53702-00001 1080176-1

FOSTERSWIFTCOLLINS&SMITHPC||ATTORNEYS

UNITED STATES DISTRICT COURT

EASTERN DISTRICT OF MICHIGAN - SOUTHERN DIVISION

ROBERT GORDON, Receiver of the

Estate of GREGORY N. McKNIGHT,

LEGISI MARKETING, INC., AND

LEGISI HOLDINGS, L.L.C.,

Plaintiffs,

vs. Case No. 09-CV-10772

Hon. George Caram Steeh

ELITE CONSULTING GROUP, LLC, a

Florida limited liability company, IVAN

MONSALVE a/k/a IVAN MONSALVES,

MARSHA FRIEDMAN, KAREN L. REDMAN,

TRICIA WITHERSPOON, JANE DOE, JOHN

DOE, and EDGETECH INTERNATIONAL, INC.,

a Nevada corporation,

Defendants.

Charles E. Murphy (P28909)

Edward J. Hood (P42953)

Eric Shih (P71326)

Clark Hill, PLC

Attorneys for Plaintiff Robert Gordon

151 S. Old Woodward Avenue, Suite 200

Birmingham, MI 48009

248-989-5879 / 248-988-2331

Nancy L. Kahn (P29907)

Foster Swift Collins & Smith PC

Attorneys for Defendant Karen L. Redman

32300 Northwestern Highway, Suite 230

Farmington Hills, MI 48334

248-539-9900 / 248-538-3612 (Fax)

DEFENDANT KAREN REDMAN’SRESPONSE

ANDBRIEFINOPPOSITIONTOPLAINTIFFS’

MOTION TO SHORTEN TIME TO RESPOND TO

DOCUMENT REQUESTS AND INTERROGATORIES

CERTIFICATE OF SERVICE

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FOSTERSWIFTCOLLINS&SMITHPC||ATTORNEYS FOSTERSWIFTCOLLINS&SMITHPC||ATTORNEYS FOSTERSWIFTCOLLINS&SMITHPC||ATTORNEYS

DEFENDANTKARENREDMAN’SRESPONSE

ANDBRIEFINOPPOSITIONTOPLAINTIFFS’

MOTION TO SHORTEN TIME TO RESPOND TO

DOCUMENT REQUESTS AND INTERROGATORIES

NOW COMES Defendant Karen L. Redman, by and through her attorneys Foster Swift

Collins & Smith PC, andinresponsetoPlaintiffs’MotiontoShortenTimeforDefendantto

Respond to Document Requests and Interrogatories states as follows:

1. Plaintiffs’PostJudgmentDiscovery Requests. InresponsetoDefendantRedman’s

MotionforAttorneys’Feesinaccordancewiththemandatoryattorneyfeeanalysisunderthe

PrivateSecuritiesLitigationReform Act(“PSLRA”),Plaintiffssubmittedinterrogatoriesand

requests for document production to Karen Redman for the following:

 All insurance policies under which Karen Redman asserted a claim for coverage

in connection with the subject litigation.

 All correspondence between the above-referenced insurance carriers and Karen

Redman’sagents or attorneys.

 All documents, communications and correspondence regarding insurance

coverage issues from or to Defendant Karen Redman or her attorneys.

 All research memoranda regarding insurance coverage issues.

 All notes or summaries of telephone conferences regarding insurance coverage.

 Various other information regarding the insurance carrier from which coverage

was sought.

2. Plaintiffs’RequestforShortenedResponseTime. Plaintiffs requested that Defendant

Karen Redman agree to a shortened time period for answering the above-referenced discovery

requests so that answers would be received prior to the hearing on March 16, 2011.

3. DefendantKarenRedman’sObjections. The following objections were asserted on

behalf of Karen Redman in a telephone conferencewithPlaintiffs’counsel:

 The discovery requests could not lead to relevant information because, if

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insurance coverage were to be obtained at any point in the future, the insurance carrier would

necessarily“standintheshoes”ofDefendantKarenRedman in connection with an attorney fee

award under the Private Securities Litigation ReformAct(“PSLRA”).

 Defendant Karen Redman should not be required to incur additionalattorneys’

fees in responding to discovery requests which are not timely or relevant.

 The discovery requests include requests for documentation and information that is

subject to attorney-client privilege and work product privilege.

4. Karen Redman’s Agreement to Provide Insurance Declination Letter.

Notwithstanding the foregoing objections,KarenRedman’scounselofferedtoprovidePlaintiffs’

counsel with the most recent declination of coverage from the subject insurance carrier (copy

attached as Exhibit A)inexchangeforwithdrawalofthedisputeddiscoveryrequests.Plaintiffs’

counsel declined.

5. The Basis for Denial of Insurance Coverage was the Securities Exclusion. As

indicated in the attached declination letter dated February 23, 2011 sent on behalf of National

UnionFireInsuranceCompanyofPittsburgh,PA (“NationalUnion”), coverage was denied

based upon an exclusionforclaims“arisingoutofanypurchaseorsaleofsecurities.”Therewas

no other basis of declination.

6. TheDeclinationLettersConfirmedThatKarenRedman’sAuthoritywasLimitedto

the Filing of Corporate Documents. Thereisnothingintheinsurancecarrier’sdeclination

letter that would providejustificationforPlaintiffs’decisiontonameKarenRedmanasa

Defendant in this action. On the contrary, the insurance carrier concluded the obvious with

respect to the limitations of Ms.Redman’sauthorityasfollows:

Although the Articles of Organization identified Ms. Redman as the manager of

Elite,pursuanttothetermsofElite’sunsignedLimitedLiabilityCompany

Operating Agreement dated September 1, 2006, (the“OperatingAgreement”)Ms.

Friedman was the only member identified. Further, the Operating Agreement

specified that the management of Elite was vested in the member (i.e. Marsha

Friedman).

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6(B) of the Operating Agreement provided that Ms. Redman was designated as

the authorized person to execute, deliver and file the Certificate of Formation of

the Company and other certificates necessary for the Company to qualify to do

business in any jurisdiction desired by the Company. (February 23, 2011

declination letter, pg. 2).

7. BothDeclinationLettersWereBasedUpontheNatureofPlaintiffs’Securities

Fraud Claim. The declination letter of February 23, 2011 was substantially the same as the first

declination letter sent on behalf of insurer dated September 29, 2009 (copy attached as Exhibit

B). In both declination letters, the insurance carrier declined coverage based upon the nature of

Plaintiffs’securitiesfraudclaims,despitethefactthatMs.Redman’sactionsasathirdparty

service provider in the filing of corporate formation and dissolution documents were covered

professional services within the meaning of the Policy:

“ThefactthatinitsComplaintthePlaintiffalsoallegedthatMs.Redmanfiled

corporate documents forming and dissolving various corporate entities (activities

which, in and of themselves, constitute covered professional services within the

meaningofthePolicy”)doesnotchangethefactthatalloftheseclaimsaroseout

ofthePlaintiffs’purchaseofsecuritiesand/orMs.Redman’sallegedviolationof

securitieslaws.”(ExhibitA,pg.5).

No insurance was purchased relating to the sale of securities because neither Ms. Redman nor

her employer had any knowledge of or involvement in the sale of securities.

8. Plaintiffs’RequestedPost Judgment Expedited Discovery Could not Provide a

Factual or Legal Justification for the Filing of Their Claim Against Karen Redman.

Plaintiffs’fancifulassertionthattheinsurancecarriercould provide them with justification for

having named Karen Redman in this suit as a Defendant in this suit is completely without merit.

This motion furtherevidencesPlaintiffs’extremeeffortstoobscuretheabsenceofsufficient

factual and legal basis for including Karen Redman as a named Defendant in this action.

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WHEREFORE, Defendant Karen Redman respectfully requests that this Court deny

Plaintiffs’Motionandfurtherorderthatanawardofattorneys’feesinfavororKaren Redman

include the cost of response to this Motion.

Respectfully submitted,

FOSTER SWIFT COLLINS & SMITH PC

By: s/Nancy L. Kahn

Nancy L. Kahn (P29907)

Attorneys for Defendant Karen L. Redman

32300 Northwestern Highway, Suite 230

Farmington Hills, MI 48334 / 248-539-9900

Dated: March 15, 2011

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EXHIBIT A

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Maddin Hauser Wartell Roth & Holler PC

attorneys and counselors

HARVEY R. HELLER

Direct Dial No. 248 827-1899

Direct Fax No. 248 359-6149

E-Mail: hrh@maddinhauser.com

28400 Northwestern Highway Third Floor Southfietd, Mt 48034-t 839 248 354-4030 fax t248t 354-1422

February 23, 2011

w w w. mad din ha user. c a m

VIA EMAIL: nkahnfosterswift.com

Nancy L. Kahn

Foster, Swift, Collins & Smith, P.C.

Suite 230

32300 Northwestern Hwy.

Farmington Hills, Ml 48334

Re: Insured:

Claimant:

Claim No.

Dear Ms Kahn:

As a follow

evaluated National

light of the Court’s

Judgment. For the

the Court’s recent

defense costs.

Karen Redman, National Registered Agents, Inc.

Robert Gordon

295-048900

up to the referenced matter, in accordance with your request, we have re

Union’s coverage obligations in connection with the referenced matter in

December 22, 2010 Order Granting Karen Redman’s Motion for Summary

reasons set forth below and in our September 29, 2009 denial letter, despite

ruling, National Union is not obligated to reimburse Ms. Redman for her

FACTUAL BACKGROUND

NRAI and GEC

National Registered Agents, Inc. "NRAI" is a professional service company that offers

registered agent and other corporate services nationwide. Global Entity Consulting Group, LLC

hereinafter UGEC is a corporate service office of NRAI i.e. a Florida affiliate of NRAI. Karen

L. Redman "Ms. Redman", is the founder and Chief Executive Officer of GEC. Like NRAI,

GEC offers corporate services including providing resident agents for receipt of service of

process and services in connection with the filing of documents for the formation and dissolution

of corporations.

The Formation of Elite

On or about August 31, 2006, Marsha Freidman, or someone on her behalf, retained

GEC to file documents forming a limited liability company by the name of Elite Consulting

Group, LLC "Elite" in the State of Florida. GEC was also retained to provide a registered

agent for Elite. Based upon the services that Elite purchased from GEC, GEC prepared Articles

of Organization identifying NRAI as the resident agent of Elite and Ms. Redman as the

‘manager" of Elite. Elite’s Articles of Organization were filed with the State of Florida on

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September 1, 2006. Although the Articles of Organization identified Ms. Redman as the

manager of Elite, pursuant to the terms of Elite’s unsigned Limited Liability Company Operating

Agreement dated September 1, 2006 the "Operating Agreement", Ms. Freidman was the only

member identified. Further, the Operating Agreement specified that the management of Elite

was vested in the member i.e. Marcia Freidman. Paragraph 6 B of the Operating Agreement

provided that Ms. Redman was designated as the authorized person to execute, deliver, and file

the certificate of formation of the company and other certificates necessary for the company to

qualify due to business in any jurisdiction desired by the company.

Elite’s Sale of Edgetech’s Securities to McKnight

On February 16, 2007, Trisha Witherspoon a person allegedly affiliated with Elite made

a "cold call" to Gregory McKnight - a Michigan resident who was engaged in the securities

business - to promote the sale of the stock of Edgetech. Apparently, Ms. Witherspoon did not

disclose the fact that neither she nor Elite were licensed to sell securities and falsely

represented that she was a registered representative. Ms. Witherspoon provided Mr. Mcknight

with a false press release regarding Edgetech. Based upon these representations, Mr.

McKnight entered into an agreement to purchase shares of Edgetech.

Elite is dissolved

Just weeks after the Edgetech securities had been sold to Mr. McKnight, on May 30,

2007, Ms. Redman filed voluntary Articles of Dissolution on behalf of Elite. Upon dissolution,

the assets of Elite were distributed to its members.

The SEC files suit against McKnight

On May 5, 2008, the SEC filed a complaint in the U.S. District Court for the Eastern

District of Michigan against Mr. McKnight and Legisi Holdings, LLC, a shell company which Mr.

McKnight operated as president, alleging violations of various federal securities laws. At the

same time, the SEC filed an Ex Parte Motion for the Appointment of a Receiver. The court

appointed attorney Robert D. Gordon as receiver for the Estate of Mr. McKnight and entered an

order freezing Mr. McKnight’s assets. In its complaint, the SEC claimed that Mr. Mcknight and

Legisi Holdings conducted a fraudulent, unregistered offering of securities and raised $72M.

Apparently, the monies were used as part of a Ponzi scheme and to pay Mr. Mcknight’s

personal expenses.

The receiver for Mr. McKnight files suit against Ms. Redman and others

On March 2, 2009, Mr. Gordon, in his capacity as receiver of Mr. McKnight’ estate, filed

suit against Elite, Ms. Redman, and other alleged members of Elite in federal court claiming that

the defendants made fraudulent representations in connection with the sale of the Edgetech

securities. In the complaint, the plaintiff asserted the following claims: violation of federal

securities laws Counts I and ID; violation of various state securities laws Counts Ill, IV, and

VII; common law fraud Count V; and innocent misrepresentation Count VI hereinafter the

"Underlying Action". Ms. Redman reported this claim to NRAI’s professional liability insurer,

National Union Fire Insurance Company of Pittsburgh, Pa. "National Union".

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Ms. Redman retains defense counsel

Ms. Redman then retained you to represent her in the defense of the Underlying Action.

On May 22, 2009, you filed an Answer and Affirmative Defenses on behalf of Ms. Redman as

well as a Motion to Dismiss pursuant to Rule 12b6.

The November 19, 2009 Ruling on Ms. Redman’s Motion to Dismiss

On November 19, 2009, the Court entered an Order granting Ms. Redman’s motion, in

part. In its November 19, 2009 Order, the Court dismissed Count I Fraud §10b5 and Rule

lOb-5; Count V Fraud; and Count VI Innocent Misrepresentation. The Court found that

there were no allegations of reliance and causation necessary to support the lOb-5 claim and

dismissal of the fraud and misrepresentation claims was appropriate because there was no

allegation that Ms. Redman actually made any misrepresentations. However, the Court refused

to dismiss the remainder of the claims which were based upon the alleged violation of state and

federal securities laws Count II - violation of §20 of the Exchange Act; Count Ill violation of

Nevada Securities Law; Count IV violation of Michigan Securities Laws; and Count VII

violation of Florida Securities laws.

Redman’s Motion for Summary Judgment

On October 8, 2010, Ms. Redman filed a Motion for Summary Judgment requesting that

the Court dismiss the remaining securities claims because Ms. Redman was not in any way

involved in the sale of securities or Elite’s business. Rather, her only involvement was to file the

corporate formation and dissolution documents. On December 22, 2010, the Court entered an

Order Granting Ms. Redman’s Motion for Summary Judgment finding, in relevant part, that Ms.

Redman’s designation as a member/manager on the corporate formation documents did not

establish that she was a "controlling person" and there was no evidence that she was involved

in the actual sale of the securities.

In light of the Court’s ruling, you have requested that we reevaluate National Union’s

coverage obligations and agree to reimburse Ms. Redman for the $108,310.49 in defense costs

she allegedly incurred in defending this claim. For the reasons detailed below, the Court’s

December 22, 2010 ruling does not impact our previous determination that National Union is not

obligated to defend or indemnify Ms. Redman in connection with this claim. Therefore, National

Union will not be reimbursing Ms. Redman for these defense costs.

THE POLICY

National Registered Agents, Inc. "NRAI" is the named insured under a claims-made

and reported Miscellaneous Professional Liability Policy that was issued by National Union Fire

Insurance Company of Pittsburgh, Pa. bearing policy number 94-555-70-87 effective from

November 3, 2008 to November 3, 2009 the "Policy". The Policy has limits of $5M subject to a

$25,000 retention.

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COVERAGE ANALYSIS

Exclusion D the "Securities Exclusion" provides, in relevant part, that coverage is not

available with respect to claims:

"arising out of:

1. any purchase, sale, or offer or solicitation of an offer to

purchase or sell securities;

2. any violation of any securities law, including the Securities Act

of 1933, as amended, or the Securities Exchange Act of

1934, as amended, or any regulation promulgated under the

foregoing statutes, or any federal, state or local laws similar to

the foregoing statutes including "Blue Sky" laws, whether

such law is statutory or common law: or"

In accordance with the foregoing exclusion, coverage is not available with respect to any claim

"arising out of’ either 1 the purchase/sale/offering/solicitation of securities; or 2 the violation

of any federal or state securities law,

Counts I, II, III, IV and VII arose out of the violation of federal or state securities

laws

Counts I, II, III, IV and VII of the complaint in the Underlying Action all "arose out of’ the

alleged violation of federal and/or state securities laws. The violation of the securities laws

referenced in the Complaint was the very basis for each one of these claims. In Count I, the

Plaintiff asserted a claim for relief due to the Defendants alleged violation of § 10b of the

Exchange Act and Rule lOb-5 promulgated thereunder Complaint flj36-43. Thus, Count I

unquestionably arose out of a violation of the Securities Exchange Act within the meaning of the

Securities Exclusion. In Count II, the Plaintiff asserted a claim for relief against Ms. Redman as

an alleged "control person" under § 20a of the Exchange Act. Complaint, ¶ 45-46. Thus,

Count II also arose out of a violation of the Securities Exchange Act within the meaning of the

Securities Exclusion.

In Counts Ill, IV and VII, Plaintiff asserted claims for relief due to an alleged violation of

the Nevada Uniform Securities Act Complaint, ¶ 48-58; the Michigan Uniform Securities Act,

Complaint, ¶11 60-65; and the Florida Securities Transaction Act Complaint, ¶11 76-82. Thus,

Counts III, IV and VII arose out of a violation of state securities laws within the meaning of the

Securities Exclusion.

Since Counts I, II, III, IV and VII all arose out of the alfeged violation of federal and/or

state securities laws, coverage as to these counts is barred by the Securities Exclusion. The

fact that the Court ultimately determined there was not sufficient evidence to maintain these

securities claims does not alter the fact that these claims all arose out of the alleged violation of

securities laws.

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Counts V and VI arose out of the purchasefsale of securities

Although Count V Fraud and Count VI Innocent Misrepresentation were not labeled

securities law claims, both of these claims "arose out or the purchase/sale of securities and,

therefore, are not covered. In Count V the fraud claim, Plaintiff alleged that the Defendants

"fraudulently sold Edgetech securities to McKnight by making material misrepresentations and

omissions." Complaint, ¶ 67. Thus, Count V "arose out or i.e. originated from or had a

substantial nexus with the Plaintiff’s purchase of Edgetech Securities. In fact, the only

misrepresentations about which the Plaintiff complained were misrepresentations that were

allegedly made to induce Mr. McKnight to purchase these securities. The fraud claim arose out

of the sale of securities.

The innocent misrepresentation claim set forth in Count VI also arose out of Plaintiff’s

purchase of securities. In ¶ 72 of the Complaint the introductory paragraph to this Count,

Plaintiff alleged that: "Defendants fraudulently sold Edgetech Securities to McKnight by making

material misrepresentations and omissions Complaint, ¶ 72. Further, in ¶ 73 Plaintiff

alleged that "Elite made these misrepresentations and omissions in connection with the making

of a contract for the sale of Edgetech’s Securities Complaint, j 73. Although the Court may

ultimately have determined that these factual allegations were without merit, that does not

change the fact that the Plaintiff filed a claim alleging that Ms. Redman made

misrepresentations in connection with the sale of securities - a claim excluded by the Securities

Exclusion.

Each and every count of the complaint that was filed in the Underlying Action "arose out

of’ the purchase of securities and/or the Defendants’ alleged violation of various securities laws.

The fact that in its Complaint the Plaintiff also alleged that Ms. Redman filed corporate

documents forming and dissolving various corporate entities activities which, in and of

themselves, constitute covered professional services within the meaning of the Policy, does not

change the fact that all of these claims also arose out of the Plaintiffs’ purchase of securities

and/or Ms. Redman’s alleged violation of various securities laws. Since each one of these

claims arose, at least in part, out of conduct excluded by the Securities Exclusion, coverage is

barred, in its entirety, by that exclusion. Therefore, National Union is not obligated to defend or

indemnify Ms. Redman in connection with this claim regardless of the Court’s recent ruling.

In your January 6, 2011 correspondence, you make a number of arguments why you

believe National Union had a duty to defend Ms. Redman in connection with this claim. We

have reviewed each one of these arguments, however, for the reasons detailed below, we still

do not believe National Union had a duty to defend this claim.

A. The fact that the Complaint alleged that Ms. Redman engaged in conduct

that, in and of itself, would be covered does not avoid the Securities

Exclusion

At pages 4-5 of your January 6, 2011 letter, you claim that National Union has a duty to

defend this claim because Section IBI of the Policy provides that National Union will defend a

suit alleging a "wrongful act". You claim that since the Complaint alleges that Ms. Redman filed

corporate formation and dissolution documents which are covered "wrongful acts" under the

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Policy, National Union has a duty to defend this claim. In making this argument, you have

overlooked an important rule of insurance contract interpretation:

"Exclusions limit the scope of coverage provided and are to be

read with the insuring agreement and independently of every Other

exclusion." Hawkeye-Security Ins. Co. v Vector Construction

Co.,185 Mich. App. 369, 384 1990. See also, Weedo vStone-E

Buck, Inc., 81 N.J. 233, 248 1979.

The duty to defend provision to which you refer is set forth in Pad B of the Policy’s Insuring

Agreement. Since the duty to defend provision is part of the Policy’s Insuring Agreement, the

duty to defend provision is to be read with the Securities Exclusion. Pursuant to the Securities

Exclusion, the Policy does not cover claims such as this that "arise out of" the sale of securities

or the violation of securities laws.

B. Coverage was not possible, and, therefore, there is no duty to defend

You claim that "Plaintiffs’ theory of liability was based upon the defined professional

services of Ms. Redman, thus creating the potential for coverage." Therefore, you contend

that National Union was required to defend this claim. Contrary to your contention, although the

duty to defend is broader than the duty to indemnify, it is not without boundaries. As you

acknowledge, a duty to defend exists only if there is some theory of relief that falls within the

scope of the Policy. Schuler v Michigan Physicians Mutual Liability Co., 260 Mich. App. 492

2004. In this case, there is no theory of relief that falls within the scope of the Policy. The

theory of relief in this case was that various misrepresentations were made in connection with

the sale of securities and securities laws were violated as a result of which the Plaintiff was

damaged. Although the Plaintiffs may allege that Ms. Redman is responsible for these

misrepresentations and securities law violations in part because she incorporated and dissolved

the entity that sold the securities, that does not change the fact that the claim that was pled

"arises out of" the sale of securities and the violation of securities ISs within the meaning of the

Securities Exclusion.

As explained by the Michigan Court of Appeals in Fitch v State Farm Fire and Casualty

Ca, 211 Mich. App. 468, 471 1995:

"Whether an insurance carrier has a duty to defend its insured in

an underlying tort action depends upon the allegations in the

complaint. The duty to defend and indemnify is not based solely

on the terminology used in the pleadings in the underlying action.

The court must focus also on the cause of the injury to determine

whether coverage exists. Thus, it appears that our inquiry is

twofold. Does the claimed injury fall within the meaning of the

terms used in the policy? If so, is the cause of the injury covered

under the policy?" Citations omitted.

The Plaintiff’s injuries in this case were caused by the making of misrepresentations in

connection with the sale of these securities and the alleged violation of securities laws. The

cause of the Plaintiff’s injuries is specifically excluded from coverage by the Securities

Exclusion. If coverage is barred by an exclusion, the insurer does not have a duty to defend its

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Page 7.

insured. See, for example two of the cases you cited: Schuler v Michigan Physicians Mutual

Liability Co., 260 Mich. App. 492 2004 and Protective National Insurance Co. of Omaha v City

of Woodhaven, 438 Mich. 154 1991.

C. The Duty to Defend was extinguished by the Securities Exclusion

At pages 5-9 of your letter, you list a number of reasons why you believe a duty to

defend exists despite the Securities Exclusion. We will address these reasons in the same

order that they appear in your letter.

1 The Securities Exclusion need not specifically state that it excludes

the duty to defend

First of all, none of the cases you cite at page 6 of your letter stand for the proposition

that an exclusion must specifically state that it excludes a duty to defend in order to eliminate

the duty to defend. To the contrary, the well established rule is that:

"...there is no duty to defend if the claim is beyond the scope of

the insuring agreement or precluded by a policy exclusion.

Central National ins. Co. v Utica Nat Ins. Group, 232 N.J. Super.

467, 569-71, 557 A.2d 693 App. Div. 1989. Thus, when an

excluded claim is made against the insured, the insurer has no

duty to defend..." 2009 WL 19051 07*14 D.N.J. June 30, 2009.

The fact that the claim is not covered also means that there is not a duty to defend that claim

unless, of course, the exclusion states otherwise. For example, Exclusion A has a "carve out"

for the duty to defend. Exclusion A provides that although coverage is not available for

fraudulent acts, National Union will defend such claims until a finding of fact is made that the

insured actually engaged in the excluded conduct. The Securities Exclusion does not contain

such a "carve out" for the duty to defend. If a claim falls within the scope of the Securities

Exclusion, there is no duty to defend that claim.

2 "Arising out of" is not narrowly construed in the context of a policy

exclusion

You contend that the phrase "arising out of’ is to be narrowly interpreted in the context of

a policy exclusion such as this. In support of this contention, you have cited an Illinois case,

however, Illinois law does not apply. Rather, the Policy is to be interpreted in accordance with

New Jersey law where the Policy was issued, Florida law where the insured is located, or

Michigan law where the lawsuit was pending and the securities were sold. In each ore of

these jurisdictions, the phrase "arising out of’ is broadly interpreted, even in the context of a

policy exclusion, to mean "originating from", "growing out of’, "having a substantial nexus",

"growing out of", or "flowing from" the excluded cause. Prudential Property & Gas. Ins. Co. v

Brenner, 350 N.J. Super. 316 2002. Alligator Enterprises, Inc. v General Agent’s Ins. Co., 773

So. 2d 94, 95 2000 rev, denied 790 So. 2d 1101 2001 and McKusick v Travelers Indemnity

Co., 246 Mich. App. 329, 340-341 2001. As noted by one of the preeminent authorities on

insurance law, in accordance with this broad interpretation:

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Page 8.

"...there only need be ‘a’ causal connection, rather than a

proximate causal connection." Couch on Insurance, 3d § 101:54

at 101-147-48 1997.

3 and 4 The fact that the Plaintiff alleges Ms. ROdman performed

professional services as part of its claim does not avoid the

securities exclusion

At pages 7-8 of your January 6, 2011 letter, you insist that the fact that the Complaint

alleges that Ms. Redman engaged in activities that constitute covered professional services

somehow avoids the Securities Exclusion. It does not. The fact that the Plaintiff claimed that

Ms. Redman violated the securities laws in the course of performing "professional services" i.e.

forming and dissolving corporate entities does not change the fact that each and every one of

these claims also "arose out of’ i.e. has a causal connection with the alleged violation of

securities laws and/or the alleged fraudulent sale of securities. Since each one of these claims

arose, at least in part, out of the alleged fraudulent sale of securities and/or violation of

securities laws, coverage is barred, in its entirety, by the Securities Exclusion. Thus, there is no

duty to defend.

4 The Securities Exclusion is not ambiguous

You claim that the Securities Exclusion is ambiguous because: 1 it does not specifically

exclude the duty to defend; and 2 it does not specify whether the exclusion applies if the

insured was not actually involved in the sale of the securities. With respect to item number 1,

we addressed that argument in paragraph C1. With respect to number 2, although other

exclusions such as Exclusion A may require a finding of intentional conduct e.g. actual

involvement, the Securities Exclusion does not. As noted earlier, every exclusion is to be read

independently of every other exclusion. Pursuant to the Securities Exclusion, the exclusion

applies to any claim that arises out of the sale of securities. Since each one of these claims

arose out of the sale of securities and/or the alleged violation of sedurities laws, there is no duty

to defend.

0. National Union did not have a duty to defend the fraud claim

Admittedly, Exclusion A requires that National Union provide a defense until there is a

finding against the insured. However, as previously indicated, National Union is not denying

coverage based on Exclusion A. Rather, National Union is denying coverage based on the

Securities Exclusion. The Securities Exclusion does not require that National Union provide a

defense until there is a finding of intentional/knowing misconduct. Rather, the Securities

Exclusion applies if the claim "arises out of’ the purchase/sale of securities and/or the violtion

of securities laws. Exclusions are not to be read cumulatively. Rather, each exclusion is to be

read independently of every other exclusion. Hawkeye-Security Ins. C. v. Vector Construction

Co., 185 Mich. App. 369, 384-385 1990. Since every exclusion is to be read independently of

every other exclusion, the finding requirement in Exclusion A cannot be read into the Securities

Exclusion. Although the sale of these securities was allegedly accomplished by means of

various fraudulent representations thereby implicating Exclusion A, that does not change the

fact that this claim also arises out of the purchase/sale of securities and/or the alleged violation

of securities laws within the meaning of the Securities Exclusion. Although Exclusion A requires

a finding of an intentional/knowing act before coverage can be denied, the Securities Exclusion

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does not. Since the Securities Exclusion does not impose any finding requirement, contrary to

your contention, National Union did not have a duty to defend this claim until there was a

finding

CONCLUSION

For the reasons detailed above, since this entire claim arose out of the violation of

various securities laws and/or the purchase/sale of securities, coverage is barred by the

Securities Exclusion and, therefore, National Union did not have a duty to defend this claim on

behalf of Ms. Redman. Therefore, National Union will not be reimbursing Ms. Redman for her

defense costs.

HRH/mmr

Very truly yours,

MADDIN, HAUSER,IWARTELL, ROTH & NELLER, P.C.

cc Ms. Valerie Fletcher

Mr. Robert Hershkowitz

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EXHIBIT B

Case 2:09-cv-10772-GCS-VMM ECF No. 59 filed 03/15/11 PageID.1086 Page 16 of 25
Direct Dial No. 248 827-1 899

Direct Fax No. 248 359-6149 Maddin Hauser Warteil Roth & Holler PC

attorneys and counselors E-Mail:hrh@maddlnhauser.com

28400 Norlhwesrern Highway Third Floor Southlielcl, 141 4003’I-1 839 248 3544030 ln 248 354-1422 www.inaddinhausor.com

September 29, 2009

VIA EMAIL: nkahn@fosterswift.com

Nancy L. Kahn

Foster, Swift, Collins & Smith, P.C.

Suite 230

32300 Northwestern Hwy.

Farmington Hills, Ml 48334

Re: insured: Karen Redman, National Registered Agents, Inc.

Claimant: Robert Gordon

Claim No. 295-048900

Dear Ms Kahn:

As a fallow up to the referenced matter, the undersigned has been retained as coverage

counsel on behalf of National Union Fire Insurance Company of Pittsburgh, Pa. National

Union’. This letter shall serve to advise you of NatIonal Union’s coverage position relative to

the referenced matter and to respond to your August 25, 2009 correspondence.

FACTUAL BACKGROUND

NRAI and GEC

National Registered Agents, Inc. "NRAI" is a professional service company that offers

registered agent and other corporate services nationwide. Global Entity Consulting Group, LLC

hereInafter "GEC" is a corporate service office of NRAI i.e. a Florida affiliate of NRAI that

specializes in global entity formation and management. Karen L. Redman "Ms. Redman", an

attorney and "business and trust formation expert both in the U.K. and the U.S.", is the founder

and Chief Executive Officer of GEC. Like NRAI, GEC offers corporate services including

providing resident agents for receipt of service of process and services in connection with the

filing of documents for the formation and dissolution of corporations.

The Formation of Elite

On or about August 31, 2006, Marsha Freidman, or someone on her behalf, retained

GEC to file documents forming a limited liability company by the name of Elite Consulting

Group, LLC "Elite" in the State of Florida. GEC was also retained to provide a registered

agent for Elite. Based upon the services that Elite purchased from GEC, GEC prepared Articles

of Organization identifying NRAI as the resident agent of Elite and Ms. Redman as the

"manager" of Elite. Elite’s Articles of Organization were filed with the State of Florida on

September 1, 2006. Although the Articles of Organization identified Ms. Rednian as the

manager of Elite, pursuant to the terms of Elite’s unsigned Limited Liability Company Operating

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Agreement dated September 1 2006 the "Operating Agreement", Ms. Freidman was the only

member identified. Further, the Operating Agreement specified that the management of Elite

was vested in the member i.e. Marcia Freid man. Paragraph 6 B of the Operating Agreement

provided that Ms. Redman was designated as the authorized person to execute, deliver, and file

the certificate of formation of the company and other certificates necessary for the company to

qualify due to business in any jurisdiction desired by the company.

Elite’s Sale of Edgetech’s Securities to Mcknight

On February 16, 2007, Trisha Witherspoon a person who is allegedly affiliated with

Elite made a "cold call" to Gregory McKnight - a Michigan resident who was engaged In the

securities business - to promote the sale of the stock of Edgetech. Apparently, Ms.

Witherspoon did not disclose the fact that neither she or Elite were licensed to sell securities

and falsely represented that she was a registered representative. Ms. Witherspoon provided

Mr. McKnight with false press releases regarding Edgetech. Thereafter, based upon these

representations, Mr. McKnight entered into an agreement to purchase a total of 1,050,000

shares of Edgetech for $262,500.00. The shares were Issued on April 16. 2007.

Elite is dissolved

Just weeks after the Edgetech securities had been sold to Mr. McKnight, on May 30,

2007, Ms. Redman filed voluntary Articles of DissolutIon on behalf of Elite. Upon dissolution,

the assets of Elite were distributed to its members.

The SEC files suit against Mcknight

On May 5, 2008, the SEC filed a complaint in the U.S. District Court for the Eastern

District of Michigan against Mr. Mcknight and Legisi Holdings, LLC, a shell company which Mr.

Mcknight operated as president, alleging violations of various federal securities laws. At the

same time, the SEC filed an Ex Patio Motion for the Appointment of a Receiver. The court

appointed attorney Robert D. Gordon as receiver for the Estate of Mr. McKnight. On that same

date, an order was entered freezing Mr. Mcknight’s assets. In its complaint, the SEC claimed

that Mr. McKnight and Legisi Holdings conducted a fraudulent, unregistered offering of

securities and that, between December 2005 and November 2007, they raised $72M from 3.000

investors in all 50 states and several foreign countries. Apparently, the monies were used as

part of a Ponzi scheme and to pay Mr. McKnight’s personal expenses.

The receiver for Mr. McKnight files suit against Ms Redman and others

On March 2, 2009, Mr. Gordon, In his capacity as receiver of Mr. McKnight’ estate, filed

suit against Elite, Ms. Redman, and other alleged members of Elite in federal court claiming that

the defendants made fraudulent representations in connection with the sale of the Edgetech

securities. In their complaint, plaintiffs assert the following claims: violation of federal securities

laws Counts I and II; violation of various state securities laws Counts lii, IV, and VII; common

law fraud Count V; and innocent misrepresentation Count Vi hereinafter the "Underlying

Action". Ms. Redman reported this claim to National Union Fire Insurance Company of

Pittsburgh, Pa. "National Union"- NRAI’s professional liability insurer. Before National Union

had an opportunity to complete its evaluation of coverage, on August 25, 2009, you wrote to

National Union and advised that since National Union had not yet agreed to provide Ms.

Redman with a defense, you were defending her in connection with this claim. In this letter, you

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Page 3.

have taken the position that National Union has a duty to provide Ms. Redman with a defense in

the Underlying Action until there is a finding that the she committed an act that falls within the

scope of one of the Policy’s exclusions. For the reasons detailed below, we respectfully

disagree with your conclusion in this regard and, therefore, National Union will not be providing

Ms. Redman with a defense or indemnification in connection with this claim.

THE POLICY

National Registered Agents, Inc. "NRAI" is the named insured under a claims-made

and reported Miscellaneous Professional Liability Policy that was issued by National Union Fire

Insurance Company of Pittsburgh, Pa. bearing policy number 94-555-70-87 effective from

November 3, 2008 to November 3, 2009 the "Policy". The Policy has limits of $5M subject to a

$25,000 retention.

COVERAGE ANALYSIS

1. Coverage is barred by the Securities Exclusion

Exclusion D provides, in relevant part, that coverage is not available with respect to

claims:

"arising out of:

1. any purchase, sale, or offer or solicttation of an offer to

purchase or sell securities;

2. any violation of any securities law, including the Securities Act

of 1933. as amended, or the Securities Exchange Act of

1934, as amended, or any regulation promulgated under the

foregoing statutes, or any federal, state or local laws similar to

the foregoing statutes including "Blue Sky" laws, whether

such law is statutory or common law; or"

In accordance with the foregoing exclusion, coverage is not available with respect to any claim

"arising out or’ either: 1 the purchase/sale/offering/solicitation of securities; or 2 the violation

of any federal or state securities law.

As noted by one of the preeminent authorities on insurance law:

"..if an exclusion eliminates coverage for liability ‘arising out

of’.. .certain events or causes, there should not be coverage even

if the theory of liability alleged is not the one set forth in the

exclusion. It is enough that the theory of liability alleged arises out

of or exists by reason of the events or causes listed In the

exclusion." 2 Windt, Insurance Claims & Disputes, 4" Ed.

§1 t22A.

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Page 4.

As a general rule, the phrase "arising out of’ is interpreted broadly.

"The phrase arising out of within policy language is generally

considered to mean ‘flowing from’ or ‘having its origin in’, thereby

indicating that there only need be ‘a’ causal connection, rather

than a proximate causal connection." Couch on Insurance, 3d §

101 :54 at 101-14748 1997.

Pursuant to New Jersey law the law of the jurisdiction where the Policy was issued, the phrase

"arising out of’ is broadly interpreted in the context of a policy exclusion to mean originating

fromd, "growing out of’, "having a substantial nexus" with the excluded cause. Prudential

Property & Cas. ins. Co. v Brenner, 350 N.J. Super. 316 2002. Pursuant to Florida law where

Ms. Redman is located and Michigan law where the underlying action is pending and where

the sale of the securities occurred, the phrase "arising out of’ is also broadly interpreted to

mean "originating from, having its origin in, growing out of, flowing from." Alligator Enterprises,

Inc. v General Agent’s ins. Co., 773 So. 2d 94, 95 2000 rev, denied 790 So. 2d 1101 2001

and MeKusick v Travelers Indemnity Cc., 246 MIch. App. 329, 340-341 2001.

For the reasons detailed below, each one of the claims set forth in the complaint that

was filed in the Underlying Action arises out of either the purchase/sale of securities or the

alleged violation of federal or state securities laws and, therefore, coverage is not available with

respect to this claim.

Counts I, II, Ill, IV and VII arise out of the violation of federal or state securities

laws

Counts I, II, Ill, IV and VII of the complaint in the Underlying Action all "arise out of’ the

alleged violation of federal and/or state securities laws. in each one of these counts, the

violation of the referenced securities law is the very basis for the claim. In Count I, plaintiffs

assert a claim for relief due to the defendants alleged violation of § 10b of the Exchange Act

and Rule lOb-S promulgated thereunder Complaint ¶jf36-43. Thus, Count I unquestionably

arises out of a violation of the Securities Exchange Act within the meaning of Exclusion D. In

Count II, plaintiffs assert a claim for relief against the individual defendants including Ms.

Rednian as "control persons" under § 20a of the Exchange Act. Complaint, ¶11 45-46. Thus,

Count II also arises out of a violation of the Securities Exchange Act within the meaning of

Exclusion D.

In Count Ill, plaintiffs assert a claim for relIef due to an alleged violation of the Nevada

Uniform Securities Act. Complaint, ¶11 48-58. In Count IV, plaintiffs assert a claim for relief

due to an alleged violation of the Michigan Uniform Securities Act Complaint, ¶ 60-65. In

Count VII, plaintiffs assert a claim for relief due to an alleged violatIon of the Florida Securities

Transaction Act Complaint, ¶11 76-82. Thus, Counts Ill, IV and VII all arise out of a violation of

state securities laws within the meaning of Exclusion D.

Since Counts I, II, Ill, IV and VII all arise out of the alleged violation of federal and/or

state securities laws, coverage as to these counts is barred by Exclusion D.

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Page 5.

Counts V and VI arise out of the purchase/sale of securities

Although Count V Fraud and Count VI Innocent Misrepresentation are not labeled

securities law claims, both of these claims "arise out of’ the purchasefsaie of securities and,

therefore, are not covered. lit Count V the fraud claim, plaintiffs allege that the defendants

"fraudulently sold Edgetech securities to McKnight by making material misrepresentations and

omissions." ComplaInt, ¶j 67. Thus, Count V "arises out of’ i.e. originates from or has a

substantial nexus with the plaintiff’s purchase of Edgetech Securities. In fact, the only

misrepresentations about which the plaintiffs complain are misrepresentations that were

allegedly made to induce Mr. McKnight to purchase these securities. The fraud claim arises out

of the sale of securities.

The innocent misrepresentation claim set forth in Count VI also arises out of plaintiff’s

purchase of securities. In ¶ 72 of the Complaint the introductory paragraph to this Count,

plaintiffs allege that: "Defendants fraudulently sold Edgetech Securities to McKnight by making

material misrepresentations and omissions..." Complaint, ¶ 72. Further, in ¶j 73 plaintiffs

allege that "Elite made these misrepresentations and omissions in connection with the making

of a contract for the sale of Edgetech’s Securities Compaint, ¶ 73. Since Count VI is

premised upon misrepresentations that were allegedly made in connection with the sale of

securities, coverage is also barred as to Count VI.

Since each and every count of the complaint that was filed In the Underlying Action

"arises out of’ the purchase of securities andlor the defendants alleged violation of various

securities laws, coverage is barred, in its entirety, by Exclusion D. Therefore, National Union is

not obligated to defend or indemnify Ms. Redman in connection with this claim.

2. National Union does not have a duty to defend Ms. Redman in connection with

this claim

In your August 25, 2009 correspondence, you cite a number of reasons why you believe

that National Union has a duty to defend Ms. Redman in connection with this claim. For the

reasons detailed below, we respectfully disagree.

Exclusion D is not contingent upon a finding of Intentlonallwillful misconduct

At page 2 of your letter you state that::

"The Insurance Policy’s Duty to Defend is further explained under

the Exclusions, Section 111A where it specifies that it will provide

a defense for claims which fall within the contract Exclusions until

there is a judgment, final adjudication, adverse admission or a

finding of fact against the insured:

We shall not cover claims arising out of a dishonest,

fraudulent, criminal or malicious act, error or omission, or

any intentional or knowing violation of the law, or gaining

of any profit or advantage to which you are not legally

entitled; however, we will defend suits alleging any of

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September 29, 2009

Page 6.

the foregoing conduct until there is a Judgment, final

adjudication, adverse admission or finding of fact

against you as to such conduct..."

Contrary to your contention, the Policy does not provide that National Union wifl, in all

instances, provide a defense until there is a finding against the insured. Rather, there is only

one policy exclusion that contains such a provision - Exclusion A the "Fraud Exclusion".

However, National Union is not denying coverage based on the Fraud Exclusion. Rather,

National Union is denying coverage based on Exclusion D the "Securities Exclusion". The

Securities Exclusion does not require that National Union provide a defense until there is a

finding of intentional/knowing misconduct. Rather, Exclusion D applies if the claim arises out

of" the purchase/sale of securities and/or the violation of securities laws.

It is well established that: ‘Exclusions limit the scope of coverage provided and are to be

read with the insuring agreement and independently of every other exclusion. State Farm

Mutual ins. Co. v. Roe, 226 Mich. App. 258, 263 1997. Exclusions are not to be read

cumulatively. Rather, each exclusion is to be read independently of every other exclusion.

Hawkeye-Security Ins. C. v. Vector Construction Ca. 185 Mich. App. 369, 384-385 1990.

Clear and specific exclusions must be given effect. An Insurance company may not be held

liable for a risk it did not assume. Auto Owners Iris. Co. it Harrington, 212 Mich. App. 686

1995. Since every exclusion is to be read independently of every other exclusion, the finding

requirement in the Fraud Exclusion set forth in Exclusion A cannot be read into the Securities

Exclusion set forth in Exclusion D.

Although the sale of those securities was allegedly accomplished by means of various

fraudulent representations thereby implicating the Fraud Exclusion, that does not change the

fact that this claim arises out of the purchase/sale of securities and/or the alleged violation of

securities laws within the meaning of Exclusion D. Although the Fraud Exclusion requires a

finding of an intentional/knowing act before coverage can be denied, the Securities Exclusion

does not. Since the Securities Exclusion set forth in Exclusion 0 does not impose any finding

requirement, contrary to your contention, National Union does not have a duty to defend this

claim untIl there is a finding.

There is no duty to defend under Michigan Law

In your letter, you have taken the position that Michigan law would apply in rJeterniining

whether National Union has a duty to defend Ms. Redman in connection with this claim. Even

assuming that were true, contrary to your contention, National Union would not have a duty to

defend this claim under Michigan law. As you note, pursuant to Michigan law, like the vast

majority of jurisdictions, the duty to defend is broader than the duty to indemnity and is

determined by the allegations in the Complaint. Ce!ena Mutual Ins. Co. v Citizens Insurance

Co. of America, 133 Mich. App. 655 1984. II there is any theory of relief that falls within the

scope of the policy, a defense must be provided. Schuler it Michigan Physicians Mutual Liability

Co., 260 Mich. App. 492 2004.

"In some jurisdictions7 including Michigan, this obligation has been

extended to include the duty to defend if the insurer knows that a

true but unpleaded fact or set of facts would bring the claim within

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September 29, 2009

Page 7.

the coverage of the policy." Kangas v Aetna Gas. & Stir. Co., 64

Mich. App. 1, 5 1975.

In this case, there is no theory of relief that falls withip the scope of the policy, nor are

there any unpled facts that would do so. As noted earlier, the theory of relief in this case is that

various misrepresentations were made in connection with the sale of securities as a result of

which the plaintiffs were damaged. Although the plaintiffs may allege in support of their request

for relief against Ms. Redman that she is responsible for these misrepresentations because she

incorporated and dissolved the entity that sold the securities, that does not change the fact that

the entire claim is based upon the misrepresentations that were allegedly made in connection

with the sate of securities. There Is no theory of relief that can possibly be covered.

As explained by the Michigan Court of Appeals in Fitch v State Farm Fire and Casualty

Co., 211 Mich. App. 468, 471 1995:

"Whether an insurance carrier has a duty to defend its insured in

an underlying tort action depends upon the allegations in the

complaint. The duty to defend and indemnify is not based solely

on the terminology used in the pleadings in the underlying action.

The court must focus also on the cause of the injury to determine

whether coverage exists. Thus, it appears that our inquiry is

twofold. Does the claimed injury fall within the meaning of the

terms used in the policy? If so, is the cause of the injury covered

under the policy?" Citations omitted.

The cause of the plaintiffs’ injuries in this case is the making of misrepresentations in connection

with the sale of these securities. The cause of the plaintiffs’ injuries is specifically excluded from

coverage by Exclusion D. As the Michigan Court of Appeals and the Michigan Supreme Court

have consistently found, if coverage is barred by an exclusion, as a matter of law, the insurer

does not have a duty to defend its insured. See, for example two of the cases you cited:

Schuler v Michigan Physicians Mutual Liability Cc., 260 Mich. App. 492 2004 and Protective

National Insurance Co. of Omaha v City of Woocihaveri, 438 Mich. 154 1991.

CONCLUSION

For the reasons detailed above, since this entire claim arises out of the violation of

various securitres laws and/or the purchase/sale of securities, coverage is barred by Exclusion

0. Therefore, National Union does not have a duty to defend this claim on behalf of Ms.

Redman. if you have any information which you believe impacts the foregoing analysis, please

forward the same to the undersigned as soon as possible. Absent the receipt of such

information, National Union will not be defending or indemnifying Ms. Redman with respect to

this claim.

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Page 8.

Very truly yours,

MADDIN, F-IAUSER, WARTELL, ROTH & HELLER, P.C.

arvey R. Helter ---- -

HRH/mmr

cc Ms. Valerie Fletcher

Mr. Robert Hershkowitz

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53702-00001 1080503-1

Foster, Swift, Collins & Smith, P.C./Attorneys AtLawFoster, Swift, Collins & Smith, P.C./Attorneys AtLaw

FOSTERSWIFTCOLLINS&SMITHPC||ATTORNEYS FOSTERSWIFTCOLLINS&SMITHPC||ATTORNEYS FOSTERSWIFTCOLLINS&SMITHPC||ATTORNEYS FOSTERSWIFTCOLLINS&SMITHPC||ATTORNEYS

UNITED STATES DISTRICT COURT

EASTERN DISTRICT OF MICHIGAN - SOUTHERN DIVISION

ROBERT GORDON, Receiver of the

Estate of GREGORY N. McKNIGHT,

LEGISI MARKETING, INC., AND

LEGISI HOLDINGS, L.LC.,

Plaintiffs,

vs. Case No. 09-CV-10772

Hon. George Caram Steeh

ELITE CONSULTING GROUP, LLC, a

Florida limited liability company, IVAN

MONSALVE a/k/a IVAN MONSALVES,

MARSHA FRIEDMAN, KAREN L. REDMAN,

TRICIA WITHERSPOON, JANE DOE, JOHN

DOE, and EDGETECH INTERNATIONAL, INC.,

a Nevada corporation,

Defendants.

Charles E. Murphy (P28909)

Edward J. Hood (P42953)

Clark Hill, PLC

Attorneys for Plaintiff Robert Gordon

151 S. Old Woodward Avenue, Suite 200

Birmingham, MI 48009

248-989-5879 / 248-988-2331

Nancy L. Kahn (P29907)

Francis G. Seyferth (P30885)

Foster, Swift, Collins & Smith, P.C.

Attorneys for Defendant Karen L. Redman

32300 Northwestern Highway, Suite 230

Farmington Hills, MI 48334

248-539-9900 / 248-538-3612 (Fax)

CERTIFICATE OF SERVICE

I hereby certify that on March 15, 2011 I served a copy of DefendantKarenRedman’s

ResponseandBriefinOppositiontoPlaintifs’MotiontoShortenTimetoRespondtoDocument

Requests and Interrogatories to: Charles E. Murphy, Edward J. Hood, and Eric K. Shih, Attorneys

for Plaintiff Robert Gordon, Clark Hill, PLC, 151 S. Old Woodward Avenue, Suite 200,

Birmingham, MI 48009 by First-Class Mail.

/s/Nancy L. Kahn

Foster, Swift, Collins & Smith, P.C.

32300 Northwestern Highway, Suite 230

Farmington Hills, MI 48334

248-539-9900

nkahn@fosterswift.com

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