Exhibit B 

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0818FERRER.txt



        1                IN THE UNITED STATES DISTRICT COURT

        2               FOR THE NORTHERN DISTRICT OF ILLINOIS

        3                        EASTERN DIVISION

        4

            BACKPAGE.COM, LLC,,               )

        5                                     )

                                              )

        6             Plaintiff,              )

                                              )

        7   VS.                               ) Case No.

                                              ) 1:15‐cv‐06340

        8   THOMAS J. DART, Sheriff of Cook   )

            County, Illinois,                 )

        9                                     )

                                              )

       10             Defendant.              )

            ______________________________

       11

       12

       13             VIDEOTAPED DEPOSITION OF CARL FERRER

       14                   Tuesday, August 18, 2015

       15                     Los Angeles, California

       16

       17   REPORTED BY:

       18   GRACE CHUNG, CSR No. 6426, RMR, CRR, CLR

       19   FILE NO.: 445

       20

       21

       22

       23

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       24

       25

                                                               1



        1             IN THE UNITED STATES DISTRICT COURT

        2           FOR THE NORTHERN DISTRICT OF ILLINOIS

        3                     EASTERN DIVISION

        4

            BACKPAGE.COM, LLC,,               )

        5                                     )

                                              )

        6             Plaintiff,              )

                                              )

        7   VS.                               ) Case No.

                                              ) 1:15‐cv‐06340

        8   THOMAS J. DART, Sheriff of Cook   )

            County, Illinois,                 )

        9                                     )

                                              )

       10             Defendant.              )

            ______________________________

       11

       12

       13

       14                Videotaped Deposition of CARL FERRER

       15   taken on behalf of Defendant, at 333 South Hope

       16   Street, 29th Floor, Los Angeles, California,

       17   beginning at 4:13 p.m. and ending at 7:53 p.m., on

       18   Tuesday, August 18, 2015, before GRACE CHUNG, CSR

       19   No. 6246, RMR, CRR, CLR.

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       20

       21

       22

       23

       24

       25

                                                               2



        1                    A P P E A R A N C E S

        2

        3   For the Plaintiff:

        4

            HENZE COOK MURPHY

        5   BY: TOM HENZE, ESQ.

                JANEY HENZE COOK, ESQ

        6   4645 North 32nd Street

            Suite 150

        7   Phoenix, Arizona 85018

            (602) 956‐1730

        8   tom@henzecookmurphy.com

            janey2henzecookmurphy.com

        9   (602) 956‐1730

       10

            For the Defendant:

       11

            KIRKLAND & ELLIS

       12   BY:  ZACHARY D. HOLMSTEAD, ESQ.

            300 North LaSalle

       13   Chicago, Illinois 60654

            (312) 862‐2392

       14   zachary.holmstead@kirkland.com

       15

       16   Also Present:    TOM BISHEL, Videographer

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       17                    LIZ McDOUGALL

       18

       19

       20

       21

       22

       23

       24

       25

                                                               3



        1                            INDEX

        2   WITNESS   EXAMINATION                          PAGE

        3     CARL FERRER

        4             BY MR. HOLMSTEAD                       6

        5             BY MS. COOK                            127

        6

        7                          EXHIBITS

        8   NO.        DESCRIPTION                         PAGE

        9  Exhibit 25   Letter from Bank Frick to Payment    38

                        Solutions, dated June 30, 2015

       10

           Exhibit 26   E‐mail to Yoni (Privilege            47

       11               Redaction)

       12  Exhibit 27   E‐mail chain, with top e‐mail from   61

                        Julie Rottenberg to Thomas Brown,

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       13               dated July 9, 2015

       14  Exhibit 28   E‐mail chain, with top e‐mail from   86

                        Carl Ferrer to Trent Voigt, dated

       15               July 21, 2015

       16  Exhibit 29   Declaration of Carl Ferrer in        99

                        support of motion for temporary

       17               restraining order

       18  Exhibit 30   E‐mail chain, with top e‐mail from   106

                        Mickey Jansen to Carl Reffer, dated

       19               July 21, 2015

       20

       21            QUESTIONS INSTRUCTED NOT TO ANSWER

       22                        PAGE  LINE

       23                          95    21

       24

       25

                                                               4



        1             THE VIDEOGRAPHER:  Good afternoon.  We are

        2   now going on the record.  Today's date is August

        3   18th, 2015.  And the time is approximately 4:13

        4   p.m.  The location is 333 South Hope Street, 29th

        5   floor, Los Angeles, California 90071.  My name is

        6   Tom Bishel, video specialist representing Certus

        7   Deposition Services.  The civil action number is

        8   115‐CV‐06340 in the matter of Backpage.com, LLC

        9   versus Thomas J. Dart, et al.  The deponent is Carl

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       10   Ferrer.  The video deposition is requested by the

       11   law offices of Kirkland & Ellis.

       12             Will all counsel please identify

       13   yourselves and state whom you represent.

       14             MR. HOLMSTEAD:  Zach Holmstead on behalf

       15   of Sheriff Dart.

       16             MS. COOK:  Janey Henze Cook of Henze Cook

       17   Murphy on behalf of Backpage.com.

       18             MR. HENZE:  Tom Henze on behalf of

       19   Backpage.com.    MS. McDOUGALL:  Liz McDougall on

       20   behalf of Backpage.com.

       21             MR. HENZE:  Yeah.  And I think we ought to

       22   state for the record that in her capacity as

       23   general counsel, Liz McDougall is in the room.  She

       24   is not going to participate in lawyering the

       25   deposition, however.

                                                               5



        1                          CARL FERRER,

        2        having been first duly sworn, was examined

        3                 and testified as follows:

        4                        EXAMINATION

        5   BY MR. HOLMSTEAD:

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        6        Q.   Good afternoon.

        7        A.   Good afternoon.

        8        Q.   Will you state your name for the record?

        9        A.   Carl Ferrer.

       10        Q.   And how many times have you testified in

       11   open court, Mr. Ferrer?

       12        A.   Four times.

       13        Q.   Were any of those civil matters?

       14        A.   No.

       15        Q.   How many times have you been deposed?

       16        A.   One time.

       17        Q.   Was that in a civil matter?

       18        A.   Yes.

       19        Q.   What was the nature of the case?

       20        A.   It was two newspapers suing each other.

       21        Q.   Do you remember what court it was in or

       22   what state?

       23        A.   I recall the case was in either Midland,

       24   Texas or Odessa, Texas, I'm not sure which one.

       25        Q.   Thank you.

                                                               6



        1             And do you remember what year it was that

        2   you were deposed?

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        3        A.   I don't.  It was a long time ago.

        4        Q.   More than ten years ago?

        5        A.   Yes.

        6        Q.   Okay.  And having testified before and

        7   given a deposition before, you understand that you

        8   are under oath?

        9        A.   I do.

       10        Q.   And the most important thing this

       11   afternoon is that you and I understand each other.

       12   So if at any point I ask a question that's unclear,

       13   or you don't understand what you heard, just let me

       14   know.  I am happy to re‐ask it or rephrase it.

       15   Okay?

       16        A.   Agreed.

       17        Q.   And if you go ahead and answer the

       18   question, then I'll assume that you heard it and

       19   that you understood it.  Is that fair?

       20        A.   Yes.

       21        Q.   And I also wanted to just state for the

       22   record that in accordance with the hearing that we

       23   had last week, we will be covering a limited number

       24   of topics at your deposition today, and we can

       25   cover the remaining topics at the next deposition.

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                                                               7



        1   Okay?

        2        A.   Yes.

        3        Q.   And, in ‐‐ in general, unless I state

        4   otherwise, my questions are limited to the time

        5   period January 1st, 2015, through the present.

        6        A.   Okay.

        7        Q.   Great.  What did you do to prepare for

        8   your deposition today?

        9        A.   Today, I read the ‐‐ my declaration and

       10   some of the exhibits.

       11        Q.   That was what you did today?

       12        A.   That's what I did today, yes.

       13        Q.   What else have you done to prepare for

       14   your deposition?

       15        A.   Yesterday I met with counsel.

       16        Q.   Who was that?

       17        A.   The counsel that's present here today, Tom

       18   Henze, Janey Henze.

       19        Q.   Was Ms. McDougall there?

       20        A.   I'm sorry?

       21        Q.   Was Ms. McDougall present at that ‐‐

       22        A.   And ‐‐ and Liz McDougall.

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       23        Q.   Approximately, how long did that meeting

       24   last?

       25        A.   We met in ‐‐ during the day.  There was a

                                                               8



        1   break.  There was a series of breaks so I'm trying

        2   to put together the time.

        3        Q.   Sir, just to the nearest part.

        4        A.   I ‐‐ I would estimate eight to ten hours.

        5        Q.   And did you personally review any

        6   documents outside your declaration and the

        7   exhibits?

        8        A.   Say ‐‐ I'm sorry.

        9        Q.   Sure.  You mentioned that you reviewed

       10   today your declaration and some of the exhibits.

       11   Have you reviewed any other documents to prepare

       12   for your deposition?

       13        A.   No.

       14        Q.   You didn't, for example, open your e‐mail

       15   account and go ‐‐ scroll through all the e‐mails to

       16   try to refresh your memory about things that had

       17   happened?

       18        A.   I did not go through my e‐mails today to

       19   refresh my memory.

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       20        Q.   How about since the time that you ‐‐ your

       21   deposition was noticed last week?

       22        A.   Yesterday I went through old e‐mails with

       23   counsel.

       24        Q.   And you are aware that Ms. McDougall was

       25   deposed this morning?

                                                               9



        1        A.   Yes.

        2        Q.   Have you discussed Ms. McDougall's

        3   deposition with anyone?

        4        A.   I have not discussed ‐‐ I'm sorry, I

        5   didn't understand that question.

        6        Q.   Sure.  Did ‐‐ did you discuss any of

        7   the ‐‐ for example, the topics that Ms. McDougall

        8   was deposed about this morning?

        9        A.   No.

       10        Q.   Did you have any conversations regarding

       11   any of the substance of Ms. McDougall's deposition?

       12        A.   No.

       13             MR. HENZE:  Counsel, can I make a

       14   statement for the record, just ‐‐ just because I

       15   think Mr. Ferrer's not a lawyer.  As you know, from

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       16   the previous deposition, Ms. McDougall fulfilled

       17   some of her 30(b)(6) witness duties by sitting down

       18   with Carl and trying to gain corporate knowledge.

       19   But I ‐‐ I don't want you to be misunderstood.

       20   Ms. McDougall was not preparing Mr. Ferrer for his

       21   deposition, although we met ‐‐ we met yesterday, we

       22   did both things in the same day, I guess, is what

       23   I'm trying to say.

       24             MR. HOLMSTEAD:  Same day, same people,

       25   same room.

                                                               10



        1             MR. HENZE:  Yeah, but ‐‐ but, for example,

        2   we had a number of hours, five, six hours, four ‐‐

        3   four to six hours without Ms. McDougall in the room

        4   where we had Mr. Ferrer in the room.  And we had

        5   some other substantial periods of time without

        6   Mr. Ferrer in the room when we had Ms. McDougall in

        7   the room, and then there was some time when we had

        8   Ms. McDougall and Mr. Ferrer together.  That was

        9   the subject matter of Ms. McDougall's 30(b)(6)

       10   preparation.

       11             MR. HOLMSTEAD:  Thank you.

       12             I appreciate that.

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       13        A.   Zach, can I just ‐‐ just so that I'm

       14   accurate, how many hours did I say that I met?

       15   BY MR. HOLMSTEAD:

       16        Q.   Eight to ten.

       17        A.   Eight to ten.  Okay.  It's probably more

       18   like ten.

       19        Q.   More like ten, okay.

       20             Was there anyone present besides the three

       21   attorneys in the room today and your ‐‐ and

       22   yourself?

       23        A.   No.

       24        Q.   What's your understanding of what an

       25   acquiring bank is?

                                                               11



        1        A.   My understanding of the acquiring bank is

        2   that they are the bank that you need to facilitate

        3   a credit card transaction or to secure a merchant

        4   account.

        5        Q.   And you used the word "you need."  Who ‐‐

        6   who are you referring to when you said "you"?

        7        A.   The ‐‐ a business would need.

        8        Q.   A merchant?

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