UNITED STATES DISTRICT COURT CENTRAL …...PILLSBURY WINTHROP SHAW PITTMAN LLP Four Embarcadero...

PHILIP S. WARDEN (Cal. State Bar No. 54752) THOMAS V. LORAN III (Cal. State Bar No. 95255) PILLSBURY WINTHROP SHAW PITTMAN LLP Four Embarcadero Center, 22nd Floor San Francisco, CA 94111-5998 Phone: (415) 983-1000 Fax: (415) 983-1200 [email protected] [email protected] Attorneys for Appellant PASSPORT MANAGEMENT, LLC

UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA – SANTA ANA DIVISION

In re JANA W. OLSON, Debtor.

District Court Case Number 8:17-cv-01697-DSF Bankruptcy Court Case Number 8:15-bk-12496-TA Adversary Case Number N/A

PASSPORT MANAGEMENT, LLC,

Appellant,

v.

RICHARD A. MARSHACK, Chapter 7 Trustee,

Appellee.

APPENDIX TO OPENING BRIEF OF PASSPORT MANAGEMENT, LLC: EXCERPTS OF THE RECORD PURSUANT TO FEDERAL RULE OF BANKRUPTCY PROCEDURE 8018(B) VOLUME II of II (Record Pages 400-767)

Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 of 375 Page ID #:531

Passport Management, LLC v. Richard A. Marshack

Case No. 8:17-cv-01697-DSF

INDEX TO APPENDIX (EXCERPTS OF THE RECORD)

VOLUME I (Record Pages 1-399) of II

Mandatory Excerpts of the Record (Fed. R. Bankr. P § 8009(a)(4))

Tab Page Range

Date Docket No.

Document Title/Description

1 REC_001-REC_153

N/A N/A Bankruptcy Case Docket (as of November 9, 2017)

2 REC_154-REC_168

9/26/17 731 Passport Management, LLC’s Notice of Appeal and Statement of Election

3 REC_169-REC_177

9/18/17 722 Order Granting Trustee’s Motion for Order Approving Compromise with the Olson Children’s Irrevocable Trust (includes Exhibit 1, Tentative Ruling at REC_172-REC_177)

4 REC_178-REC_214

8/29/17 762 Transcript of Oral Proceedings Conducted at the Hearing of the Trustee’s Motion for Order Approving Compromise with the Olson Children’s Irrevocable Trust

Items Designated by Appellant

5 REC_215-REC_221

5/14/15 1 Voluntary Petition for Chapter 7 Bankruptcy, filed by Debtor Jana W. Olson (“Petition”)

6 REC_222-REC_277

6/18/15 34 Debtor’s Required Schedules and Related Documents (“Schedules”)


2

Tab Page Range

Date Docket No.


7 REC_278-REC_287

12/8/15 153 Notice of Lodgment of Order (1) Finding Debtor Jana Olson in Contempt; (2) Requiring Debtor Jana Olson to Appear and Demonstrate that She Has Purged Her Contempt; and (3) Continuing the Evidentiary and OSC Hearings Re: Debtor Jana Olson

8 REC_288-REC_289

12/15/15 166 Order of Civil Contempt and for Body Detention

9 REC_290-REC_385

4/15/16 Claim 4 Passport Management, LLC’s Proof of Claim

10 REC_386-REC_387

06/07/16 360 Order of Civil Contempt and for Body Detention of Debtor Jana Olson

11 REC_388-REC_389

06/07/16 361 Amended Order of Civil Contempt and for Body Detention of Debtor Jana Olson

12 REC_390-REC_396

06/10/16 375 Findings of Fact and Conclusions of Law in Support of Amended Order of Civil Contempt and for Body Detention

13 REC_397-REC_399

10/19/16 447 Judgment Re: Adversary Case No. 8:15-01341 TA

Record Items 14-34 (pages 400-767) are included in Volume II of Appendix


3

Passport Management, LLC v. Richard A. Marshack

Case No. 8:17-cv-01697-DSF

INDEX TO APPENDIX (EXCERPTS OF THE RECORD)

VOLUME II (Record Pages 400-767) of II

Items Designated by Appellant (continued)

Tab Page Range

Date Docket No.


14 REC_400-REC_526

12/15/16 517 Chapter 7 Trustee’s Motion to Approve Compromise with Creditor Passport Management for Allowance of Secured Claim and Carve-Out; Memorandum of Points and Authorities and Declaration of Richard A. Marshack in Support

15 REC_527-REC_533

2/6/17 554 Order Granting Chapter 7 Trustee’s Motion for Order Approving Compromise with Passport Management, LLC for Allowance of Secured Claim and Carve-Out

16 REC_534-REC_561

7/18/17 654 Trustee’s Motion for Order Approving Compromise with the Olson Children’s Irrevocable Trust; Memorandum of Points and Authorities; and Declaration of Richard A. Marshack in Support

17 REC_562-REC_567

7/18/17 655 Trustee’s Notice of Motion for Order to Approve Compromise with Olson Children’s Irrevocable Trust; Memorandum of Points and Authorities


4

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Date Docket No.


18 REC_568-REC_573

7/25/17 660 Stipulation to Reschedule Hearing of Motion for Order to Approve Compromise with Olson Children’s Irrevocable Trust

19 REC_574-REC_575

7/26/17 666 Order Approving Stipulation to Reschedule Hearing of Motion for Order to Approve Compromise with Olson Children’s Irrevocable Trust

20 REC_576-REC_587

8/14/17 673 Opposition of Creditor Passport Management, LLC to Trustee’s Motion for Order Approving Compromise with the Olson Children’s Irrevocable Trust

21 REC_588-REC_593

8/14/17 678 Stipulation to (1) Continue Hearing of Motion for Order to Approve Compromise with Olson Children’s Irrevocable Trust; Modify Briefing Schedule

22 REC_594-REC_595

8/15/17 680 Order Approving Stipulation to (1) Continue Hearing of Motion for Order to Approve Compromise with Olson Children’s Irrevocable Trust; Modify Briefing Schedule

23 REC_596-REC_623

8/15/17 683 Supplemental Opposition of Creditor Passport Management, LLC to Trustee’s Motion for Order Approving Compromise with the Olson Children’s Irrevocable Trust; Supporting Supplemental Declaration of Thomas V. Loran III


5

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Date Docket No.


24 REC_624-REC_627

8/18/17 687 Statement of Erlend Olson in Support of Trustee’s Motion for Order Approving Compromise with the Olson Children’s Irrevocable Trust

25 REC_628-REC_639

8/24/17 691 Olson Children’s Irrevocable Trust’s Reply to Opposition of Creditor Passport Management, LLC to Trustee’s Motion for Order Approving Compromise with the Olson Children’s Irrevocable Trust; Declaration of Barret Weekes and Declaration of Douglas Weekes

26 REC_640-REC_646

8/24/17 692 [Debtor’s] Support for the Trustee’s Motion for Order Approving Compromise with the Olson Children’s Irrevocable Trust and Opposition to Passport Management’s Opposition to Said Motion

27 REC_647-REC_648

8/25/17 693 Declaration of Erlend Olson in Support of Trustee’s Motion for Order Approving Compromise with the Olson Children’s Irrevocable Trust

28 REC_649-REC_715

8/29/17 694 Reply in Support of Trustee’s Motion for Order Approving Compromise with the Olson Children’s Irrevocable Trust

29 REC_716-REC_717

9/18/17 723 Order Granting 30-Day Temporary Stay of Order Granting Motion for Approval of Compromise with Olson Children’s Irrevocable Trust

30 REC_718-REC_726

9/29/17 734 Stipulation Continuing and Extending Temporary Stay


6

Tab Page Range

Date Docket No.


31 REC_727-REC_728

10/3/17 736 Order Continuing and Extending Temporary Stay of Order Approving Compromise with Olson Children’s Irrevocable Trust

Stipulated Supplement to Record on Appeal

32 REC_729-REC_730

10/16/15 100 Order Compelling Debtor’s Compliance with Statutory Disclosure, Cooperation, and Turnover Obligations Pursuant to 11 U.S.C. §§ 521, 542, and 105(a)

(Referenced by Contempt Orders Against Debtor)

33 REC_731-REC_763

10/30/15 105 Notice of Motion and Motion for Issuance of Order to Show Cause Why Debtor Jana Olson Should Not be Held in Contempt; Memorandum of Points and Authorities; Declarations of Edward Hays and Ashley Teesdale in Support

(Referenced by Contempt Orders Against Debtor)

34 REC_764-REC_767

3/29/16 255 Order Approving Debtor’s Stipulation to Turn Over Assets to Trustee

(Referenced by designated document Dkt. 375 Findings of Fact and Conclusions of Law in Support of Amended Order of Civil Contempt and for Body Detention).


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Main Document Page of 127

EDWARD HAYS 162507thaysmarshackhays.comASHLEY TEESDALE [email protected] HAYS LLP870 Roosevelt

Irvine California 92620

Telephone 949 333-7777Facsimile 949 333-7778

Gounselfor Chapter Trustee

Richard Ma is hack

UNITED STATES BANKRUPTCY COURT

CENTRAL DISTRICT OF CALIFORNIA SANTA ANA DIVISION10

11

hire Case No 815-bk-12496-TA12

JANA OLSON Chapter

13

Debtor CHAPTER TRUSTEES MOTION FOR14 ORDER APPROVING COMPROMISE

WITH CREDITOR PASSPORT15 MANAGEMENT LLC FOR

ALLOWANCE OF SECURED CLAIM16 AND CARVE-OUT MEMORANDUM OF

POINTS AND AUTHORITIES AND17 DECLARATION OF RICHARD

MARSHACK IN SUPPORT18

_____________________________________________Hearing Required Unless Objection and

19 Request Timely Filed Per LBR 9013-1

20

21 TO THE HONORABLE THEODOR ALBERT UNITED STATES BANKRUPTCY COURT

22 JUDGE THE OFFICE OF THE UNITED STATES TRUSTEE AND ALL INTERESTED

23 PARTIES

24 Richard Marshack in his capacity as Chapter Trustee Trustee of the Bankruptcy

25 Estate of Jana Olson flkla Jana Doris Weekes Debtor respectfully submits this motion to

26 approve the compromise to resolve all disputes between the Trustee and creditor Passport

27

28

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Management LLC Passport collectively with Trustee Parties regarding the status and

treatment of Passports claim as set forth in the agreement Agreement

Summary of Argument

Passport has filed an $11590628.98 secured claim that if allowed as filed would prevent

any other creditor from being paid Trustee could in good faith take issue with the secured status

of Passports claim however the anticipated cost of litigation would be disproportionate to any

benefit to the Estate Moreover even if unsecured Passports claim comprises over 99% of the

unsecured creditor body Accordingly Passport and Trustee have entered into the Agreement to

resolve all disputes by allowing Passports claim as first in priority secured claim senior to all

10 others but with carve-out sufficient to allow for payment of all administrative and currently

11 scheduled unsecured claims as though Passports claim was not secured The Agreement avoids the

12 cost and risks of litigation and will allow the Trustee to administer the Estate as though Passports

13 claim was unsecured Thus the Trustee has avoided any risk to the Estate of losing litigation

14 against Passport and has done so without incurring administrative expenses to achieve this result

15 Statement of Relevant Facts

16 Passports Claim

17 On May 142015 the Debtor filed voluntary petition for relief under Chapter of Title

18 11 of the United States Code Petition Date

19 On July 62015 Trustee filed notice of appointment and acceptance as Chapter Trustee

20 of Debtors bankruptcy estate

21 Passports Claim

22 On April 15 2016 Passport timely filed proof of claim in the Chapter Case which

23 claim was assigned Claim No true and correct copy of Claim No is attached to the Hays

24 Declaration as Exhibit Passports claim is based on multiple judgments and orders obtained

25 against Debtor prior to bankruptcy in that certain civil action the Civil Action that Passport as

26 plaintiff filed on February 22 2010 in the Superior Court of the State of California in and for the

27

28 true and correct copy of the Agreement is attached to the declaration of Edward Hays HaysDeclaration as Exhibit

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County of Orange and named as defendants Debtor her spouse Erlend Olson four limited liability

companies formed by Debtor and 100 DOES being Civil Action No 30-2010-0034652 in the

records and files of that superior court The proof of claim filed by Passport in the Chapter Case

asserts that the amount owed by Debtor to Passport as of the Petition Date was $11590628.98

plus interest and post-judgment costs including attorneys fees and that the entirety of the claim is

secured on account of the following actions taken by Passport in an effort to create judgment liens

and no others

November 10 2014 Passport filed Notice of Judgment Lien with the California

Secretary of State which filing was assigned No 45748320002 JLPP10 On December 2014 Passport obtained issuance of Abstracts of Judgment

11 Abstracts regarding the Judgment it obtained on October 23 2014 which Abstracts reflect

12 total amount owed of $10396863.15

13 December 92014 Passport recorded an Abstract in Los Angeles County as

14 Instrument No 20141331179

15 ii On December 2014 Passport recorded an Abstract in Riverside County as

16 Instrument No 2014-0468244

17 iii On December 2014 Passport recorded an Abstract in San Diego County

18 as Instrument No 2014-0540944

19 iv On December 92014 Passport recorded an Abstract in Orange County as

20 Instrument No 2014000530481 and

21 On December 10 2014 Passport recorded an Abstract in Santa Barbara

22 County as Instrument No 2014-0056636 and

23 On February 27 2015 Passport personally served Debtor with an Order to Appear

24 for Examination on March 19 2015 which order was entered by the Superior Court on February

25 2015 ORAP26 Passport obtained Judgement the Judgment on October 23 2014 in the Civil Action

27 As provided in that Judgement Debtor was found to be the transferee of $20940000 in ifinds

28 fraudulently transferred to the Debtor and her alter egos and was held jointly and severally liable to

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Passport for all amounts owed by Debtors spouse Erlend Olson on prior unappealed and final

several judgment entered in the Civil Action against Erlend Olson in May 2012 the May 2012

Judgment and Debtor was held solely liable for other amounts due and owing from Debtor to

Passport as set forth therein

The Judgment as of the date of its entry was in the principal amount of $10396863.15

and provides for post-judgment interest at the rate of 10% per annum @er California Code of Civil

Procedure 685.010 and for post-judgment attorneys fees and collection costs to be added to the

amount owing thereunder @er California Code of Civil Procedure 685.040 No appeal was taken

from the Judgment

10 In addition to its judgment liens Passport contends that all of the Debtors property is

11 subject to constructive trust in its favor While the Trustee disputes that Passport could readily

12 establish constructive trust over all assets of the Estate and that its judgment liens attached to all

13 property of the Estate the proposed agreement provides the Trustee with the net result that would

14 apply if Passport were treated as unsecured

15 Other Claims

16 Four other creditors have filed general unsecured claims2 none of which as yet has been

17 either allowed or objected to

18 Law offices of Louis Khoury in the amount of $27584.29

19 Franchise Tax Board in the amount of $695.09

20 American Express in the amount of $3612.53 and

21 Weiss Spees LLP in the amount of $166250

22 If Passports claim is deemed to be secured or otherwise entitled to priority treatment these

23 creditors and administrative creditors would not be expected to receive any distributions If

24 Passports claim were to be treated as general unsecured claim Passports claim still would

25 constitute 98.32% of the general unsecured creditor body The solution as described below

26 provides that if the claims of the four the creditors listed above are allowed then they and the

27__________________________

28 true and correct copy of the Claims Docket is attached to the Hays Declaration as Exhibit

The Franchise Tax Board has also filed priority unsecured claim in the amount of $170.65

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Trustee his counsel and his experts if any will receive treatment equivalent to Passports having

general unsecured claim

Estate Assets Available to Pay Claims

As of this time the Trustee has only been able to locate and liquidate modest number of

assets the current cash on hand and various personal property assets total approximately $250000

However the Trustee and Passport believe that some portion or all of the $20940000 adjudicated

to have been transfentd to by Debtor has been transferred by the Debtor to purported trusts or

secret accounts in the Cook Islands and elsewhere The Debtor has admitted to the existence of the

Pink Panther Trust in the Cook Islands which currently holds approximately $4.6 million Kg

10 Order Approving Debtors Stipulation to Turn Over Assets to Trustee Dk No 255

11 Bona Fide Dispute and Need for an Agreement

12 If allowed as secured Passports claim would almost certainly result in no payment of

13 administrative claims and no distribution to unsecured creditors With this in mind Trustee and his

14 counsel have analyzed the efficacy of Passports secured claim and the merits of its claim of

15 constructive trust arguments The Trustee does not concede the priority and secured status of

16 Passports claim However contesting Passports claim and its priority would be lengthy and

17 time consuming process

18 Accordingly the Trustee and Passport enter this Agreement to avoid the expense and delay

19 of any challenge to Passports claims and allow more substantial payment to other creditors

20 In order to resolve the concerns of the Trustee on behalf of the other creditors and in

21 compromise Passport has agreed to carve out of its claim certain funds so that administrative fees

22 can be paid and has agreed that distribution may be calculated as detailed below so that allowed

23 claims of currently known creditors including general unsecured creditors can be paid pan passu

24 with Passport

25

26

27

28

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Details of the Compromise

The following is summary of the substantive terms of the Agreement.4 Subject to

Bankruptcy Court Approval the Parties agree as follows

Passport shall have an allowed secured first-in-priority claim in the principal

amount of $11590628.98 Principal Sum Due The Principal Sum Due does not include post-

petition interest attorneys fees and other costs arising under California law collectively

Additional Claim

Passports Judgment Liens attached to all of Debtors assets that became property of

the estate as of the petition date pursuant to 11 U.S.C 541a Collateral Notwithstanding

10 the foregoing and in settlement of Passports constructive trust claims against Jana Olson or

11 Erlend Olson all property recovered under any theory of law or by consent from trusts settled by

12 Debtor in the Cook Islands including the Pink Panther Trust the other Cook Islands trust

13 described in an email from Wayne Philips to the Debtor dated August 28 2015 and including other

14 purported trusts in the Cook Islands and elsewhere and all other funds that the debtor who

15 describes herself as global person and who testified she has assets scattered everywhere as

16 referenced at pages 11061 107 of the seventh session of the Debtors testimony at the 341

17 examination dated April 12 2016 has sequestered around the world shall constitute property of

18 the estate subject to Passports first-in-priority secured claim

19 After conducting extensive investigation the Trustee is not aware of any liens that

20 are senior to the secured claim of Passport whose priority is subject to the provisions stated here

21 senior to all other claims and charges or any kind known and unknown and of any priority

22 however arising Other than as expressly provided nothing in this agreement is intended to

23 subordinate Passports Judgment Liens to any other claims or charges of any kind

24 From all assets administered by the Trustee that is subject to the Judgment Liens

25 Passport agrees to carve-out in the amount determined by the Court sufficient to pay all allowed

26 administrative and unsecured creditors as if Passport did not have any lien Carve-Out

27

28 All interested parties are advised to consult the PIR Agreement for all terms and conditions The statements contained

herein are summary of the material terms and conditions only

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Trustees counsel will provide its draft application for compensation to Passport at

least seven days prior to filing it with the Court Nothing in this Agreement precludes Passport

from opposing any application for allowance of any administrative expense claims or from

objecting to the allowance of any claim filed against the estate

For purposes of mathematically calculating the distributions to Passport and to the

allowed claims of the general unsecured creditors who are identified in Recital pursuant to 11

U.S.C 726 but without affecting the status of Passport as first-in-priority secured creditor

Trustee shall use the Principal Sum Due in determining the amount to be paid to Passport on

account of its claim which shall be paid paripassu with the allowed general unsecured creditors

10 Once all allowed administrative priority and non-priority claims of presently

11 known creditors have been paid in fill then Passports Additional Claim will be paid as fimds

12 become available including all interest on the Principal Sum Due determined using the California

13 legal interest calculation at 10% per annum and attomeys fees and costs As of November 30

14 2016 Passports Additional Claim is $4546063.23 which includes post-petition attorneys fees

15 and costs and the total amount of Passports claim is thus $16136692.21 as of November 30

16 2016 In addition interest will continue to accrue at the California legal rate and additional fees

17 will continue to accrue until Passports entire claim has been paid in fill

18 Passport shall have the right to seek allowance of an administrative claim for its

19 costs including fees to its lawyers and experts under theory of substantial contribution whether

20 or not the Principal Sum Due has been paid in fill Such administrative claims as allowed will be

21 treated as costs of administration and paid as priority claims but will be subordinate to the fees

22 awarded to the Trustee and the Estates other retained professionals identified as of the date of the

23 filing of the motion to approve the agreement

24 Trustee shall have discretion to apply to the Court to abandon estate property but

25 prior to doing so he will confer in good faith with Passport During such conference Trustee will

26 consider retaining Passports counsel as the Estates special counsel so that any assets or classes of

27 assets that the Trustee determines not to pursue can be pursued by Passport on behalf of and for the

28 benefit of Debtors estate

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The Trustee shall have discretion in determining when to make distributions to

creditors including Passport Passport also will be entitled to distributions on account of its

Additional Claim after payment of the Principal Sum Due is paid Administrative Priority Creditors

may be paid prior to any payment to Passport The Trustee may hold back sums from any initial

distributions to ensure that the Trustees and his lawyers fees will be paid for their services

The Trustee has determined that this Agreement resolves any potential conflicts of

interest between Passport and the Trustee Upon entry of an Order approving this Agreement the

Trustee shall seek to employ Passports counsel Pillsbury Winthrop Shaw Pittman LLP as special

litigation counsel to the Estate to pursue specific assets as detennined by the Trustee

10 Legal Authority

11 The Court May Approve Settlement Of Pending Controversy

12 The court has the authority to decide whether to approve settlement of claims held by

13 bankruptcy estate Notice must be given to all creditors the United States Trustee the debtor and

14 indenture trustees as provided in FRBP 2002 and to any other entity as the court may direct See

15 Rule 9019a of the Federal Rules of Bankruptcy Procedure

16 It is well-established that compromise should be approved if it is in the best interest of

17 the estate and is fair and equitable for the creditors Schmitt Ulrich hi re Schmitt 215 B.R

18 417424 B.A.P 9th Cir 1997 ATKAT Company Guy Atkinson Company of Cal jfornia In re

19 Guy Atkinson Company 242 B.R 497 502 B.A.P 9th Cir 1999 At its base the approval of

20 settlement turns on the question of whether the compromise is in the best interest of the estate

21 The standards to be applied to the approval of settlement include

22 the probability of success of the litigation on its merits

23 the difficulties in collection on judgment

24 the complexity of the litigation involved and

25 the expense inconvenience or delay occasioned by the litigation and the interest of

26 creditors

27 In rcA CProperties 784 F.2d 1377 1380-81 9th Cir 1986 cert den Martin Robinson

28 479 U.S 854 107 S.Ct 189 1989

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Although the court is to consider the range of results in the litigation the courts

assessment does not require resolution of the issues but only their identification so that the

reasonableness of the settlement may be evaluated emphasis added In re Hermitage Inn Inc

66 Bankr 7172 Bankr Cob 1986 Moreover it is not the bankruptcy courts responsibility

to decide the numerous questions of law and fact with respect to the merits of the litigation but

rather to canvass the issues and see whether the settlement falls below the lowest point of the

range of reasonableness In re Heissinger Resources Ltd 67 Bankr 378 383 C.D Ill 1986

The Probability of Success

The probability of success element weighs in favor of approving the Agreement Passport

10 asserts that it has judgment liens valid and enforceable in this bankruptcy case that cover all of

11 Debtors property through the JLPP the Abstracts and the ORAP as well as constructive trust

12 over such property The Trustee will not so stipulate First under state law the JLPP covers very

13 naiTowly defined personal property and Trustee believes that only lted amounts of the known

14 property of the Estate at this time falls under the statutorily defined property covered by judgment

15 lien on personal property such as accounts receivable However Passport disagrees and thither

16 believes there may be substantial undiscovered property that would be covered by the JLPP

17 Second the Abstracts only result in lien on real property To the best of Trustees and

18 Passports knowledge and investigation Debtor does not have nor did she have on the date the

19 Abstracts were recorded any interest in real property but the Debtor is not credible and there is

20 some indication that third parties are holding real estate assets for her

21 Third the ORAP was served on Debtor within the 90 days prior to Debtors Petition Date

22 SO Trustee believes the ORAP may be avoidable as preference

23 The amount of Passports claim is not in dispute only whether it is entitled to secured or

24 other priority status

25 The Trustee is confident that the Estates positions are well-founded but Passports

26 position is not without substantial merit The outcome of the issues is thus uncertain and counsel

27 for the Trustee and Passport respectfblly disagree on the likely result of the dispute over whether

28 Passport has lien on known or suspected Estate property that is valid and enforceable in

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bankruptcy Significantly the question of whether Passport has lien on an asset would likely need

to be litigated for each asset identified Should Trustee litigate and lose on the issue of whether

Passports lien covers particular asset not only would there be no value from that asset available

for distribution to unsecured creditors but there would be no ifinds from that asset available to pay

Trustees counsel for litigating the issue in the first place If Passport succeeds in proving every

asset in the Estate is subject to its liens the Estate would likely be administratively insolvent

On the other hand the Agreement will guarantee that Passports lien on Debtors property

has no effect on payment of the known unsecured or administrative claims

Thus to avoid the risk of an unfavorable outcome and to minimize the administrative costs

10 of the Estate the Trustee has exercised his business judgment by deciding to enter the proposed

11 Agreements

12 ii Difficulties in Collection

13 This factor is not applicable to this analysis The dispute to be resolved is whether or not

14 Passports claim is secured The only potential preferential transfer to be recovered is the ORAP

15 which would be accomplished by simply recording judgment Logistically Passports claim

1.6 would be treated as secured in the bankruptcy case or it would not there is no collection either

17 way Accordingly this factor neither weighs in favor of nor against approving the Agreement

18 iii Complexity of Litigation

19 Passport took several different steps to create liens on Debtors property prior to

20 bankruptcy and has asserted several different theories for why it is entitled to lien which survives

21 the bankruptcy filing Determination of some arguments for why Passport has lien issues will be

22 more complex than others For example avoidance of the ORAP should be relatively simple and

23 based on well-settled law On the other hand Passports argument that it is entitled to

24 constructive trust will require more complex legal analysis

25 The more complex and voluminous issues would arise from determining which assets if

26 any are subject to Passports alleged liens Debtor has created complex web of assets and

27 transfers and has been extremely reticent and unreliable in explaining and providing evidence to

28 establish what money went where Trustee and Passport have spent the 19 months this case has

10

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been pending attempting to unwind this web at great expense with limited success Whether

Passports liens attach to an asset would need to be investigated and litigated for each individual

asset in the Estate

The Trustee believes that while the complexity of the legal issues at hand varies the factual

investigation and development of the necessary evidence could prove difficult and expensive

Accordingly this factor favors approving the Agreement

iv Expense Inconvenience and Delay

Given the amounts in controversy this factor weighs heavily in favor of granting the

Motion

10 As stated in the previous section the question of whether Passports liens attach to an asset

11 would need to be litigated for every asset in the Estate Such individual determination of the

12 secured status of every item in the Estate would be cost-prohibitive and would require tracing that

13 given Debtors reticence to turn over records would be very difficult and unreliable Further each

14 new asset carries the risk that the entire value of the asset is subject to Passports liens allowing for

15 no upside to the Estate and deepening the ever-present risk of an administratively insolvent Estate

16 In addition Passport has considerably greater resources than the Estate If it chose to it

17 could make litigation extremely onerous and costly

18 Accordingly this factor favors approving the Agreement

19 The Court may approve the Carve-Out

20 carve-out agreement is generally understood to be an agreement by party secured

21 by all or some of the assets of the estate to allow some portion of its lien proceeds to be paid to

22 others i.e to carve out its lien position In re KVN Corp Inc 514 B.R 9th Cir BAP

23 2014 citing Costa Robotic Vision Sys Inc In re Robotic Vision Sys Inc 367 B.R 232

24 237 23 1st Cir BAP 2007 In re Besset 2012 WL 6554706 at 9th Cir BAP

25 2012 In In re KVN Corp Inc the Bankruptcy Appellate Panel for the Ninth Circuit the

26 BA held that courts should consider the following factors in deciding whether to approve

27 carve-out agreement between Chapter trustee and secured lender whether the trustee

28 fulfilled his or her basic duties whether there is benefit to the estate i.e prospects for

11

MOTION FOR ORDER APPROVING COMPROMISE WITH PASSPORT MANAGEMENT485 I-9735-4046.vl

4814-5411-0525 v.2

REC_410



meaningfhl distribution to unsecured creditors whether the terms of the carve-out

agreement been fully disclosed to the bankruptcy court Id at In sum courts should

scrutinize carve-out agreements to ensure that the agreement provides benefit to unsecured

creditors and is not merely an opportunity for the trustee to receive commission for making

distribution to secured creditor who could foreclose on the security interest itself Id at

Here the proposed Carve-Out satisfies the three required factors First the Trustee has

fulfilled his basic duties He has fully analyzed the issues surrounding Passports claimed lien

and evaluated the likelihood that Passports liens may attach to all known and suspected assets

of the Estate He has also fully evaluated the substantial risk to the estate if the Trustee is

10 unsuccessful in proving Passports liens do not attach to certain assets

11 Second there is significant benefit to the Estate if the Carve-Out provision of the

12 Agreement is approved All assets whether or not subject to Passports liens will be available for

13 payment of unsecured and administrative claims This creates certainty in the character of Estate

14 assets that enables the Trustee to more vigorously pursue additional assets without the risk that his

15 efforts will benefit only Passport

16 Third the Trustee has disclosed the Carve-Out and all terms of the Agreement to the Court

17 and seeks approval of the Agreement by this Motion The Trustee has met all of the requirements

18 for approval of proposed carve-out The Trustee negotiated the carve-out because it is in the best

19 interest of unsecured creditors The Court should therefore approve the Carve-Out in the context of

20 the Agreement

21 Approving this Motion without hearing is proper

22 Rule 9013-1o of the Local Banlcruptcy Rules LBR provides in relevant part as

23 follows Except as to matters specifically noted in paragraph o2 and as otherwise

24 ordered by the court any matter which may be set for hearing in accordance with LBR 9013-1

25 may be determined upon notice of opportunity to request hearing LBR 9013-1o

26 Section 1021B of Title 11 provides that after notice and hearing and similar

27 language authorizes an act without an actual hearing if such notice is given properly and if

28 such hearing is not requested timely by party in interest or ii there is insufficient time for

12

MOTION FOR ORDER APPROVNG COMPROMISE WITH PASSPORT MANAGEMENT485 1-9735.4046.vI

4814-5411-0525 v.2

REC_411



hearing to be commenced before such act must be done and the court authorizes such act 11

U.S.C 1021BThe Trustee believes the Rule 9013-1o1 procedure is appropriate in this case Neither

motions to approve compromise nor carve-out agreements are excepted from determination with

the opportunity to request hearing pursuant to LBR 9013-1o2 Further the Trustee does not

anticipate any opposition to approval of the proposed Agreement because the proposed Agreement

is fair reasonable and will provide for more efficient and cost effective administration of the

Estate and will therefore serve the best interests of the Estate and its creditors The procedure will

save the Estate the fees and costs associated with conducting hearing on approval of matter

10 that the Trustee anticipates will not be opposed

11 Conclusion

12 In sum the Trustee believes that the evidence shows that consummating the Agreement is

13 in the best interest of the estate and its creditors In order to avoid the risk of an unfavorable

14 outcome to minimize the administrative costs of the estate and to maximize and expedite

15 distributions to creditors the Trustee has exercised his business judgment in deciding to enter the

16 proposed compromise The proposed settlement as memorialized in the Agreement represents

17 reasonable compromise that minimizesthe risk and costs of litigation while affecting substantial

18 and immediate recovery of assets by the estate

19 The Trustee believes that the Agreement is fair and reasonable and in the best interest of the

20 Estate because the Agreement will resolve all litigation regarding the treatment of Passports claim

21 and the effect of Passports alleged liens on property of the Estate reduce litigation expenses

22 avoid the risk of an unfavorable outcome The settlements are reasonable given the Trustees

23 assessments of the claims and resolving this dispute in the proposed manner will result in the

24 Estate maximizing limited resources for the benefit of creditors by avoiding unnecessary litigation

25 costs For the reasons stated above the Trustee has determined in his sound business judgment

26 that the proposed Agreement represents reasonable compromise that will minimize the risk and

27 costs of litigation Thus the Trustee respectifilly requests that the Court enter an order that

28 provides that

13

MOTION FOR ORDER APPROVING COMPROMISE WITH PASSPORT MANAGEMENT485 1-9735-4046.vl

4814-5411-0525 v.2

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Ca 815-bk-12496-TA Doe 517 Filed 12/15/16 Entered 12/15/16 150519 Desc

Main Document Page 14 of 127

The Motion is granted

The Agreement is approved including the Carve-Out

Passports claim is deemed an allowed secured claim

Trustee is authorized to take any steps necessary to consummate the

Agreement

Such other further relief as the Court may deem just and proper

DATED December 152016 MARSHACK HAYS LLP

By /s/D Edward Ha vs10 EDWARD HAYS

11ASILEYM.TEESDALE

Attorneys for Chapter Trustee

12 RICHARD MARSHACK

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

14

MOTION FOR ORDER APPROVING COMPROMISE WITh PASSPORT MANAGEMENT485 1-973 5-4046.vl

4814-5411-0525 v.2

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Ca 815-bk-12496-TA Doc 517 Filed 12/15/16 Entered 12/15/16 150519 Desc


Declaration of Richard Marshack

RICHARD MARSHACK declare as follows

1am an individual over 18 years of age and competent to make this Declaration

am an attorney at law duly admitted to practice before this Court and all courts of

the State of California

am the Chapter Trustee of the Bankruptcy Estate of lana Olson Debtor

If called upon to do so could and would competently testify as to the facts set

forth in this Declaration

10 The facts set forth below are true of my personal knowledge

11 reviewed the courts PACER docket for this case prior to execution of this

12 Declaration to refresh my memoiy as to the dates on which particular documents were filed and

13 confirm no further relevant documents were filed

14 make this declaration in support of the this motion to approve the compromise to

15 resolve all disputes between the Estate and creditor Passport Management LLC Passport

16 collectively with Trustee Parties regarding the status and treatment of Passports claim as set

17 forth in the agreement Agreement true and correct copy of the Agreement is attached as

18 Exhibit

19 On May 14 2015 the Debtor filed voluntary petition for relief under Chapter of

20 Title 11 of the United States Code Petition Date

21 On April 15 2016 Passport timely filed proof of claim asserting secured claim

22 against all assets of this Chapter Case which claim was assigned Claim No true and correct

23 copy of Claim No as filed is attached as Exhibit

24 10 Counsel for Passport has also informed me that in addition to judgment liens

25 Passport contends that all property of this bankruptcy estate is subject to constructive trust in its

26 favor

27 11 Wbile the dispute that Passport could establish constructive trust over all assets

28 of the Estate and that its judgment liens attached to all property of the Estate the proposed

15

MOTION FOR ORDER APPROVING COMPROMISE WITII PASSPORT MANAGEMENT485 1-9735-4046.vI

4814-5411-0525 v.2

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CE 815-bk-12496-TA Doc 517 Filed 12/15/16 Entered 12/15/16 150519 DescMain Document Page 16 of 127

agreement provides the Estate with the same result as if Passport were treated as unsecured This

result is achieved without litigation costs

12 Four other creditors have filed general unsecured claims none of which as yet has

been either allowed or objected to Law offices of Louis Khoury in the amount of

$27584.29 Franchise Tax Board in the amount of $695.09 American Express in the

amount of $3612.53 and Weiss Spees LLP in the amount of $166250 true and correct

copy of the Claims Docket is attached as Exhibit By my calculation if Passports claim were

to be treated as general unsecured claim Passports claim would constitute 9832% of the general

unsecured creditor body

10 13 As of this time have only been able to locate and liquidate modest amount of

11 assets the current cash on hand and the estimated value of the remaining personal property in my

12 possession totals approximatçly $250000

13 14 While am confident that the Estates positions are well-founded and that it would

14 prevail in litigation against Passport However given the depth of Passports resources the well-

15 regarded attorneys representing it and the general risks of litigation achieving best case result is

16 uncertain and would prove very costsly

17 15 In my business judgment believe that the Agreement is in the best interests of the

18 Estate because it will guarantee that Passports lien on Debtors property has no effect on payment

19 of the known unsecured or administrative claims avoiding the risk of an unfavorable outcome and

20 minimizing the administrative costs of the Estate

21 declare under penalty of perjury that the foregoing is true and correct Executed on

22 December 15 2016 at Irvine California

23 __________________ifiCHARD MARSHACK

24

25

26

27

28

The Franchise Tax Board has also filed priority unsecured claim in the amount of $170.65

16

MOTION FOR ORDER APPROVING COMPROMISE WITH PASSPORT MANAGEMENT4851-9735-4046.vl

REC_415


Case 815-bk-124g6-TA Doe 517 Filed 12115116 Entered 12/15/16 150519 DescMain Document Page 17 of 127

EXHIBIT

REC_416


Case 815-bk-12496-TA Doc 517 Filed 12115/16 Entered 12/15/16 150519 DescMain Document Page 18 of 127

AGREEMENT BETWEEN TRUSTEE AND CREDITOR PASSPORT MANAGEMENT LLC

This Agreement between Trustee and Creditor Passport Management LLC the

Agreement is made this of November 2016 by and between Richard Marshack

Trustee in his capacity as Chapter Trustee of the bankruptcy estate of debtor Jana

Olson f/Ida Jana Doris Weelces Debtor and creditor Passport Management LLC

Passport creditor in the bankruptcy case of Debtor the Chapter Case being Case

No 815-12496 TA in the records and files of the United States Bankruptcy Court for the Central

District of California the Bankruptcy Court and its effectiveness is conditioned upon the

Banlcruptcy Courts entry of an Order approving the Agreement

RECITALS

On May 14 2015 the Debtor filed voluntary petition for relief under Chapter

of Title 11 of the United States Code Petition Date

On July 62015 Trustee filed notice of appointment and acceptance as

Chapter Trustee of Debtors bankruptcy estate

On April 15 2016 Passport timely filed proof of claim in the Chapter Case

which claim was assigned Claim No 3-1 Passports claim is based on multiple judgments and

orders obtained against Debtor prior to bankruptcy in that certain civil action the Civil Action

that Passport as plaintiff filed on February 22 2010 in the Superior Court of the State of

California in and for the County of Orange and named as defendants Debtor her spouse Erlend

Olson Spouse four limited liability companies formed by Debtor and 100 DOES being

Civil Action No 30-2010-00346521 in the records and files of that superior court The proof of

claim filed by Passport in the Chapter Case asserts that the amount owed by Debtor to Passport

as of the Petition Date was $11590628.98 and that the entirety of the claim is secured by the

following actions talcen by Passport in an effort to create judgment liens and no others

November 10 2014 Passport filed Notice of Judgment Lien with the

California Secretary of State which filing was assigned No 45748320002

JLPP

484400528 189 vi

EXHIBIT PAGE 17

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Case 815-bk-12496-TA Doc 517 Filed 12/15/16 Entered 12/15/16 150519 DescMain Document Page 19 of 127

On December 52014 Passport obtained issuance of Abstracts of Judgment

Abstracts regarding the Judgment it obtained on October 23 2014 which

Abstracts reflect total amount owed of $10396863.15

December 2014 Passport recorded an Abstract in Los Angeles County

as InstrumentNo 20141331179

ii On December 92014 Passport recorded an Abstract in Riverside County

as Instrument No 2014-0468244

iii On December 2014 Passport recorded an Abstract in San Diego County

as InstrumentNo 2014-0540944

iv On December 92014 Passport recorded an Abstract in Orange County as

Instrument No 2014000530481 and

On December 10 2014 Passport recorded an Abstract in Santa Barbara

County as Instrument No 20 14-0056636 and

On February 27 2015 Passport personally served Debtor with an Order to

Appear for Examination on March 19 2015 which order was entered by the

Superior Court on February 2015 ORAPPassport obtained Judgement the Judgment on October 23 2014 in the Civil

Action As provided in that Judgement Debtor is deemed to be the transferee of $20940000 in

funds fraudulently transferred to alter egos of the Debtor and is held jointly and severally liable

to Passport for all amounts owed by Spouse on prior unappealed and final several judgment

entered in the Civil Action against Spouse in May 2012 the May 2012 Judgment and is

held solely liable for other amounts due and owing from Debtor to Passport as set forth therein

The Judgment as of the date of its entry was in the principal amount of

$10396863.15 and provides for post-judgment interest at the rate of 10% per annum per

California Code of Civil Procedure 685.010 and for post-judgment attorneys fees and

collection costs to be added to the amount owing thereunder

No appeal was taken from the Judgment

4844 -0052-8 189vl

EXHIBIT PAGE 18

REC_418



Passport contends that all of the Debtors property is subject to constructive

trust in its favor

In an adversary proceeding commenced against Debtor in the Chapter Case

jointly by Trustee and Passport this Court has now entered Judgment on October 19 2016 the

Non-Dischargeabilit-y Judgment denying and excepting the claim of Passport from the

Debtors discharge under section 532a as well as denying the Debtors discharge generally

under section 727 of the Bankruptcy Code

The Debtor has not taken an appeal of the Non-Dischargcability Judgment which

has now become non-appealable and final

Four other creditors have filed general unsecured claims none of which as yet has

been either allowed or objected to

Law offices of Louis Khoury in the amount of $27584.29

Franchise Tax Board in the amount of $695.09

American Express in the amount of $3612.53 and

Weiss Spees LLP in the amount of$ 166250

As of this tim the Trustee has only been able to locate and liquidate modest

number of assets the current cash on hand is less than $250000 but the Trustee and Passport

believe that some portion or all of the $20940000 has been transferred by the Debtor to

purported trusts in the Coolc Islands and elsewhere If the Trustee and Passport succeed in

recovering all or material portion of the funds the Debtor has purported to transfer or otherwise

hide and sequester the Trustee believes that Passport and the general unsecured creditors whose

claims are allowed could be paid substantial percentage of what they are owed or if all such

hidden funds are received may be able to pay such claims in full

If Passports claim is allowed as general unsecured claim and all other filed

general unsecured claims are allowed Passports claim will constitute 98.32% of the general

The Franchise Tax Board has also filed priority unsecured claim in the amount of$170.65

4844.0052-8 89vI

EXHIBIT PAGE 19

REC_419



unsecured creditor body Because Passport constitutes such large percentage of the creditor

body and stands to receive the vast majority of distributions from this estate the Trustee and his

counsel have analyzed the efficacy of Passports secured claim and the merits of its claim of

constructive trust

The Trustee and Passport thus enter this Agreement to avoid the expense and

delay of any challenge to Passports claims the Trustee acknowledges that contesting Passports

priority would be lengthy and time consuming process

Passport has assisted the Trustee in connection with locating assets to date and in

obtaining the Non-Dischargeability Judgment and in successfully seelcing to have the Debtor

found to be in contempt of this Court The Trustee and Passport have also been successful in

locating some assets that the Debtor attempted to hide and believe that there are additional

assets that need to be pursued by adversary proceeding To jointly pursue such assets the

Trustee needs to resolve any possible dispute with Passport so if appropriate and allowed by

this Court pursuant to Application to Employ the Trustee can retain Passports lawyers as his

special counsel to pursue such assets

In order to resolve the concerns of the Trustee on behalf of the other creditors and

in compromise Passport has agreed to carve out of its claim certain funds so that administrative

fees can be paid and has agreed that distribution may be calculated in such facts as detailed

below so that allowed general unsecured creditors can be paid paripassu with Passport

AGREEMENT

Now There fo based on the foregoing Trustee and Passport collectively the

Parties hereby agree as follows

The foregoing Recitals are acknowledged by the Parties to be true and correct and

forni the basis of this Agreement

4844-0052-8 89vl

EXHIBIT PAGE 20

REC_420



This Agreement is subject to Court approval The Trustee will file motion

pursuant to Rule 9019 of the Rules of Banlcruptcy Procedure seeking such approval within

days after receiving signatures from Passport and its counsel

Passport shall have an allowed secured first-in-priority claim in the principal

amount of $11590628.98 Principal Sum Due The Principal Sum Due does not include

post-petition interest attorneys fees and other costs arising under California law collectively

Additional Claim

Passports Judgment Liens attached to all of Debtors assets that became property

of the estate as of the petition date pursuant to 11 U.S.C 541a CCollateral

Notwithstanding the foregoing and in settlement of Passports constructive trust claims against

Jana Olson or FrIend Olson all property recovered under any theory of law or by consent from

trusts settled by Debtor in the Coolc Islands including the Pink Panther Trust the other Cook

Islands trust described in an email fiom Wayne Philips to the Debtor dated August 28 2015 and

including other purported trusts in the Cook Islands and elsewhere and other funds that the

debtor who describes herself as global person who testified she has assets scattered

everywhere around the world as referenced at pages 1106-1107 of the seventh session of the

Debtors testimony at the 341 examination dated April 12 2016 shall constitute property of the

estate subject to Passports first-in-priority secured claim

After conducting extensive investigation the Trustee is not aware of any liens that

are senior to the secured claim of Passport whose priority is subject to the provisions stated

here senior to all other claims and charges or any kind and of any priority however arising

Other than as expressly provided nothing in this agreement is intended to subordinate Passports

Judgment Liens to any other claims or charges of any kind

From all assets administered by the Trustee that is subject to the Judgment Liens

Passport agrees to carve-out in the amount determined by the Court sufficient to pay all

allowed administrative and unsecured creditors as if Passport did not have any lien

CarveOut

4844-0052-8 189.vI

EXHIBIT PAGE 21

REC_421



Trustees counsel will provide its draft application for compensation to Passport

at least seven days prior to filing it with the Court Nothing in this Agreement precludes Passport

from opposing any application for allowance of any administrative expense claims or from

objecting to the allowance of any claim filed against the estate

For purposes of mathematically calculating the distributions to Passport and to the

allowed claims of the general unsecured creditors who are identified in Recital pursuant to

11 U.S.C 726 but without affecting the status of Passport as first-in-priority secured

creditor Trustee shall use the Principal Sum Due in determining the amount to be paid to

Passport on account of its claim which shall be paid pan passu with the allowed general

unsecured creditors

Once all allowed administrative priority and non-priority creditors have been

paid in full then Passports Additional Claim will be paid as funds become available including

all interest on the Principal Sum Due determined using the California legal interest calculation

at 10% per annum and attorneys fees and costs As of November 30 2016 Passports

Additional Claim is $4546063.23 which includes post-petition attorneys fees and costs and

the total amount of Passports claim is thus $16136692.21 as of November 30 2016 In

addition interest will continue to accrue at the California legal rate and additional fees and costs

will continue to accrue until Passports entire claim has been paid in full

10 Passport shall have the right to seek allowance of an administrative claim for its

costs including fees to its lawyers and experts under theory of substantial contribution

whether or not the Principal Sum Due has been paid in full Such administrative claims as

allowed will be treated as costs of administration and paid as priority claims but will be

subordinate to the fees awarded to the Trustee and the Estates other retained professionals

11 Trustee shall have discretion to apply to the Court to abandon estate property but

prior to doing so he will confer in good faith with Passport During such conference Trustee

will consider retaining Passports counsel as the Estates special counsel so that any assets or

4844-0052-8189.vl

EXHIBIT PAGE 22

REC_422


Case 815-bk-12496-TA Doc 517 Filed 12/15/16 Entered 12/15/16 150519 Desc


classes of assets that the Trustee determines not to pursue can be pursued by Passport on behalf

of and for the benefit of Debtors estate

12 The Trustee shall have discretion in determining when to malce distributions to

creditors including PassporL Passport also will be entitled to distributions on account of its

Additional Claim after payment of the Principal Sum Due is paid Administrative Priority

Creditors may be paid prior to any payment to Passport The Trustee may hold back sums from

any initial distributions to ensure that the Trustees and his lawyers fees will be paid for their

services

13 The Trustee has determined that this Agreement resolves any potential conflicts

of interest between Passport and the Trustee Upon entry of an Order approving this Agreement

the Trustee shall seek to employ Passports counsel Pillsbury Winthrop Shaw Pittman LLP as

special litigation counsel to the Estate to pursue specific assets as determined by the Trustee

14 This Agreement may be executed in one or more counterparts and facsimile or

electronic signatures may be used in filing this document with the Court

Dated November 2016 MARSHACK NAYS LLP

By________EDWARD HAYS

ASHLEY TEESDALEAttorneys for Chapter Trustee

RICHARD MARSHACK

Dated November 2016 PILLSBURY WINTHROP SHAW PITTMANLLP

ByPHILIP WARDENTHOMAS LORANAttorneys for Creditor

PASSPORT MANAGEMENT LLC

4844-CCS2-5189.vI

EXHIBIT PAGE 23

REC_423



EXHIBIT

REC_424


aEaLfsuwdn4paeTpA azim51-i F1IS 12/tJ1IIIB Eflrd dli Wffl@fljii5 19aeof26 of 127

Debtor Jana Olson ft k/a Jana Doris Weekes

Debtor n/aSpouse if tiling

united States Bankruptcy Courtferthe Central Disirict of California

Case number 815-12496-TA Chapter

Official Form 410

Proof of Claim ivis

Read the Instructions before filling out this form This form is for making claim for payment in bankruptcy case Do not use this form to

make request for payment of an administrative expense Make such request according to 11 U.S.C 503

Fliers must leave out or redact information that is entitled to privacy on this form or on any attached documents Attach redacied copies of any

documenis that support the claim such as promissory notes purchase orders invoices itemized statements of running accounts contracts Judgments

mortgages and security agreements Do not send original documents they may be destroyed after scanning If the documents are not available

explain in an attachment

person who files fraudulent claim could be fined up to $500000 imprisoned or up to years or both 18 U.S.C 152 157 and 3571

Flit in all the Information about the claim as of the dale the case was filed That date Is on the notice of bankruptcy Form 309 that you received

tfliFU Identifytile Claim

Wthe currentPassport Management LLC

Name of lha current creditor the person or entity lobe paid for this claim

Other names the creditor used with the debtor n/a

Has this claim beenNo

acquired from

someone else Yes From whom ________________________________________________________________________________________

Where should notices Where should notices to the creditor be sent Where shoutd payments to the creditor be sent ii

and payments to the different

creditor be sentPhilip Warden Esq

__________________________________________________

Bankruptcy ProcedureName

Pillsbury Winthrop Shaw Pittman LLP Name

FRBP 2002g Four Embarcadero Center 22nd Floor__________________________________________

Number Street Number Street

San_Francisco CA 94111__________________________________________

city Siete zip code City Slate ZiP Code

contact phone 914 9837260Contact phone

contact email phlllp.wardenpillsburylaw.con contact email _________________________

uniform claim identirier for eleclronic payments in chapter 13 ifyou use one

Does this claim amend 12 Noone already flied Yes Claim number on court claims registry if known ______ Flied on ___________________

MM 100 IYYYY

DoyouknoWlfanYOfle Noelse has filed proof Yes Who made the earfler filingof claim for this claim

Official Form 410 Proof of claIm page

EXHIBIT PAGE 24

Fill in this inerma flea te identity the case

REC_425


L1rukktvmA cnairnsn DRIEd VflW46 Eardddhwmththii5 1PaqaotMain Document 96 Page 27 of 127

Give information About the Claim as of the Date the Case Was Filed

Do you have any number No

you use to Identify the Yes Last digits of tit debtors account or any number you use to Identify the debtor

How much is the claim See Attachment Does this amount include interest or other chargesUNo12 Yes Attach statement itemizing interest fees expenses or other

charges required by Bankruptcy Rule 3001 c2A

What is tile basis of the

camExamples Goods sold money loaned ease services performed personal Injury or wrongful death or credit card

Attach redacted copies of any documents supporting the claim required by Bankruptcy Rule 3001c

Limit disclosing information that is entitled to pflvacy such as health care Information

Judgments for violation of Calif Uniform Fraudulent Transfer Act

is all or part of the claim Nosecured Yes The claim Is secured by lien on property

Nature of property

Real estate lithe claim Is secured by the debtors principal residence file Mortgage Proof of Claim

AttachmentOfficial Form 410-A with this Proof of Cia/rn

Motor vehicle

12 Other DescrIbe Judgment liens see Attachment

Basis for perfectIonSee Attachment

Attach redacted copies of documents if any that show evidence of perfection of security interest for

example mortgage lien certificate of title financing statement or other document that shows the iien has

been filed or recorded

Value of property $_________________

Amount of the ciaim that Is secured $___________________

Amount of the claim that is unsecured The sum of the secured and unsecured

amounts should match the amount inline

Amount necessary to cure any defauit as of the date of the petition $___________________

Annual interest Rate when case was flied_______

Fixed

variable

10 is this claim based on Nolease

Yes Amount necessary to cure any default as of the date of the petItion $_____________________

11.isthisciaimsubJecttoa No

right of setoftYes Identify the property

Official Form 410 Proof of Claim page

EXHIBIT PAGE 25

REC_426


dllini51-l IFIISI /LB5IJL da2Iflo519aaof

12 Is all or part of the claim

entitled to priority under11 U.S.C 507a

claim may be partly

priority and partly

nonpriority For examplein some categories the

law limits the amountentitled to

priority

Yes Check alt that apply

LI Domestic support obtigations including alimony and child support tinder

11 U.S.C 507a1A or alBUp to $2775 of deposits toward purchase lease or rental of property or services for

personal family or household use 11 U.S.C 507a7

Wages salaries or commissions up to $124751 earned within 180 days berore the

bankruptcy petition is filed or the debtors business ends whichever is earlier

11 U.S.C 507a4

Taxes or penalties owed to governmental units 11 U.S.C 507a8

Contributions to an employee benefit plan 11 U.S.C 507a5

Other Specify subsection clii U.S.C 507aLj that applies

.ima Sign Below

Amounts are subject to adjustment on 4/01/16 and every years after that for cases begun on or alter the date of adjustment

The person completingthis proof of cialm must

sign and date It

FRBP 9011b

If you file this claim

electronically FRBP

5005a2 authorizes courts

to establish local rules

specifying what signature

Is

person who files

fraudulent ciaim could be

fined up to $500000

Imprisoned for up to

years or both

18 U.S.C 152157 and3571

Check the appropriate box

arm the creditor

am the creditors attorney or authorized agent

lam the trustee or the debtor or their authorized agent Bankruptcy Rule 3004

am guarantor surety endorser or other codebtor Bankruptcy Rule 3005

understand that an authorized signature on this Proof of Claim serves as an acknowledgment that when calculating the

amount of the claim he creditor gave the debtor credit for any payments received toward the debt

have examined the information In this Proof of Claim and have reasonabie belief that the information is true

and correct

declare under penalty of perjury that the foregoing is true and correct

Executed on date 04/14/2016MM DO WY

JUtU itPrint the name of the person who is compteting and signing hls claim

Name

TIta

company

Address

conlact phone 415-694-7567 Emat waibertltäjassportoapital.com

Official Form 410 Proof of Ia im page

EXHIBIT PAGE 26

Main Document 96 Page 28 of 127

NoAmount entitled to priority

William Guy Alberti

First name Middle name Last name

General Counsel and Chief Compliance Officer

Passport Capital LLC sole member of Passport Management LLC

identify thecorporate

servicer as the company if the authorized agent isa servicer

One Market Street Steuart Tower Suite 2200

Number Street

San Francisco CA 94105

cay State zi code

REC_427


G1UkL2TM cflioi5n HRISI FZLL5/JL /1C51PaetofMain Document 96 Page 29 of 127

Philip Warden Cal Bar No 54752Thomas Loran III Cal Bar No 95255Laura Hurtado Cal Bar No 267044PILLSBURY WINTHROP SHAW PITTMAN LLPFour Embarcadero Center 22nd Floor

San Francisco CA 94111-5998

Phone 415 983-1000

Fax 415 983-1200

Counsel for Passport Management LLC


CENTRAL DISTRICT OF CALIFORNIA

lure10 CaseNo 815-12496-TA

JANA OLSONf/Wa Jana Doris Weekes Chapter

12

Debtor Hon Theodor Albert

13

14ATTACHMENT TO PROOF OF CLAIM

15 OF PASSPORT MANAGEMENT LLC

16

17 Passport Management LLC Claimant hereby submits this attachment to

18 its proof of claim against debtor Jana Olson f/k/a Jana Doris Weekes CDebtor and

19 represents as follows

20 BACKGROUND

21 Claimant is the plaintiff in that certain legal action the Civil Case styled

22 Passport Management LLC vs Erlend Olson an individual Jana Olson an individual

23 Horse Power Investments LLC a/Ic/a Horse Power LLC Vistas Infinitas LLC Sugurbere

24 Enterprises LLC Charmoya Enterprises LLC et at Case No 30-2010-00346521

25 commenced in the Superior Court of the State of California in and for Orange County the

26 Superior Court on Febniary 22 2010 In the Civil Case Claimant seeks among other

27 things recovery from Debtor under Californias Uniform Fraudulent Transfer Act Calif

28 Civ Code 3439 etseq

EXHIBIT 24J%9g3

REC_428


GàJSEJ423WTPA a1im5n flIS DflWJ16 iIO51flaqSofMain Document 96 Page 30 of 127

Three judgments have been entered in the Civil Case aU of which are final

and non-appealable

judgment entered on May 11 2012 in favor of Claimant and against

Erlend Olson in the principal amount of $6063980.79 plus allowable

costs and fees the May 2012 Judgment

separate judgment entered on June 12 2014 in favor of Claimant

jointly and severally enjoining Horse Power Investments LLC a/Ida

Horse Power LLC Horse Power and Vistas Infinitas LLC Vistas

Tnfrnitas as transferees of $20940000 in fraudulently transferred

10 finds to satisfy the May 2012 Judgment plus Claimants recoverable

11 costs the June2014 Judgment and

12 separate judgment entered on October 23 2014 in favor of Claimant

13 enjoining Debtor as the alter ego of Horse Power and Vistas Infmitas

14 and thus the transferee of $20940000.00 in fraudulently transferred

15 funds to satisfy the May 2012 Judgment in full in the then-current

16 amount of $10396863.15 plus post-judgment interest and costs the

17 October 2014 Judgment.3

18 Debtor has failed and refused to pay the October 2014 Judgment in whole or

19 inpart

20 Two discovery monetary sanctions awards have been made in the Civil Case

21 in favor of Claimant and against Debtor both of which are final and non-appealable

22

23

24

25 __________________________

26 copy of the May 2012 Judgment is attached hereto as Exhibit

27 copy of the Notice of Mine Pro Tune Amendment of Default Judgmen4 filed on October 16

2014 which includes copy of the June 2014 Judgment is attached hereto as Exhibit

28 copy of the October 2014 Judgment is attached hereto as Exhibit

-2- EXHIBIT 24%q0q

REC_429


G1fSLIkktflTM dflaimSl-1 FIiSI DflWITh Ith1aO51WaqofMain Document 96 Page 31 of 127

By ruling dated July 17 2014 Claimant was awarded monetary

sanctions against Debtor in the amount of $237o.O0 and

By ruling dated September 19 2014 Claimant was awarded monetary

sanctions against Debtor in the amount of $5000.00

Debtor has failed and reftsed to pay the foregoing discovery monetary

sanctions awards in whole or in part.6

Three discovery monetary sanctions awards have been made in the Civil

Case in favor of Claimant and against inter alia Horse Power and Vistas Inuinitas all of

which are fmal and non-appealable

10 By ruling dated July 26 2013 Claimant was awarded monetary

11 sanctions against inter alia Horse Power and Vistas Infmnitas in the

12 amount of $5O0.O0

13 By ruling dated August 2013 Claimant was awarded monetary

14 sanctions against inter alia Horse Power and Vistas Infmitas in the

15 amount of $1240.00 and

16 By ruling dated June 12 2014 Claimant was awarded monetary

17 sanctions against inter alia Horse Power and Vistas Infmitas in the

18 amount of $1O000.oo

19

20 ________________________

21 copy of the July 17 2014 Minute Order entered in the Civil Case is attached hereto as

Exhibit

22copy of the September 19 2014 Minute Order entered in the Civil Case is attached hereto as

23Exhibit

Debtor paid four other discovery monetary sanctions totaling $17460 in 2013-2014 which are24 not included in the Claim total set forth herein

25 copy of the Notice of Ruling related to the July 26 2013 discovery monetary sanctions award

made in the Civil Case is attached hereto as Exhibit

26copy of the Notice of Ruling related to the August 22013 discovery monetary sanctions award

27made in the Civil Case is attached hereto as Exhibit

copy of the Notice of Ruling related to the June 122014 discovery monetary sanctions award

28 made in the Civil Case is attached hereto as Exhibit

EXHIBIT

REC_430


cEATh5Jk12Z$PA clkmsfl IPIIS Dfl1 IDtswd S/Th4iith1aiiU5 19aqofMain Document 96 Page 32 of 127

As the alter ego of Horse Power and Vistas Infinitas in accordance with the

October 23 2014 judgment attached as Exhibit Debtor is liable to Claimant for

payment of the foregoing discovery monetary sanctions awards against Horse Power and

Vistas Infinitas but Debtor has failed and reftised to pay the foregoing discovery monetary

sanctions awards in whole or in part

On or about November 10 2014 Claimant filed with the California

Secretary of State Notice of Judgment Lien in connection with the October 2014

Judgment with respect to all property against which judgment lien on personal property

may attach under section 697.53 of the California Code of Civil Procedure

10 Collateral.0 The Notice of Judgment Lien also was filed in the Superior Court on

11 December 2Ol4 On December 2014 the Clerk of the Superior Court issued an

12 Abstract ofJudgment which Claimant duly recorded in Los Angeles County Santa Barbara

13 County Riverside County San Diego County and Orange County all on or about

14 December 92014.12

15 10 On May 14 2015 the Petition Date Debtor commenced the above-

16 captioned case by filing voluntary petition for relief under chapter of title 11 of the

17 United States Code the Bankruptcy Code in the Bankruptcy Court for the Central

18 District of California the Bankruptcy Court

19 11 The Bankruptcy Court set April 19 2016 as the deadline for filing proofs of

20 claim in this chapter case the Bar Date See Dkt No 206

21

22

23

24 _______________________

25 copy of the UCC Filing Acknowledgment from the California Secretary of State regarding the

Notice ofJudgnent Lien is attached hereto as Exhibit

26copy of the Notice of Judgment Lien as filed with the Clerk of the Superior Court is attached

27hereto as Exhibit 10

12

Copies of the Abstract ofJudgment as filed in the respective Recorders offices are attached

28 hereto collectively as Exhibit 11

EXHIBIT 24g.%ç4q

REC_431


G1ikk12ZTM dllsioi5n URIS F2/L1I5tle


12 As of the Petition Date Debtor owed Claimant $11590628.98 pursuant to

the October 2014 Judgment.13 This sum consists ofA the $10396863.15 due under the

October 2014 Judgment pjj $482571.92 in prepetition interest on $8676785.71

thereof at the statutory annual rate of 10 per cent and ii $692083.91 in prepetition

attorneys fees and expenses allowable under the October 2014 Judgment through the last

calculation for purposes of the Civil Case dated January 26 2015 and prepetition interest

thereon at the statutory annual rate of 10 per cent and total of $19110.00 in sanctions

awards as noted above

CLAIM

10 13 By its proof of claim and this attachment thereto Claimant asserts all claims

11 against the Debtor under the May 2012 Judgment the June 2014 Judgment the October

12 2014 Judgment and the sanctions awards noted above ii the Bankruptcy Code and iii

13 all other applicable law including but not limited to claim in the amount of not less than

14 $11590628.98 due as of the Petition Date jj any allowable post-petition interest at 10%

15 per annum fees and costs thereon collectively the Claim The Claim is secured to the

16 extent of the value of any and all Collateral

17 RESERVATION OF REGIITS

18 14 Claimant reserves its right to amend and/or supplement its Claim at any time

19 and in any manner and/or to make additional submissions for any additional claims which

20 may be based on the same or additional documents or grounds of liability The Claim is

21 being filed under the compuision of the Bar Date

22 15 Filing the Claim is not waiver or release of Claimants rights claims or

23 defenses against any person entity or property ii waiver or release of Claimants rights

24 to have any final order entered by or other exercise of the judicial power of the United

25 States performed by an Article III court iii waiver or release of Claimants right to

26 __________________________

27 In Debtors schedules filed on June 18 2015 Debtor listed Claimant in Schedule for notice

purposes only and as having an unsecured non-priority claim that is neither contingent

28 unliquidated nor disputed yet for an unknown amount See Dkt No 34

EXHIBIT

REC_432


ca1f5Ukk1fl3TPA Gkmsfl IRS FZ111571L6


have any and all final orders in any and aJI non-core matters entered only after tie novo

review by United States District Judge iv consent by Claimant to the jurisdiction of

the Bankruptcy Court for any purpose other than with respect to this Claim an election

of remedy vi waiver or release of any rights which Claimant may have to jury trial

vii waiver of the right to move to withdraw the reference with respect to the subject

matter of this Claim any objection thereto or any other proceedings which may be

commenced in this case against or otherwise involving Claimant including without

limitation any adversary proceeding that was or may be commenced by any party in this

case viii waiver of Claimants rights to make additional requests for payment of an

10 administrative expense under the Bankruptcy Code or ix waiver of Claimants right to

11 seek or continue seeking denial of discharge with respect to the Claim or the Debtor

12 NOTICES

13 16 All objections notices requests or any other filings or submissions with

14 respect to the Claim should be sent to the following

15 Philip Warden EsqThomas Loran Ill Esq

16 PILLSBURY WINTHROP SHAW PIflMAN LLP

17Four Embarcadero Center 22nd Floor

San Francisco CA 94111-5998

18 Phone 415 983-1000

Fax 415 983-1200

19 [email protected]

thonrns.1orancpi1lsbury1aw.com

20

21

22

23

24

25

26

27

28

-6-EXHIBIT

REC_433


Ca aiis-i tylk-raTA clainfl7l UJQ4I1Main Documeriiijf 9age 35 of 127

Exhibit

EXHIS1T2 PAGE 33

REC_434


ll5-thIk-fl4axSTA asis71 mstuQ4t1 metMthflht6 r1ëii51Pa.tdMain Documentf 9Page 36 of 127

PILLSBURY WINTHROP SHAW PIUMAN LLP

THOMAS LORAN III 95255SUPERIOR

ANDREW LANPHBRE 191479JEFFREY JACOBI 252884 CENrnALJU$TIOE CENTER

50 Fremont Street Fifth Floor WVSan Francisco CA 94105 112012

Telephone 415 983-1000 ALANCRLSONFacsimile 415 983-1200

PILLSBURY WINTHROP SHAW PITFMAN LLP G.HERNAND0Lt

GEVIIC BAUNDASSARIAN 223476725 South Figueroa Street Suite 2800

Los Angeles CA 90017

Telephone 213 488-7100

Facsimile 213 629-1033

Attorneys for Plaintiff Passport

Marwgemcnl LLC10

11 SUPERIOR COURT OF THE STATE OF CALIFORNIA

12 COUNTY OF ORANGE

13 UNLIMITED JURISDICTION

14

PASSPORT MANAGEMENT LLC No 30-2010-00346521

15

Plaintiff ASSIGNED FOR ALL PURPOSES TO16 JUDGE JAMOA MOBERLY

vs DEPARTh4ENT 012

.17

ERLEND OLSON an individual JANA18 OLSON an individual HORSE POWER JUDGMENT

INVESTMENTS LLIC a/Icia HORSEPOWER LLC VISTAS NFNITAS LLCSUGURBERE ENTERPRISES LLC

20 CHARMOVA ENTERPRISES LLC and

DOES through 100 inclusive

21

Defendants

22 ________23 Pursuant to this Courts Order dated June 13 2011 trial of the Sixth Cause of

24 Action alleging transfers of property in violation of the Uniform Fraudulent Transfer Act

25 Civ Code 3439 seq was severed from the trial of the other issues in this case and the

26 non-severed counts to wit the First Second Fourth Fifth and Seventh Causes of Action

27 that are aJleged in the operative Verified Fourth Amended and Supplemental Complaint

28 solely against defendant Erlend Olson cEixue on regularly for trial on February 21 2012 in

703677668y

JUDGMENT

EXHIBIT PAGE 34

REC_435


Ca i15-lhIk-Jl2flTA clath 71 RH ethQ41t d1 1Th6 rtxG15 1a12Main Documellf gsDage 37 of 127

Department C12 of the above-entitled Court the Honorable Jamoa Moberly presiding

and sitting without jut7 jury having been duly waived Plaintiff Passport Management

LJJC appeared at the trial by its attorneys Thomas Loran 111 and Jeffiey Jacobi Olson

appeared in prop/a persona Evidence both oral and documentary having been presented

by both parties during the trial conducted on February 21-23 February 27-29 March and

March 6-7 2012 the cause haying been argued and submitted for decision and the Court

having issued its Nodce of Tentative Decision on April 2012 which thereafter became

the Courts Statement of Decision and having further determined in accordance with

sections 578 and 579 of the Code of Civil Procedure that several judgment against Olson

10 is proper and that this action may thereafter proceed as to the other defendants on the

11 severed Sixth Cause of Action it is hereby ORDERED ADJUDGED and DECREED in

12 accordance with said Statement of Decision as follows

13 Plaintiff Passport Management LLC shall have and recover from defendant

14 Erlend Olson the sum of _______________whieh amount includes pre-judgment

15 interest through the date of entry of this Judgment

16 Plaintiff Passport Management LLC shall recover from defendant Erlend

17 Olson its coals of suit including reasonable attorneys fees pursuant to Code of Civil

18 Procedure section 1033.5alOA in the amount of$_________ in accordance with

19 Rule 3.1700b4 of the CaliforniaRules of Court and

20 th accordance with Code of Civil Procedure section 685040 attorneys fees

21 in enforcing and pollecting this Judgment are included as costs collectible under Title of

22 Part of the Code of Civil Procedure commencing with section 680.010 ci

23

24

25 Dated Mayj 2012 ___________ _________________

JutheSujjjrCourt

-2 703677668y1

JUDGMENT

EXHIBIT PAGE 35

REC_436


Case ItIISJk-naTA aU-i$ 471 RHtJiQ411 Nf 19a4Main Documeniljf 9Page 38 of 127

exhibit

EXHBrr2 PAGE 36

REC_437


aIIS-III-I2aTA tYathS 3171 flfl Q41tffi EThaKEtII âthJOFILED

Main Documervbf geDage 39 of 127 Supedor Court of California

County of Orange

lOtlW2Ol4at 122400 PM

Clerk of the Superior Court

PILLSBURY WINTHROP SHAW PITTMAN LLP By Diana Nurmart.Deputy Clrk

THOMAS LORAN III 95255JEFFREY JACOBI 252884LAURA HURTADO 267044Four Embarcadero Center 22nd Floor


Telephone 415983-1000Facsimile 415 983-1200

Attorneys for Plaintiff and Judgment

Creditor Passport Management LLC

SUPERIOR COURT OF THE STATE OF CALIFORNIA

10 COUNTY OF ORANGE


12

PASSPORT MANAGEMENT LLC No 30-2010-00346521

13

Plaintiff ASSIGNED FOR ALL PURPOSES TO14 JUDGEPETER WILSON

vs DEPARTMENT C1215

ERLEND OLSON an individual JANA NOTICE OF NUNC PRO TUNC16 QLSON an individual HORSE POWER AMENDMENT OF DEFAULT

INVESTMENTS LLC a/k/a HORSE JUDGMENT17 POWER LLC VISTAS INFINITAS LLC

SUGURBERB ENTERPRISES LLC18 CTAflMOXA ENTERPRISES LLC and


19

Defendants

20____________________________________

21

22 To defendant Jana Olson in propria persona

23PLEASE TAKE NOTICE that on October 2014 the Court on its own motion

24 amended nunc pro tune the several Default Judgment entered on June 12 2014 against

25defendants Horse Power Investments LLC a/k/a Horse Power LLC and Vistas Infinitas

26 LLC and in favor of Plaintiff and Judgment Creditor PASSPORT MANAGEMENT LLC

27 Plaintiff in the above-entitled action pursuant to sections 578 and 579 of the Code of

28Civil Procedure and dismissing without prejudice Plaintiffs action against defendants

705532231v1

NOTICE OF NUNC PRO TUNC AMENDMENT OF PEFAR1HiPP1E2TPAG 37

REC_438


Case i15-Wk-J24-TA c1ainS 471 flU thQ411 EAaeM WThI5L6 rtöi5 1Pa45Main Documentif 9Page 40 of 127

Sugurbere Enterprises LLC and Charrnoya Enterprises LLC true and correct copy of

the Minute Order dated October 2014 that attaches said Default Judgment reflecting such

nunc pro tunc amendment is attached hereto as Exhibit

Dated October 102014

PILLSBURY WINTHROP SHAW PITTMAN LLPTHOMAS LORAN ill

JEFFREY JACOBILAURA IUJRTADO

By7ttosccts

Thomas Loran III

10

Attorneys for Plaintiff and Judgment11 Creditor Passport Management LLC

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28705532231v1

NOTICE OF NI/NC PRO TI/NC AMENDMENT OP DEFAULT JUDGMENT

EXHIBIT PAGE 38

REC_439


ll5-lljk-11241-TA aathsLvl fl RIThhLO rt5i5 19a6Main Documenthf 9Page 41 of 127

EXHIBIT

EXHIBIT PAGE 39

REC_440


tllS-thk-flflTA aaais 71 Riltfl241I Bat4lRi ThhLG rtth15Main DoCumerthf 9Page 42 of 127

SUPERIOR COURT OF CALIFORNIACOUNT OF ORANGE

CEMTRAL JUSTICE CENTER

MINUTE ORDER

DATE 10107/2014 TIME 113000 AM DEPt 012

JUDICIAL OFFICER PRESIDiNG Peter Wilson

CLERK Martha Dlaz

REPOITER/ERM NoneBAILIFF1COURTA11tNDANT None

CASE NO 3O4010sOO346621CtJBCkCJC CASE INIT.DATE 02/2212010

CASETITLE Passport Management LLCvs Olson

CASE CATEGORY CMI Unlimited CASE TYPE Breath of Contract/Warranty

EVENT ID/DOCUMENT 72038868

EVENT TYPE Chambers Work

APPEARANCES

There are no appearances by any party

On the Oourts own motion the Default Judgment entered by th Court on June 12 2014 copy cfwhich is attathed hereto Is amended to delete on line 22 on page the words the Clerk of the OrangeCounty Superior and on line 23 on page the words Court for colleotiori and pursuant to its

judgment lien herein The Default Judgment attached is so amended

The clerk Is Ordered to jlve notice to plaintiff Which Is Ordered to give notice to all other parties

DATE 1010712014 MINUTE ORER PageDEPT 012

Calendar No

EXHIBIT PAGE 40

REC_441


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JUM 12 2G1

1AaLow

PXEL$BTJE WTh1TIOP EIAWTWWtYmowsvwRAfl 95Z55

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EXHIBIT PAGE 41

REC_442


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Main Documertf 9Page 44of 127

nflege IA tlwoperuttn Vexf1ed PouxtUmended eM Suppltnaental CümplSnt aki1y

ageS detdat ZrIS 0130ix die 7qdgniextt ebor reukd in the tntry of eycra1

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tlw Iudgent tebto

VLeMItGr the ntw aito pooeegs relate4 to the Sttth Ceuse of Mttoa was

dianolved and irotdal dlqovary eiuined fix pepttn Ibr the phase WO tdal taM

oawe of aotJ Duta the aoure of euch phase i.wi dlsoove pzo dina bebi the

ILO Defendants ongaed In pemtstotit pejuith4 ebuae of the cGveIprooeB ud

es aesu1t the detulte of eagix oftlrntLC Debnda txvere eneeted bath on ot abotii

20 eSuaty1Z2014

17 aooHanoe with the afireGaLd entry of thedefttts ofoath of the XLO

ObSrim thin Oou4 in tii exrq1sa fln 4IUQMOA under eubpavajiraph off CoO of

13 Qivll Prooodare Son 5S5 ordereaihat PIthtUma.y use sdav1 In llt oferuotte1

14 teuSny auto all of the evldea.oe orpof rerau1ze lube ofred1 rocetved orhear4 in

00 nthIIs epplic oSrst de dgiucnt sdPlttIthubu2ittedeuoh

16 a34vlIs our aboutMarob 112014 toaether with1 and EWflott oZ tts aplioatka br

17 0AtV ofd udmant aa1nfl aaoh of the LLC flftE4S heroatx Ifled and

18 setS certz uddlttS bSn es dfrooted by the Coua

10 The Court 1nwlç oonsldem4 mild deftuttjudgtiont appfleattot end the evhtnce

20 preaentd blnthk nvippor tftere4 being OthOS4JO 1Iy adVlM4 And havhz LWtttI

21 oodoeuee therefo itia berobyQ2 flIZTh aaflfl au bllowa

P1a4At1fPasnpoa Msxtagentant LW llabtTh vMU have Jud$nxont

2a nteS in it Ivol wtd agt4mg defndaaBbraa Power tuveutlnex% I4C a/k/a Xoe

24 Power YLC .Eorue ow Wtu toThtas LLCi VbtBs Znflnitaa on Stth

2$ Qauue otAoIou alleged IA the operttlva Verliled lkusth Aniended awl flupIemenW

26 Cmalttt hld on Thxuazy 20 ZO12 violaticu oftho Yu rnzBrauduleui Thanfer Set

27 ihe kVTM

28

76fl668vt

EXHIBiT PAGE 42

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i15-bik-flflTA tiathS 471 eHi241t 8tUmN1 diRt Th6 it5i15 1aOMain Documertf 9Page 45 of 127

tn the erS of the CourVa dboredoa DflrIflmut to CQde of GM Vmoduro

sat1om 51$ and SW the Yourtherthy ailowa oat of epatte Bevora judgment ggthst

ZomePowssidVtasXitat

Itt qooordtoecytthQLyjj Code eottoa 313907 1aint1a entIt1e to

dO1O1j jdgnzent under thXJZTA aganat dMantsEtorge ródYMa Mtaa

wUbibws

at tiw ftow1pgMd ats totaling $1S9000Q were m4e by the

udgmnt fleltoi Eore Power Sfor Viatau nhitaa us peoMed bow wlUa

thn intent to binder delay or Saud h1 oreditora vIolatlon of CtIt Code

to 42904a.Xl an4tbzt suoli tavaitix thereLte avoidable by P1iinthpuwxu

11 topat%va9b ofs bdIviatot 0f CIi Code 2480.01

12 48Q1000tansibitorn 1\zdguenXDebtorto V1taa ThiWtaa lXuno 2007

13 11 $1OOOO wthr from entbebthAjtbsnk Moun vitth In

14 OIon to ore Power 1nJui 2007

15 III $ffOS00QtranS from

lwamdflobtepiohitbezk Acoiuxwit1thiua

16 GIno o3orcPoworlaJu1y2OO1

17 lv $3OO1OOnefrom%mentDebtorejoJntbavMuoimtw1thiuia

It Olao so 1bter rhtAxtguat o12001 aepavatetaS

19 $10000 tvauaibr om ndgwnt Debtor to Rome Thwer lit September2001

20 vi

21 CXsotzto Rama Power In eptewber 2007

vii 239400 tairrn3WgmtbebtortoxrsePower14gyeaaS

23 2007

24 vilE $toi000 from tt4mont Vebtor to RorsePrwer InDeaembefloofl

25

26 fz $85000 tranr from udgmnnt Xebtorlo Ite lower lit Thnualy 2008 Md

21

EXHIBIT PAGE 43

REC_444


ll5fl-124-TA aUi$V1 RB thth1241t iai2lThbtO 119iü5 1adMain Documertf 9Page 46 of 127

flo folbwbg ibnil ttora totaling $19O5QDQ weti inadb by

judnHeborBS4 Ol8oato Roruo Power SOrV Thfltff peo1fled

below b7 and 1brou1i alter egos TheX oueOvorseasLbi1ted Trne

and NCZQ LV wltht htcntto bfrt dMa or defr4td bLs itoi In

.3 violiArn of Clvii CQdD 2439.u4i andtt eanb aooh transfer Lu totbre

avoldthle by lan pnrauant to paagrafl1 of aubdivblon of 0141 Ckde

$300OOO ttaaer tomEZMBQ LPI ThimoPowar hi

IL $2000OQfrontftotnoEouuetoSserowernOorof2006

10 flu $400C00 transfer om Tree flbuseto orse Power InThvetber of 2004

11 lv $200 ThftomTceEous to Rorse PowSNbsh ofZOO7 and

12 $l5QO00Qtrausfer ftomTreeXnaotaVstnitnaflnnu07

13 tn aeôoxdance with OWU Codese.3439.07 la ntli1 Stied to ftrthgr

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15 naibllowa

ttoftbmePowndVatgsThfithtaa antaU pesouncIngin

17 onoea with any .o21wx re resfralS and etjoLned to pay afl ofthe ttoriaald

18 frandulSy tsiwstitod finde up to and LrnWdluatbe estTie amouS of the

19 naatkfled and outtwidng judgment entered herein hi Awor taMtliaxid agalxwt

20 JudnwAt debtor Briend Q1oi tohid alt poat4adtiaent bterstn4 coste btie

21 total suns as ifline 12 2014 a2$9ZS$54Z.4 wblob sum eexs ntetegat the rate

22 oflQ% per yar Eon June 2014 toSiâ.e44ttaneewyj$pQt

laIp 41

24 ThsnsaaldjudgmentunnJudttdefrtarEz1endOlon

2$ rttaInn unsatinflu4 P1nlntLixiuy riat1td said Jud3lnws% In whole arm part baee4

26 on 45et1UA OJtQr ftGIOA any tiW asset4 t1 any ofltorae Power undtor

27 thtarGanbjeottolevynnd

28

______44

EXHIBIT PAGE 44

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aisa-n4-TA tlSit71 RUH1I2411 a141th3ht6 t1äQ5

Main Documenbf 9eDage 47 of 127

PMneff1Mespox tagernxit U.0 sbi rtvi Jointiy and GvG8l1y ftot

Io 2owet enVlutnt bft5te its costs in the in

mith 31e$i7QObX4 of the OQiIforjARu1s o1Ctnrt

The Tffied$orth Ametd ud uppIemena Comp1Unt Is d1inIa4

wLtSt prjudioe to dtattts SugItlle Ss U1C e4 Cmyaflterpr1a

xumjL 2014

PTRJ WILSON

12

14

16

ta

19

24

81

24

211

28

EXHIBIT PAGE 45

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115-thk-flaTA clathflhl flWdiL24tt ETh1 WThbtO rthifls 19a28Main Documejitf 9Page 48 of 127

FILEDUPS%QOP ORI4L

oNTRAt JU8toENTER

uel u/ 201k

ALAN CABLSON Exeoutivo OmcQr and CiSc ofthe Superior crnut in and for the County of

Orang State of CaWbrnla brQby certlij thatXsxttotaparty to the withhi aotton orproee6lng that on

10-1-14A served the MIIWTB MWXR dated 10-7.14 on aaob oftho parties Iterein named by thposltbz

true copy tjiereof anclood Ma sealed enveLope with vostao thopn iUy prepnld In lb Unftod Stato

Service mall box at Santa Aia Ca1ornM addresect as bflows

Pif1SBURY W1TWOP 3MW flTW4 LWTHOMAS LOKANWPOUR BMNARCADRO CENThR 22 itt

SM FRANCISCO CA 94111

AMNCMLSQIqxeontlve Officer and Ceâ of the Spedor Cacti

Inandforthuco of Oinge

MD1AZPeputy Cer1

CERTIyICATE trn SRVXC BY MATh

SVflUOR COURT OF CALBYORNIA

COUNTY OMNGZ CENTRAL TUSTICE CNTER

PASSPORT CASB NtThBEt 30-201040346521

OLSON

Vs

PJalntia

CBRTIFICA OF SERVICE BY MAVOPMThUTEIWEIDAThP 10-1-14

Defendants

DATED t07-J4

EXHIBIT PAGE 46

REC_447


a15-thk-nnTA t1ath$fl mJis4Main Documenf 9Page 49 of 127

Exhibit

EXHIBIT PAGE 47

REC_448


PILLSBURY WINTHROP SHAW PITEMAN LLPTHOMAS LORAN UI 9525513PFRSYS.JACOBI 252884LAURA HURTADO 267044Pou Ernbarodoro Center 22nd Floor

San Eranelsoo 94t Ii

Telephone 415 9834000

Faoslmlie 415 9834200

Attorneys fo Plaintiff and Judgment

-exe4itoi-Passport-Mantipnientj-L-L-e

aENTRAL UTSO ONTER

OCT 2a

15

ERLEND OLSON Individual JANA16 OLSON an Individual HORSE FOWI3R

INVESTMENTS LW qjk/p HORSE17 PowER LLC VISTAS INFINITAS LLC

SUGU1BBRE ENTERPRISES LLC18 HARMOYA BNTERPWSBS LW and

DOES through 100 Inohisivo

Defendants

20 _________

No 30-201000346521

ASSIGNED FOR ALL PURPOSES TOJUDGE PETER WILSON

DBPARThIENTC12

21 The ahoveenttlecl aotion haviia caine on regularly for trial on October and

22 2014 bofore the uadSgnod Judge of the Superior Court sitting without jury Plaintiff

23 and Yudinent Creditor PASPOgT AQBNT LLQ Plaintiff having appeared

24 by and through their oouneI Thomas V1 Lenin III and Laur Hurtado of the law lirm of

25 Pillsbury Winthrop 8Mw PMman LLP defendant Jana Olson Defondanv having

appovec1 inproprlaprvonq the cause having been rgue4 and 8ubmiteed for deolslon and

27 the Court having Mly considered the evidence points and authozitles and ntgwnents

28 hereby rules asfollowat

aUDGMTD4T AOMNST DBFBNDANT lANA OLSON

8i5-Ihik-I2STA OaUnhl F1lldfl4tE1Th t1thflht6rt5 19a5Main DocumerCf 9Page 50 of 127

SUPERIOR COURT OF TilE STATE OF CALIFORNIA

10 COUNTYOPORANGE

11 DNLIMIThD JURISDICTION

12

13

14


PlaintFff

19

JtJDGMtNT AGAINST

DEfl4NflA OLSON

7O$5

EXHIBIT PAGE 48

REC_449


ll5-lhk-II2flTA OainSfl nil i24I1 BeNlâIl1flht6 rtëiI5 19a46Main Documentbf 9Page 51 of 127

Wi-1B1J3A$ pursuant to this Courts Order dated June 13 2011 trIal of the Sixth

Cause of Action alleged th the opoii4lve Verified Fourth Amended and SuppIement1

Complaint agalupt Defendant and dtdants Horse Power Invostinents 14a0 qlorse

Power LW Horse Power Vistas Ininitas LLC Vistas laUnitas Sugurbere

l3nterprIses LLC and Obarmoya Enterprises LLC oclicotlvely the I24C Defendants for

severed from the trial of the other Issues in this oae and stayed pending the outcome of the

trial of the noiisevored counts

WHERRA$ the bench trial In February and MS of 2012 of the non-severed

10 counts to wit the First Scoond Fourth Filth and $eventb Causes of Action that are

11 allpged in the operative con-iplaint solely agnst defendant Erlend Olson resulted In the

12 of severed judgment in aooordanoe with sectIons 379 and 579 of the Code of Civil

13 Procedure against the J3ileM Olson judgment debtor in the principal amount of

14 $606398079 plus costs and attorneys fees which judgment except for $17460 in

15 monetaq sanotions paid to Pittiff by Defendant and applied to postJudnent interest

16 thereon lemns entirely duo owing and unshtisfied as of the date of the entry of this

17 Judment

18 WI3I3RBA$ fQllowlng entry of judgment herein agaSt the judgment debtor

19 Briend Olson the stay of proceedings related to the Sixth Cause of MUon was dissolved

20 and pretrial discovery resumed In preparation for the trial of said severed Sixth Cause of

21 Aotlou

22 WB.E1WAS during the course of such pretrial discovery LLC Defendants cngaed

23 In porslSnt and prejudicial abuse of the discovery jrooess and as result the Court issued

24 monetary discovery sanctions an1nst the LLC Defendants jointly and severally

25 coLlectively the LLC DóndantV Monetary Sanctions Orders in the following

26 amounts on the following dates all of which monetary sanotlona ienudn clue owing and

27 unpaId as of the date of thö entry of this Judgment

28

70553171 vi

JVDQM3NT At3AIN$T DBPIPWANTAF4A bI$0N

EXHIBIT PAGE 49

REC_450


Ce aiE-dk-fl4-TA clath$71 msthL241I Bd1iThht6r1ër15 19ai7Main Documentf 9Page 52 of 127

$5Q0aaYvly2620l3

$1240 onAugust22013 and

$10000.onJune1220l4

WHEREAS as result of their aforeSd misconduct in 4laeovery proceedligs

herein the deSis of SI ytlie LILC Defendantiyóro ehtered on or Sott Janüaay 17 20t4

uuoppose4 motion to blibreate the of the Sixth Cause of Aetlonto adjudicate first and

before any other Issue the qtiestion of Defendants liability to Plaintiff as the alter ego of the

LIIC Dendants

10 WEEREAS on June 12 2014 several default judgment the LLC Default

11 Judgment In a000rdano9 with sedons 518 and 79 of the Code of Civil Procedur

12 entered jointly and severally against 1-lorse Power and Vistas In6nites and said 12.0

13 Default Judgment was gmended nzmo po tune by the Court on its own motion by order

14 dated October 72014 true and oorroot oonformod copy ofwMoh Default Judgment

15 refleotfng Sd nUflQQ tuna amendment Is atteohed hereto as xhIbit

16 WHERSAS as result of Defendants persistent and prejudicial abuse of the

17 dIscovery process and violation of multiple discovery orders herein the Court on

is September 23 2014 entaod its Order awarding In favor of Plaintiff and against Defendant

19 among other things Issue sanetlons to wit deeming an established in favor of Plaintiff and

20 aainst Defendnt for all purposes in tl4s aotion that Defendant is and has been at all

21 relevant times the alter ego each of Horse Power and Vistas Infinltas as well as evidence

22 notions to wit pro1ilhltin Defendant from Introducing evidence at trial In support of the

23 Fourth Affirmative Dcfense P12th Mirmative Defene ThbtysTh1rd Affirmative

24 Defense end Th1rty1fth Affirmative Defense alleged in her Verified Mswer to the

25 VerIfied Third Amended and Supplemental Coinplaint which Verified Answer was filed

26 herein on or about January 11 2011 and

28

Q5I7IIyI

flJboMBNTAQAtNWI1Bt1ANTIANA OL5Qt1

EXHIBIt PAGE 50

REC_451


n5-IbIk-flflTA OathS 71 flflthQ4tt B1 1ThhL6 t1nu15

Main Documenthf 9aDage 53 of 127

WX-IER.EA$ the Courts doteSnatlon following the first phase of the tijal of the

Sbth Cause of Acion obviates the need to prooeed With sub8equent aeooiid phase trial

Tb based on the forego1ng It Is hereby OBRjAUD GED and D3CREBD as follows

--t PlulSislrnIVhavejudmanrntretiflstvrattagttDtgjnTtn

th6 Sixth Cause of Action alleged In the Veritiod ioutih Amended and Supplemental

Complaint filed herein on January 20 2012 for violation of the URTA

Dofbndantls and has been at all relevant times the alter ego of eaoh of

10 1-lorse Power and Vistas Infn1tas

11 ALL of the $20940000 In nauduleuttansfers ftoniJudgment debtor Erlend

12 Olson to Horse ower and Vistas tufinitas that are referenced in pavagpi.ph of the attached

13 LLC Default Judgment are inoopeMed by refevenoe hereIn and are deemed to have been

14 mad.a by Judpient debtor Eriond Olson to Defendant0 as the alter ego of each of 1-lorse

15 Power and Vistas Itithiltas

16 As the alter ego of Horse Power and Vistas lnfinitas Defendant herself Is

17 personally liable to Piainfl and Is hereby directed and oàined to Ufy diseharge pay

is and/or perform till of the respective duties and obligations owed by flji Power and Vistas

19 to Plaintlf4 in accordance with the attached LW De1%ult Judgment

20 Without in any way limiting Defendants lithlltty to Plaintiff hereunder ts

21 described In parngraph above Plaintiff in accordance with paragrdpb of the attached

22 LLO Default Judgment and pursuant to Civil Code section 343907 is entitled to Itgunotlve

23 and declaratory relief against Defendant as follows

24 Defendant and any and all persons acting in concert with her is

25 hereby restSnod end ei olneci to pay to Plaintiff all of the vfoxeSd fraudulently

26 transferred ftmds up to and including th entire amount of the unsatisfied and

27 outstanding judgment entered herein on May 11 2012 in favor ol Plahfl and

..4w O$$3WIlvI___

EXHIBIT PAGE 51

REC_452


Ca ai15-Iok-fl4-TA alaai$71 R41t sce1 thThñL6I1I 19Da2Main Documerthf 9Gage 54 of 127

agalust jvdgrnent debtor Erlend Olson inoitiding all aecruod post-judgment Interest

and all post..judgrnent coats claimed by Plaluttif to date whloh outstanding amoLmts

total as pf the date of the entry of this Judrnentfind the

prIncipal amowit of which $8676785.71 shall continue to accrue interest at the

rate oil 0% per year after the data hereoe

____________

reaits unsatisfied Plalatiff may satisfy said judgment In whole or In part baRed

on .oxecution on or collection of any of the non-exempt assets of Defendant

th aecordanee with Civil Code sectIon 343907 and insofar vs said judont

10 against judgment debtor Erlend Olson has not been Miy satisfied within thIrty 30 das

11 aLter the date of ethy of this Judgment Phdiitlff is entitled to firther equitable relief in the

12 form of an accounting and In that event Defendant within forty4ive 45 days after the

13 date of entry of this Judgment shall render written accounting to Plaintiff the truth and

14 accuracy of which shall he verified by Defendant under penalty of peiury In accord with

15 Code Clv Proc 446 concerning the disposition of all the proceeds of each of the

16 transfers referenced lb paragraph of the attached LLC Default Judgment Including

17 without lithitatlon the iclendflcatlon of the name of the bank or other depository lnsUtutoz

18 Including branch name Its mailing address and all appliouble accounts numbers fbr all

19 deposIt ucoourts as that term is defined in Code Civ Proc 481010 that contain any

20 portion of such prceeeda

21 As the aLter ego ofboth 1-lorso Power and Vistas InfinUas Defondai4 herself

22 is personally liable to Pla1ntIfE and Plaintiff shall have and recover from Defendant jointly

23 and severally with Horse Power and Vistas Intinitas the amount of all monetary sanctions

24 awarded In favor oirlalntiff in each ofthe LLC Defendants Monetary Sanctions Orders

25 pius all accrued interest thereon

26 NotwithstandIng any Local Rule or practice of the Clerk of this Court to the

27 contrary the Iudgo assigned to Department C12 of this Court shall hear and resolve any and

28

ThISENT AGAINST PELFZNDANTANA OLSON

EXHIBIT PAGE 52

REC_453


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d1 noiloed 1t1OUQL$ fl4ld prt ppiontiou that rohgtd enforoemsiti of any of th

provithonh9 of paripbs and of this Judgment and

PitUff shall hwe ond zeoovoi from Defendftnt 1t oot of suit hSn Iji tle

amount of$_________ In aooordnnoe with Rule 3l700h4 of the Cailbala Rules of

Court

JMde of the Superior Cotirt

aERJWIL$ON10

11

12

13

14

15

16

18

19

2.0

21

22

23

24

25

26

27

28

7OS$I1I lvi

JUDGMZNT AGAINST D1I3NDM4T JANA QLSQN

EXHIBIT PAGE 53

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Main Documerthf 9Page 56 of 127

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VP

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EXHIBIT PAGE 59

REC_460


tJ15-ftr-fl4-TA Glath71 RWHfl4tt ETheM aIThnLG t1aft5 19aSMain Documerthf 9Page 62 of 127

Exhibit

EXHIBIT PAGE 60

REC_461


tns-Iftk-1241g6-TA ttlathS 71 RUfl4t1 8th thThhLe rtMl5 1a8Main Documenthf 9Page 63 of 127

SUPERIOR COURT OF CALIFORNIACOUNTY OF ORANGE

CENTRAL JUSTICE CENTER

MINUTE ORDER

DATE 07/11/2014 TIME 020000 PM DEPT C12

JUDICIAL OFFICER PRESIDING Peter Wilson

CLERK Martha DIar

REPORTERJERM KimberlyRex CSR 6638BAILIFF/CC URT ATTENDANT Lorena Mendez

CASE NO 30-2010-00346621-CtJ-SC-CJC CASE INITDATE 0222/2010

CASE TITLE Passport Management7 LLC vs Olson

CASE CATEGORY Civil UnlimIted CASE TYPE Breach of Contract/Warranty

EVENT ID/DOCUMENT ID 71969407

EVENT TYPE MotIon for Discovery

MOVING PARTY Passport Management LLCCAUSAL DOCUMENT/DATE FILED Motion to Compel Production/inspectIon of Documents or Things

06/11/2014

EVENT ID/DOCUMENT ID 71967893

EVENT TYPE Motion to Compel Further Responses to Special iriterrogatorles

MOVING PARTY Passport Management LLCCAUSAL DOCUMENT/DATE FILED Motion to Compel Discovery Special Interrogs and Inspection

Demands 06/09/2014

EVENT IDD00cJMENT ID 11958584

EVENT TYPE Motion to Compel Production

MOVING PARTY Passport Management LLCCAUSAL DOCUMENT/DATE FILED Motion to Compel Discovery Special interrogs and Inspection

Demands 06/09/2014

APPEARANCESThomas Loran from PILLSBURY WINTHROP SHAW PITIMAN LLP present for PlaintIffs

telephonicallyJana Olson Defendant Is present

The Court hears oral argument and confirms and modifes the tentative ruling as follows

Plaintiff Passport Management LLCs unopposed motion to compel further response to supplemental

Interrogatorles Interrogatory Nos 89-104 106-107 110-112 114-118 120-124 128-130 132-1331.6-139 141-146 148-149 and 151-155 of Plaintiffs Fifth Set of Special interrogatories and requestfor production of documents Demand Nos 1-41 of Plaintiffs Seventh inspection Demand is

GRANTED Defendant Jana Olson shall serve responses without objection other than on grounds of

privilege and/or the attorney work product doctrine within ten 10 days Regarding the responses to the

requests for production of documents defendant Jane Olson is specifically referred to Code of Civil

Procedure section 2031.230 whIch provides as follows representation of Inability to comply with the

particular demand for inspection copying testing or sampling shall affirni that diligent search and

6ATE 07/17/2014 MINUTE ORDER PageDEPT C12

Calendar No

EXHIBIT PAGE 61

REC_462


ct aiL5a-nnTA tbthfl7l tflQ411 RTheN1 k1Ifftht6 rläiQS

Main DocumenOf 9Page 64 of 127

CASE TITLE Passport Management LLO vs Olson CASE NO 30-2010-00346521-CU-BC-CJC

reasonable Enquiry has been made nan effort to comply with that demand This statement shall also

specify whether the inability to comply Is because the particular Item or category has never existed has

been destroyed has been lest1 mIsplaced or stolen or has never been or Is no longer in the

possessIon CUStOdY or control of the responding party The statement shah set forth the name and

address of any natural person or organization known or believed by that party to have possession

custody or control of that item or category of itemu

Passport Management LLCs motion to compel production of the original written Pre-Marltal Agreementfor non-destructive Inspection and testing is GRANTED Defendant Jane Olson shall produce the

document within ten 10 days

Plaintiff is conditionally awarded sanctions against defendant Jane Olson in the amount of $2370payable to counsel for Plaintiff within 30 days of this hearing if defendant Olson compiles with this Order

within ten 10 days as ordered above the sanctions will not be payable If defendant does not complywith this Orderwithin ten 10 days as ordered above the sanctions will remain payable within thirty

30 days of this hearing

The Court Is providing copy of this Order to defendant Olson at the hearing on July 17 2014 The clerk

is ordered to provide copy hereof to plaintiff

DATE 07/17/2014 MINUTE OiWER PageDEPT C12

Calendar No

EXHIBIT PAGE 62

REC_463


i5-lfrk-fl4-TA c1ae-rsrL RllSbiQ411Th 6aL41 2iJ3I5t6 rtThes 19Da4oMain Documenthf 9Page 65 of 127

SUPERIOR COURT CF CALIFORNIA COUNTY OF ORANGE

Central Justice Center7Q0 Clvio Center Drive

Santa Ane CA 92702

SHORT TITLE Passport Management1 LLC vs Olson

CLERKS CERTIFICATE OF SERVICE BY MAIL ao2o1O.CJC

certify that sin not party to this cause certify that true copy of the Minute Order was mailed following

standard court practices in sealed envelope with postage fully prepaid as indicated below

The mailing and this certification occurred at Santa Ana OaiiMnia on 07/18/2014

Clerk of the Court byDeputy

PILLSBURY WINTHROP SHAW PITTMAN LLPEMBARCADERO CENTER22 FLOOR

SAN FRANCISCO CA 94111

CLERKTS CRTIPICATE OF SERVICE SY MAIL

Pago1

vs 1013a Juno 2004codoroJvjI Proco 13a

EXHIBIT PAt

REC_464


Case ll5-Ihik-31246-TA clath$V1 F2Q411 BThaQdI àWThhLO r1ër15 1a44Main Documertf 9Page 66 of 127

Exhibit

EXHIBIT PAGE 64

REC_465


ais-dk-flflTA tlabi$L71 RH tJJQ411 EP1I1 1ThhL6 t115 19Da4Main Documenthf 9Page 67 of 127

SUPERIOR COURT OF CALIFORNIACOUNTY OF ORANGE

CENTRAL JUSTICE CENTER

MINUTE ORDER

DATE 09/19/2014 TIME 110800AM DEPT 012

JUQICIAL OFFICER PRESIDING Peter Wilson

CLERK Martha DIaz

REPORTER/ERM NoneBAILIFF/COURT ATTENDANT None

CASE No 302O1O0O346521i.CUBCCJC CASE INIT.DATE 02/22/2010

CASE TITLE Passport Management LLC vs Olson

CASE CATEGORY Civil Unlimited CASE TYPE Breach of ContraotlWarranty

EVENT ID/DOCUMENT 1072030224

EVENT TYPE Under SubmissIon Ruling

APPEARANCES

There are no appearances by any party

This matter came on for hearing on September o14 with plaintiff appearing threugh attorneyThomas Loran and defendant .Jaria Olson appearing In person via Court Call

Having read and considered plaintiffs moving papers having heard the arguments of Thomas Loran on

behalf of the plaintiff and of .iana Olson and having taken the matter under submission the Court nowrules as follows

Defendant Jana Olson conceded during oral argumerft that she has emails which have not at any time

been reviewed or otherwise made available for inspection in response to plaintiffs various discovery

requests Defendant Olson could only proffer that she had not had the time to do so and she requestedadditional time In which to do so in ilght of the discovery history of this case not repeated here and the

Impending October .2014 trial date the Court denied the request for additional time to locate and

produce relevant smells and now Orders as follows The Orders herein are based on defendant Olsonsnoncompliance with the plaintiffs inspection demand set number four which was the only discovery

request with respect to which plaintiff flied separate statement in support of Its motion

The request for Judiolal notice by plaintiff Passport Management LLC is granted

The motion by plaintiff for issue evidence and/or monetary sanctions against defendant Jana Olsen is

granted In part and denIed in part1

The motion is GRANTED as to the requested evideno sanction prohibiting defendant Jana Oisen from

introducing evidence at trial regarding any and all defenses based on or arising out of or under that

certain written agreement purportedly executed on February 27 2005 by Defendant and the Judgment

DATE 09/19/2014 MINUTE ORDER PageDEFT 012

Calendar No

EXHiBIT PAGE 65

REC_466


Ca 315-thk-fl4g-TA cIahi$71 HHtil24tt BtSS1 à1ThbL6 rthiiul5 19aSMain Documerlf 9Page 68 of 127

OA$I TITLE Passport Management LLO vs Olson CASE NO 3Q.2O1O-OD346521.Cth.BC-CJC

Debtor ahd styled PreMarItai Agreement between Erlend Michael OisQn and Janà DOris WeekesDefendant was previously ordered on 7-17-14 to produce the original documents for non-destructive

InspectIon and testing but persisted in her failure to do so until after plaintiff had made its expert

disclosures to plaintiffs prejudice

The motion is GRANTED as to the requested Issue satiOns deeming the following Issues and facts asestablished in favor of plaintiff andagainst defendant for all purposes in this action and directing that anyJury shall be so instructed That defendant is and has been at all relevant times the alter ego of each of

defendants Horse Power investments LLC ak.a Horse Power LLC and Vistas infinitas LLC

collectively the LLQ Defendants

The motion is GRANTED as to the requested evidence sanctions1 prohibiting defendant from introducing

evidence at trial in support of the following defenses Fourth Affirmative Defense Transferee in goodfaith Answer page lInes 1-6 Fifth Affirmative defense Lack of Dominion or Control Id pagelines 7-l1 Thirty-Third Affirmative Defense Lack of Control Over Fraudulently Transferred Property

Id page li lines 22-26 Thirty-Fifth Affirmative Defense No Altar Ego Id page 12 lines 6-9

The motion Is GRANTED as to the request for monetary sanctions COP section 2023.030a in favor

of plaintiff and against defendant in the amount of $5000 payable within 90 days

The remainder of the motion Is DENIED with eli future dates to remain

Court orders moving party to give notice

DATE 09/19/2014 MINUTE ORDER PageDEPT 012

Calendar No

EXHIBIT PAGE 66

REC_467


ll5-fiuik424%-TA aaa-s 71 4tt ETht41 lThbtGrIëiüS 1a44dMain Documenthf 9Page 69 of 127

SUPERIOR COURT OF CALIFORNIA COUNTY OF ORANGE

Central Justice Center

709 Civic Center Drive

Santa Ana CA 92702

SHORT TITLE Passport Management LW vs Olson

CLERKS CERTIFICATE OF SERVICE BY MAIL$Q2Q1OQD346521CUsBC-CJC

oerti that am not party to this cause certify that true copy of the Minute Order Was mailed following

standard court practices in sealed envelope with postage fully prepald as Indicated below

The mailing and this certification 000Lirred at Santa Ana Caflfornla on 09/24/2014

Clerk of the Ccur by _____________________________

PILLSBURY WINTHROP SI-lAW PITTMAN LIP

EMBARCADERO CENTER 22 FLOORSAN FRANCISCO CA 94111

CLERKS CERTIFICATE OF SERVICE BY MAIL

Pga

Vs lOlse Juno 2004 cadoojoMi Pc000dI2roftOOpIQj$Co

EXHIBIT PAGE 67

REC_468


ll5-lbk-1246-TA claOi$ 71 24tt 8taeM IUThhLO rtäIGlS iP446Main Documerthf 9Page 70 of 127

Exhibit

EXHIBIT PAGE 68

REC_469


PILLSBURY WINTHROP SHAW PITTMAN LLPThOMAS LORAN III 95255ANDRISWD LANPEERE 191479J13FPREY JACOBI 252884Four Embarcadero Center Floor 22

San Franoisoo CA 94111

Telephone 4159834000Facsimile 415 983-1200



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is

ERLEND OLSON an individual JANA16 OLSON au individual HORSE POWER

INVESTMENTS LLC alkla HORSE17 POWER LLC VISTAS INPrNITAS LLC

SUOURBERE ENTERPRISES LLCIS CHAR14OYA ENTERPR1ISES LLC and


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Defendants

No 302O1000346521

ASSIGNED FOR ALL PURPOSES TOlODGE JAMOA MOBERLY

DEPARTMENT C12

NOTICE OF RULINGS REMOTION OF PLAINTIFF TOCOMPEL LLC DEFENDANTSFURTHER RESPONSES TOINTERROGATORIES ANDINSPECTION DEMANDS TOCOMPEL COMPLIANCE WITHRESPONSES TO INSPECTIONDEMANDS AND FOR MONETARYSANCTIONS

Date July 25 2013

Time 20.0 PMDept C-12

Hon Jamoa Moberly

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25

To all parties and to their attorneys of record fi any

PLEASE TAKE NOTICE that at the hearing conducted In the above-entitled action

25 on July 26 2013 regarding the Motion of Plaintiff and Judgment Creditor Passport

27 Management LLC Passporf To Cmpe1 LLC Defendants Further Responses to

28

104562004vl

ais-lhk-n4-TA claths71 HJQ4tl BtthtSif151Pa46Main Documertf 9Page 71 of 127

ELECTRONICALLY FILED

Superior Court of California

County of Orange

072912013 at O3B0Q PM

Clerk tthe Superior Court

By OlerkjDeputy Clerk

SUPERIOR COURT OP THE STATE CALIFORNIA

COUNTY OF ORANGE

UNLIMITED JURISDICTION


vs

Plaintiff

Not OP RUL.INOS RE MOT OF PLAINTIFF TO COMPEL LLC DEPS RESPONSES AND FURTHERnrnnn%tnrrlnn nlmnnnnn flflnflYtVJMt.%t flflfl %lr%n flflfl Irbfl.fl flu ri %lflflV In

EXHIBIT PAGE 69

REC_470


ll5-Udk-fl4-TA taUW1 i24tt R1 IThhL8 ilMI5 19a4Main Documenthf 9ffage 72 of 127

Interrogatorles and Inspection Demands To Compel Compliance with Responses to

Inspection Demands and for Monetary Sanctions the Motion1 at which Passport and

appeared by and through its respective attorney of record and no representative for any

other party herein appeared the Court adopted its tentative ruling of July 26 2013 without

exception true and correct copy of which is attached hereto as Bxhibit

Dated Ju1y292013

PILLSBURY WINTHROP SHAW PITTMAN UPTHOMAS LORAN III

AiIDRBW LANPHBRBJBFPREY JACOBI

10 By____________II

Jo eyS.Jaeobi

Attorneys for Plaintiff and Judgment12 Creditor Passport Management LLC

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NOT OP RULINGS MOTI OF PLAINTIFF To COMPEL LLO DEPS RESPONSES AND FURTHERRESPONSES TO INTERR0cI INSPECTiON DEMANDS AND FOR MONETARY SANCTIONS

EXHIBIt PAGE 70

REC_471


Ca ais-lbIk-il2aTA c1athS71 FIBd1124tt RM â21ThiL6 t15 riftS 1Pa48Main Documerxbf 9Page 73 of 127

EXHIBIT

EXHIBIT PAGE 71

REC_472


ai5-t-naTA clathS awi RH fl4LL EThed1 21flht6 rt1 19Da4OMain Documeritf 96age 74 of 127

TENTATIVE RULING

Case portManctgenwnt LW OThOJI 30-2010-00346521

CalexidarNo 10

Motion No of Plaintiff Pageport Managexuent LLCs Motion Ia Compel Responses to

Form Interrogutories

Plaintiff Passport Managements motion tooompel responses to form interrogatorles by

defendants Horse Power Investzents LLC Vistas Xrdinitas1 LW Sugurbero Brtterprises LLO

and Chnramoya Enterprises LILC Is GRANTED with each of these defendants to provide

verified responses without objections by 8-16-13 Plaintiff has produced evidence that Dana

Olson has renounced all of the verifications she ptuportediy executed Unverified discovery

responses are tantamount to no responses at all Seo Applston $qpertor Court 1988 206

Qal.App3d 632 636 Also plaintiff PassportManagement is awarded sanctions of $500.00

payable by all of fhe foregoing limited liability companies jointly and severally but not by

counsel for defendants Moving party to givp notice to counsel br defendants as well as to the

registered agent Mall of these limited liability companies it known or If no registered agent Is

known by publicly available infbrmatlon to tho last known address for such limited liability with

attention to the managing member

Motion No.2 oI3i Plaintiff Paaspozit Management LLCs Motion to Compel Response to

Special Interrogatorles sets One and Two

PlntWPassport Managements motion to compel responses to special Interrogatories by

defendants 1-lorse Power Investments LLC Vistas Infinitas LLC Sugurbere Enterpiües ILC

and iharamoya Enterprise LW Is GRANTED with each of these detendants to provide

verified responses without objections by 16-13 PlaIntiff has produced evidence that Dana

Olson has renourcoed all of thp verifloatlons she purportedly executed UnverifIed discovery

responses are tantamount to no responses at all See Appleton Sup cwtor Court 1988 206

Cal.App.3d 632 636 Sanvtlons are covered under MoUon No of Moving party to give

notice to counsel for defendants as well as to the registered agent for all of these limited liability

companies If known or if no registered agent is known by publicly available information to the

last known address for such limited liability w4t1 attention to the managing member

EXHIBIT PAGE 72

REC_473


tDa ai1s-lok-n4-TA claths 471 UJQ4tE1 RTMZEtA1 21ThbL6 rWt5 1gDag5OMain Documerthf 9Page 75 of 127

Motion No.3 of Plaintiff Xasspofl Management1 LLCs Motion to Compel Compliance

with Responses to ReqUest for Production Sets One nnd Two

Plaintiff Passpott Managements motion to compel responses to RJPD by defendants Horse

Power Investments IJLC Vistas Infinitas LLC ugqrboro Enterpriscs LLC and Qbaramoya

Enterprises LLO IsCRAISTED with each of these defendants to provide verified responses

without objeotions by 81 il-I PlaIntiff has produced evidence that Dana Olson has renounced

all of the verifloatlons she purportedlyoxeouted Unverified discovery responses are tantamount

to no responses at all Sn Appleton Superior Court 198 206 CSApp3d 632 636

Sanotions are covered under Motion No ofS Moving patty to give notice to counsel for

defendants well as to the registered agent for all Df these limited liability compaities If known

or if no registered aàent Is known by publicly available information to the lagt known address for

such limited liability with attention to the managing member

EXHIBIT PAGE 73

REC_474


ai3-dk-fl4-TA aaths 71 mdn4tt Eef1 WThSLO tt9i15 19DatSMain DocumenW 9sDage 76 of 127

Motidt No of Plaintiff Passport Management LLCs Motion to Compel Compliance

with Responses to Request fbr PVOdUCtIQn $ets Qne and two

Plaintiff Passport Managements motion to oompel responses to 1UPD by defetidants Horse

Power tnvesunents LLC Vistas Infinitas ELC Sugurbere Enterprises LLC and Charamoya

Enterprises LtD is GRAJTED with each of these defendants to provide verified responses

without objeottons by 846l3 Plaintiff has produced evidence that Dana Olson has renounced

all of the verlfioatlons she purportedly executed Unverified discovery responses aie tAntamount

to no responses at all See Applson upertor Court 1988 206 CalApp.3d 632 636

Sanctions are covered under Mo Ion 14o of Moving party to give notioe to eavnsel for

defendants as well asia the registered agent for all of these limited liability companies If known

or if no registered agent Is known by publicly avail able Information to the last known address for

such limited liability with attention to the managing member

EXHIBIT PAGE 74

REC_475


CaaiL4bk-fl4lgE-TA elath 71 FlIIth241t HthM 2iThI5t6 rthxü5 19Da5Main Documentf 9sDage 77 of 127

DooketNo 3O-20100O34652l

PROOF OF SERVICE BY MAIL

Kathy Stout the undersigned hSeby declare as follows

am over the age of 18 years and am not party to the within cause am

employed by Pillsbury Winthrop Shaw Pithuan LLP in the City and County of

San Francisco State of California

My business address is Pour Embarcadero Center 22nd Floor

San Francisco CA 94111 My mailing address is Four Embarcadero Center Box

2824 San Francisco CA 94126-2824

10 ani familiar with Pillsbury Winthrop Shaw Pittman LLPs praotioe for

11 collection and processing of correspondence for mailing with the United States Postal

12 Service in the ordinary course of business correspondence placed in interoffice niail is

13 dóposited with the United States Postal Service with first class postage thereon hilly

14 prepaid cit the same day it is placed for collection and mailing

15 On 1i45 29 2U13 at Four Embarcadero Center1 San Francisco California

16 served true copy of the attached document titled exactly NOTICE OF ULJNGS

17 RE MOTION OF PLAIN TIFF ro COMPEL LLC DEFENDANTS FUR THEE

18 RESPONSES TO INTERROGA TORIES AND INSPECTION DEMANDS TO

19 COMPEL COMPLIANCE TVITHRESPONSES TO INSPECTION DEMANDS AND

20 FOR MONETARYSANCTIONS by placing them it in an addressed sealed envelope

21 clearly labeled to Identify the persons being served at the addresses shown below and

22 placed in interoffice mail for collection and deposit in theUnited States Postal Service on

23 that date following the ordinary course of business

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7045650l8v1

EXHIBIT PAGE 75

REC_476


Case a1lsAfflk-naTA clathflvl 24tt Bt41 R1Thht6 rtöafls 1a5Main Documentf 9Page 78 of 127

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Michael Weiss EsqWeiss Spees LLP1925 Century Park East Suite 650


Tele$ione 424 245-3100


Cownselfor Defendanls Sugrwbere

Enterprises LLC ChanmoyaEnterprises LEC flstzs Infinittis

LLCg and Horse Power InvestmentsLLC

Louis Khoury BsqLaw Offices of Louis Khoury1801 Century Park East Suite 2400

Los Angeles CA 90067-2326



Co wnsel for Defendant lana Olson

Erlend Olson

P.O Box 10939

Newport Beach CA 92658

Briend Olson

4076 Rivoli


.Tutlginent Debtor In PropS Persona

Jana Qlson

220 Newport Center Drive 11-624


Jana Olson

50 Palatine 108Irvine CA 92626

Defendant lana Olson

Incorp Services Inc

2360 Corporate Cit 400Henderson NV 89074

Incorp Services Inc

For Vista Infinitas LLODiane Kalinowski

5116 Corsa Avenue Suite 110

Westlake Village CA 91362

Ricaido Caines

CPR Limited

Phoenix House 2utd Floor

Jews Street and Prince William Street

Charlestown Nevis

Horsepower Investments

Sugarbere Enterprises

do Jana Olson

6767 Tropicana Ave Suite 229

Las Vegas NV 89103

Jeffrey Matsen

For Chararnoya Enterprises LLC695 Town Ctr Drive Suite 700

Costa Mesa CA 92626

7045 65 018v1

EXHIBIT PAGE 76

REC_477


tllS-ihk-fl496-TA Oath5fl mSUiQ411 iflht6rtepfl5 19Da5dMain Documentf 9Page 79 of 127

declare under penalty of perjury tb the foregoing is true and coiteot Executed

thIs 23rd day of July 2013 at San Pranolsoc California

.5

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704$ffSOlayi

EXHIBIT PAGE 77

REC_478


tJ15-thJk-fl41TA Oaths 471 HjiQ4I Beth Wrtn1j5Main Documertf 9ffage 80 of 127

Exhibit

EXHIBIT PAGE 78

REC_479


al -il2flTA aaUis71 RHStJJQ4t1 et1 21ThL6 rtJQ5 19a56Main Documeribf 9Page 81 of 127

PILLSBURY WThIrHROP SHAW PITTMAN LLP

THOMAS LORAN III 495255

ANDREW LANPHERB 191479

JEFFREY JACQE3I 25288450 Premcnt Street Fifth Floor

Si Francisco CA 94105

Telephone 415983-1000Faoimiie 415 983-1200

AttoQnys for Plaintiff and Judgment

Creditor Petsspoxt Management LLC


10 COUNTY O1 ORANGE

UNLIMITED JURISDICTION

12

13

14

15

1RLENJ OLSON an Individual JANA16 OLSON individual HORSE POWER

INVESTMENTS LIC Wk/4 1-IORSE

17 POWER LLC VISTAS INFThTITAS LLCSUOURBERB ENTERPRISES LLC

iS CHARMOYA ENTERPRISES LLC and

DOES through 100 inclusIve

19

Defendants

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No 30-2010M0346521

ASSIGNED FOR ALL PURPOSES TOJUDGE JAMOA MOBERLY

DEPARTMENT 012

NOTICE OF IWLINGS REMOTIONS OF PLAINTth TOCOMPEL IJLCDE1ENDANTS TORIESPON tO SiT 01 ECIALTNrEflR0GATORIES ANfl 3DXNSPECTTON DflANDL.t2 TQCOr4flL DEFET4DANT JANAOxSdN TODJtSPOND TO 4ThSILT or SPECIALINTERROGATORDS AND 4TIINSPECTIOM DEMAND MW çTh

TO R.flPONTWIIURTIER TOINTItRRO GATORIES C1ORMMCCIAL AND suPrLEMEm413TO DEEM AtISOTTED StCOND$t OF 1U1ASThO1OUNY1D TOEliENDANT 1ANA OLSON AN41 FOR MONETARY SANCTIONS

Date August2 2013

Time 200PMDopt 012

I-Ion JarnoaA Moberly

AcHon Biled February 22 2010

BlThroated Trial Date Sept 30 2023

ELE-CTRUNItMLLY FILED

Superiar Qriit OIIfornI

Oourity at

ia415O Pivi

et tilE Bprior Crjtht

By RctIrt RenisarrVlepuW Olerit

11


Plaintiff

vs

NOTICE OP RULINGS RE PLAINTIFFS DISCOVERY MOTS HEARD ON AUG 22013

EXHIBIT PAGE 79

REC_480


i5-thk-fl41-TA clabiSLVl Sdi24tt aN1 RIThttG r1irG15 1PaMain Documenthf 9Page 82 of 127

To the parties and to their attorneys of records

PLRASE TAKE NOTICE that at the hearing conducted in the abovecntitled action

on August 22013 regarding the Motions of PlaintifF and Judgment Creditor Passport

Management LLC Plaintiff to Compel Defendants Horse Power Investments LLC

a/k/a Horse Power LLC Vistas Infinitas LLC Sugurbere Enterprises LLC and Charamoya

Enterprises LLC collectively the LLC Defendants to Respond to Third Set of Special

Interrogatorles and Third Inspection Demand to Compel Defendant Jana Olson to

Respond to Fourth Set of Special Interrogatories and Fourth Inspection Demand and to

Respond Further to Interrogatories Form Special and Supplemental to Deem Admitted

10 Second Set of Requests for Admission Propounded to Defendant Jana Olson and for

11 Monetary Sanctions against the LLC Defendants and Defendant Jana Olson at which hearing

12 Plaintiff appeared by and through Its attorneys of record and no representative for any other

13 party herein appeared the Court made and entered Its ORDERS ruling thereon as follows

14 The Court adopted without exception its tentative ruling of

15 August 2013 true and correct copy of which Is set forth at line on page of

16 Exhibit attached hereto Tentative Ruling with respect to Motions 1-S as

17 identified in the Tentative Ruling to wit

18 Grant Vistas Infinitas LLC Sugurbere Enterprises LLC Horse Power

Investments LLC and Charamoya Enterprises L.LC are ordered to provide19 responses without objection to PlaintiuVs 3d set of special interrogatories

and 3d set of produotion demands within 30 days after the effective date of

20 service of notice of this ruling upon them They are jointly and severally

ordered to pay sanctions of$1240 to Plaintiff

21

In addition to sewing the attorney of record for the LLCs Plaintiff is to

22 serve notice of ruling on their agents for service of process if any in the

manner required for service of summons and complaint If Plaintiff cannot

23 determIne who the agent for service of process is It will be sufficient to

serve notice on current counsel

24

25 The Court clarified that the final paragraph of the Tentative Ruling

26 represented the Courts tentative ruling with respect to Motions 9-10 as identified

27 in the Tentative Ruling to wit

28

704655523vl

NOTTCJ3 OF IWLINOS RE PLAINTIFFS DISCOVERY MOTS HBARD ON AUC 22013

EXHIBIT PAGE 80

REC_481


ais-dk-I2flTA GlathS t71 fldiQ4tt RA111ã21Thht6 rt15 1YDa58Main Documenthf 9Page 83 of 127

Grant The motion to compel verified responses without objection is

GRANTED Defendant Jane Olson is ordered to provide responses without

objection to PlaintIffs 4th set of special interrogatories and 4th set of

production demands and to pay siotions of $1240 to Plaintiff within

30 days due to failure to timely respond to discovery

As thus clarified the Court adopted without exception its Tentative Ruling with

respect to said motions

The Court GRANTED Motions 11-14 as identified in the Tentative

Ruling as follows

Defendant Jana Olson was ordered to serve verified responses to

Plaintiffs second set of special interrogatories ii Plaintiffs second set

of form interrogatorias and iii Plaintiffs first supplemental interrogatory

within 30 days after the date of service of notice of ruling

10

Defendant Jane Olson was ordered to serve further verified

11 responses to the following written interrogatories propounded to her by

Plaintiff within 30 days after the date of service of notice of ruling

12

Formlnterrogatories General SetOnoNos 15.1 and 17.1

Ii Form Interrogatories General Set Two No 171

14

iii Special Intenogatories Set One Nos 1-3

15

iv Special Interrogatories Set Two Nos 4-5 7-10 12-19 24 26 and

29-3 and

17 Fixst Supplemental Interrogatory

18 The truth of the matters specified in Plaintiffs second set of requests

for admission propounded to defendant Jane Olson was deemed admitted and

19

Defendant Jane Olson was ordered to pay sanctions of $5000 to

20 Plaintiff within 30 days after the date of service of notice of ruling

21 Dated August 72013

22 PILLSBURY WThITHROP SHAW PITTMAN LLPTHOMAS LORAN III

23 ANDREW LANPHERBJEFFREY JACOBI

By__________26 Thomas Loran III

27 Attorneys for Plaintiff and JudgmentCreditor Passport Management LLC

28

704655523

NOTICE OI RULINGS RE PLAINTIFS DISCOVERY MOTSI HE 0f2013E 81

REC_482


aas-bik-naTa Uaa-s ü4i RNI 1Thhtfi lfl519DaoMain Documenf 9Page 84 of 127

EXHIBIT

EXHIBIT PAGE 82

REC_483


AQ i15-lbk-flflTA tath$ 471 flll Q4S 8iS1 äI21ThI5t6 rtëil5

Main Documentf 9Page 85 of 127

3UDGEIAMOA MOBERLY

LAW MOTXONDEPARTMENT C-fl

FRXDAYAugust 02 2013 at 200 PM

Tentative Rulings will be posted on the Internet by 500 pm on the day before the scheduled

hearing whenever possible The rulings will also be posted outside the courtroom on the bulletin

board by neon on the day of the scheduled hearing

The couit will hear oral argument on all matters at the time noticed for the hearing if you prefer

to submit the matter on your papers without oral argument advise all counsel first and then

telephone the clerk at 657622-5212 If the moving party has submitted the matter and

there are no appearances by any party at the hearing the tentative ruling wID be the final ruling

Unless otherwise Indicated the moving party shall provide written notice of all ruflngs or prepare

an Order for the courtts signature per CRC 31312 If no one has telephoned the clerk to submit

and there are no appearances by any party the tentative wlli become the final order of the court

Department C12 has an assigned court reporter for all Law MotIon matters

Once the tentative ruling has been posted on the Internet no supplemental papers maybe filed and no continuances will be permitted

12588577 PlaintIff Jessica Peters Motion for Entry of Judgment Pursuant to

Terms of Settlement

Peters vs Roundtable

Remarketing Off calendar per telephonic request of moving party

13-624351 Defendant weUs Fargo Sank NAs Demurrer to PlaIntiff Jeffrey

Dyer and Louissa Dyer First Amended Complaint

Dyer vs Wells Fargo

Home Mortgage Inc Sustain Defendants demurrer is SUSTAINED without leave to

amend Defendants are to give notice

CC 2924 nd declaratory relief This court has already ruled that

Plaintiffs have not stated claim that the entity initiatIng the

foreclosure was unauthorized as they have admitted in their

pleading that Wells Fargo Home Mortgage was the beneficiary at

the time notice of default was issued on 7/22/09 Amended

Complaint 14 The allegedly Improper assignment occurred on

9/9/09 Amended Complaint x.A cc 2924a6 relates

only to notice of default

Plaintiffs were given leave to try to state cause of action for

declaratory relief based on their claIm that the party threatening

foreclosure sale was unsuthorlzed However they declaratoryrelief cause of action If It Is cause of action states no facts Nor

have Plaintiffs provided authorfty that they have cause of action

based upon this The sole authority cited in their opposition to the

demurrer is fl924a6

EXHIBIT PAGE 83

IiIfn IIunrur nrrcutfa nin/tp.ntq1tn.iUncra/itnnhai.lrn14neyc hIm 011 IflAl

REC_484


1tll5-Rk-ne-TA aatnsn flflth24S effl21Thbt6rtëit1

Main Documertf 9age 86 of 127

Under Jenkins YP Morgan Chase Bank NA 2013 216

Cal.App4th 497 510 513 the foreclosure statutes are exclusive

and do not provide for preemptive cause of action to determine

the authorization of foreclosing beneficiary to foreclose

Nor do Plaintiffs cite any authority that they have right to site to

determine whether the foreclosing trustee is authorized to

foreclose The Court is under no obligation to do their legal

research for them

Accounting Unless Plaintiffs could have cured their default If not

for the allegedly excessive fees they have not been injured leave

was given to permit Plaintiffs to allege this They failed to do soWhen parties are instructed to amend and fail to do so it is

assumed they have stated their claim as strongly as possible CalFrancisco mv Corp v. Vrlonls 1971 14 Cal.App.3d 318 321No further leave to amend Is required

The motion to strike is moot

Defendant Welis Fargo Bank NA.s Motion to Strike Portions of

Plaintiff Jeffrey Dyer and Louissa Dyer First Amended

Complaint

Moot The motion to strike is moot in light of the ruling on the

demurrer

12-628758

Brunner vs Public

Motors OrangeCounty LLC

Plaintiff Laura Brunners Motion for Leave to File Amended

Complaint

Cuntinueci 8/26/2013 at 200 pm--per telephonic request of

moving party

12-600534

County of Orange vsDevelopment

Corporation

PlaIntiff County of Oranges Motion to Compel Defendant L2

Development Corporation for Production of Documents Set Oneand Request for an Award of Sanctions against Defendant in the

amount of $600.00

OFF CALENDAR Dismissal of Entire Action flied 7/26/2013

Defendant HectorRodrigues Motion to Compel Plaintiff DmaCox to Further Respond to Special Interrogatorles Set One and

Request for Monetary Sanctions against Plaintiff and her attorneyof record In the amount of $1444.95

Grant see berow

Defendant Hector Rodriguezs Motion to Compi Plaintiff DmaCox to Further Respond to Form Interrogatorles Set One and

Request for Monetary Sanctions against Plaintiff and her attorneyof record in the amount of $1444.95

EXHIBIT PAGE 84

13-634051

Cox vs Rodriguez

lt It nyny nnnn ni-a .f.nn yn..ti..n -.aha..1.n.-.1.sn 14.. Oil Inc.i

REC_485


v..Ca usk-fl4l-TA aaths 471 flRtJfl241t RThd1 WThhLO ri5iü5

Main Documenthf 9Page 87 of 127

Grant The Motions to Compel Further Responses to Form and

Special Interrogatories are GRANTED The objections to this

discovery were not appropriate

Within fIfteen 15 days Plaintiff shafl respond .jtf3objection.to

Special Interrogatory Nos 15 16 and Form Interrogatories

Nos 6.41 6.5 7.2 8.2 8.5 8.6 8.7

Within thirty days Plaintiff and/or her attorney of record joint and

severally shall pay total sanctions in the sum of $720 $200.00 per

hour hours $120 filing fees

Moving party to give notice

12568552 Court Appointed Receiver Karl Andersons Motion to

Terminate Receivership for NP Gas Inc US GASUP Inc et

Pacific Mercantile

sank vs NP Gas Inc -The Court orders the Receiver and defense counsel Douglas

Vanderpooi to appear at the hearing on the Receivers motion to

terminate the receivership and the Plaintiffs motion for summaryjudgment

Mr Vanderpool has filed form entitled Notice of stay of

Proceedings claiming that the action is stayed as to all parties

However he represents only Naresh and Jayshree Patel not all the

parties

Furthermore he failed to Indicate the reason for the stay The box

he checked Automatic stay by filing in another court requires

copy of the document that shows the stay is In effect and

specifically the bankruptcy petition If that is the reason for the

stay No document is attached Accordingly he must file an

amended notice of stay and appear explain to whom the stay

.applles

If NP Gas Inc and US Gasup Inc have not filed bankruptcy the

stay would not affect them and the Receivers motion could go

forward The Court Is concerned that the reason the Receiver

called to comply with the Courts 6/21/13 order Is that he believes

stay is in effect If this is not the reason he must explain why he

has not complied with the order

Plaintiff Pacific Mercantile Banks Motion for Summary Judgmentas to Defendants Jayshree Patel and Naresh Patel

No tentative pending resolution of the issue of whether there Is

stay The court notes no opposition was filed

_7 11-458429 Defendants New Star Realty Inc.s Motion for 3udgment not

Withstanding the Verdict

Lee vs New Star

Realty Inc Defendants New Star Realty inc and Chris Moonkey NamsMotion for New TrIal

EXHIBIT PAGE 85tffr./IWuu lpflnlufa h4m 0/1 fl19

REC_486


ntas i15-itrIk-fl4i%-TA tlabi$fl flbiS24S BiteM iThhtfi rt5i15

Main Documenbf geDage 88 of 127

10-346521 1-8 Plaintiff Passport Management LWs Motion to comirDefendants Horse Power Investments LLC eke Hdrse Power LLC

Passport Vistas Infinitas LLC Sugurbere Enterprises LW and CharamoyaManagement LLC vs Enterprises LLC to Respond to Third Inspection Demand and the

Olson Third Set Special Interrogatorles and Request for the Award of

Monetary Sanctions against Defendants in the amount of

$1200.00 pius $40.00 tiling fee

Grant Vistas Infinitas LLC Sugurbere nterprises LLC Horse

Power Investments LLC and Charamoya Enterprises LLC are

ordered to provide responses without objection to Plaintiffs 3d set

of special interrogatories and 3d set of production demands within

30 days after the effective date of service of notice of this ruling

upon them They are jointly and severally ordered to paysanctions of $1240 to Plaintiff

In addition to serving the attorney of record for the LLCs Plaintiff

is to serve notice of ruling on their agents for service of process if

any in the same manner as required for service of summons and

complaint If Plaintiff cannot determine who the agent for service

of process is it will be sufficient to serve notice on current counsel

9-10 Plaintiff Passport Management LLCs Motion to CompeiDefendant Jane Olson to Respond to the Fourth Inspection Demandand the Fourth Set of Special Interrogatorles and Requests for

Monetary Sanctions against Defendant in the amount of $1200.00pius $40.00 filing fee

Grant see below

11-14 Plaintiff Passport Management LLCs Motion to CompeiDefendant Jane Olson to Respond Further to Requests to Form

Interrogatories Set One Two Special interrogatories Set One

Two First Suppiementai Interrogatory and Second Set of Requests

for Admission and Request for Award of Monetary Sanctions

against Defendant In the amount of $8502.00

Grant The motion to compel verified responses without objection

is GRANThD Defendant Jana Olson is ordered to provide

responses without objection to Plaintiffs 4th set of special

interrogatories and 4th set of production demands and to paysanctions of $1240 to Plaintiff within 30 days due to failure to

timely respond to the subject discovery Piaintiff is give notice

13-650571 Plaintiff Feidsott Lees Demurrer to the Answer of Defendant

Forster Highlands Community Association

Feldsott Lee Law

Corporation vs Off Calendar Amended Answer filed on 07/30/2013 14/pForster Highlands has taken motion off calendarCommunity

EXHIBIT PAGE 86lith //unrntr nrnntufci nryl tohravinnal4-nnhni.ltnqiflncrc t4 Oil flfll

REC_487


L5-lhk-JI2flTA clamS 471 flfl Q41tth 1â2jIt6 tlflS 1I6Main Documerthf 9Page 89 of 127

jssoclation_ ______10 12560082 PlaIntiff Pauline Suarezs Motion to CQmpeI Defendant Bank of

New York Mellon Person Must Knowledgeable for Deposition and

suarez vs Bank Qf Production of Documents and Request for Sanctions against

New York Mellon Defendant and their Counsel of Record In the amount pf $2250.00

PlaintIff Pauline Suarezs Motion to Compel Defendant Bank of

New York Mellon to Produce the Oral Testimony of Kathy Orlard

and equest for Sanctions against Defendant and their Counsel of

Record In the amount of $1900.00

EXHIBIT PAGE 87

hiti IIulUTh%T nrt.nurth ni Y/tpfltAt p.niflnn4innlipilnii1hica fa 0/1 ThAi

REC_488


ailsa-nairA aaaisn RHU124It EAt1 äI2IThhLO IiS15 19Da5Main DocumerKt 9Page 90 of 127

Docket No 30-2010-00346521


Deirdre Csnpino the undersigned hereby declare as fbllows


employed by Pillsbury Winthrop Shaw Pittrnan LLP iii the City and County of

San Francisco State of California

My business atid mailing address is Pour Embarcadero Center 22nd Floor


am familiar with Pillsbury Winthrop Shaw Pittman LLPs practice for

10 collection and processing of correspondence for mailing with the United States Postal

11 Service in the ordinary course of business correspondence placed in interoffice mail is

12 deposited with the United States Postal Service with first class postage thereon ftlly

13 prepaid on the same day it is placed for collection and mailing

14 On August 72013 at Pour Embarcadero Center San Francisco California

15 served true copy of the attached document titled exactly NOTICE OF RULINGS RJ

16 MOTIONS OF PLAINTIFF TO COMPEL LLC DEflNDANTS TO RESPOND

17 TO 3D SET OF SPECIAL INTERROGATORIES AND 3D INSPECTION DEMAND

18 TO COMPEL DEFENDANT JANA OLSON TO RESPOND TO4 SET OF

19 SPECIAL INTERROGATORIIDS AND INSPJWTION DEMAND AND TO

20 RESPOND FURTHER TO INTERROGATORIES FORM S1ECIAL AND

21 SUPPLEMENTAL TO DEEM ADMITTED SECOND SET Q1 RFAS

22 PROPOUNDED TO DEFENDANT JANA OLSON AND FOR MONETARY

23 SANCTIONS by placing it in an addressed sealed envelope clearly labeled to Identify the

24 persons being served at the adclresses shown below and placed in interoffice mail for

25 collection and deposit in the United States Postal Service on that date following the

26 ordinary course of business

27 See Attach cci Service List

28

70465907ff

EXHIBIT PAGE 88

REC_489


tll54hfr-1246-TA clathS 71 ESthS24tt 8eI1 21Thñt6 rtTh3 1gDa66Main Documenthf 9Page 91 of 127

declare under penalty of peijury that the foregoing is true aitci correct Executed

this 7th day of August 2013 at San Francisco California

t-dcrza

Deirdre tpino

19

II

12

13

14

15

16

17

18

19

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21

22

23

24

25

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27

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704659078v1

EXHIBIT PAGE 89

REC_490


ailSt-II2flTA clainflVl 12411 EAaeN1R1nhterti 1aMain Documenthf 9Page 92 of 127

Service List

10

II

12

13

14

15

16

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18

19

20

21

22

23

24

25

26

27

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Michael Weiss BsqWeiss Specs LLP1925 Century Park East Suite 650



Faç1niiIe 424 2453 199

Coimselfor Defendants Sugurbere

Entexprises LLG charanwyaEntesprLes LLC Vtsttzs Infinitas

LL and Horse Power In vestments

LLC

704 659078 VI

Louis IChoury EsqLaw Offices of Louis Khoury1801 Century Park East Suite 2400Los Angeles CA 90067-2326



CounselJbr Defendant lana Olson

Erlend Olson

P.O Box 10939


Erlend Olson

4076 Rivoli


Judgment Debtor In Propria Persona

Jana Olson

220 Newport Center Drive 11-624Newport Beach CA 92660

Jana Olson

50 Palatine No 108

Irvine CA 92626

Dfendant Jana Olson

Vistas Inmnitas LLCc/c Lneorp Services Inc

2360 Corporate Cir400Henderson NV 89074

Vistas Infinitas LLCc/c Incorp Services Inc

Diane Icalinowski



Ricaldo Caines

CPR Limited

Phoenix House Floor

Jews Street and Prince William Street

Charlestown Nevis

Horse Power Investments LLCHorsepower Investments LLCSugurbere Enterprises LLCc/o Jana Olson

6767 Tropicana Ave Suite 229

Las Vegas NV 89103

Chararnoya Enteprises LLCdo Jeffrey Matsen695 Town Cit Drive Suite 700

Costa Mesa CA 92626

Mna Olson

Horsepower Investments LLCSugurbere Enterprises LLC1-lorse Power Investments LLC50 Palatine No 108

Irvine CA 92626

EXHIBIT PAGE 90

REC_491


tIIS4Uk-naTA aainv1 Fi 24tt Ba 121ThhL6 rlëiüSMain Documenthf 9ffage 93 of 127

Exhibit

EXHIBIT PAGE 91

REC_492


t115-ihIk-124%-TA aatns fl RH etUQ4t1 EAaKt41 â2113ñL6 rt5iGl51PaMain Documentf 9Page 94 of 127


SLIpeIlor Court at CHfomiiCcurty of Ornwe

PILLSBURY WINTHROP SHAW PITTMAN LLPrUIofS LORAN III 95255JEFFREY JACOBI 252884LAURA 1-IURTADO 67044

Four Embarcadero Center 22nd Floor


Telephcne 415983-1000Facsimile 415 983-1200




10 COUNTY ORANGE


No 30-2010-00346521

ASSIGNED FOR ALL PURPOSES TOJUDGE PETER WILSON

DEPARTMENT C12

NOTICE 01 ENTRY OF ORDERDETERMINING AMOUNT OFMONETARY SANCTIONSAGAINST LLC DEFENDM4TS

22 To defendants and to their attorneys of record if any

23 PLEASE TAKENOTICE that on June 122014 the Court entered its Order

24 determining the amount of monetary sanctions awarded in favor of Plaintiff and Judgment

25 Creditor PASSPORT MANAGEMENT LLC pPlahitlff and jointly and severally against

26 defendants Horse Power Investments LLC a/ida Horse Power LLC Vistas Infinitas LLC

27 Sugurbere EnterprIses LLC charnioya Enterprises LLC collectively the LLC

28 Defendant in the above-entitled action true and correct copy of which Order

7O$O5I97v

IJW12Oj4at 12lU PM

Clerk of the Superior Court

By Roert RenisonoeIuty Clerk

12

PASSPORT MANAGEMENT LLC13

Plaintiff

14

vs15

ERLEND OLSON an individual JANA16 OLSON an individual HORSE POWER

INVESTMENTS LLC a/k/a HORSE17 POWER LLC VISTAS rNFINITAS LLC

SUGURBERE ENTERPRISES LLC18 CHARMOYA ENTERPRISES LLC and

DOES through 100 inclusive19

Defendants

20

21

NOT 01 ENTRY OF ORDER DETERMI AMNTI OP MONETARY SANfi e$TSTAF

REC_493


115-tlk-JI2flTA aath5 3171 F1flthQ4tI 2IaIBd11Th6 rtQ5 1Pa4OMain Documenthf 9age 95 of 127

Determining Amount of Monetary Sanctions Awarded in Favor of Plaintiff and Against

LLC Defendants is attached hereto as Exhibit

Dated June 13 2014

PILLSBURY WINTHROP SI-JAW PITMAN LLPTHOMAS LORAN III

JEIFRBY JACOBILAURA 1-JURTADO

Thomas Loran III


10Creditor Passport Management LLC

11

12

13

14

15

16

17

18

19

.20

21

22

23

24

25

26

27

28

705305197v1

NOT OF ENTRY OF ORDER DETERM AMNT OF MONETARY SANCTIONS AGAINST LLC DEPS

EXHIBIT PAGE 93

REC_494


CasEy ai5-ltrk-fl4-TA ctlainfl7l Rfl HTh1 1ThhL6 rtThüS 1adMain Documertf 9Page 96 of 127

EXHIBIT

701537975v1

EXHIBIT PAGE 94

REC_495


Cas fl5-Itht-fl41-TA DiathS 471 JQ4S Be 41 21ThbL6 itS1PaMain Documerthf 9age 97 of 127

LRI0R 001$ TOFOALIPO

UsTIoa OENTR

PILLSBURY WINTHROP SHAW PIflMAN lILY 22014

THOMAS LORAN DI 95255

M4DRBW ID LANPI-BRR 191479 ELECTRONICALLY RECEIVED L$ON.9Jemrv

EFPIWY JACOBI 252884 SupeHor Court of CalIfornIa

County of OrangeFour Embarcadero Center 22 Floor

San Francisco CA 94111 0311712014

Telephone 415 983-1 000 clerk of the Superior Court

Faôsimile 415 983-1200 By Arnanda Rlncoii Deputy Clerk

Attorneys for Plulntf and Judgment



10 COUNTY OF ORANGE


12 No 30-2010-00346521PASSPORT MANAGEMENT LLC

13ASSIGNED FOR ALL PURPOSES TOt

14

PlalnufiJUDGE PETER WE1SON

D3PARTMENT 012vs

15ORDER DETERMIMNO AMOthiTERLEND OLSON an individual JANAOF MO4ETARY SANCTIONS

16 OLSON an Individual 1-IORSE POWER AwUwED IN FAVOR01INVESTMENTS LLC a/k/b HORSE

AGAINST LLC17 POWER LLC VISTAS INF1TNITAS LLC DEFZNDANTSSUGLRBER.E ENTERPRISES LLC18 CHARMOYA ENTERPRISES LLC and


19Action Plied February 22 2010

DefendantsBliroated Trial Dat May 27 2014

20

21 _____________________________ _______

22 At the heSng conduoted in the above-entitled notion on January 11 2014 before the

23 Hon Franz 13 MIller Judge of the Superior Court regarding the Motion of Plaintiff and

24 Judgment Creditor Passport Management LLC Plaintiff for Issuance of Terminating

25 and Monetary Discovery Sanctions and Entry of Default Judgment the Terminating

26 Sanctions Motion against each of Defendants Horse Power Investments LLO a/k/a Horse

27 Power LLC 1-lorse Power Vistas Infirmitas LLC Vistas Infinitas Sugurbere

28

_______________1-

__________ __________________ORDER DETERMINING AMOUNT OF MO14BTARY SANCTIONS 114 FAVOR OF LAINTWF AND

AGAINST LLC DBDAThTS

EXHIBIT PAGE 95

REC_496


aJs-tkc-flflTA clainfl7l ti2411 Bd1 all fl/tS rtrü5

Main DocumerKf 9Page 98 of 127

l3nterprises LLC Sugurbere and Charinoyn Bnterprises LLC Charmoya

collectively the LLC Defendants the Court granted the Terminating Sanctions Motion

In part by enteilng the default of each of the four of LLC Defendants to wit Horse

Power Vistas Infrnitas Sugurbere and Charznoya arid granting Plaintiffs request for

monetary sanotions in the amount of reasonable attorneys fees and costs expended by

PlaintIff In connection with the making of the Terminating Sanctions Motion the

Monetary Sanctions Award The Court thrthei ordered inter al/a that the matter be set

fop default prove-up hesing pursuant to Code of Civil Procedure sections 585b and

and the nmbunt of the Monetary Sanctions Award in favor of Plaintiff be determined by the

10 Court in connection with its ruling on Plaintiffs aforesaid application for entry of default

11 judgment

12 Based on the foregoing Plaintiff has now moved and applied herein for

13 determination of amount of the Monetary Sanctions Award and the Court having

14 consIdered Plaintiffs application and the supporting evidencotherefor being ftilly advised

1$ and having found good cause therefore hereby ORDLRS that Plaintiff shall have and

16 recover ftorn the USC Defendants jointlyand severally monetary sanctions In the amount

17 of $H36SO as and for the reasonable attorneys fees and costs expended by Plaintiff in

18 filing and making the Terminating Sanctions Motion

19

20

21 Dated M.wehj2014 _________________________________lge of the Superior Court

22 PETER WILSON

23

24

25

26

27

28 705111107v1

ORDBR DETERMINNO AMOUNT OF MONETARY SANCTIONS IN FAVOR OF PLAINTIFF ANDAGAINST LILa DEFENDANTS

EXHIBIT PAGE 96

REC_497


ails-lbk-5I2flTA claths 71 EStUS24IE2 121ThbL6 rtäiQS19aMain Documentf 9Page 99 of 127

Docket No 30-2010-00346521


Deirdre Campino the undersigned hereby declare as follows


employed by Pillsbury Winthrop Shaw Pittman LLP In the City and County of San Francisco

State of California

My business and mailing address is Four Embarcadero Center 22nd Floor


am familiar with Pillsbury Winthrop Shaw Pittman LLPs practice for

collection and processing of correspondence for mailing with the United States Postal SeMee

11 in the ordinary course of business correspondence placed in interoffice mail is deposited with

12 the United States Postal Service with first class postage thereon fuily prepaid on the same day

13it is placed for collection and mailing

14 On June 13 2014 at Four Embarcadero Center San Francisco CaLifornia

15 served true copy of the attached document titled exactly NOTICE OI ENTRY OF

16 ORDER DETERMINING AMOUNT OF MONETARY SANCTIONS AGAINST LLC

17 IE1ENDANTS by placing them it in an addressed sealed envelope clearly labeled to

18 ldentt the persons being served at the addresses shown below and placed in interoffice

19 mail for collection and deposit in the United States Postal Service on that date following the

20 ordinary course of business

SEE ATTACHED SERVICE LIST

22 declare under penalty ofpeijury that the foregoing is true and correct Executed this

23 13th day of June 2014 at San Francisco California

Delrdre Camino

26

27

28

7Ol8$2227v1

EXHIBIT PAGE 97

REC_498


Ca aJ5k-i2-TA OSit71 Rilbi12411ff athiThbt6t115 19Da5Main Documenlof 9eage 100 of 127

.8

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

704852227v1

SERVICE LIST

Ei1end Olson

P.O Box 10939

Ncwjort Beach CA 92658ér1thdo1sonvthoocorn

Michael Fl Weiss BagWeiss Specs LLP1925 Century Park East Suite 650


Tel 424 245-3100

Fax 424 245-3199

tnwweissandspeeso

Attorney and Manager/or Horse Power

InvestmentvLLC

l3rlend Olson

4076 Rivoli


Tel 916 496-4575

Jadinent Debtor

an Oléon


Newpori Beach CA 92660

[email protected]

Jana Olson tndlvldually ncl as Agent/or alt

the JJCs at tier Address ofRecord Vlstris

Infinitas LLC Charainoya Enrerprises LLCHorse Power Investments LLc Sftgurb are

Enterprises LLC

Gregory Sega EsqSegal Cohen Landis LLP9100 WilshIre Blvd Suite 601

East Tower

Beverly 1-Jills CA 90212

Tel 310 285-3999

Fax 310 285-9876

scl3 5irnsncom

Attorneys/or Michael Weiss and

Weiss Specs LLP

Jncorp Services Inc



MeganIafrenaiscalincorpcorn

Agent/or Vistas Infinitas LW

Jeffrey Mtsen695 Town Center Drive Sujie 700

Costa Mesa CA 92626

JMatsen@MatsenVoorheesoom

gent for flaramoya Enterprises LLC

EXHIBIT PAGE 98

REC_499


tll54h-fl4E-TA tlathSaI7l FIHtflQ41I EaS1 RIflbLO rt15 19Da6Main Documenlof 99age 101 of 127

Exhibit

EXHIBIT PAGE 99

REC_500


aiS-ll-il2flTA cclaät7l J124tt BrMat41 2tt6t1rfft5 1PaMain Documentof 9age 102 of 127

11/12/2014

SEcBMARY OF STATE

STATE O1 CALtFORNIA

13CC Filing Acknowledgement

Paqel ofi

CLAS INFORMATION SERVICES

2020 HURLEr WAY STE 350

SACRAMENTO CA 95825

Filing Fee $10.00

Special $6.00

Handling Fee

Total Fee $16.00

The California Secretary ci States Office has received and filed your document The information below

reflects the data that was indexed in our system Please review the information for accuracy Included

is en Image of the filed docutheni to assist you in your review if you find potential error please notify

the UCC Section at the number listed below at your earliest convenience

Filing Type Judgernent Lien

Filing Number 14-7436210391

File Date 1111 012014

Lapse Date 11110/2019

File TIme 1616

DebtorsINDIVIDUAL OLSON JANA

Secured Partvies

ORGANIZATION

220 NEWPORT CENTER DRIVE 11-624 NEWPORT BEACHCA USA 92660


MARKET ST STEUART 1WR STE.2200 SAN FRANCISCO

CA USA 94105

Filing by the Secretary of State is not conclusive proof that all conditions for securing priority have

been met Ensuring that accurate information is on the document lobe filed is the responsibility of the

cuing party If this filing is challenged the Secretary of State does not guarantee that the filing is Iegafly

sufficient to secure priority under UCO Article and expressly disclaims any liabilityfor failure of the

filing party to secure priority resulting from the information contained in the filed document or the lack

of information on the filed document

LItThBMCOMIUtCMLCOOEI500 I3ThflW.1DPL .M 4IflTOtAPS3I4 sAcM1goOOAc3.I N34MS wflhUcONHfttSOW4OV

TaOcnAt1 AnIBU PRO

EXHIBIT PAGE 100

REC_501


REC_502


aalsa-I2nTA aaOisn F1W1JJ241t S111ThhL6 rtTh15 19aMain Documentf 99age 104 of 127

Exhibit 10

EXHIBIT PAGE 102

REC_503


Ca i15-tk-fl-TA tlathst1 FSU1Q4t1 BThQ1iThiStOi1 15 19Da8OMain Documenlof 9eage 105 of 127


SuperiDr Court of California

County of Orange

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REC_504


il5-thk-nflTA Glath$71 RH ethQ412 Sd1 1Ifftht6 rtit15 1PaSdMain Documentf 98age 106 of 127

Docket No 30-2010-00346521


Deirdre Campino the undersigned hereby declare as follows


employed by Pillsbury Winthrop Shaw Pittman LLP in the County of San Francisco State

of California

My business address is Four Embarcadero Center 22IId Floor San Francisco

CA 94111 My mailing address is Four Embarcadero Center Box 2824 San

Francisco CA 94126-2824

10 lam familiar with Pillsbury Winthrop Shaw Pittman LLPs practice for

II collection arid processing of correspondence for mailing with the United States Postal

12 Service in the ordinary course of business correspondence placed in interoffice mail is

13 deposited with the United States Postal Service with first class postage thereon fully

14 prepaid on the same day it is placed for collection and mailing

15 On December 22014 at Four Embarcadero Center San Francisco

California served true copy of the attached documents titled exactly NOTICE OF

17 JUDGMENT LIEN by placing it/them in an addressed sealed envelope clearly labeled to

18 identify the person being served at the address shown below and placed in interoffice mail

19 for collection and deposit in the United States Postal Service on that date following

20 ordinary business practices

21

Jana Olson22


23 Newport Beach CA 92660

24 .Jana Olson individually and Agent forthe LLCs at her Address of Record Vistas

25 Infinitas LLC and Horse Power

In vestments LLC

26

27

28

704735024v1EXHIBIT PAGE 104

REC_505


aL5-udk-nnTA GlathS41 thQ41I RaKetM 1Thht6 rt15 19a8Main Documentf 90age 107 of 127

declare under penalty of perjury that the foregoing is true and correct Executed

this 2nd day of December 2014 at San Francisco California

Deirdre Camptho

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

704735024v EXHIBIT PAGE 105

REC_506


1l5-Wk-fl4-TA aatnfln fl ethQ4t1 Rd1 21 n/Ito tl5ifft5 19Da8Main Documenlof 99age 108 of 127

Exhibit 11

EXHIBIT PAGE 106

REC_507


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EXHIBIT PAGE 107

REC_508


tIIS-Ib-ne-TA c1adflhl flfldi1241t t51a85Main Documentf 9age 110 of 127

RECORDING REQUESTED BY

i1iWHEN RECORDEL RETtJ RN T0

Pillsbury Winthrop Shaw Pittnian LLP Ifi ID

IllIiIiI

IIIiIIIIiiIIIIiLIiII1IIIIIiI

Four Embarcadero Center 22 Floor

San Francisco1 CA 94111

10141331179

Attn Thomas Loran lii /Jeffreyjacobi

THE AREA ABOVE IS RESERVED FOR REcoRDERs USE

ABSTRACT OF JUDGMENT

EXHIBIT PAGE 108

REC_509


tte llE4ftk-fl4-TA clathWl RWSd1Q4tt 6tQdl fli n/ta rl5a1S 1gDa86Main Documentot9age 111 of 127

EJ4OIATYOHNEYQR PMTY 1TI rATTORNEY Nooir i44r4$ and Sole Oornvmbc

SHAW PITTMAN LLP

THOMAS LORAN IV 95266/Jeffrey Jacobi 262884



Inn No 415 983100 rAxagi opIknf 416 9831200

P.-I4PJLADDRI5S$ OpLbaaf

bUPCflQRCOURTOF0AUPORNThq couwivor Orange

STREET ADORO$ 700 CIvic Center Drive West

MJLIHOADPKriSS

OTrYANo21ROOD Santa Aria CA 92701

PLAINTiFF Passport Mana9sment LLO

DEFENDANT Eriend Olson et al

CASENUMEER

30-2010-00846621

ABSTRACT OFJUDGIJIENTOMLAND SMALL CLAIMS jAmonded

The fl3fl Judgment creditor assignee of record

applies for an abstract of Judgment and represents the fouowlng

Judgment debtors

Mama and last known address

jj Ji Olson

20 Newport Center Drive 11624

rewPort

Beuoh CA 92860

Drivers license no tlest dIgIts and state CA 6385 Unknowii

Social security no iast dIgItsJ 4190 Unknown_____________________________

Summons or notice of enfry of sister-stale Judgment wee personally served or mailed to name and address

Summons $sred by Personal Service on Jana Olson at 21155 Newport Coast Drive Newport Coast CA 92667

Information on additional judgment debtors Is

shown on page

Judgment creditor name wicl adthesa

Passport Management LLC

One Market St Steuart Tower 8ulte 2200

San Frenol800 CA 94105

Pate December 2014

Thomas Loran Ill

TVIa OR PRINT MME

Total amount of Judgment as entered or last renewed

$10396863 16

All judgment creltors and debtors are listed on this abstract

Judgment entered on M8t October 23 2014

Renewal entered on dete

EJ This Judgment Is an Installment Judgment

5SF

ALM tLSON CIrkoftht Court

This abstract Issued on date

12.iJ2014

tJ lnformauon on additional Judgment oredltors is

shown on page

OrigInal abetrsct recorded In this county

Date

inairurBar

______IsaNATURE0PASu0Nr ORArTQPJWY

10 EJAn execution Hen attachment lien

Is endorsed on the Judgment as follows

Amount

In favor of name end rnrideas

11 stay of enforcement lies

riot been ordered by the court

been ordared by the court effective until

date

12 oarU that thIs Is true and correct abstract or

the judgment entered In this actIon

certifled copy of the Juagment Is attached

anAncnI NAME Central Justtcv Center fOfl ROROERS 055 ONLY

Pursuaritto California Gwernment

Coda 68150f the Clerk of the

Courthereby certltissthlsdbctirnent

accurately reflects the official court

record.The electronlcslgnature and

seal on flils document have the

same valfdi and legal force and

effect as an original clerks

signature and court seal California

Government Code 8e10g

roan Ariqood Our hIwrUotcrY Lii

rrli110lcojnofor calronrt

EJ.001 Roy Jiry 2014

Clerk by

ABSTRAct OF JUDGMENTCIVILGovnni Calon

AND SMALL CLAIMS

Deputy

110 cr20050 of IPrQnothsojO 43 0.4

84 700.1W

EXHIBIT PAGE 109

REC_510


a15-IIIk-iI24-TA t1ath1 RililH124tt Ba1 WThbLO r115 19DaSMain Documenlof 9age 112 of 127

PLAINTIFF

DEFENDANT

Passport Management LI-C

Erlend Olson at ar

URT OtE NQ

30201000346521

NAMES AND ADORESSaS ADDITIONAL JUD$MENT cREtlToRs

13 Judgment creditor name end edchoss 14 Judgment creditor name end address

LJ Continued on Altathmcnt lu

INFORMATION ON ADDITIONAL JUD$MeNTDEBTORS

16 Name and last known address 17 Name and last known address

-i

Drivers flcanse no tlast dlgltsj and state Drivers license no digItal end state

Ei Unknown Unknown

Social security no last dIgIts Unknown SocIal security no flast dlgits Unknown

Summons wan personally served at or mafled to address Summons was personally served at or mailed to address

1$ Name and lest Known addiess 19 Name and last known address

Drivers license no last dglts end state Drivers cones no last dIgits and state

Unknown Unknown

SocIal ueourlty no digItal cj Unknown SocIal security no last dIgIts Unknown

Summons Was pamonally served at or mailed to address Summons was personally served at or mailed to dcl iv us

20 Continued on Attachnient 20

a1jRi4uyl2Ql42 ABSIMOT OF JUDMENTClVlL PorzAND SMALl OLAIM8

EXHIBIT PAGE 110

REC_511


Cbbis 71 Rfl24tt L6r1ë1519Da86FVlain ocu mentf 9%age 113 of 127

IitIIllhIllhIItIihhIIft IllillIlli I.HaLpr3 JMbep1dlcYU 2014-0056636Recorded REC FEE ThOD

Of ficial Records

County of COUFORHED COPY 2.00

antn Barbara

Joph HolbndWHEN RECORDED MAIL TOCounty Clerk Recorded

cLPtbi41a Ja 02OPfl O-Bac2014 Page of

25flVYtAQflOcc.t15gzs CO-

FOR RECORDERS usa ONLYçs i422 AM/L4k __________________________

EXHIBIT PAGE 111

REC_512


ais-Ihk-l24-TA c1athS fl RB hi24I1 21Tht6t1G15 iP4.m8Main Documenlof 90age 114 of 127

EJ-OO1

ATTORNEY OR PMTYVnTHOUTATVORNEYNao eddns cod $ota Dornwnbe4ASoriecordIn slum la

PILLSBUIVTWINTFIROP SHAW PITIMAN LLP

THOMAS LORAN III 95255 /Jeffrey JacobI 252884

Four rnbarcadero Center 22nd Floor


TEL NO 415 983-1000 FAX NO opflcna5 45 $83-I 200

E.WJLADDIRSSS OptbanQ

CKJ ATTORNEY JUDGMENT ASSIGNEE

FOR cREOrrOR OF RECORD

SUPERIORDOURTOF CALIFORNIA COUNTY OF Orange

ETREETADORE 700 CIvic Center Dsive West

ABSTRACT OF JUDGMENTCIVILAND SMALL CLAIMS Amended

The EKJ Judgment creditor assignee of record

applies for an abstract of Judgment and represents The following

Judgment debtors

Name and last known address

Th Olson

F220 Newport Center Drlye 1-624


Drivers license no last digIts and state CA 6385

SocIal security no last digltsj 4190

Unknown

Unknown

Summons or notIce of entry of sIster-state Judgment was personally served or mailed to name and address

Summons Served by Personal Service on Jana Olson at 21155 Newport Coast Drive Newport Coast CA 92857

information on additional Judgment debtors Is

shown on page

Judgment creditor name and addressPassport Management LLC

One Market St Steuart Tower Suite 2200

San Francisco1 CA 94105

Date December 2014

Thomas Loran Ill

TYPE OR PRINT $ME


$10396563.15

All Judgment creditors and debtors are listed on this abstract

Judgment entered on date October23 2014

Renewal entered on date

This Judgment is an installment Judgment

This abstract Issued on date1235/2O14

Information on additional judgment creditors Is

shown on page

cJ Original abstract recorded in this county

Date

SIGNATURE OF AFpucNqr OR ATTORNEY

10 EJAn execution lien attachment lien

is endorsed on the Judgment as follows

Amount

In favor of name and address

11 slay of enforcement has

not been ordered by the court

been ordered by the court effective until

date12 fl certify that this Is true and correct abstract of

the Judgment entered in this action

certifled copy of the Judgment is attached

Clerk by________ jj2r...--.-----.- DeputyGiövãñni Galon

coda oICM Fracaduro

674.700.1W

MNLJNG ADDRESS

orrvANDzPcoDE Santa AM CA 92701

BIWICII NAMS Central Justice Center

PLAiNTIFF Passport Management ILO

DEFENDANT Erlend Olson et

FOR RECQRDEfl USE ONLY

OASE NUMER

30-201000346521

R1 r.flhIPTILqFflNI

Pursuantta California Government

Code the Clerk of the

Courthereby cedhfieslhisdocument

accurately tellécts the official court

record.The eledronicsignatureand

seal on this document have the

same validity and legal force andeffect as an orIgInal clerks

sigriathre and ecuitseat California

GovernmentCode 68150g

Mkl cMLSON clork ad tht Court

ABSTRACT OF JUDGMENTCIVILAND SMALL CLAIMS

EXHIBIT PAGE 112

REC_513


i5-1Wk-I241g6-TA t1athS 471 flfldfl4tt BaI 21 ThIStG 1t5n13 19a9OMain Documenbf 9eage 115 of 127

PLAINTIFF

DEFENDANT

Passport Management LLC courtrcsENo

Eriend Olson et al 30-2010-00346521

NAMES AND ADDRESSES OF ADDITIONAL JUDGMENT CREDITORS

13 Judgment creditor name and address 14 Judgment creditor name and address

Continued on Attachment 15

INFORMATION ON ADDITIONAL JUDGMENT DEBTORS

16 Name and last known address 17 Name and last known address

Drivers license no last dIgits and state Drivers license no digits and state

Unknown EjUnknown

Social security no dlglts Unknown Social soudty no vast digIts Unknown

Summons was personally served at or mailed to address Summons was personally served at or malted to address

10 Name and last known address 1$ Name and last Known address

Drivers license no dlglts and state DrIVQrS license no digIts and state

Unknown Unknown

Social security no last digIts Unknown Social security no last digIts Unknown

Summons was personally served at or mailed to ddrass Summons was personally served at or mailed to adthss

20 Continued on Attachment 20

e3401 IRW JUIy12014l ASSTRACT OF JUDGMENTCIVIL Pgo ZotZ

AND SMALL CLAIMS

EXHIBIT PAGE 113

REC_514


Case ails-lhk-n4E-TA aatnnhl tfl411 1iThbt6i1Sift5 19DadMain Documenf 96age 116 of 127

EJ-OOI

tTORNY OR PARTY WThOUT ATTORNEY WORe dIaSi and 3000 B1wm004orrocordtna rotum to

PILLsBURY WINTHROP SHAWPI1TMAN LLP

THOMAS LORAN ill 98265/Jeffrey Jacobi 252884

Four ffmbaroadem Center 22nd Floor


TFL No 415 983-1000 FAXNa onA 415 983-1200

E-MAJLAOORreSOpllona

ATTORNEY JUDGMENT ASSIGNEE

FOR CREOTOR OF RECORD

oupraiog CoURTeR CAUF0RNIA C0UNTYOF Orange

BTREETAPDREI 700 CIvIc Center Drive West

AJUNGADnREs

DCC 2014049824412/09/2014

Customer Copy Label

The paper to which this label isaffixed has not been compared

with the flied/recorded document

Larry Uard

County of RiversideRssessor County Clerk Recorder

CrrA14D coa Santa Arm CA 92701

Total amount of judgment as entered or last renewed

$10396863.18

All judgment creditors and debtors are listed on this abstract

Judgmerlt entered on date October232014


jJ This Judgment is an Installment judgment

This abstract Issued on date12/05/2014

10 JAn execution lien iij attachment lien


Amount


11 stay otenforcement has


been ordered by the court efctlve until

date12 certify

that this is true and correct abstract of

the Judgment entered In this action

certlued copy of the judgment Is attaohed

Cle by_______________

0epuGalon

Poge ofl

coO of Chit Procedure se

674 70th ItO

BRNICH NAMe Central Justice Center FOR RECOROMS USS 0/IL

pLAINTIFF PassportManagement LLC

OEFENDAND Errand Olson et al

CASENUMR

0-2010-00346521

ASSTRACT OF JUDGMENTCIVILAND SMALL CLAIMS Amended

rnupriucwnnv

PursuanttoCaiifornia Government

The Judgment creditor assignee of record

applies for an abstract of Judgment and represents the following

JudgmentdebtQrs

Coda 68150fl the CterI of the

Courthereby certitlesthisdocumeit

accurately refiectstheofficlaicourt

Name and last known address record.The elecfronicsfgntire aid

1ThII Olson

20 Newport Center DrIve 11-624seal on lids document Pave the

same validity and legal force and

portBeach CA 92660 effect as an cflgfriat decks

signature and court seal California

Drlves license no last digltsj and state CA 8385 Unknown Governmantcode 68150gSocial security no dIgitsi 4190 Unknown

Summons or notIce of entry of sister-state judgment was personally sewed or mailed to name and address

Summons Served by personal Service on Jane Olson at 21155 Newport Coast Drive l4ewport Coast CA 92857

lnfomiatlon on additIonal judgment debtors Is IJ informatIon on additional Judgment creditors Is

shown on pegs shown on page

Judgment creditor name and address Original abstract recorded in this county

Passport Management LWOne Market St $teuart Tower SuIte 2200 Date

San Fmnclso CA 94106lnstrupNo

Date Qecember4 2014tiAoraThomas Loran Ill

TYpE oft PRINT HMIE SIGNA1UREOFAUCM1T OR ATTORNEY

ALM CMLSON Click oith Court

Form Adoplod for MrnuIoryuseJudlooICOunOlOCdIOrflJA

J-OOI July l2014J

ABSTRACT OF JUDGMENTCiviLAND SMALL CLAiMS

EXHIBIT PAGE 114

REC_515


Ca59 ais-fit-124-TA tlathfl7l HHSd1Q411th BI121Thht6 rtxG15 19Da9Main Documentof 9eage 117 of 127

PLAINTIFF

DEFENDANT

Passport Management LL.C

Erlend Olson at at

couRTcpsENo

aO-2010-00346521

NAMES AND ADDRESSES 0I ADDITIONAL JUDGMENT CREDITORS

13 Judgment creditor name end address 14 Judgment creditor name and adftess


INFORMATION ON ADDITIONAL JUDGMNtDE6TORS

1$ Name and last known address 17 Name and last Known address

Drivers license no last digIts and state Drivers license no Uast digIts end state

EJtJnknown EJUnknown

Social security no rlast dIgits Unknown Social security no Liast digIts Unknown

Summons was personally served at or mailed to addmss Summons was personally served at or mailed to address

is Name and last known address 19 Name and last known address

Drivers license no dIgits andeteto Drivers license no digits and state

Unknown Unknown

Social security no digits IJIJ Unknown Social security no Llast4 digits Li Unknown

Summons was personally sewed at or mailed to address Summons was personally sewed at or mailed to address


EJ.CO1 ABSTRACT OF JUDGMENTCIVIL Pago2 or2

AND SMALL cLAIMS

EXHIBIT PAGE 115

REC_516


PWFU1NY OR FNTT TF1VUJA IUiNtY NImI SnS end SttoSotnuaoav

ARotrooordbWUt SHAWPI1TMAN LLP

THOMAS LORAN III 95255 IJeftey Jacobi 252664Pow Embarcadero Center 22nd Floor


DEC 09 2014 202 PM

OFFICIAL RECORDSSAN DIEGO COUNTY RECORDERS OFFICE

Ernestj DronenburgJr COUNTY RECORDERFEES 22.00

25t42flTA abi5fl flbiQ411ThMain Documenf 99age 11

________________________________________________________

111111111111111

11111

11111

11111

III

11111

IIV

11111

11111

11111

IIU 101

TELNO 415 98310Q0 UoOpflonnt415 968-1200

EMfiJL ADDRESS Oplton$

ATTORNEY JUDGMENT ASSIGNEE

FOR OREDFTOR OFREORD

SUPERIOR COURT OP OAUPORNIA CDUNrYoP Orange

STREETADDRES$I 700 CIvic Center Drive West

MAJLIG ADDRESS

olnANDEpcooa Santa Ana CA 92701

ERMJOH NAMe Central Justice Center

PAGES

11

11

11

IIJDJIIJIiJIIit tIIIIOh11ff IOIIIIIIIIItIIDIE HID III 1111.1111

FOR RECOR0CR5 USEONIY

PLAINTIFF Passport Management LLC

DEFENDANT Eriond Olson et al

ABE NUMSER

O2010-00346521

ABSTRACT OF .JU DMENT..CIV1L rnunnngrmrmjAND SMALL CLAIMS EJ Amended

Pursuantto Calif ornia Government

The iJ Judgment creditor assignee of record Code 68150f the Clerk of The

applies for an abstract of Judgment end represents the following Courthereby certiflesthisdocumerd

Judgment debtors accurately refEectathe official courtName and last known address record.The etectrcnicsfgn.ature and

0äi Olson seat on this document tave the1220 Newport Center Drive 11-624 same valldlt and legal force ard

effect as an omglxal dories

PortBeach CA 92650

signature and court.seal Caflfon1a

Drivers iloense no last digits and state CA 6386 Unknown Covernment Code BalSOg

Social seourity no digIts 4190 Unknowii

Summons or notice oentxy of sister-state Judgment was prsonsi1y sewed or mailed to name and address

Summons Sewed by Personal Service on Jana Olson at 21155 Neort Qoast Drive Newport Coast CA 92657

Information on addItIonal Judg ment debtors is Information on additional Judgment creditors Is

shown on page shown on page

Judgment creditor name end address OrigInal abatreot reooied in thIs countyPassport Management LLC

One Market St $teuart Tower $ulte 2200 Date

San Franoisco CA 94105Ins No

Date Decelnber4 2014

Thomas Loran III

TYPE OR PRVT NAME SIGNATURE OFAFLIOANT OR ATTORNEY


$1039656316

AilJudgment credItors and debtors are listed on this abstraot

Judgment entered on date October 23 2014


fl This judgment Is an Installment judgment

lEE

ftZMCLSON Clubs lht Court

This abstract Issued cii date126t2O14

10 IflJAn Cexecutionlien aitsebment lIen


Amount


II stay of enforcement has


been ordered by the court effectIve until

date12 LXJ certIfy that this is true and correct abstract of

the Judgment entered in this action

certified copy of the Judgment Is attached

Clerk by_________

ABSTRACT OP JUDGMENTCMLDeputy

mi GalonPag org

OsulsoloM Pr000dwo eVelG%AND SMALL CLAIMS674 700.ItO

rormAdtplod tar MsidawyUseJudIslal CojncIlaI CaSfomlo

EJ.OO1 IRM July 2014J

EXHIBIT PAGE 116

REC_517


ais-k-I2eE-TA aain-71 F1HSH1Q4tEt BN1 2IThhtO rtt5 19a4Main Documentf 90age 119 of 127

PLAINTIFF Fassport Managenient LW COURTCASEN0$

DEFENDANT Erland Olson eta1 30-2010-00346521

NAMES ANtD ADDRESSES OF ADDITIONAL JUDGMENT CREDITORS

12 Judgment creditor name and address 14 Judgment oreditor name and address


INFORMATION ON ADDITIONAL JUDeMENT DEBTORS

16 Name arid lest known address 17 Name and last known addressnflJLDrivers license no last dlgIts and state Drivers license no last digIts and stats

Vnknown Unknown

Soolal security no Vast dlglts Unknown Social security no last dlIts Unknown

Summons was personally served at or mailed to address Summons was personally served at or mailed to address

18 Name arid last known address 19 Name and last known address

Drivers license no dlgltsj end state Drivers lIcense no last dIgits arid state

Unknown Unknown

SocIal security no dlgltep Unknown Social security no last dlgltsi Unknown


20 Continued on Atlaohment 20

EJ.Oo1 Roy Julyl 20i4 ABSTRACT OF JUDGMENTCIVIL P1u02 otZ

AND SMALL CLAIMS

EXHIBIT PAGE 117

REC_518


Caj5a-j24g6-TA aathwl iL24tt EthThtt6r1eIa51gDa95Main Documenlof 99age 120 of 127

EJ-00l

ATOEYORPNYYiTH0UTAflOPJflY Nome.oflfl ndStei Bet pimbojN.rmoorcinamithnr

PILLSBURY NTHROP SHAW PIUMAN LLP

THOMAS LORAN III 95268 fJeffrey Jacobi 252884Four Embarcadem Center1 22nd Floor


TEl Uo 415 983-1000 PM wa iap 415 983-1200

E.WLADOR$ OpUooa9

ATTOENE JUCOMENTFOR CREDiTOR

SUPERIOR 000RTOFQAUFORWA OONTY OF Orange

rRsETocRass 700 CIvic Center Olive West

MUIMOADPRE5S

OWYM4DZPCODE sarijeAna CA 92701


$10898883.15

All Judgment creditors and debtors are listed on this abstract

Judgment entered on date October 232014


Thtajudgrnentls an Installment judgment

EM CML$ON Uwfr of th Coixt

This abstract Issued on date12/06/2014

10 An 1J exeDiltion lien attachment lien

Is endorsed on the Judgment as follows

Aniount$

in favor of name and address

11 May of enforcement has


been ordered by the court effbctive until

date12 tJ certi that this isa true and correct abstract of

the judgment entered in this action

certifled copy of the judgment is attached

___ ___Clerk by ..._.2p..-- DeputyGitVànni Gala

code orcMl pmadweQ2074 7otgo

ASSIGNEE

SRMCH MMR Central Justice Center

Recorded in Official Records Orange CountyHugh Nguyen Clerk-Recorder

IIIIH III DI III22.oo

2014000530481 234 pm 12/091

62415A03F130.00 0.00 0.00 0.00 3.00 10.00 0.00 0.00

Fo gacoeom use ONLY

It

it

ll

PLAINTIFF Passport Management LLC CASE NUMXR

EFENDANT Erlend Olson at al 30-2010.00348521

ABSTRACT OF JUDGMENTCIVILAND SMALL CLAIMS Amended iuanttô California Govejarnent

The Judgment creditor assignee of record Code 881509 The Clerk of the

applies loran abstract of Judgment and represents the following .CourtherebycerUflesthisdocurnsntJudgment debtos accuately retlecthme offiàlal court

Name and last known address recorctThe electronicslgatureandFThÜ Olson Seal tn this documelit have the1220 Newport Center DrIve 11-824 seine validity and tegi force and

effect as an original clerics

çortBeach CA 92660

slgriatureand court seal California

Drivos license no Liast dlgIta and state CA 6385 Unknown Governtnent Code 6810gSocial security no last digltsJ 4190 Unknown

Summons or notice of enVy of sister-state Judgment was personally sewed or malted to name and addmas

Summons Served by Peraonai Service on Jana Olson at 21155 Newport Coast Drive Newport Coast CA 92657

LTJ Information on additional Judgment debtors Is information on additional Judgment creditors Is

shown on page shown on page

Judgment creditor name and adpmssPassport Management LW

EJ Original abalraot recorded in this county

One Market St $teuart Tower suIte 2200

Sen Francisco CA 84106

Date December 42014

Thomas Loran III

Date

bNo

._ftfl6 dc_-TYPE Oh PRINT NAME SIONMURE OpAPLcN4rogArrQ4gy

roan MwIod rMmdlIo1y use

Jut1IIcoundI0ICNfomls

E1.OOl iReii July 120141

ABSTRACT OF JUDGMENTCIVILAND SMALL CLAIMS

EXHIBIT PAGE 118

REC_519


Cae II5-1Uk-I24-TA llath$ 471 RH d1Q4tt IhLfirtëiü5 1YDa96Main Documentof 99age 121 of 127

PLAINTIFF Passport Management LLC cOURTcMENO

DEFENDANT Erlend Olson at at30-2010-00346521

NAMES AND ADDRESSES OF ADDrnONAL JUDGMENT CREDITORS

13. Judgment creditor name and address 14 Judgment creditor name and address

15 Continued on Attament 15

INFORMATION ON ADDITIONAL JUDGMENT DEBTORS

16 Name and last Known address 17 Nameand last Known address

Drivers license no last digltsj and stale Drivers license no past dIgits and state

Unknown Unknown

SocIal security no last digIts Unknown Social security no last digIts Unknown


15 Name and last known address 19 Memo and last Known address

Drlves lIcense no iast4 dIgilsi and state Drivers license no Vast dIgits and state

EJUnknown LJllnlcnown

Soolal securfly no last dIgits iJ Unknown Social security no last dIgitsj Unknown

Summons was personally óerved et or mailed to 8ddfvss Summons was personally served at or mailed to address

20 CJ Contlnuad on Attachment 20

EJqilRatJuhi2Ol1 ABSTRACT OF JUDGMENTCIVIL P9e2or2

AND SMALL CLAIMS

EXHIBIT PAGE 119

REC_520


Case 815-bk-12496TA Doc 517 Filed 12/15/16 Entered 12/15/16 150519 DeseMain Document Page 122 of 127

EXHIBIT

REC_521


CM/ECF U.S Bankruptcy Court v5.l LIVE Page of

Case 815-bk-12496-TA Doc 517 Filed 12/15116 Entered 12/15/16 150519 Desc


Central District of California

Claims Register

815-bk-12496-TA Jana Olson

Judge Theodor Albert Chapter

Office Santa Ana Last Date to file claims 04/19/20 16

Trustee Richard Marshack TR Last Date to file Govt 11/10/2015

Creditor 36392537Law Offices of Louis Khoury APCLouis Khoury Esq1801 Century Park Ste 2400


Claim NoOriginal Filed

Date 06/23/2015

Original Entered

Date 06/24/2015

Status

Filed by CREntered by Otoniel Gonsales

Modified

AmountMclaimedII$27584.2911

History

Details 06/23/2015 Claim filed by Law Offices of Louis Khoury APC Amount claimed

$27584.29 Gonsales Otoniel

1-1 legal services performed

Remarks

Creditor 36853337FRANCHISE TAX BOARDBANKRUPTCY SECTION MS A340P0 BOX 2952

SACRAMENTO CA 95812-2952


Date 01/28/2016

Original Entered

Date 01/28/2016

Status

Filed by CREntered by George Guido

Modified

AmountIcIaimedj$865.74I DII

Priority MclaimedII$170.65M DII

His tory

Details 01/28/2016 Claim filed by FRANCHISE TAX BOARD Amount claimed $865.74

Guido George

Description 2-1 Claim Filed

Remarks

Creditor 36914048American Express Centurion Bank

Becket and Lee LLP

P0 Box 3001

Malvern PA 19355-0701


Date 02/29/2016

Original Entered

Date 02/29/2016

Status

Filed by CREntered by Lynn Brown

Modified

History

Details 3-1 02/29/2016 Claim filed by American Express Centurion Bank Amount claimed

$3612.53 Brown Lynn

Description 3-1 CREDIT CARD

Remarks

EXHIBIT PAGE 120

https//ecf.cacb.uscourts.gov/cgi-binSearchClairns.pl632473393786958-L_1_0-1 12/15/2016

REC_522


CM/ECF U.S Bankruptcy Court v5.1 LIVE Page of

DescCase 815-bk-12496-TA Doc 517 Filed 12/15/16 Entered 12/15/16 150519Main Document Page 124 of 127

II II

AmountIjcIaimedI$3612.53M DII

History

Details 3-1 02/29/2016 Claim flIed by American Express Centurion Bank Amount claimed

$3612.53 Brown Lynn

Description 3-1 CREDIT CARD

Remarks

Creditor 36279738 Claim NoOriginal Filed

Date 04/15/2016

Status

Passport Management LLC

do Thomas Loran Ill EsqPillsbury Winthrop Shaw Pittman LL



Amount MdlaimedIl$11590628.98I1

11

10

SecuredMdlaimedI$1 1590628.9811 100

Original Entered

Date 04/15/2016

Filed by CREntered by Philip WardenModified

His tory

Details 4-1 04/15/2016 Claim filed by Passport Management LLC Amount claimed

$11590628.98 Warden Philip

Description

Remarks 4-1 Claim of not less than 11590628.98

Creditor 37032170 Claim No Status

Michael Weiss Original Filed Filed by CRWeiss Spees LLP Date 04/19/2016 Entered by Michael Weiss

1925 Century Park East 650 Original Entered Modified

Los Angles CA 90067 Date 04/19/2016

AmountMclaimedjI$166250.00II

1111

History

Details 5-1 04/19/2016 Claim filed by Michael Weiss Amount claimed $166250.00 WeissMichael

Description 5-1 Fees for legal services

Remarks

Claims Register Summary

Case Name Jana Olson

Case Number 8l5-bk-12496-TA

ChapterDate Filed 05/14/2015

Total Number Of Claims

EXHIBIT PAGE 121

https//ecf.cacb.uscourts.gov/cgi-binlScarchClaims.pl632473393786958-Lj_0- 12/15/20 16

REC_523


CMIECF U.S Bankruptcy Court v5.1 LIVE Page of

Case 815-bk-12496-TA Doc 517 Filed 12/15/16 Entered 12/15/16 150519 Dese


Total Amount Claimed

II$i 1788941.54

ITotal Amount AllowedIj

Includes general unsecured claims

The values are reflective of the data entered Always refer to claim documents for actual amounts

Claimed Allowed

Secured $11590628.98

Priority $170.65

AdministrativeM

PACER Service Center

Transaction Receipt

12/15/2016 134108

PACERILogin

mh40528703453976O I0itIcode

Description Claims RegisterSearch

Criteria

Is 5-bk- 12496-TAFiled or Entered

From 11/25/2010

Filed or Entered To

11/3/2017

IBillable

fluPagesCost 0.10

EXHIBIT PAGE 122

https//ecf.cacb.uscourts.gov/cgi-bin/SearchClairns.pl632473393786958-L10- 12/15/2016

REC_524



PROOF OF SERVICE OF DOCUMENT

am over the age of 18 and not party to this bankruptcy case or adversary proceeding My business address is

870 Roosevelt Irvine CA 92620

true and correct copy of the foregoing document entitled specify CHAPTER TRUSTEES MOTION FORORDER APPROVING COMPROMISE WITH CREDITOR PASSPORT MANAGEMENT LLC FOR ALLOWANCE OFSECURED CLAIM AND CARVE-OUT MEMORANDUM OF POINTS AND AUTHORITIES AND DECLARATION OFRICHARD MARSHACK IN SUPPORT will be served or was served on the judge in chambers in the form and

manner required by LBR 5005-2d and in the manner stated below

TO BE SERVED BY THE COURT VIA NOTICE OF ELECTRONIC FILING NEF Pursuant to controlling General

Orders and LBR the foregoing document will be served by the court via NEF and hyperlink to the document On dateDecember 15 2016 checked the CM/ECF docket for this bankruptcy case or adversary proceeding and determined that

the following persons are on the Electronic Mail Notice List to receive NEF transmission at the email addresses stated

below

Service information continued on attached page

SERVED BY UNITED STATES MAILOn date December 15 2016 served the following persons and/or entities at the last known addresses in this

bankruptcy case or adversary proceeding by placing true and correct copy thereof in sealed envelope in the United

States mail first class postage prepaid and addressed as follows Listing the judge here constitutes declaration that

mailing to the judge will be completed no later than 24 hours after the document is filed

INTERESTED PARTY VIA DEBTOR DEBTORPERSONAL DELIVERY JANA OLSON JANA OLSONWAYNE PHILIPS 220 NEWPORT CENTER DRIVE SANTA ANA COUNTY JAIL

WAYNE PHILIPS LAW UNIT 11-624 62 CIVIC CENTER PLAZA26060 ACERO STE 217 NEWPORT BEACH CA 92660 SANTA ANA CA 92702

MISSION VIEJO CA 92691 BOOKING NO 1600001675

JAIL NO 209678


SERVED BY PERSONAL DELIVERY OVERNIGHT MAIL FACSIMILE TRANSMISSION OR EMAIL state method

for each person or entity served Pursuant to F.R.Civ.P Sand/or controlling LBR on date ________________ served

the following persons and/or entities by personal delivery overnight mail service or for those who consented in writing to

such service method by facsimile transmission and/or email as follows Listing the judge here constitutes declaration

that personal delivery on or overnight mail to the judge will be completed no later than 24 hours after the document is

filed


declare under penalty of perjury under the laws of the United States that the foregoing is true and correct

December 15 2016 Layla Buchanan /s/ Layla Buchanan

Date Printed Name Signature

This form is mandatory It has been approved for use by the United states Bankruptcy Court for the central District of California

June 2012 901 33.1.PROOF.SERVICE

481 7-0153-7342

REC_525



TO BE SERVED BY THE COURT VIA NOTICE OF ELECTRONIC FILING NEF Cont

Frank Cadigan frank.cadiganusdoj.gov

Edward Hays ehaysmarshackhays.com ecfmarshackhaysgmail.com

Sarah Cate Hays [email protected] [email protected]

Doah Kim [email protected]

Richard Marshack TR [email protected] rniarshackiq7technoIogy.cam

Ashley Merlo [email protected] [email protected]

Lovee Sarenas [email protected] [email protected]

Ashley Teesdale [email protected] [email protected]

United States Trustee SA ustpregionl 6.sa.ecfusdoj.gov

Annie Verdries [email protected] [email protected]

Philip Warden [email protected]

thomas.loranpillsburylaw.com laura urtadopillsburylaw.com

@pillsburylaw.com

Gilbert Weisman [email protected]

Michael Weiss [email protected] [email protected]

This form is mandatory It has been approved for use by the United States Bankruptcy court for the central District of California

June 2012 901 33.1.PROOF.SERVICE

481 7-0153-7342

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C se 8:15-bk-12496-TA Doc 654 Filed 07/18/17 Entered07/18/17 15:43:22 Desc Main Document Page 1 of 28

1 D. EDWARD HAYS, #162507 [email protected]

2 LAILA MASUD, #311731 lmasud@marshackhays,com

3 MARSHACK HAYS LLP 870 Roosevelt

4 Irvine, CA 92620 Telephone: (949) 333-7777

5 Facsimile: (949) 333-7778

6 Attorneys for Chapter 7 Trustee, RICHARD A. MARSHACK

7

8

9


10 In re

CENTRAL DISTRICT OF CALIFORNIA - SANTA ANA DIVISION

Case No. 8:15-bk-12496-TA

11 JANA W. OLSON, Chapter 7

12 Debtor.

13

14

15

16

17

18

TRUSTEE'S MOTION FOR ORDER APPROVING COMPROMISE WITH THE OLSON CHILDREN'S IRREVOCABLE TRUST; MEMORANDUM OF POINTS AND AUTHORITIES; AND DECLARATION OF RICHARD A. MARSHACK IN SUPPORT

Date: August 8, 2017 Time: 11 :00 a.m. Ctrm: SB

19 TO THE HONORABLE THEODOR C. ALBERT, UNITED STATES BANKRUPTCY JUDGE,

20 THE OFFICE OF THE UNITED STATES TRUSTEE AND ALL INTERESTED PARTIES:

21 RICHARD A. MARSHACK, in his capacity as Chapter 7 Trustee ("Trustee") for the

22 bankruptcy estate ("Estate") of Jana W. Olson ("Debtor"), has reached an agreement to resolve

23 litigation claims arising from Debtor's transfers relating to an offshore trust in the Cook Islands

24 entitled the Pink Panther Trust as follows:

25 1. Summary of Argument

26 A bankruptcy court should approve a Chapter 7 trustee's proposed settlement of estate claims

27 if the compromise is fair and equitable. In this case, Debtor transferred to her minor children the

28 1

MOTION FOR APPROVAL OF COMPROMISE WITH CHILDREN'S TRUST

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C se 8:15-bk-12496-TA Doc 654 Filed 07/18/17 Entered 07/18/17 15:43:22 Desc Main Document Page 2 of 28

1 beneficial interest in an offshore trust valued at approximately $4.5 million. The Trustee alleged that

2 these transfers were fraudulent because Debtor made them within weeks after being sued by Passport

3 Management, LLC, and because her children did not provide any reasonably equivalent value in

4 exchange for acquiring their interests in the offshore trust. Trustee now seeks to settle these

5 fraudulent transfer claims pursuant to a written agreement signed by the guardian ad !item appointed

6 by this Court to act as the representative of the children. Under the tem1s of the compromise, the

7 guardian settled a new trust in California for the benefit of the children entitled the Olson Children's

8 Inevocable Trust dated June 16, 2017 ("Children's Trust"), and cooperated in requesting that the

9 offshore trustee transfer all remaining funds from the Pink Panther Trust to this new tlust. Upon

10 receipt of $4,342,149.82 from the Pink Panther Trust, the Children's Trust immediately transfeITed

11 $3,377,324.13 to the Trustee for the benefit of creditors. Subject to Court approval, Trustee has

12 agreed to allow the Children's Trust to retain the remaining $964,825.69 for the benefit of the

13 children (and not either of their parents). The Trustee believes that this proposed settlement is in the

14 best interests of the estate because the funds never would have been repatriated without the full

15 cooperation of the Children's Trust.

16 2. Statement of Facts

17 On May 14, 2015, Debtor filed a voluntary petition under Chapter 7 of Title 11 of the United

18 States Bankruptcy Code. Richard A. Marshack is the duly appointed and acting Chapter 7 Trustee of

19 the Estate.

20 Prior to bankruptcy, Debtor self-settled the Miyim Cook Islands Trust dated 2009 ("Trust").

21 Debtor testified that the Trust was funded with $4.6 million. Originally, Debtor was the settlor and

22 sole beneficiary. In 2011, Debtor transfeITed her beneficial interest in the Trust to her two minor

23 children for no consideration. Immediately prior to bankruptcy, Debtor changed the name of the

24 Trust to the Pink Panther Trust and falsely stated in her Schedules that the trust was "defunct and

25 defunded."

26 I I I

27

28 2

MOTION FOR APPROVAL OF COMPROMISE WITH CI-IILDREN'S TRUST

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1 Trustee contended that Debtor's creation and funding of this self-settled trust was avoidable

2 pursuant to 11 U.S.C. § 548(e) ["the trustee may avoid any transfer of an interest of the debtor in

3 property that was made on or within 10 years before the date of the filing of the petition, if-

4 (A) such transfer was made to a self-settled trust or similar device"]. Furthermore, even if Debtor's

5 original transfers in connection with the funding of the trust were not avoidable, Trustee contended

6 that Debtor's transfer of her beneficial interest to her children was avoidable as an actually and/or

7 constructively fraudulent transfer. Specifically, Debtor made these transfers to her children within

8 several weeks after being sued by what is now her largest creditor, Passport Management, LLC.

9 During the course of Debtor's bankruptcy, she was ordered to repatriate the funds from the

10 Cook Islands. After failing to bring the money back, Debtor was found in civil contempt and was

11 incarcerated for more than one year. In order to obtain turnover of the funds from the Cook Islands,

12 the Trustee determined that it was necessary to seek the cooperation of Debtor, her former spouse

13 Erlend Olson, and a court-appointed guardian for the children. After obtaining the signed written

14 consent of these parties on documents which had been preapproved by the offshore trustee,

15 $4,342,149.82 was returned from the Cook Islands.

16 To avoid having to sue Debtor's children alleging that they were recipients of fraudulent

17 transfers (which the United States Supreme Court in Husky has dete1mined are debts that cannot be

18 discharged), to preclude the possibility that the funds would never be returned, and to heed the

19 Court's repeated admonitions about finding a solution that resulted in Debtor purging her contempt,

20 the Trustee decided that the best solution was to enter the proposed settlement.

21 On July 5, 2017, $4,342,149.82 was received by the Children's Tlust from the Pink Panther

22 Trust. Of that amount, $3,377,324.13 was transferred to the Trustee for the benefit of the Estate. The

23 compromise provides that the remaining $964,825.69 will be retained by the Children's Trnst for the

24 benefit of the children (but not either of their parents). On July 7, 2017, Debtor was released from

25 the custody of the United States Marshal Service.

26 While the Trustee would have preferred to receive the full benefit of all funds for the benefit

27 of creditors, he decided that the proposed compromise was the best way to proceed to ensure that

28 3


REC_536



1 creditors received a substantial benefit from the offshore funds and that the estate did not incur

2 further administrative expenses in attempting to avoid the transfers as fraudulent and to secure

3 turnover from the Cook Islands.

4 3. Details of the Compromise

5 The following is a summary of the terms of the agreement ("Agreement") between the

6 Trustee and the Children's Trust. 1 Subject to Bankruptcy Court approval, the Parties agree as

7 follows:

8 A. Barret, in his capacity as guardian ad !item for the Children, agrees that all

9 transfers of property by Debtor to the Children are avoided, recovered by, and

10 preserved for the benefit of Debtor's bankruptcy estate. Immediately upon

11 execution of this agreement, Barret shall request that all property transferred

12 to the Children by Debtor be deposited into the Settlement Escrow Account

13 related to the Children's Trust including instructing the Trustee of the Pink

14 Panther Trust to transfer all of the funds and assets owned by Pinlc Panther

15 Trust (the "Pinlc Panther Trust Funds") for deposit into the Settlement Escrow

16 Account maintained by Douglas, as trustee of the Children's Trust, at UBS.

17 BaiTet and Douglas agree that all funds received by the Settlement Escrow

18 Account or the Children's Trust that must be distributed to the Trustee

19 pursuant to this agreement is property of Debtor's banlcruptcy estate and will

20 be held in trust for the benefit of Trustee until such funds are received by

21 Trustee. Barret and Douglas aclmowledge and agree that the spendthrift

22 provisions of the Children's Trust are not intended to, and do not, relate to

23 their obligation under this agreement to distribute funds to Trustee.

24 B. Within one business day after funds are received and become available for

25 withdrawal from the Settlement Escrow Account, including funds received

26

27 1 All interested parties are advised to consult the Agreement attached as Exhibit "l" for all terms and

28 conditions. The statements contained here are only a summary. 4


REC_537



1 from the Pink Panther Trust, Douglas shall:

2 a. Distribute to Trustee 77. 78% of all funds and retain

3 22.22%; and

4 b. Distribute to Trustee 100% of all funds after retained

5 funds reach One Million Dollars ($1,000,000.00).

6 C. Upon entry of a final, non-appealable order by the bankruptcy court approving

7 this compromise, Douglas may access retained funds which will then become

8 subject to the tenns of the Children's Trust. Such funds shall not constitute

9 property of Debtor's bankruptcy estate.

10 D. The waivers and releases under this agreement are limited in nature and

11 extend only as follows:

12 Erland waives and releases any and all claims to establish right, title

13 to, and interest .in any funds transferred by Debtor to the Children

14 including all Pink Panther Trust Funds. Erlend further acknowledges

15 that, since prior to the creation of the Miyim Trust in 2009, he has not

16 had any beneficial ownership in any funds held by the Pink Panther

17 Trust Funds.

18 E. The Trustee has not released any claims to any other assets in which Debtor

19 has an interest or which she may have fraudulently transferred.

20 The Trustee seeks approval of the settlement set forth in the Agreement pursuant to

21 Rule 9019 of the Federal Rules of Bankruptcy Procedure ("FRBP").

22 4.

23

Legal Authority

A. The Court May Approve a Settlement of a Pending Controversy

24 It is well-established that a compromise should be approved if it is "in the best interest of the

25 estate ... and is fair and equitable for the creditors." Schmitt v. Ulrich (In re Schmitt), 215 B.R. 417,

26 424 (B.A.P. 9th Cir. 1997); ATKN Company v. Guy F. Atkinson Company of California (In re Guy

27 F. Atkinson Company), 242 B.R 497, 502 (B.A.P. 9th Cir. 1999) ("At its base, the approval of a

28 5


REC_538



1 settlement tums on the question of whether the compromise is in the best interest of the estate.") The

2 standards to be applied to the approval of a settlement include:

3 1) the probability of success of the litigation on its merits;

4 2) the difficulties in collection on a judgment;

5 3) the complexity of the litigation involved; and

6 4) the expense, inconvenience or delay occasioned by the litigation, and the interest of

7 creditors.

8 In re A & C Properties, 784 F.2d 1377, 1380-81 (9th Cir. 1986), cert. den., Martin v. Robinson, 479

9 U.S. 854, 107 S.Ct. 189 (1989).

10 Although the Court is to consider the range ofresults in the litigation, "the court's assessment

11 does not require resolution of the issues, but only their identification, so that the reasonableness of

12 the settlement may be evaluated" (emphasis added). In re Hermitage Inn, Inc., 66 Ban1a. 71, 72

13 (Ban1a. D. Colo. 1986). Moreover, it is not the ban1auptcy court's responsibility to decide the

14 numerous questions of law and fact with respect to the merits of the litigation, but rather to "canvas

15 the issues and see whether the settlement falls below the lowest point of the range of

16 reasonableness." In re Heissinger Resources Ltd., 67 Ban1a. 378,383 (C.D. Ill. 1986).

17 The Agreement provides an expedient and cost effective resolution to the Estate's claims

18 against the children to avoid and recover Debtor's transfers of funds to, and her interest in, the Pink

19 Panther Trust. This settlement represents prudent business decisions made knowingly and

20 voluntarily by each party so that the Parties may put these disputed issues behind them. Continued

21 litigation would be costly and would delay any distribution to creditors.

22 i. The Probability of Success

23 The probability of success element weighs in favor of approving the compromise. While the

24 Trustee is confident that the Estate's position is well-founded and that the subject transfers could be

25 avoided, there is always a risk ofloss in litigation. Additionally, due to the cost that has already been

26 incurred in seeking to obtain the funds in the Pin1c Panther Trust, continued litigation would not be in

27 the best interest of the Estate. In order to avoid the risk of an unfavorable outcome, to minimize

28 6


REC_539



1 administrative costs, and to expedite the process of making distributions to creditors, the Trustee has

2 exercised his business judgment by deciding to enter the proposed Agreement.

3 ii. Difficulties in Collection

4 The difficulty in collecting on a judgment any judgment obtained by the Trustee weighs in

5 favor of approving the compromise. The Trustee has been attempting to obtain turnover of the funds

6 in the Pink Panther Trust since first discovering them through rigorous examination of Debtor. To

7 date, the difficulties in obtaining the funds have proven costly. Lastly, the laws of the Cook Islands

8 would have made enforcement of a judgment (in the absence of a settlement) extremely difficult to

9 obtain the funds.

10 iii. Complexity of Litigation

11 Should further litigation have been necessary, Trustee believes that while the legal issues

12 regarding avoidance of the transfers were not substantively complex, enforcement of a judgment of

13 the United States in the Cook Islands would have been extremely complex. In sum, there was no

14 certainty that the result from continued litigation would be more beneficial than the proposed

15 compromise. The Trustee has therefore detern1ined that settlement was appropriate.

16 iv. Expense, Inconvenience, and Delay

17 To prevail on the subject avoidance actions and then to enforce the resulting judgment would

18 have required the Estate to expend substantial additional resources with no guarantee of success.

19 Additionally, continued litigation would have resulted in substantial additional delays. Lastly, there

20 was a risk that the Court would have ordered Debtor's from incarceration prior to obtaining turnover

21 of the funds. If this were to have occurred, Trustee had substantial concerns that Debtor would have

22 interfered with efforts to repatriate the funds like she did previously in sending the "crucifixion" e-

23 mail.

24 B. The Settlement is Fair and Equitable and Should be Approved

25 The Trustee believes that the Agreement is fair and reasonable and in the best interest of the

26 Estate for at least the following reasons:

27

28

1. The settlement resolves all litigation against Debtor's children regarding the funds

7 MOTION FOR APPROVAL OF COMPROMISE WITH CHILDREN'S TRUST

REC_540



1 received from the Pink Panther Trust, thereby reducing litigation expenses;

2

3

2.

3.

The settlement avoids the risk of never obtaining turnover of the funds;

The settlement is a reasonable compromise given the Trustee's assessment of issues

4 related to the case; and

5 4. Resolving this dispute in the proposed manner will result in the Estate maximizing

6 . limited res?urces for the benefit of creditors by avoiding unnecessary litigation costs.

7 The Trustee has therefore detennined, in his sound business judgment, that the proposed

8 settlement as memorialized in the Agreement represents a reasonable compromise which minimizes

9 the risk and costs of litigation. Unless the Court finds that Trustee has abused his discretion in

10 entering the proposed settlement, the compromise should be approved.

11 C. Service of the Notice and Motion was Proper

12 Notice of a proposed compromise must be given to all creditors, the United States Trustee,

13 the debtor, and indenture trustees as provided in FRBP 2002, and to any other entity as the court may

14 direct. See Rule 9019(a) of the Federal Rules of Bankruptcy Procedure. In this case, the Trustee has

15 served the following parties:

16

17

1.

2.

All creditors that were scheduled or that filed claims;

The parties to the state court action that is being settled and claimants that filed liens

18 in that pending action;

19

20

21 / / /

22 I I I

23 I I I

24 I I I

25 I I I

26 I I I

27 / / /

28

3.

4.

The Office of the United States Trustee; and

The Debtor.

8 MOTION FOR APPROVAL OF COMPROMISE WITH CHILDREN'S TRUST

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1 5. Conclusion

2 For the reasons stated above, the Tmstee requests that the Court approve the settlement and

3 authorize the Tmstee to take the steps necessary to consummate the Agreement.

4

5

6

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DATED: July 18, 2017 MARSHACK HAYS LLP

Isl D. Edward Hays By: _______________ _

9

D.EDWARDHAYS LAILAMASUD Attorneys for Chapter 7 Tmstee, RICHARD A. MARSHACK


REC_542


Case 8:15-bk-12496-TA Doc 654 Filed 07/18/17 Entered 07/18/17 15:43:22 Desc

1

2

3

4


Declaration of Richard A. Marshack

I, Richard A. Marshack, declare as follows:

1. I am the Chapter 7 trustee ("Trustee") for the bankruptcy estate ("Estate") of Jana W.

5 Olson ("Debtor").

6

7

2.

3.

I am an individual over 18 years of age and competent to make this Declaration.

I have personal knowledge of the matters set fmih in this Declaration, and if called

8 upon to do so I could and would competently testify to these facts, as to other matters I have

9 know ledge based on information and belief.

10 4. I make this declaration in suppmi of my motion to approve a settlement agreement

11 ("Agreement") with the Olson Children's Trust. A true and correct copy of the Agreement is

12 attached as Exhibit "l."

13 5. On May 14, 2015, Debtor filed a voluntary petition under Chapter 7 of Title 11 of

14 the United States Bankruptcy Code.

15 6. During my administration of this case, I learned that prior to bankruptcy, Debtor

16 self-settled the Miyim Cook Islands Trust dated 2009 ("Trust"). Debtor testified that the Trust was

17 funded with $4.6 million. Originally, Debtor was the settlor and sole beneficiary. In 2011, Debtor

18 transferred her beneficial interest in the Trust to her two minor children for no consideration.

19 Immediately prior to bankruptcy, Debtor changed the name of the Trust to the Pink Panther Trust

20 and falsely stated in her Schedules that the trust was "defunct and defunded."

21 7. I contended that Debtor's creation and funding of this self-settled trust was avoidable

22 pursuant to 11 U.S.C. § 548( e) ["the trustee may avoid any transfer of an interest of the debtor in

23 property that was made on or within 10 years before the date of the filing of the petition, if-

24 (A) such transfer was made to a self-settled trust or similar device"]. Furthermore, even if Debtor's

25 original transfers in connection with the funding of the trust were not avoidable, I contended that

26 Debtor's transfer of her beneficial interest to her children was avoidable as an actually and/or

27 constructively fraudulent transfer. Specifically, Debtor made these transfers to her children within

28

8 MOTION FOR APPROVAL OF COMPROMISE UNDER RULE 9019

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Case 8:15-bk-12496-TA Doc 654 Filed 07/18/17 Entered 07/18/1715:43:22 Desc Main Document Page 11 of 28

1 several weeks after being sued by what is now her largest creditor, Passport Management, LLC and

2 her children did not provide any reasonably equivalent value.

3 8. During the course of Debtor's bankruptcy, she was ordered to repatriate the funds

4 from the Cook Islands. After failing to bring the money back, Debtor was found in civil contempt

5 and was incarcerated for more than one year. In order to obtain turnover of the funds from the Cook

6 Islands, I determined that it was necessary to seek the cooperation of Debtor, her fornier spouse

7 Erlend Olson, and a court-appointed guardian for the children. After obtaining the signed written

8 consent of these parties on documents which had been preapproved by the offshore trustee,

9 $4,342,149.82 was returned from the Cook Islands.

10 9. To avoid having to sue Debtor's children alleging that they were recipients of

11 fraudulent transfers (which the United States Supreme Court in Husky has detern1ined are debts that

12 cannot be discharged), to preclude the possibility that the funds would never be returned, and to

13 heed the Court's repeated admonitions about finding a solution that resulted in Debtor purging her

14 contempt, I decided that the best solution was to enter the proposed settlement.

15 10. On July 5, 2017, $4,342,149.82 was received by the Children's Trust from the Pink

16 Panther Trust. Of that amount, $3,377,324.13 was transferred to me for the benefit of the Estate.

17 The compromise provides that the remaining $964,825.69 will be retained by the Children's Trust

18 for the benefit of the children (but not either of their parents).

19 11. On July 7, 2017, Debtor was released from the custody of the United States Marshal

20 Service.

21 12. While I would have preferred to see the Estate receive the full benefit of all funds

22 returned from the Cook Islands, I decided that the proposed compromise was the best way to

23 proceed to ensure that creditors received a substantial benefit from the offshore funds and that the

24 estate did not incur fu1iher administrative expenses in attempting to avoid the transfers as fraudulent

25 and to secure turnover from the Cook Islands.

26 13. The guardian ad litem appointed by this Court for the benefit of the children is

27 Debtor's father, Barry Weekes. The Children's Trust settled by Barry Weekes names Debtor's

28


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Case 8:15-bk-12496-TA Doc 654 Filed 07/18/17 Entered 07/18/17 15:43:22 Desc Main Document Page 12 of 28

1 brother, Doug Weekes, as Trnstee. Both Doug and Barry were extremely cooperative during the

2 process of reaching a settlement and obtaining turnover of the funds. Both expended substantial

3 personal time and resources in negotiating an agreement that avoided my need to sue the children

4 (which also required the creation and operation of the Children's Trust). This proposed compromise

5 also resulted in the return of the funds and Debtor's release from incarceration.

6 I declare under penalty of perjury that the foregoing is true and correct, and that this

7 declaration is executed on July 18, 2017, at Mammoth Lakes, California.

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?'12 k ',N/ I t RICHARD A. MARSHACK


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EXHIBIT 1

REC_546



SETTLEMENT AGREEMENT AND RELEASE

This Settlement Agreement and Release (the "Agreement") is made and entered into as of June 17, 2017, by and among Richard A. Marshack ("RAM"), solely in his capacity as the chapter 7 trustee of the bankruptcy estate of Jana Weekes Olson; Douglas Weekes ("Douglas"), solely in his capacity as the t1ustee of The Olson Children Irrevocable Trust dated June 17, 2017 ("Children's Trust"); Bam1t Weekes ("Barret'') solely in his capacity as the truster of the Children's Trust and guardian ad !item of the Children (as defined below); and Erlend M. Olson ("EMO"), individually a "Party" and collectively, "Parties").

RECITALS

This Agreement is made with reference to the following:

A. Jana Weekes Olson ("JWO") is the debtor in that certain bankruptcy case now pending in the United States Bankruptcy Court Central District of California (the "Court"), as Case No. 8: 15-bk-12496-TA;

B. The Parties understand that JWO settled the 2009 MIYIM Cook Islands Trust which later changed name to the "Pinl( Panther Trust Cook Islands Trust" ("PPT");-

C. JWO made cetiain transfers to the minor children of EMO and JWO ("Children") including naming them as primary beneficiaries of the PPT Trust;

D. JWO purports to be the settlor of the PPT and was its initial sole beneficiary;

E. EMO claims that the funds in the PPT were taken from him by JWO without his consent and that he has unadjudicated claims to such funds. The other Parties to this agreement dispute such claims;

F. RAM claims that all funds transferred by JWO to the Children including the funds in the PPT belong to JWO's bankruptcy estate or that any rights of the Children to such funds are subject to avoidance and recovery as fraudulent transfers;

G. Barret is the father of JWO, guardian ad !item for the Children, and trustor of the Children's Trust;

H. Douglas is trustee of the Children's Trust;

I. The Parties enter this agreement with the intention of working together for the purpose of the Children's Trust obtaining possession of all funds and property transferred by JWO to the Children including the funds held in the PPT; and .

J. Upon receipt of funds by the Children's Trust, this agreement resolves the competing claims of ownership to such funds.

To avoid additional attorneys' fees, the uncertainties, costs and burdens oflitigation, and without admitting the truth of any claims or allegations, the Patiies now wish to settle their

)~-1(13~ RM -1 EO -1 DW n2 . . . ·1-,w· ·- . . -·---·-.

""1:'lbvl

EXHIBIT 1, PAGE 11

REC_547



claims to the funds in the PPT, and certain claims against each other pursuant to the terms of this Agreement and the performance of the obligations contained herein.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals, each of which is incorporated into this Settlement Agreement, and the mutual covenants, conditions, promises and agreements contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereby agree as follows:

1. Court Approval of this Settlement Agreement. The effectiveness of the consideration provided by the Trustee pursuant to this Agreement is contingent upon the Court entering an order approving it. Failure of the Court to approve this Agreement shall render such provisions void and without effect. The date that the Court enters its order approving this Agreement shall be referred to as the "Effective Date."

2. Transfer of Assets to the Children's Trust. Barret, in his capacity as guardian ad /item for the Children, agrees that all transfers of property by JWO to the Children are avoided, recovered by, and preserved for the benefit of JWO's bankruptcy estate, Immediately upon execution of this agreement, Barret shall request that all property transferred to the Childre·n by JWO be deposited into the Settlement Escrow Account related to the Children's Trust including instructing the Trustee of the PPT to transfer all of the funds and assets owned by PPT (the "PPT Funds'') for deposit into the Settlement Escrow Account maintained by Douglas, as trustee of the Children's Trust, at UBS. Barret and Douglas agree that all funds received by the Settlement Escrow Account or the Children's Trust that must be distributed to RAM pursuant to this agreement is property of JWO' s bankruptcy estate and will be held in trust for the benefit of RAM until such funds are received by RAM. Barret and Douglas acknowledge and agree that the spendthrift provisions of the Children's Trust are not intended to, and do not, relate to their obligation under this agreement to distribute fonds to RAM.

3, Disbursement of Funds from the Settlement Escrow Account to RAM. Within one business day after funds are received and become available for withdrawal from the Settlement Escrow Account, including funds received from the PPT, Douglas shall:

a. Distribute to RAM 77.78% of all funds and retain 22.22%; and

b, Distribute to RAM 100% of all funds after retained funds reach One Million Dollars ($1,000,000.00).

4. Disbursement of Funds from the Settlement Escrow Account to Children's Trust. Upon entry of a final, non-appealable order by the bankruptcy court approving this compromise, Douglas may access retained funds which will then become subject to the terms of the Children's Trust. Such funds shall not constitute property of JWO's bankruptcy estate.

5. Waivers and Releases. The waivers and releases under this agreement are limited in nature and only extend as follows:

a. By RAM: Upon receipt of all funds required to be distributed to RAM as set fo1th in paragraph 3 and the Effective Date, (i) RAM waives and releases any and all right, title to, and interest in the PPT Funds retained by Douglas for the Children's Trust; and (ii) releases any fraudulent transfer claims against the Children arising from transfers received from JWO;

.J*"~i RM_/ EO _/ DW ~ . . .. ·r, w . " . . -·- -- ,_ ' -e~

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b. By the Children, through Douglas and Barret in their capacities as guardian ad !item and as trustor and trustee of the Children's Trust: The Children, Douglas, and Barret waive and release any and all right, title to, and interest in funds received by the Children from JWO that are due to RAM under this agreement; and

c. By EMO: EMO waives and releases any and al) claims to establish right, title to, and interest in any funds transferred by JWO to the Children including all PPT Funds. EMO further aclmowledges that, since prior to the creation of the Miyim Trust in 2009, he has not had any beneficial ownership in any funds held by the PPT Funds. This waiver shall not preclude EMO from seeking allowance of an administrative claim against the bankruptcy estate from funds recovered by the Trustee from the PPT to the extent provided in the Joint Prosecution Agreement approved by the Court on July 7,2016.

6. Limited Release. Except with respect to the rights and obligations created by this Agreement, the Parties hereby release and forever discharge the other Parties and their heirs, successors, assigns, shareholders, members, officers, attorneys, trustees, and personal representatives from any and all claims, demands, debts, duties, obligations, promises, liabilities, indemnities, contributions, recoupments, amounts, disgorgements, damages, -accounts, payments, acts, costs, expenses, sums of money, suits, actions or causes of action of whatever kind or nature, in law, equity or otherwise, which they may have ever have had prior to the Effective Date with respect to any claim, right, charge, lien, or other interest in and to funds transferred or purportedly transferred by JWO to the Children whether known or unknown, matured or umnatured, suspected or unsuspected including the PPT Funds. This release is not intended to be a general release of any kind, and it extends only to claims arising from funds transferred by JWO to the Children including funds in the PPT Trust.

7. No Frustration of Purpose. Each of the Parties represents and warrants that it has not taken and will not take any action, which would tend to defeat the intent, purposes or provisions of this Agreement. Each of the Parties represents and warrants that it has no present intent to pursue any further claims concerning the Released Claims.

8. Ambigµity. Each Party acknowledges and represents that it has participated in the drafting of this Agreement. In construing and interpreting this Agreement, no provision shall be construed or interpreted against any particular Party because such provision, or the Agreement as a whole, was purportedly drafted or requested by that Party or its counsel.

9. Enforcement of This Agreement. Any action to resolve a dispute over the enforcement or interpretation of this Agreement shall be resolved by the Bankruptcy Court in JWO's bankruptcy case. Each Party consents to jurisdiction and venue of the Bankruptcy Court to resolve any such action.

10. General Provisions

a. Covenant not to Sue. The Parties covenant not to sue each other or pursue · any legal action inconsistent with the terms of this agreement including with respect to the PPT Funds.

b. No Admission of Liability. This agreement affects the settlement of claims that are disputed by the Parties. Except as set forth herein, nothing contained in this agreement is intended as or shall be construed as an admission by any Party of any liability of any kind, with respect thereto. It

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EXHIBIT 1, PAGE 13

REC_549



C.

d.

e.

f.

g.

h.

i.

j.


is expressly understood and agreed that this agreement is being made solely for the purpose of avoiding the expense and inconvenience of litigation of the matters described herein.

Authorization. Each of the individuals who are executing this Agreement represents and wan-ants that it, he, or she has the legal authority to execute and deliver this Agreement on behalf of himself or herself. Further, any individual signing this Agreement on behalf of another party represents and warrants that they have the capacity and authority to do so.

Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the respective Parties hereto, their respective legal successors, heirs, administrators and assigns, and each of them.

Governing Law and Construction. This Agreement shall be construed under and shall be governed by Title 11 of the United States Code with respect to the rights of the bankruptcy estate and the laws of the State of California with regard to contractual provisions. The provisions of this agreement shall be construed according to their common meaning and not strictly for or against any party.

Severability. Whenever possible, each provision of this agreement shall be interpreted in such manner as to be effective and valid under all applicable laws and regulations. If, however, any provision of this agreement shall be prohibited by or invalid under any such law or regulation in any Jurisdiction, it shall, as to such jurisdiction, be deemed modified to conform to the minimum requirements of such Jaw or regulation, or, if for any reason it is not deemed so modified, it shall be ineffective and invalid only to the extent of such prohibition or invalidity without affecting the remaining provisions of this agreement, or the validity or effectiveness of such provision in any other jurisdiction.

Title and Captions. The Parties have inserted the section and paragraph titles in this Agreement only as a matter of convenience and for reference, and the titles in no way define, limit, extend, or describe the scope of this agreement or the intent of the Parties in including any particular provision in this agreement.

Further Assurances. The Parties, and each of them, agree without further consideration to execute and deliver such other documents and to take such other action as may be necessary to consummate the purposes of this agreement.

Time is of the Essence. The Parties agree that time is of the essence with regard to the provisions of this agreement and that it is of the utmost importance that all of the obligations hereunder be fully performed in stnct accordance with the dates and times set forth herein.

Entire Agreement. This agreement sets forth the entire understanding of the parties in connection with the subject matter hereof, None of the parties hereto has made any statement, representation or warranty in connection herewith which has been relied upon by any other party hereto or which has been an inducement for any party to enter into this agreement, except as expressly set forth herein. It is expressly understood

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and agreed that this agreement may not be altered, amended, modified, or otherwise changed in any respect whatsoever except by a writing duly executed by authorized representatives of the parties hereto. The Parties agree that they will make no claim at any time that this agreement has been altered or modified or otherwise changed by oral communication of any kind or character.

k. Cumulative Remedies. Any specific right or remedy set forth in this agreement, legal, equitable or otherwise, shall not be exclusive, but shall be cumulative with all other rights or remedies set forth herein or allowed or allowable by law.

I. Recitals. The recitals set fmih at the beginning of this agreement are incorporated into this agreement by this reference and this agreement shall be interpreted with reference to such recitals. In the event of litigation concerning the interpretation or enforcement of this agreement, the Recitals set forth above shall constitute _admissions by each of the Parties.

m. Counterparts. This agreement may be executed in two or more counterparts, each of which will be an original, and all of which shall constitute an agreement.

n. Electronic Signatures. The Parties shall be bound by their affixed signatures hereto which may be transmitted by facsimile or electronic mail (in .pdf format) as if such signatures were original "ink" signatures, in which case each one shall constitute an original.

IN WITNESS WHEREOF, the Parties have executed this Settlement Agreement as of the date set forth above.

Ric ard A. Marshack, solely in his Capacity as eekes, solely in his capacity as the the Chapter 7 Trustee of the Bankruptcy Estate trustee o The Olson Children Irrevocable of Jana Weekes Olson Trust dated June 17, 2017

Erlend M. Olson

s.r ...

Barret Weekes, solely in his capacities as trustor of The Olson Children Irrevocable Trust dated June 17, 2017, and as guardian ad !item for the Children

EXHIBIT 1, PAGE 15

REC_551



CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189

A notary public or other officer completing this certificate verifies only the identity of the Individual who signed the document to which this certificate Is attached, and not the truthfulness, accuracy, or validity of that document.

who proved to me on the basis of satisfactory evidence to be the person{sr whose name(s)-ls/ai:esubsprlbed to the within Instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(res}, and that by his/her/thetrsignature(e) on the instrument the person(s}, or the "entity upon behalf of which the person(a) acted, executed the instrument.

CHANEL MENDOZA Commission # 2033111

j Notary Public - Qalilornia ~ z Orange County :!!

J. h. ~ ,MH0T'2Jxgirzs1~1Hi11l

Place Notary Seal Above

I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

-----------------OPTIONAL---------------Though this section is optional, completing this information can deter alteration of the document or

fraudulent reattachment of this form to an unintended document.

Description of Attached Doc~e9y / . / ~ / _/ 4 / Title or Type of Document: C...,..J'.;'~e>vt±= ~c'bt1&7;':,{e??L ~ Document Date: . Number of Pages: ____ _

Signer(sf Other Than l'(J-arrrecl--A~------------------. Capacity(ies) Claimed by Signer(s) ---.._ Signer's Name:____________ slar11 Sig er./s.,Name: ___________ _ D Corporate Officer - Title(s): _______ D Corporate'0fti.Q_er - Tltle(s): ______ _ D Partner - D Limited D General D Partner - D Llmttei;L_ D General D Individual D Attorney In Fact D Individual D Atto'l'rl~in Fact D Trustee D Guardian or Conservator D Trustee D Guardian""'b onservator D Other:______________ D Other:-------------'-----Signer Is Representing: _________ Signer Is Representing: -------.._,....-

~~~~

©2016 National Notary Association· www.NatlonalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item t/5907

EXHIBIT 1, PAGE 16

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CALIFORNIA ALL~PUIRPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189

• A notary public or other officer completing this certificate verifies only the identity of the Individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of Californ/a ,

County of A-JaMec,lc..:... ) on O(:, /zo /2-0 ( 7 before me0?J'11C\l( \-fo.J t. 7 . Vl10 vtls KJ qy

Date . Here /nse Name and Title of the Offlcer--p U b ( 1 (_ personally app~ared To l ~ I Ct S, IA) e,e,. l(.e S ~

. Na;,e(s)ofS~ ~

who proved to me on the basis of satisfactory evidence to be the person~· whose namelsl' is/~ ·subscribed to the within Instrument and acknowledge.9 to_;ne that he/~/tpey executed thls'ame in his/h~r1th(% authorized capacity(l;,s)', and that by his/h,ef/t~r signature~on tHe instrument the person~ or the entity upon behalf of whidh the persony-f acted, executed the Instrument.

PATRICIA HAYES EDMONDS Commission# 21354.10

i Notary Public • California ~ :a: Alameda-County ?!

~ ® " • 4 o .Ml ~0T111: [x~rts li01 t8·n1 ;J

Place Notary Seal Above

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

---------------oPTIONAL--------------Though this section is optional, completing this Information can deter alteration of the document or

fraudulent reattachment of this form to an unintended document,

Description of Attached Document ec--L---f" Title or Type of Document: '3::,::\tlel'/\eM t ,A-<p---e&r?l Document Date: ______ _ Number of Pages: ___ Signer{s) Other Than Named Above: ___________ _

Capacity(ies) Claimed !)y Signer(s) Signer's Name: __________ _ Signer's Name: __________ _ D Corporate Officer - Title(s): _____ _ 0 Corporate Officer - Tltle(s): _____ _ D Partner - D Limited O General 0 Partner - 0 Limited O General 0 Individual D Attorney in Fact 0 Individual O Attorney In Fact 0 Trustee D Guardian or Conservator 0 Trustee D Guardian or Conservator 0 Other: _____________ _ D Other: ____________ _ Signer Is Representing: ________ _ Signer Is Representing: _______ _

~~~

©2014 National Notary Association• www.NationalNotary.org • ·J-800-US NOTARY (1-800-876-6827) Item i/5907

EXHIBIT 1, PAGE 17

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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189

A notary public or other officer completing this certificate verifies only the Identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of Cali~ia

County of Y@'?j € -)

On ,:::&e~ J before m,{hcl',tr/J/4-dy4,, .dMi!{I /lJ,lrc: ate -~ J- L & Here Insert Name and Title of the Officer

personally appeared,! aa,--e fat, . 5 · Name(s) of Signer(s)

who proved to me on the basis of satisfactory evidence to be the person{s-) whose name(s) is/al'e subscribed to the withlri instrument and acknowledged to me that he/sl;e/they executed the same in his/her/the!rauthorized capaoity(ies), and that by his/hetitheir signature(s}-on the Instrument the person(s-), or the entity upon behalf of which the person{s) acted, executed the Instrument.

Place Notary Seal Above.

I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNES~ and offlclal seal.

Signatu~riZ~/L2 Signature of Notary Pub/le

---------------OPTIONAL---------------Though this section is optional, completing this information can deter alteration of the document or

fraudulent reattachment of this form to an unintended document.

D_escription of Attached Do~e;•J/ / .fl_,,, . ~ Title or Type of Document:.- ~6"7:L ~t:(Yeyr/ ?cod .@ff&:r-e Document Date: _________________ Number of Pages: ____ _ Signer( ) Other Than Named Above: ______________________ _

Capacity 1 • ed by Signer(s) Signer's Name: ______ _::;::==--.a=---- Signer's Name: ___________ _ D Corporate Officer - Title(s): _____ __::;:,,..__1.J Corporate Officer - Tltle(s): ______ _ D Partner - D Limited D General er - D Limited D General D Individual D Attorney in Fact D lndlvldu D Attorney In Fact D Trustee D Guardian or Conservator D Trustee uardlan or Conservator D Other: D Other: -----~...-------Signer Is Representing: Signer Is Representing: -----"-------

~~~~

©2016 National Notary Association• www.NationalNotary.org • 1-800-US NOTARY {1-800-876-6827) Item #5907

EXHIBIT 1, PAGE 18

REC_554



SETTLEMENT AGREEMENT AND RELEASE

This Settlement Agreement and Release (the "Agreement") is made and entered into as of --,---,---,,,---' 2017 by and among Richard A. Marsback ("RAM"), solely in his capacity as the chapter 7 trustee of the bankruptcy estate of Jana Weekes Olson; Douglas Weekes ("Douglas"), solely in his capacity as the trustee of the Olson Children's IITevocable Trust dated as of ______ ~ 2017 (the "Children's Trust"); Barret Weekes ("Ba:tTet") solely in his capacity as the trustor of the Children's Trust and guardian ad !item of the Children (as defined below); and Erlend M. Olson ("EMO"), individually a "Party" and collectively, the ''Parties").

RECITALS

This Agreement is made with reference to the following:

A. Jana Weekes Olson ("JWO") is the debtor in that certain bankruptcy case now pending in the United States Bankruptcy Court Central District of California (the "Court"), as Case No. 8:15-bk-12496-TA;

B. The Parties understand that JWO settled the 20091Y.11YIM Cook Islands Trust which later changed name to the "Pink Panther Trust Cook Islands Trust" ("PPT"); .

C. JWO made certain transfers to the minor children of EMO and JWO ("Children") including naming them as primary beneficiaries of the PPT Trust;

D. · JWO purports to be the settlor of the PPT and was its initial sole beneficiary;

E. EMO claims that the funds in the PPT were taken from him by JWO without his consent and that he has unadjudicated claims to such funds. The other Parties to this agreement dispute such claims;

F. RAM claims that all funds transferred by JWO to the Children including the funds in the PPT belong to JWO's banl011ptcy estate or that any rights of the Children to such funds are subject to avoidance and recovery as fraudulent transfers; ·

G. Barret is the the father of JWO, guardian ad !item for the Children, and trustor of the Children's Trust;

H. Douglas is trustee of the Children's Trust;

I. The Pruties enter this agreement with the intention of working together for the purpose of the Children's Trust obtaining possession of all funds and property transferred by JWO to the Children including the funds held in the PPT; and

J. Upon receipt of funds by the Children's Trust, this agreement resolves the competing claims of ownership to such funds.

To avoid additional attorneys' fees, the uncertainties, costs and burdens of litigation, and without admitting the truth of any claims or allegations, the Parties now wish to settle their

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claims to the funds in the PPT, and certain claims against each other pursuant to the tenns of this Agreement and the performance of the obligations contained herein.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals, each of which is incorporated into this Settlement Agreement, and the mutual covenants, cond,itions, promises and agreements contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereby agree as follows:

1. Court Approval of this Settlement Agreement. The effectiveness of the consideration provided by the Trustee pursuant to this Agreement is contingent upon the Court entering an order approving it. Failure of the Court to approve this Agreement shall render such provisions void and without effect. The date that the Court enters its order approving this Agreement shall be referred to as the "Effective Date."

2. Transfer of Assets to the Children's Trust. Barret, in his capacity as guardian ad !item for the Children, agrees that all transfers of property by JWO to the Children are avoided, recovered by, and preserved for the benefit of JWO 's bankruptcy estate. Immediately upon execution of this agreement, Barret shall request that all property transferred to the Children by JWO be deposited into the Settlement Escrow Account related to the Children's Trust including instructing the Trustee of the PPT to transfer all of the funds and assets owned by PPT (the "PPT Funds") for deposit into the Settlement Escrow Account maintained by Douglas, as trustee of the Children's Trust, at UBS. Barret and Douglas agree that all funds received by the Settlement Escrow Account or the Children's Trust that must be distributed to RAM pursuant to this agreement is property of JWO's bankruptcy estate and will be held in trust for the benefit of RAM until such funds are received by RAM. Barret and Douglas acknowledge and agree that the spendthrift provisions of the Children's Trust are not intended to, and do not, relate to their obligation under this agreement to distribute funds to RAM.

3. Disbursement of Funds from the Settlement Escrow Account to RAM. Within one business day after funds are received and become available for withdrawal from the Settlement Escrow Account, including funds received from the PPT, Douglas shall:

a. Distribute to RAM 77.78% of all funds and retain 22.22%; and

b. Distribute to RAM 100% of all funds after retained funds reach One Million Dollars ($1,000,000.00).

4. Disbmsement of Funds from the Settlement Escrow Account to Children's Trust. Upon entry of a final, non-appealable order by the bankruptcy court approving this compromise, Douglas may access retained funds which will then become subject to the terms of the Children's Trust. Such funds shall not constitute property of JWO's banlQUptcy estate.

5. Waivers and Releases. The waivers and releases under this agreement are limited in nature and only extend as follows:

a. By RAM: Upon receipt of all funds required to be distributed to RAM as set forth in paragraph 3 and the Effective Date, (i) RAM waives and releases any and all right, title to, and interest in the PPT Funds retained by Douglas for the Children's Trust; and (ii) releases any fraudulent transfer claims against the Children arising from transfers received from JWO;

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b. By the Children, through Douglas and Barret in their capacities as guardian ad litem and as trustor and trustee of the Children's Trust: The Children, Douglas, and Barret waive and release any and all right, title to, and interest in funds received by the Children from JWO that are due to RAM under this agreement; and

c. By EMO: EMO waives and releases any and all claims to establish right, title to, and interest in any funds transfened by JWO to the Children includin~ all PPT Funds. EMO further aclmowledges that, since prior to the creatton of the Miyim Trust in 2009, he has not had any beneficial ownership in any funds held by the PPT Funds. This waiver shall not preclude EMO from seeking allowance of an administrative claim against the bankruptcy estate from funds recovered by the Trustee from the PPT to the extent provided in the Joint Prosecution Agreement approved by the Court on July 7, 2016.

6. Limited Release. Except with respect to the rights and obligations created by this Agreement, the Parties hereby release and forever discharge the other Parties and their heirs, successors, assigns, shareholders, members, officers, attorneys, trustees, and personal representatives from any and all claims, demands, debts, duties, obligations, promises, liabilities, indemnities, contributions, recoupments, amounts, disgorgements, damages, accounts; payments, acts, costs, expenses, sums of money, suits, actions or causes of action of whatever kind or nature, in law, equity or otherwise, which they may have ever have had prior to the Effective Date with respect to any claim, right, charge, lien, or other interest in and to funds transferred or purportedly transferred by JWO to the Children whether !mown or unlmown, matured or unmatured, suspected or unsuspected including the PPT Funds. This release is not intended to be a general release of any kind, and it extends only to claims arising from funds transferred by JWO to the Children including funds in the PPT Trust.

7. No Frustration of Purpose. Each of the Parties represents and warrants that it has not taken and will not take any action, which would tend to defeat the intent, pm-poses or provisions of this Agreement. Each of the Parties represents and warrants that it has no present intent to pursue any further claims conceming the Released Claims.

8. Ambiguity. Each Party aclmowledges and represents that it has participated in the drafting of this Agreement. In construing and interpreting this Agreement, no provision shall be construed or interpreted against any particular Party because such provision:, or the Agreement as a whole, was purportedly drafted or requested by that Patty or its counsel.

9. Enforcement of This Agreement. Any action to resolve a dispute over the enforcement or interpretation of this Agreement shall be resolved by the Bankruptcy Court in JWO's bankruptcy case. Each Party consents to jurisdiction and venue of the Bankruptcy Court to resolve any such action.

· 10. General Provisions

a. Covenant not to Sue. The Parties covenant not to sue each other or pursue any legal action inconsistent with the terms of this agreement including with respect to the PPT Funds.

b. No Admission of Liability. This agreement affects the settlement of claims that are disputed by the Parties. Except as set forth herein, nothing contained in this agreement is intended as or shall be construed as an admission by any Party of any liability of any kind, with respect thereto. It

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c.

d.

e.

f.

g.

h.

1.

j.


is expressly understood and agreed that this agreement is being made solely for the purpose of avoiding the expense and inconvenience of litigation of the matters described herein.

Authorization. Each of the individuals who are executing this Agreement represents and warrants that it, he, or she has the legal authority to execute and deliver this Agreement on behalf of himself or herself. Further, any individual signing this Agreement on behalf of another party represents and warrants that they have the capacity and authority to do so.

Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the respective Parties hereto, their respective legal successors, heirs, administrators and assigns, and each of them.

Governing Law and Construction. This Agreement shall be construed under and shall be governed by Title 11 of the United States Code with respect to the rights oftbe bankruptcy estate and the laws of the State of California with regard to contractual provisions. The provisions of this agreement shall be construed according to their common meaning and not shictly for or against any party.

Severability. Whenever possible, each provision of this agreement shall be interpreted in such manner as to be effective and valid under all applicable laws and regulations. If, however, any provision of this agreement shall be prohibited by or invalid under any such law or regulation in any jurisdiction, it shall, as to such jurisdiction, be deemed modified to conform to the minimum requirements of such law or regulation, or, if for any reason it is not deemed so modified, it shall be ineffective and invalid only to the extent of such prohibition or invalidity without affecting the remaining provisions of this agreement, or the validity or effectiveness of such provision in any other jurisdiction.

Title and Captions. The Parties have inserted the section and paragraph titles in this Agreement only as a matter of convenience and for reference, and the titles in no way define, limit, extend, or describe the scope of this . agreement or the intent of the Parties in including any particular provision in this agreement.

Further Assurances. The Parties, and each of them, agree without further consideration to execute and deliver such other documents and to take such other action as may be necessary to consummate the purposes of this agreement.

Time is of the Essence. The Parties agree that time is of the essence with regard to the provisions of this agreement and that it is of the utmost importance that all of the obligations hereunder be fully performed in strict accordance with the dates and times set forth herein.

Entire Agreement. This agreement sets forth the entire understanding of the parties in connection with the subject matter hereof None of the parties hereto has made any statement, representation or warranty in connection herewith which has been relied upon by any other party hereto or which has been an inducement for any party to enter into this agreement, except as expressly set forth herein. It is expressly understood

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and agreed that this agreement may not be altered, amended, modified, or otherwise changed in any respect whatsoever except by a writing duly executed by authorized representatives of the parties hereto. The Parties agree that they will make no claim at any time that this agreement has been altered or modified or otherwise changed by oral communication of any kind or character.

k.' Cumulative Remedies, Any specific right or remedy set forth in this agreement, legal, equitable or otherwise, shall not be exclusive, but shall be cumulative with all other rights or remedies set forth herein or allowed or allowable by law.

1. Recitals. The recitals set forth at the beginning of this agreement are incorporated into this agreement by this reference and this agreement shall be interpreted with reference to such recitals. In the event of litigation concerning the interpretation or enforcement of this agreement, the Recitals set forth above shall constitute admissions by each of the Parties.

m. Counterparts. This agreement may be executed in two or more counterparts, each of which will be an original, and all of which shall constitute an agreement. ·

n. Electronic Signatures. The Parties shall be bound by their affixed signatures hereto which may be transmitted by facsimile or electronic mail (in .pdffonnat) as if such signatures were original "ink" signatures, in which case each one shall constitute an original.

IN WITNESS WHEREOF, the Parties have executed this Settlement Agreement as of the date set fotih above.

Richard A. Marshack, solely in his Capacity as the Chapter 7 Trustee of the Bankruptcy Estate ofJ ana Weekes Olson

Erlend M. Olson

Douglas Weekes, solely in his capacity as the trustee of Olson Children's Irrevocable Trust

Barret Weekes, solely in his capacities as trustor of the Children's Trust and as guardian ad /item for the Children

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I am over the age of 18 and not a party to this bankruptcy case or adversary proceeding. My business address is: 870 Roosevelt, Irvine, CA 92620

A true and correct copy of the foregoing document entitled (specify): TRUSTEE'S MOTION FOR ORDER APPROVING COMPROMISE WITH THE OLSON CHILDREN'S IRREVOCABLE TRUST; MEMORANDUM OF POINTS AND AUTHORITIES; AND DECLARATION OF RICHARD A. MARSHACK IN SUPPORT will be served or was served (a) on the judge in chambers in the form and manner required by LBR 5005-2(d); and (b) in the manner stated below:

1. TO BE SERVED BY THE COURT \/IA NOTICE OF ELECTRONIC FILING (NEF): Pursuant to controlling General Orders and LBR, the foregoing document will be served by the court via NEF and hyperlink to the document. On (date) July 18, 2017, I checked the CM/ECF docket for this bankruptcy case or adversary proceeding and determined that the following persons are on the Electronic Mail Notice List to receive NEF transmission at the email addresses stated below:

!ZI Service information continued on attached page

2. SERVED BY UNITED STATES MAIL: On (date) July 18, 2017, I served the following persons and/or entities at the last known addresses in this bankruptcy case or adversary proceeding by placing a true and correct copy thereof in a sealed envelope in the United States mail, first class, postage prepaid, and addressed as follows. Listing the judge here constitutes a declaration that mailing to the judge will be completed no later than 24 hours after the document is filed.

DEBTOR JANA W. OLSON 431 VISTA GRANDE NEWPORT BEACH, CA 92660

INTERESTED PARTY WAYNE PHILIPS WAYNE PHILIPS LAW 26060 ACERO ST., STE. 217 MISSION VIEJO, CA 92691

!ZI Service information continued on attached page

3. SERVED BY PERSONAL DELIVERY, OVERNIGHT MAIL, FACSIMILE TRANSMISSION OR EMAIL (state method for each person or entity served): Pursuant to F.R.Civ.P. 5 and/or controlling LBR, on (date) July 18, 2017 I served the following persons and/or entities by personal delivery, overnight mail service, or (for those who consented in writing to such service method), by facsimile transmission and/or email as follows. Listing the judge here constitutes a declaration that personal delivery on, or overnight mail to, the judge will be completed no later than 24 hours after the document is filed. Honorable Theodor C. Albert United States Bankruptcy Court Central District of California Ronald Reagan Federal Building and Courthouse 411 West Fourth Street, Suite 5085 Santa Ana, CA 92701-4593

D Service information continued on attached page

I declare under penalty of perjury under the laws of the United States that the foregoing is true and correct.

July 18, 2017 Layla Buchanan /s/ Layla Buchanan Date Printed Name Signature

This form is mandatory. It has been approved for use by the United States Bankruptcy Court for the Central District of California.

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1. TO BE SERVED BY THE COURT VIA NOTICE OF ELECTRONIC FILING (NEF}: continued:

• U.S. TRUSTEE: Frank Cadigan [email protected] • Natalie B. Daghbandan [email protected],

[email protected];[email protected] • ATTORNEY FOR TRUSTEE: D Edward Hays [email protected], [email protected] • ATTORNEY FOR TRUSTEE: Sarah Cate Hays [email protected], [email protected] • INTERESTED PARTY: Doah Kim [email protected] • TRUSTEE: Richard A Marshack (TR) [email protected], [email protected] • INTERESTED PARTY: Ashley Merlo [email protected], [email protected] • INTERESTED PARTY: Levee D Sarenas [email protected] • ATTORNEY FOR TRUSTEE: Ashley M Teesdale [email protected],

[email protected] • U.S. TRUSTEE: United States Trustee (SA) [email protected] • ATTORNEY FOR INTERESTED PARTIES BOHM, MATSEN, KEGEL & AGUILERA, LLP, JEFFREY MATSEN:

Annie Verdries [email protected], [email protected] • INTERESTED PARTY: Philip S Warden [email protected],

[email protected];[email protected];[email protected];deirdre.campino @pillsburylaw.com;[email protected]

• INTERESTED PARTY: Gilbert B Weisman [email protected] • INTERESTED PARTY: Michael H Weiss [email protected], [email protected]

2. SERVED BY UNITED STATES MAIL: (Cont.)

INTERESTED PARTY COUNSEL FOR MARY OLSON PAUL P. YOUNG CHORA YOUNG, LLP 2667 E. COLORADO BLVD. SUITE B PASADENA, CA 91107

INTERESTED PARTY JOEL OSMAN PARKER MILLS LLP 800 w. 5TH STREET SUITE 500 LOS ANGELES, CA 90017-2702

INTERESTED PARTY DOUGLAS WEEKES, TRUSTEE OF THE OLSON CHILDREN IRREVOCABLE TRUST DATED JUNE 17, 2017 676 BLAIR AVENUE PIEDMONT, CA 94611

INTERESTED PARTY COUNSEL FOR SNELL & WILMER, LLP, ROGER GRAD AND MARK ZIEMBA MATTHEW HODEL HODEL WILKS LLP 4 PARK PLAZA, SUITE 640 IRVINE, CA 92614

INTERESTED PARTY COUNSEL FOR LATITUDE 48 CHARITABLE FOUNDATION, INC. STEPHEN C. DURINGER THE DURINGER LAW GROUP, PLC 181 S. OLD SPRINGS ROAD 2ND FLOOR ANAHEIM, CA 92808

INTERESTED PARTY DOUGLAS WEEKES 676 BLAIR AVENUE PIEDMONT, CA 94611

INTERESTED PARTY COUNSEL FOR JEFFREY MATSEN AND BOHM MATSEN, KEGEL & AGUILERA LLP KENNETH C. FELDMAN BARRY ZOLLER LEWIS BRISBOIS BISGAARD & SMITH LLP 633 WEST 5TH ST., STE. 4000 LOS ANGELES, CA 90071

INTERESTED PARTY BARRETT WEEKES, TRUSTOR OF THE CHILDREN'S TRUST AND GUARDIAN AD LITEM 431 VISTA GRANDE NEWPORT BEACH, CA 92660

INTERESTED PARTY BARRETT WEEKES 431 VISTA GRANDE NEWPORT BEACH, CA 92660

This form Is mandatory. It has been approved for use by the United States Bankruptcy Court for the Central District of California.

June 2012

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1 PILLSBURY WINTHROP SHAW PITTMAN LLP PHILIPS.WARDEN [Cal. Bar No. 54752]

2 THOMAS V. LORAN III [Cal. Bar No. 95255] LAURA C. HURTADO [Cal. Bar No. 267044]

3 Four Embarcadero Center, 22nd Floor San Francisco, CA 94111-5998

4 Phone: (415) 983-1000 Fax: (415) 983-1200

5 [email protected] [email protected]

6 [email protected]

7 Counsel for Passport Management, LLC

8

9

10

11

12



SANTA ANA DIVISION

l3 In re

14

15

16

17

JANA W. OLSON,

Debtor.

Case No. 8:15-bk-12496-TA

Chapter 7

OPPOSITION OF CREDITOR PASSPORT MANAGEMENT, LLC TO TRUSTEE'S MOTION FOR ORDER APPROVING COMPROMISE WITH THE OLSON CHILDREN'S IRREVOCABLE TRUST

18 Date: August 22, 2017 Time: 11 :00 a.m.

19 . ..__ _______________ ___, Ctrm: 5B


21 OFFICE OF THE UNITED STATES TRUSTEE, AND ALL INTERESTED PARTIES:

22 Creditor Passport Management, LLC ("Passport") submits this Opposition to Trustee's

23 Motion for Order Approving Compromise with Olson Children's Irrevocable Trust (the "Motion").

24

25 I. SUMMARY OF ARGUMENT

26 The proposed settlement agreement between the Trustee and the Olson Children's

27 Irrevocable Trust (the "Compromise") violates this Court's Priority Order (as defined below)

28 entered in February 2017 and granting the Chapter 7 Trustee's Motion for an Order Approving his

- 1 -PASSPORT'S OPP. TO MOT. FOR ORDER APPROV. COMPROMISE WITH OLSON CHILDREN'S IRR. TRUST

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1 settlement agreement with Passport. The Compromise also violates the Bankruptcy Code's priority

2 distribution scheme. For these reasons, the Compromise cannot be approved in light of the recent

3 United States Supreme Court case, Czyzewski v. Jevic Holding Corp., 137 S. Ct. 973 (2017). By

4 promising to give approximately $1 million of estate property over which Passport has a first-in-

5 priority secured lien to a person who is not a creditor, is affiliated with the defrauding Debtor (who

6 has been denied a discharge by this Court), and before any money is distributed to the creditors, the

7 proposed Compromise violates both Passport's first-in-priority secured position and the Bankruptcy

8 Code's ordinary priority rules. Because the Compromise thus lacks consent from the affected

9 creditors, the Motion must be denied.

10

11 II. BRIEF SUMMARY OF FACTS

12 On May 14, 2015, Debtor Jana Olson ("Debtor") filed a voluntary petition for relief under

13 Chapter 7 of Title 11 of the United States Code. Less than two months later, Richard A. Marshack

14 (the "Trustee") filed a notice of appointment and acceptance as Chapter 7 Trustee of Debtor's

15 bankruptcy estate.

16 On April 15, 2016, Passport timely filed a proof of claim in the Chapter 7 Case, which claim

17 was assigned Claim No. 4-1. Passport's claim is based on multiple judgments and orders obtained

18 against Debtor prior to bankruptcy in that certain civil action that Passport, as plaintiff, filed on

19 February 22, 2010 in the Superior Court of the State of California for the County of Orange. The

20 proof of claim filed by Passport in the Chapter 7 Case asserts that the amount owed by Debtor to

21 Passport as of the Petition Date was $11,590,628.98, plus interest and post-judgment costs,

22 including attorneys' fees, and that the entirety of the claim is secured on account of the actions

23 taken by Passport to create judgment liens and the absence of any senior liens. Id., Attach. 1 at 5.

24 Recognizing that Passport's $11,590,628.98 claim, if allowed as a secured claim, would

25 prevent any other creditor from being paid and that even if it were unsecured, Passport's claim

26 would comprise over 99% of the unsecured creditor body, the Trustee proposed an agreement to

27 resolve all disputes between Passport and the Trustee (the "Agreement"). [Dkt. 517] Chapter 7

28 Trustee's Motion for Order Approving Compromise with Creditor Passport Management LLC for


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1 Allowance of Secured Claim and Carve-Out. Specifically, the Agreement provides that "Passport

2 shall have an allowed secured first-in-priority claim in the principal amount of $11,590,628.98

3 ('Principal Sum Due')." Id., Ex. 1 at 5. The Agreement further states that "all property recovered

4 under any theory of law or by consent from trust(s) settled by Debtor in the Cook Islands including

5 the 'Pink Panther Trust' ... shall constitute property of the estate subject to Passport's first-in-

6 priority secured claim." Id .. Essentially, the Agreement allows Passport a first-in-priority secured

7 claim senior to all others, but provides a carve-out sufficient to allow for pro rata payment of all

8 administrative and currently scheduled unsecured claims as if Passport's claim was not secured.

9 On February 6, 2017, this Court entered the Order Granting Chapter 7 Trustee's Motion for

10 Order Approving Compromise with Creditor Passport Management, LLC for Allowance of Secured

11 Claim and Carve-out [Dkt. 554] (the "Priority Order"). Specifically, the Priority Order approved

12 the Agreement and provides that "Passport shall have an allowed secured first-in-priority claim in

13 the principal amount of $11,590,628.98 ('Principal Sum Due')" and that "the secured claim of

14 Passport, whose priority is, subject to the provisions stated here, senior to all other claims and

15 charges of any kind and of any priority, however arising." Id. at 2. 1 The Priority Order also

16 approves the stipulated language that "all property recovered under any theory of law or by consent

17 from trust(s) settled by Debtor in the Cook Islands including the 'Pink Panther Trust' ... shall

18 constitute property of the estate subject to Passport's first-in-priority secured claim." Id. 2

19 Approximately three months after the Agreement, $4,343,149.82 was recovered from the

20 Pink Panther Trust. See [Dkt. 654] The Motion at 3. As stipulated by the Agreement, the

21 recovered property from the Pink Panther Trust-all $4,343,149,382-constitutes property of the

22 estate. See [Dkt. 554] the Priority Order; see also [Dkt. 517] Chapter 7 Trustee's Motion for Order

23 Approving Compromise with Creditor Passport Management LLC for Allowance of Secured Claim

24 and Carve-Out, Ex. 1 at 5.

25

26 See also [Dkt. 517] Chapter 7 Trustee's Motion for Order Approving Compromise with Creditor Passport Management LLC for Allowance of Secured Claim and Carve-Out, Ex. 1 at 5.

27 2 See also [Dkt. 517] Chapter 7 Trustee's Motion for Order Approving Compromise with

28 Creditor Passport Management LLC for Allowance of Secured Claim and Carve-Out, Ex. 1 at 5.


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1 Less than two weeks later, on July 18, 2017, the Trustee moved for an order approving a

2 settlement agreement (the "Compromise") with Debtor Olson Children's Irrevocable Trust (the

3 "Children's Trust"). See [Dkt. 654] The Motion. Pursuant to the Compromise, the Children's

4 Trust would retain the $964,825.69 recovered from the Pink Panther Trust "for the benefit of the

5 children (and not either of their parents)" because "[t]he Trustee believes ... the funds never would

6 have been repatriated without the full cooperation of the Children's Trust." [Dkt. 654] The Motion

7 at 2. However, the recipients of this estate property, Olson's children through the Children's Trust,

8 are affiliated with the malfeasant Debtor, who fraudulently transferred the MIYIM Cook Islands

9 Trust funds to them for no consideration and changed the name of the trust to the Pink Panther

10 Trust. See id. at 2-3. Debtor further falsely stated in her Schedules that the Pink Panther Trust was

11 "defunct and defunded." See id. at 2. But Debtor's signature was all that ever was required to

12 recover the money, which is why Passport moved for contempt.

13 Under these circumstances, it is reasonable to infer that the request to transfer funds in which

14 Passport has a judicially recognized perfected, first-in-priority security interest to the Debtor's

15 children, who have contributed nothing and have no claim, is merely another manifestation of the

16 Debtor's ongoing selfish attempts to make use, directly or indirectly, of funds to which she has no

17 claim. Debtor properly should have instructed the Cook Islands "fiduciary" to repatriate the funds;

18 the requested transfer to her children instead is a true shakedown and should not be countenanced.

19

20 III.

21

ARGUMENT

A. Under Jevic, This Court Cannot Approve the Priority-Violating Compromise.

22 A court cannot approve a priority-violating settlement that lacks the affected creditors'

23 consent and does not serve a Bankruptcy Code-related objective. See Jevic, 137 S. Ct. at 978-986

24 (holding that courts lack the legal power "to order a priority-skipping kind of distribution scheme

25 in connection with a Chapter 11 dismissal" because the settlement lacked affected creditors'

26 consent and did not serve "Code-related objectives"). Under the Bankruptcy Code, secured

27 creditors must be paid first before any other priorities come into play. See U.S. v. Speers, 382 U.S.

28 266, 269, n.3 (1965) (holding that "[s]ecured creditors, including those whose security was

-4-PASSPORT'S OPP. TO MOT. FOR ORDER APPROV. COMPROMISE WITH OLSON CHILDREN'S IRR. TRUST

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1 obtained subsequent to creation of the Government's lien, would have recourse to their security

2 before any of the Bankruptcy Act priorities come into play"); accord, Goggin v. Division of Labor

3 Law Enforcement of California, 336 U.S. 118, 126-28 (1949). Further, when determining whether

4 a settlement is "fair and equitable" under Federal Rules of Bankruptcy 9019, the most important

5 factor for a bankruptcy court to consider is "whether a particular settlement's distribution scheme

6 complies with the Code's priority scheme." Motorola, Inc. v. Official Comm. of Unsecured

7 Creditors (In re Iridium Operating LLC), 478 F.3d 452, 464 (2nd Cir. 2007).

8 In the recent Jevic opinion, the United States Supreme Court reiterated the importance of the

9 Code's priority scheme and held that bankruptcy courts may not approve structured dismissals that

10 provide for distributions that do not follow ordinary priority rules for a variety of reasons.3 Jevic,

11 157 S. Ct. at 978. There, respondent Jevic Transportation ("Jevic") filed for Chapter 11 bankruptcy

12 after being purchased in a leveraged buyout. Id., 137 S. Ct. at 980. The bankruptcy prompted two

13 lawsuits. Id. In the first, petitioners, a group of former Jevic truck drivers, were awarded a $12.4

14 million judgment against J evic for its failure to provide proper notice of termination in violation of

15 state and federal Worker Adjustment and Retraining Notification (WARN) Act. Id. at 980-81. $8,3

16 million of the claim counted as a priority wage claim under 11 U.S.C. § 507(a)(4), entitling

17 petitioners to payment ahead of general unsecured claims against the Jevic estate. Id. In the second

18 lawsuit, a court-authorized committee representing Jevic's unsecured creditors sued respondents

19 Sun Capital and CIT Group for fraudulent conveyance in connection with a leveraged buyout of

20 Jevic. Id. at 981. The parties in the second lawsuit entered into a settlement agreement that called

21 for a structured dismissal of Jevic's Chapter 11 bankruptcy. Id. Under this structured dismissal,

22 Petitioners would receive nothing on their WARN claims, but lower-priority general unsecured

23 creditors would be paid. Essentially, "the proposed settlement called for a structured dismissal that

24 provided for distributions that did not follow ordinary priority rules." Id.

25

26

27

28

3 The Supreme Court also addressed the issue of whether Petitioners have Article III standing to bring a claim because, arguably, Petitioners did not suffer an injury in fact since they would have received nothing even if the Bankruptcy did not approve the settlement. Jevic, 157 S. Ct. at 982. The Supreme Court held that Petitioners did have standing. Id. at 983.


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1 Although the Bankruptcy Court agreed with Petitioners that the settlement's distribution

2 scheme failed to follow ordinary priority rules, it ultimately granted Respondent's motion and

3 approved the settlement agreement because it predicted that "without the settlement and dismissal,

4 there was no realistic prospect of a meaningful distribution for anyone other than the secured

5 creditors." Jevic, 157 S. Ct. at 982-82. The District Court affirmed the Bankruptcy Court, and the

6 Third Circuit affirmed the District Court. Petitioners sought certiorari. Id. at 982.

7 The Supreme Court reversed and held, for a variety of reasons, that bankruptcy courts may

8 not approve structured dismissals that provide for distributions that do not follow ordinary priority

9 rules. Jevic, 157 S. Ct. at 978. First, the Court recognized that "the priority system applicable to

10 those distributions has long been considered fundamental to the Bankruptcy Code's operation." Id.

11 at 984. Having found only statutory silence and no affirmative Congressional indication that a

12 structural dismissal could be used as "a backdoor means to achieve the exact kind of nonconsensual

13 priority-violating final distributions that the Code prohibits in Chapter 7 liquidations and Chapter 11

14 plans," the Supreme Court determined that structural dismissals cannot be used for such a purpose.

15 Id. Second, the Court determined that the priority-violating distribution scheme in Jevic was

16 impermissible because it "violate[s] priority without the impaired creditors' consent" nor did it not

17 serve a Code-related objective. Id. at 985. The Court further distinguished between valid priority-

18 violating distribution cases from the priority-violating distribution in Jevic by noting that the former

19 serve "significant Code-related objectives," such as making the disfavored creditors better off or

20 promote the possibility of a confirmable plan. Id. at 985-86. In contrast, the priority-violating

21 distribution in Jevic did not make the disfavored creditors, petitioners, better off or serve any

22 significant offsetting bankruptcy-related justification. Id. Accordingly, the Supreme Court reversed.

23 Finally, although Jevic concerned a Chapter 11 case, the Jevic reasoning and holding apply

24 to Chapter 7 liquidations.4 Indeed, Ievic confirms that the Supreme Court has an even stronger

25

26

27

28

4 Throughout the Jevic opinion, the Court discusses Chapter? liquidations in the same breath as Chapter 11 dismissals-as though the two events are synonymous and should be analyzed in the same manner. See, e.g., Jevic, 157 S. Ct. at 979, 983-85. The key questions raised by the Court's analysis apply not only to Chapter 11 dismissals, but also to Chapter 7 liquidations: "May a court

(continued ... )


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1 aversion to priority-violating distribution agreements in Chapter 7 cases than in Chapter 1 ls. The

2 Court repeatedly notes that Chapter 7 provides less flexibility for distributions than Chapter 11

3 because "[t]he Code also sets forth a basic system of priority ... and makes clear that distributions

4 of assets in a Chapter 7 liquidation must follow this prescribed order." Jevic, 157 S. Ct. at 979

5 ( emphasis added). In contrast, the Code "provides somewhat more flexibility for distributions

6 pursuant to Chapter 11 plans." Id. Indeed, "[i]n Chapter 7 liquidations, priority is an absolute

7 command-lower priority creditors cannot receive anything until the higher priority creditors

8 have been paid in full. Id. at 983 (emphasis added).5 Based on the Supreme Court's inclusion of

9 Chapter 7 liquidations in its analysis and its recognition that Chapter 7 liquidation is more rigid

10 when it comes to priority-order distributions, the Supreme Court's holding and reasoning in Jevic

11 easily extends to Chapter 7 cases.

12 B. Application of J evic to the Case at Bar Warrants Denial of the Motion.

13 Because of the entry of the Priority Order approving the Agreement between the Trustee

14 and Passport and Passport's resulting status as the estate's first-in-priority creditor, the

15 Compromise cannot, under Jevic, be approved absent Passport's consent. Because Passport does

16 not consent to the Compromise, the Motion must be denied.

17

18

19

20

21

22

23

24

25

26

27

28

1. The Compromise Violates the Priority Order

Similar to the impermissible distribution agreement in Jevic, the Compromise also violates

priority. The Bankruptcy Code "makes clear that distributions of assets in a Chapter 7 liquidation

must follow [a] prescribed order." Jevic, 157 S. Ct. at 979; Bankr. Code. §§ 725, 726. Because

Passport holds a $11,590,628.98 first-in-priority claim, all $4,343,149.82 of the estate property

( ... continued) consequently provide for distributions that deviate from the ordinary priority rules that would apply to a Chapter 7 liquidation or a Chapter 11 plan? Can it approve conditions that give estate assets to members of a lower priority class while skipping objecting members of a higher priority class?" Id. at 980. Beyond these questions, the Court also spent considerable time analyzing how a priorityviolating distribution agreement would be treated in a Chapter 7 case. See id. at 980-85. 5 Further, the Court noted in Jevic that "[n]othing else in the Code authorizes a court ordering a dismissal to make general end-of-case distributions of estate assets to creditors of the kind that normally take place in a Chapter 7 liquidation or Chapter 11 plan" and that "that would be flatly impermissible in a Chapter 7 liquidation or a Chapter 11 plan because they violate priority without the impaired creditors' consent." 157 S. Ct. at 984-85 (emphasis added).


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1 would have been distributed to Passport first. See U.S. v. Speers, supra, 382 U.S. at 269, n.3

2 (holding "[s]ecured creditors, including those whose security was obtained subsequent to creation

3 of the Government's lien, would have recourse to their security before any of the Bankruptcy Act

4 priorities come into play"); accord, Goggin v. Division of Labor Law Enforcement of California,

5 supra, 336 U.S. at 126-28. However, the Compromise instead violates the Code's priority order by

6 giving almost $1 million of estate property to a third-party, the Children's Trust, before any estate

7 property is distributed to any creditor. As such, the Compromise is even more egregious than the

8 priority-violating settlement in Jevic because it seeks to leapfrog over all creditors and to gift

9 money to a third-party who is not a creditor, who has never filed a proof of claim, and who is

10 affiliated with the malfeasant Debtor. Such a distribution plan violates priority order and cannot be

11 approved pursuant to Jevic.

12 2. The Compromise Lacks Consent of Affected Creditors

13 Further, like the impermissible priority-violating distribution agreement in Jevic, the

14 Compromise lacks the consent of the affected creditors - namely, Passport. Because the

15 Compromise essentially gifts estate property to a third-party before any is distributed to creditors,

16 the Compromise deprives Passport of approximately $1 million. The Trustee never sought

17 Passport's consent for the Compromise, and Passport does not consent to such an arrangement.

18 3. The Compromise Does Not Serve "Significant Code-related Objectives"

19 Unlike the permissible priority-violating schemes that the Supreme Court acknowledged in

20 J evic, the Trustee here fails to show how the Compromise serves "significant Code-related

21 objectives" or provides "any significant offsetting bankruptcy-related justification" for the

22 violation of ordinary priority rules. See Jevic, 157 S. Ct. at 985. To the contrary, the Compromise

23 does not resolve all possible litigation against Debtor's children regarding the Pink Panther Trust

24 funds as Passport has liens against all Pink Panther Trust funds and could pursue litigation against

25 the Children's Trust for such funds. Accordingly, the Compromise does not make the disfavored

26 creditors better off because it gifts $1 million of estate property to a third-party, who is not a

27 creditor, before distributing any funds to creditors of the estate.

28


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1 There are equitable reasons, moreover, why the Compromise should be rejected. Without

2 the Compromise, the estate would still have received all $4,343,149.82 from the Pink Panther

3 Trust, the lion's share of which would still have been distributed to Passport. All that had to occur

4 for the entire amount to be repatriated to the bankruptcy estate was what did occur: the Debtor

5 finally wanted to get out of jail enough to agree to the transfer of the Pink Panther Trust funds from

6 the Cooks Islands to the Trustee. This was Passport's and the Trustee's core strategy in re-

7 initiating contempt proceedings in the Bankruptcy Court, and this strategy was successful and did

8 not require any input from the Children's Trust or the Debtor's other family members.

9 Further, the Compromise would operate to validate and reward the Debtor's fraudulent

10 conduct. Debtor only purported to "release" her interest in the Cook Islands funds held under the

11 Pink Panther Trust moniker by transferring beneficial ownership for no consideration to her minor

12 children in 2011 following commencement of Passport's state court case against her in 2010. See

13 [Dkt. 654] The Motion at 2-3. This Court, of course, would neither aid Debtor's fraud, nor endorse

14 Debtor's fraudulent transfers. Yet that would be the effect of an order approving the Compromise

15 and treating as bona fide the Children's Trust's fraudulent claim to title to property of the estate.

16

CONCLUSION 17 IV.

18 For all of the foregoing reasons, the Court should deny the Motion.

19 DATED: August 8, 2017

20

21

22

23

24

25

26

27

28

PILLSBURY WINTHROP SHAW PITTMAN LLP

By: Isl Philip S. Warden (Cal. Bar No. 54752) Thomas V. Loran III (Cal. Bar No. 95255) Laura C. Hurtado (Cal. Bar No. 267044) Four Embarcadero Center, 22nd Floor San Francisco, CA 94111-5998 Phone: ( 415) 983-1000 Fax: (415) 983-1200 philip. [email protected] [email protected] [email protected]

Counsel for Creditor Passport Management, LLC


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I am over the age of 18 and not a party to this bankruptcy case or adversary proceeding. My business address is: Pillsbury Winthrop Shaw Pittman, LLP 12255 El Camino Real, Suite 300 San Diego, CA 92130

A true and correct copy of the foregoing document entitled:

OPPOSITION OF CREDITOR PASSPORT MANAGEMENT, LLC TO TRUSTEE'S MOTION FOR ORDER APPROVING COMPROMISE WITH OLSON CHILDREN'S IRREVOCABLE TRUST

will be served or was served (a) on the judge in chambers in the form and manner required by LBR 5005-2(d); and (b) in the manner stated below:

1. TO BE SERVED BY THE COURT VIA NOTICE OF ELECTRONIC FILING (NEF): Pursuant to controlling General Orders and LBR, the foregoing document will be served by the court via NEF and hyperlink to the document. On August 8, 2017, I checked the CM/ECF docket for this bankruptcy case or adversary proceeding and determined that the following persons are on the Electronic Mail Notice List to receive NEF transmission at the email addresses stated below:

• Frank Cadigan [email protected] • Natalie B. Daghbandan [email protected], [email protected];[email protected] • D Edward Hays [email protected], [email protected] • Sarah Cate Hays [email protected], [email protected] • Doah Kim [email protected] • Richard A Marshack (TR) [email protected], [email protected]

• •

Laila Masud Ashley Merlo

[email protected], [email protected] [email protected], [email protected]

• Lovee D Sarenas [email protected] • Ashley M Teesdale [email protected], [email protected] • United States Trustee (SA) [email protected] • Annie Verdries [email protected], [email protected] • Philip S Warden [email protected],

thomas.loran @pillsburyla w .com;laura.hurtado@pillsburyla w. com;kathy. [email protected];deirdre.campino@pillsburylaw .com;can [email protected]

• Gilbert B Weisman [email protected] • Michael H Weiss [email protected], [email protected]

D Service information continued on attached page 2. SERVED BY UNITED STATES MAIL: On August 8, 2017, I served the following persons and/or entities at the last known addresses in this bankruptcy case or adversary proceeding by placing a true and correct copy thereof in a sealed envelope in the United States mail, first class, postage prepaid, and addressed as follows. Listing the judge here constitutes a declaration that mailing to the judge will be completed no later than 24 hours after the document is filed.



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3. SERVED BY PERSONAL DELIVERY, OVERNIGHT MAIL Pursuant to F.R.Civ.P. 5 and/or controlling LBR, on August 8, 2017, I served the following persons and/or entities by personal delivery, overnight mail service, or (for those who consented in writing to such service method), by facsimile transmission and/or email as follows. Listing the judge here constitutes a declaration that personal delivery on, or overnight mail to, the judge will be completed no later than 24 hours after the document is filed.

VIA PERSONAL DELIVERY

Hon. Theodor C. Albert US Bankruptcy Court, Santa Ana Division 411 West Fourth Street, Suite 5085, Court Room 5B Santa Ana, CA 92701-4593

OVERNIGHT DELIVERY

United States Trustee ATTN: Frank Cadigan 411 W Fourth St., Suite 9041 Santa Ana, CA 92701-4593

Richard A. Marshack Marshack Hays LLP (Trustee) 870 Roosevelt Irvine, CA 92620-5749

VIA US MAIL

DEBTOR

Jana W. Olson 431 Vista Grande Newport Beach, CA 92660

INTERESTED PARTY

Wayne Philips Wayne Philips Law 26060 Acero St., Ste. 217 Mission Viejo, CA 92691

~ Service information continued on attached page


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VIA U.S. MAIL

INTERESTED PARTY COUNSEL FOR MARY OLSON PaulP. Young Chora Young, LLP 2667 E. Colorado Blvd, Suite B Pasadena,CA 91107

INTERESTED PARTY Joel Osman Parker Mills LLP 800 W. 6th Street, Suite 500 Los Angeles, CA 90017-2702

INTERESTED PARTY Douglas Weekes, Trustee of the Olson Children Irrevocable Trust Dated June 17, 2017 676 Blair Avenue Piedmont, CA 94611

INTERESTED PARTY COUNSEL FOR SNELL & WILMER, LLP ROGER GRAD AND MARK ZIEMBA Matthew Hodel Hodel Wilks LLP 4 Park Plaza, Suite 640 Irvine, CA 92614

INTERESTED PARTY COUNSEL FOR LATITUDE 48 CHARITABLE FOUNDATION, INC. Stephen C. Duringer The Duringer Law Group, PLC 181 S. Old Springs Road, 2nd Floor Anaheim, CA 92808

INTERESTED PARTY Douglas Weekes 676 Blair Avenue Piedmont, CA 94611

INTERESTED PARTY COUNSEL FOR JEFFREY MATSEN AND BOHM MATSEN, KEGEL & AGUILERA LLP Kenneth C. Feldman Barry Zoller Lewis Brisbois Bisgaard & Smith LLP 633 West 5th St., Suite 400 Los Angeles, CA 90071

INTERESTED PARTY Barrett Weekes, Trustor of the Children's Trust and Guardian Ad Litem 431 Vista Grande Newport Beach, CA 92660

INTERESTED PARTY Barrett Weekes 431 Vista Grande Newport Beach, CA 92660



August 8, 2017 Candace J. Kleiner Isl Candace J. Kleiner Date Printed Name Signature



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Cas 8:15-bk-12496-TA Doc 683 Filed 08/15/17 Entered 08/15/17 16:23:52 Desc Main Document Page 1 of 28

1 PILLSBURY WINTHROP SHAW PITTMAN LLP PHILIPS. WARDEN [Cal. Bar No. 54752]

2 THOMAS V. LORAN III [Cal. Bar No. 95255] LAURA C. HURTADO [Cal. Bar No. 267044]

3 Four Embarcadero Center, 22nd Floor San Francisco, CA 94111-5998

4 Phone: (415) 983-1000 Fax: (415) 983-1200

5 [email protected] [email protected]

6 laura.ln.ll'[email protected]

7 Counsel for Passport Management, LLC

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SANTA ANA DIVISION

Case No. 8:15-bk-12496-TA 13 In re

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JANA W. OLSON,

Debtor.

Chapter 7

SUPPLEMENTAL OPPOSITION OF CREDITOR. PASSPORT MANAGEMENT, LLC TO TRUSTEE'S MOTION FOR ORDER APPROVING COMPROMISE WITH THE OLSON CHILDREN'S IRREVOCABLE TR.UST; SUPPORTING SUPPLEMENTAL DECLARATION OF THOMAS V. LORAN III

Date: August 22, 2017 Time: 11 :00 a.m. Ctrm: SB


23 OFFICE OF THE UNITED STATES TRUSTEE, AND ALL INTERESTED PARTIES:

24 Creditor Passport Management, LLC ("Passport") submits this Supplemental Opposition to

25 Trustee's Motion for Order Approving Compromise with Olson Children's Irrevocable-Trust (the

26 HMotion"), which is further to the opposition papers (the "Original Opposition") filed by Passport

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• 1 -PASSPORT'S SUPP. OPP. TO MOT, FOR ORDER APPROV. COMP. WITH OLSON CHILDREN'S IRR. TRUST

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1 on August 8, 2017 (Dkt 673) 1 and is timely filed in accordance with LBR 9013-l(f)(l) and

2 LBR 9013-l(m)(4),2

3

4 I. A RECENT ACCOUNTING BY DEBTOR'S COOK ISLANDS FIDUCIARIES

5 SHOWS THAT PASSPORT WAS RIGHT IN THE ORIGINAL OPPOSITION:

6 ONLY DEBTOR'S SIGNATURE WAS NECESSARY FOR THE PINK PANTHER

7 FUNDS TO COME BACK FROM THE COOK ISLANDS.

8 One of the many objections to the Compromise that Passport advanced in the Original

9 Opposition was that property of the estate was being wasted because it was being gifted to non-

1 0 creditors whose "assistance" was never needed for the Debtor's Cook Islands funds to be

11 transferred to the Trustee. On todaf s briefing deadline, counsel for Passport learned from counsel

12 for the Trustee that the latter had r~ceived an accounting from Ora Fiduciary, Debtor's Cook

13 Islands financial operatives, concerning the Pink Panther Trust funds held there over time, See

14 Supplemental Loran Deel., attached,~~ 3-5, Ex, A. This accounting shows that both pre- and

15 post-Petition, Debtor at all times herself had the sole ability to move money in and out ofthe Ora

16 Fiduciary account. Id. Accordingly, this new evidence confirms that the Weekes family's

17 "assistance" was never need to effect the repatriation of the Pink Panther Trust Funds and, thus, for

18 the Court to approve the Compmmise would be tantamount to sanctioning Debtor's fraudulent

19 transfer scheme,

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1 All capitalized terms not otherwise defined in this Supplemental Opposition have the same meanii1gs as defined in the Original Opposition, 2 When the Original Opposition was filed on August 8, 2017, the Motion was then set for hearing on August 22, 2017, But the hearing was later continued by stipulation to August 29, 2017 at the request of counsel for the Children's Trust. Dkt 678; Dkt 680. Therefore, under LBR 9013-1(111)(4), the continuance operated to extend the due date for Passport's opposition to August 15, 2017 - fourteen days before the continued hearing date (as provided in LBR 9013-1 (f)(l )),

- 2 -PASSPORT'S SUPP, OPP, TO MOT. FOR ORDER APPROV. COMP, WITH OLSON CHILDREN'S IRR. TRUST

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1 II. TO REITERATIVE, PASSPORT HAS AN ALLOWED FIRST-IN-PRIORITY

2 CLAIM SECURED BY ALL PROPERTY OF THE ESTATE, INCLUDING THE

3 $964,825.69 IN ESTATE PROPERTY NOW BEING HELD HOSTAGE BY THE

4 CHILDREN'S TRUST.

5 Additional arguments support the bedrock conclusion advanced in the Original Opposition:

6 Passport has a first-in-primity claim secured by all of the property of the estate, including the funds

7 at issue, and that the Motion to gift $964,825,69 in estate property to a trust established for Debtor's

8 minor children (the "Children") to effectuate their retention of a fraudulent conveyance by the

9 Debtor therefore must be denied, among other reasons, for the lack of Passport's consent to it.

10 A. By the Express Terms of the Compromise between the Trustee and the Debtor's

11 Minor Children, the Funds at Issue are Irrefutably Property of the Estate.

12 The Compromise recites that "[Debtor] made certain transfers [of funds] to [the Children,]

13 including naming them as primary beneficiaries of the [Pink Panther Trustr' and further recites that

14 "[Trustee] claims that all funds transferred by [Debtor] to the Children[,] including the funds in the

15 [Pink Panther Trust,] belong to [Debtor's] bankruptcy estate or that any rights of the Children to

16 such funds are subject to avoidance and recovery as fraudulent transfers.»3 Notably, but not

17 surprisingly in light of these recitals, the Compromise expressly provides that ''all transfers of

18 property by [Debtor] to the Children are avoided, recovered by, and preserved for the benefit

19 of [Debtor l's bankruptcy estate."4

20 Thus, there can be no dispute- and the Trustee and the Children's Trust are estopped by the.

21 express terms of the Compromise from denying- that all of the funds remitted from the Cook

22 Islands, including the $964,825.69 at issue, were transfell'ed to a US bank account in the name of

23 the Children's Trust under an agreement between the Trustee and the Children's Trust that, pending

24 further order of this Court, all of the funds received were and are to be considered the Debtor's own

25 money and property of the estate and, thus, not the Debtor's childl'en's property, much less the

26 property of the Children's Trust.

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4 Compromise, Recitals C and F, p. 1. Dkt 654 at 14,

Id.,~ 2, p. 2, Dkt 654 at 15 (emphasis added).

- 3 -PASSPORT'S SUPP. OPP. TO MOT, FOR ORDER APPROV, COMP. WITH OLSON CHILDREN'S IRR. TRUST

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1 B. Passport's First-in-Priority Claim is Secured by All Estate Property, Regardless

2 Whether Passport's Judgment Liens Extended to All Such Property Pre-Petition,

3 Prior to the formation of the Agreement between the Trustee and Passport that resulted in

4 entry of the Priority Order approving Passport's having an allowed first-in-priority claim secured by

5 the property of the banlauptcy estate, the Trustee and Passport were in dispute, Passport contended

6 that its judgment liens attached to, and that it had a constructive trust over, all of Debtor's property,

7 wherever located; whereas, the Trustee, prior to formation of the Agreement, would not agree to

8 Passport's contentions in this regard. 5

9 By entering into the Agreement with Passport, however, the Trustee agreed, as the

10 Agreement expressly recites, that Passport's pre-petition judgment liens attached to all property of

11 the estate, regardless whether, as the Trustee initially disputed, Passport could establish its

12 pre-petition liens on all of Debtor's assets. 6 This concession by the Trustee, as the Court will

13 recall when it approved the Agreement and entered the Priority Order (Dkt 554), was in return for

14 Passport's agreement to a carve-out for payment of allowed administrative claims and for payment

15 of all other unsecured claims pari passu as if Passport's claim were not secured. 7 Thus, as the

16 Priority Order and Agreement expressly recognize, all of the Pink Panther Trust funds are property

17 of the banlauptcy estate, and Passport's first-in-priority lien attaches to all of those funds

18 regardless whether Passport's liens extended to these same funds while they were located in the

19 Cook Islands, either before or after what the Trustee in the Compromise accurately characterizes

20 as the Debtor's fraudulent conveyance of the Pinlc Panther Funds to the Children,

21 In sum, the Pink Panther Trust funds presently being held hostage by the Children's Trust

22 in its California bank account nevertheless remain estate property. Per the Priority Order, these

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5 See Mot, For Order Approv, Compromise with Passport, page 4, lines 10-14. Dkt 517 at 4. 6 See id. at page 6, lines 8-18 (reciting, inter alia, that "all property recovered under any theory of law or by consent from trust(s) settled by Debtor in the Cook Islands including the 'Pink Panther Trust' , , , shall constitute property of the estate subject to Passport's first-in-priority secured claim" (emphasis added)). Dkt 517 at 6. 7 See Order Granting Trustee's Motion to Approve Compromise (filed February 6, 2017), Ex, 1 (Tentative ruling issued January 25, 2017 describing Passport's carve-out), Dkt 554 at 7.

- 4 -PASSPORT'S SUPP. OPP. TO MOT. FOR ORDER APPROV. COMP, WITH OLSON CHILDREN'S IRR, TRUST

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1 funds are subject to Passport's first-in-priority lien, and Passport does not consent to the Motion

2 seeking their distribution to the Children's Trust. Accordingly, the Motion should be flatly denied.

3

4 III, EVEN IF PASSPORT WERE FOUND TO HAVE NO LIEN RIGHTS, THE

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COMPROMISE NEVERTHELESS CANNOT BE APPROVED BECAUSE IT

GIVES AWAY ESTATE MONEY TO A NON-CREDITOR WHOSE

"ASSISTANCE" WAS NOT NEEDED ONCE THE DEBTOR HAD SIGNED OFF.

Even if Passport were a mere unsecured creditor, 8 it would be error for this Court to grant

the Motion over its objection to the Compromise or that of any other creditor, whether secured or

unsecured. The Compromise expressly provides that "the consideration [to be] provided by the

Trustee" thereunder is "contingent upon the Court's entering an order approving [the Trustee's

providing such consideration to the Children's Trust]." Compromise,, 1, at page 2. Dkt 654 at

15. This Court should deny the Motion because, contrary to the Motion's lip service to these

principles (see Motion at pp. 5-6. Diet. 654 at 5-6), it is not "fair and equitable for the creditors"

under Federal Rules of Bankruptcy Procedure ("FRBP") 9019 to approve the distribution of nearly

a seven-figure portion of the estate's money to a non-creditor whose "assistance" was not needed

and who is affiliated with the fraudulent Debtor.9 "[W]hile a bankruptcy court generally gives

deference to a trustee's business judgment in deciding whether to settle a matter, the trustee has the

8 By making this argument, Passport is not conceding or agreeing that its lien rights, under any version of the record facts, could possibly be seen somehow as not existing. To the contrary and even if the Priority Order did not exist to grant Passport a first-in-priority security interest in Debtor's entire bankruptcy estate, it is nevertheless incopceivable that Passport would not enjoy priority over general secured creditors under basic rules of equity and restitution. The Pink Panther Trust funds constitute specifically identifiable property, which has, through a circuitous route, been repatriated here to California. As property specifically identifiable to Debtor's pre~Petition fraudulent transfers, the Pink Panther Trust funds are traceable by Passport, in accordance with Section 58 of the Restatement (Third) of Restitution and Unjust Enrichment (2011), and therefore would subject to and impressed with a constructive trnst and/or equitable lien in favor of Passport in accordance with Sections 55 and 56 of the Restatement. As the holder of an equitable lien, Passport would have priority over general unsecured creditors. 9 See In re MSG Mktg., 111 B,R. 264,267 (B.A.P. 9th Cir. 1990) (analyzing a compromise under FR.BP 9019 and noting that "[a]lthough the banlauptcy court has great latitude in authorizing a compromise, it may only approve a proposal that is fair and equitable to the creditors) (internal quotations omitted),

PASSPORT'S SUPP. OPP. TO MOT, FOR ORDER APPROV, COMP. WITH OLSON CHILDREN'S !RR. TRUST 4820-741 I •84 77. v I

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1 burden of persuading the bankruptcy court that the compromise is fair and equitable and should be

2 approved.'' In re Mickey Thompson Entertainment Group, Inc,, 292 B.R. 415,420 (B,A,P. 9th Cir.

3 2003) (internal quotations omitted). Thus, in determining whether a compromise should be

4 approved, a bankruptcy court must consider (a) the probability of success in litigation; (b) the

5 difficulties, if any to be encountered in the matter of collection; ( c) ·the complexity of the litigation

6 involved, and the expense, inconvenience and delay necessarily attending it; and (d) the paramount

7 interest of the creditors and a proper deference to their reasonable views in the premise. In re A &

8 C Properties, 784 F ,2d 13 77, 1381 (9th Cir. 1986). The fourth factor, the interests of the creditors,

9 is the most important factor. See In re de Armond, 240 B.R. 51, 54 (C.D. Cal. 1999) (describing

10 the four factors and noting that "the interests of creditors is the most important factor.")

11 The Trustee here has not met his burden of demonstrating that the compromise is fair and

12 equitable. Nor could it be, as the Compromise wastes estate assets and rewards Debtor's bad

13 conduct. More specifically, the Compromise fails the four-factor analysis outlined inln re A & C

14 Properties, 784 F.2d at 1381, for approving a compromise under FRBP 9019.

15 First, the probability of success element in litigation weighs against approving the

16 compromise. By the Trustee's own admission, he "is confident that the Estate's position is well-

17 founded and the subject transfers could be avoided." See Motion at 6. Dkt 654 at 6. As discussed in

18 the Original Opposition and the Motion, Debtor's transfers of the MIYIM Trust funds to the Pink

19 Panther Trust were fraudulent because Debtor made them within weeks after being sued by Passport

20 and "because Debtor's children did not provide any reasonably equivalent value in exchange for

21 acquiring their interests in the offshore trust," See Original Opposition at 4, 9; Motion at 2, Dkt 654

22 at 2. As admitted, the Trustee has a strong case and would likely succeed in litigation. As such, the

23 probability of success does not weigh in favor of approving the Compromise,

24 Second, the difficulty in collecting on a potential judgment (')btained by the Trustee weighs

25 against approving the Compromise. Arguably, the largest obstacle in obtaining the funds was

26 moving them from the Cook Islands to the United States. But because the subject funds have

27 already been transferred to the United States without condition and are currently located in

28 California and in the possession of the Children's Trust, the funds are no longer subject to Cook

- 6 -PASSPORT'S SUPP, OPP. TO MOT, FOR ORDER APPROV. COMP. WITH OLSON CHILDREN'S IRR. TRUST

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1 Islands territorial jurisdiction or laws, and a California judgment would be easier to enforce, Once

2 the Trustee obtained a judgment against the Children's Trust, he would have been able to enforce it

3 through the usual means provided by federal and state law.

4 Third, the complexity of litigation, the expense, inconvenience and delay also weigh against

5 approval. Again, the Trustee admits that "the legal issues regarding avoidance of the transfers

6 were not substantively complex." Motion at 7. The only "complex" issue noted in the Motion was

7 the enforcement of a judgment of the United States in the Cook Islands. But, as discussed above,

8 this is no longer an obstacle because the Pink Panther Trust funds are now here. See Motion, Ex. A

9 at i 2, at 2. Further, any anticipated litigation would be quickly resolved because, as admitted by

1 O the Trustee, the Trustee has a strong case and prior judgments and facts establish that the

11 Children's Trust is not entitled to the Pink Panther Trust; Because the only "complex" issue in

12 potential litigation has been resolved and anticipated litigation would be quickly resolved, this

13 factor weighs squarely against approving the Compromise.

14 Ill

15 Ill

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25 Ill

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27 Ill

28 Ill - 7 -

PASSPORT'S SUPP. OPP. TO MOT. FOR ORDERAPPROV. COMP. WITH OLSON CHILDREN'S IRR. TRUST 4820-7411-8477.vl

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1 Fourth, the most important factor, the creditors' interest and deference to their reasonable

2 views, weigh heavily against approving the Compromise. As discussed in the Original Opposition,

3 the Compromise is not in the interests of the creditors because it gifts approximately $1 million of

4 the estate property to a third-party, who is not a creditor, before distributing any funds to creditors

5 of the estate. See Original Opposition at 8-9. Without the Compromise, the estate would still have

6 received all $4,343.149.82 from the Pink Panther Trust, all of which would have been distributed

7 to the creditors with the majority going to Passport, after payment of allowed estate administrative

8 claims. As mentioned in the Original Opposition, Passport does not consent to the Compromise,

9 and to the best of its knowledge, no other creditors have consented either. The interests of

10 creditors weigh strongly against approving a Compromise that rewards non-creditors who are

11 affiliated with a malfeasant Debtor,

12

13 l)ATED: August 15, 2017

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PILLSBURY WINTHROP SHAW PITTMAN LLP

By: Isl Philip S. Warden (Cal. Bar No. 54752)

. Thomas V. Loran II~ (Cal. Bar No. 95255) Laura C. Hurtado (Cai. Bar No. 267044) Four Embarcadero Center, 22nd Floor San Francisco, CA 94111-5998 Phone: (415) 983-1000 Fax: (415) 983-1200 [email protected] [email protected] laura.hurtado@pills bury law .com

Counsel for Creditor Passport Management, LLC

- 8 -PASSPORT'S SUPP. OPP. TO MOT. FOR ORDER APPROV, COMP. WITH OLSON CHILDREN'S IRR, TRUST

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1 SUPPLEMENTAL DECLARATION OF THOMAS V. LORAN III IN SUPPORT OF SUPPLEMENT AL OPPOSITION OF CREDITOR PASSPORT MANAGEMENT, LLC TO

2 TRUSTEE'S MOTION FOR ORDER APPROVING COMPROMISE WITH THE OLSON CHILDREN'S IRREVOCABLE TRUST

3

4

5

I, THOMAS V. LORAN III, declare as follows:

1. I am a member of the State Bar of California, the Bar of this Court, and the law firm

6 of Pillsbury Wintlu·op Shaw Pittman LLP, attorneys of record for Creditor Passport Management,

7 LLP (''Creditor") in the above-entitled bankruptcy case of Debtor Jana Olson ("Debtor"). I make

8 this Supplemental Declaration in support of Supplemental Opposition to the Trustee's Motion (the

9 "Motion") for Order Approving Compromise (the "Compromise") with The Olson Children's

10 Irrevocable Trust (the "Children's Trust").

11 2. The facts set forth are !mown to me personally, and I have first-hand knowledge of

12 them. If called as a witness, I could and would testify competently, under oath, to such facts.

13 3. Today, I received a phone call from Trustee Richard A. Marshack. He said he was

14 calling to me to let me know that his attorneys had received a written accounting from Ora

15 Fiduciary, Debtor's Cook Islands financial operatives, concerning the Pink Panther Trust funds that

16 Debtor held there over time and to ask ifl wanted a copy of the accounting.

17 4. I thanked Mr. Marshack and asked his associate Laila Masud, who was on the call

18 with us, to send me the written accounting that had been received from Ora Accounting.

19 5, Attached hereto as Exhibit A is a true and correct copy of the transmittal email I

20 received today from Ms. Masud after my phone call with her and Mr, Marshack today, together

21 with the contents of the PDF file attached to the email.

22

23 I declare under penalty of perjury under the laws of the Unites States of America that the

24 foregoing is true and correct.

25 Dated: August 15, 2017.

26 -;&.o/M-7\( ~ 27 Thomas V. Loran III

28

PASSPORT'S SUPP. OPP. TO MOT, FOR ORDER APPROV. COMP. WITH OLSON CHILDREN'S IRR, TRUST 4820-7411-8477.v I

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EXHIBIT A

4849-6911-7992. VI

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Loran III, Thomas V,

From: Sent: To: Cc: Subject: Attachments:

Tom,


Laila Masud <[email protected]> Tuesday, August 15, 2017 11:17 AM Loran III, Thomas V, Richard Marshack; Ed Hays; Layla Buchanan Olson, Jana- Trust Accounting Trust Accounting,pdf

Per our conversation this morning.with Richard, attached is the PDF version of the accounting for the Trust In the Cool< Islands.

Best,

La.Eta Masud

!M.ARSHACK HAYS tLP -- ATfORNEY!.i! .AT !:.A1N --

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Dnaliietm

1s W

J/:hdrowa[

Deposit

Balance

Q) .....

Op

enin

g B

alance

0.00 i::0

15-Jul-2010

15

43

9

JRN

Issue CO

/ REEJS Establishm

ent 12,000,000.00

12.,000,000.00 w

-s::t .-I

30-Sep-2010

16725 R

UT

Interest Received/ S

eptmeber 2010 REEIS

187,331.51 12,187,331.51

r--Q

) 30-S

ep-2010 lE

72

S

RU

T S

rok

erageF

ee/5ep

tmeb

er20

10

RE

SS 1

2,6

57

54

12,174,673.97

.-I 0

)

---ctS

30-Sap-:2010 16725

RU

T T

ransferto loan

/ Septm

ebo..r2010 REE!S 174,673.97

12,000,000.00 m

o.. .-I

31-D2!:-2010

1S175

RU

T Interest R

eceived /Decem

ber 2010 REEIS

223,824.66 12,223,824.66

--- co 31-D

ec-2010 lS

175 o.....,

RQ

T B

rokerage Fee/ D

ecember 2010 REE!S

15,123.29 12,208,701.37

--aC

31-Dec-2010

19175 R

QT

Transfer to

Lo

an/ D

ecember 2010 REE!S

208,701.37 12,000,000.00

Q)

Q)

=E

3l.--M

ar-20ll 21515

RQ

T Interest R

eceived/ Marm

20

ll REEIS

218,95B.>!O

12,218,95<

!.90 L

L::::;

Brokerage F

ee/ M

arch 2011 REElS 14,794.52

u 31-M

ar-2011 2

15

15

R

QT

11,204,164.38 . 0

Transli:rto L

oan

/ March 2011 R

EES 204,154.38

MO

31-M

ar-2011 21515

RQ

T 12,000,000.00

co Interest R

eceived/ Jun

e 2010 RE

ES

c.oc

30-Jun-2011 24229

RQT

221,391.78 12,221,3S

1.78 u

·~

30-Jun-2011 24229

R.QT

Brokerage F

ee/ Ju

ne 2010 REE!S

14,S58.SO

12,205,432.88 0

~

0 30-Jun-2011

24229 RCTf

Transferto w

an

/ Jun

e20

10

REB

S 206,432.88

12,000,000.DO

30-Sep-2011

26109 R

QT

Interest Received/ S

eptember 2011 R

EE

S

223,824.65 12,223,824.66

<(

30-Sep-2011

26109 R

W

Brokerage F

ee/ Sep

temb

er20

ll REB

S 15,123.29

12,208,701.37 I-I

30-Sep-2011

25109 R

QT

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Lo

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ep

tem

be

r 2011 RE

SS

208,701.37

c.o 12,000,000.00

en 31-D

ec;-2011 28247

RQ

T Interest R

eceived/ Deoernber2011 REEIS

223,824..66 -s::t

12,223,824.66 N

31-D

ec-2011 28247

RQ

T B

rokerage Fee/ D

ecember 201..l R

EfIS 15,123.29

12,208,701.37 .-I

I ~

3.1-Dec-2011

28247 R

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Lo

an/ D

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0U

REElS 208,701-37

12

,00

0,0

00

.00

interest R

eceived/ March 2012 REElS

I 31.-M

ar-2012 3

08

04

R

QT

221,391.78 12,221,391.78

l!) .-I

3:t-Mar-2012

30804 R

QT

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ee/ M

arch 2012 REE!S 14,958.90

12,206,432.88 co Q

) 31-M

ar-2012 30804

RQ

T T

ransferto Lo

an/ M

arch 2012 RE

ES

206,432.88

12,000,000.00

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30-Jun-2012 32823

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30-Jun-2012 32823

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12

RE

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30-J!In-2012 32823

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terest Received / S

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3ll-Sep-2012

35

20

1

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01

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30-Sep-2012

35201 RQ

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28-Nov-2012

36905 R

Of

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ent in Full

28-Nov-2012

369QS

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28-Nov-2012

36905 R

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28-Nov-2012

36906 JR

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Tim

e Dep

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00

%

Value date

10-Sep-2013

1Cl-O

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rans.type T

ronsactiondescription/Maitionaldetalis

55814 P

ro

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laced @O

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59265 M

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aturity /TITT1e De

po

sit Maturity

Tim

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90

0 %

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10-0ct-2013

08-Nov-2013

Tron,-. /ct Tran.-. type

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59307 Pro

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62031 M

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Tim

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00

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AU

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221.391. 78

12,221.391.78

14,958.90 12,206,432.88

206,432.88 12.,000,000.00

223,824.66 12,223,824.66

15

,12

3.2

9

12,208,701.37

208,701.37 12.,000,000.00

143,539.73 12,143,539.73

9,698.63 12,133,841.10

133,841.10 12,000,000.00

12,000,000.00 0.00

Account 570482,0C

D

14,109,304.12 14,109,304.12

0.00

Withriraw

al D

epos'It B

akmr;:e

Opening B

alance 0

.00

4,605,000.00 4,6Q

S ,000.00

4,605,000.00 0.00

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l6!l09 4,605,000.00

4,605,000.00 a.on

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af D

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---O

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0.0

0

4,605,422..12 4,605,422.12

4,605,422.12 0.00

Account570482-307967

4,605,422.12. 4

,50

5,4

22

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0.00

Wa

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Pag

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REC_610


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08-Nov-2013

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Tim

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Accoant 570482-308045

Tim

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01

3-1

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9 2

01

4-0

1-0

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00

%

Valu

e date

Trans. ID

T

nrns. type

T

ran

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de

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09-Dec-2013

09-Jan-2014

54

81

1

PTO

Tim

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a.woo %

/ Autom

atic RoJ!aver o

f Prin

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66778 M

TD

T

ime

De

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atu

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Aci;ount 570482-309122

Tim

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01

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4-0

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00

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T

ran

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sa

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09-Jan-2014

10-Feb-2014

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57

M

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aturity /Tim

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Account 570482-309218

Tim

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01

4-0

2-1

0 2

01

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.09

00

%

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10-Feb-2014

12-Mar-2014

68611 PTO

T

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0.0900 % / A

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ma

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f Prin

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l+ lnt=!rest

71940 M

TD

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ime

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atu

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A=

un

t57

04

82

-30

93

15

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01

4-0

3-1

2 2014-04--11 Q

.0800 %

Value date

Trans. ID

Trons. type T.ranw

ction desaf:,t:Jon/ Addltionai detafls

12

-Ma

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14

71S

99 F'TIJ

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4,505,755.01 4,505, 756.D

1

4,505,756.01 0

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4,605,756.01 4,505,756.01

0.00

W"sthdraw

a/ D

eposit B

a/an.re ---

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alance 0

.00

4,606,152..62 4,606,152.62

4,506,152.52 0.00

4,606,152.62 4,506,152.62

0.00

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Opening B

alance 0.00

4,606,549.25 4,606,549.26

4,606:.549.26 O

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4,605,549.26 4,606,549.26

0.0

0

Withdraw

al D

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--O

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0.00

4,606,999.68 4,606,999.68

4,606,999.68 0

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4,605,999.68 4,605,999.68

0.00

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4,607,345.20 4,607,345.20

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Account570482-309385

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00

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11-Apr-2014

74284 PTD

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12-M.ay-2014

78596 M

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atu

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A«

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Tim

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01

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00

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Ttlll7S'. 'type

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/ Addlt;an

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12-May-2014

7ll642 PT1J

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11-Jun-2014 80552

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Account57048Z

-309583

Tim

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%

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11-Jun-2014

lhlu

l-20

14

80591

82976

PTO

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Accoant57048Z

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All figures are Tl!jttlrb:lci 1n U

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4,607,345.20

4,607,345.20 4,607,345.20

W1!!1<!raw

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---

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4,607,652.36

4.607,£52.36

4,607,652.36 4,507,652.36

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4,607,890.42

4,607,890.42

4,607,890.42 4,607,890.42

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4,607,557.22

4,607,957.22

4,607,567.22 4,607,957.22

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4,608,044.02

0.00

O.O

Q

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0.00

4,607,652.35

0.00

0.00

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0.00

4,607,890.42

0.00

0.00

i[alance

0.00

4,607,967.22

0.00

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0.00

4,608,044.02

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nm

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14

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20

14

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0.0

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__

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11-Aug-2014

ll-Sep

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85

39

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570482-309905

Tim

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01

4-0

9-1

12

01

4-1

0-1

3 0

.08

00

%

Value date

Troll£ [D

T

rans .. type

Tran

saction de:saiptiaa / A

dditffanal detai1s

11-Sep-2014

02-0ct-2014

87996 P

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turity /T

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atu

rity

Tim

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01

5-1

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00

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te T

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------------25-N

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29-Dec-2015

144455 P

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148145 M

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laced @0

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00

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Tim

e Deposit M

atu

rity /Tim

e O

ep

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turity

Tim

e Dep

osit 2015-12-29 2016-02-01 0

.25

00

%

Value date

Trons. ID

Trans.. type T

ransaction description/ A

dditlonaldet.ai1s

29-Dec-2015

148303 -PTO

Tim

e De

po

sit Placed @

0.2500 %

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Account570482-316B

72

4,508,044.02

4,608,044.02

Wlth

dro

waf

4,608,24242

4,608,242.42

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4,608,52D.19

4,608,520.1!3

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4,595,7::5.97

4,595,73537

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dra

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l

4,608,044.02

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sit ---

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alanc~

4,608,242.42

4,508,242.42

Dep

as'it

---O

pening Balance

4,608,520.19

4,508,520.1!3

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alance

4,595,735.97

4,595,735.97

Depasit

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alance

4,596,864.48

0.00

0.00

Ba

lan

ce

0.00

4,6

08

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24

2

0.00

0.0

0

saiance

0.0

0

4,608,520.19

0.00

0.00

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!an

ce

0.00

4,595,735.97

0.00

D.00

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0.00

4,596,864.48

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I am over the age of 18 and not a party to this bankruptcy case or adversary proceeding. My business address is: Pillsbury Winthrop Shaw Pittman, LLP 12255 El Camino Real, Suite 300 San Diego, CA 92130

A true and correct copy of the foregoing document entitled:

SUPPLEMENTAL OPPOSITION OF CREDITOR PASSPORT MANAGEMENT, LLC TO TRUSTEE'S MOTION FOR ORDER APPROVING COMPROMISE WITH THE OLSON CHILDREN'S IRREVOCABLE TRUST; SUPPORTING SUPPLEMENTAL DECLARATION OF THOMAS V. LORAN, III.

will be served or was served (a) on the judge in chambers in the form and manner required by LBR 5005-2(d); and (b) in the manner stated below:

1.TO BE SERVED BY THE COURT VIA NOTICE OF ELECTRONIC FILING (NEF): Pursuant to controlling General Orders and LBR, the foregoing document will be served by the court via NEF and hyperlink to the document. On August 15, 2017, I checked the CM/ECF docket for this bankruptcy case or adversary proceeding and determined that the following persons are on the Electronic Mail Notice List to receive NEF transmission at the email addresses stated below:

• Frank Cadigan [email protected]

• Natalie B. Daghbandan [email protected], [email protected];[email protected] • D Edward Hays [email protected], [email protected]

• Sarah Cate Hays [email protected], [email protected] • Doah Kim [email protected]

• Richard A Marshack (TR) [email protected], [email protected] • Laila Masud [email protected], [email protected] • Ashley Merlo [email protected], [email protected]

• Lavee D Sarenas [email protected] • Ashley M Teesdale [email protected], [email protected] • United States Trustee (SA) [email protected] • Annie Verdries [email protected], [email protected]

• Philip S Warden [email protected], thomas.loran @pillsbury law.com;[email protected];kathy [email protected];deirdre.campino@pillsburylaw .com;can dy.kleiner@pillsburylaw,com

• Gilbert B Weisman [email protected] • Michael H Weiss [email protected], [email protected] • Sharon Z. Weiss [email protected], [email protected]

D Service information continued on attached page 2. SERVED BY UNITED STATES MAIL: On August 15, 2017, I served the following persons and/or entities at the last known addresses in this bankruptcy case or adversary proceeding by placing a true and correct copy thereof in a sealed envelope in the United States mail, first class, postage prepaid, and addressed as follows. Listing the judge here constitutes a declaration that mailing to the judge will be completed no later than 24 hours after the document is filed.

~ Service information continued on attached page


June 2012 F 9013-3.1.PROOF.SERVICE 4822-9655-0221. V 1

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3, SERVED BY PERSONAL DELIVERY, OVERNIGHT MAIL Pursuant to F.R.Civ.P. 5 and/or controlling LBR, on August 15, 2017, I served the following persons and/or entities by personal delivery, overnight mail service, or (for those who consented in writing to such service method), by facsimile transmission and/or email as follows. Listing the judge here constitutes a declaration that personal delivery on, or overnight mail to, the judge will be completed no later than 24 hours after the document is filed.

VIA PERSONAL DELIVERY

Hon. Theodor C. Albert US Bankruptcy Court, Santa Ana Division 411 West Fourth Street, Suite 5085, Court Room 5B Santa Ana, CA 92701-4593

OVERNIGHT DELIVERY

United States Trustee ATTN: Frank Cadigan 411 W Fourth St., Suite 9041 Santa Ana, CA 92701-4593

Richard A. Marshack Marshack Hays LLP (Trustee) 870 Roosevelt Irvine, CA 92620-5749

VIA US MAIL

DEBTOR

Jana W. Olson 431 Vista Grande Newport Beach, CA 92660

INTERESTED PARTY

Wayne Philips Wayne Philips Law 26060 Acero St., Ste. 217 Mission Viejo, CA 92691

fg] Service information continued on attached page

This form Is mandatory, It has been approved for use by the United States Bankruptcy Court for the Central District of California.

June 2012 F 9013-3.1.PROOF.SERVICE 4822-9655-0221. v I

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- . ··---·----·-.. --. "'·-·-· ····-····- ...... ---········-· ................. . ---··-··-········· ............ .. . . ---- -------·-·--·-·-·-·--


VIA U.S. MAIL

INTERESTED PARTY COUNSEL FOR MARY OLSON PaulP. Young Chora Young, LLP 2667 E. Colorado Blvd, Suite B Pasadena, CA 91107

INTERESTED PARTY Joel Osman Parker Mills LLP 800 W. 6th Street, Suite 500 Los Angeles, CA 90017-2702

INTERESTED PARTY Douglas Weekes, Trustee of the Olson Children Irrevocable Trust Dated June 17, 2017 676 Blair Avenue Piedmont, CA 94611


INTERESTED PARTY COUNSEL FOR SNELL & WILMER, LLP ROGER GRAD AND MARK ZIEMBA Matthew Hodel Hodel Wilks LLP 4 Park Plaza, Suite 640 Irvine, CA 92614

INTERESTED PARTY COUNSEL FOR LATITUDE 48 CHARITABLE FOUNDATION, INC. Stephen C. Duringer The Duringer Law Group, PLC 181 S. Old Springs Road, 2nd Floor Anaheim, CA 92808

INTERESTED PARTY Douglas Weekes 676 Blair Avenue Piedmont, CA 94611

INTERESTED PARTY COUNSEL FOR JEFFREY MATSEN AND BOHM MATSEN, KEGEL & AGUILERA LLP Kenneth C. Feldman Barry Zoller Lewis Brisbois Bisgaard & Smith LLP 633 West sth St., Suite 400 Los Angeles, CA 90071

INTERESTED PARTY Barrett Weekes, Trustor of the Children's Trust and Guardian Ad Litem 431 Vista Grande Newport Beach, CA 92660

INTERESTED PARTY Barrett Weekes 431 Vista Grande Newport Beach, CA 92660



August 15, 2017 Date

Candace J. Kleiner Printed Name

Isl Candace J. Kleiner Signature



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CENTRAL DISTRICT OF CALIFORNIA – Santa Ana Division

In re Jana W. Olson, Debtor.

Case No. 8:15-bk-12496-SC Chapter 7 ORDER RE: (1) MOTION FOR ORDER COMPELLING DEBTOR’S COMPLIANCE WITH STATUTORY DISCLOSURE, COOPERATION, AND TURNOVER OBLIGATIONS PURSUANT TO 11 U.S.C. §§ 521, 542, AND 105(a); AND (2) APPLICATION FOR ORDER SETTING HEARING ON SHORTENED TIME

On October 9, 2015, Marshack Hays LLP, counsel to the chapter 7 trustee, and

Pillsbury Winthrop Shaw Pittman LLP, counsel to creditor Passport Management, LLC,

filed a joint motion for order compelling Debtor’s compliance with statutory disclosure,

cooperation, and turnover obligations pursuant to 11 U.S.C. §§ 521, 542, and 105(a)

[Dk. 88] (“Joint Motion”). On October 13, 2015, the parties filed a supplement [Dk. 89]

(“Supplement”) to the Joint Motion, and on October 14, 2015, they filed an application

for order setting hearing on a shortened basis [Dk. 97] (“OST”) regarding the Joint

Motion. The Court deems this matter appropriate for disposition without oral argument.

FILED & ENTERED

OCT 16 2015

CLERK U.S. BANKRUPTCY COURTCentral District of CaliforniaBY DEPUTY CLERKmccall

Case 8:15-bk-12496-SC Doc 100 Filed 10/16/15 Entered 10/16/15 10:44:57 Desc Main Document Page 1 of 2

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Based upon the Joint Motion, the OST, and the record as a whole, and for good

cause shown, the Court ORDERS as follows:

1. The Debtor, Jana Olson, shall turnover to the counsel to the chapter 7

trustee, within ten (10) days from the entry of this order, all items that are in the Debtor’s

possession, custody, or control, and which are itemized in the list attached to the

proposed order granting the Joint Motion, which is located at Exhibit A to Docket No. 89

(“List of Items”).

2. If the Debtor is not in possession, custody, or control of any item

contained in the List of Items, then she is required to file a sworn declaration within ten

(10) days of the entry of this order, affirmatively stating that she is not in possession,

custody, or control of those items.

3. The OST is DENIED as moot.

###

Date: October 16, 2015


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UNITED STATES DISTRICT COURT CENTRAL …...PILLSBURY WINTHROP SHAW PITTMAN LLP Four Embarcadero...

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