USDC CASE NO. 3:L7-CV-0023-RS

SEC V. SFRC. ET AL.

EXHIBIT C

TO

DECLARATION OF SUSAN L. UECKER

Case 3:17-cv-00223-RS Document 71-3 Filed 02/16/17 Page 1 of 53
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Case 3:16-cv-04262-EMC Document 26 Filed 08/1-6116 Page 1 of 9

I]NITED STATES DISTRICT COURT

NORTHERN DISTRICT OF CALIFORNIA

ALAN YOUNG, et al., Case No. l6-cv -04262-EM:C

Plaintifß,

ORDER GRANTING PLAINTIFF'S

MOTION TO REMAND

THOMAS M HENDERSON, et al.,

Defendants.

DocketNo. 13

Defendants California Gold Medal, L.P. and Comprehensive Care of Oakland, L.P.

(together, ooRemoving pefendants") removed this action from state couft on July 29,2016. See

Docket No. 5 ("Removal"). Plaintiff Alan Young ("Young") filed a motion to remand this action

back to the Superior Court of the State of California in and for the County of Alameda. ,See

Docket No. l3 ("Motion").

Plaintiff asked that the Motion be heard on an expedited schedule. Docket No. 14.

Rernoving Defendants opposed, arguing they needed more time to develop their arguments. ,See

Docket No. 21 at 4. The Court set a hearing date of August 18,2016 for the Motion. After the

Court set the hearing date, Removing Defendants stated for the first time that their counsel was

unavailable until September 5, 2016. ,See DocketNo. 23. The Court grants Removing

Defendants' request to vacate the August 18 hearing.

The Court concludes no hearing is necessary. Pursuant to Civil Local Rule 7-1(b), the

Court finds that this matter is appropriate for decision without oral argument and is deemed

submitted. ,See N.D. Civ. L.R. 7-l (b). Having considered the parties' arguments, the Court

GRANTS Plaintiffls Motion to Remand.

EXHIBIT C

Case 3:17-cv-00223-RS Document 71-3 Filed 02/16/17 Page 2 of 53
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Case 3:16-cv-04262-EMC Document 26 Filed 08/L6/1-6 Page 2 oÍ I

A. Background

l. Procedural

This action has been proceeding in California state court since July 22,2015 ("State

Action"). ,See Remov al at2. Plaintiff named Thomas, Michael, and Matthew Henderson (the

,,Henderson Family", or the "Family") - all parties affiliated with Removing Defendants. ,See

Docket No. 5-7 ("FAC"). After nearly a yeü of active litigation in state court, Young filed a

Second Amended Complaint in the State Action on May 13,2076. See Docket No. 5-24 ("SAC").

The SAC added Removing Defendants. See id. at l.

The SAC asserts causes ofaction for breach offiduciary duty, conversion, breach of

contract, breach of the implied covenant of good faith and fair dealing, declaratory relief, violation

of California Corporations Code Section I77072.01, and demands for books and records and for

an accounting. See SAC at 29-43. It asserts no federal claims: Removing Defendants, however,

contend the SAC "alleges substantial questions of federal law'" Removalat4'

On May 73,2016,Plaintiff sent the SAC to counsel that represents the Henderson Family

and Removing Defendants' sister company in the State Action. ,S¿e Docket No. 13-3' The same

counsel represents Removing Defendants here. see Reply at7; compareDocketNo' l3-3 with

Removal (both showing Casalina & Disston as counsel)'

Removing Defendants claim not to have been offrcially served with the SAC until June 28,

2016. Removal at 2, By this time, Removing Defendants had been served with the summons and

various pleadings from the State Court action. See Docket No. 5 (attaching, inter alia, the SAC

and plaintiff s exhibits filed in support of the SAC, served on Removing Defendants by June 28,

2016; State Action defendants' Answer to the SAC and State Action defendants' CrossComplaint, served on Removing Defendants by June 9,2016)'

Removing Defendants attempted to remove to this Court on July 28,2016. Se¿ Docket

No. 1. However, they failed to attach the required documents, and removal was not effective' 'See

id. Removing Defendants filed a second notice of removal on July 29,2016. ,See Removal'

2. Facts

plaintiff invested in six limited partnerships ("LPs") and limited liability companies

2

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Case 3:1-6-cv-04262-ÉMC Document 26 Filed 08/1-61L6 Page 3 of 9

("LLCs") called Callsocket (collectively,'oCallSockets"). SAC at 1. He owns between47.5 and

50 percent of three CallSocket LLCs. ffi9,12,15.1 This ownership in the LLCs gives him "an

interest in the revenues and profits" of the three CallSocket LPs. 1lï 11, 14, 18.

The CallSockets were founded to allow foreign investors to gain visa status. fl 67.

Investors invested in the LPs, and the CallSocket LLCs operate the CallSocket LPs "on behalf of

the foreign limited partner investors." fl 71. In exchange for managing the LPs, the LLCs (and

through them their owners, Plaintiff and the Henderson Family) would receive $50,000 up front, a

management fee of $10,000 per investor per year, and 50 percent of the cash flow. !172. Thomas

Henderson handled the tasks associated with corporate formation, and Plaintiff created a business

plan and managed the call centers. fl 74.

Plaintiff asserts that he has beenoofrozen out of the business and operations of'the

Callsockets. 1Ì 2. He believes this is because the Henderson Family, personally and through

companies they own and manage, have been diverting CallSockets' assets and funds 'ofor their

personal use and benefit unrelated to any legitimate company purpose'" 1[1] 3, 25. Among other

entities,2 plaintiff alleges the Henderson Family owns Removing Defendantso and acts as agent for

service of process on Removing Defendants. '11ï 27 ,35. He alleges these defendants "have taken

$53.5 million of investor funds." fl 4.

plaintiff alleges that the Henderson Family has commingled funds between the

Callsockets, San Francisco Regional Center ("SFRC"), and various entities the Family controls.

fl 59. He also alleges the Family uses the CallSockets' funds for their personal benefit; to acquire

real property, personal property, and businesses in the name of the Henderson Family or of one of

the entities they control; to divert the Callsockets' funds into separate bank accounts; and to lease

real property with CallSockets' funds and then take the income from that lease for their own use.

1 Unless otherwise noted, "!f " refers to the SAC.

2 plaintiff alleges the Henderson Family also owns and acts as ag:nt for service ofprocess for

SÈ{C; gerkelõy Healthcare Dynamlcs, Lf.; CallTeks Se,curity,I,T,C;City Brandìviedia, LLg; 

,

i-Àãáiu, iliC; rufugnin Éventi, irC; Ño.ttt America 3PL,LLC;North America 3PL, L.P.; Tesh,

itC; ihffirirere"r{Ëstaurant ôroup, LLC; Hyjlrant Media, I-LC; HF !elc_o, LLC_; Metro WiFi

nuil"'Lp.; JL Gatewaf flC; and GäoDomâin Develgp1gnl Ventures, LLC. SAC \n25-41. The

Hén¿.rcoir Family aträ SF'RC were named in Plaintiff s FAC. ,See FAC.

J

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Case 3:1-6-cv-04262-EMC Document 26 Filed 08/L6iL6 Page 4 af 9

fl 60. He alleges the Henderson Family breached the CallSockets' Operating Agreements by:

. engaging in related party transactions prohibited by the agreements, T 86;

o failing to properly allocate and account for profits, losses, expenses, and income,

and failing to properly allocate distributions, tl 87;

r failing to maintain separate bank accounts for each LLC, and commingling each

CallSockets' funds with SFRC, other Callsockets, and other companies owned by

the Henderson FamilY, 11 88;

. failing to provide Plaintiff with annual financial statements, tf 89;

. failing to maintain proper books and records, fl 90; and

failing to give Plaintiff access to the books and records, T 91.

plaintiff alleges the Henderson Family solicited foreign investment by providing investors

with offering documents. t[92. These documents promised investors' capitalwould be used o'only

. . . for job-creating investments in the relevant geographic area;" "[t]hat the business objective

and business purpose of each of the CallSocket LPs was to operate a call. center in Oakland;"

,,ft]hat the general partner would only make investments that met the job creation requirements of

the EB-5 program;" projected proftts, and stated how expenses would be paid' fl 93' Plaintiff

asserts the Henderson Family breached these promises by using investments o'to speculate in and

improve commercial real estate" and to pay expenses for other Family-owned companies. fl 97'

Relevant here, plaintiff alleges this breached the promises that the funds would be used o'only for

job-creating investments," "to operate a call center in Oakland," and only for "investments that

met the job creation requirements of the EB-5 program." 1l1l 97 ,98, l0l .

3. Law

Removing Defendants contend this case involves a question of federal law because some

of the investors in callsockets are foreign investors. Removal lÌ1T2-3. The United states allocates

up to 7.1 percent of visas to immigrants who have invested, or who are investing, at least $1

million in ,,a new commercial enterprise" oowhich will benefrt the United States economy and

create full-time employment for not fewer than 10" persons legally entitled to work in the United

states. 8 U.S.C. $ 1153(bxsxA)-(c). This is the "EB-5 Immigrant Investor Program," and is

4

Case 3:17-cv-00223-RS Document 71-3 Filed 02/16/17 Page 5 of 53
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Case 3:16-cv-04262-EMC Document 26 Filed 08/L6/1-6 Page 5 of 9

administered by the United States Citizenship and Immigration Services ("USCIS"). See USCIS,

EB-5 Immigrant Investor Program, https://www.uscis.gov/eb-5 (last visited August 15,2016).

USCIS approves o'investor regional centers" to implement this program. See id' San

Francisco Regional Center (ooSFRC"), a defendant in the State Action, is one of the regional

centers approved by USCIS. Removal fl 2. Like Removing Defendants and the other defendants

in the State Action, SFRC is owned by the Henderson Family, Thomas Henderson is its agent for

service of process, and it shares counsel in the State Action with other defendants' SAC f 25.

Plaintiff also alleges that SFRC and Thomas Hendersonooare the alter egos of one another'" Id.nn

21,54-6r.

SFRC finds projects for investment and counts the number ofjobs created by the project.

Id. Aforeign investor then needs only to provide identification documents, evidence of

investment, and proof that the investment funds come from a lawful source. 1d.

B. Analysis

1. Legal Standard

A defendant may remove a civil action frled in state court to federal court if the action

could originally have been filed in federal court, unless otherwise expressly provided by Congress.

28 U.S.C. $ 1aa1(a). Defendants may remove on the basis of an amended pleading, even "if the

case stated by the initial pleading is not removable." Id. at ç 1446(bX3)' In addition, "[i]f

defendants are served at different times" and a later-served defendant removes the action, ooany

earlier-served defendant may consent to the removal even though that earlier-served defendant did

not previously initiate or consent to removal." Id. at $ 1146(bX2XC)'

Congress has set forth precise procedures for removal:

A defendant or defendants desir.ing to remove Q!V.civil action fro,m a

Staté court shatt i¡te in the districtìourt of the United States for the

district and division within which such action is pending a notice of

removal sisned pursuant to Rule 1 1 of the Federal Rules of Civil

procedure ãnd containing a short and plain statement of the grounds

for removal, together w¡lh a copy of all proce-ss, pleadings, and

orders served ipon such defendant or defendants in such action.

Id. at $ Va6@) (emPhasis added).

5

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Case 3:16-cv-04262-EMC Document 26 Filed 08/L6/1-6 Page 6 of 9

The notice of removal of a civil action or proceeding shall be ftled

within 30 days after the receipt by the defendant, througþ service or

otherwise, of a copy of the initial pleading setting forth the. claim for

relief upon which-such action or proceeding is ^based, or within 30

days after the service of summoni upon the defendant if such initial

pléading has then been frled in court- and is not required to be served

òn the defendant, whichever period is shorter.

Id. at $ 1446 (bX1). In others words, the removal clock starts ticking once a defendant has been

served with both the summons and the complaint. See Murphy Bros. v. Michetti Pipe Stringing,

1nc.,526 U.S. 344, 354 (lggg) (identifying when the clock starts ticking under various situations).

Upon a motion to remand, the scope of a removal statute is strictly construed against

removal. Luther v. Countr¡+uide Home Loans Servicing LP, 533 F.3d 103 1, 1034 (9th Cir.2008)'

,oThe strong presumption against removaljurisdiction means that the defendant always has the

burden of establishing that removal is proper." Gaus v. Miles,980 F'2d 564, 566 (9th Cit.1992)

(internal citations and quotations omitted); Etec. I|/orkers Local #357 Pensionv. Clovis Oncologt,

Inc.,--F. Supp. 3d--,2016WL25g2g47,at*3 (N.D. Cal.May5,2016) ("Plaintiff doesnothave

the burden of establishing an oexpress exception' to the removal statute. ")' Any decision to

remand is not subject to appeal . See 28 U.S.C. $ 1447(d) ('oAn order remanding a case to the State

court from which it was removed is not reviewable on appeal or otherwise").

2. Until Rem

plaintiff argues that removal 'ois untimely, having been filed more than 30 days after

Removing Defendants received the Complaint." Mot. at 3. He points to the removal statute's

provision requiring defendants to remove within 30 days of the earlier of the day they were served

or the day they received a copy of the pleading. Motion at 7 -8. Here, Plaintiff contends that

Removing Defendants received the SAC within a day or two of May 27 ,2016, which is the day he

mailed the SAC to Removing Defendants' agent for service of process' Id. at7. Thus, by his

calculations, Removing Defendants should have removed by the end of June. In other words'

plaintiff contends the removal clock began ticking the day the SAC arrived by mail.

plaintiff s argument fails to account for the California statute governing service by mail.

That code section states that "[s]ervice of a summons" by mail "is deemed complete on the date a

written acknowledgement of receipt of summons is executed." Cal. Civ. Proc' Code $ 415.30(c)'

6

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Case 3:1-6-cv-04262-EMC Document 26 Filed 08/L6/L6 Page 7 of 9

The United States Supreme Court has held that the removal clock does not start ticking until the

defendant is "notified of the action, and brought under a court's authority, by þrmal process."

Murphy Bros.,526 U.S. at347 (emphasis added). In that case, the plaintiff faxed a courtesy copy

of the complaint to the defendant on January 29, 1996, but did not formally serve the defendant

until February 12. Id, at348. The defendant removed thirty days after service. Id, The Supreme

Court held that the removal period did not run until both service and furnishing of the complaint to

the defendant are complete. Id. at354,356.

While Removing Defendants received the SAC by early June, they sat on the document

and did not execute the required acknowledgement until June 28,2016. ,See Docket No. 21-1.

While this may reflect gamesmanship by Removing Defendants, California law permits this.

Service was not complete until the acknowledgement was executed on June 28,2016. Defendants

thus had until July 28,2016 to remove the case. See 28 U.S.C, $ 1446(b).

3. Removing Defendants Did Not Remove Until Jul)¡ 29. 2016

Removing Defendants did not remove to this öourt until July 29,2016. The statute

governing removal procedure states that, when a defendant removes to federal court, the defendant

'oshall frle" ooa notice of removal" "together with a copy of all process, pleadings, and orders served

upon such defendant." 28 U.S.C. $ 1aa6(a). Here, Removing Defendants had been served with a

copy of the SAC and its exhibits, a cross-complaint, and an answer, all on or before June 28,

2U6.3 Removing Defendants filed a notice of removal at3:26 p.m. on July 28, 2016, See Docket

No, 1. However, this notice was not accompanied by any of the papers that had been served on

Removing Defendants. See id. Indeed, Removing Defendants did not even attach the SAC that

they contend gives rise to jurisdiction . See id. Removing Defendants did not coruect this error

until 3:52 p.m. on July 29,20rc.4

The removal statute is not permissive. It requires that defendants "shall file" the notice,

3 Removing Defendants' Notice of Removal attached two orders from the State Action. ,See

Docket Noî. S-ZZ (order denying motion to strike), 5-23 (order sustaining demurrer to FAC).

a The 3O-day removal clock begins ticking from the day lhe quln1non! Slq..complaint are served. It

does not re-start when other doóuments are served. See 28 U.S.C. $ 1446(b) (removal must be

"within 30 days after the receipt . . . of a copy of the initial pleading") (emphasis added).

7

Case 3:17-cv-00223-RS Document 71-3 Filed 02/16/17 Page 8 of 53
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Case 3:16-cv-04262-EMC Document 26 Filed 08/1-6/1-6 Page 8 of 9

o'together with" other served papers. 28 U.S.C. $ laa6(a). Here, Removing Defendants did not

comply with the removal statute within the allotted time. Therefore, they did not timely remove

this case.

This is a strict construction of the statute, but is not unfair to Removing Defendants. First,

as noted above, Removing Defendants sat on the summons for the State Action for four weeks,

well over the time contemplated by the California State Legislature, s and still had an additional 30

days to remove. In all, Removing Defendants had eight weeks from the time they received the

SAC to organize their strategy and their papers. This is not a case where Removing Defendants

were rushed in their removal.

Second, Removing Defendants presumably knew about the SAC by May 13, 2016, when

the same counsel they shared with the other affìliated Defendants received the SAC which named

Removing Defendants as defendants in the action. ,See Docket No. 5-29 atll27,35 (admitting

that the Henderson Family is the owner and agent for service of process for Removing

Defendants);\25 (admitting that the Henderson Family is the owner and agent for service of

process for SFRC); SAC at 45.

Third, the California court has already expended substantial resources in the State Action.

The State Action has been through two rounds of dismissal briefing, and the State Action

defendants have already answered Plaintiffls SAC. ,See Docket No. 5-29.

ilt

5 California law provides that if a defendant does not complete the acknowledgement within 20

days, the defendänt o'shall be liable for reasonaþlg e¡p_en¡gs thereafter incurred in serving or

afiêmpting to serve the party by another method." Cal. Civ. Proc. Code.$ 415.30(d).^Thg

Califórniistate Legislature did not contemplate a defendant sitting on the summons for four

weeks, as Removing Defendants did here. 

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Case 3:17-cv-00223-RS Document 71-3 Filed 02/16/17 Page 9 of 53
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Case 3:1-6-cv-04262-EMC Document 26 Filed 08/1-6/L6 Page 9 of 9

Removing Defendants did not comply with the removal statute, and it is entirely equitable

to hold them to that statute. The Court GRANTS Plaintiff s motion to remand.

This order disposes of DocketNos. 13 and 18.

IT IS SO ORDERED

Dated: August 16,2016

ED M. CHEN

United States District Judge

9

Case 3:17-cv-00223-RS Document 71-3 Filed 02/16/17 Page 10 of 53
USDC CASE NO. 3:17-CV-0023-RS

SEC V. SFRC, ET AL.

EXHIBIT D

TO

DECLARATION OF SUSAN L. UECKER

Case 3:17-cv-00223-RS Document 71-3 Filed 02/16/17 Page 11 of 53
In the Matter Of:

ALLAN YOLINIG vs. THOMAS M. I{ENDERSOI'{, et al,

CMC HEARING

June 09, 2016

Gou rt Repo rters, Videog raplry, Trie I Prepar*tion

llideocenÊrence tenbr

Oakland . San Francisco . San Joce . il-osAngeles

sr7.451.'1580

urnlr¡¡¿ai kenuuel ch.com

A¡l<en

Wetch

COURT

REPORTTRS

EXHIBIT D

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SUPERIOR COURT OF CALIE'ORNIA

COTINTY OF ALAMEDA

BEFORE HONORABLE ,JULIJ\ SPAIN

DEPARTMENT 19

- - -ooo- - -

ALLAN YOUNG,

PLaintíff,

vs¡ - No. RG1577889L

THOMJAS M. HENDERSON. IVIATTHEW

T. HENDERSON, et aL. ,

Defendants.

REPORTER I S TRANSCRIPT OF PROCEEDINGS

( Case Manag'ement Conf erence )

'June 9, 2OL6

Taken before ERIN F. ROBINSON

CSR No . 1"2L99

Aíken VileLctr Court RePorters

One Kaiser P1aza, Suite 25O

Oak].and, Californía 946L2

(s1o) 451-1s8O/ (e77) 45L- 1sBo

Fax: (510) 45L-3797

25 aikenwelch. com

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Page 2

APPEARA.}ICES OF COUNSEL:

For ttre Receíver Susan Uecker:

ELIZJ\BETH BERKE.DREYFUSS, ESq.

Wendel Roeen B1ack & Dean

111-1 Broadway, 24En. Floor

Oakl-and, Californía 94607

(s10) 834 - 6500

edreyfuss@wendel. com

For t,Lre Receiver Susan Uecker:

GREGORY NERLAND, EsÇ.

(CourtCal]. )

Akawíe & LaPíetra

1981 Nortlr BroadwaY, Suíte 32O

Wal.nut Creek, Californía 94596

(92s) 979 -s661

ginerfand@gmaí I . com

For tlre Receíver Susan Uecker:

WTLI,TAM HUCKINS, E€,9.

A11en, Matkins, Leck, Gamble, Mallory & Natsís

Ttrree Embarcadero Center, L2tr]r FLoor

San Francisco, Calífornia 94LLL

(41-s)837-1-s1s

whuckíns@a1 I enmatkíns . com

For the PLaintiff AL1an Young

'JONÀTHAN K. LEVINE, Esg.

ELIZABETH C. PRITZKER' ESq.

Pritzker Levíne LLP

180 Grand Avenue, Suite 1390

Oak1and, Ca].ífornia 946L2

(41-s) 692-0772

j kI@prí t zkerLevíne . com

ecp@prÍ t zkerJ.evine . com

25

877.451.1580

CMC HEARING 06/09/2016

www.a¡kenwelch.com

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Page 3

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APPEARANCES OF COUNSEL (continued) :

For tþe Defendants sFRc; and Henderson Defendants:

LEEDS DISSTON, EsÇ.

CHRISTINE CHORNEY, Esg.

Casa]-ina Ðísst,on

4O9 13th Street, 9th FLoor

Oakland, CaLífornia 946L2

(s10) 83s - 8110

casdíss@yahoo. com

For Torchlíght LOan servíces, specíaJ. servíce to the

Lender on Tríbune Tower:

GEOFFREY A. HE.A,TON, ESq.

Duane Morris LLP

one Market Pl"aza, Suíte 22OO

San Francísco, Ca].ífornÍa 94105

(4l.s) 9s7 -3L22

gtrea ton@duanemorr í s . com

For Callsocket LP, Call-socket LLC:

SABRINA BAPTISTE, Esq.

Law Office of Sabrína BaPt'íste

4O9 13th Street, Suite 800

oak1and, CaLífornía

(510) 910 -2320

sabrína@sfeb5. com

For Callsocket II LP' Callsocket 2 LLC:

ROBERT L. SHEPARD, Esg.

Robert L. SFrepard ProfessíonaI Law Corporatíon

235 MontgomerY Street' Suíte 97O

San Francisco, California 94104

(41s) 9s1 -8234

rL s@sheparde s tatepJ- anning - com

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www.a¡kenwelch.com

Case 3:17-cv-00223-RS Document 71-3 Filed 02/16/17 Page 15 of 53
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APPE.A,RANCES OE' COUNSEL (continued) :

For Nortþ American 3PL, LLC, Intervenor Clement CL¡ín:

,JAIvÍES,J. E'ICENEC' Esg.

Archer Norrís

2033 North lvfain gtreet, Suitre 800

Wal-nut Creek, California 94596

(92s) 930-6600 j f icenec@archernorrí s . com

J\lso Present:

SUSAI\T UECKER, Receíver

THOMjA,S HENDERSON

M;ARVIN TATE

A}TNE YAI\TOW

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Case 3:17-cv-00223-RS Document 71-3 Filed 02/16/17 Page 16 of 53
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PROCEEDINGS

Thursday, ,June 9, 2016 ' L0zL2 a.m.

---oOo---

THE COURT: We have a few preliminary thingÉt we

can take care of that maybe wil-L narrow down the number

of partÍcÍpants a littIe bit. So we are on the record

at this tÍme in the matter of Young versus Henderson.

The receÍver is present. Plaintiff's counsel

ís present. Mr. Disston ís present. And let me, in

the inÈerest of tíme, just address a couple of thÍngs

fírst.

And that is that Mr. HuckÍns, as pleasant as it

is to see you again, I am not prepared to rule on your

fee request today, and no further appearances are

needed or requÍred by you. I wíJ.I get to it as soon aÊt

I can and I wiLl issue my order. And I apologize if I

in any way gave you any ímpressíon that I was goÍng to

be rulíng on Èhat today.

The next thíng I'd like to do is address the

receiver's request to employ counsel to assíst her ín

díschargíng her duties, and the first request is to

employ Wende1 Rosen, and I'm prepared to grant t'hat so

long as it's clearly understood that I am not

authorizing counsel to appear to repreÉtent the receiver

before thís court.

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there are any investors that you're ín contact with, at

some point íf they're goíng to hire counsel, they need

to start appearíng here Ín court because one of the

issues I have had has been communicating with these

investors who are somewhat índispensable parties in

deciding how things are going to go.

So at this poínt Ín tíme, I'Ít going to defer to

Ms. Berke-Dreyfuss who says you don't have the

authority to appear and if you thÍnk you do, then you

can make a motion, and I ' 11 make a formal ruling.

BuÈ at this time I do know my order sayÉt that

only the receíver can hire counsel for the CallSocket

entitíes because she is now theír legal responsibl.e

party.

MS. B.A,PTISTE: Right. Thank you, your Honor.

THE COURT: So Mr. Dísston, I'LI see you and

whichever cLient you want to bring and Mr. Tate,

please, sír, I think that Mr. Green has kindly made

those of us who wiLL be in Lhere some fresh coffee.

(Recess taken at 10:36 a.m.)

(ConfidentíaL portÍon of hearing

begíns ín a separate transcriPt.)

THE COURT¡ Okay. It' looks like werre alL here

now. We are back on the record in the courtroom. All

counsel are present, and the receÍver is present and

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Case 3:17-cv-00223-RS Document 71-3 Filed 02/16/17 Page 18 of 53
USDC CASE NO. 3:17-CV-0023-RS

SEC V. SFRC. ET AL.

EXHIBIT E

TO

DECLARATION OF SUSAI{ L. UECKER

Case 3:17-cv-00223-RS Document 71-3 Filed 02/16/17 Page 19 of 53
,l

.: =\ .\

':I

IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA Y

FIRST APPELLATE DISTRICT

DIVISION TV/O tic,uft Of /tp¡.rea i First AplË.llr,te Dist¡ict FIL[D

stP 3 u ?016 CALLSOCKET II, L.P., a Califomia

Limited Partnership, et al.,

Petitioners,

V.

THE SIIPERIOR COURT OF ALAMEDA

COTINTY,

Respondent;

ALLAN YOLING, Plaintiff, and SUSAN

UECKER, as Receiver,

Real Parties in Interest.

Diana Herbert, Clerk

by__Deputy Clerk

4149225

(Alameda County

Super. Ct. No. RG-l5:778891 )

BY THE COURT:

The petition for writ of mandate is denied, and the temporary stay entered on

September 2,20t6, is hereby dissolved.

r'¡.-1 - /1 ¡¡Â¡^ ;,i'u " lu¡b KLl,\,j[, f.J.

DATE:

1 EXHIBIT E

P,J.

Case 3:17-cv-00223-RS Document 71-3 Filed 02/16/17 Page 20 of 53
USDC CASE NO. 3:L7-CV-0023-RS

SEC V. SFRC. ET AL.

EXHIBIT F

TO

DECLARATION OF SUSAN L. UECKER

Case 3:17-cv-00223-RS Document 71-3 Filed 02/16/17 Page 21 of 53
Court of Appeal, First Appellate District, Division Two - No. 4149225

s237669

I¡{ TIIE SUPREME COURT OF'CALIFORNIA.

En Banc

CALLSOCKET II, L.P., a California Limited Partnership, et a1., Petitioners,

STIPERIOR COIIRT OF ALAMEDA COLINTY, Respondent;

ALLAN YOLING, Plaintiff, and SUSAN UECKER, as Receiver, Real Parties in Interest.

The petition for review and application for stay are denied.

v

I

SUPREME COURT FILED

Nov 2 2 2016

Jorge Navarrete Clerk

Deputy

,.,

CANTIL.SAIfiUYE

EXI.IIBIT F

Chíef Justíce

Case 3:17-cv-00223-RS Document 71-3 Filed 02/16/17 Page 22 of 53
USDC CASE NO. 3:17-CV-0023-RS

SEC V. SFRC, ET AL.

EXHIBIT G

TO

DECLARATION OF SUSAN L. UECKER

')

Case 3:17-cv-00223-RS Document 71-3 Filed 02/16/17 Page 23 of 53
o o ffi ilrlr lil{lü 

¿ryffi ll//rilriliilr

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PRITZKER LEVINE LLP

180 Grand Avenue, Suite 1390

Oaklancl, CA94612

Telephoner (41 5) 692-0772

Facsirnile I (415) 366'61 l0

Email: j kl@pritzkerlevine.cotrr

ecp@pritzketlevine,com

Attorneys fot Plaintiff ALLAN YOUNG

SUPßRIOR COURT OF THE STATE OF CALIFORNIA

IN AND FOR THE COUNTY ON ALAMDDÄ.

TINLIMITED JURISDICTION

JONATHAN K. LEVINE (SBN: 220289)

ELIZABETH C. PRITZKER (SBN: 146267)

BETHANY CARACUZZO (SBN: 190687)

F.[I.,'Lii)

Al,¡\lr'filD.'', i::f.,:ì i ).1'i'i

Oc]. 2 6 2016

CLEIìK O[; t'ilri sUptjtì,.i)ri (:ilr jiit.

Er ..-J/Iì.:Íl.l.li,,,...,ì',li! l,l,.::, r .

- l):¡ir.v I

Case No: RG-l5-778891

[Relatcd Cnsc RG-16-834184ì

IPROPOqED"ORDERI SUSTAINING

ALLAN YOUNG'S DDMI.]RRER TO

VERJF'IED COMPLAINT TO QUIET

TITLE AND FOR DICLARATORY

AND INJI]NCTIVE RELIEF BY

CALLSOCKET IIOLDING CO., LLC

ASSICNED FORALL PURPOSES TO

Jurlge: Brad Seligman

Dept,: 30

Reservation No: R-1789657

Hearing Date: October 26 ,'2A16

Hearing Tirne: 3:00 p,m,

Departrnent: 30

EXHIBIT G

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ALLAN YOIJNG, an individtral, clelivatively

anclon behalf of hinrself,

Plaintiff,

vs.

THON4AS M.'HENDERSON, et al,'

Defettclants, and

CALLSOCKEI LLC, et al,,

Norninal Defendants.

LLC,

Ctoss'ComPlainant,

vs.

ALLAN YOUNG, et al,,

Cross-Defendants.

plaintiff,

vs,

ALLEN YOUNG [sic], et al.,

Defendants,

Conrplaint Filed; July 22,2015

Crosi-Cornplaint Filed: June 9, 201 6

Cornplaint to Quiet Title Filed: Oct. 6, 2016

Trial Date: Vacated; TBD

IP&êPôSEDJ

TTTLE BY CALLSOCKET HOLDINC CO. LLC

ORDDR SUSTAìNING ALLAN YOUN0'S OF DEMURRER TO COMPLAINT TO QUIET

Case 3:17-cv-00223-RS Document 71-3 Filed 02/16/17 Page 24 of 53
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Plaintiff/defendant Atlan Yonng's deruuu'et' to the.corllplaint to quiet title frlecl by

Callsocket Holcting Conpany, LLC (.'CHSC") cRttte on for ltearing on October 26,2016 at 3:00

p,m,, in Dept. 30 of the SuperioL Court, Connty of Alameda, the Holtorable Brad Selignran

presicling. The Court issued a tettative ruling, and defendarrt Callsocket Holding Cornpany, LLC

contesteclthat tentative ruling and n hearing rvas helcl. Elizabeth C, Pritzket of Pritzker Levine, LLP

'7'lHtTl-(Y ytaû e a

appeared on behalf of Allan Young, Jóhn-Siam¡rs of Reed Smith, LLP appeared on behalf of

moving par1y., Having considerecl the lvritten nratelials submiffed, all of the pleadings, records and

papers on fÏle, tlte arguntents ofcotlnsel, and good cause appearing therefore:

IT IS HEREBY ORDTRED the Court affirms its tentative nrling in this matteL as follows:

Tlre der¡urrer of Allan Young, Ptainliff in I'oturg v. Hentlerson, RGl5-778891 (the

ReceiveLship Action") and Defendant in RGl6-834184 (the QuieþTitle Action), to the conplaint

filecl by attor¡eys purporling to act o¡l behalf of Callsocket Holding Company, LLC ("CSHC") that

ilitiatecl the Quiet-Title Action), in rvhich CSHC is the Plaintift is SUSTAINED WITHOUT

LEAVE TO AMEND (and is also construed in part as a ntotion to sttike, and, as strch, GRANTED

wlTHouT LEAVE TO AMEND),

The dernurrer ¡rr¡st be sustailred, and/or the complairtt stricken and the Quiet'Title action

clismissecl, for at least tlvo inclependently suffrcient reâsons.

The first and sirnplest reaso¡ is that, under this cotut's order of Aptil7,2016, confirming

the Receiver's nppointment (Appointnierrt Order) (atl dates below ate in 2016), CSHC is barrecl

fi.om interfer.ing witfi or constrailling the Receivel in the discharge of hel cluties or lvithholding

properties of t¡e Callsocket Entities (rvhich inclucle CSHC) attcl balred fionr directly or inclirectly

encumbering any pail of the Callsooket Entities. (Appointment Order,llfl 20 ,22),Tbe Order applies

to Defenclauts in the Receivership Action (u,hich incltrcles Thornas Henclerson, San Fmncisco

Regional Center ("SFRC"), ancl CallSocket LLC ("the LLC")) and to Defenclants' agents and

affiliates ancl per,sons acting in concel't lvith them. It is undisputed that Hencletson and SFRC oln

a ¡rnjority inter.est in CSHC, ancl that CSHC is an affiliate of Callsocket LLC and owns the Tlibune

Torver in trusl f'or tlie LLC,

lPe€Pg$EDl

FILDD BY CALI,SOCKET I'IOLDING CO., LLC

ORDER SUSTAININC ALLAN YOTINC' S DEMURRER TO COMPLAINT TO QUIET TTTLE

Case 3:17-cv-00223-RS Document 71-3 Filed 02/16/17 Page 25 of 53
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The Receiver is given exclusive corìtrol of the Tribune Tower, an asset of the entities rvhich

sþe ovelsees (which ilrclude the LP as lvell as the Holding Conrpany). Although Henclerson, SFRC

and CSHC dispute the Appointurent Ordet''s coft'ectness nnd jurisdictioual basis, that ordeL renrains

in effect; CSHC (and Henclerson ancl SFRC acting tluough CSHC) caliltot collaterally challenge it

by fîling a Quiet Title action in violation of its provisions. As Young cot'rectly notes, Defendants

and/or CSHC have directly challengecl that Luling at severaljunctutes before tltis court, rvhich has

rejected their argunents, ancl Defendauts/CSHC ltave not initiated proceedings in the Court of

Appeal to challenge those Lulings. The defendants in tlte luain action have likelvise not objected to

or appealed the couft's order for the sale of the Tribune Tower, . Nor has CSHC atternptecl to

intervene in those proceeclings, (The court notes that, technically, CSHC's inability to bring this

purpor.tecl challenge to the Receiver's sale of the ploperty suggests that the propel rernedy is an

orcler.str.iking the cornplaint as impropelly filecl, as opposecl to an otder strstaining a demurt'er rvith

leave to anencl on the bosis that the complaint carulot state n cause of action. Accor'<lingly, tlte cout't

lvill constr,ue the demurrer as nrade on that basis as a motion to strike and, as such, grant the ntotion

lvithotrt leave to amencl.

CSHC notes that it was not narnecl as a defendant at the tilne of the Appointrnent Ot'det or

se¡vecl rvith a s¡nu¡ons or rvith the ex parte application that led to the entry of the Appointment

Order.. [t co¡tends that the Appointment Order is tlterefore voicl as to it for want of petsonal

j¡risdiction and lack of clue prccess, and that any pal'ty can raise the issue of sttch voidness at any

ti¡re, The problem, horvever, is that Defenclants have alLeady raised that alleged voidness atlcl made

t¡ose arguments in response to the coult's Marclt 24 orclel'directing them to shorv cause on Aplil

17 rvhy tfue Receiver's appointment should not be conftunecl ancl in challenging the extensio¡t of the

receivershþ on July 14, ancl the court has rejectecl those arguurents,

Moreover, sirrce CSHC concedes that the LP is the eqtritable olvner of the TLibtrne Tolver,

a¡d the cout clearly has jurisdiction over the LP, it is not clear what interest CSHC claims rvas

cleniecl rvithout due process, Even if CSHC rvas uot bau'ed flom bringing this action, its conrplainl

lvoulcl fail to state a cause of action on the tuerits becatlse its admission that it holcls legal.title to

the property in tnrst for Callsocket LP ("the LP) ancl its limited parlrìers establishes that it cannot

,)

feRoPÕsciDl oRDER SUSTAINING AL

FILED BY

LAN YOUNG'S DEMURRER TO COMPLAINT TO QUIET Tlrl-E

CALLSOCKET HOLDINC CO,, LLC

Case 3:17-cv-00223-RS Document 71-3 Filed 02/16/17 Page 26 of 53
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allege an interest in the propelty at issue (i,e. the Tribtrne Tower) but irlstead clairns to be pursuing

derivative clains on behalf of the LP ánclits linlited partner based on his orvnersltip interest in the

LLC, ancl based on the LLC's status as the general pnrtller in the LP, (See 2d Alr. Cornpl, ïll l, 6,

9, Il; 46, ll}-122) (CSHC contends that its interests at'e not aclvetse to the LP, a concession that

applies to Yo¡ng's derivative clairn,) CSHC algues that Young lacks slarlcling to bring a clerivative

acrio¡ on behalf of the LP, as he rloes not allege that he is a limited pattner in the LP, (Opp, at pp.5-

6, citi¡g Corp. Cocle g 15910.03(a).XAlthough Yotutg's reply memo repeats the asserting that he

lepresents the LP anclits lirniteclparlners "clerivalively," he does not squar:ely acldLess that at'gumerrt

(Reply MPA at'p,8.)), Young's operative Second Anencled Conrplaint ("SAC") alleges that he

owns a 47,s%i¡rter,est in the LLC, rvtrich he ñrrther alleges is lhe general parlner of the LP, (SAC,

lJI 9, 46). CSHC contends thal "[t]he proper palty to bring [a] derivative actiort ott behalf of a

linlitecl partnership is a linritecl pârtnel"' (id. at p.5), but the trvo decisiotrs it cites rnelely establish

thal a linitecl partner can bring a clerivative actiott olt behalf of a limitecl pnrtnership (see È'r'eresf

Int estors B y. ÌuIcNell Pctttners (2003) I l4 Cal,App,4rh 4l l, 426; I'tlatlnet' v, Parry Prof I BIdg,, Ltd,

(1994) 22. Cal.App.4tr' 1446, 1449); they clo not establish that the genelal pafiner irr a limited

partnership cannot do so, or thal the owner of an intetest in the entity that is a genelal partner in a

li¡rited partnership cannot clo so, In any event, since there is no ndverse clairn against the LP, lhe

possibility that Young nright, at sonle futute clate, be founrl to lack stancling to act derivatively cloes

not turn his alleged clerivative claim into au Bdverse claim, It may rvell be a novel qttestiotl of lalv

tvhetheL You¡g, a pafi onuer of the LLC that is the general paflner in the LP, has stancling to bring

clerivative claims o¡ behalf of the LP or its pnltllet's, Ultinntely, ho$'ever, that question is

i¡rmaterial to the present clemumer, fot the essential point is that Yourrg <loes not clainr title to or a

personal olvnership interest in the property al issue, the Tribtrne Tolvet', to which CSHC's

undisp¡tecl riglrt to bare legal tìtle coulcl be "adverse," Yottttg orrly claims to reptesent and pttrstte

derivative claim on behalf of the entities that all parties aglee are the true eqtritable olvners of the

properly, natnely, the LP ancl its lirnited pattners,

It is atso ¡nclisp¡tecl that, basecl on the allegations in Yottttg's First Anrendecl ComplairU

(,,FAC"), this corrrt appointerl nncl confiuned lhe appointruent of the Receivel to ntannge ancl

J

fP*ope{iËDl

FILED BY CALLSOCKET HOTDINC CO., LLC

ORDER SUSTAININC ALLAN YOU NG'S DEMURRER TO COMPLAINT TO QUIET TITLE

Case 3:17-cv-00223-RS Document 71-3 Filed 02/16/17 Page 27 of 53
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clispose of the LLC's and LP"s propelty, inchrding the Tribune Towet, arrcl that, afler Young had

filecl his SAC, this coult exlenclecl the Receiver's ap¡lointtnent. The lteceivcr thtls has autholity to

control ancl act on behalf of the LLC and the LP. Becanse Yotnrg does not personally claim title to

or a direct orvnership interest in the property at issue, thele is no adverse claintant as to rvhom CSI{C

can bling an action to quiet title.

IT IS SO ORDERtrD. ${

Dated: Octoberfl., 2016

HON BRAD SELIGMAN

JUDGE OFTI.TE SUPERIOR COURT

4

tpRoPosEpl ORDER SUSTAjN INC ALLAN YOLINC'S DEMURRER TO COMPLAINT TO QUIET TITLE

BY CALLSOCKET HOLDÍNC CO., LLC

Case 3:17-cv-00223-RS Document 71-3 Filed 02/16/17 Page 28 of 53
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PROOF OF SERVICE

I, Bethany Caracuzzo,hereby declare as follows:

I am employed by PRITZKER LEVINE, LLP, 180 Grand Avenue, Suite 1390, Oakland,

California, 94612. I am over the age ofeighteen years and am not a party to this action.

On October 27,2016I served the attached Notice of Entry of Order Sustaining Plaintiff

Allan Young's Motion Demurrer to Complaint to Quiet llitle Without Leave to Amend on the

following interested parties, at their addresses as set forth below, in the manner detailed below:

Via E-mail:

Leeds Disston, Esq.

CASALINA & DISSTON

Tribune Building

409 13th Street, 9th Floor

Oakland, CA946l2

Email : casdiss@yahoo.com

Counsel for Defendants Thomas M.

Henderson, Michael R. Henderson,

Matthew T, Henderson, Comprehensíve

Care of Oakland, L.P., and California Gold

Medal, L.P.

Via E-mail:

James A. Shepherd, Esq.

ELKINGTON SHEPHERD, LLP

Tribune Building

409 13th Street, 1Oth Floor

Oakland, CA946l2

Email : j im@elkshep.com

sally@elkshep.com

Counselfor Calltek Security, LLC; City Brand

Media, LLC; Magnin Events, LLC; This ß

There Restaurant Group, LLC; Hydranl

Media, LLC; JL Gateway, LLC; and

Geodomain Development Ventures, LLC;

Immedia, LLC; HF Telco, LLC; and Metro

lliFi Rail, L.P,

Via E-mail:

Matthew S. Covin$on, Esq.

James J. Ficenec, Esq.

ARCHER NORRIS

One Embarcadero Center, Suite 360

San Francisco, CA 941 1 I

Email : mcovin$on@archernonis,com

j ficenec@archernorri s, com

Counselfor TESH LLC; North America

3PL, LLC;NorthAmerica 3PL LP;

Berkeley Healthcare Dynamics, LP;

Counsel for Proposed Non-Parry

Intervenor Clement Chin

Via E-mail:

Robert Shepard

The Robert L. Shepard Professional Law

Corporation

235 Montgomery Street, Suite 970

San Francisco, Califomia 94 I 04-300 I

Email: sheplaw@yahoo.com

rls@shepardestateplanning. com

Counsel for Proposed Non-party Intervenors

t1

PROOF OF SERVICE OFNOTICE OF ENTRY OF ORDER

Case 3:17-cv-00223-RS Document 71-3 Filed 02/16/17 Page 29 of 53
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XX by

abo

ELECTRONIC MAIL to the individuals listed above at the email addresses listed

ve, prior to 5:00p.m., as per prior agreement between counsel'

XX FIRST CLASS MAIL POSTAGE FULLY PREPAID to the individual identified above

by placing said documents in a sealed envelope and depositing within the U.S. Postal

Service this same day, prior to the close of business.

I declare under penalty of perjury under the laws of the state of California that the foregoing

is true and correct. Executed on this 27th day of October at California.

Bethany Caracuzzo

Via E-mail:

Elizabeth Berke-Dreyfuss, Esq,

IYENDEL, ROSEN, BLACK

& DEAN LLP

l l i I Broadway, 24th Floor

Oakland, CA94607

Email : edreyfu ss@wendel.com

Counsel þr Receiver Susan Uecker

Via E-mail and U.S. First Class Mail:

John Siamas, Esq.

Timothy Moore, Esq.

REED SMITH LLP

l0l Second Street, Suite 1800

San Francisco, CA 94105-8700

Email: jsiamas@reedsmith.com

tmoore@reedsmith.com

Counselfor San Francisco Regional Center

)

PROOF OF SERVICE OF NOTICE OF ENTRY OF ORDER

Case 3:17-cv-00223-RS Document 71-3 Filed 02/16/17 Page 30 of 53
USDC CASE NO. 3:17-CV-0023-RS

SEC V. SFRC. ET AL.

EXHIBIT H

DECLARATION OF SUSAN L. UECKER

TO

Case 3:17-cv-00223-RS Document 71-3 Filed 02/16/17 Page 31 of 53
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RANDY MICHELSON (SBN: 114095)

MICHELSON LAW GROUP

220Montgomery Street, Suite 2100

San Francisco, CA 94104

Entered on Docket

November 04,2016

EDWARD J. EMMONS, CLERK

U.S. BANKRUPTCY COURT

NORTHERN DISTRICT OF CALIFORNIA

The following constitutes

the order of the court. Signed November 4,2016

lsonlawgr^ìrñ n^m

Telephone: (415) 512-8600

Facsimile: (415) 512-8601

Email : randy.michelson@miche

JONATHAN K. LEVINE (SBN: 220289)

ELIZABETH C. PRITZKER (SBN: 1462t

BETHANYL. CARACUZZO (SBN: 19

PRITZKER LEVINE LLP

180 Grand Avenue, Suite 1390

Oakland, C^94612

Telephone: (415) 692-0772

Facsimile: (415) 366-61 10

Email : jkl@pritzkerlevine.com

e cp @pútzker I ev i n e. c om

b c @pritzkerl ev i n e. c o m

Attorneys for ALLAN YOL|NG

u.s ptcy

UNITED STATES BANKRUPTCY COURT

NORTHERN DISTRICT OF CALIFORNIA

OAKLAND DIVISION

IN RE. Case No: 16-42823

Chapter l1

ORDER DISMISSING CASE

CALLSOCKET II, L.P

The Court having heard Allan Young's Motion to Excuse Turnover Under 11 U.S.C'

Section 5a3@)(1)); or In the Alternative, For Abstention Pursuant to 11 U.S.C. Section 305 Filed

by Interested Party Allan Young (the 'oYoung Motion") and the Debtor's Motion Pursuant to 11

U.S.C. Section 543 for (l) Delivery by Custodian of All Property of the Bankruptcy Estate in Her

Possession , Custody or Control and (2) Accounting of Any Property of the Debtor, Proceeds,

Rents or Profits (the "Debtor's Motion"), appearances having been stated on the record, good

cause appearing, and for the reasons stated on the record, IT IS ORDERED:

EXHIBIT H

ORDER DISMISSING CASE

16-42823 Doc# 73 Filed: LLl04l].6 Hntered: LLlA4lL6 L0:56:30 Page t ot c

Case 3:17-cv-00223-RS Document 71-3 Filed 02/16/17 Page 32 of 53
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1." The Young Motion is GRANTED with respect to abstention and DENIED as

moot with respect to excusing turnover;

2. The Debtor's Motion is DENIED as moot; and

3. The case is DISMISSED.

,r, * * END OF ORDER t 'l, {.

ORDER DISMISSING CASE

t6-42823 Doc# 73 Filed: ßl}4tt6 Hrftered: LLl04lL61"0:56:30 Page 2 af 3

Case 3:17-cv-00223-RS Document 71-3 Filed 02/16/17 Page 33 of 53
1 COURT SERVICE LIST

t

3 No Parties

COURT SERVICE LIST

L6-42823 Doc#73 Filed: 1-Ll04lL6 Entered: LLl04lI610:56:30 Page 3 of 3

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Case 3:17-cv-00223-RS Document 71-3 Filed 02/16/17 Page 34 of 53
USDC CASE NO. 3:17-CV-0023-RS

SEC V. . ET AL.

EXHIBIT I

TO

DECLARATION OF SUSAN L. UECKBR

Case 3:17-cv-00223-RS Document 71-3 Filed 02/16/17 Page 35 of 53
I - ç**.- ''*-.f 'å

: ¡' f'ìlr ),;-'*$ \ ,lÊ

IN THE COURT OF APPEAL OF THE STATE OF CALiFORNIA 'j

FIRST .APPELLATE DISTzuCT

DIVISION TV/O

CALLSOCKET HOLDING COMPANY,

LLC, a California Limited Liability

Company,

Fetitioner,

v.

TI{E SUPEzuOR COURT OF ALAMEDA

COLNTY,

Respondent;

ALLAN YOtlNG, Plaintiff, and SUSAN

UECKER, as Receiver,

Real Parties in Interest.

BY TI-IE COURT:

The petition for writ of mandate is denied.

,.;{,uÍt Õí 

^ppÊ¿iì rå

TCT

l:irri r\opeliate Districi LilT

I r zü1ü

Diana Herbsrt, elork

Cierv,.

At49687

(Alameda County

super. cr. No. RG-15-778891)

KI_!¡'''Jr, P"J" tCI 2 $ iü'í,ï

I

DATE:

EXHIBIT I

P.J.

Case 3:17-cv-00223-RS Document 71-3 Filed 02/16/17 Page 36 of 53
USDC CASE NO. 3:17-CV-0023-RS

SEC V. . ET AL.

EXHIBIT J

TO

DECLARATION OF SUSAI\ L. UBCKER

Case 3:17-cv-00223-RS Document 71-3 Filed 02/16/17 Page 37 of 53
1

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RANDY MICHELSON (SBN: 114095)

MICHELSON LAW GROUP

220 Montgomery Street, Suite 2100

San Francisco, CA 94104

Telephone: (415) 512-8600

Facsimile: (415) 512-8601

Email : randy.michelson@michel

JONATHAN K. LEVINE (SBN: 220289)

PRITZKER (SBN: 1462t

BETHANY L. CARACUZZO (SBN: 1

PRITZKER LEVINE LLP

180 Grand Avenue, Suite 1390

Oakland, CA94612

Telephone: (415) 692-0772

Facsimile: (415) 366-61 10

Email : jkl@pritzkerlevine.com

ecp @pritzker I e v i n e. co m

b c @pritzkerl ev i ne. co m

Entered on Docket

November 15,2016

EDWARD J. EMMONS, CLERK

U.S, BANKRUPTCY COURT

NORTHERN DISTRICT OF CALIFORNIA

The following constitutes

the order of the court. Signed November 10,2016

sonlawgr^tt^ t^

ELIZABETH C.

u.s. ptcy J

I

9

10

l1 Attorneys for ALLAN YOLING

12

13 UNITED STATES BANKRUPTCY COURT

l4 NORTHERN DISTzuCT OF CALIFORNIA

15 OAKLAND DIVISION

t6

IN RE CaseNo: 16-43013 WJL

t7

Chapter 1i

18 CALLSOCKET HOLDING

COMPANY, LLC. ORDER DISMISSING CASE

t9

20

2l The Court having heard Allan Young's Motion to Excuse Turnover Under 11 U.S.L

22 Section 543(DX1) and to Dismiss or Abstain Pursuant to 11 U.S.C. Section 305 (the "Motion"),

23 appearances having been stated on the record, good cause appearing, and for the reasons stated on

24 the record, IT IS ORDERED:

25 1. The Motion is GRANTED; and

26 2. The case is DISMISSED

27

*. * *ENDOFORDER* * * 

28 EXHIBIT J

L6-4301"3 Doc# 53" Filed: 1"]-gRpf.B DIEyltê$ëNp ç4,ffii1"6 09:59:35 Page 1- of 2

Case 3:17-cv-00223-RS Document 71-3 Filed 02/16/17 Page 38 of 53
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COURT SERVICE LIST

No Parties

c l-6-43013 Doc# 51 Filed: LL/Lgg18r ffiRUÈ€ä:i.fft[15/16 09:59:35 Page 2 of 2

Case 3:17-cv-00223-RS Document 71-3 Filed 02/16/17 Page 39 of 53
USDC CASE NO. 3:L7-CV-0023-RS

SEC V. SFRC. ET AL.

EXHIBIT K

TO

DBCLARATION OF SUSAN L. UECKER

Case 3:17-cv-00223-RS Document 71-3 Filed 02/16/17 Page 40 of 53
Pritzker Levine LLP

Aun: Pritzker, Elizabeth C,

180 Grand Ave.

#r390

Oakland, CA 94612-

CASALINA & DISSTON

Attn: Disston, Leeds

409 l3th Street

9th Floor

Oakland, CA 94612

Young

Henderson

Superior Court of California, County of Alameda

Rene C. Davidson Alameda County Courthouse

No. RGl5778891

Plaintiff/Petitioner( s )

VS.

Application Re: Other Ex Parte Denied

Date'. 12:10612016

Time: 03:00 PM

Dept: 30

DefendanlRespondent( s )

IT IS ORDERED that the Third Party's Application Re: Other Ex Parte is denied,

facslmlle

Dated: 1210612016

EXHIBIT K

Judge Brad Seligman

Case 3:17-cv-00223-RS Document 71-3 Filed 02/16/17 Page 41 of 53
SHORT TITLE:

Young VS Henderson

CASE NUMBER:

RG15778891

ADDITONAL ADDRESSEES

Reed Smith, LLP

Attn: Siamas, John S.

101 Second Street

suite 1800

San Francisco, CA 94105-3659

ARCHERNORRIS

Attn: Ficenec, James J.

I Embarcadero Center

Suire 360

Sal Francisco, CA 94111_

Elkington Law Offices

Attn: Elkington, Sally J,

1970 Broadway

Twelfth Floor

Oakland, CA 94612

Peretz &. Associates

Attn: Peretz, Yosef

22 Battery Street

Suite 200

San Francisco, CA 94111

-- Third Party -

Njelita Law Offices

Attn: Njelita, N. Maxwell

Case 3:17-cv-00223-RS Document 71-3 Filed 02/16/17 Page 42 of 53
436 Fourteenth St., Ste, ll07

Oakland, CA 94612-

-- Third Party -

Wendel, Rosen, Black & Dean, LLP

Attn: Berke-Dreyftiss, Elizabeth

1111 Broadway,z4lhFl

Oakland, CA 94607-4036

-- Third Party -

DLA Piper LLP

Attn: Convington, Matthew S

555 Mission Street

Suite 2400

SanFrancisco, CA 94105

- Third Parry 

*

KRIEG, KELLER, SLOAN, REILLEY

& ROMAN LLP

Attn: Keller, Kenneth E,

555 Montgomery Street

17th Floor

SanFrancisco, CA 94lIl

-- Third Party -

Sacalaw & Associates

Attn: Saca, Diana M

501 Arkansas Street

SanFrancisco, CA 94107

Case 3:17-cv-00223-RS Document 71-3 Filed 02/16/17 Page 43 of 53
-. Third Parly -

Mallory &Natsis, LLP

Attn: Huckins, WilliamW,

Three Ernbarcadero Center

12th Floor

San Francisco, CA 94111_

Case 3:17-cv-00223-RS Document 71-3 Filed 02/16/17 Page 44 of 53
USDC CASE N0. 3:17-CV-0023-RS

SEC V. SFRC, ET AL.

EXHIBIT L

DECLARATION OF'SUSAI{ L. UECKER

TO

Case 3:17-cv-00223-RS Document 71-3 Filed 02/16/17 Page 45 of 53
Case 3:L7-cv-00223-RS Document 50-6 Filed O2lO9lL7 Page 2 of 3

Superior Court of California, County of Alameda

Rene C. Davidson Alameda County Courthouse

Callsocket Lrc No. RG16834184

PlaintifVPetitioner(s)

Minutes

Y

Defendanl/Respondent(s)

brcviatcd

Department 30 Honorable BradSeligman , Judge

Causè called for Motion: November 15,2016

Reporter Desiree Winn, CSR No. 13645

Aiken Welch Court Reporters

Phone:510-451-1580

Email: dwinn@aikenwelch.com

Plaintiffmoves to extend the receivership and re-appoint Susan Uecker as Receiver. For the reasons stated

below. the court GRANTS the motion,

Tlre Receiver was appointed in April 2016 and rener,ved for 120 days on July 22,2016. The appointrnent

was made by Judge Spain after a showing thatthe assets forthe covered entities had been dissipated,

commingled, or used for unrelated transactions. The court subsequently ordered the closing ofthe

CallSocket LP call center, the sale of three buildings purchased r.vith limited-partner ftinds, and a freeze on

hiring at CallSocket II, LP, among other things, While Defendant San Francisco Regional Center (loined

by Defendants Thomas M, Michael R. and Mathew T. Henderson) raise a host of objections to the

appointment of Ms. Uecker, they do not identify any change in conditions that r,vould justifu the

termination of the Receivership. Indeed, a number of the tasks that the court set for the Receiver are not

yet completed, including the furalization of the sale of property and the determination of the status of

CallSocket II, LP. (To the exlent that Defendants suggest that bankmptcy and appellate writ proceedings

undermins the necessity for a Receiver. these claims are nor,v moot since these proceedings have been

dismissed, with the exception of an unlikely Petition for Review by the Califomia Supreme Court.)

(Berkeley Healthcare Dlmamics, LLC and North America 3PL, LLC's frled an opposition to the rnotion

"to the extent that it applies to them and their business operations," As they note, the motion does not refer

to them, In any event, the only potential hann to thern is speculative, inasmuch as they concede the

Receiver has not exercised any control over them or their assets.)

Defendalts make numerous assertions to support their clain that Ms. Uecker failed to maintain the status

quo and is not neutral or competent. The court finds that these claims are not supported, and, in some

cases, border on the frivolous. First, several of the complaints tum not on Ms. Uecker's conduct, but on

orders that the court has issued, in some cases unilaterally, but with notice to the parties and an

opportunity to object. Since the Receiver works for the court, she cannot be faulted for irnplementing the

còurt's orders. Second, Defendants argue that the Receiver should have polled the limited partners before

undertaking judicially ordered sales, This claim misperceives the role of the Receiver as a representative

of the courl, and ignores the failure of Defendants to provide any contact information to the Receiver for

the limited partneri. Third, Defendants suggest that Ms. Uecker is guiþ of self-dealing and/or colluding

rvith the Pláintiff. These incendiary claims are not supported by the record. The mere fact of

communication with Plaintiffs counsel in this fast-moving case rvith multiple frlings in multiple courts,

especially against a backdrop u'here at least some Defendants have not been diligent in serving papers, is

not proof of collusion. Likelise, the suggestion that Ms. Uecker would profrt from transactions is neither

supported with evidence nor credible.

vs,

Minutes

EXF{IEIT L

M10984475

Case 3:17-cv-00223-RS Document 71-3 Filed 02/16/17 Page 46 of 53
Case 3:17-cv-00223-RS Document 50-6 Filed 02lO9lLT Page 3 of 3

Finally, Defendants, relying on the declaration of Sabrina Baptiste, offer a litany of complaints about Ms

Ueckeris conduct. The iourt has revielved Ms, Baptiste's declaration, r,vhich is replete with arguably

inadmissible hearsay and lack of personal knorvledge. Several of the claims are extremely misleading,

such as the assertioir that the Receiver ignored a claim from the State oflndiana and allowed entry ofa

default judgrnent, when in fact it appears that Defendant Thomas Henderson, who wa¡ the a-gent for

servicebf process, failed to prornptly foru'ard the clairn to the Receiver. Likewise, claims of wage

violations ãre questionable since it was Ms. Baptiste lvho r,vas responsible for calculating wages at

tenlination. The court has reviewed the balalce of the claims as well as Ms. Uecker's reply declaration

and ftnds that none of the claims is substantiated.

The court rejects as unjustified Defendants' proposal to increase the Receiver's bond to $50,000,000.

Most of the liabilrty Defendants claim to fear stems from actions the Receiver took at the behest of the

court, after notice io the parties and an opportunity to object. No change of circumstances warants the

vast increase in the bond proposed by Defendants.

Receiver to provide proposed order.

Prevailing party shall serye a copy of this order upon all parties forthwith and file a proof of service with

the Court.

Minutes of

Entered on

nl1512016

tU16l20t6

Chad Finke Executive Offrcer / Clerk of the Superior Court

d

Þigtâl

B¡, s* Ø4

Deputy Clerk

Minutes

M10984475

Case 3:17-cv-00223-RS Document 71-3 Filed 02/16/17 Page 47 of 53
USDC CASE NO. 3:17-CV-0023-RS

SEC V. C. ET AL.

EXHIBIT M

DECLARATION OF SUSAI{ L. UBCKER

TO

Case 3:17-cv-00223-RS Document 71-3 Filed 02/16/17 Page 48 of 53
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Matthew S. Covingfon (par \o. 154429)

moovington@archemoris.com

James J. Ficenec (BarNo, 152172)

jficenec@archemonis,com

ARCHERNORRIS

A Professional Law Corporation

One Embarcadero Center, Suite 360

San Francisco, Califomia 941I l-3735

Tclephone: 415.653,1480

Facsimile: 415.653,1481

Attomeys for Defendant

TESH, LLC

ALLAN YOUNG, rn individual,

derivatively, and on behalf of himself,

Plaintiff,

trBË-ËD

RUN¡EOA COUNTY

AUû 3 1 20'16

SUPERIOR COURT OF THE STATE OF CALIFORNIA

COI.JNTY OF ALAMEDA

CLERK R COURT

CaseNo. RG.l5-778891

lAsstgned to Hon, Julia SpaÌn.for All Purposesl

PEREMPTORY CHALI,ENCE

(ccP $ 170.6)

v.

THOMAS M. HENDERSON, an

individual; MICHAEL R, I{ENDERSON,

an individual; MATTHEW T,

HENDERSON, an individual;

SA}I FRANCISCO RTGIONAL

CENTER, LLC, a Califomia Limited

Liability Company, BERKELEY

HEALTHCARE DYNAMICS, L,P., A

California Limited Partnership;

CALIFORNIA OOLD MEDAL, L.P., A

California Limited Partnership;

CALLTEKS SECURITY, LLC, A

California Limited

CITY BRAl.lD MBDIA,

Iartnership; THIS

RESTAURANT G

IS THERE

NORTH AMERICA 3PL, L.P., A

Catifomia Lirnited Partnership; TESH,

LLC, a California Limitsd Liability

Company; COMPREHENSIVE CARE OF

OAKLAND , L.P,, a California Limited

Complaint

TrialDate:

Dept. 19

PEREMPTORY CHALLENGE

Filed: July 22,2015

August 4,201'l

Limited

LLC,a

EXHIBIT M

Case 3:17-cv-00223-RS Document 71-3 Filed 02/16/17 Page 49 of 53
o

I-IYDRANT MADIA, LLC, a Cnì'ilbr'¡ria

Lini itccl l,in tri lity Cortqrany; I-lF I'E Lf 0,

LLC, a Cnlifbnlil l"irlritcrl Liability

Corrrpany; M[rTttO WIlil R.AlL, L,P., ¿r

Cali l'órnin L,irnitctl Paltncrship; JI"

CATEWA\', l.l.Cl, a Cnlit'or:nia Linritctl

Liabili ty Conrpiury; C;EODON4AIN

DIìVELO PN,I [N'T \/ ENTUR,ES, L LC. ttN

Arizona f.i nr i lecl 1., i rrtri I i fy Co mpnnyi l ncl

Dotis t-25,

Dul.cndanrs,

n¡ld

CAl" SOCKnT, L,LC, rr Calilbrnia l.i¡rilerl

f,,ínbility Corn¡rlnyl CAI"LSOCK['i I I,

l-ì.,C, a C¿rlil'onrin l,irnitccl L.irrbility

Comparry; C^t,L.SOCKF'I ttJ. LI-C, n

Cal.i lornia [-ir¡iitcd Liab ility Conrpnrry,

Norn ilrirl l)e l'crrilnnl s.

Kevin Sh inl¡rritoto clecl¿u'cs:

l, Tlurt lrc is a tttanngittu rncrnbcloiNo¡'th Anrcric¡r i Pl.,.l,L.C. Nortlr ¿\lnclic:n 3

PL, LLC is (hô mnnagiug rnember of del'onrlnnt TËSI-1, LLC, Thc ntilnagers of Nortl: Ante l.ica 3

PL, LLC. ltuvc n¡rpt'otccl lhe submissio¡r ol'rlris pcrcrìrptory cllrllcrrgr,. on bchallof TESl.l, t,l-C.

2. 'l'htrt the I'lort. Julia Spnirr, ihu,iuclgc bcl'orc u'hont this irction is assigncil, is

prejudicerl itgninsl T.llSH, LLC or thr intclcst of TESII, LLC so thar I'ESH, LLCì, cnnnor or

belisves that it cnutot havc a ftrir and irn¡:'arliirl tri,rl or lrearing lrcfbre such,juclgc.

I clcclllc ttritlclpunitlty ol'pcr'¡ury urrdel'tlrc lnu,s ol'thc Strrlc ol'Cirlift¡I1ìin thill thc

I'oi'egoing is tnrc rnd c0rrect.

Datcd: August 3[ , zOtO

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fctvtN

Anelicu

l'l llvl ¡\

3 PL, t-t.Ct,

rlh

)

I'llll lìll l"l'Olly ()tl"\ LI,fir\C ti

LLC:

Case 3:17-cv-00223-RS Document 71-3 Filed 02/16/17 Page 50 of 53
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o o

PROOFgF SERVICE

Name of Action: YOUNG v. HENDERSON, et al,

Court and Action No: Alameda County Superior Court Action No, RG-l5-7?8891

I, Yolanda Bullock, decla¡e that I am over the age of eighteen years and not a party to this

action or proceeding, My business address is 2033 North Main Street,.Suite 800, Walnut Creek,

California 94596-3759. On August 31,2016,1 caused the following document(s) to be served:

TESH, LLC'S zEREMPTORY CHALLENGE (CCP 5170.6)

[Fl by placing a true copy of the document(s) listed above, enclosed in a sealed envelope,

- 

addressed as set forth below, for collection and mailing on the date and at the business

address shown above following our ordinary business practices, I am readily familiar

with this business' practice for collection and processing of conespondence for

mailing with the United States Postal Service, On the same day that a sealed envelope

is placed for collection and mailing, it is deposited in the ordinary course of business

with the United States Postal Service with postage fully prepaid,

n by having a true copy of the document(s) listed above transmitted by facsimile to the

person(s) at the facsimile number(s) set forth below before 5:00 p.m. The transmission

was reported as complete without error by a reþort issued by the transmitting facsimile

machine.

n by having personal delivery by First Legal of a true copy of the document(s) listed

above, enclosed in a sealed envqlope, to the person(s) and at the address(es) set forth ' below,

by placing a true copy of the document(s) listed above, in a box.or other facility

regularly maintained by United Parcel Service (UPS), an express service carrier, or

delivered to a courier or drivbr authorized by the express service canier to receive

documents, in an envelope designated by the express service carrier, with delivery fees

paid or provided for, addressed as set forth below,

n I electronically served the above referenced document(s) through Email. E-service in U

this action was completed on all parties listed on the service list with Email, This

service complìes with the court's order in this case.

SEE ATTACHED SERVICE LIST

I declare under penalty ofperjury that the foregoing is true and correct, Executed on

August 31,2016, at Wilnut Creeli, Câlifornia.

Yolanda Bu k

4047 900t I 4822-2454-89 I 4-l

PROOF OF SERVICE

Case 3:17-cv-00223-RS Document 71-3 Filed 02/16/17 Page 51 of 53
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2

O o

spRvrcE Lrsr

Jonathan K, Levine, Esq.

Elizabeth C. Pritzker, Esq.

Bethany L. Caracuzzo, Esq,

Shiho Yamamoto, Esq,

PRITZKER LEVIM LLP

180 Grand Ave., Suite 1390

Oakland, CA94612

Attorneyfor Plaintffi ALLAN YOUNG

Tel:

Fax:

Email

4t 5-692-0772

415-366:611

I-eeds Disston, Esq,

CASALINA & DISSTON

409 l3rl'r st., 9'h Floor

Oakland, CA94612

Atlorney for Defendants, TIIOMAS M,

HENDERSON, MTCTUEL R,

HENDERSON,MATTHEW T,

HENDERSON and SAN FRANCISCO

REGTONAL CENTER LLC

Tel: 510-835-Bll0 Fax: 510-835-81 l3

Email : c as dis s @.v aho o. c om

N. Maxwell Njelita, Esq,

NJELITA LA\ry OFFICES

436 Fourteenth St., Suite 1107

Oakland, CA94612

Attorneyfor Defendant, MARWN TATE, CPA

Tel: 510-465-7500 Fax: 510-465-7501

Email : nmi e lit a@nmn I aw. co m

Gregory S. Nerland, Esq,

AKAWIE & LaPIETRA

1981 N. Broadway, Suite 320

Walnut Creek, CA 94596

Attorney for Receiver, SASAN UECKER

Tel; 925-979-5661 Fax: 925-947-4348

Email : sne rland@.sma il. co m

Elizabeth Berke-Dreyfus, Esq,

WENDEL, ROSEN, BLACK

11 1l Broadway, 24rn Floor

Oakland, CA94607

& DEAN LLP

At t or ney for Re c e iver, SUSIN U ECKE R

Tel: 510-834-6600 Fax: 510-834-1928

Em a i I : e dr qlu$(ùw e n d e l. c o m

Aron Oliner

DUANE MORRIS LLP

Spear Tower

One Market Plaza, Suite 2200

San Francisco, CA 94105

AttorneyJor TORCH LIGHT INWSTORS

Tel: 415-957-3000 Fax: 41 5-957-3001

Email : r oliner @.duane m oru is. co m

William W. Huckins

ALLAN MATKINS LLP

Three Embarcadero Center - l2tl' Floor

San Francisco, CA 941I I

Tel: 41 5-273-7426 Fa"r: 415-837-1516

Email : w huc ki ns@,all e nmat kins. c o m

Altorneyþr

80479001 I 4822.2454-89 I 4-l

PROOF OF SERVICE

Case 3:17-cv-00223-RS Document 71-3 Filed 02/16/17 Page 52 of 53
(r

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009589.0023\4ó0 I 947.4 DECLARATION OF SUSAN L. UECKER 3:17-CV-O0223-RS

I, Susan L. Uecker, declare:

1. I am the duly appointed and acting Receiver in the litigation styled, Young v.

Henderson et al, CaseNo. RGl577889I, pending before the Superior Court of the State of

California, County of Alameda ("State Court Action"). I was appointed by the Amended Order

Granting Plaintiff s Ex Parte Motion for Appointment of Receiver Pursuant to Code of Civil

Procedure Section 564 and Setting Hearing on Order to Show Cause, dated March 25,2016

("Amended Order"). My appointment as receiver was confirmed by the Order Confirming

Appointment of Receiver, dated April7,2016 ("Confirming Order"). My appointment as receiver

has been extended by orders of State Court dated July 22,2015, and Novembet 22,2015' The

following facts are true of my own personal knowledge and if called upon to do so, would and

could competently testify thereto, except as to those matters that are alleged upon information and

belief and as to those matters, I believe them to be true.

2, A number of allegations made in the Opposition to Plaintiff s Motion for

Preliminary Injunction filed by the Proposed Intervenors, the EB-5 Investors in the San Francisco

Regional Center, LLC, California Gold Medal, L.P., CallSocket II, L.P., CallSocket II, L'P.,

Comprehensive Care of Oakland ,LP.,NA3PL, L.P., West Oakland, Plaza, L.P. and the

Declaration of Yuhong Ma filed in Support of that Opposition are false and/or misleading, and

without any evidence. In addition several of the statements made by North America 3PL, LLC

and Berkeley Healthcare Dynamics, LLC and Mr. Henderson are also misleading. I make this

declaration to correct the record as to my actions taken as Receiver in the State Court Action'

3. San Francisco Regional Center, LLC ("SFRC") assert that I took adverse positions

to SFRC. SFRC did not set forth the history of the State Court Action. The Court must keep in

mind that SFRC is the manager of each of the CallSocket LLCs, which is the general partner of

e ach o r the c ar I S o cket"'iî',:'iîH. 

ï: " 

ï:::.",J.njÏ,î:'::Ï ä r s o.r..t

I) call center expenses be rolled back by 30%o, and that any tenants in the

real properties that were not paying rent should be evicted. Judge Spain

ordeied that CallSocket II, L.P. ("CallSocket II") call center expenses could

remain the same, but a hiring freeze was imposed. Attached hereto as

2

Case 3:17-cv-00223-RS Document 71-3 Filed 02/16/17 Page 53 of 53