UNITED STATES DISTRICT COURT FOR THE 

MIDDLE DISTRICT OF ALABAMA 

NORTHERN DIVISION 

Donna Dorsey Davis, ) 

as an individual and derivatively upon behalf ) 

of I-65 Properties, Inc. ) 

 ) 

 Plaintiff, ) 

 ) 

vs., ) CIVIL ACTION NO: 2:06cv766 

 ) 

Richard M. Dorsey, as an individual, ) 

and CD& O, LLC, as a necessary party, ) 

 ) 

 Defendant. ) 

REPORT OF PARTIES’ PLANNING MEETING 

1. Pursuant to Rule 26(f), Fed. R. Civ. P., a meeting was held on October 30, 2006 via 

internet communication and was attended by: 

 Lindsay B. Erwin for Plaintiff, and 

 Clifford W. Cleveland for Defendants. 

2. Synopsis of General Claims and Defenses:

Plaintiff: This action arises under Ala. R. Civ. P. 23.1 and is based on diversity jurisdiction. 

The Plaintiff, Donna Dorsey Davis, individually and derivatively on behalf of I65 Properties, Inc., is entitled to the relief she seeks because Defendant has used 

his position to control I-65 and its assets and has managed I-65 in a manner 

oppressive to the other shareholder in violation of the fiduciary duty he owes her. 

Plaintiff alleges Defendant has (a.) refused to provide the minority shareholder 

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with documents or access to information as required under Alabama law, (b.) 

denied the shareholder meaningful participation in management of the corporate 

affairs as required under Alabama law, (c.) failed to allow the Plaintiff to 

participate in any annual shareholder meeting, either directly or through proxy, 

and (d.) stripped I-65 of any future profits by acquiring most land surrounding I65 through Defendant’s other corporations. Plaintiff further alleges that 

Defendant has engaged in a course of self-dealing that has permitted him 

unlawfully to participate in profits of the business at the expense of the minority 

shareholder and I-65 as a whole. As a result, Plaintiff has been demanded to pay 

a mortgage on behalf of I-65 to Defendant’s other corporation Dorsey Motor 

Sales, Inc which inure exclusively to the benefit of Defendant. Said mortgage is 

purported to be inadequate and false upon its conception. Furthermore, 

Defendant has engaged in business transactions, utilized I-65 resources, and has 

exposed I-65 to financial obligations which did not serve nor further the 

legitimate business purpose of I-65 Properties, Inc. 

Defendant has operated CD&O, a competing land development in which 

Defendant owns the majority interest. Defendant has used the resources of 

CD&O to the detriment of I-65. Defendant has impaired the financial standing of 

I-65 by purchasing all the surrounding land of I-65 to further purport the business 

of CD&O. Defendant has acted negligently toward the interests of I-65 in failing 

and refusing to commit the time and resources to the operations of I-65 as 

opposed to his competing businesses and by commingling the resource of I-65. 

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Defendant: Defendant denies that he has inappropriately managed or handle affairs of the 

corporation and specific denies that he has taken any action to the detriment of the 

Plaintiff. To the contrary, the Defendant Richard M. Dorsey has managed 

frugally without any assistance from the Plaintiff and has handled the affairs of 

the corporation since its inception. He has paid all bills and expenses of the 

corporation and has made the Plaintiff aware of the obligations and 

responsibilities of the corporation as related to expenses and the mortgage on the 

property and the Plaintiff has failed and/or refused to make any contribution 

towards these expenses. The Defendant further states that he has made all 

financial records available to the Plaintiff and has opened all corporate books to 

her and her attorney which they have failed or refused to review prior to 

instigating this suit. In general, Defendants Richard M. Dorsey and CD&O, LLC 

deny each and every allegation of the Complaint and demand strict proof thereof. 

Furthermore, the Plaintiff owes sums to Richard M. Dorsey and I-65 Properties, 

Inc. which are due and current and for which demand has been made and claims 

from the Plaintiff those sums due. 

3. Initial Disclosures: The parties will exchange by November 21, 2006, the information 

 required by Fed. R. Civ. P. 26(a)(1). 

4. Discovery Plan: The parties jointly propose to the court the following discovery 

 plan: 

 Discovery shall be commenced in time to be completed by April 3, 2007; 

 Maximum of 40 interrogatories by each party to any other party, responses to which shall 

 be due 30 days after service; 

 Maximum of 40 requests for admission by each party to any other party, responses to 

 which shall be due 30 days after service; 

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 Each deposition limited to a maximum of 7 hours unless extended by agreement of the 

 parties; 

 Reports from retained experts under Rule 26(a)(2) are due: 

 From Plaintiff: February 1, 2007

 From Defendant: April 1, 2007

 Supplementation under Rule 26(e) are due 30 days before the close of discovery. 

5. Other Items: The parties do not request a conference with the Court before entry of the 

 scheduling order. 

 The parties request a pretrial conference on June 28, 2007. 

 The Plaintiff should be allowed until January 8, 2007 to join additional parties and amend 

 the pleadings. 

 The Defendant should be allowed until February 8, 2007 to join additional parties and 

 amend the pleadings. 

 All potentially dispositive motions should be filed by April 30, 2007.

 Final witness and exhibit lists under Rule 26(a)(3) shall be due: 

 

 From Plaintiff: 15 days prior to trial; 

 From Defendant: 15 days prior to trial. 

 Parties shall have 7 days after service of final witness and exhibit lists to object under 

 Rule 25(a)(3). 

The case should be ready for trial by July 10, 2007 in Montgomery, Alabama, and at this 

time is expected to take approximately 3 days. 

Respectfully submitted this 31st day of October, 2006. 

 __s/ Lindsay B. Erwin____________ 

 Lindsay B. Erwin 

 (ASB-5299-y593) 

 Attorney for Plaintiff 

 3516 Vann Road, Suite 114 

 Birmingham, Alabama 35235 

 

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__s/ Clifford W. Cleveland________ 

 Clifford W. Cleveland 

 Attorney for Defendants 

Cleveland & Colley, P.C. 

 Post Office Box 680689 

 Prattville, Alabama 36068 

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