IN THE UNITED STATES DISTRICT COURT

FOR THE NORTHERN DISTRICT OF ILLINOIS

UNITED STATES SMALL BUSINESS 

ADMINISTRATION, AS RECEIVER FOR 

CARDINAL GROWTH, L.P.,

 Plaintiff,

 v.

VINCENT JOHN GOODWIN, a.k.a. V. JOHN 

GOODWIN; GOLDCREST DISTRIBUTION, LTD., 

a British Virgin Islands corporation; JUNKEI LIN, 

a.k.a. LIN SHUNQING; DAVID LUBECK; 

JEANNE LUBECK; BRUCE RUZGIS; the 

TIMOTHY K. OZARK REVOCABLE TRUST;

TIMOTHY K. OZARK; and MARK CARR,

 

 Defendants.

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Civil Action No.

Assigned to:

COMPLAINT

The Plaintiff, United States Small Business Administration (the “SBA”), as Receiver for 

Cardinal Growth, L.P. (the “Receiver”), by the undersigned attorneys, complaining of the 

Defendants respectfully alleges and states as follows:

Nature of Action

1. The Receiver brings this action against the Defendants for breach of contract based 

upon the Defendants’ failure to satisfy their respective obligations to make capital contributions to 

Cardinal Growth, L.P. (“Cardinal Growth”), under the Limited Partnership Agreement (“LPA”) 

executed by Cardinal Growth and the Defendants.

Parties

2. The SBA was appointed Receiver for Cardinal Growth by Order of this Court, 

dated June 16, 2011 (the “Order”), in the case entitled, United States of America v. Cardinal 

Growth, L.P., Civil Action No. 1:11-cv-04071, pending before the Hon. Ruben Castillo, for the 

purpose of, among other things, pursuing claims and causes of action available to Cardinal 

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Growth. The Order provides, in pertinent part, as follows:

The Receiver shall have all powers, authorities, rights and privileges 

heretofore possessed by the officers, directors, managers and general and 

limited partners of Cardinal under applicable state and federal law, by the 

Articles of Limited Partnership and By-Laws of said limited partnership, in 

addition to all powers and authority of a receiver at equity, and all powers and 

authority conferred upon the Receiver by the provisions of 15 U.S.C. § 687c 

and 28 U.S.C. § 754. . . . The Receiver shall assume and control the operation 

of Cardinal and shall pursue and preserve all of its claims.

Consent Order of Receivership, ¶ 2. A copy of the Order is attached hereto as Exhibit 1, which is 

incorporated herein by reference.

3. The Receiver maintains its principal office at 1100 G. St. NW, 11th Floor 

Washington, DC 20005.

4. Cardinal Growth, L.P. is a Delaware limited partnership which prior to the Order of 

June 16, 2011, had its principal office in Chicago, Illinois. 

5. At all times pertinent hereto, Cardinal Growth, LLC (“CGLLC”), a Delaware 

limited liability company, was the General Partner of Cardinal Growth.

6. Defendant Mark Carr (“Carr”) is an individual domiciled in Illinois and is therefore 

a citizen of Illinois.

7. Defendant Goldcrest Distribution, Ltd. (“Goldcrest) is a British Virgin Islands 

corporation with its principal place of business in London, England.

8. Defendant Vincent John Goodwin, a.k.a. V. John Goodwin (“Goodwin”) is an 

individual domiciled in Indiana and is therefore a citizen of Indiana.

9. Defendant Junkei Lin, a.k.a. Lin Shunqing (“Lin”) is an individual domiciled in 

Hong Kong, a Special Administrative Region of the People’s Republic of China, and is not 

lawfully admitted for permanent residence in the United States. Accordingly, Defendant Lin is a 

citizen and subject of a foreign state.

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10. Defendant David Lubeck is an individual domiciled in Illinois and is therefore a 

citizen of Illinois.

11. Defendant Jeanne Lubeck is an individual domiciled in Illinois and is therefore a 

citizen of Illinois.

12. Defendant Bruce Ruzgis (“Ruzgis”) is an individual domiciled in Florida and is 

therefore a citizen of Florida.

13. Defendant Timothy K. Ozark Revocable Trust (“Trust”) was formed in Illinois and 

has its principal place of business in Illinois.

14. Defendant Timothy K. Ozark (“Ozark”) is an individual domiciled in Illinois and is 

therefore a citizen of Illinois. Defendant Ozark is the trustee of the Trust.

Jurisdiction and Venue

15. This Court has subject matter jurisdiction of this action pursuant to the Order, by its 

general equitable powers, and under 28 U.S.C. §§ 754 and 1367, as this action is ancillary to the 

receivership proceeding referenced in Paragraph 2 above.

16. Venue of this action is proper in the Northern District of Illinois, pursuant to 28 

U.S.C. §§ 754 and 1391(b)(2), as this proceeding is ancillary to the receivership case referenced in 

Paragraph 2 above, and a substantial portion of the events and omissions giving rise to the claim 

occurred in this district.

Background

17. A true and correct copy of the LPA has been attached hereto as Exhibit 2, which is 

incorporated herein by reference.

18. Section 1.05(a) of the LPA provides, 

No person may be admitted as a General Partner or Private Limited Partner 

without subscribing and delivering to the Partnership a counterpart of this 

Agreement, or other written instrument, which sets forth: 

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(i) the name and address of the Partner,

(ii) the Commitment of the Partner, and 

(iii) the agreement of the Partner to be bound by the terms of this 

Agreement.

19. Section 1.01 of the LPA defines “Commitments” as “the capital contributions to the 

Partnership that the Preferred Limited Partners have made and the other Partners have made or are 

obligated to make to the Partnership. The amounts and terms of the Commitments of the General 

Partner, the Private Limited Partners, and the Preferred Limited Partners will be as stated in this 

Agreement.” 

20. Section 5.01(a) of the LPA governs the Private Limited Partner’s capital 

contributions. It provides, in pertinent part, “The Private Limited Partners and the General Partner 

commit to make capital contributions to the Partnership in the amounts set forth by their respective 

names on Exhibit ‘A’ attached to this Agreement.” 

21. Section 5.02(b) of the LPA provides, in relevant part:

Each Private Limited Partner that qualifies as an Institutional Investor shall 

not be obligated to make any initial capital contribution to the Partnership. 

To the extent that any such Private Limited Partner does not make any 

initial capital contribution, or makes a capital contribution in an amount less 

than the full amount of such Private Limited Partner’s Commitment, such 

Private Limited Partner shall pay the remaining balance of his 

Commitments in cash, in such amounts and at such times as shall be 

determined by the General Partner in its sole discretion, and each payment 

shall be made upon not less than twenty (20) days’ prior notice from the 

General Partner, which notice shall specify the date such payment shall be 

due and the percentage of the Private Limited Partners’ Commitments then 

due. Such Private Limited Partners shall not be obligated to provide an 

irrevocable credit to secure their obligation to contribute the unpaid portion 

of their Commitments. 

22. Section 5.02(c) of the LPA provides, in relevant part:

Each Private Limited Partner that does not qualify as an Institutional 

Investor shall be obligated to pay the full amount of its capital commitment 

as its initial capital contribution. However, such individual Private Limited 

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Partners may elect to fulfill this obligation by providing an irrevocable letter 

of credit equal to the unpaid portion of its Contribution and such other 

information as the SBA may require. Subsequent to the date of the initial 

capital contribution, such Private Limited Partners who satisfy any portion 

of their obligation under this Section 5.02(c) with an irrevocable letter of 

credit shall pay the remaining balance of their commitments in cash, in such 

amounts and at such times as shall be determined by the General Partner in 

its sole discretion, and each payment shall be made upon not less than 

twenty (20) days’ prior notice from the General Partner, which notice shall 

specify the date such payment shall be due and the percentage of the Private 

Limited Partner’s commitment due.

23. Section 5.06(c) of the LPA provides, in pertinent part:

No Private Limited Partner or General Partner has any right to delay, reduce 

or offset any obligation to contribute capital to the Partnership called under 

this Section 5.06 by reason of any counterclaim or right to offset by the 

Partner or the Partnership against SBA or any Preferred Limited Partner.

24. Section 5.07(b) of the LPA provides:

The Partnership shall not enter into any agreement (whether oral or written), 

release or settlement with any Partner or take any action under any 

provision of this Agreement, which defers, reduces, or terminates the 

obligations of any such Partner to make contributions to the capital of the 

Partnership, or commence any legal proceeding or arbitration, which seeks 

any such deferral, reduction or termination of such obligation, and no such 

agreement, release, settlement or action taken under any provision of this 

Agreement shall be effective with respect to the Partnership or any such 

Partner, without the prior written (except as provided in Section 5.07(d)) 

consent of the SBA.

25. Section 5.07(c) of the LPA provides:

Unless SBA has given its prior consent or the provisions of Section 5.07(d) 

have become applicable, the Partnership will not (i) take any action 

(including entering into any agreement (whether oral or written), release or 

settlement with any Partner) which defers, reduces, or terminates the 

obligations of the Partner to make contributions to the capital of the 

Partnership, or (ii) commence any legal proceeding or arbitration, which 

seeks any such deferral, reduction or termination of such obligation. 

Without the consent of SBA (including SBA's deemed consent under 

Section 5.07(d)) no such agreement, release, settlement or action taken will 

be effective with respect to the Partnership or any Partner.

26. Section 5.11 of the LPA provides:

In the event that any Private Limited Partner fails to make a contribution 

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required under this Agreement within thirty (30) days after the date such 

contribution is due, then the General Partner may, in its sole discretion, 

elect to charge such Private Limited Partner interest at an annual rate equal 

to fifteen percent (15%) on the amount due from the date such amount 

became due until the earlier of (a) the date on which such payment is 

received by the Partnership or (b) the date of any notice given to such 

Private Limited Partner by the General Partner pursuant to Sections 5.13, 

5.14 or 5.15.

27. Cardinal Growth performed its own contractual duties under the LPA.

COUNT I:

BREACH OF CONTRACT

(Defendant Vincent John Goodwin, a.k.a. V. John Goodwin)

28. The Receiver incorporates by reference Paragraphs 1 through 27, above, as though 

fully set forth herein.

29. Prior to October 15, 2002, Robert J. Bobb (“Bobb”) obtained a $2,500,000 (two 

million five hundred thousand dollars) limited partnership interest in Cardinal Growth, pursuant to 

which Bobb agreed to fund such limited partnership interest by way of a $2,500,000 (two million 

five hundred thousand dollars) capital commitment.

30. On or about October 15, 2002, Bobb and Defendant Goodwin entered into an initial 

assignment agreement (“First Assignment”) wherein Defendant Goodwin assumed a $750,000 

(seven hundred fifty thousand dollars) share of Bobb’s aggregate commitment, of which assumed 

share $375,000 (three hundred seventy five thousand dollars) remained, at that time, unfunded. 

The October 15, 2002 assignment documentation evidencing the First Assignment has been

attached hereto as part of Group Exhibit 3, which is incorporated herein by reference.

31. Contemporaneous with the First Assignment, Defendant Goodwin executed a 

Counterpart Signature Page to the LPA (“First Counterpart Signature Page”). The First 

Counterpart Signature Page, signed by Defendant Goodwin and evidencing Defendant Goodwin’s 

commitment to make a capital contribution to Cardinal Growth in the amount of $375,000 (three 

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hundred seventy five thousand dollars), is attached hereto as part of Group Exhibit 3.

32. On or about October 18, 2005, Bobb and Defendant Goodwin entered into a second 

assignment agreement (”Second Assignment”) wherein Defendant Goodwin assumed an 

additional $250,000 (two hundred fifty thousand dollars) share of Bobb’s aggregate commitment, 

of which $62,500 (sixty two thousand five hundred dollars) remained, at that time, unfunded. The 

October 18, 2005 assignment documentation evidencing the Second Assignment has been attached 

hereto as part of Group Exhibit 3.

33. Contemporaneous with the Second Assignment, Defendant Goodwin executed a 

Counterpart Signature Page to the LPA (“Second Counterpart Signature Page”). The Second 

Counterpart Signature Page, signed by Defendant Goodwin and evidencing Defendant Goodwin’s 

commitment to make a capital contribution to Cardinal Growth in the amount of $250,000 (two

hundred fifty thousand dollars), is attached hereto as part of Group Exhibit 3.

34. The books and records of Cardinal Growth reflect the amount that each Private 

Limited Partner actually paid toward his capital contribution commitment.

35. The books and records of Cardinal Growth reveal that Defendant Goodwin has not 

made the total capital contribution he agreed to make to Cardinal Growth.

36. The books and records of Cardinal Growth show that, as to Cardinal Growth, 

Defendant Goodwin has a total unfunded capital commitment amount of $250,000 (two hundred 

fifty thousand dollars).

37. In order to ensure Defendant Goodwin paid his full capital commitment, Cardinal 

Growth’s General Partner and the Receiver issued unfunded capital commitment demand letters, 

dated April 11, 2011; September 22, 2011; and March 5, 2012, demanding payment in the amount 

of $250,000 (two hundred fifty thousand dollars) from Defendant Goodwin. 

38. Despite the demands referenced in the immediately preceding Paragraph, 

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Defendant Goodwin has not fully paid his total capital commitment to the Receiver.

39. Defendant Goodwin has breached the LPA by failing to pay to Cardinal Growth the 

entire amount he agreed to pay under the LPA.

40. As a direct and proximate result of Defendant Goodwin’s breach of the LPA, 

Cardinal Growth has suffered and continues to suffer serious injury, including, but not necessarily 

limited to, the loss of monies owed by Defendant Goodwin, lost interest on the money, and such 

other damages as may be hereafter discovered.

WHEREFORE, Plaintiff demands judgment against the defendant Private Limited Partner, 

Vincent John Goodwin, for his unfunded capital commitment of $250,000 (two hundred fifty 

thousand dollars) pursuant to the capital call notice plus fifteen percent (15%) interest from April 

27, 2011, together with costs, attorneys fees, and such other relief as this Court deems just and 

proper under the circumstances.

COUNT II:

BREACH OF CONTRACT

(Defendant Goldcrest Distribution, Ltd.)

41. The Receiver incorporates by reference Paragraphs 1 through 27, above, as though 

fully set forth herein.

42. On or about December 16, 1999, Defendant Goldcrest entered into the LPA, by 

which it agreed to pay $250,000.00 (two hundred fifty thousand) for a limited partnership interest 

in Cardinal Growth.

43. Defendant Goldcrest committed to make a capital contribution to Cardinal Growth 

in the amount of $250,000.00 (two hundred fifty thousand dollars) as set forth in Exhibit “A” to

the LPA. 

44. The Counterpart Signature Page to the LPA signed by Darren Lee Colquitt on 

behalf of Goldcrest, and evidencing Defendant Goldcrest’s commitment to make a capital 

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contribution to Cardinal Growth in the amount of $250,000.00 (two hundred fifty thousand), is 

attached hereto as Exhibit 4, which is incorporated herein by reference.

45. The books and records of Cardinal Growth reflect the amount that each Private 

Limited Partner actually paid toward its capital contribution commitment.

46. The books and records of Cardinal Growth reveal that Defendant Goldcrest has not 

made the full capital contribution it agreed to make to Cardinal Growth as set forth in Exhibit “A” 

to the LPA. 

47. The books and records of Cardinal Growth show that, as to Cardinal Growth, 

Defendant Goldcrest has an unfunded capital commitment amount of $62,500.00 (sixty two 

thousand five hundred dollars).

48. In order to ensure Defendant Goldcrest paid its full capital commitment in 

accordance with Exhibit “A” of the LPA, Cardinal Growth’s General Partner and the Receiver 

issued unfunded capital commitment demand letters, dated April 11, 2011; September 22, 2011; 

and March 5, 2012, demanding payment in the amount of $62,500.00 (sixty two thousand five 

hundred dollars) from Defendant Goldcrest.

49. Despite the demands referenced in the immediately preceding Paragraph, 

Defendant Goldcrest has not fully paid its capital commitment to the Receiver. 

50. Defendant Goldcrest has breached the LPA by failing to pay to Cardinal Growth 

the entire amount it agreed to pay under the LPA.

51. As a direct and proximate result of Defendant Goldcrest’s breach of the LPA, 

Cardinal Growth has suffered and continues to suffer serious injury, including, but not necessarily 

limited to, the loss of monies owed by Defendant Goldcrest, lost interest on the money, and such 

other damages as may be hereafter discovered.

WHEREFORE, Plaintiff demands judgment against the defendant Private Limited Partner, 

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Goldcrest Distribution, Ltd., for its unfunded capital commitment of $62,500.00 (sixty two 

thousand five hundred dollars) pursuant to the capital call notice plus fifteen percent (15%) 

interest from April 27, 2011, together with costs, attorneys fees, and such other relief as this Court 

deems just and proper under the circumstances.

COUNT III:

BREACH OF CONTRACT

(Defendant Junkei Lin, a.k.a. Lin Shunqing)

52. The Receiver incorporates by reference Paragraphs 1 through 27, above, as though 

fully set forth herein.

53. On or about November 24, 1999, Defendant Lin entered into the LPA, by which he

agreed to pay $500,000.00 (five hundred thousand dollars) for a limited partnership interest in 

Cardinal Growth. 

54. Defendant Lin committed to make a capital contribution to Cardinal Growth in the 

amount of $500,000.00 (five hundred thousand dollars) as set forth in Exhibit “A” to the LPA. 

55. The Counterpart Signature Page to the LPA signed by Defendant Lin, and 

evidencing Defendant Lin’s commitment to make a capital contribution to Cardinal Growth in the 

amount of $500,000.00 (five hundred thousand dollars), is attached hereto as Exhibit 5, which is 

incorporated herein by reference.

56. The books and records of Cardinal Growth reflect the amount that each Private 

Limited Partner actually paid toward his capital contribution commitment.

57. The books and records of Cardinal Growth reveal that Defendant Lin has not made 

the full capital contribution he agreed to make to Cardinal Growth as set forth in Exhibit “A” to 

the LPA. 

58. The books and records of Cardinal Growth show that, as to Cardinal Growth, 

Defendant Lin has an unfunded capital commitment amount of $125,000.00 (one hundred twenty 

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five thousand dollars).

59. Because Defendant Lin failed to pay his capital commitment in accordance with 

Exhibit “A” of the LPA, Cardinal Growth’s General Partner and the Receiver have issued 

unfunded capital commitment demand letters, dated April 11, 2011; September 22, 2011; and 

March 5, 2012, demanding payment in the amount of $125,000.00 (one hundred twenty five 

thousand dollars) from Defendant Lin. 

60. Despite the Demands referenced in the immediately preceding Paragraph, 

Defendant Lin has not fully paid his capital commitment to the Receiver. 

61. Defendant Lin has breached the LPA by failing to pay to Cardinal Growth the 

entire amount he agreed to pay under the LPA.

62. As a direct and proximate result of Defendant Lin’s breach of the LPA, Cardinal 

Growth has suffered and continues to suffer serious injury, including, but not necessarily limited 

to, the loss of monies owed by Defendant Lin, lost interest on the money, and such other damages 

as may be hereafter discovered.

WHEREFORE, Plaintiff demands judgment against the defendant Private Limited Partner, 

Junkei Lin, a.k.a. Lin Shunqing, for his unfunded capital commitment of $125,000.00 (one 

hundred twenty five thousand dollars) pursuant to the capital call notice plus fifteen percent (15%) 

interest from April 27, 2011, together with costs, attorneys fees, and such other relief as this Court 

deems just and proper under the circumstances.

COUNT IV:

BREACH OF CONTRACT

(Defendants David Lubeck and Jeanne Lubeck)

63. The Receiver incorporates by reference Paragraphs 1 through 27, above, as though 

fully set forth herein.

64. On or about November 15, 1999, Defendants David Lubeck and Jeanne Lubeck 

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(collectively, “the Lubeck Defendants”) entered into the LPA, by which they agreed to pay 

$250,000.00 (two hundred fifty thousand dollars) for a limited partnership interest in Cardinal 

Growth.

65. The Lubeck Defendants committed to make a capital contribution to Cardinal 

Growth in the amount of $250,000.00 (two hundred fifty thousand dollars) as set forth in Exhibit

“A” to the LPA. 

66. The Counterpart Signature Page to the LPA signed by the Lubeck Defendants, and 

evidencing Defendants’ commitment to make a capital contribution to Cardinal Growth in the 

amount of $250,000.00 (two hundred fifty thousand dollars), is attached hereto as Exhibit 6, which 

is incorporated herein by reference.

67. The books and records of Cardinal Growth reflect the amount that each Private 

Limited Partner actually paid toward their capital contribution commitment.

68. The books and records of Cardinal Growth reveal that the Lubeck Defendants have 

not made the full capital contribution they agreed to make to Cardinal Growth as set forth in 

Exhibit “A” to the LPA. 

69. The books and records of Cardinal Growth show that, as to Cardinal Growth, the 

Lubeck Defendants have an unfunded capital commitment amount of $62,500.00 (sixty two 

thousand five hundred dollars).

70. In order to ensure the Lubeck Defendants paid their full capital commitment in 

accordance with Exhibit “A” of the LPA, Cardinal Growth’s General Partner and the Receiver 

issued unfunded capital commitment demand letters, dated April 11, 2011; September 22, 2011; 

and March 5, 2012, demanding payment in the amount of $62,500.00 (sixty two thousand five 

hundred dollars) from the Lubeck Defendants. 

71. Despite the demands referenced in the immediately preceding Paragraph, the 

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Lubeck Defendants have not fully paid their capital commitment to the Receiver. 

72. The Lubeck Defendants have breached the LPA by failing to pay to Cardinal 

Growth the entire amount they agreed to pay under the LPA.

73. As a direct and proximate result of the Lubeck Defendants’ breach of the LPA, 

Cardinal Growth has suffered and continues to suffer serious injury, including, but not necessarily 

limited to, the loss of monies owed by the Lubeck Defendants, lost interest on the money, and 

such other damages as may be hereafter discovered.

WHEREFORE, Plaintiff demands judgment against the defendant Private Limited 

Partners, David Lubeck and Jeanne Lubeck, for their unfunded capital commitment of $62,500.00 

(sixty two thousand five hundred dollars) pursuant to the capital call notice plus fifteen percent 

(15%) interest from April 27, 2011, together with costs, attorneys fees, and such other relief as this 

Court deems just and proper under the circumstances.

COUNT V:

BREACH OF CONTRACT

(Defendant Bruce Ruzgis)

74. The Receiver incorporates by reference Paragraphs 1 through 27, above, as though 

fully set forth herein.

75. Prior to June 16, 2003, Cardinal Growth Corporation (“CGC”) obtained a limited 

partnership interest in Cardinal Growth, pursuant to which CGC agreed to fund such limited 

partnership interest by way of a capital commitment.

76. On or about June 16, 2003, CGC and Defendant Ruzgis entered into an assignment 

agreement (“Ruzgis Assignment”) wherein Defendant Ruzgis assumed a $250,000 (seven hundred 

fifty thousand dollars) share of CGC’s aggregate commitment, of which assumed share at least 

$100,000 (one hundred thousand dollars) remained, at that time, unfunded. The October 15, 2002 

assignment documentation evidencing the Ruzgis Assignment has been attached hereto as Exhibit 

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7, which is incorporated herein by reference.

77. As to the limited partnership share which he purchased, Defendant Bruce Ruzgis 

assumed CGC’s commitment to pay the remaining $100,000 (one hundred thousand dollars) of the 

total $250,000.00 (two hundred fifty thousand dollar) share which he purchased.

78. Pursuant to the commitment referenced in the immediately preceding paragraph, 

Defendant Bruce Ruzgis made a $12,500 payment on or about November 28, 2003, and a $25,000 

payment, on or about August 3, 2004.

79. The books and records of Cardinal Growth reflect the amount that each Private 

Limited Partner actually paid toward his capital contribution commitment.

80. The books and records of Cardinal Growth reveal that Defendant Bruce Ruzgis has 

not made the full capital contribution he agreed to make to Cardinal Growth.

81. The books and records of Cardinal Growth show that, as to Cardinal Growth, 

Defendant Ruzgis has an unfunded capital commitment amount of $62,500 (sixty two thousand 

five hundred dollars).

82. In order to ensure that Defendant Ruzgis pay his full capital commitment to 

Cardinal Growth, Cardinal Growth’s General Partner and the Receiver have issued unfunded 

capital commitment demand letters, dated April 11, 2011; September 22, 2011; and March 5, 

2012, demanding payment in the amount of $62,500 (sixty two thousand five hundred dollars)

from Defendant Bruce Ruzgis. 

83. Despite the Demands referenced in the immediately preceding Paragraph, 

Defendant Bruce Ruzgis has not fully paid his capital commitment to the Receiver. 

84. Defendant Bruce Ruzgis has breached the LPA by failing to pay to Cardinal 

Growth the entire amount demanded from him.

85. As a direct and proximate result of Defendant Bruce Ruzgis’s breach of the LPA, 

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Cardinal Growth has suffered and continues to suffer serious injury, including, but not necessarily 

limited to, the loss of monies owed by Defendant Bruce Ruzgis, lost interest on the money, and 

such other damages as may be hereafter discovered.

86. WHEREFORE, Plaintiff demands judgment against the defendant Private Limited 

Partner, Bruce Ruzgis, for his unfunded capital commitment of $62,500 (sixty two thousand five 

hundred dollars) pursuant to the capital call notice plus fifteen percent (15%) interest from April 

27, 2011, together with costs, attorneys fees, and such other relief as this Court deems just and 

proper under the circumstances.

COUNT VI:

BREACH OF CONTRACT

(Defendant Timothy K. Ozark and the Timothy K. Ozark Revocable Trust)

87. The Receiver incorporates by reference Paragraphs 1 through 27, above, as though 

fully set forth herein.

88. On or about January 15, 2001, Defendant Ozark entered into the LPA, by which he 

agreed to pay $500,000.00 (five hundred thousand dollars) for a limited partnership interest in 

Cardinal Growth.

89. Defendant Ozark committed to make a capital contribution to Cardinal Growth in

the amount of $500,000.00 (five hundred thousand dollars). 

90. The Counterpart Signature Page to the LPA signed by Defendant Ozark, and 

evidencing Defendant Ozark’s commitment to make a capital contribution to Cardinal Growth in

the amount of $500,000.00 (five hundred thousand dollars), is attached hereto as part of Group 

Exhibit 8, which is incorporated herein by reference.

91. Subsequent to January 15, 2001, Defendant Ozark (individually) and Defendant 

Ozark (as trustee of the Defendant Trust) entered into an assignment agreement (“Ozark 

Assignment”) wherein Defendant Trust purported to assume Defendant Ozark’s $500,000.00 (five 

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hundred thousand dollars) share in Cardinal Growth and the accompanying capital commitment.

92. Contemporaneous with the execution of the Ozark Assignment, Defendant Ozark 

(as trustee of the Defendant Trust) executed an additional Counterpart Signature Page, by which 

the Defendant Trust agreed to pay $500,000.00 (five hundred thousand dollars) for a limited 

partnership interest in Cardinal Growth.

93. The Counterpart Signature Page to the LPA signed by Defendant Ozark (as trustee 

of the Defendant Trust), and evidencing the Defendant Trust’s commitment to make a capital 

contribution to Cardinal Growth in the amount of $500,000.00 (five hundred thousand dollars), is 

attached hereto as part of Group Exhibit 8.

94. By its terms, the Ozark Assignment purports to delay, reduce, terminate, or offset 

Defendant Ozark’s personal obligation to contribute capital to the Partnership, thus requiring 

SBA’s consent under LPA sections 5.05, 5.06, and 5.07 (quoted above, in pertinent part) before 

such assignment can take effect. 

95. Although Defendant Ozark sought CGLLC’s approval of and consent to the Ozark 

Assignment, neither the consent nor the approval of SBA was ever sought or obtained as to the 

Ozark Assignment.

96. The books and records of Cardinal Growth reflect the amount that each Private 

Limited Partner actually paid toward its capital contribution commitment.

97. The books and records of Cardinal Growth reveal that neither Defendant Ozark nor 

the Defendant Trust has made the full capital contribution they agreed to make to Cardinal 

Growth. 

98. The books and records of Cardinal Growth show that, as to Cardinal Growth,

Defendant Ozark and the Defendant Trust have an unfunded capital commitment amount of

$125,000.00 (one hundred twenty five thousand dollars).

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99. Because Defendant Ozark and the Defendant Trust failed to pay their capital 

commitment, Cardinal Growth’s General Partner and the Receiver have issued unfunded capital 

commitment demand letters, dated April 11, 2011; September 22, 2011; and March 5, 2012, 

demanding payment in the amount of $125,000.00 (one hundred twenty five thousand dollars) 

from the Defendant Trust and an additional demand, dated March 23, 2012, demanding payment 

in the amount of $125,000.00 (one hundred twenty five thousand dollars) from Defendant Ozark.

100. Despite the Demands referenced in the immediately preceding Paragraph, neither 

Defendant Ozark nor the Defendant Trust has fully paid their capital commitment to the Receiver. 

101. Defendant Ozark and the Defendant Trust have breached the LPA by failing to pay 

to Cardinal Growth the entire amount they agreed to pay under the LPA.

102. As a direct and proximate result of Defendant Ozark and the Defendant Trust’s 

breach of the LPA, Cardinal Growth has suffered and continues to suffer serious injury, including, 

but not necessarily limited to, the loss of monies owed by Defendant Ozark and the Defendant 

Trust, lost interest on the money, and such other damages as may be hereafter discovered.

WHEREFORE, Plaintiff demands judgment against Defendant Ozark and the Defendant 

Trust, for their unfunded capital commitment of $125,000.00 (one hundred twenty five thousand 

dollars) pursuant to the capital call notice plus fifteen percent (15%) interest from April 27, 2011, 

together with costs, attorneys fees, and such other relief as this Court deems just and proper under 

the circumstances.

COUNT VII:

BREACH OF CONTRACT

(Defendant Mark Carr)

103. The Receiver incorporates by reference Paragraphs 1 through 27, above, as though 

fully set forth herein.

104. On or about March 9, 2000, Defendant Carr entered into the LPA, by which he 

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agreed to pay $100,000.00 (one hundred thousand dollars) for a limited partnership interest in 

Cardinal Growth. 

105. Defendant Carr committed to make a capital contribution to Cardinal Growth in the 

amount of $100,000.00 (one hundred thousand dollars) as set forth in Exhibit “A” to the LPA.

106. The Counterpart Signature Page to the LPA signed by Defendant Carr, and 

evidencing Defendant Carr’s commitment to make a capital contribution to Cardinal Growth in the 

amount of $100,000.00 (one hundred thousand dollars), is attached hereto as Exhibit 9, which is 

incorporated herein by reference.

107. The books and records of Cardinal Growth reflect the amount that each Private 

Limited Partner actually paid toward his capital contribution commitment.

108. The books and records of Cardinal Growth reveal that Defendant Carr has not made 

the full capital contribution he agreed to make to Cardinal Growth as set forth in Exhibit “A” to 

the LPA. 

109. The books and records of Cardinal Growth show that, as to Cardinal Growth, 

Defendant Carr has an unfunded capital commitment amount of $24,000.00 (twenty four thousand 

dollars).

110. In order to ensure Defendant Carr paid his full capital commitment in accordance 

with Exhibit “A” of the LPA, Cardinal Growth’s General Partner and the Receiver issued 

unfunded capital commitment demand letters, dated April 11, 2011; September 22, 2011; and 

March 5, 2012, demanding payment of the unfunded capital commitment from Defendant Carr.

111. Despite the demands referenced in the immediately preceding Paragraph, 

Defendant Carr has not fully paid his capital commitment to the Receiver. 

112. Defendant Carr has breached the LPA by failing to pay to Cardinal Growth the 

entire amount he agreed to pay under the LPA.

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113. As a direct and proximate result of Defendant Carr’s breach of the LPA, Cardinal 

Growth has suffered and continues to suffer serious injury, including, but not necessarily limited 

to, the loss of monies owed by Defendant Carr, lost interest on the money, and such other damages 

as may be hereafter discovered.

WHEREFORE, Plaintiff demands judgment against the defendant Private Limited Partner, 

Mark Carr, for his unfunded capital commitment of $24,000.00 (twenty four thousand dollars)

pursuant to the capital call notice plus fifteen percent (15%) interest from April 27, 2011, together 

with costs, attorneys fees, and such other relief as this Court deems just and proper under the 

circumstances.

Dated: May 27, 2012

By: /s/ Arlene P. Messinger

Arlene P. Messinger 

Office of General Counsel 

U.S. Small Business Administration 

409 Third Street, S.W., Seventh Floor 

Washington, D.C. 20416 

(202) 205-6857

By: _/s/ Thomas A. Smith

Thomas A. Smith

Thomas B. Keegan

SENAK KEEGAN GLEASON 

SMITH & MICHAUD, LTD.

550 West Jackson Blvd., Suite 1400

Chicago, IL 60661

(312) 214-1400

Attorneys for the United States Small 

Business Administration as Receiver for

Cardinal Growth, L.P.

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