Mid-Wilshire Property, L.P. vs. Dr. Leevil, LLC

Motion in Limine

Cal. Super. - 4th Dist.July 28, 2015

© 0 0 d N o o u r B A O w N D R N O R D N N N D N N N R B F R R E R E E l | | ~ ~ o o U U B A W N F P O V W © N N Oo o U l p W N = O o 28 BURKE, WILLIAMS & SORENSEN, LLP ATTORNEYS AT LAW SANTA ANA Richard J. Reynolds (SBN 89911) E-mail: rreynolds@ bwslaw.com Mark J. Mulkerin (SBN 166361) E-mail: mmulkerin@ bwslaw.com Fabio R. Cabezas (SBN 131998) E-mail: fcabezas@ bwslaw.com BURKE, WILLIAMS & SORENSEN, LLP 1851 East First Street, Suite 1550 SantaAna, CA 92705-4067 Tel: 949.863.3363 Fax: 949.863.3350 Attorneys for Defendant, Cross-D efendant, and Cross-Complainant, LIDO HOLDING COMPANY, LLC and Cross-Complainant and Cross-D efendant, SPECIAL DEFAULT SERVICES, INC. (named herein as Roe 1) SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF ORANGE MID-WILSHIRE PROPERTY, L.P., a California Limited Partnership; M ID- WILSHIRE HEALTH CARE CENTER, a California Corporation, Plaintiffs, V. DR.LEEVIL, LLC, a California Limited Liability Company; LIDO HOLDING COMPANY, LLC, aCalifornia Limited liability Company; and DOES 1 through 50, inclusive, Defendants. AND CROSS-RELATED ACTIONS. I I IRV #4826-9529-1465 v2 06952-0002 Case No. 30-2015-00801555-CU-OR-CJC DEFENDANT, CROSS-DEFENDANT, AND CROSS-COMPLAINANT LIDO HOLDING COMPANY, LLC AND CROSS- COMPLAINANT AND CROSS- DEFENDANT, SPECIAL DEFAULT SERVICES, INC. MOTION IN LIMINE 02 - TO EXCLUDE EVIDENCE OF VALUE OF 1051 BRYAN AVENUE IN EXCESS OF $1.65 MILLION; EVIDENCE OF LIDO’S ALLEGED FAILURE TO PAY ADEQUATE VALUE; DECLARATION OF MARKJ. MULKERIN D ate: June 12, 2017 Time: 9:00 a.m. Dept: CX103 Judge: Hon. Ronald L. Bauer Action Filed: July 28, 2015 A mended Complaint Filed: August 31, 2015 Trial Date: June 12, 2017 LIDO MIL 02- EVIDENCE OF VALUE OF 1051 BRYAN AVENUE IN EXCESS OF $1.65MILLION 1 TABLE OF CONTENTS 2 Page 3 L INTRODUCTION ....ooiiiiiiiiiteteectssects ee see see ee estes sae sabe eie ene ee sree ean 1 4 IL. FACTUAL BACKGROUND - MID-WILSHIRE PREVIOUSLY ADMITTED IN ITS BANKRUPTCY ACTION THAT THE TUSTIN PROPERTY WAS WORTH 5 $1.65 MILLION ....couiiiiiiititieeesteestieteetebeste shee ett ee estes ante neens 2 III. ARGUMENT - PLAINTIFFS ARE BOUND BY MID-WILSHIRE’S $1.65 6 MILLION VALUATION .....oiitiiiieeie ectsseteeeesee eee seee sae ea 5 7 A. Mid-Wilshire Is Estopped From Valuing The Tustin Property In Excess Of S165 MILLION...ettereste este eases eee be sees 5 8 B. Plaintiffs’ Alleged Evidence That The Tustin Property Is Worth $10 Million IS SPECUIALIVE ...c.ueiieiiiiiiiececeeeeeee eee eee 7 9 C. The Court Should Exclude Evidence Or Argument That Lido Did Not Pay 10 AdeqUALE ValUC ......eiiiiieiiie ects7 IV. CONCLUSION ....coiitiitiiieeeectseects sete sees ste sate saree tess ee sree sane eaaeennees 8 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 BURKE, WILLIAMS & IRV #4826-9529-1465 v2 -1- SORENSEN, LLP 06952-0002 fron1Lan LIDO MIL 02 - EVIDENCE OF VALUE OF 1051 BRYAN AVENUE IN EXCESS OF $1.65 MILLION A N n n W N 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 BURKE, WILLIAMS & SORENSEN, LLP ATTORNEYS AT LAW SANTA ANA TABLE OF AUTHORITIES Page(s) Federal Cases Hamilton v. State Farm, 270 F.3d 778 (9th Cir. 2001) .......uuvmieiiiiiiiiieieeeeeeeeeee eins5,6 Latin v. Perot Systems Corp., 336 Fed.Appx. 708 (9th Cir. 2009) ......cccceerriiiiniiinniinnieeenieeeriieene 6 New Hampshire v. Maine, 532 U.S. 742 (2001) ..eeeeeurieeeeeieeectsesses ee etve ee eeave eee sarae eee5 State Cases Biancalana v. T.D. Serv. Co., 56 Cal. 4th 807 (2013) ..cccoicreieeeeee ieeeeeeeee ee eee7,8 Conrad v. Bank ofAmerica (1996) 45 Cal.App.4th133...5 International Engine Parts, Inc. v. Feddersen & Co. (1998) 64 Cal.App.4th 345........ccceenen.5,6 Millennium Rock Mortg., Inc. v. T.D. Serv. Co., 179 Cal. App. 4th 804 (2009) .....ccecveevrreirnueennnne. 8 Thomas v. Gordon, 85 Cal. App. 4th 113 (2000).....cceiiiitiiiie ectseeeeee6 Federal Statutes LT USICL§ S2L()(1)cuitssree eeeeeesees sreeeeesees6 LB ULS.CL § I52eeeeeeeee eee sree eee eae see sees sheets eae ee3 LB ULS.CL § B57ceeeeeeee sree eae eee ee sees sateeneee3 State Statutes EVId. Code § 350...eeeeeeeee sree sree eae eee sees2 EVI. Code § 352...eeeeeeeeeeee see eeeeeesees2 IRV #4826-9529-1465 v2 -i - 06952-0002 LIDO MIL 02 - EVIDENCE OF VALUE OF 1051 BRYAN AVENUE IN EXCESS OF $1.65 MILLION A N n n W N 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 BURKE, WILLIAMS & SORENSEN, LLP ATTORNEYS AT LAW SANTA ANA I. INTRODUCTION Defendant, Cross-Defendant, and Cross-Complainant, Lido Holding Company, LLC (“Lido”) and Cross-Complainant and Cross-Defendant, Special Default Services, Inc. (collectively “Defendants”) move the Court for an order directed at Plaintiffs Mid-Wilshire Property, L.P and Mid-Wilshire Health Care Center (collectively “Plaintiffs”), their attorneys, and any witnesses that the following matter not be referred to at trial: (1) Any evidence or argument that the Tustin Property holds a value in excess of $1.65 million, including but not limited to Plaintiff’s argumentthat the Tustin Property is worth $10 million. 2) Any evidence or argument that the Tustin Property was worth $3,960,000 in July of 2015 and $4,950,000 at present based upon Mr. Stahler’s Broker’s Opinion of Value unsupported by identified comparable values which Mr. Stahler admitted was in the nature of a seller’s asking price. 3) Any evidence or argument that Lido, Rande Johnsen, and/or RTED America, LLC did not pay adequate value for the Tustin Property. (FAC 447) Plaintiffs have repeatedly claimed throughout thislitigation that the subject Tustin Property at issue in this litigation was purportedly worth $10,000,000 but was only sold for $1,010,000 at the foreclosure sale. However, Mid-Wilshire, L.P. repeatedly represented and admitted in its Chapter 11 bankruptcy under penalty of perjury that the Tustin Property was valued at $1.65 million. The $1.65 million figure, which is substantiated by the appraisal Mid- Wilshire submitted for its bankruptcy action, is thus the established value of the property. Plaintiffs cannot now revoke their $1.65 million assessment that they represented under penalty of perjury to the Bankruptcy Court and their creditors. The law forbids the inconsistent positions now taken by Plaintiffs. Plaintiffs are estopped from asserting and/or have waived their defense that the Tustin Propertyis valued over $1.65 million. Further, Plaintiffs cannot establish that Lido’s purchase of the property was grossly inadequate. By purchasing the property for $1.01 million with active bidding at the foreclosure auction, Lido paid adequate value for the Tustin Property, which represented more than 60% of Plaintiffs’ valuation of the property. IRV #4826-9529-1465 v2 -1- 06952-0002 LIDO MIL 02 - EVIDENCE OF VALUE OF 1051 BRYAN AVENUE IN EXCESS OF $1.65 MILLION A N n n W N 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 BURKE, WILLIAMS & SORENSEN, LLP ATTORNEYS AT LAW SANTA ANA The proposed evidence and argument to be excluded are irrelevant, without foundation, would result in needless delay, and cause unfair prejudice to Defendants under Evidence Code Sections 350 and 352. II. FACTUAL BACKGROUND - MID-WILSHIRE PREVIOUSLY ADMITTED IN ITS BANKRUPTCY ACTION THAT THE TUSTIN PROPERTY WAS WORTH $1.65 MILLION Mid-Wilshire represented on multiple occasions in its Chapter 11 bankruptcy action that the Tustin Property was worth $1.65 million." In its Schedule A filed on October 10, 2014, Mid- Wilshire listed all ofits real property and their values, identifying the Tustin Property as one of its three real properties and representing its value as $1.65 million: fo z DESCRIPTION AND 3 E CURRENT VALUE LOCATION OF NATURE OF DEBTOR'S 2S OF DEBTOR'S PROPERTY INTEREST IN PROPERTY EZ INTEREST IN ZZ PROPERTY, WITHOUT =8 DEDUCTING ANY zx SECURED CLAIM = OR EXEMPTION = = 676 S. Bonnie Brae St. Owner 6,340,000.00 Los Angeles, CA 90057 363 Gilbert Ave. Owner 3,675,000.00 San Bernardino, CA 92404 1051 Bryan Ave. Owner 1,650,000.00 Tustin, CA 92780 [Exh. A to Mulkerin Decl.; Trial Exh. 46, p.4] In Re Mid-Wilshire, LP; Westlake Village Property, LP, United States Bankruptcy Court, Central District of California, Northern Division, Case No. 9:14-bk-11960 DS; 9:14-bk-11980 DS (jointly administered). IRV #4826-9529-1465 v2 _2- 06952-0002 LIDO MIL 02 - EVIDENCE OF VALUE OF 1051 BRYAN AVENUE IN EXCESS OF $1.65 MILLION A N n n W N 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 BURKE, WILLIAMS & SORENSEN, LLP ATTORNEYS AT LAW SANTA ANA Mid-Wilshire’s Managing Partner, Jeoung Lee (aka Joan Lee), signed the Schedule A, declaring under penalty of perjury and under threat of a fine up to $500,000 or imprisonment [18 U.S.C. §§152 and 3571] that the statements in Schedule A were true and correct: DECLARATION UNDER PENALTY OF PERJURY ON BEHALF OF A CORPORATION OR PARTNERSHIP I, the Managing Partner [the president or other officer or an authorized agent ofthe corporation or a member or an authorized agent of the partnership J of the Limited Partnership [corporation or partnership) named as debtor in this case, declare under penalty of perjury that | have read the foregoing summaryand schedules, consisting of14 shects (Total shown on summary page plus 1), and that they are true and correctto the best of my knowledge, information, and belief. Dac 10/10/14 Signature: /S/ Jeoung Lee (aka Joan Lee) Jeoung Lee (aka Joan Lee) [Print or type name of individualsigning on behalf of debtor] [An individual signing on behalfofa partnership or corporation mustindicate position or relationship to debtor. | Penaltyfor making afalse statement or concealing property: Fine of up to $500,000 or imprisonment for up to § years or both, 18 U.S.C. §§ 152 and 3571. [Exh. A to Mulkerin Decl.; Trial Exh. 46, p. 17] Mid-Wilshire supported its $1.65 million valuation in the bankruptcy action through an appraisal conducted by Jean-Pierre LoMonoco, MAI of Valuation & Information Group, who stated this projected value for the Tustin Property as of July 16, 2014. [Exh. C to Mulkerin Decl.; Trial Exh. 48] Jeoung Lee (aka Joan Lee) signed a declaration in the bankruptcy action, attaching the appraisal report to support its $1.65 valuation. [Exh. B to Mulkerin Decl.; Trial Exh. 47, p. 2] Plaintiffs’ bankruptcy counsel, Leslie Ann Cohen, confirmed in her deposition, taken on April 4, 2017, that Mid-Wilshire placed a value of $1.65 on the property: Q: Can you tell me what value did Mid-Wilshire Property, LP place on its Tustin property as of October 10, 2014? A: The Bryan Avenue property? Q: Yes. A: It looks like $1.65 million. Q: So is it fair to say that Mid-Wilshire Property, LP represented to the Bankruptcy Court in October of 2014 that the value of the property located at 1051 Bryan Avenue in Tustin was $1,650,000? A. It looks that way to me. [Exh. E to Mulkerin Decl.; Cohen Depo., 83:4-14] On April 6, 2015, Mid-Wilshire filed its Disclosure Statement and Chapter 11 Plan, wherein it provided updated values for its properties. [Exh. D to Mulkerin Decl.; Trial Exh. 97] IRV #4826-9529-1465 v2 -3- 06952-0002 LIDO MIL 02 - EVIDENCE OF VALUE OF 1051 BRYAN AVENUE IN EXCESS OF $1.65 MILLION A N n n W N 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 BURKE, WILLIAMS & SORENSEN, LLP ATTORNEYS AT LAW SANTA ANA Mid-Wilshire represented that the Tustin Property was still worth $1.65 million: Real Property Value (amended schedules) Value (updated) Bonnie Brae Ss 6,340,000.00 S$ 5,000,000.00 Bryan iS) 1,650,000.00 S$ 1,650,000.00 Total Real Property S 7,990,000.00 S$ 6,650,000.00 [Exh. D to Mulkerin Decl.; Trial Exh. 97, p. 28] Mid-Wilshire never even disclosed that it was interested in selling the Tustin Property, claiming instead that the only income that would inure to the Estate from the Tustin Property was the rental income. [Exh. D to Mulkerin Decl.; Trial Exh. 97, p. 37 (“As previously stated, Plan payments will come from the continued operation of the Debtors’ rental properties, sale or refinance of the Bonnie Brae Property, and any recovery from foreclosure payments already made to Leevil”). Jeoung Lee again declared, under penalty of perjury, that all the information in the Disclosure was true and accurate. [Exh. D to Mulkerin Decl.; Trial Exh. 97, p. 55] Notwithstanding the fact that Plaintiffs repeatedly represented to the bankruptcy court and their creditors that the Tustin Property was worth $1.65 million, they now speculate that the property was worth $10 million based on a claimed offer in June 2015 to purchase the property from Solid Landings Behavioral Health, Inc. and Sure Haven, Inc. (collectively, “Solid Landings”). Solid Landings, a drug and alcohol treatment provider, expressed interest in purchasing the Tustin Property, but the proposed deal fell through because Solid Landings could not arrange financing, could not secure an investor, and the City of Tustin was not “mov[ing]” on the Conditional Use Permit that Solid Landings would need to operate its residential facility/boarding house on the property. [Exh. F to Mulkerin Decl., Mark Shandrow deposition, p. 41:2-18] Solid Landings decided not to purchase the property and withdrew its offer prior to even being aware of any foreclosure proceedings. [Id.] Despite the fact that Mid-Wilshire was purportedly aware that a buyer was interested in purchasing the Tustin Property for $10 million, Mid-Wilshire never amended its bankruptcy schedule to disclose this higher purported value. On July 22, 2015, at the Orange Civic Center the Tustin Property was sold at public IRV #4826-9529-1465 v2 -4 - 06952-0002 LIDO MIL 02 - EVIDENCE OF VALUE OF 1051 BRYAN AVENUE IN EXCESS OF $1.65 MILLION A N n n W N 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 BURKE, WILLIAMS & SORENSEN, LLP ATTORNEYS AT LAW SANTA ANA auction for over a $1 million. Johnsen on behalf of RTED America, LLC (“RTED”) or assignee was the winning bidderat the foreclosure sale for $1,010,000. III. ARGUMENT - PLAINTIFFS ARE BOUND BY MID-WILSHIRE'’S $1.65 MILLION VALUATION A. Mid-Wilshire Is Estopped From Valuing The Tustin Property In Excess Of $1.65 Million Mid-Wilshire is estopped and/or has waived any argument that the Tustin Property has a value exceeding $1.65 million - i.e. $10 million - due to its prior admissions during the bankruptcy action. Additionally, Plaintiff's expert Stahler is estopped from providing a selling broker’s opinion of value of $3,960,000 as of July 2015 given the multiple express representations of value by a bankruptcy debtor in possession in the bankruptcy court, not to mention the lack of identifiable comparable values at the time of his expert deposition. Judicial estoppel precludes a party from gaining an unfair advantage by taking a position in one action and later taking an inconsistent position in a second action. This doctrine protects the “orderly administration of justice and regard for the dignity of judicial proceedings, and ... against a litigant playing fast and loose with the courts.” Hamilton v. State Farm, 270 F.3d 778, 782 (9th Cir. 2001); International Engine Parts, Inc. v. Feddersen & Co. (1998) 64 Cal.App.4th 345, 350. The application of judicial estoppel in the context of bankruptcy reorganization not only preserves the integrity of the bankruptcy process, but also protects the rights of creditors, who may rely on the value of assets listed in the debtor's schedules during the reorganization process. See, e.g., Conrad v. Bank ofAmerica (1996) 45 Cal.App.4th 133, 152 (emphasizing debtor should be estopped to assert claims undisclosed in reorganization because “reliance by creditors is the whole point of the disclosures required in a reorganization proceeding, and disclosure has been described as the central concept in a reorganization procedure. [fn. omitted] ‘The importance of full disclosure is underlaid by the reliance placed upon the disclosure statement by the creditors and the court....” [Citation.]”] ) Id. Non-exhaustive factors to consider include whethera litigant (1) took clearly inconsistent positions, (2) obtained success in the first action, and (3) gained an unfair advantage or caused an unfair detriment in doing so. New IRV #4826-9529-1465 v2 -5- 06952-0002 LIDO MIL 02 - EVIDENCE OF VALUE OF 1051 BRYAN AVENUE IN EXCESS OF $1.65 MILLION A N n n W N 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 BURKE, WILLIAMS & SORENSEN, LLP ATTORNEYS AT LAW SANTA ANA Hampshire v. Maine, 532 U.S. 742, 750-51 (2001). A bankruptcy debtor is required to file a schedule of assets and liabilities -- including contingent and unliquidated claims of any nature; a schedule of current income and expenditures; and a statement of the debtor's financial affairs. 11 U.S.C. § 521(a)(1). This obligation to disclose requires the debtor to amend his schedules whenever it becomes necessary in order to insure their accuracy and reliability, because the creditors and the bankruptcy court base their actions on the information contained therein. Hamilton v. State Farm Fire & Cas. Co. (9th Cir. 2001) 270 F.3d 778, 784. Indeed,it is a long-standing tenet of bankruptcy law that one seeking the benefits of protection under the Bankruptcy Code has a concomitant duty to disclose all of the debtor's interests, property rights, debts and obligations, without limitation. International Engine Parts, Inc. v. Feddersen & Co., supra, 64 Cal.App.4th at pp. 351-353. Courts have consistently applied judicial estoppel to bar subsequent inconsistent representations. See, e.g. Latin v. Perot Systems Corp., 336 Fed.Appx. 708 (9th Cir. 2009) (judicial estoppel applied to bar a claimant’s lawsuit for disability benefits, when he had failed to affirmatively identify his potential or actual disability claim in his bankruptcy filings); Thomas v. Gordon, 85 Cal. App. 4th 113, 102 Cal. Rptr. 2d 28 (2000) (doctrine of judicial estoppel precluded physician from attempting to establish that she held interest in corporations sufficient to require corporations’ accountant to keep her abreast of their financial affairs, even absent proof of success in her earlier bankruptcy litigation). Here, Mid-Wilshire represented in the bankruptcy action, under penalty of perjury and under threat of imposition of criminal penalties, that the Tustin Property was worth $1.65 million. This is clearly at odds with its position now in thislitigation that the Tustin Property is worth $10 million - a valuation six times greater! Mid-Wilshire received an unfair advantage by deceiving the Bankruptcy Court and its creditors by pursuing its bankruptcy and automatic stay. It even presented an appraisal and declarations in support of its $1.65 million valuation, legitimizing and confirming this figure for the Bankruptcy Court. [See Exh. A to Mulkerin Decl.; Trial Exh. 47] Mid-Wilshire is bound byits previous judicial admissions. All evidence of any valuation in excess of $1.65 million should be excluded. IRV #4826-9529-1465 v2 -6- 06952-0002 LIDO MIL 02 - EVIDENCE OF VALUE OF 1051 BRYAN AVENUE IN EXCESS OF $1.65 MILLION A N n n W N 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 BURKE, WILLIAMS & SORENSEN, LLP ATTORNEYS AT LAW SANTA ANA B. Plaintiffs’ Alleged Evidence That The Tustin Property Is Worth $10 Million Is Speculative Plaintiffs’ claim that the Tustin Property is worth $10 million based on a purported offer from Solid Landings, which never came to fruition, is reckless and speculative. Similarly, Mr. Stahler’s broker’s opinion of value of $3,960,000 based upon unidentified and proprietary comparables, which Mr. Stahler admitted was akin to a seller’s asking price, is reckless and speculative. Solid Landings pulled out of the deal during due diligence as they were unable to secure funding or investors. They also faced difficulty from the City in trying to obtain a Conditional Use Permit to convert the property into a residential sober living facility. The pending foreclosure was not a factor in Solid Landings’ decision to forego the purchase. They didn’t even know about the foreclosure proceedings before their interest waned in the sale. [Exh. F; Mark Shandrow deposition, p. 41:13-18] C. The Court Should Exclude Evidence Or Argument That Lido Did Not Pay Adequate Value Plaintiffs allege that the foreclosure sale should be aside because Lido did not pay adequate value for the Tustin Property. First, this is not the standard. A debtor cannot unwind a foreclosure sale (especially one they failed to stop) simply arguing that the purchase price was “inadequate.” Plaintiffs must prove the price was grossly inadequate in addition to establishing a prejudicial procedural irregularity, unfairness, and tender. As stated in Biancalana v. T.D. Serv. Co., 56 Cal. 4th 807, 820, 300 P.3d 518, 526 (2013), where the trustee soughtto set aside the sale prior to the delivery of the deed based on its mistake in submitting the wrong opening bid to the auctioneer, the California Supreme Court held: “[The] trustee cannot set aside a sale simply because the beneficiary is unhappy with the purchase price. In addition to an irregularity in the sale process, the price must be grossly inadequate before the trustee has discretion to void the sale.” Id. at 820. Not only do Plaintiffs fail to establish a procedural irregularity, unfairness, and tender (which are the subjects of Defendants’ Motions in Limine Nos. 3 & 5), but the purchase price for the Tustin Property for over $1 million was not grossly inadequate. Rande Johnsen purchased the IRV #4826-9529-1465 v2 -7 - 06952-0002 LIDO MIL 02 - EVIDENCE OF VALUE OF 1051 BRYAN AVENUE IN EXCESS OF $1.65 MILLION A N n n W N 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 BURKE, WILLIAMS & SORENSEN, LLP ATTORNEYS AT LAW SANTA ANA Property at the foreclosure sale for $1,010,000 after an active bidding process. Johnsen’s successful bid provides far sufficient value for the Tustin Property, which Plaintiffs have established and repeatedly represented was $1.65 million. Plaintiffs’ complaint of an “inadequate” sale price is inconsistent with their prior representations and belies the facts. The Tustin Property was sold for over 60% of the value Plaintiffs ascribed to the property. Courts that have ruled on grossly inadequate sale prices involve purchase prices that are far below the property valuation (e.g. 10%, 14%), not the 60%+ at issue in Plaintiffs’ case. See, e.g. Biancalana v. T.D. Serv. Co., 56 Cal. 4th 807, 815, 300 P.3d 518, 522 (2013) (gross inadequacy of price where accepted bid of $21,896 was less than 10 percent of the opening bid of $219,105 that the beneficiary had submitted to the trustee); Millennium Rock Mortg., Inc. v. T.D. Serv. Co., 179 Cal. App. 4th 804, 811 (2009), as modified on denial of reh'g (Dec. 17, 2009), order vacated (Dec. 22, 2009), as modified on denial of reh'g (Dec. 22, 2009) (sale set aside where the property sold for one-seventh of the amount that should have been set as the opening bid due to auctioneer’s mistake). The purchase sale price of the Tustin Property is not grossly inadequate. Plaintiffs should be precluded from arguing that Lido did not pay adequate value for the Tustin Property. IV. CONCLUSION Based on the foregoing, Defendants respectfully request that the Court issue an order excluding: (1) Any evidence or argument that the Tustin Property holds a value in excess of $1.65 million, including but not limited to Plaintiff’s argumentthat the Tustin Property is worth $10 million. 2) Any evidence or argument that the Tustin Property was worth $3,960,000 in July of 2015 and $4,950,000 at present based upon Mr. Stahler’s Broker’s Opinion of Value unsupported by identified comparable values which Mr. Stahler admitted was in the nature of a seller’s asking price. 3) Any evidence or argument that Lido, Rande Johnsen, and/or RTED America, LLC did not pay adequate value for the Tustin Property. (FAC 447) IRV #4826-9529-1465 v2 -8- 06952-0002 LIDO MIL 02 - EVIDENCE OF VALUE OF 1051 BRYAN AVENUE IN EXCESS OF $1.65 MILLION 10 11 12 13 14 15 16 17 18 19 20 21 2 23 24 25 26 27 28 BURKE, WILLIAMS & SORENSEN, LLP ATTORNEYS AT Law SanTA ANA This evidence should be excluded under Evidence Code sections 350 and 352 asit is irrelevant, lacking in probative value, necessitates an undue consumption oftime, or creates a substantial danger of undue prejudice or confusing the issues. Dated: June 7, 201717 BURKE, WILLIAMS & SORENSEN, LLP ry,a Mark J. Mulkerip” Fabio R. Tukey” Attorneys for Defendant, Cross-Defendant, and Cross-Complainant, LIDO HOLDING COMPANY, LLC and Cross-Complainant and Cross-Defendant, SPECIAL DEFAULT SERVICES, INC. IRV #4826-9529-1465 v2 -9. 06952-0002 LIDO MIL 02 - EVIDENCE OF VALUE OF 1051 BRYAN AVENUE IN EXCESS OF $1.65 MILLION A N n n W N 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 BURKE, WILLIAMS & SORENSEN, LLP ATTORNEYS AT LAW SANTA ANA DECLARATION OF MARK J. MULKERIN I, MARK J. MULKERIN, declare: I. I am an attorney duly licensed to practice law before all the Courts of the State of California, and am a partner with Burke, Williams & Sorensen, LLP attorneys of record for Defendant, Cross-Defendant, and Cross-Complainant, LIDO HOLDING COMPANY, LLC (“Lido”) and Cross-Complainant and Cross-Defendant, Special Default Services, Inc. (“SDS”) in the above-described action. The following facts are personally known to me, and I have first- hand knowledge of the same, or are matters of which the court may take judicial notice. If called as a witness, I could and would competently testify thereto under oath. 2. My declaration is in support of Lido’s and SDS’s Motion in Limine 04 to exclude Evidence of Value of 1051 Bryan Avenue in Excess of $1.65 Million and/or Evidence of Lido’s Alleged Failure to Pay Adequate Value. 3. Attached hereto as Exhibit A are the relevant excerpts of Trial Exhibit 46, Mid Wilshire’s October 10, 2014 Electronic Filing Declaration of Summary of Schedules,filed in the United States Bankruptcy Court case In Re Mid-Wilshire, LP; Westlake Village Property, LP, United States Bankruptcy Court, Central District of California, Northern Division, Case No. 9:14- bk-11960 DS; 9:14-bk-11980 DS (jointly administered). 4. Attached hereto as Exhibit B are the relevant excerpts of Trial Exhibit 47, the October 14, 2014 Declaration of Jeoung Lee In Support of Debtors’ Opposition to Motion for Relief from Stay, filed in the United States Bankruptcy Court case In Re Mid-Wilshire, LP; Westlake Village Property, LP, United States Bankruptcy Court, Central District of California, Northern Division, Case No. 9:14-bk-11960 DS; 9:14-bk-11980 DS (jointly administered). 5. Attached hereto as Exhibit C are the relevant excerpts of Trial Exhibit 48, the Valuation and Information Group Appraisal of 1051 Bryan Avenue, Tustin, California, filed as an exhibit to the October 14, 2014 Declaration of Jeoung Lee In Support of Debtors’ Opposition to Motion for Relief from Stay, filed in the United States Bankruptcy Court case In Re Mid- Wilshire, LP; Westlake Village Property, LP, United States Bankruptcy Court, Central District of IRV #4826-9529-1465 v2 -10 - 06952-0002 LIDO MIL 02 - EVIDENCE OF VALUE OF 1051 BRYAN AVENUE IN EXCESS OF $1.65 MILLION \O oo ~ a N w n + w o \ ] - D N D N N N N N N N m m e k e m e m p m e m e m e e ~ ] a N W n A W w N o - o o \ O o o ~ a N W n A w \ ] p - O 28 BURKE, WILLIAMS & SORENSEN, LLP ATTORNEYS AT Law SANTA ANA California, Northern Division, Case No. 9:14-bk-11960 DS; 9:14-bk-11980 DS (jointly administered). 6. Attached hereto as Exhibit D are the relevant excerpts of Trial Exhibit 97, the April 6, 2015 Disclosure Statement and Chapter 11 Plan of Jointly Administered Debtors, filed in the United States Bankruptcy Court case In Re Mid-Wilshire, LP; Westlake Village Property, LP, United States Bankruptcy Court, Central District of California, Northern Division, Case No. 9:14- bk-11960 DS; 9:14-bk-11980 DS (jointly administered). 7. Attached hereto as Exhibit E are the relevant excerpts of the deposition of Leslie Ann Cohen, taken on April 4, 2017. 5. Attached hereto as Exhibit F are the relevant excerpts of the deposition of Mark Shandrow,as the Person Most Knowledgeable Deposition Of Solid Landings Behavioral Health, Inc. and Sure Haven, Inc., taken on January 17, 2017. I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Executed on June 7, 2017 at Santa Ana, California 2 Isl4(/ 4 MARK J. MULKERIN4 TRV #4826-9529-1465 v2 11 - 06952-0002 LIDO MIL 02 - EVIDENCE OF VALUE OF 1051 BRYAN AVENUE IN EXCESS OF $1.65 MILLION EXHIBIT A EXHIBIT A 046-01 ph:Sob 1TORSNDoTs20 Caifiletl«t6/18| EvReredTIGA18:18:03 Desc Leslie A. Cohen (SBN 93698) Main Document Page 1 of 33 LESLIE COHEN LAW, PC 506 Santa Monica Blvd., Suite 200 Santa Monica, CA 90401 Telephone: 310.394-5900 Facsimile: 310.394.9280 X Attorney for: Mid-Wilshire Property, LP UNITED STATES BANKRUPTCY COURT CENTRAL DISTRICT OF CALIFORNIA In re: CASE NO.: 9:14-bk-11960-DS Mid-Wilshire Property, LP CHAPTER: 11 Debtor(s). |apv. NO.: ELECTRONIC FILING DECLARATION (CORPORATION/PARTNERSHIP) BJ Petition, statement of affairs, schedules orlists Date Filed: 10/10/14 [J Amendments to the petition, statement of affairs, schedules orlists Date Filed: [J other: Date Filed: PART | - DECLARATION OF AUTHORIZED SIGNATORY OF DEBTOR OR OTHER PARTY 1, the undersigned, hereby declare under penalty of perjury that (1) | have been authorized by the Debtor or other party on whose behalf the above-referenced documentis being filed (Filing Party) to sign and to file, on behalf of the Filing Party, the above-referenced documentbeing filed electronically (Filed Document); (2) | have read and understand the Filed Document; (3) the information provided in the Filed Documentis true, correct and complete; (4) the “/s/,” followed by my name, on the signature lines for the Filing Party in the Filed Document serves as my signature on behalf of the Filing Party and denotes the making of such declarations, requests, statements, verifications and certifications by me and by the Filing Party to the same extent and effect as my actual signature on such signature lines; (5) | have actually signed a true and correct hard copy of the Filed Documentin such places on behalf of the Filing Party and provided the executed hard copy of the Filed Documentto the Filing Party's attorney; and (6) I, on behalf of the Filing Party, have authorized the Filing Party's attomeyto file the electronic version of the Filed Document and this Declaration with the United States Bankruptcy Court for the Central District of Califomia. QeTE 10/10/14 ~-8ignature ofAuthorized Signatory of Filing Party Date Jeoung Lee aka Joan Lee Printed Name ofAuthorized Signatory of Filing Party Managing Partner Title of Authorized Signatory of Filing Party PART ll - DECLARATION OF ATTORNEY FOR FILING PARTY |, the undersigned Attorney for the Filing Party, hereby declare under penalty of perjury that. (1) the “/s/,” followed by my name, on the signature lines for the Attorney for the Filing Party in the Filed Document serves as my signature and denotes the making of such declarations, requests, statements,verifications and certificationsto the same extent and effect as my actual signature on such signature lines; (2) an authorized signatory of the Filing Party signed the Declaration ofAuthorized Signatory ofDebtoror OtherParty before | electronically submitted the Filed Document for filing with the United States Bankruptcy Court for the Central District of Califomia; (3) 1 have actually signed a true and correct hard copy of the Filed Document in the locations that are indicated by “/s/,” followed by my name, and have obtained the signature of the authorized signatory of the Filing Party in the locations that are indicated by ‘/s/," followed by the name of the Filing Party's authorized signatory, on the true and correct hard copy of the Filed Document; (4) | shall maintain the executed originals of this Declaration, the Declaration of Authonzed Signatory of Debtor or Other Party, and the Filed Documentfor a period of five years after the closing of the case in which they are filed; and (5) | shall make the executed originals of this Declaration, the Declaration ofAuthorized Signatory ofDebtor or Other Party, and the Filed Document available for review upon request of the Court or other parties. [ 10/10/14 Signture ofAttorney for Filing Party Date Leslie A. Cohen Printed Name ofAttorney for Filing Party This form is mandatory by Order of the United States Bankruptcy Court for the Central District of California. November 2006 American LegaiNat, inc. ww. FormsWorkfiow.com “.- FORIDENTIFICATION LEEVIL01213 - AUSONR. SPACK, CSR, 9283 Hi.) wmess..CeDNed 046-02 Case 9:14-bk-11960-DS Doc 70 Filed 10/10/14 Entered 10/10/14 18:18:03 Desc Main Document Page 2 of 33 STATEMENT OF RELATED CASES INFORMATION REQUIRED BY LBR 1015-2 UNITED STATES BANKRUPTCY COURT, CENTRAL DISTRICT OF CALIFORNIA A petition under the Bankruptcy Act of 1898 or the Bankruptcy Reform Act of 1978 has previously been filed by or against the debtor, his/her spouse, his or her current or former domestic partner, an affiliate of the debtor, any copartnership or joint venture of which debtoris or formerly was a general or limited partner, or member, or any corporation of which the debtor is a director,officer, or person in control, as follows: (Set forth the complete number and title of each such of prior proceeding, date filed, nature thereof, the Bankruptcy Judge and court to whom assigned, whetherstill pending and,if not, the disposition thereof. If none, so indicate. Also,list any real property included in Schedule A that wasfiled with any such prior proceeding(s).) Westlake Village Property, LP 9:14-bk-11980-DSfiled 9/9/14 Judge Deborah Saltzman (If petitioneris a partnership orjoint venture) A petition under the Bankruptcy Act of 1898 or the Bankruptcy Reform Act of 1978 has previously been filed by or against the debtor or an affiliate of the debtor, or a general partner in the debtor, a relative of the general partner, general partner of, or person in control of the debtor, partnership in which the debtoris a general partner, general partner of the debtor, or person in control of the debtor as follows: (Set forth the complete number and title of each such prior proceeding, date filed, nature of the proceeding, the Bankruptcy Judge and court to whom assigned, whetherstill pending and, if not, the disposition thereof. If none, so indicate. Also,list any real property included in Schedule A that wasfiled with any such prior proceeding(s).) Westlake Village Property, LP 9:14-bk-11980-DSfiled 9/9/14 Judge Deborah Saltzman (If petitioner is a corporation) A petition under the Bankruptcy Act of 1898 or the Bankruptcy Reform Act of 1978 has previously been filed by or against the debtor, or any ofits affiliates or subsidiaries, a director of the debtor, an officer of the debtor, a person in control of the debtor, a partnership in which the debtor is general partner, a general partner of the debtor, a relative of the general partner,director, officer, or person in control of the debtor, or any persons, firms or corporations owning 20% or more of its voting stock as follows: (Set forth the complete number and title of each such prior proceeding, date filed, nature of proceeding, the Bankruptcy Judge and court to whom assigned, whether still pending, and if not, the disposition thereof. If none, so indicate. Also,list any real property included in Schedule A that was filed with any such prior proceeding(s).) N/A (If petitioneris an individual) A petition under the Bankruptcy Reform Act of 1978, including amendments thereof, has been filed by or against the debtor within the last 180 days: (Set forth the complete number and title of each such prior proceeding, date filed, nature of proceeding, the Bankruptcy Judge and court to whom assigned, whetherstill pending, and if not, the disposition thereof. If none, so indicate. Also, list any real property included in Schedule A that was filed with any such prior proceeding(s).) N/A | declare, under penalty of perjury, that the foregoing is true and correct. "Executed at WestlakeVillage , California /s/ Jeoung Lee aka Joan Lee Signature of Debtor Jeoung Lee aka Joan Lee Date: 10/10/14 Signature of Joint Debtor This form is mandatory. It has been approved for use in the United States Bankruptcy Court for the Central District of California. December 2012 Page 1 F 1015-2.1.STMT.RELATED.CASES LEEVILO1214 Hk. Case 9:14-bk-11960-DS Doc 70 Filed 10/10/14 Entered 10/10/14 18:18:03 B 6 Summary (Official Form 6 - Summary) (12/13) Main Document Page 3 of 33 UNITED STATES BANKRUPTCY COURT Central District of California In re Mid-Wilshire Property, LP Debtor Chapter 11 SUMMARY OF SCHEDULES Case No. 9:14-bk-11960-DS Desc Indicate as to each schedule whetherthat schedule is attached and state the number of pages in each. Report the totals from Schedules A, B,D, E, F, I, and J in the boxes provided. Add the amounts from Schedules A and B to determine the total amount ofthe debtor’s assets. Add the amounts ofall claims from Schedules D, E,and F to determine the total amount ofthe debtor’s liabilities. Individual debtors also must complete the “Statistical Summary of Certain Liabilities and Related Data”if they file a case under chapter 7, 11, or 13. 046-03 LEEVIL01215 HL 2 ATTACHED NAME OF SCHEDULE (YES/NO) NO. OF SHEETS ASSETS LIABILITIES OTHER A - Real Property Y 1] $ 11,665,000.00 B - Personal Property Y 3s 8,127.33 C - Property Claimed as Exempt N N/A D - Creditors Holding Secured Claims Y 3 9,924,370.47 E - Creditors Holding Unsecured Priority Claims Y 3 0.00 (Total of Claims on Schedule E) F - Creditors Holding Unsecured Nonpriority Claims Y 1 0.00 G - Executory Contracts and Unexpired Leases Y 1 H - Codebtors Y 1 I - Current Income of Individual Debtor(s) N N/A J - Current Expenditures of Individual N N/A Debtors(s) TOTAL 13|$ 11,673,127.33 9,924,370.47 American LegalNet, Inc.= @ 9:14-bk- 60-DS Doc 70 Filed 10/10/14 Entered 10/10/14 18:18:03 Desc B6A orefolAid Main Document Page 4 of 33 In re Mid-Wilshire Property, LP, Case No. 9:14-bk-11960-DS Debtor (If known) SCHEDULE A - REAL PROPERTY Exceptas directed below,list all real property in which the debtor has any legal, equitable, or future interest, including ali property owned as a co- tenant, community property, or in which the debtor has a life estate. Include any property in which the debtor holds rights and powers exercisable for the debtor’s own benefit. If the debtor is married, state whether the husband, wife, both, or the marital community own the property by placing an “H,” “W,” “J” or “C”in the column labeled “Husband, Wife, Joint, or Community.” If the debtor holds no interest in real property, write “None” under “ Description and Location of Property.” Do not include interests in executory contracts and unexpired leases on this schedule. List them in Schedule G - Executory Contracts and Unexpired Leases. If an entity claims to have a lien or hold a secured interest in any property,state the amount of the secured claim. See Schedule D. If no entity claims to hold a secured interest in the property, write “None” in the column labeled “Amount of Secured Claim.” If the debtoris an individual or if a joint petition is filed, state the amount of any exemption claimed in the property only in Schedule C - Property Claimed as Exempt. f= z DESCRIPTION AND o E CURRENT VALUE AMOUNT OF LOCATION OF NATURE OF DEBTOR'S 4 = OF DEBTOR'S SECURED PROPERTY INTEREST IN PROPERTY 2 = INTEREST IN CLAIM 2 s PROPERTY, WITHOUT 80 DEDUCTING ANY Zz g SECURED CLAIM oa OR EXEMPTION 3 x 676 S. Bonnie Brae St. Owner 6,340,000.00 4,807,822.00 Los Angeles, CA 90057 363 Gilbert Ave. Owner 3,675,000.00 1,223,552.00 San Bernardino, CA 92404 1051 Bryan Ave. Owner 1,650,000.00 3,892,996.47 (Debt subject to cross- Tustin, CA 92780 collateralization) Total » 11,665,000.00 (Report also on Summary of Schedules.) LEEVIL01216 American LegalNet, inc. www.FormsWorkflow.com L lo A 046-04 046-17 Case 9:14-bk-11960-DS Doc 70 Filed 10/10/14 Entered 10/10/14 18:18:03 Desc B6 Declaration (Official Form 6 - Declaration) 1207) Main Document Page 17 of 33 In re Mid-Wilshire Property, LP , Case No. 9:14-bk-11960-DS Debtor (If known) DECLARATION CONCERNING DEBTOR'S SCHEDULES DECLARATION UNDER PENALTY OF PERJURY BY INDIVIDUAL DEBTOR I declare under penalty of perjury that { have read the foregoing summary and schedules, consisting of sheets, and that they are true and correct to the best of my knowledge, information, and belief. Date Signature Debtor Date Signature (Joint Debtor, if any) [Ifjoint case, both spouses must sign.] DECLARATION AND SIGNATURE OF NON-ATTORNEY BANKRUPTCY PETITION PREPARER(See 11 U.S.C. § 110) [ declare under penalty of perjury that: (1) I am a bankruptcy petition preparer as defined in 11 U.S.C. § 110; (2) I prepared this document for compensation and have provided the debtor with a copyofthis document and the notices and information required under 11 U.S.C. §§ 110(b), 110(h) and 342(b); and, (3) if rules or guidelines have been promulgated pursuant to 11 U.S.C. § 110(h) setting a maximum fee for services chargeable by bankruptcy petition preparers, I have given the debtor notice of the maximum amount before preparing any document forfiling for a debtor or accepting anyfee from the debtor, as required by that section. Printed or Typed Name and Title,if any, Social Security No. of Bankruptcy Petition Preparer (Required by 11 US.C. § 110.) Ifthe bankruptcy petition prepareris not an individual, state the name,title (ifany), address, and social security numberofthe officer, principal, responsible person, or partner who signs this document. Address X Signature of Bankruptcy Petition Preparer Date Names and Social Security numbers ofailother individuals who prepared orassisted in preparing this document, unless the bankruptcy petition prepareris not an individual: Ifmore than one person prepared this document, attach additional signed sheets conforming to the appropriate Official Formfor each person. A bankruptcy petition preparer’failure to comply with the provisions oftitle 1 | and the Federal Rules ofBankrupicy Procedure may result infines or imprisonment or both. 11 U.S.C. § 110: 18 U.S.C. § 156. DECLARATION UNDER PENALTY OF PERJURY ON BEHALF OF A CORPORATION OR PARTNERSHIP I, the Managing Partner [the president or other officer or an authorized agent of the corporation or a member or an authorized agent of the partnership ] of the Limited Partnership [corporation or partnership] named as debtorin this case, declare under penalty of perjury that I have read the foregoing summary and schedules, consisting of14 sheets (Total shown on summary page plus 1), and that they are true and correct to the best of my knowledge, information, and belief. Date 10/10/14 Signature: // Jeoung Lee (aka Joan Lee) Jeoung Lee (aka Joan Lee) [Print or type name of individual signing on behalf of debtor.] [An individual signing on behalfofa partnership or corporation must indicate position or relationship to debtor.] Penaltyfor making afalse statementor concealing property: Fine of up to $500,000 or imprisonment for up to 5 years or both. 18 U.S.C. §§ 152 and 3571. LEEVIL01229 American LegalNet, Inc. www. FormsWorkflow.com Yi. EXHIBIT B EXHIBIT B Case9:14-bk-11960-DS Doc 73 Filed 10/14/14 Entered 10/14/14 16:52:19 Desc Main Document Page 1 of 4 1 Leslie A. Cohen, Esq. (SBN: 93698) leslie@lesliecohenlaw.com 2 Jaime K. Williams, Esq. (SBN 261148) jaime@lesliecohenlaw.com 3 Brian A. Link, Esq. (SBN 275683) brian@lesliecohenlaw.com 4 LESLIE COHEN LAW, PC 506 Santa Monica Blvd., Suite 200 5 Santa Monica, CA 90401 Telephone: (310) 394-5900 6 Facsimile: (310) 394-9280 7 Proposed Attomeys 8 for Debtors in Possession q UNITED STATES BANKRUPTCY COURT CENTRAL DISTRICT OF CALIFORNIA 10 NORTHERN DIVISION 11 ) Case No. 9:14-bk-11960-DS 12 ) Case No. 9:14-bk-11980-DS a Inre ) (Jointly Administered) ) MID-WILSHIRE PROPERTY,LP; ) Chapter 11 14 WESTLAKE VILLAGE PROPERTY, LP ) ) DECLARATION OF JEOUNG LEE (aka JOAN 15 Debtors and ) LEE) IN SUPPORT OF DEBTOR'S OPPOSITION Debtors in Possession ) TO “MOTION FOR (A) RELIEF FROM THE 16 ) AUTOMATIC STAY UNDER 11 U.S.C.§ 362 ) (REAL PROPERTY), and (B) RELIEF FROM 17 } TURNOVER UNDER 11 U.S.C. § 543 BY Check One Or More As Appropriate: ) PREPETITION RECEIVER OR OTHER 18 Affects All Debtors: ) CUSTODIAN” SUBMITTED IN EACH JOINTLY- Affects Mid-Wilshire only: ) ADMINISTERED CASE 19 Affects Westlake Village only: ) ) Hearing Information: 20 Date: October 20, 2014 Time: 10:30 a.m. 21 Courtroom: 202 U.S. Bankruptcy Court 22 415 State Street Santa Barbara, CA 93101 23 24 25 ) 2% HEL. FOR IDENTIFICATION * 27 ALISON R. SPACK, CSR, 8283 - 20 28 WITNESS... i 470 47 047-01 Case 9:14-bk-11960-DS Doc 73 Filed 10/14/14 Entered 10/14/14 16:52:19 Desc WO W © ~ N O& O O r = Ww W N N = R N N D N D N D N D N D N N N N D a ma da m d e d e d w d a d a A a d e a w w N o O g A W N 2, 2 O W N " B A W a o Main Document Page 2 of 4 , Jeoung Lee (aka Joan Lee), declare as follows: 1. | am over 18 years of age. | am a managing partner of Mid-Wilshire Property, LP (“Mid- Wilshire”), and Westlake Village Property LP ("Westlake™ and together with Mid-Wilshire, the “Debtors”), jointly-administered Debtors-in-Possession in the above-captioned chapter 11 bankruptcy cases. | have personal knowledge of the matters set forth below, and if called upon to testify thereto, | could and would do so competently based upon my personal knowledge and/or information and beliefif so stated. 2. | make this declaration in support of the Debtor's Opposition To Dr. Leevil Inc.'s “Motion For(A) Relief From The Automatic Stay Under 11 U.S.C. § 362 (Real Property), And (B) Relief From Tumover Under 11 U.S.C. § 543 By Prepetition Receiver Or Other Custodian” Submitted In Each Jointly-Administered Case (“Opposition”). Where terms below are undefined, they shall have the same meaning as in the Status Report. 3. Mid-Wilshire owns three (3) commercial properties located at the following addresses: a. 676 S. Bonnie Brae St., Los Angeles, CA 90057 (“Bonnie Property’); b. 363 Gilbert Ave., San Bernardino, CA 92404 (“Gilbert Property”); c. 1051 Bryan Ave, Tustin, CA 92780 (“Tustin Property”). 4, Westlake owns one (1) commercial property located at 250 Fairview Road, Westlake Village, CA 91361 (the “Westlake Property”). 5. Attached hereto as Exhibit A is a true and correct copy of the Debtor's most recent appraisal of the Bonnie Property, which values the Bonnie Property at $6,340,000. 6. Attached hereto as Exhibit B is a true and correct copy of the escrow instructions for the pending motion to approve the sale of the Gilbert Property, which values the Gilbert Property at $3,675,000. 7. Attached hereto as Exhibit C is a true and correct copy of the Debtor's most recent appraisal of the Tustin Property, which values the Tustin Property at $1,650,000. 8. Attached hereto as Exhibit D is a true and correct copy of the Debtor's most recent appraisal of the Westlake Property, which values the Westlake Property at $19,330,000. i I i mn H1.Q 047-02 Case 9:14-bk-11960-DS Doc 73 Filed 10/14/14 Entered 10/14/14 16:52:19 Desc Main Document Page 3 of 4 - _ true and correct. Executed this 14th day of October 2014, at Los Angeles, California. - - - ---- emln 7 TC - Jeoung Lee (aka Joan Lee) © © N o s w ND \ \ R N N N N D R N N D N N N M N D = c a a e d = a e m m a e d o e e a 0 ~ N O O a r A W N = , O W o N O O A w N s , O o REPLY 41.3 | declare under penalty of perjury under the laws of the United States of America thatthe foregoing is a 1 -: fe LL Za LE ~~ 047-03 047-04 Case 9:14-bk-11960-DS Doc 73 Filed 10/14/14 Entered 10/14/14 16:52:19 Desc Main Document Page 4 of 4 PROOF OF SERVICE OF DOCUMENT I am over the age of 18 and not a party to this bankruptcy case or adversary proceeding. My business address is: 506 Santa Monica Blvd., Suite 200, Santa Monica, CA 90401 A true and correct copyof the foregoing document entitled (specify): DECLARATION OF JEOUNG LEE (aka JOAN LEE) IN SUPPORT OF DEBTOR'S OPPOSITION TO “MOTION FOR (A) RELIEF FROM THE AUTOMATIC STAY UNDER 11 U.S.C. § 362 (REAL PROPERTY), and (B) RELIEF FROM TURNOVER UNDER 11 U.S.C. § 543 BY PREPETITION RECEIVER OR OTHER CUSTODIAN” SUBMITTED IN EACH JOINTLY-ADMINISTERED CASE will be served or was served (a) on the judge in chambers in the form and manner required by LBR 5005-2(d); and (b) in the mannerstated below: 1. TO BE SERVED BY THE COURT VIA NOTICE OF ELECTRONIC FILING (NEF): Pursuant to controlling General Orders and LBR,the foregoing document will be served by the court via NEF and hyperlink to the document. On (date) 10/14/14 _, | checked the CM/ECF docket forthis bankruptcy case or adversary proceeding and determined that the following persons are on the Electronic Mail Notice List to receive NEF transmission at the email addresses stated below: Leslie A Cohen leslie@lesliecohenlaw.com, jaime@lesliecohenlaw.com;Brian@lesliecohenlaw.com Brian D Fittipaldi brian fittipaldi@usdoj.gov Howard N Madris hmadris@madrislaw.com J. Alexandra Rhim arhim@hemar-rousso.com, nairy@hemar-rousso.com Ronald N Richards ron@ronaldrichards.com, nick@ronaldrichards.com Wayne R Terry wterry@hemar-rousso.com United States Trustee (ND) ustpregion16.nd.ecf@usdoj.gov (J Service information continued on attached page 2. SERVED BY UNITED STATES MAIL: On (date) __10/14/14 | served the following persons and/or entities at the last known addresses in this bankruptcy case or adversary proceeding by placing a true and correct copy thereof in a sealed envelope in the United States mail, first class, postage prepaid, and addressed as follows. Listing the judge here constitutes a declaration that mailing to the judge will be completed no later than 24 hours after the documentis filed. Hon. Deborah Saltzman Mid-Wilshire Property, LP Dr. Leevil, LLC U.S. Bankruptcy Court 1101 Crenshaw Blvd. Attn: Ronald Richards 415 State Street Los Angeles, CA 90019 PO Box 11480 Santa Barbara, CA 93101 Beverly Hills, CA 90213 Westlake Village Property, LP Office of United States Trustee 250 Fairview Rd. Kenneth A. Krasne 128 E. Carrillo Street Westlake Village, CA 91361 21535 Hawthorne Blvd., Suite 510 Santa Barbara, CA 93101 Torrance, CA 90503 [J Service information continued on attached page 3. SERVED BY PERSONAL DELIVERY, OVERNIGHT MAIL, FACSIMILE TRANSMISSION OR EMAIL (state method for each person or entity served): Pursuant to F.R.Civ.P. 5 and/or controlling LBR, on (date) , I served the following persons and/or entities by personal delivery, overnight mail service, or (for those who consented in writing to such service method), by facsimile transmission and/or email as follows. Listing the judge here constitutes a declaration that personal delivery on, or overnight mail to, the judge will be completed no later than 24 hours after the documentis filed. [J] Service information continued on attached page | declare under penalty of perjury under the laws of the United States that the foregoing is true and correct. 10/14/14 Brian Link /s/ Brian Link Date Printed Name Signature This form is mandatory. It has been approved for use by the United States Bankruptcy Court for the Central District of California. June 2012 F 9013-3.1.PROOF.SERVICE 41.4 EXHIBIT C EXHIBIT C 048-001 An Appraisal ofan Intermediate Care Facility Tustin Care Center 1051 Bryan Avenue Tustin, California Case 9:14-bk-11960-DS Doc 73-3 Filed 10/14/14 Entered 10/14/14 16:52:19 Desc Exhibit C Page 3 of 221 VALUATION & INFORMATION Group PROFESSIONALISM. INTEGRITY. PARTNERSHIP. V&IG 6167 Bristol Parkway August 8, 2013 Suite 430 Culver City, CA 90230 Tel 310.342.0123 Fax 310.342.0147 Carol Ho 5 Neshaminy Interplex Vice President - Credit Administrator Suite 215 Tomato Bank, N.A. Trevose, PA 19053 1420 East Valley Boulevard Tel 215.639.7600 Alhambra, California 91801 Fax 215.639.7605 .valinfo.com RE: Tustin Care Center 1051 Bryan Avenue Tustin, California Dear Ms. Ho: In accordance with your request, an appraisal of the above referenced facility was conducted and is provided in a self-contained report. The subject consists of a 99-bed intermediate care facility built in 1970. The primary purpose of this valuation is to estimate the as-is fee simple market value of the going concern. This appraisal will be used in connection with making a credit decision. The value reported herein is that of the fee simple estate, which includes the land, improvements, equipment and intangible going concern assets. Working capital is not included in the valuation, but is assumed to be available and adequate to support the operations of the facility. This appraisal investigation included a visit to the property on July 16, 2013, and all necessary investigation and analyses were made by the appraisers. The appraisal was prepared in accordance with wn.JNiform ‘Standardsof Professional Appraisal Practice (USPAP) and the Financial Institutions Reform, i Recovery and Enforcement Act (FIRREA) and involved the facts, assumptions, investigations and ¢ ..analyses setforth in:the report. . iar setae - arr rem «Based upon.the procedures outlined in this report, the as-is fee simple market value of the going concern, as ofJuly 16, 2013,is reasonably represented in the following rounded amount: $1,350,000 H3g.Q 048-002 Case 9:14-bk-11960-DS Doc 73-3 Filed 10/14/14 Entered 10/14/14 16:52:19 Desc Exhibit C Page 4 of 221 Tomato Bank, N.A. August 8, 2013 Page? In addition, based upon the procedures outlined in this report, the prospective stabilized fee simple market value of the going concern, as of July 16, 2014,is reasonably represented in the following rounded amount: $1,650,000 This estimate and the report are subject to the statement of facts and limiting conditions that are a critical part of the valuation report. No part of the appraisal report should be published or disseminated without Valuation & Information Group's prior written approval. Thank you for the opportunity to provide you this service. Respectfully submitted, Valuation & Information Group oe -- A Jean-Pierre LoMonaco, MAI President CA Cert. Gen. AG011111 Scott Conner Senior Consultant CA Cert. Gen. AG034937 JPL/SC/AM:cb 230196/N1FB 43.3 048-003 EXHIBIT D EXHIBIT D Case 9:14-bk-11960-DS Doc 195 Filed 04/06/15 Entered 04/06/15 17:11:57 Desc Main Document Page 1 of 100 1 Leslie A. Cohen, Esq. (SBN: 93698) leslie@lesliecohenlaw.com 2 Jaime K. Williams Esq. (SBN 261148) jaime@lesliecohenlaw.com 3 Brian A. Link, Esq. (SBN 275683) brian@lesliecohenlaw.com 4 LESLIE COHEN LAW, PC 506 Santa Monica Blvd., Suite 200 5 Santa Monica, CA 90401 Telephone: (310) 394-5900 6 Facsimile: (310) 394-9280 7 Attorneys for Debtor in Possession 8 UNITED STATES BANKRUPTCY COURT 9 CENTRAL DISTRICT OF CALIFORNIA 10 NORTHERN DIVISION 1" Inre 12 Case No. 9:14-bk-11960-DS MID-WILSHIRE PROPERTY,LP; Case No. 9:14-bk-11980-DS 13 WESTLAKE VILLAGE PROPERTY, LP (Jointly Administered) 14 Debtors and Chapter 11 Debtors in Possession 15 DISCLOSURE STATEMENT AND CHAPTER 11 Check One Or More As Appropriate: PLAN OF JOINTLY ADMINISTERED DEBTORS 16 Affects All Debtors: Affects Mid-Wilshire only: Disclosure Statement Hearing: 17 Affects Westlake Village only: Date: June 11, 2015 Time: 10:30 a.m. 18 Courtroom: 202 19 20 21 22 23 24 25 26 27 28 LEEVILO1113 097-01 097-28 Case 9:14-bk-11960-DS Doc 195 Filed 04/06/15 Entered 04/06/15 17:11:57 Desc Main Document Page 28 of 100 X. FINANCIAL RECORDS TO ASSIST IN DETERMINING WHETHER PROPOSED PAYMENT IS FEASIBLE The Debtors are limited partnerships. In addition to the projections, attached as Exhibit “E” are certain types of financial documents, such as profit and loss statements for Debtors. In addition, Debtors’ financials during the pendency of this case are provided in the regularly-filed Monthly Operating Reports (MORS), part of the record in this case. XI. ASSETS AND LIABILITIES OF THE ESTATE a. Assets The identity and fair market value of the estates’ assets are listed in Exhibit “C” so that the reader can assess what assets are at least theoretically available to satisfy claims and to evaluate the overall worth of the bankruptcy estate. These include Debtors’ schedules, and an updated table of values which Debtor is informed applies to the Rental Properties (see Exhibit “C” at p. 1). Whether the Plan proposes to sell any of these assets is discussed in section XV. The values of the other assets are: Real Property Value (amended schedules) Value (updated) Bonnie Brae S 6,340,000.00 $ 5,000,000.00 Bryan $ 1,650,000.00 S$ 1,650,000.00 Total Real Property S$ 7,990,000.00 $ 6,650,000.00 26 LEEVILO1140 097-37 Case 9:14-bk-11960-DS Doc 195 Filed 04/06/15 Entered 04/06/15 17:11:57 Desc Main Document Page 37 of 100 through the foreclosure of the Fairview Property, and pending the determination of the Debtors’ objections to the Leevil claims, additional funds will be recovered for the estates. Mid-Wilshire also sold the Gilbert Property, thereby reducing the number of secured creditors and paying off allowed unsecured creditors and real property claims. Section IX provides a summary of the projected cash flow of the Debtors for the duration of the Plan. The following assumptions underlie the projections: - Sale or refinance of the Bonnie Brae Property within one year of the effective date - Resumed rental payments from the tenant of the Bryan Property once the objections to Leevil claims and any related litigation with Leevil is resolved (est. Jan 2016); the tenant is currently also in litigation with Leevil. As previously stated, Plan payments will come from the continued operation of the Debtors’ rental properties, sale or refinance of the Bonnie Brae Property, and any recovery from foreclosure payments already made to Leevil. As such, the Debtors do not anticipate encountering any difficulty generating sufficient funds to provide for all of the plan payments. The Proponents’ financial solvency, which is relevant to its ability 35 LEEVIL0O1149 097-55 Case 9:14-bk-11960-DS Doc 195 Filed 04/06/15 Entered 04/06/15 17:11:57 Desc Main Document ~~Page 55 of 100 XIX. DECLARATION IN SUPPORT OF DISCLOSURE STATEMENT AND PLAN I, Jeoung Lee, declare under penalty of perjury under the laws of the United States of America that the following statements are true and based upon personal knowledge. 1. This document was prepared by Debtors, their principals, along with the Debtors’ bankruptcy counsel. 2. The sources of all financial data are the Debtors. 3. All facts and representations in the Plan and Disclosure Statement are true to the best of my knowledge. 4, No fact material to a claimant or equity security holder in voting to accept or reject the proposed Plan has been omitted. 5. The name of the person(s) who prepared the cash flow projections and the other financial documents are me and my bookkeeper. 6. The accounting method (s) used to prepare the cash flow projections and the other financial documents are generally accepted accounting principles. Date: April 6, 2015 Dees A -=Zo, C.- 7 Jeoung (Joan) Lee 53 LEEVIL01167 EXHIBIT E EXHIBIT E S w N D 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Atkinson-Baker Court Reporters www.depo.com SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF ORANGE, CIVIL COMPLEX CENTER MID-WILSHIRE PROPERTY, L.P., a California Limited Partnership; MID-WILSHIRE HEALTH CARE CENTER, a California Corporation, Plaintiffs, Case No.: VS. 30-2015-00801555- CU-0OR-CJC DR. LEEVIL LLC, a California Limited Liability Company; LIDO HOLDING COMPANY, LLC, a California Limited Liability Company; and DOES 1 through 50, inclusive, Defendants. And related cross-actions _ - ~ ~ ~ ~ ~ ~ m m - - - - - - - - - - - - ~ - ~ - ~ - DEPOSITION OF LESLIE ANN COHEN SANTA MONICA, CALIFORNIA APRIL 4, 2017 ATKINSON-BAKER, INC. COURT REPORTERS (800) 288-3376 www .depo.com Reporter: ALISON R. SPACK, CSR NO. 9283, RPR, CRI FILE NO.: ABO3B3E Leslie Ann Cohen April 4, 2017 s w N D 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Atkinson-Baker Court Reporters www.depo.com SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF ORANGE, CIVIL COMPLEX CENTER MID-WILSHIRE PROPERTY, L.P., a California Limited Partnership; MID-WILSHIRE HEALTH CARE CENTER, a California Corporation, Plaintiffs, V. DR. LEEVIL LLC, a California Limited Liability Company; LIDO HOLDING COMPANY, LLC, a California Limited Liability Company; and DOES 1 through 50, inclusive, Defendants. DR. LEEVIL LLC, a California limited liability company, Cross-Complainant, V. LIDO HOLDING COMPANY LLC, a Nevada limited liability company; and ROES 1 through 20, inclusive, Cross-Defendants. - ~ ~ ~ - ~ ~ - - - - ~ ~ - - C e e e C e e e e e e r - ~ ~ - - - ~ - ~ - ~ - Case No.: 30-2015-00801555- CU-OR-CJC Leslie Ann Cohen April 4, 2017 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Atkinson-Baker Court Reporters www.depo.com continued LIDO HOLDING COMPANY LLC, a Nevada limited liability company, Cross-Complainants, Vv. DR. LEEVIL, LLC, a California limited liability company; and ROES 1 through 20, inclusive Cross-Defendants - _ - ~ ~ ~ ~ ~ ~ ~ - ~ - Deposition of LESLIE ANN COHEN, taken on behalf of Defendant, Cross-Defendant and Cross-Complainant, at 506 Santa Monica Boulevard, Suite 200, Santa Monica, California, commencing at 2:37 p.m., Tuesday, April 4, 2017, before Alison R. Spack, CSR No. 9283, RPR, CRI. Leslie Ann Cohen April 4, 2017 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Atkinson-Baker Court Reporters www.depo.com document to be filed with the Bankruptcy Court on or about October 10, 20147 A. I believe so. Q. Can you tell me what value did Mid-Wilshire Property, LP place on its Tustin property as of October 10, 20147 A. The Bryan Avenue property? Q. Correct. A. It looks like 1.65 million. 0. So is it fair to say that Mid-Wilshire Property, LP represented to the Bankruptcy Court in October of 2014 that the value of the property located at 1051 Bryan Avenue in Tustin was $1,650,0007 A. It looks that way to me. MS. PHAM: Objection; lacks foundation. THE WITNESS: It looks that way based on this. BY MR. MULKERIN: 0. And can you direct me to the exact page within the schedule? A. It's the page you just told me, page four of 33. 0. And in terms of the -- this schedule on the bankruptcy law the Debtor in Possession is required to provide evaluation to the court; is that fair? A. I think that comes under the heading of you're 83 Leslie Ann Cohen April 4, 2017 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Atkinson-Baker Court Reporters www.depo.com REPORTER'S CERTIFICATE I, Alison R. Spack, CSR NO. 9283, Certified Shorthand Reporter certify: That the foregoing proceedings were taken before me at the time and place therein set forth, at which time the witness was put under oath by me; That the testimony of the witness, the questions propounded, and all objections and statements made at the time of the examination were recorded stenographically by me and were thereafter transcribed; That the foregoing is a true and correct transcript of my shorthand notes so taken. I further certify that I am not a relative or employee of any attorney of the parties, nor financially interested in the action. I declare under penalty of perjury under the laws of California that the foregoing is true and correct. Dated this day of , 2017. Alison R. Spack, CSR No. 9283, RPR, CRI 104 Leslie Ann Cohen April 4, 2017 EXHIBIT F EXHIBIT F © 0 0 N N O O U l h W N H K = = = N RP O = = u b Ww = o o N N N N N N R F R E R E P R O O P W N R E F O O O DEPOSITION OFMARKSHANDROW SUPERI OR COURT OF THE STATE OF CALI FORNI A FOR THE COUNTY OF ORANGE - CENTRAL J USTI CE CENTER M D- WLSH RE PROPERTY, L.P., A CALI FORNIA LIM TED PARTNERSHI P; M D- W LSHI RE HEALTH CARE CENTER, A CALI FORNI A CORPORATI ON, PLAI NTI FFS, CASE NO. 30- 2015- 00801555- CU- OR-C C VS. DR. LEEVIL, LLC, A CALIFORN A LI M TED LI ABI LI TY COVPANY; LI DO HOLD NG COVPANY, LLC, A CALI FORNI A LI M TED LI ABI LI TY COMPANY; AND DOES 1 THROUGH 50, | NCLUSI VE, DEFENDANTS. N a N t a a “ u t “ t t “ i “ i “ i ? PERSON MOST KNOWLEDGEABLE DEPOSI TI ON OF SOLI D LANDI NGS BEHAVI ORAL HEALTH, | NC. AND SURE HAVEN, | NC. DEPCSI TI ON OF MARK SHANDROW TAKEN ON BEHALF OF THE DEFENDANTS, AT 1851 EAST FI RST STREET, SU TE 1550, SANTA ANA, CALI FORNI A, COVMENCI NG AT 11: 00 A.M, TUESDAY, J ANUARY 17, 2017, BEFORE J ' ANA S| EGERS CHAUDHRY, CSR NUMBER 10845. Kelli Norden and Associates C © wrt Reporters 310.820.7733 phone 310.820.7935 fax 11835 W. Olympic Boulevard Suite 680E Los Angeles, California 90064 knaekellinorden.com www.kellinorden.com 11: 11: 11: 11: 11: 11: 11: 11: 11: 11: 11: 11: 11: 11: 11: 11: 11: 11: 11: 11: 11: 11: 11: 11: 11: 39: 39: 39: 39: 39: 39: 39: 39: 39: 39: 39: 39: 39: 40: 40: 40: 40: 40: 40: 40: 40: 40: 40: 40: 40: 25 25 27 31 33 33 37 40 42 44 49 52 54 02 06 09 13 15 21 23 25 25 27 27 28 © 0 0 N O U 1 A W I N B K N N N N N N R E R R R R R R R RB 2 UU A W N E H O W O W O L W N O U U L M A W N I K R O DEPOSITION OFMARKSHANDROW A. THAT'S CORRECT. Q AND WHAT WAS THE REASON THAT -- WAS IT SOLI D LAND NGS THAT CANCELLED -- THAT REQUESTED THE CANCELLATI ON? A. YES. Q AND WHY? A. YOU KNOW AS | RECALL, WE CANCELLED | T BECAUSE WE COULDN'T PUT THE TRANSACTI ON TOGETHER, YOU KNOW WE -- YOU KNOW THE CITY VASN'T GONNA MOVE ON THE C. U.P. AND IT WAS -- VE COULDN'T COVE UP WTH AN | NVESTOR, AND VE COULDN'T GET THE FI NANCI NG FOR OURSELVES. Q OKAY. AT THE TI ME THAT SOLID LANDI NGS REQUESTED CANCELLATION OF THE ESCROW AND THE P.S. A. FOR THE TUSTIN PROPERTY, WAS SOLID LANDI NGS AWARE OF ANY FORECLOSURE PROCEED NGS W TH RESPECT TO THE TUSTI N PROPERTY? A. NO. Q AND THAT'S KEVI N GALLAGHER'S SI GNATURE ON THE BOTTOM RI GHT? A. THAT'S CORRECT. Q IS KEVIN STILL WTH SOLI D LAND NG57? A. NO, HE I'S NOT. Q OKAY. SO HE'S -- IS HE THE ONE YOU VERE TALKI NG ABOUT YOU LOOKED THROUGH HIS E- MAIL? 41 Kelli Norden and Associates C 0 uirt Reporters 310.820.7733 phone 310.820.7935 fax A 11835 W. Olympic Boulevard Suite 680E Los Angeles, California 90064 knaekellinorden.com www.kellinorden.com © 0 0 N O U l W I N B F N N N N N N R R R R H R E R E R E R R R BR B U D W N R F E R O W O V W O W N O O U D M W N I R D O DEPOSITION OFMARKSHANDROW STATE OF CALIFORNIA) SS COUNTY OF LOS ANGELES ) I, J"ANA SI EGERS CHAUDHRY, CERTIFI ED SHORTHAND REPORTER, CERTIFI CATE NUMBER 10845, FOR THE STATE OF CALI FORNI A, HEREBY CERTIFY: THE FOREGO NG PROCEEDI NGS WERE TAKEN BEFORE ME AT THE TI ME AND PLACE THEREIN SET FORTH, AT WH CH TI ME THE DEPONENT WAS PLACED UNDER OATH BY ME; THE TESTI MONY OF THE DEPONENT AND ALL OB] ECTI ONS MADE AT THE TI ME OF THE EXAM NATI ON VERE RECORDED STENOGRAPHI CALLY BY ME AND VERE THEREAFTER TRANSCRI BED; THE FOREGO NG TRANSCRIPT I'S A TRUE AND CORRECT TRANSCRI PT OF MY SHORTHAND NOTES SO TAKEN; | FURTHER CERTIFY THAT | AM NEI THER COUNSEL FOR NOR RELATED TO ANY PARTY TO SAI D ACTION, NOR IN ANY WAY | NTERESTED IN THE OUTCOME THERECF. IN WTNESS WHEREOF, | HAVE HEREUNTO SUBSCRI BED MY NAME THIS 21ST DAY OF J ANUARY, 2017. 81 Kelli Norden and Associates C © wrt Reporters 310.820.7733 phone 310.820.7935 fax 11835 W. Olympic Boulevard Suite 680E Los Angeles, California 90064 knaekellinorden.com www.kellinorden.com