBERT T. GANZAK; and MICHAEL F. STARK,

CONSENT TO REMOVAL

Defendant Communications Capital Company II, LLC - without waiving, and

specifically reserving, all defenses, objections, exceptions, and motions, including but not limited

to lack of service, improper service, and lack of personal jurisdiction - consents to the removal

of the captioned action from the Superior Court of Gwinnett County, State of Georgia, to this


Counsel for Defendant Communications Capital Company II, LLC


Terrence J . Dee Jeffrey R. Miller ICII2KLAND & ELLIS LLP 200 East Randolph Drive Chicago, Illinois 60601 Telephone : (3l2) 861-2000 Facsimile : (312) 861-2200



ATLANTA DIVISION

Case No. :

Defendants.

reserving, all defenses, objections, exceptions, and motions, including but not limited to lack of

service, improper service, and lack of personal jurisdiction - consents to the removal of the

captioned action from the Superior Court of Gwinnett County, State of Georgia, to this

Honorable Court.


Plaintiff,

v.

COMMUNICATIONS CAPITAL COMPANY II OF GEORGIA, LLC, a Delaware limited liability company; COMMUNICATIONS CAPITAL COMPANY II, LLC, a Delaware limited liability company; COMMUNICATIONS CAPITAL MANAGERS, LLC, a Delaware limited liability company; MICHAEL H. OESTERLE; R. CHARLES MCLRAVY; G. WOODWARD STOVER, II; ROBERT T. GANZAK; and MICHAEL F. STr1RR,

CONSENT TO REMOVAL

Defendant G. Woodward Stover, II - without waiving, and specifically


2

Dated : December 23, 2003 Respectfully submitted,

/.~--- ~ ,~---~--Terrence J. Dee Jeffrey R. Miller I{.IItKLAND & ELLIS LLP 200 East Randolph Drive Chicago, Illinois 60601 Telephone: (312) 861-2000 Facsimile: (312) 861-2200

Counsel for Defendant G. Woodwnrd Stover, lI


106861

CERTIFICATE OF SERVICE

I hereby certify that a true and correct copy of the foregoing

Defendant's Notice of Removal was served this day via facsimile (without

attachments) and via United States mail, with adequate first class postage thereon,

addressed as follows:

Steven G. Hall Vahn Chang Wagner GAMBRELL & STOLZ, L.L.P . Monarch Plaza, Suite 1600 3414 Peachtree Road Atlanta, Georgia 30326 Telephone: (404) 577-6000 Facsimile : (404) 221-6501

This 23`d day of December, 2003 .

M-Iflgz Michael B. Tei y-~


F:- IN THE UNITED STATES DISTRICT COURT ATLANTA DIVISION ... · G. WOODWARD STOVER, II; ROBERT T....

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Transcript of F:- IN THE UNITED STATES DISTRICT COURT ATLANTA DIVISION ... · G. WOODWARD STOVER, II; ROBERT T....