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009589.0024\5160200.4 DEC. SUSAN L. UECKER IN SUPPORT OF MOTION FOR 

ORDER AUTH. AND APPROV. SETTLEMENT AGREEMENT 

3:17-CV-00223-RS

Wendel, Rosen, Black & Dean LLP 

1111 Broadway, 24t h Floor 

Oakland, California 94607-4036 

Elizabeth Berke-Dreyfuss (Bar No. 114651) 

WENDEL, ROSEN, BLACK & DEAN LLP 

1111 Broadway, 24th Floor 

Oakland, California 94607-4036 

Telephone: (510) 834-6600 

Fax: (510) 834-1928 

Email: edreyfuss@wendel.com 

Attorneys for Susan L. Uecker, Receiver 

UNITED STATES DISTRICT COURT 

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION 

SECURITIES AND EXCHANGE 

COMMISSION, 

Plaintiff, 

vs. 

SAN FRANCISCO REGIONAL CENTER, LLC; 

THOMAS M. HENDERSON; CALIFORNIA 

GOLD MEDAL, L.P.; CALLSOCKET, L.P.; 

CALLSOCKET II, L.P.; CALLSOCKET III, 

L.P.; COMPREHENSIVE CARE OF 

OAKLAND, L.P.; NA3PL, L.P.; WEST 

OAKLAND PLAZA, L.P.; CALLSOCKET, 

LLC; CALLSOCKET II, LLC; CALLSOCKET 

III, LLC; COMPREHENSIVE CARE OF 

CALIFORNIA, LLC; IMMEDIA, LLC; and 

NORTH AMERICA 3PL, LLC, 

Defendants, 

-andCALLSOCKET HOLDING COMPANY, LLC; 

CALLSOCKET III HOLDING COMPANY, 

LLC; BERKELEY HEALTHCARE 

DYNAMICS, LLC; CENTRAL CALIFORNIA 

FARMS, LLC; and JL GATEWAY, LLC, 

Relief Defendants. 

 Case No. 3:17-CV-00223-RS 

DECLARATION OF SUSAN L. UECKER 

IN SUPPORT OF MOTION FOR ORDER 

AUTHORIZING AND APPROVING 

SETTLEMENT AGREEMENT WITH 

LEEDS DISSTON AND CASALINA & 

DISSTON

Date: August 16, 2018 

Time: 1:30 p.m. 

Place: 450 Golden Gate Ave. 

 17th Floor, Courtroom 3 

 San Francisco, CA 94102 

Judge: The Hon. Richard Seeborg 

 

Case 3:17-cv-00223-RS Document 436-1 Filed 07/11/18 Page 1 of 5
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009589.0024\5160200.4 DEC. SUSAN L. UECKER IN SUPPORT OF MOTION FOR 

ORDER AUTH. AND APPROV. SETTLEMENT AGREEMENT 2 3:17-CV-00223-RS

Wendel, Rosen, Black & Dean LLP 

1111 Broadway, 24t h Floor 

Oakland, California 94607-4036 

I, Susan L. Uecker, declare as follows: 

1. I am the duly appointed the duly appointed receiver (the “Receiver”) for San 

Francisco Regional Center, LLC, and the above named entity Defendants and Relief Defendants 

(collectively the “Receivership Entities”) pursuant to the Court’s Order Appointing Receiver and 

Monitor entered herein on March 29, 2017 (“Appointing Order”) (Docket No. 100) and this 

court’s Order Extending Scope of Receivership entered herein on June 5, 2017 (Docket No. 171). 

The following facts are true of my own personal knowledge and if called as a witness, I 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. I make this declaration in support of my 

Motion Authorizing and Approving Settlement Agreement with Leeds Disston and Casalina & 

Disston. 

2. I am informed and believe that at a point in time prior to my appointment as 

Receiver, Leeds Disston and Casalina & Disston (collectively “Disston”) were counsel for San 

Francisco Reginal Center, LLC (“SFRC”), and all or some of the Receivership Entities, and 

obtained funds from some of the entities for legal fees and other expenses, which funds were 

deposited into a trust account maintained by Disston under the name of SFRC (the “SFRC Trust 

Account”). I am also informed that Disston was also counsel for Defendant Thomas M. 

Henderson (“Henderson”). 

3. I am informed and believe that Shirley Ma (“Ma”) a 50% member and manager of 

Defendant Comprehensive Care of California, LLC, the General Partner of Defendant 

Comprehensive Care of Oakland, L.P., paid SFRC the sum of $1,000,000 (“Ma Proceeds”) which 

funds were deposited into the SFRC Trust Account. 

4. I am informed that Henderson owns an interest with Aileen Yen (“Yen”) in a single 

family residence located at 666 Mandana Boulevard, Oakland, California 94610 (“Mandana 

Property”). Henderson and Yen owed, among other debts, the sum of $1,000,000 to Community 

Bank of the Bay (“Community Bank”) pursuant to that Promissory Note dated November 6, 2014, 

secured by a Deed of Trust which encumbers the Mandana Property (“Community Bank Note and 

Deed of Trust”). 

Case 3:17-cv-00223-RS Document 436-1 Filed 07/11/18 Page 2 of 5
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009589.0024\5160200.4 DEC. SUSAN L. UECKER IN SUPPORT OF MOTION FOR 

ORDER AUTH. AND APPROV. SETTLEMENT AGREEMENT 3 3:17-CV-00223-RS

Wendel, Rosen, Black & Dean LLP 

1111 Broadway, 24t h Floor 

Oakland, California 94607-4036 

5. I am informed that Disston transferred the Ma Proceeds to the Community Bank in 

exchange for an assignment of the Community Bank Note and Deed of Trust in Disston’s favor 

(“Assignment”). I am further informed that Community Bank transferred the original Note and 

Deed of Trust to Disston. I believe that Disston’s transfer of the Ma Proceeds to the Community 

Bank in payment of Henderson’s personal obligation in exchange for the Assignment of the 

Community Bank Note and Deed of Trust to Disston is a voidable transfer pursuant to California 

Civil Code Section 3439 et seq., and that the estate is entitled to avoid the transfer and obtain the 

Community Bank Note and Deed of Trust. 

6. I am informed that Disston, on the other hand, contends that the Assignment was 

security for his legal fees, and he is owed the sum of $877,000, in addition to sums he has been 

paid to date. Disston contends that prior to the Assignment, his legal fees were secured by an 

assignment of profits owed to SFRC by Defendant Comprehensive Care of California, LLC. 

7. I believe, however, that there are additional bases to void the Assignment and 

object to any claim that Disston may have in the Receivership Estate. 

8. In order to resolve this matter and avoid the costly litigation, the parties have 

agreed to the following proposed settlement subject to court approval, pursuant to Paragraph 39 of 

the Appointment Order. The essential terms of the proposed settlement are as follows and a true 

and correct copy of the proposed Settlement Agreement is attached hereto as Exhibit A: 

• Within 15 days after the Effective Date,1 Disston will execute an 

assignment of his interests in the Community Bank Note and Deed of Trust 

(“Disston Assignment”), and turn over the original executed version of the 

Community Bank Promissory Note, all modifications, the Deed of Trust, 

and Assignment (collectively “New Assignment Document”) to the 

Receiver. 

• Upon receipt of the executed Disston Assignment and the New Assignment 

Documents, the Receiver will pay Disston the sum of $150,000. In 

addition, Disston shall have an allowed claim in the Receivership Estate in 

the sum of $250,000 (“Disston Receivership Estate Claim”).2

 

1

 The Effective Date is 61 days after the entry of the order approving the settlement. 

2

 Under the terms of the Settlement Agreement, I make no representations or warranties on the 

amount of the pro rata distributions to creditors that will be paid, and thus makes no 

Case 3:17-cv-00223-RS Document 436-1 Filed 07/11/18 Page 3 of 5
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009589.0024\5160200.4 DEC. SUSAN L. UECKER IN SUPPORT OF MOTION FOR 

ORDER AUTH. AND APPROV. SETTLEMENT AGREEMENT 4 3:17-CV-00223-RS

Wendel, Rosen, Black & Dean LLP 

1111 Broadway, 24t h Floor 

Oakland, California 94607-4036 

• Subject to execution of the agreement, Disston shall release the Receiver, as 

of the Effective Date of any and all claims relating to any matters arising 

out of, related to or connected with (a) the receivership in this Action;3 (b) 

the Receivership Entities; and (c) any and all claims asserted in the Action, 

and all claims arising out of or related to the events described therein 

(collectively, “Disston Released Claims”). 

• Subject to approval by the court, and the execution of the Agreement, and 

timely receipt of the New Assignment Documents, the Receiver shall 

release Disston from any and all claims relating to any matters arising out 

of, related to or connected with (a) the receivership in this Action; (b) the 

Receivership Entities; (c) any and all claims asserted in the Action, and all 

claims arising out of or related to the events described therein (“Receiver 

Released Claims”). 

• Both the Receiver as part of the Disston Released Claims and Disston as 

part of the Receiver Released Claims shall include waivers pursuant to 

Section 1542 of California Civil Code. 

9. I believe the proposed settlement should be approved because it recovers both 

Estate Property and conserves Estate Assets. The settlement proposal recovers the Ma Proceeds of 

$1,000,000 paid to SFRC for its interest in Comprehensive Care of California, LLC, as the 

General Partner of Comprehensive Care of Oakland, L.P. The Ma Proceeds were paid into the 

SFRC Trust Account and, I contend, wrongfully used by Disston to pay Henderson/Yen’s personal 

obligation to the Community Bank secured by their residence the Mandana Property. Disston took 

an assignment of both the Community Bank Promissory Note and Deed of Trust to secure his 

legal fees rendered not just to SFRC, but also to Henderson, and other affiliated entities. I believe 

that the use of the Ma Proceeds to satisfy the personal obligations of Henderson/Yen and taking an 

assignment of the Community Bank Promissory Note and Deed of Trust was an avoidable transfer 

pursuant to California Civil Code Section 3439 et seq. Under the proposed agreement, Disston 

will assign both the Community Bank Promissory Note and the Deed of Trust to me in exchange 

for a payment of $150,000. The Deed of Trust is a first priority lien, recorded against 

 

representations or warranties on the amount of the distribution that Disston shall receive on the 

Disston Receivership Estate Claim. 

3 Securities and Exchange Commission v. San Francisco Regional Center, LLC, Case No. 3:17-cv00223-RS. 

Case 3:17-cv-00223-RS Document 436-1 Filed 07/11/18 Page 4 of 5
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009589.0024\5160200.4 DEC. SUSAN L. UECKER IN SUPPORT OF MOTION FOR 

ORDER AUTH. AND APPROV. SETTLEMENT AGREEMENT 5 3:17-CV-00223-RS

Wendel, Rosen, Black & Dean LLP 

1111 Broadway, 24t h Floor 

Oakland, California 94607-4036 

Henderson/Yen’s residence, the Mandana Property. I believe the Mandana Property is worth 

between $1.6 – $1.7 million based on two Brokers Opinion of Value. I obtained two Brokers’ 

Opinion of Value from Pacific Union, one in November 2017 and one in May 2018. The Brokers’ 

Opinion of Value (“BOV”) are based on recent comparable sales in the areas. While the rendering 

brokers have not inspected the interior of the Mandana Property, the BOV is one indicator of 

value. Based on the two BOVs, there should be more than sufficient equity to satisfy the 

Community Bank Deed of Trust. 

10. I am informed that Disston claims that he is owed approximately $877,000 for legal 

services rendered to SFRC, Henderson and the other affiliated entities over and above the amounts 

that Disston has already been paid. I believe there are additional bases to object to any claims for 

fees that Disston could have in the Receivership Estate. Under the proposed agreement, Disston 

shall receive an allowed claim against the Receivership Estate in the amount of $250,000, 

approximately 28% of the amount that was allegedly owing on account services rendered by 

Disston to SFRC, or the other related SFRC entities. Equally important, Disston’s allowed claim 

against the Receivership Estate will only be paid pro rate based on the distribution to all creditors. 

11. Most importantly, the proposed settlement avoids the high cost of litigation with 

Disston to establish the avoidability and recovery of the transfers of SFRC’s and affiliated EB-5 

entities’ funds to Disston, which litigation could be very expensive, and not yield a better costbenefit result. For all of those reasons, I believe, in my business judgment, the proposed 

settlement should be approved. 

I declare under the laws of the United States of America that the foregoing is true and 

correct and that this declaration was executed on the 11th day of July in San Francisco, California. 

 /s/ Susan L. Uecker

Susan L. Uecker, Receiver 

Case 3:17-cv-00223-RS Document 436-1 Filed 07/11/18 Page 5 of 5