DeclarationCal. Super. - 6th Dist.December 7, 2020KOOOQONUl-RUJNH NNNNNNNNNr-‘r-‘r-‘r-‘r-ir-‘Hr-Ar-‘r-A OONONUI-PUJNHOKOOOQONUI-RUJNHO 200V37391 6 Santa Clara - Civil Fred W. Schwinn (SBN 225575) E'ectmn'ca")! Flled Raeon R. Roulston (SBN 255622) by SUpenor court Of CA’ Matthew C. Salmonsen (SBN 302854) county Of santa Clara! CONSUMER LAW CENTER, INC. 0n 2/9/2022 10136 PM 38 West Santa Clara Street REVieWGd By: R- Walker San Jose, California 951 13-1806 Case #20CV37391 6 Telephone Number: (408) 294-6100 Envelope: 8258939 Facsimile Number: (408) 294-6190 Email Address: fred.schwinn@sjconsumerlaw.com Attorneys for Plaintiff DAVID CHAI SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF SANTA CLARA DAVID CHAI, individually and 0n behalf Case N0. 20CV373916 of all others similarly situated, (Unlimited Civil Case) Plaintiff, Assigned for A11 Purposes t0 V' The Honorable Patricia M. Lucas VELOCITY INVESTMENTS, LLC, a New Jersey limited liability company; VELOCITY PORTFOLIO GROUP, INC, a Delaware corporation; and DOES 1 SUPPLEMENTAL DECLARATION OF RAEON R. ROULSTON IN SUPPORT OF PLAINTIFF’S MOTION FOR CLASS through 10, inclusive, CERTIFICATION Defendants. Hearing Date: February 23, 2022 Hearing Time: 1:30 p.m. Hearing Dept: 3 Hearing Location: 191 North First Street San Jose, California I, Raeon R. Roulston, declare under penalty of perjury, under the laws of the State 0f California, that the following statements are true: 1. I am an attorney at law duly licensed to practice before all the courts 0f the State 0f California and an attorney 0f the law firm Consumer Law Center, Inc., attorneys of record for Plaintiff and proposed Class Representative, DAVID CHAI. _ 1 _ SUPPLEMENTAL DECLARATION OF RAEON R. ROULSTON Case No. 20CV373916 \OOOflOUl-RUJNr-A NNNNNNNNNr-tr-dwr-tr-tr-‘r-tr-Ar-‘r-A OOQONUI-PUJNHOKOOOfloUl-PUJNF-‘O 2. Ihave personal knowledge of the following facts, and if called as a witness, I could and would competently testify thereto. 3. On January 27, 2022, I attended the deposition of Plaintiff and proposed Class Representative, DAVID CHAI, Via Videoconference in San Jose, California. A true and correct copy of the witness’s oath, relevant excerpts and reporter’s certification from Mr. Chai’s deposition is attached hereto, marked as Exhibit “C,” and is incorporated herein by this reference. 4. On December 10, 2021, the parties attended an Informal Discovery Conference (“IDC”) With the Court. Subsequent t0 the IDC, counsel for CHAI and counsel for Defendants have been meeting and conferring regarding the issues raised at the IDC. A true and correct copy of the email chain between counsel for CHAI, and Timothy Johnson, counsel for Defendants, is attached hereto, marked as Exhibit “D,” and is incorporated herein by this reference. 5. On or about May 28, 2021, VPGTP, INC., announced that it has successfully completed a cash tender offer for all the approximately 8.9 million outstanding shares of Defendant, VELOCITY PORTFOLIO GROUP, INC., for $4.40 per share. A true and correct redacted copy 0f the Press Release from VPGTP, INC, retrieved from https://www.prnewswire.com/news-releases/Vpgtp- inc-successfully-completes-tender-offer-for-veloci‘gy-portfolio-group-inc-3 0 1 30 1429.htm1 on February 9, 2022, is attached hereto, marked as Exhibit “E,” and is incorporated herein by this reference. Executed this 9th day of January, 2022, at San Jose, California. Raeon R. Roulston _ 2 _ SUPPLEMENTAL DECLARATION OF RAEON R. ROULSTON Case N0. 20CV373916 SUPERIOR COURT OF THE STATE OF CALIFORNIA FOR THE COUNTY OF SANTA CLARA DAVID CHAI, individually and on behalf of all others similarly situated, Plaintiffs, Case No. 20CV373916 VS. New Jersey limited liability company; VELOCITY PORTFOLIO GROUP, INC., a Delaware corporation; and DOES 1 through 10, inclusive > ) ) > ) ) > ) VELOCITY INVESTMENTS, LLC, a ) > ) ) > ) ) Defendants. ) ) VIDEOCONFERENCE DEPOSITION OF DAVID CHAI Date and Time: Thursday, January 27, 2022 10:00 a.m. - 10:48 a.m. Location: Remotely (Via Videoconference) Reported By: Shirley Q. Casilan CSR No. 12361 Job No. 22940 IbOJNH lO 11 12 13 l4 15 l6 l7 18 l9 20 21 22 23 24 25 SUPERIOR COURT OF THE STATE OF CALIFORNIA FOR THE COUNTY OF SANTA CLARA DAVID CHAI, individually and on behalf of all others similarly situated, Plaintiffs, Case No. 20CV373916 VS. New Jersey limited liability company; VELOCITY PORTFOLIO GROUP, INC., a Delaware corporation; and DOES 1 through 10, inclusive > ) ) > ) ) > ) VELOCITY INVESTMENTS, LLC, a ) > ) ) > ) ) Defendants. ) ) REMOTE DEPOSITION OF DAVID CHAI, taken on behalf of the Defendants, commencing from 10:00 a.m. to 10:48 a.m., Thursday, January 27, 2022, via Zoom, before Shirley Q. Casilan, CSR No. 12361, ELITE COURT REPORTING (949) 829-9222 thH lO ll 12 l3 l4 l5 l6 l7 l8 l9 20 21 22 23 24 25 APPEARANCES OF COUNSEL: FOR PLAINTIFF: CONSUMER LAW CENTER, INC. BY: RAEON R. ROULSTON, ESQ. 1435 Koll Circle Suite 104 San Jose, California 95112 (408) 294-4610 raeon.roulston@sjconsumerlaw.com FOR DEFENDANTS VELOCITY INVESTMENTS, LLC, PORTFOLIO GROUP, INC.: BARRON & NEWBURGER, PC BY: TIMOTHY P. JOHNSON, ESQ. 1970 Old Tustin Avenue Second Floor Santa Ana, California 92705 (714) 832-1170 tjohnson@bn-lawyers.com ELITE COURT REPORTING (949) 829-9222 and VELOCITY 10 ll 12 l3 l4 15 l6 l7 18 l9 20 21 22 23 24 25 I N D E X WITNESS: DAVID CHAI EXAMINATION BY: MR. JOHNSON MR. ROULSTON E X H I B I T S NUMBER DESCRIPTION Exhibit l Notice of Deposition of Plaintiff David Chai Exhibit 2 Complaint QUESTIONS WITNESS INSTRUCTED NOT TO ANSWER: PAGE LINE 29 l4 INFORMATION REQUESTED: (None) PAGE 31 PAGE lO ELITE COURT REPORTING (949) 829-9222 10 ll 12 13 14 15 16 17 18 19 20 21 22 23 24 25 P R O C E E D I N G S THURSDAY, JANUARY 27, 2022 10:00 A.M. - 10:48 A.M. -oOo- DAVID CHAI, having been first duly sworn by the Reporter, was examined and testified as follows: EXAMINATION BY MR. JOHNSON: Q Good morning, Mr. Chai. My name is Tim Johnson. I represent the defendants in this lawsuit that you've brought. A Good morning, Mr. Johnson. Q And what we're doing here today is called a deposition. That's a chance for me to ask you some questions about the case and about you and the -- in the course of preparing for this lawsuit. Have you ever been through a deposition before? A No. First time. Q First time. Well, there's always -- you got to do it once in your life. A It's okay if I take notes. Correct? ELITE COURT REPORTING (949) 829-9222 |O\ 101 |4> IOU IN |\] 10 ll 12 l3 14 15 l6 17 18 l9 2O 21 22 23 24 25 entirety. Q That's exactlv what you‘re supposed to tell me. Do vou -- did vou review this lawsuit, this complaint that's -- and we've marked that complaint as Exhibit 2. Have vou reviewed this complaint prior to it being filed? IF O W C Yes, sir. I reviewed it with mv attorneys. Were you in person with them? NO. Okay. What -- was it -- well, it‘s my understanding that the lawsuit alleges that there is something missing from the letter that is attached to the lawsuit as Exhibit l. end, Is that your understanding as well? You know, let me rephrase that. Okay? Mr. Chai? MR. JOHNSON: I think he's frozen there. MR. ROULSTON: Yeah. He seems frozen from my as well. Can we go off the record briefly? MR. JOHNSON: Yes, please. (Pause in the proceedings.) MR. JOHNSON: Let's go back on the record. I‘ll state a new question. 15 ELITE COURT REPORTING (949) 829-9222 IN Iw Im Im lq 21 22 23 24 25 BY MR. JOHNSON: Q Mr. Chai, the -- it's mv understandinq that the lawsuit alleqes that the -- there's a -- that the letter that was sent to vou bv Converqent that‘s attached to the lawsuit as Exhibit l violates California law. Is that vour understandinq as well? A Xgé; Q And do vou know what it is about the letter that is -- that constitutes the violation of California law? A From mv understandinq, there was an attachment missinq with that collection letter. Q And what is the nature of the attachment? If vou mu A I do not recall. Q And do vou know what the law -- what the title of the law is -- the name of the law that -- A From mv understandinq, it's -- (Reporter clarification.) THE WITNESS: -- the Debt Buver Act. My apologies. BY MR. JOHNSON: Q No problem. We all do it. And is it your understanding that the Debt Buyer Act requires debts -- some language be in the letter that wasn't in the letter? 16 ELITE COURT REPORTING (949) 829-9222 Ibo Im Iw |q A From my understanding, there was supposed to be an attachment with that letter. That's all I recall. Q Okay. Have vou actuallv reviewed the law vourself? A With mv attornevs, ves. Q Did thev read the lanquaqe to vou? A It's been a while. It was pre-COVID. So I do not recall specific- -- the specifics of the conversation. Q M Other than that one occasion when vou discussed the law with vour attorneys, have vou actuallv done anv review of the law yourself -- anv familiaritv with the law -- of the law vourself? A Durinq that time is -- from the initial conversation, it was probablv durinq the -- initial start of COVID, I did look into that. That's all I recall at this moment. Q Okay. A Just for mV own due diliqence. Q And what is vour understandinq is beinq souqht bv the lawsuit? A Mv understandinq is there's a class-action lawsuit. Q And what does that mean to vou? A Well, from what I was informed bv mv attorneys, 17 ELITE COURT REPORTING (949) 829-9222 |I-\ Iw IUI Im |\l l9 20 21 22 23 24 25 vour client informed us that there were 602 other letters that were sent out. So that's the basis of the motion for the class certification. Q And are vou seekinq some tvpe of damages in the lawsuit? A Based on the lawsuit I read, the answer would be ¥§§; Q And do vou know what the basis for that -- for those damaqes is? A In terms of law specifics, I don't -- I don't understand the exact question, what vou're askinq. Q Okay. Do vou know what amounts of damaqes are -- that vou are seekinq personally? A From mv understandinq, based on the class-action motion, the damaqes are 1,000 for individual and up to 500,000 for the class. That's all I recall. Sorry. I‘m just trying to turn up my volume. That's why I keep reaching down. Q Okay. A It‘s in and out, the volume. Q Okay. A But for the most part, I can hear you good. Q Okay. No. And you're doing the right thing. If you don‘t hear a question or the volume is a problem, just 18 ELITE COURT REPORTING (949) 829-9222 Ibo Io IU'I |\] let us know, and I'll be happy to rephrase it. A Yes, sir. I appreciate that. Q Now, before I qet to -- further into the lawsuit, I iust -- a quick couple questions about vour bacquound. I understand that you're a hiqh school qraduate? A & Q And vou took some colleqe? A fl Q And what subjects, if anv, did vou major in in college? A Business manaqement. Q And you're presentlv emploved? A fi Q Did vou obtain anv deqrees from anv colleqes that you went to? A Nog Q About how far into the colleqe courses did vou ge_t? A Exactlv three vears and one semester. Q So close. A I was forced to leave. Q Oh: okay. You're presentlv emploved? A YGA Q What tvpe of work do vou do? I'm not askinq for 19 ELITE COURT REPORTING (949) 829-9222 |I-\ Iw IU'I Io |\] l6 l7 l8 l9 20 21 22 23 24 25 where vou work, iust what tvpe of work. A Telecommunications. Q And what do vou do for -- in telecommunications? A Information technoloqv consultant. Q Explain that for the uninitiated. What does that mean? A I help customers, specifically US enterprises, with their networks. I build networks. I build data centers, provide connectivitv for orqanizations, for them to communicate internallv. Q That's qood enouqh. And do vou have anv traininq or bacquound in the A No. Q Does your job require reading contracts or other types of business documents? A Yes. Q And what kinds of contracts would you be reading? A Service order contracts, contracts relating to said services that we're providing for our customers, terms and conditions for those services specifically. Q Now, one of the things that is stated in the complaint that was filed is that the Velocity entities are -- routinely send letters that violate the law -- violate California law. 20 ELITE COURT REPORTING (949) 829-9222 15 l6 l7 l8 l9 20 21 22 23 24 25 W O W Q What information do you have in that regard? That's pretty much it, from what you just stated. Okay. That's my understanding. Is that based on information that‘s been provided to you by others? A By Consumer Law Center. Q That's your attorneys? A Yes. Q Now, what function did vou have in preparinq the lawsuit, the complaint itself? Did vou write anv portions of it? A H9; Q Was it given to you as a finished document? A I'm sorry. You broke up. Can you repeat that again, please. Q Sure. Was the complaint given to you as a finished product that didn't require any actual written input by you? A yes. Q Yes. From my understanding, my recollection, Did you make any changes to the lawsuit when you reviewed it? A NO. 21 ELITE COURT REPORTING (949) 829-9222 |I-\ Ibo IUW lm |q Q Did vou relv on vour attorneys to prepare that lawsuit? A Xgé; Q Now, what do vou -- vou are a plaintiff in the lawsuit. Is that correct? A Xgé; Q You're the per- -- veah. You're the person fil- -- that -- in whose name the lawsuit was brouqht. Correct? A Correct. Q What's vour understandinq as to vour obliqations, if anv, reqardinq the class members in the lawsuit? A To review the information, the court detail documents, attend anv trials or depositions and basicallv represent the class. Q And what have vou done to represent the class in this lawsuit up to the present time? A As I stated, I‘ve been involved with the preparation, the review of the material, the documents, attend anv necessarv meetinqs or depositions like this, and anv future ones. Q What documents have vou reviewed reqardinq the litiqation up to the present time? A All the court documents that were submitted. For 22 ELITE COURT REPORTING (949) 829-9222 |.J> IU‘I |00 |\1 lLo LA) N O N H N N N (J) N .b l\) U‘I example, the one that Raeon provided -- Q Have you -- A -- that's pertaining to the case. Q You've seen the complaint. Correct? A lei Q What other documents that vou can recall that you've actuallv -- that were filed in the lawsuit? A I don't recall the specific documents, but they're all in mv court file. But it would be documents pertaininq to the case. I don't have the specifics as to those documents or what thev are. Q Have vou seen anv of the -- there's somethinq that takes place durinq lawsuits that's called "discovery." And that‘s when questions are sent to the other side and responses are received back. Have vou seen anv of those question- -- anv questions that were sent to Velo- -- either the Velocitv entity, and if so, any responses that you'd -- that were supplied bv the Velocitv entities to those questions? A Yes. I saw the discoverv documents, exchanqe of information. Yes. Q Is it vour understandinq that vou are beinq provided anv documents that are beinq processed in the lawsuit on a reqular basis bv the attorneys? 23 ELITE COURT REPORTING (949) 829-9222 |I-\ 10 ll 12 13 l4 15 l6 l7 18 l9 20 21 22 23 24 25 A Yes. Q And have you -- what input have you provided to those documents, if any, or are you just simply reviewing them? A I am just reviewing them. Q Now, there's a -- what is your understanding of the next major hearing that's going to take place in this lawsuit, if any? A I do not know that -- what that would be. Q Now, is it your understanding that there's an issue regarding the net worth of Velocity -- of the Velocity entities? Have you ever been involved with any discussions in that regard? A No. Q Do you have any understanding as to what effect there would be on the class -- the claim by -- claims by the class if it is proven that the Velocity entities have a negative net worth? A No. Q Do you know even -- do you know what the definition of "net worth" is in the context of this lawsuit? A Yes. Q And what's your understanding of that? A In terms of what negative net worth is? 24 ELITE COURT REPORTING (949) 829-9222 Q Or what net worth is. A The amount of money the company or said person to be worth. Q And do you know -- have you ever had any involvement with determining the net worth of a company? A I'm sorry, Mr. Johnson, I didn't hear that entire question. Q Have you ever had any involvement with the determination of an -- amount of net worth that a company has? A No. Q Do vou have a plan as to how this lawsuit should be resolved? A NA Q Are vou leavinq that up to the attorneys to determine? A fi Q How much time do vou think vou've spent on this case up to the present time? This was -- from the beqinninq of the case up to todav. A Ten-plus hours. Q And can vou break down how those ten hours were spent? A Combination of phone calls, readinq information, reviewinq information. 25 ELITE COURT REPORTING (949) 829-9222 |I-\ Iw IU'I lo |\] 15 l6 l7 24 25 Q And what do vou see as vour obliqations or duties to the Class members in this lawsuit? A As I stated earlier, just beinq involved with the review of the court information, court documents, requirements to attend meetinqs, depositions, representinq the class. Q And how would vou break down the decision-makinq process between vou and the -- and vour attornevs? That is, what decisions do vou make? What decisions do vou relv on them to make? A Ultimatelv, it's mv decision, but I qo off the quidance and recommendations of mv attornevs at the Consumer Law Center. Q Are there any specific decisions up to this point in time that you have made regarding the progress of this lawsuit? A I do not recall specifically. Q Have vou been involved or been provided copies of communications between the attorneys in the case, that is, between the Consumer Law Center, your attornevs, and the attornevs representinq the defendants? A & Q And what have you seen in that regard? A Primarily, court documents, what's been filed. Q Have you seen the answers to the lawsuit filed by 26 ELITE COURT REPORTING (949) 829-9222 24 25 the defendants? A I don‘t recollect the -- that specific question. I'd have to revert back to reviewing the information that I have stored in my documents in regards to the court documents and files. Q At best, if you had seen them, it would just have been to be aware that they were -- that they're in existence. Is that -- would that be accurate? A Yes. Q How manv times do vou think that vou've -- that -- how many times do vou recall that vou've met with -- actually met face to face with anv -- with vour attornevs reqardinq this lawsuit? A Pre-COVID, like '19, '20. I met with them two or three times. And since then, evervthinq has been remote. Q Zoom calls or are we talkinq emails? A Emails and phone calls. Q Okay. And how many telephone calls do vou think vou‘ve had with vour attornevs since this lawsuit was filed? A Numerous. I don't recall the exact amount. Q And as to whether or not -- do you know if there's been a trial date scheduled in this case? A I'd have to revert back to the court documents 27 ELITE COURT REPORTING (949) 829-9222 lO ll 12 13 l4 15 l6 for the exact details of that. Q As you sit here today, do you have any knowledge of whether or not a trial date was set? A As I said, I believe -- yes. From my understanding, there is, but to the exact details, I have to revert back to the court documents that I have on file. Q When was the last time you looked at those court documents that you have on file? A This morning and yesterday evening. Q And how long did you spend looking at those documents? A Yesterday evening, about 3O minutes. This morning, about 15 minutes. Q Do you remember what the documents were that you looked at? A Not specifically. Q I iust want to follow up on somethinq I asked before. Have vou made, actuallv, anv decisions reqardinq the proqress or the -- reqardinq the handlinq of this lawsuit vourself? A Just approvals to proceed with specific actions in reqards to court filinqs. Q Okay. Well, we -- I assume vou approved the filinq of 28 ELITE COURT REPORTING (949) 829-9222 |I-\ IN lO ll 12 13 l4 15 l6 l7 l8 l9 20 21 22 23 24 25 the lawsuit. Is that correct? A & Q Is there anything else that you can recall that you actually approved before it was done by your attorneys? A I do not recall the specifics. Q Generally, would it be fair to say that what you have -- you‘ve left the actual procedures and the progress of this lawsuit to your attorneys at this point? A Yes. Q Now, I want to just touch quickly on the retainer agreement with your attorneys. What's your understanding of any obligations regarding costs that may arise out of this lawsuit? MR. ROULSTON: So I'm going to object on the basis of attorney-client privileged. I'm going to direct my client not to answer. (Whereupon the witness was instructed not to answer.) MR. JOHNSON: The declaration that Mr. Chai submitted in support of the motion for Class certification includes a paragraph 10: "I have arranged for my attorneys to advance all costs of this action, including notification to the class, while I remain responsible for 29 ELITE COURT REPORTING (949) 829-9222 13 l4 15 l6 l7 l8 l9 20 21 22 23 24 25 my pro rata share of such costs." BY MR. JOHNSON: Q Let's just direct you to that statement in the declaration. Is that your understanding, Mr. Chai? A I'm sorry. Let me -- I didn't hear that question. Q Not a problem. In vour -- do vou remember siqninq a declaration in support of the motion for class certification? A X§§4 Q And paragraph lO of that declaration states: "I have arranged for my attorney to advance all costs of this action." Is that true? A I don‘t recall that specific statement -- Q Okay. A -- paragraph. Q And -- but -- it also states that: "While I remain respon-" -- that you remain responsible for your pro rata share of such costs. Do you remember making such a statement? A No. Q Does that mean anything to you? A In terms of specifics, it does, but I can‘t 30 ELITE COURT REPORTING (949) 829-9222 10 ll 12 13 l4 15 l6 l7 18 l9 20 21 22 23 24 specify as to what it means exactly. Q Have you paid any costs of this lawsuit? A No. Q Do you understand -- is it your understanding that if the lawsuit is lost -- that is, if you do not win the lawsuit -- you would be obligated to reimburse your attorneys for any costs? A I do not. MR. JOHNSON: I think that‘s all the questions I have. MR. ROULSTON: Are you passing the witness? MR. JOHNSON: How do we handle the stipulations, Madam Reporter, from your perspective at this point? THE REPORTER: We usually go by Code, Counsel. MR. ROULSTON: Right. We do Code. MR. JOHNSON: Then we'll go by Code. MR. ROULSTON: So my question was: Are you passing the witness? I‘d like to ask him -- MR. JOHNSON: Yeah, I'm passing the witness. Yeah. I'm -- oh, I'm sorry. I missed -- I thought you were passing the witness. I'm sorry. EXAMINATION BY MR. ROULSTON: Q Just a couple questions for vou, Mr. Chai. 31 ELITE COURT REPORTING (949) 829-9222 |I-\ IN Lb lm 20 21 22 23 24 25 Earlier vou testified that for the most part, vou leave the procedures up to the attornevs. Is that right? A X§§4 Q Now, when it comes t0 potentially settlinq the case, who will make that decision? Will it be vou or will it be the attorneys? A It will be mvself. Q Okay. So if the attornevs saV ves and vou saV no, is it qoinq to be ves or is it qoinq to be no? A It will be mv decision. Q Okay. And do vou know what a mediation is? A Yes. Q What in vour explana- -- what in vour own words is a mediation? A Discussion to come to terms, mutual terms. Q Okay. MR. ROULSTON: I don't think I have any more questions for you. MR. JOHNSON: I don't have any, either. Thank you. THE REPORTER: Mr. Roulston, would you like a copy of the transcript? 32 ELITE COURT REPORTING (949) 829-9222 10 ll 12 13 l4 15 16 l7 l8 19 20 21 22 23 24 25 CERTIFIED STENOGRAPHIC REPORTER'S CERTIFICATION I, SHIRLEY Q. CASILAN, a Certified Shorthand Reporter licensed in the State of California do hereby certify: That prior to being examined, DAVID CHAI, the witness named in the foregoing proceedings, was by me duly sworn; That said proceedings were taken before me at the time and place set forth therein and was stenographically reported by me; that said proceedings are full, true, and correct transcript of my shorthand notes so taken; that the dismantling, unsealing, or unbinding of the original transcript will render the reporter's certificate null and void. I further certify that I am neither counsel for, nor related to any party to said action, nor in any way financially interested in the outcome thereof. IN WITNESS WHEREOF, I have subscribed my name this lst day of February 2022. SHIRLEY Q. CASILAN, CSR CA CSR NO. 12361 WA CSR NO. 3443 Expiration Date: 4/2022 35 ELITE COURT REPORTING (949) 829-9222 Raeon R. Roulston From: Tim Johnson Sent: Tuesday, February 08, 2022 10:53 AM To: Matthew C. Salmonsen Cc: Fred W. Schwinn; Raeon R. Roulston Subject: Re: Chai v. Velocity Investments, LLC, et al. - Santa Clara Case No. 20CV373916 Thanks for reminding me about that. We were distracted by the class cert motion and had to put the discovery issues on the back burner. | will immediately jump on the outstanding discovery issues. Timothy P. Johnson Barron & Newburger, PC 1970 Old Tustin Avenue, Second Floor Santa Ana, CA 92705 (714)832-1170 Fax. (714)832-1179 PURSUANT TO DEPARTMENT OF TREASURY CIRCULAR 230, THIS ELECTRONIC MAIL AND ANY ATTACHMENT HERETO, IS NOT INTENDED OR WRITTEN TO BE USED, AND MAY NOT BE USED BY THE RECIPIENT, FOR THE PURPOSES OF AVOIDING ANY FEDERAL TAX PENALTY WHICH MAY BE ASSERTED. THIS ELECTRONIC MAIL MAY BE SUBJECT TO THE ATTORNEY-CLIENT PRIVILEGE OR THE ATTORNEY WORK PRODUCT PRIVILEGE OR OTHERWISE BE CONFIDENTIAL. ANY DISSEMINATION, COPYING OR USE OF THIS E-MAIL BY OR TO ANYONE OTHER THAN THE DESIGNATED AND INTENDED RECIPIENT(S) IS UNAUTHORIZED. IF YOU HAVE RECEIVED THIS MESSAGE IN ERROR, PLEASE DELETE IT FROM YOUR SYSTEM IMMEDIATELY. From: Matthew C. Salmonsen Sent: Monday, February 7, 2022 12:35 PM To: Tim Johnson Cc: Fred W. Schwinn ; Raeon R. Roulston Subject: RE: Chai v. Velocity Investments, LLC, et al. - Santa Clara Case No. 20CV373916 Mr. Johnson: We are still awaiting your clients’ response to the issues identified below. Please advise. Thanks, Matthew C. Salmonsen Associate Attorney Consumer Law Center, Inc. 38 West Santa Clara Street éPlease note new address San Jose, CA 951 13-1806 Phone (408) 294-6100, ext. 113 Fax (408) 294-6190 matthew.salmonsen@sic0nsumerlaw.com EXH I BIT Notice: This message, and any attached file, is intended only for the use of the individual or entity to which it is addressed, and may contain information that is privileged, confidential and exempt from disclosure under applicable law. The information herein may also be protected by the Electronic Communications Privacy Act, 18 U.S.C. Sections 25 10-2521. If the reader of this message is not the intended recipient, you are hereby notified that any dissemination, distribution or copying of this communication is strictly prohibited. Ifyou have received this communication in error, please notify us immediately by reply e-mail and delete all copies of the original message. Thank you. From: Tim Johnson Sent: Thursday, January 20, 2022 10:59 AM To: Matthew C. Salmonsen Cc: Fred W. Schwinn ; Raeon R. Roulston Subject: Re: Chai v. Velocity Investments, LLC, et al. - Santa Clara Case No. 20CV373916 Agreed. Timothy P. Johnson Barron & Newburger, PC 1970 Old Tustin Avenue, Second Floor Santa Ana, CA 92705 (714)832-1170 Fax. (714)832-1179 PURSUANT TO DEPARTMENT OF TREASURY CIRCULAR 230, THIS ELECTRONIC MAIL AND ANY ATTACHMENT HERETO, IS NOT INTENDED OR WRITTEN TO BE USED, AND MAY NOT BE USED BY THE RECIPIENT, FOR THE PURPOSES OF AVOIDING ANY FEDERAL TAX PENALTY WHICH MAY BE ASSERTED. THIS ELECTRONIC MAIL MAY BE SUBJECT TO THE ATTORNEY-CLIENT PRIVILEGE OR THE ATTORNEY WORK PRODUCT PRIVILEGE OR OTHERWISE BE CONFIDENTIAL. ANY DISSEMINATION, COPYING OR USE OF THIS E-MAIL BY OR TO ANYONE OTHER THAN THE DESIGNATED AND INTENDED RECIPIENT(S) IS UNAUTHORIZED. IF YOU HAVE RECEIVED THIS MESSAGE IN ERROR, PLEASE DELETE IT FROM YOUR SYSTEM IMMEDIATELY. From: Matthew C. Salmonsen Sent: Thursday, January 20, 2022 10:54 AM To: Tim Johnson Cc: Fred W. Schwinn ; Raeon R. Roulston Subject: RE: Chai v. Velocity Investments, LLC, et al. - Santa Clara Case No. 20CV373916 Mr. Johnson: The Court advised us to file a stipulation regarding any agreements made, but we are still awaiting a response from your clients. Your prompt response is appreciated. In the meantime, our current deadline to compel further responses to a_ll discovery requests in this case is January 28, 2022, next week. Because 0f the size and breadth 0f the motion/s, I intend to begin drafting early next week unless we are granted a further extension of time while we await your response. Therefore, I request a further extension of time in which to compel fithher discovery responses from your clients to and including March 25, 2022. Ifyou will agree to this extension of time, please respond to this email with “Agreed” or similar. Once we have your clients’ response to the issues discussed at the December 10, 2021 IDC (as addressed in the December 17, 2021 email below), we will circulate a proposed stipulation consistent with the Court’s request. 2 Thanks, Matthew C. Salmonsen Associate Attorney Consumer Law Center, Inc. 1435 K011 Circle, Suite 104 San Jose, CA 951 12-4610 Phone (408) 294-6100, ext. 113 Fax (408) 294-6190 matthew.salmonsen@siconsumerlaw.com Notice: This message, and any attached file, is intended only for the use of the individual or entity to Which it is addressed, and may contain information that is privileged, confidential and exempt from disclosure under applicable law. The information herein may also be protected by the Electronic Communications Privacy Act, 18 U.S.C. Sections 25 10-2521. If the reader of this message is not the intended recipient, you are hereby notified that any dissemination, distribution or copying of this communication is strictly prohibited. Ifyou have received this communication in error, please notify us immediately by reply e-mail and delete all copies of the original message. Thank you. From: Tim Johnson Sent: Thursday, January 20, 2022 10:45 AM To: Matthew C. Salmonsen Cc: Fred W. Schwinn ; Raeon R. Roulston Subject: Re: Chai v. Velocity Investments, LLC, et al. - Santa Clara Case No. 20CV373916 Mr. Salmonsen, My apologies but | am still working with the clients to address the discovery issues. | am hopeful that | will be better able to provide a status early next week. Timothy P. Johnson Barron & Newburger, PC 1970 Old Tustin Avenue, Second Floor Santa Ana, CA 92705 (714)832-1170 Fax. (714)832-1179 PURSUANT TO DEPARTMENT OF TREASURY CIRCULAR 230, THIS ELECTRONIC MAIL AND ANY ATTACHMENT HERETO, IS NOT INTENDED OR WRITTEN TO BE USED, AND MAY NOT BE USED BY THE RECIPIENT, FOR THE PURPOSES OF AVOIDING ANY FEDERAL TAX PENALTY WHICH MAY BE ASSERTED. THIS ELECTRONIC MAIL MAY BE SUBJECT TO THE ATTORNEY-CLIENT PRIVILEGE OR THE ATTORNEY WORK PRODUCT PRIVILEGE OR OTHERWISE BE CONFIDENTIAL. ANY DISSEMINATION, COPYING OR USE OF THIS E-MAIL BY OR TO ANYONE OTHER THAN THE DESIGNATED AND INTENDED RECIPIENT(S) IS UNAUTHORIZED. IF YOU HAVE RECEIVED THIS MESSAGE IN ERROR, PLEASE DELETE IT FROM YOUR SYSTEM IMMEDIATELY. From: Matthew C. Salmonsen Sent: Thursday, January 20, 2022 10:37 AM To: Tim Johnson Cc: Fred W. Schwinn ; Raeon R. Roulston Subject: RE: Chai v. Velocity Investments, LLC, et al. - Santa Clara Case No. 20CV373916 3 Mr. Johnson: We are still awaiting an update from your clients. As it stands, we intend t0 compel fufiher responses t0 a_ll discovery requests discussed at the December 10, 2021 IDC by the agreed-upon date 0f January 28, 2022 unless we hear filrther from you by close of business on Friday, January 21, 2022. Thanks, Matthew C. Salmonsen Associate Attorney Consumer Law Center, Inc. 1435 K011 Circle, Suite 104 San Jose, CA 951 12-4610 Phone (408) 294-6100, ext. 113 Fax (408) 294-6190 matthew.salmonsen@sic0nsumerlaw.com Notice: This message, and any attached file, is intended only for the use of the individual or entity to which it is addressed, and may contain information that is privileged, confidential and exempt from disclosure under applicable law. The information herein may also be protected by the Electronic Communications Privacy Act, 18 U.S.C. Sections 25 10-2521. If the reader of this message is not the intended recipient, you are hereby notified that any dissemination, distribution or copying of this communication is strictly prohibited. Ifyou have received this communication in error, please notify us immediately by reply e-mail and delete all copies of the original message. Thank you. From: Matthew C. Salmonsen Sent: Monday, January 17, 2022 3:21 PM To: Tim Johnson Cc: Fred W. Schwinn ; Raeon R. Roulston Subject: RE: Chai v. Velocity Investments, LLC, et al. - Santa Clara Case No. 20CV373916 Mr. Johnson: Have you had a chance to speak With your client about the issues discussed below? Currently, our deadline to compel further responses from your clients is January 28, 2022 for all discovery requests. Although I requested an extension of time to 30 days after Notice of Entry of Order on our client’s Motion for Class Certification regarding the potentially deferred discovery requests, I do not believe the requested extension of time was granted. Please advise. Thanks, Matthew C. Salmonsen Associate Attorney Consumer Law Center, Inc. 1435 K011 Circle, Suite 104 San Jose, CA 951 12-4610 Phone (408) 294-6100, ext. 113 Fax (408) 294-6190 matthew.salmonsen@siconsumerlaw.com Notice: This message, and any attached file, is intended only for the use of the individual or entity to which it is addressed, and may contain information that is privileged, confidential and exempt from disclosure under applicable law. The information herein may also be protected by the Electronic Communications Privacy Act, 18 U.S.C. Sections 25 10-2521. If the reader of this message is not the intended recipient, you are hereby notified that any dissemination, distribution or copying of this communication is strictly prohibited. 4 Ifyou have received this communication in error, please notify us immediately by reply e-mail and delete all copies of the original message. Thank you. From: Tim Johnson Sent: Wednesday, December 22, 2021 11:22 AM To: Matthew C. Salmonsen Cc: Fred W. Schwinn ; Raeon R. Roulston Subject: Re: Chai v. Velocity Investments, LLC, et al. - Santa Clara Case No. 20CV373916 Mr. Salmonsen, Thank you for your email summarizing the issues raised at the IDC. The following are my comments regarding the discussions with the court. SET ONE: FROG 12.1, SROG 3 & 4: | believe that these interrogatories are essentially identical in substance. | will speak with my clients to confirm whether there is someone at Velocity who has any knowledge regarding the handling of the letter sent to your client and the putative class. If there is, we need to identify him or her and, if there is not, we wi|| say so. SROG Nos. 1 & 2: As | recall the discussion with the court, these interrogatories were relevant to a determination as to whether Velocity Investments is a debt collector since an entity must be a debt collector to be subject to the CFDBPA according to your interpretation of the statute. If there is an admission for purposes of this litigation only that Velocity Investments is a debt collector, these interrogatories would be moot. Another way of approaching it is an admission by Velocity Investments that the CFDBPA applies to it as you suggest in your email which is a less circuitous way of resolving the issue. | do not believe there was a discussion about the other issues raised in your email. SROG Nos. 5 & 6: | will discuss the issues that you raise further with my clients to determine what additional information may be provided. SROG No. 9/ RFP No. 13: | have given further thought to this issue and there may be a middle ground that can be reached to address your and the Court's concerns as well as my clients' concerns. | need to speak with my clients on this and | will get back to you. RFP Nos. 1, 2 & 3: | will discuss the issues that you raise further with my clients to determine what additional information may be provided. RFP Nos. 22 & 26: I appreciate the limited time frame proposal and | will discuss the issues that you raise further with my clients to determine what additional information may be provided. There will be an issue regarding tax returns but | will try to determine if there is a middle ground on that issue. SET TWO | appreciate your efforts to prioritize the discovery. | will agree to any reasonable extension regarding the discovery that you will agree to defer a response to at this time and | will discuss the non-deferred discovery further with my clients in an effort to provide further responses that are satisfactory to you. Timothy P. Johnson Barron & Newburger, PC 1970 Old Tustin Avenue, Second Floor Santa Ana, CA 92705 (714)832-1170 Fax. (714)832-1179 PURSUANT TO DEPARTMENT OF TREASURY CIRCULAR 230, THIS ELECTRONIC MAIL AND ANY ATTACHMENT HERETO, IS NOT INTENDED OR WRITTEN TO BE USED, AND MAY NOT BE USED BY THE RECIPIENT, FOR THE PURPOSES OF AVOIDING ANY FEDERAL TAX PENALTY WHICH MAY BE ASSERTED. THIS ELECTRONIC MAIL MAY BE SUBJECT TO THE ATTORNEY-CLIENT PRIVILEGE OR THE ATTORNEY WORK PRODUCT PRIVILEGE OR OTHERWISE BE CONFIDENTIAL. ANY DISSEMINATION, COPYING OR USE OF THIS E-MAIL BY OR TO ANYONE OTHER THAN THE DESIGNATED AND INTENDED RECIPIENT(S) IS UNAUTHORIZED. IF YOU HAVE RECEIVED THIS MESSAGE IN ERROR, PLEASE DELETE IT FROM YOUR SYSTEM IMMEDIATELY. From: Matthew C. Salmonsen Sent: Friday, December 17, 2021 2:58 PM To: Tim Johnson Cc: Fred W. Schwinn ; Raeon R. Roulston Subject: RE: Chai v. Velocity Investments, LLC, et al. - Santa Clara Case No. 20CV373916 Mr. Johnson: Please allow this email to confirm the topics that were discussed at the Informal Discovery Conference attended by the parties on December 10, 2021. Should you disagree with any representation made herein, please let me know as soon as possible. Once we have an agreement regarding the parameters of the discovery dispute, Iwill draft and circulate an appropriate stipulation, as requested by the Court. Apologies for the delay in sending this message. Set One Discovery As t0 Velocity Investments, LLC (“Velocity”) only, unless otherwise indicated: Form Interrogatory (“FROG”) No. 12.1 - You represented that there is nobody under the control of Velocity who has knowledge regarding the drafting, approving, 0r sending 0f the subject letter and agreed to serve a supplemental response explicitly stating so. Special Interrogatory (“SROG”) Nos. 1-2 - We discussed entering into an agreement regarding Stipulated Facts that would forgo the need for your client to make a response to these interrogatories. Please let me know whether or not your clients will agree that: the CFDBPA applies to them and the claims of this case; they violated the CFDBPA with regard t0 Chai and the class; Chai is entitled t0 maximum statutory damages 0f $1 ,000.00 against each Defendant should he succeed on his Complaint; and the class is entitled to maximum statutory damages of “the lesser of five hundred thousand dollars ($500,000) 0r 1 percent of the net worth of the debt buyer.” If your client agrees to a stipulation as discussed herein, we Will agree to Withdraw these interrogatories. SROG Nos. 3-4 - You indicated that you needed t0 speak with Velocity’s representative to determine the extent of Velocity’s knowledge with regard t0 Convergent’s mailing 0f the subject letter. Please let us know the result of that conversation. 7 SROG 5 - You indicated that Convergent thought the sale of the subject account occurred prior to January 1, 2014 and thus did not include the CFDBPA language. However, your client’s response does not provide this information. Moreover, your client’s response does not describe the “computer format” with sufficient particularity. You represented that you would speak to Velocity about producing the “computer format.” Please let us know the result of that conversation. SROG 6 - You indicated that your client would identify the persons at Convergent who are responsive to this request, otherwise would supplement its response to state that Velocity has no knowledge of who at Convergent drafted, reviewed, approved, etc., the subject collection letter. The following discussion applies to both Velocity and VPGI. SROG 9 / RFP No. 13 - The Court indicated that this information is discoverable pre-class certification and you stated you would speak with your client with regard to providing this information. Please let us know the result of that conversation. Request for Production (“RFP”) Nos. 1-2 - You indicated that you would speak with your client regarding production of documents responsive to these requests. We also request a code-compliant supplemental response once your client serves its document production. RFP 3 - We will require your clients’ production of the complete assignment chain and a corresponding code- compliant response to this request. RFPs 22 and 26 - We agreed to limit the scope of these requests to January 1, 2019 through the present. With regard to 22, we will agree to limit the scope to tax returns and SEC filings in the relevant timeframe. Set Two Discovery Generally - The Court advised us to prioritize the most useful requests and to defer the rest. SROG Nos. 1-3 - These interrogatories are relevant to the claims of the Complaint relating to alter ego theory. Therefore, we continue to request your clients serve substantive responses thereto. SROG Nos. 11, 13, and 15 - Upon receiving an extension of time in which to compel further responses to these interrogatories to a date that is 30 days after Notice of Entry of Order on our client’s Motion for Class Certification, we will agree to defer a response to these interrogatories. As to Velocity only: RFP Nos. 1-3, 5-7, 9, 11, 13 - These RFPs are relevant to the claims of the Complaint relating to alter ego theory. Therefore, we continue to request your clients serve substantive responses and documents responsive thereto. RFP Nos. 8, 10, 12, 14 - Mindful of the Court’s advice to prioritize the most useful requests, we will agree to defer a further response to these RFPs upon receiving an extension of time in which to compel further responses to these RFPs to a date that is 30 days after Notice of Entry of Order on our client’s Motion for Class Certification. The deferral is subject to documents your client provides in response to the RFPs discussed above. As to VPGI only: RFP Nos. 1-10, 14, 16, 18, 20 - These RFPs are relevant to the claims 0f the Complaint relating t0 alter ego theory. Therefore, we continue t0 request your clients serve substantive responses and documents responsive thereto. RFP Nos. 11-13, 15, 17, 19, 21 - Mindful of the Court’s advice to prioritize the most useful requests, we will agree to defer a fithher response to these RFPs upon receiving an extension of time in which t0 compel further responses to these RFPs to a date that is 30 days after Notice of Entry of Order on our client’s Motion for Class Certification. The deferral is subject to documents your client provides in response to the RFPs discussed above. FROG 17.1 and RFA Nos. 2-10 - You indicated you would discuss these requests with your client with regard to providing the information requested. Please let us know the result of that conversation. Please let me know your response t0 the above topics as soon as practical. Thanks, Matthew C. Salmonsen Associate Attorney Consumer Law Center, Inc. 1435 K011 Circle, Suite 104 San Jose, CA 951 12-4610 Phone (408) 294-6100, ext. 113 Fax (408) 294-6190 matthew.salmonsen@sic0nsumerlaw.com Notice: This message, and any attached file, is intended only for the use of the individual or entity to Which it is addressed, and may contain information that is privileged, confidential and exempt from disclosure under applicable law. The information herein may also be protected by the Electronic Communications Privacy Act, 18 U.S.C. Sections 25 10-2521. If the reader of this message is not the intended recipient, you are hereby notified that any dissemination, distribution or copying of this communication is strictly prohibited. Ifyou have received this communication in error, please notify us immediately by reply e-mail and delete all copies of the original message. Thank you. From: Tim Johnson Sent: Friday, December 10, 2021 3:12 PM To: Matthew C. Salmonsen Cc: Fred W. Schwinn ; Raeon R. Roulston Subject: Re: Chai v. Velocity Investments, LLC, et al. - Santa Clara Case No. 20CV373916 Agreed From: Matthew C. Salmonsen Sent: Friday, December 10, 2021 3:09 PM To: Tim Johnson Cc: Fred W. Schwinn ; Raeon R. Roulston Subject: Chai v. Velocity Investments, LLC, et al. - Santa Clara Case No. 20CV373916 Mr. Johnson: Iplan on drafting a Stipulation following today’s discovery conference and following up on other topics that were discussed early next week. However, I first wanted to secure an extension 0f time in which to file any motion to compel to allow us time to talk. Pursuant to Covid-19 Emergency Rule 8, our client’s deadline is currently “within ten (10) court days of the conference.” Will you agree that our client has until January 28, 2022 t0 file any motion to compel, should one become necessary? This should allow the parties sufficient time t0 flesh out the meet and confer efforts. If you will agree to the requested extension of time, please respond to this email With “Agreed” or similar. Thanks, Matthew C. Salmonsen Associate Attorney Consumer Law Center, Inc. 1435 K011 Circle, Suite 104 San Jose, CA 951 12-4610 Phone (408) 294-6100, ext. 113 Fax (408) 294-6190 matthew.salmonsen@siconsumerlaw.com Notice: This message, and any attached file, is intended only for the use of the individual or entity to which it is addressed, and may contain information that is privileged, confidential and exempt from disclosure under applicable law. The information herein may also be protected by the Electronic Communications Privacy Act, 18 U.S.C. Sections 25 10-2521. If the reader of this message is not the intended recipient, you are hereby notified that any dissemination, distribution or copying of this communication is strictly prohibited. Ifyou have received this communication in error, please notify us immediately by reply e-mail and delete all copies of the original message. Thank you. VPGTP, Inc. Successfully Completes tender offer for Velocity Portfol... https://www.prnewswire.com/news-releases/vpgtp-inc-successfu|I... VPGTP, Inc. Successfully Completes tender offer for Velocity Portfolio Group, Inc. NEWS PROVIDED BY VPGTP, Inc. -' May 28, 2021, 08:00 ET EXHIBIT WALL, N.J., May 28, 2021 /PRNewswire/ -- VPGTP, |nc., a privately held Delaware corporation ("M"), announced today the successful completion of its cash tender offer for all of the outstanding shares of common stock of its affiliate Velocity Portfolio Group, |nc., a Delaware corporation currently listed on the OTC Market Group's Pink platform ("Velocity") (Pinkzvpcl). The tender offer expired as scheduled at 5:00 P.M. on May 26, 2021 (the "Expiration Date"). Offeror announced that it would complete the transaction by merging Velocity with and into Offeror. Based on information from the depositary for the tender offer, 970,741 shares of common stock of Velocity were validly tendered and not withdrawn as of the Expiration Date (the "Tendered Shares"). Another 7,325,602 shares are scheduled to be rolled into Offeror (the "Rollover Shares') pursuant to the Contribution, Exchange and Support Agreement entered into between Offeror and certain founders and executives of Velocity and their family members prior to the launch of the tender offer. Together, the Tendered Shares and Rollover Shares represent approximately 92.73% of the total issued and outstanding shares of Velocity, all of which will be owned by Offeror after settlement of the tender offer and rollover of the Rollover Shares (collectively, the "Settlement"). Immediately after the Settlement, Offeror intends to complete the acquisition by merging Velocity with and into Offeror pursuant to Delaware's short-form merger statute, at which time Velocity will cease to exist and its common stock will no longer trade on the OTC Markets Group's Pink platform. Offeror is, and will continue after the merger to be, a privately held «8 company that does not trade on any exchange. 1 of 2 2/9/2022, 9:57 PM VPGTP, Inc. Successfully Completes tender offer for Velocity Portfol... https://www.prnewswire.com/news-releases/vpgtp-inc-successfu|I... As previously announced on April 26, 2021, Offeror and Velocity entered into a definitive merger agreement for Offeror to acquire all of the outstanding shares of common stock of Velocity in the tender offer for $4.40 per share, net to the holder thereof in cash. Pursuant to the merger agreement, each share of common stock of Velocity not tendered in the tender offer, other than the Rollover Shares and certain shares of common stock granted to employees that had not yet vested or shares held by Velocity shareholders who have properly preserved their appraisal rights under Delaware law, will be converted into the right to receive $4.40 per share in cash, without interest (the same price paid in the tender offer), in the merger. Offeror expects to cause the merger to be completed in the next few days, pending confirmation from the depositary of proper payment and settlement of all Tendered Shares and Rollover Shares first. For more information on the tender offer or merger, please contact Morrow Sodali, LLC, who is acting as the information agent for the tender offer and merger, by telephone at (800) 607-0088 (for individuals) or (203) 658-9400 (for banks and brokers) or by email at VPG|.info@investor.morrowsoda|i.com. Forward-Looking Statements This press release includes forward-Iooking statements that are subject to risks, uncertainties and other factors including the risk that the merger contemplated by the merger agreement will be delayed or will not be consummated. SOURCE VPGTP, Inc. «8 2 of 2 2/9/2022, 9:57 PM