Stipulation and Order

Cal. Super. - 6th Dist.April 1, 2021

21 CV381434 Santa Clara - Civil EFS-lflmagon ATTORNEY 0R PARTY WITHOUT ATTORNEY.- NAME: Daniel J. Mash FIRM NAME: McPharlin Sprinkles & Thomas LLP STREET ADDRESS: 160 W. Santa Clara St., Ste. 625 CITY; San Jose STATE; CA ZIPCODE: 95 1 l3 TELEPHONE No.: (408) 293- 1 900 FAX N04 E-MAIL ADDRESS: dmash@mstpartners.com ATTORNEY FOR (name): McPharlin Sprinkles & Thomas LLP, in Pro Per STATE BAR No.: 123678 FOR COURT USE ONLY on 2/16/2022 12:21 PM Reviewed By: R. Aragon -ase #21 CV381434 SUPERIOR COURT 0F CALIFORNIA, COUNTY OF SANTA CLARA STREET ADDRESS: 191 North First Street MAILING ADDRESS: CITY AND ZIP CODE: San Jose 95] 13 BRANCH NAME: Envelope: 8304630 CASE NUMBER: PLAINTIFF/PETITIONER: McPharlin Sprinkles & Thomas LLP DEFENDANT/RESPONDENT: Vasili Stratton, et a1. OTHER: 21CV381434 JUDICIAL OFFICER: Hon. Drew C. Takaichi PROPOSED ORDER (COVER SHEET) DEPT: 2 order in PDF format are filed. NOTE: This cover sheet is to be used to electronically file and submit to the court a proposed order. The proposed order sent electronically to the court must be in PDF format and must be attached to this cover sheet. In addition, a version of the proposed order in an editable word-processing format must be sent to the court at the same time as this cover sheet and the attached proposed 1. Name of the party submitting the proposed order: MCPharlin Sprinkles & Thomas LLP 2. Title of the proposed order: Stipulation and Order for Release of Escrow Funds 3. The proceeding to which the proposed order relates is: a. Description of proceeding: Stipulation b. Date and time: c. Place: 4. The proposed order was served on the other parties in the case. Daniel J. Mash ’ (TYPE OR PRINT NAME) Form Adopted for Mandatory Use Judicial Council of California EFs-ozo [Rev. February 1, 2017] (Electronic Filing) PROPOSED ORDER (COVER SHEET) (SIGNMTJWE 0F PARTY 0R ATTORNEY) Page 1 of2 Cal. Rules of Court, rules 2.252, 3.1312 www. courts. ca.gov LexisNexis® Automated California Judicial Council Forms EFS-020 CASE NAME: CASE NUMBER: MST V. Stratton et a1. 21CV381434 PROOF OF ELECTRONIC SERVICE PROPOSED ORDER 1. | am at least 18 years old and not a party to this action. 3- My residence or business address is (specify): 160 W. Santa Clara St., Ste. 625 San Jose, CA 951 13 b. My electronic service address is (specify): natalie@mstpartners.com 2_ | electronically served the Proposed Order (Cover Sheet) with a proposed order in PDF format attached, and a proposed order in an editable word-processing format as follows: a. On (name ofperson served) (If the persoq served is an attorney, the party or parties representqd should also be stated): Jason Skaggs on behalf of Katherme Stratton as Trustee of Both Stratton SurV1V0rs Trust A and Stratton Bypass Trust b. To (electronic service address ofperson served): jason@skaggsfaucette.com c. On (date): February 16, 2022 Electronic service of the Proposed Order (Cover Sheet) with the attached proposed order in PDF format and service of the proposed order in an editable word-processing format on additional persons are described in an attachment. | declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Date: February 16, 2022 Natalie P. Alejandro } Nwalw fW (TYPE OR PRINT NAME OF DECLARANT) (SIGNATURE OF DECLARANT) EFS-OZO [Rev. February 1, 2017] PROPOSED ORDER (COVER SHEET) Page 2 of2 (Electronic Filing) LexisNexis® Automated California Judicial Council Forms Attachment Attachment: Proof of Electronic Service Name: Marc L. Shea on behalf of Vasili Stratton Electronic Service Address: mshea@sheamcintyre.com Date: February 16, 2022 \OWNJC’NLl‘I-DUJNw NNNNNNI‘QNNt-Ifl-nu-LJ-Ln-h-Ip-nflh‘ OO‘JC‘th-hwwflowmflmmbwwb‘o DANIEL J. MASH, STATE BAR #123678 McPI-LARLIN SPRINKLES & THOMAS LLP 160 W. Santa Clara St, Ste. 625 San Jose, California 951 13 Telephone: (408) 293-1900 Facsimile: (408) 709-5409 dmash@mstpa1'tners.com In Pro Per SUPERIOR COURT OF CALIFORNIA COUNTY OF SANTA CLARA MCPHARLIN SPRINKLES AND THOMAS ) Case No.: 21CV381434 LLP, ) STIPULATION AND ORDER FORPlaintiff, RELEASE OF ESCROW FUNDS V. VASILI STRATTON, an individual; KATHERINE STRATTON AS TRUSTEE OF STRATTON SURVIVORS TRUST A; KATHERINE STRATTON AS TRUSTEE OF THE STRATTON BYPASS TRUST; THALIA STRATTON AS TRUSTEE OF THE STRATTON GRANDCHILDREN’S TRUST; SAMOS ENTERPRISES, LLC, a California limited liability company; and DOES 1 through 25, inclusive, Defendants. Vvvvvvvvvvvvvvvv IT IS HEREBY STIPULATED by and between Vasili Stratton (“VS”), Katherine Stratton as Trustee 0f Stratton Survivors Trust A (“KSST”) and Katherine Stratton as Trustee 0f the Stratton Bypass Trust (“KSBT”), through their respective attorneys 0f record, that a portion of the escrow funds in the amount 0f $2,200,000.00 currently being held in the client trust account ochPharliu Sprinkles & Thomas LLP ( “Released Funds”) be released t0 KSST and KSBT as provided below, upon the court’s execution and filing 0f this Stipulation and Order. RECITALS Filed February 28, 2022 County of Santa Clara Superior Court of CA Clerk of the Court 21CV381434 By: rburciaga Signed: 2/28/2022 09:00 AM KOOONJONU‘I-bwl‘d- NNNNNNNNN-h-meu-tp-tu-tr-‘H OONJCNLh-bWNHOoOUNIQM-WWNHD Whereas, 0n 0r about August 9, 2004, Samos Enterprises, LLC (“Company”) filed Articles 0f Organization With the California Secretary 0f State. Whereas, in or about October of 20} 8 VS, KSST, KSBT and Thalia Stratton as a Trustee 0f the Stratton Grandchildren’s Trust (hereinafter “TSGT”) reached an agreement wherein KSST, KSBT and TSGT agreed to transfer all 0f their respective membership interests in the Company, totaling seventy-five percent (75%) (“Mem bership Interests”) t0 VS in exchange for a payment ofThree-Million Dollars ($3,000,000.00) (the “Transacti0n”). Whereas, in 0r about October 0f201 8, VS, KSST, KSBT and TSGT approached Daniel J. Mash, a partner in McPharlin Sprinkles and Thomas LLP, (collectively “‘MST”) and requested that he prepare an agreement to facilitate the Transaction and to act as the escrow agent for the Transaction. Whereas, MST did prepare a Limited Liability Company Membership Purchase Agreement (the “Agreement”) and agreed t0 be the escrow agent for the Transaction and 0n October 26, 2018, VS, KSST, KSBT and TSGT signed the Agreement. Whereas, pursuant to the Agreement, VS tendered an initial deposit to MST in the amount 0f $200,000.00, which MST deposited into its client trust account. Thereafier, pursuant t0 the Agreement 0n April 26, 2019, MST received the balance 0fthe purchase funds 0n behalfofVS in the amount 0f $2,800,000.00 which it also deposited into its client trust account. Therefore, as oi April 26, 2019, MST had received $3,000,000.00 0n behalf 0f VS t0 fund the Transaction (the “Purchase Funds”). Whereas, pursuant t0 the parties” instructions and agreement, 0n May 1, 2019, payments were issued from the MST client trust account t0 KSST, KSBT and TSGT. However, thereafier KSST, KSBT through her legal counsel, and TSGT through her legal counsel, each advised MST they would not accept the payments, and each returned the Purchase Funds. MST retains the Purchase Funds in its client trust account. Whereas, 0n June 11, 2019, KSST and KSBT filed an action in Santa Clara County Superior Court under Case No. 19CV349730 seeking rescission 0r other relief based onto the Transaction (the “Action”). ‘000NJO\KII#UJI\J*-‘ NNNNNNNNN-au-Iu-AH.-t-n-n-L~m OofloLh-PWNHowmflCNU'I-bU-‘Nflo Whereas, on March 15, 202] , attorney Jason M. Skaggs 0n behalfofKSST and KSBT sent a written instruction t0 Danie] J. Mash t0 reissue a portion 0f the Purchase funds t0 KSST and KSBT, no later than March 22, 2021. The letter was also sent t0 VS’s attorney Mr. Arellanez. Whereas, 0n March 22, 202], Danie] J. Mash notified Mr. Skaggs and Mr. Arellanez in writing that he had 110w received conflicting and uncertain instructions from the parties and was obligated t0 interplead the conflicting claims and Purchase Funds with the court. Whereas, on April 1, 2021, MST filed an interpleader action in Santa Clara County Superior Court under action number 21CV381434 in order t0 interplead the Purchase Funds with the Santa Clara County Superior Court (the “Interpleader”). Whereas, 0n 0r about January 27, 2022, VS, KSST, and KSBT reached a settlement agreement, under which KSST and KSBT agreed t0 dismiss the Action, and VS, KSST and KSBT agreed to resolve the Interpleader between themselves by having the $2,200,000 that VS agreed t0 pay t0 KSST and KSTB for her interests in the Company transferred t0 KSST and KSBT. Whereas, the dismissal 0f the Action filed by KSST and KSBT was entered by the Court 0n February 1, 2022; NOW THEREFORE, VS, KSST, KSBT, and MST (collectively, the “Parties”) stipulate as follows: STIPULATION IT IS HEREBY STIPULATED by and between the Parties hereto, through their respective attorneys 0f record, that MST shall release and distribute the Released Funds in the amount 0f $2,200,000.00 0fthe Purchase Funds t0 KSST and KSBT’S by (1) causing a check for $1,650,000 t0 be issued to Katherine Stratton, as Trustee 0f Stratton Survivors Trust A; and (2) causing a check for $550,000 t0 be issued t0 Katherine Stratton as Trustee 0f the Stratton Bypass Trust, upon the court’s execution and filing 0f this stipulated order. Upon the issuance 0f these checks, MST shall mail the checks t0 Katherine Stratton at 18301 Twin Creeks Road, Monte Sereno, CA 95030 by registered mail. 26 28 IT [S HEREBY FURTHER S'I‘IPULATED. by 21nd between the Panies tn lhis Stipulation. and their respective attorneys, that MST will dismiss the Interpleader as against KSST and KSBT onIy with prejudice. each party to bear its 0r his own costs and attorney‘s fees. 1T IS HEREBY FURTHER STIPULATED, by and between the Parties to this Stipulation, and their respective attorneys. that, except as provided above, this Stipulation and/‘or the transfer ofthe Released Funds to KSST and KSBT. as set forth above, be specifically withou prejudice to the position or interest ofany party 01' parties in the Santa Clara County Superior Court Case N035 2] CV38I434, 21 PR1 89994 or 2IPRI 90229 and that MST shall retain the balance 01’ the Purchase Funds in the amount of $800,000.00 for the benefit of VS and TSGT in its client trust account pending an agreement of the panics t0 those litigations or further order 0f the court. Dated: 22 //.:/:> j. Dated: g;//[2fld)‘ Dated: 1"’17 Ska T rs-I aucett [I P Shea & Mclnt Ire A PC Bv 977MW Marc L. Shea. Attomeys tor.VS Mcl’harlin S r' , ‘1 LLB By: aniel J. Mash Attbrncys forMST O©W\JO\UI-bw[\.)t- NNNNNMNNNr-r-twv-tn-Au-nu-na-nt-Au-A OOQOxM-RWN#OKDOO\IO\LJI-bmw)-l w WHEREFORE, good cause has been established, IT IS HEREBY ordered that MST shall release and distribute the Released Funds in the amount 0f $2,200,000.00 t0 KSST and KSBT, upon the Court’s execution and filing 0fthis stipulated order, by mailing the Released Funds t0 Katherine Stratton at 18301 Twin Creeks Road, Monte Sereno, CA 95030 by registered mail. IT IS HEREBY FURTHER ordered, that (except for MST’S agreement t0 dismiss this action against , Katherine Stratton as Trustee 0f Stratton Survivors Trust A and Katherine Stratton as Trustee 0f the Stratton Bypass Trust each party to bear its own costs and attorney’s fees) this order t0 transfer the Released Funds to the above-described client trust account is without prejudice t0 the position or interest ofany party or parties in the Santa Clara County Superior Court Case N035 21CV38 1434, 21PR1 89994 0r 2 1PR190229 and that MST shall retain the balance 0f the Purchase funds in the amount 0f $800,000.00 for the benefit OfVS and TSGT in its client trust account pending an agreement 0f the parties 01‘ further order 0f the court. IT IS SO ORDERED. Dated: Judge 0fthe Superior Court February 16, 2022 Signed: 2/16/2022 07:42 PM