STOLL STOLL BERNE LOKTING & SHLACHTER P.C.

209 S.W. OAK STREET

PORTLAND, OREGON 97204

TEL. (503) 227-1600 FAX (503) 227-6840

Keith A. Ketterling, OSB No. 913368

Email: kketterling@stollberne.com

Timothy S. DeJong, OSB No. 940662

Email: tdejong@stollberne.com

Jacob S. Gill, OSB No. 033238

Email: jgill@stollberne.com

Nadia H. Dahab, OSB No. 125630

Email:ndahab@stollberne.com

STOLL STOLL BERNE LOKTING & SHLACHTER P.C.

209 SW Oak Street, Suite 500

Portland, Oregon 97204

Telephone: (503) 227-1600

Facsimile: (503) 227-6840

Steve W. Berman (admitted pro hac vice)

Email: steve@hbsslaw.com

Karl P. Barth (admitted pro hac vice)

Email: karlb@hbsslaw.com

Lee M. Gordon (admitted pro hac vice)

Email: lee@hbsslaw.com

HAGENS BERMAN SOBOL SHAPIRO LLP

1918 Eighth Avenue, Suite 3300

Seattle, Washington 98101

Telephone: (206) 623-7292

Facsimile: (206) 623-0594

Attorneys For Plaintiffs

[Additional Counsel of Record Listed on Signature Page]

IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF OREGON

PORTLAND DIVISION

LAWRENCE P. CIUFFITELLI, for himself 

and as Trustee of CIUFFITELLI 

REVOCABLE TRUST; GREG and ANGELA 

JULIEN; JAMES and SUSAN 

MACDONALD, as Co-Trustees of the 

MACDONALD FAMILY TRUST; R.F. 

MACDONALD CO.; ANDREW NOWAK, 

for himself and as Trustee of the ANDREW 

NOWAK REVOCABLE LIVING TRUST 

U/A 2/20/2002; WILLIAM RAMSTEIN; and

Case No. 3:16-cv-00580-AC

PLAINTIFFS’ OPPOSITION TO 

DEFENDANT INTEGRITY BANK & 

TRUST’S MOTION FOR PROTECTIVE 

ORDER

Case 3:16-cv-00580-AC Document 188 Filed 12/16/16 Page 1 of 7
PAGE 1 - PLAINTIFFS’ OPPOSITION TO DEFENDANT INTEGRITY BANK &

TRUST’S MOTION FOR PROTECTIVE ORDER

STOLL STOLL BERNE LOKTING & SHLACHTER P.C.

209 S.W. OAK STREET

PORTLAND, OREGON 97204

TEL. (503) 227-1600 FAX (503) 227-6840

GREG WARRICK, for himself and, with 

SUSAN WARRICK, as Co-Trustees of the 

WARRICK FAMILY TRUST, individually 

and on behalf of all others similarly situated,

Plaintiffs,

v.

DELOITTE & TOUCHE LLP; 

EISNERAMPER LLP; SIDLEY AUSTIN 

LLP; TONKON TORP LLP; TD 

AMERITRADE, INC.; and INTEGRITY 

BANK & TRUST,

Defendants.

Like defendant TD Ameritrade, Inc., defendant Integrity Bank & Trust. (“Integrity”)

seeks to defer all discovery pending (1) disposition of Integrity’s motions to dismiss, and (2) the 

lifting of the discovery stay in the SEC action. Motion at 2. In the alternative, Integrity asks 

that discovery be limited to “essentially all the documents in Integrity’s customer files of those 

two named plaintiffs [Greg Warrick and the Warrick Family Trust] ... who were customers of 

Integrity.” Motion at 3. Integrity’s motion should be denied.

In resolving similar motions for protective orders by defendants Deloitte & Touche LLP 

and EisnerAmper LLP (the “Accounting Firms”), the Court held as follows:

Staying all discovery is not appropriate, . . . and allowing limited 

discovery while the motions to dismiss are pending maintains the intent and 

purpose of the 2015 amendment [to Federal Rule of Civil Procedure 26(b)(1)]. 

Although the pending motions to dismiss raise credible challenges to Plaintiffs’ 

First Amended Complaint, it is far from certain that a successful motion to 

dismiss would be dispositive and could well result in Plaintiffs filing another 

amended complaint. The Accounting Firms explicitly acknowledged these 

possibilities at oral argument, and implicitly acknowledged them previously when 

they proposed to provide to Plaintiffs some of the discovery they sought. (See

Rule 26(f) Report (ECF No. 94), at 7-9.)

Case 3:16-cv-00580-AC Document 188 Filed 12/16/16 Page 2 of 7
PAGE 2 - PLAINTIFFS’ OPPOSITION TO DEFENDANT INTEGRITY BANK &

TRUST’S MOTION FOR PROTECTIVE ORDER

STOLL STOLL BERNE LOKTING & SHLACHTER P.C.

209 S.W. OAK STREET

PORTLAND, OREGON 97204

TEL. (503) 227-1600 FAX (503) 227-6840

Accordingly, staying all discovery until the court resolves the pending 

motions to dismiss is not warranted. Limited, focused merits discovery will be 

allowed while the motions to dismiss are pending.

Opinion and Order [ECF 174] (“Opinion”) at 19. Applying the same analysis, there is no reason 

for Integrity to receive a full stay of discovery. 

There is no possibility that Integrity’s motions to dismiss will result in dismissal with 

prejudice of the claims against Integrity. Plaintiffs allege that Integrity was directly involved in 

sales of Aequitas securities, preparing subscription agreements and custody agreements that were 

completed by investors and returned to Integrity (FAC ¶ 36); served as Aequitas’ agent to sell 

Aequitas ACF Notes and AIOF-II Notes (FAC ¶¶ 20, 30(f), 36, 70); and, after the sales were 

completed through Integrity, Integrity serves as custodian for the securities and received a fee for 

its services (FAC ¶ 36). These allegations state a claim pursuant to ORS 59.115(3) for 

participation and material aid in the sale of Aequitas securities.

The parties disagree about the applicable pleading standard and whether plaintiffs are 

required to plead additional factual detail to support these allegations. However, Integrity 

acknowledges that, even if this Court finds that a higher pleading standard applies and that 

plaintiffs’ allegations against Integrity in the First Amended Complaint are insufficient, plaintiffs 

have “offered four pages of additional factual assertions they claim support the factual 

allegations in their Amended Complaint.” Motion at 2. Integrity has never addressed those 

additional factual allegations, because the additional facts are overwhelming. 

Some of the facts known to plaintiffs that support the allegations of participation and 

material aid by Integrity are summarized at pages 3-6 of Plaintiffs’ Opposition to Defendant 

Integrity Bank & Trust’s Motion to Dismiss Plaintiffs’ First Amended Complaint [ECF 125]. 

For example, plaintiffs have obtained three contracts between Aequitas and Integrity by which 

Case 3:16-cv-00580-AC Document 188 Filed 12/16/16 Page 3 of 7
PAGE 3 - PLAINTIFFS’ OPPOSITION TO DEFENDANT INTEGRITY BANK &

TRUST’S MOTION FOR PROTECTIVE ORDER

STOLL STOLL BERNE LOKTING & SHLACHTER P.C.

209 S.W. OAK STREET

PORTLAND, OREGON 97204

TEL. (503) 227-1600 FAX (503) 227-6840

Integrity expressly agreed to market and sell Aequitas securities for a fee. Plaintiffs have also 

obtained a promotional document describing the offering of Aequitas securities that states: 

“Presented by: Integrity Bank & Trust.” Acting pursuant to those contracts and in its capacity as 

Aequitas’ agent, Integrity facilitated the sales of at least $90 million worth of Aequitas Notes. 

After the close of briefing on the motions to dismiss, plaintiffs learned that Integrity participated, 

jointly with Aequitas, in sales presentations to registered investment advisors. It is beyond any 

reasonable dispute that a sales agent is a participant within the meaning of ORS 59.115(3). 

The stay of discovery from the receivership entities does not justify a stay of discovery 

between the parties to this lawsuit. There is no reason to put all discovery on hold for the 

receivership. The Receiver has indicated that the parties may have to wait several months to 

obtain documents from the Aequitas companies. However, there is a lot of discovery to 

complete in this matter. Discovery between the parties should begin now, and discovery from 

the Receiver can commence at the appropriate time. This is the most efficient way to proceed 

and to advance the lawsuit to resolution.

Plaintiffs are willing to accept limited, meaningful initial merits discovery. Integrity has 

not offered any reasonable compromise to full discovery, however, and has proposed only to 

produce its customer files for two plaintiffs. Plaintiffs request initial merits discovery 

concerning Integrity’s relationship and agreements with Aequitas, its due diligence regarding the 

participating investment advisors and Aequitas, its compensation related to Aequitas securities,

and its sales activities including documents created by Integrity relating to the Aequitas 

securities.

Specifically, plaintiffs request that Integrity be ordered to make initial production of the 

following documents:

Case 3:16-cv-00580-AC Document 188 Filed 12/16/16 Page 4 of 7
PAGE 4 - PLAINTIFFS’ OPPOSITION TO DEFENDANT INTEGRITY BANK &

TRUST’S MOTION FOR PROTECTIVE ORDER

STOLL STOLL BERNE LOKTING & SHLACHTER P.C.

209 S.W. OAK STREET

PORTLAND, OREGON 97204

TEL. (503) 227-1600 FAX (503) 227-6840

(1) Agreements to which Integrity and any Aequitas company are parties. 

(2) Presentations to registered investment advisors regarding Aequitas securities.

(3) Documents provided by Integrity to any potential purchaser of Aequitas 

securities.

(4) Promotional materials for Aequitas securities.

(5) Documents that Integrity created, reviewed, or received relating to the Aequitas 

securities, including documents relating to the creation, issuance, transfer, 

assignment, acceptance, purchase, sale, and promotion of any Aequitas security.

(6) Transaction-level documents relating to the named plaintiffs in Integrity’s 

possession, custody, or control. See Opinion at 20, ¶ 2.

(7) Communications between Integrity and the named plaintiffs regarding Aequitas 

securities.

(8) Compensation received by Integrity in connection with Aequitas securities.

(9) Requests for information sent by Integrity to Aequitas. See Opinion at 20, ¶ 3.

(10) Information received by Integrity in response to the requests for information 

identified in (9), above. See Opinion at 20, ¶ 4.

(11) Organizational charts of employees for the years 2014-2016. See Opinion at 20, ¶ 

5.

Case 3:16-cv-00580-AC Document 188 Filed 12/16/16 Page 5 of 7
PAGE 5 - PLAINTIFFS’ OPPOSITION TO DEFENDANT INTEGRITY BANK &

TRUST’S MOTION FOR PROTECTIVE ORDER

STOLL STOLL BERNE LOKTING & SHLACHTER P.C.

209 S.W. OAK STREET

PORTLAND, OREGON 97204

TEL. (503) 227-1600 FAX (503) 227-6840

CONCLUSION

For the reasons set forth herein, in the Opinion, and in plaintiffs’ oppositions to other 

defendants’ motions for protective order, discovery should not be stayed. At a minimum, 

Integrity should be required to make production of the items specified in this Opposition. 

DATED this 16th day of December, 2016.

STOLL STOLL BERNE LOKTING & SHLACHTER P.C.

By: s/Timothy S. DeJong

Keith A. Ketterling, OSB No. 913368

Timothy S. DeJong, OSB No. 940662

Jacob S. Gill, OSB No. 033238

Nadia H. Dahab, OSB No. 125630

209 SW Oak Street, Suite 500

Portland, OR 97204

Telephone: (503) 227-1600

Facsimile: (503) 227-6840

Email: kketterling@stollberne.com

tdejong@stollberne.com

jgill@stollberne.com

ndahab@stollberne.com

-AndSteve W. Berman (admitted pro hac vice)

Email: steve@hbsslaw.com

Karl P. Barth (admitted pro hac vice)

Email: karlb@hbsslaw.com

Lee M. Gordon (admitted pro hac vice)

Email: lee@hbsslaw.com

HAGENS BERMAN SOBOL SHAPIRO LLP

1918 Eighth Avenue, Suite 3300

Seattle, WA 98101

Telephone: (206) 623-7292

Facsimile: (206) 623-0594

-AndCase 3:16-cv-00580-AC Document 188 Filed 12/16/16 Page 6 of 7
PAGE 6 - PLAINTIFFS’ OPPOSITION TO DEFENDANT INTEGRITY BANK &

TRUST’S MOTION FOR PROTECTIVE ORDER

STOLL STOLL BERNE LOKTING & SHLACHTER P.C.

209 S.W. OAK STREET

PORTLAND, OREGON 97204

TEL. (503) 227-1600 FAX (503) 227-6840

Robert S. Banks, Jr., OSB No. 821862

Email: bbanks@SamuelsLaw.com

Darlene D. Pasieczny, OSB No. 124172

Email: darlenep@SamuelsLaw.com

SAMUELS YOELIN KANTOR LLP

Attorneys at Law

111 SW 5th Avenue, Suite 3800

Portland, OR 97204-3642

Telephone: (503) 226-2966

Facsimile: (503) 222-2937

Attorneys For Plaintiffs

Case 3:16-cv-00580-AC Document 188 Filed 12/16/16 Page 7 of 7