IN THE UNITED STATES DISTRICT COURT 

FOR THE NORTHERN DISTRICT OF ILLINOIS 

EASTERN DIVISION 

VENTAS REALTY, LIMITED 

PARTNERSHIP, 

 Plaintiff, 

v. 

ALC CVMA, LLC, ALC GGMG, LLC, 

ALC HTIF, LLC, ALC PEDG, LLC, 

ALC TPCG, LLC, ALC TISSC, LLC, 

ALC TSKG, LLC, ALC WRWG, LLC, 

and ASSISTED LIVING CONCEPTS, 

INC., 

 Defendants. 

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No. 12-CV-3107 

Judge Ronald A. Guzman 

Magistrate Judge Sidney Schenkier 

JOINT REPORT OF PARTIES’ RULE 26(f) PLANNING MEETING 

Plaintiff Ventas Realty, Limited Partnership (“Plaintiff”) and Defendants ALC CVMA, 

LLC, ALC GGMG, LLC, ALC HTIF, LLC, ALC PEDG, LLC, ALC TPCG, LLC, ALC 

TISSC, LLC, ALC TSKG, LLC, ALC WRWG, LLC, (collectively, the “ALC Entities”) and 

Assisting Living Concepts, Inc. (“ALC Inc.”, and, together with the ALC Entities, 

“Defendants”) hereby jointly submit this Joint Report pursuant to Rule 26(f) of the Federal 

Rules of Civil Procedure (“Rule 26(f)”). 

1. Conference. Pursuant to Rule 26(f), the parties (through their counsel) 

conferred regarding the nature and bases of their respective claims and defenses, the nature and 

scope of anticipated discovery, and a discovery plan. The parties were able to reach 

agreement regarding various discovery-related matters, including a proposed discovery 

schedule (set forth below). 

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2. Nature of the Case. 

A. Claims by Plaintiff: 

In its First Amended Complaint (“Amended Complaint”), Plaintiff asserts a claim 

against the ALC Entities for breach of that certain “Amended and Restated Master Lease 

Agreement” (MLA) entered into with Plaintiff and attached as Exhibit 1 to the Amended 

Complaint, and a claim against ALC Inc. for breach of that certain Guaranty of Lease 

(Guaranty), entered into with Plaintiff and attached as Exhibit 2 to the Amended Complaint. 

Plaintiff seeks to terminate the ALC Entities’ right to possession of the facilities, to terminate 

the MLA, and to obtain damages for their breach of the MLA. Plaintiff also seeks damages 

from ALC Inc. for its breach of the Guaranty. 

B. Defenses/Claims by Defendants. 

The defendants will answer Plaintiff’s amended complaint on or before June 7, 2012 

per the Court’s minute order. Currently, the defendants anticipate that they will assert their 

defenses to Plaintiff’s alleged damages and other claimed remedies, and will be reviewing 

Plaintiff’s claims of material breach. Counterclaims, if any, will also be alleged in the answer 

to the amended complaint or within the time frame permitted for amendments thereof. 

C. Basis for Federal Jurisdiction. 

This Court has jurisdiction over the subject matter of this action pursuant to 28 U.S.C. 

§ 1332. Plaintiff is a citizen of different states than Defendants and the amount in controversy 

exceeds $75,000, exclusive of interest and costs. 

3. Pre-Trial Considerations and Schedule. 

A. Anticipated Topics of Discovery. 

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i. Plaintiff anticipates a need for discovery on the following topics. 

Defendants reserve the right to contest the relevancy and 

discoverability of any or all of the topics listed by Plaintiff. 

a. The ALC Entities’ operations of the leased facilities; 

 

b. The involvement of ALC Inc. in the operations of the leased 

facilities; 

c. The defaults and Events of Default detailed in letters to 

Defendants dated March 23, May 4, 9 and 16; 

d. State investigations and hearings with respect to Defendants’ 

operations of the leased facilities; 

e. Matters detailed in ALC Inc.’s Form 8-K filed with the SEC 

dated May 4, 2012; 

f. Matters detailed in ALC Inc.’s Form 8-K filed with the SEC 

dated May 14, 2012; 

g. Any alleged counterclaims brought by any or all of 

Defendants. 

ii. Defendants anticipate a need for discovery on the following topics. 

Plaintiff reserves the right to contest the relevancy and 

discoverability of any or all of the topics listed by Defendants. 

a. Plaintiff’s obligation to mitigate its claimed damages; 

b. Plaintiff’s alleged interference with the ALC Entities’ 

performance of their contracts; 

c. Any counterclaims brought by the ALC Entities; 

d. Plaintiff’s attorneys’ fees; 

e. Any subcomponent of damages or expenses claimed by 

Plaintiff. 

B. Electronic Discovery. The parties have discussed discovery of 

electronically stored information (“ESI”). The parties acknowledge their obligation to take 

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reasonable and proportionate steps to preserve relevant and discoverable ESI within their 

possession, custody, or control and, therefore, propose the following methods to identify ESI 

and eliminate duplicative ESI: 

i. The parties agree to use best efforts to preserve and, where 

appropriate, produce all electronic documents in searchable TIFF 

format, subject to any technical limitations, which may be subject to 

further specification by each party issuing discovery pursuant to Fed. 

R. Civ. P. 34; and 

ii. The parties agree to confer within 14 days after the exchange of their 

Rule 26(a)(1) disclosures to address, inter alia, the following: (i) 

their document retention policies, if any; (ii) the identity of key 

custodians of potentially relevant information and the preservation of 

potentially relevant information by them; and (iii) the storage of 

electronic information, including the storage and back-up of emails. 

C. Number of Depositions. Plaintiff estimates that it will need 

approximately eight (8) depositions. Defendants estimate that they will need approximately ten 

(10) depositions. 

D. Discovery Plan. The parties jointly propose the following discovery 

plan: 

i. Parties to make their initial disclosures pursuant to Rule 26(a)(1) on 

or before June 14, 2012. 

ii. All fact and expert discovery to be commenced in time to be 

completed on or before October 30, 2012. 

iii. The parties propose the following schedule for Rule 26(a)(2) 

disclosures and related expert discovery: 

a. Any party may serve a report from any retained expert in 

support of any affirmative claim(s) by July 23, 2012; 

b. Any party may serve a report from any retained expert in 

defense to any claim(s) asserted against that party by 

September 21, 2012. 

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E. Dispositive Motions. All potentially dispositive motions to be filed on or 

before November 1, 2012. 

4. Trial Schedule. The case should be ready for trial by December 17, 2012, and 

at this time is expected to take approximately 3 days. 

5. Consent to Proceed before Magistrate Judge. Unanimous consent has not 

been reached. 

Dated: May 22, 2012 Respectfully submitted, 

VENTAS REALTY, LIMITED 

PARTNERSHIP 

ALC CVMA, LLC, ALC GGMG, LLC, 

ALC HTIF, LLC, ALC PEDG, LLC, ALC 

TPCG, LLC, ALC TISSC, LLC, ALC 

TSKG, LLC, ALC WRWG, LLC, and 

ASSISTED LIVING CONCEPTS, INC. 

____/s/ Brandon C. Prosansky_______ 

 One of Its Attorneys 

____/s/ John A. Rothstein__________ 

 One of Their Attorneys 

Roger H. Stetson 

Brandon C. Prosansky 

BARACK FERRAZZANO KIRSCHBAUM &

NAGELBERG LLP 

200 West Madison Street, Suite 3900 

Chicago, Illinois 60606 

Tel: (312) 984-3100 

John A. Rothstein 

QUARLES & BRADY LLP 

411 East Wisconsin Avenue 

Suite 2350 

Milwaukee, Wisconsin 53202 

Tel: (414) 277-5000 

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