Case: 1:07-cv-00497 Document #: 116 Filed: 10/08/09 Page 1 of 16 PageID #:1176

IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF ILLINOIS
EASTERN DIVISION
DAVID R. MARKIN,
Plaintiff,
v.
CHEBEMMA, INC., MARK HUNT,
DIVISION STATE, LLC, and JOHN
TERZAKIS
Defendant.

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Case No. 07 C 0497

DEFENDANT MARK HUNT’S ANSWER
TO PLAINTIFF’S SECOND AMENDED COMPLAINT
Defendant, Mark Hunt (“Hunt”), by his attorneys, for his Answer to Plaintiff’s Second
Amended Complaint states:
PARTIES
1.
Florida.

Plaintiff Markin is citizen of the state of Florida who resides in Palm Beach,

RESPONSE: On information and belief, Hunt admits the allegations in Paragraph 1.
2.
Defendant Chebemma is an Illinois corporation with its principal place of
business in Chicago, Illinois that was involuntarily dissolved on January 11, 2008.
RESPONSE: On information and belief, Hunt admits the allegations in Paragraph 2.
3.

Defendant Hunt, an individual, is a citizen and resident of the state of Illinois.

RESPONSE: Hunt admits the allegations in Paragraph 3.
4.

Defendant Terzakis, an individual, is a citizen and resident of the state of Illinois.

RESPONSE: On information and belief, Hunt admits the allegations in Paragraph 4.
5.
Defendant Division State is an Illinois limited liability company. The members of
Division State are M Division State LLC (an Illinois limited liability company whose sole
member is defendant Hunt), Crown Investment Fund (an Illinois general partnership), James A.

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Star, Dan Drexler, and Aaron Rappaport. On information and belief, the partners of the Crown
Investment Fund, James A. Star, Dan Drexler and Aaron Rappaport are all citizens of the state of
Illinois, or are not citizens of the state of Florida.
RESPONSE: On information and belief, Hunt admits the allegations in Paragraph 5.
JURISDICTION AND VENUE
6.
The Court has jurisdiction over this action pursuant to 28 U.S.C. § 1332 as the
parties are citizens of different states and the matter in controversy, exclusive of interest and
costs, exceeds the sum of Seventy-Five Thousand Dollars ($75,000.00).
RESPONSE: Hunt admits the allegations in Paragraph 6.
7.
Venue is proper pursuant to 28 U.S.C. § 1391(a) as a substantial part of the events
or omissions giving rise to the claim occurred in the Northern District of Illinois.
RESPONSE: Hunt admits the allegations in Paragraph 7.
COUNT I
(CONSPIRACY TO DEFRAUD)
Markin and Terzakis Purchase the Property:
To the extent the headings in this Complaint require an answer, Hunt denies the
allegations in the headings.
8.

Plaintiff incorporates by reference Paragraphs 1-7 as Paragraph 8 of Count I.

RESPONSE: Hunt incorporates by reference his responses to Paragraphs 1-7 as though fully set
forth herein.
9.
In September 1999, Markin and Terzakis entered into a joint venture in
connection with the purchase and development of 1163-67 North State Street, Chicago, Illinois,
which, at that time, included an unfinished two-story, vacant commercial building (the
“Property”). Terzakis held a 51 percent interest in the Property through an entity he owned and
controlled, State & Division L.L.C. (“State LLC”), while Markin owned the other 49 percent.
Terzakis and State LLC are collectively referred to as “Terzakis.”
RESPONSE: Hunt lacks sufficient knowledge to admit or deny the allegations in Paragraph 9.
Further answering, Hunt states that by assigning two different definitions to the term “Terzakis”

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(in the preliminary matter before Paragraph 1 and also in Paragraph 9), the Complaint creates
confusion; moreover, the phrasing of Paragraph 9 creates an ambiguity as to whether Markin is
alleging (a) that John Terzakis owned 51% of State & Division L.L.C. and Markin owned the
other 49% of State & Division L.L.C., or (b) that John Terzakis owned 100% of State & Division
L.L.C. which in turn owned 49% of the Property and Markin owned the other 49% of the
Property. For purposes of this Answer, Hunt assumes that Paragraph 9 was intended to allege (b)
and not (a), and Hunt construes the Complaint to define the term “Terzakis” to mean only
John Terzakis individually.
10.
At all relevant times, title to the Property was held in a land trust with the
Parkway Bank and Trust Company (the “Parkway Land Trust”) in which Markin and Terzakis,
owned the beneficial interest.
RESPONSE: Hunt admits that at the time that Chebemma acquired the beneficial interest in the
Property, the Property was held in a land trust with the Parkway Bank and Trust Company, and
that the land trust has been in existence ever since. Hunt lacks sufficient knowledge to admit or
deny whether Markin and Terzakis owned a beneficial interest in the Parkway Land Trust. Hunt
denies all allegations of Paragraph 10 not expressly admitted.
The Failed Attempt to Sell the Property to Hunt:
To the extent the headings in this Complaint require an answer, Hunt denies the
allegations in the headings.
11.
In 2003, the Property was still without tenants. During this period, negotiations
took place with defendant Hunt, a Chicago based real estate developer concerning the sale of the
Property.
RESPONSE: Hunt admits that, to his knowledge, the first sentence of Paragraph 11 is correct.
Hunt admits the allegations of the second sentence of Paragraph 11.
12.
In May 2003, Hunt, through an entity he owns and controls, M Development,
LLC (“M Development”), Markin and Terzakis entered into an agreement (the “May 2003
Purchase Agreement”) for M Development to buy the Property for $6,743,000 to be paid as
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follows: $1 million at closing; $1,660,000 promissory note in Markin’s favor to be paid with
interest in two years; and the assumption of the sellers’ existing mortgage. May 2003 Purchase
Agreement, attached as Exhibit A.
RESPONSE: Hunt admits that he owns substantially all of M Development LLC and that he
controls M Development LLC. The remainder of allegations in Paragraph 12 purport to recite
the contents of a document attached to the Complaint as Exhibit A and Hunt refers Exhibit A for
the full and complete contents thereof.
13.
In or about August 2003, Terzakis informed Markin’s attorney, Wayne R.
Hannah, Jr., that Hunt had concluded that the purchase terms of the May 2003 Purchase
Agreement were excessive (in favor of Markin and Terzakis) and that Hunt would not proceed
upon the terms set forth in the May 2003 Agreement.
RESPONSE: Hunt lacks sufficient knowledge to admit or deny what Terzakis told Wayne R.
Hannah, Jr. as alleged in Paragraph 13. Answering further, Hunt states that M Development
terminated the May 2003 Purchase Agreement in accordance with its terms.
Terzakis and Hunt Conspire to have Terzakis Obtain the Property without
Markin’s Knowledge:
To the extent the headings in this Complaint require an answer, Hunt denies the
allegations in the headings.
14.
Prior to September 24, 2003, Terzakis entered into an oral agreement with Hunt to
combine, for the purpose of accomplishing by concerted action through unlawful means, the
transfer of Markin’s beneficial interest in the Property to Terzakis for terms that Markin would
not have otherwise accepted if he had known of the existence of Terzakis’s and Hunt’s
conspiracy.
RESPONSE: Hunt denies the allegations contained in Paragraph 14.
15.
In order to accomplish this unlawful purpose, Hunt and Terzakis committed the
following overt acts:
a. Created a new entity, defendant Chebemma;
b. Terzakis represented to Markin that Hunt owned 100 percent of and controlled
Chebemma and intentionally concealed from Markin that Terzakis, in fact, was
Chebemma’s sole and/or controlling shareholder;

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c. Caused Hunt to be made Chebemma’s President, Secretary and Treasurer in
order to create the appearance that Chebemma was owned by Hunt;
d. Terzakis falsely represented to Markin that to sell the Property to Hunt, Markin
would have to accept materially different, and less beneficial terms, than those
set forth in the May 2003 Purchase Agreement;
e. Caused Hunt to execute on Chebemma’s behalf as President, a September 24,
2003 “Agreement for Purchase of Real Estate and Related Property” (the
“September 2003 Purchase Agreement”) for the sale of the beneficial interest
in the Property to defendant Chebemma on terms that were substantially less
favorable to Markin. Hunt signed the September 2003 Purchase Agreement as
Chebemma’s President in order to create the false impression that he (and not
Terzakis) was Chebemma’s true owner.
RESPONSE: With respect to subpart “a”, Hunt admits a new entity, Chebemma, Inc. was
created. With respect to subpart “b”, Hunt lacks sufficient knowledge to admit or deny whether
Terzakis made that representation to Markin. With respect to subpart “c”, Hunt admits that he
was Chebemma’s President, Secretary and Treasurer until he resigned in June 2007. With
respect to subpart “d”, Hunt lacks sufficient knowledge to admit or deny whether Terzakis made
that representation to Markin. With respect to subpart “e”, Hunt admits that he signed the
September 2003 Purchase Agreement. Hunt denies all allegations in Paragraph 15 and its
subparts not expressly admitted.
16.
In reliance upon the false statements and other wrongful overt acts by Terzakis
and Hunt set forth in Paragraph 15 above, Markin agreed to sell his interest in the Property to
Chebemma.
RESPONSE: Hunt denies making wrongful statements or any other wrongful acts alleged. Hunt
admits Markin agreed to sell his interest in the Property to Chebemma.

Hunt denies all

allegations of Paragraph 16 not expressly admitted.
17.
Under the September Purchase Agreement, Markin agreed to accept less money at
the time of closing and assumed a greater risk of future payment pursuant to a promissory note
called for under that agreement. September 2003 Purchase Agreement, attached as Exhibit B
hereto.

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RESPONSE: The allegations in Paragraph 17 purport to recite the contents of a document
attached to the Complaint as Exhibit B and Hunt refers Exhibit B for its full and complete
contents thereof.
18.
Following the execution of the September 2003 Purchase Agreement, the parties
entered into Amendments whereby Chebemma obtained several extensions of the closing date.
At no time during this period did Terzakis or Hunt disclose to Markin that Terzakis owned all, or
even part of Chebemma.
RESPONSE: Hunt admits that subsequent to the September 2003 Purchase Agreement,
Amendments were entered into by the parties thereto. Hunt admits that during this period he
personally did not disclose to Markin that Terzakis owned all or part of Chebemma, but denies
he had any such duty to disclose. Further answering, Hunt states that Terzakis told Hunt that
Terzakis had informed Markin of Terzakis’ ownership interest in Chebemma. Hunt denies all
allegations in Paragraph 18 not expressly admitted.
19.
Shortly after the consummation of the sale of the Property in mid-August 2004 to
Chebemma, Chebemma, as required by the September 2003 Purchase Agreement, executed and
delivered the Promissory Note (the “Note”). In furtherance of their conspiracy, Hunt signed the
Note on Chebemma’s behalf. Note, attached as Exhibit C.
RESPONSE: Hunt admits that Chebemma executed and delivered the Promissory Note. Hunt
denies the execution and deliverance of the Promissory Note was in furtherance of any alleged
conspiracy. Hunt denies all allegations in Paragraph 19 not expressly admitted.
20.
In connection with the purchase, Markin’s and Terzakis’s beneficial interest in
Parkway Land Trust was transferred to Chebemma.
RESPONSE: Hunt admits the allegations contained in Paragraph 20.
21.
During the period between August 2004 and September 2006, Markin received
from Chebemma quarterly interest payments under the Note of approximately $13,000 each. At
no time during this period did Terzakis or Hunt disclose to Markin that Terzakis owned all, or
even part of Chebemma.

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RESPONSE: Hunt admits the first sentence of Paragraph 21. Hunt admits that during this
period he personally did not disclose to Markin that Terzakis owned all or part of Chebemma,
but denies he had any such duty to disclose. Further answering, Hunt states that Terzakis told
Hunt that Terzakis had informed Markin of Terzakis’ ownership interest in Chebemma. Hunt
denies all allegations in Paragraph 21 not expressly admitted.
Hunt and Terzakis Continue their Conspiracy in the Federal Litigation to Conceal
Terzakis’s Interest in Chebemma and Terzakis and Hunt Hide from Markin the
Transfer of the Property to the Hunt Controlled Division State:
To the extent the headings in this Complaint require an answer, Hunt denies the
allegations in the headings.
22.
In September 2006, the total amount of the Note, $2,385,000, became due and
owing to Markin.
RESPONSE: The allegations in Paragraph 22 are legal conclusions to which no answer is
required. To the extent that the allegations require an answer, Hunt denies the allegations in
Paragraph 22.
23.
On January 25, 2007, Markin filed the instant lawsuit in the United States District
Court for the Northern District of Illinois against Chebemma for breach of the Note (the “Federal
Litigation”).
RESPONSE: Hunt admits the allegations in Paragraph 23.
24.
In furtherance of Terzakis’s and Hunt’s conspiracy, Hunt continued to allow
himself be presented in the Federal Litigation as the owner of Chebemma throughout the course
of this litigation until such time as Markin, through various documents produced during the
discovery process, finally uncovered the fraud that Hunt and Terzakis had perpetrated. As part of
this rouse, Hunt even went so far as to personally participate in a Court supervised settlement
conference in the Federal Litigation without informing the Court that Markin’s former business
partner, Terzakis, was Chebemma’s true owner.
RESPONSE: Hunt denies any conspiracy existed and admits participating in a settlement
conference with the Court as an officer of Chebemma. Hunt denies all other allegations in
Paragraph 24.

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25.
In June 2007, shortly after the settlement conference described in Paragraph 24
above, Hunt and Terzakis continued to conceal from Markin their wrongful conduct involving
the Property, by transferring the beneficial interest in the Property from the Terzakis controlled
Chebemma to the Hunt controlled Division State. In connection with that transfer, Terzakis and
Hunt acknowledged in writing in June 2007 the liability owed to Markin and consciously
determined not to disclose the transfer to Markin. In furtherance of their wrongful conduct, Hunt
and Terzakis induced ATG Trust Company not to disclose to Markin the transfer of the Property
to Division State so that Markin would not learn of their scheme.
RESPONSE: Hunt admits that he was President of Chebemma until he resigned in June 2007
and that the beneficial interest in the Property was transferred from Chebemma to Division State.
Further answering, Hunt states that Paragraph 6(c) of the Note attached as Exhibit C to Plaintiff’s
Second Amended Complaint specifically states that “Notwithstanding anything in this Note or
the Collateral ABI to the contrary, . . . [Markin] agrees that . . . [Chebemma] shall have the right
to transfer or convey all or any portion of the Property or any interest therein, to an entity owned
or controlled, directly or indirectly, by Mark Hunt and/or [Chebemma].”

Hunt denies all

allegations in Paragraph 25 not expressly admitted.
26.
As part of Terzakis’s and Hunt’s continuing effort to hide from Markin the nature
of their misconduct, including the transfer of the Property, Hunt again agreed to appear on
Chebemma’s behalf at a Court supervised settlement conference on April 16, 2008, although he
had no affiliation whatsoever at that time with Chebemma. At the last moment, Hunt claimed
that he had a scheduling conflict and could not appear and caused Chebemma’s litigation counsel
and Hunt’s personal counsel, Jeffrey Richman, to appear at the settlement conference. At no
time, did Hunt, Hunt’s counsel or Chebemma’s counsel disclose to Markin or to the Court the
nature of the fraud that had been perpetrated on Markin, including Hunt’s and Terzakis’s transfer
of the Property to the Hunt controlled Division State.
RESPONSE: Hunt admits that he was the President of Chebemma until he resigned in June
2007, that he agreed to appear at the Court-supervised settlement conference on April 16, 2008,
and that a scheduling conflict forced Jeffrey Richman to appear in his stead. Further answering,
Hunt admits that his agreement to appear (in person or through counsel) at the Court-supervised
settlement conference on April 16, 2008 was based on his personal stake in the outcome of the
litigation. Hunt denies all allegations in Paragraph 26 not expressly admitted.
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27.
Terzakis and Hunt knew or believed to be false the misrepresentations of material
fact that were made to Markin, either directly or indirectly, with the intent of inducing Markin to
agree to the sale of Markin’s beneficial interest in the Property on terms that Markin would not
have otherwise agreed to had he known the truth.
RESPONSE: Hunt denies the allegations contained in Paragraph 27.
28.
Markin reasonably relied upon the truth of the various representations and
omissions of material fact made to him.
RESPONSE: Hunt lacks sufficient knowledge to admit or deny allegations regarding Markin’s
state of mind as alleged in Paragraph 28. In addition, the allegations in Paragraph 28 contains
legal conclusions to which no answer is required. To the extent that the allegations require an
answer, Hunt denies the allegations in Paragraph 28.
29.

Markin has suffered damage as a result of that reliance in excess of $2 million.

RESPONSE: Hunt denies the allegations contained in Paragraph 29.
30.
Hunt’s and Terzakis’s conduct was willful and wanton and done in total and
reckless disregard of Markin’s rights.
RESPONSE: Hunt denies the allegations contained in Paragraph 30.
31.
At all relevant times, defendant Division State, with full knowledge of Terzakis’s
and Hunt’s fraud, has accepted the fruits of that fraud, including but not limited to taking
possession of a 49 percent beneficial interest in the Property that otherwise belongs to Markin.
RESPONSE: Hunt admits that Division State received a transfer of 100% of the beneficial
interest in the Property, subject to Markin’s Collateral ABI (as defined in the Note attached as
Exhibit C to Plaintiff’s Second Amended Complaint) in the Property. Hunt denies all other
allegations in Paragraph 31.
32.
As such, Division State is the constructive trustee for Markin of Markin’s 49
percent beneficial interest in the Property and the Court should declare a constructive trust on
Markin’s 49 percent beneficial interest in the Property held by Division State.

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RESPONSE: The allegations in Paragraph 32 are legal conclusions to which no answer is
required. To the extent that the allegations require an answer, Hunt denies the allegations in
Paragraph 32.
COUNT II
(AIDING AND BETTING AGAINST DEFENDANTS HUNT AND DIVISION STATE)
33.

Plaintiff incorporates by reference Paragraphs 1-32 as Paragraph 33 of Count II.

RESPONSE: Hunt incorporates by reference his responses to Paragraphs 1-32 as though fully
set forth herein.
34.
At all relevant times, Hunt, individually, and later as Manager of Division State,
knew that Terzakis engaged in fraudulent conduct for the purpose of depriving Markin of his 49
percent beneficial interest in the Property.
RESPONSE: Hunt denies the allegations in Paragraph 34.
35.
At all relevant times, Hunt, individually, and later as Manager of Division State,
knew that Terzakis owed fiduciary duties to Markin, including the duty of utmost good faith and
undivided loyalty, in matters relating to the Property.
RESPONSE: Hunt denies the allegations in Paragraph 35.
36.
Hunt, in his individual capacity and later in his capacity as the party in control of
the Manager of Division State, possessed full knowledge of Terzakis’s fraudulent conduct and
breaches of fiduciary duty to Markin and knowingly and substantially assisted Terzakis in that
fraudulent conduct and in those breaches.
RESPONSE: Hunt denies the allegations in Paragraph 36.
37.
Hunt’s conduct relating to the transfer of the beneficial interest in the Property to
Division State was done for Division State’s benefit and, as such, is imputed to Division State.
RESPONSE: The allegations of Paragraph 37 derive from the allegations of Paragraphs 34-36,
which Hunt has denied. Hunt therefore denies the allegations of Paragraph 37. In addition, the
allegation concerning imputation is a legal conclusion to which no answer is required.

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38.
As a direct and proximate result of defendants Hunt’s and Division State’s
wrongful conduct in aiding and abetting Terzakis’s fraud and breaches of fiduciary duty, Markin
has suffered damages in excess of $2 million.
RESPONSE: Hunt denies the allegations contained in Paragraph 38.
39.
At all relevant times, defendant Division State, with full knowledge of Terzakis’s
wrongful conduct, has accepted the fruits of that wrongful conduct, including but not limited to
taking possession of a 49 percent interest in the Property that otherwise belongs to Markin.
RESPONSE: Hunt admits that Division State received a transfer of 100% of the beneficial
interest in the Property, subject to Markin’s Collateral ABI (as defined in the Note attached as
Exhibit C to Plaintiff’s Second Amended Complaint) in the Property. Hunt denies all other
allegations in Paragraph 39.
40.
As such, Division State is the constructive trustee for Markin of Markin’s 49
percent beneficial interest in the Property and the Court should declare a constructive trust on
Markin’s 49 percent beneficial interest in the Property held by Division State.
RESPONSE: The allegations in Paragraph 40 are legal conclusions to which no answer is
required. To the extent that the allegations require an answer, Hunt denies the allegations in
Paragraph 40.
41.
Hunt’s and Division State’s conduct was willful and wanton and done in total and
reckless disregard of Markin’s rights.
RESPONSE: Hunt denies the allegations contained in paragraph 41.
COUNT III
(WRONGFUL DISTRIBUTION AGAINST CHEBEMMA AND TERZAKIS)
42-53. ANSWER: Hunt is not required to answer the allegations of Count III, as the
allegations in Count III are not directed at Hunt. To the extent that the allegations in Paragraphs
42-53 are directed at Hunt, Hunt denies the allegations.

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COUNT IV
(IN THE ALTERNATIVE:
BREACH OF PROMISSORY NOTE AGAINST CHEBEMMA)
54-63. ANSWER: Hunt is not required to answer the allegations of Count IV, as the
allegations in Count IV are not directed at Hunt. To the extent that the allegations in Paragraphs
54-63 are directed at Hunt, Hunt denies the allegations.
COUNT V
(IN THE ALTERNATIVE:
BREACH OF SETTLEMENT AGREEMENT AGAINST HUNT)
64.

Plaintiff incorporates by reference Paragraphs 1-7 as Paragraph 64 of Count V.

RESPONSE: Hunt incorporates by reference his responses to Paragraphs 1-7 as though fully set
forth herein.
65.

Count V, pursuant to Rule 8(d)(2) is alleged in the alternative.

RESPONSE: As Paragraph 65 makes no factual averments, Hunt neither admits nor denies the
statements of Paragraph 65.
66.
At all relevant times, Hunt has held himself out to Markin and to the Court as
President and sole owner of Chebemma.
RESPONSE: Hunt admits that he was the president of Chebemma until he resigned in June,
2007. As to the remaining allegations of Paragraph 66, the Complaint fails to specify the context
of these allegations, and therefore Hunt denies the remaining allegations of Paragraph 66.
67.
In or about August 2004, Chebemma purchased from Markin his 49 percent
beneficial interest in the Property.
RESPONSE: Hunt admits the allegations in Paragraph 67.
68.

As part of the consideration for that sale, Chebemma executed the Note.

RESPONSE: Hunt admits the allegations in Paragraph 68.

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69.
Pursuant to the terms of the Note, Markin holds a collateral beneficial interest in
the Property and the Property was conveyed from Chebemma to Division State in June 2007
without Markin’s consent.
RESPONSE: Hunt admits that the Property was conveyed from Chebemma to Division State
LLC. As to the allegations regarding the terms of the Note, Hunt incorporates the full and
complete terms of the Note and denies any allegation contrary thereto. Further answering, Hunt
states that Markin’s consent was not required, in that the transaction between Chebemma and
Division State LLC was made subject to Markin’s Collateral ABI (as defined in the Note
attached as Exhibit C to Plaintiff’s Second Amended Complaint) in the Property, and Paragraph
6(c) of the Note attached as Exhibit C to Plaintiff’s Second Amended Complaint specifically
states that “Notwithstanding anything in this Note or the Collateral ABI to the contrary, . . .
[Markin] agrees that . . . [Chebemma] shall have the right to transfer or convey all or any portion
of the Property or any interest therein, to an entity owned or controlled, directly or indirectly, by
Mark Hunt and/or [Chebemma].” Hunt denies all allegations in Paragraph 69 not expressly
admitted.
70.
As written discovery proceeded in the Federal Litigation, Hunt, in or about
August 2008, informed Markin of his desire to meet with Markin without lawyers present in
order to reach a settlement of the dispute which is the subject of this litigation.
RESPONSE: Hunt admits that he reached out to Markin for purposes of attempting to resolve
the dispute between Chebemma and Markin. The remaining allegations of Paragraph 70 are
denied.
71.

In response, Markin agreed to meet with Hunt in New York, New York.

RESPONSE: Hunt admits the allegations in Paragraph 71.
72.
On or about September 3, 2008, Markin and Hunt met in New York to discuss the
settlement of this litigation.
RESPONSE: Hunt admits the allegations in Paragraph 72.
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73.
Although Hunt and Markin did not reach a settlement agreement at that time, the
parties continued to negotiate by telephone.
RESPONSE: Hunt admits the allegations in Paragraph 73.
74.
On or about September 18, 2008, Hunt and Markin reached the following oral
settlement agreement concerning this dispute (the “Settlement Agreement”):
a. Hunt personally would be obligated to pay Markin $1 million upon the
execution of a written settlement agreement to be prepared by the parties’
respective counsel;
b. Markin’s claim and Chebemma’s counterclaim would be dismissed upon
Markin’s receipt of the $1 million payment; and
c. Within one year of execution of the written settlement agreement, Hunt
personally would be obligated to pay Markin $700,000 and Hunt would
provide reasonable security for that payment.
RESPONSE: Hunt denies the allegations in Paragraph 74.
75.
At all relevant times, the parties understood and agreed that any payment
obligation under the Settlement Agreement would be Hunt’s personally as Chebemma is an
assetless entity.
RESPONSE: Hunt denies the allegations in Paragraph 75.
76.
Hunt and Markin further agreed that a written settlement agreement to be
prepared by counsel was not intended to be a condition precedent to an enforceable settlement
agreement, but was to serve only as a memorialization of their oral settlement agreement.
RESPONSE: Hunt denies the allegations in Paragraph 76.
77.
Thereafter, and as agreed between Hunt and Markin, the parties’ counsel engaged
in the process of memorializing the Settlement Agreement.
RESPONSE: Hunt admits that certain draft settlement agreements were prepared by
Chebemma’s counsel and Markin’s counsel but denies the remaining allegations of Paragraph
77.
78.
Before this process could be completed, and in or about December 2008, Hunt (by
his counsel) informed Markin (through his counsel) that Hunt was unable to and would not
perform his obligations under the Settlement Agreement.

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RESPONSE: Hunt admits that in December, 2008, Chebemma’s counsel informed Markin’s
counsel that the settlement negotiations would be discontinued. The remaining allegations of
Paragraph 78 are denied.
79.
By Hunt’s actions and inactions, Hunt has unilaterally repudiated and materially
breached the Settlement Agreement.
RESPONSE: Hunt denies the allegations in Paragraph 79.
80.
At all relevant times, Markin has complied with his contractual obligations under
the Settlement Agreement.
RESPONSE: The allegations of Paragraph 80 are denied. Further answering, Hunt states that
there were never any contractual obligations for Markin to fulfill because there was never any
contract.
81.
Markin has demanded that Hunt comply with his obligations under the Settlement
Agreement, but Hunt has failed to do so.
RESPONSE: The allegations of Paragraph 81 are denied. Further answering, Hunt states that
there were never any contractual obligations for Hunt to fulfill because there was never any
contract.
82.
As a direct and proximate result of Hunt’s acts and omissions, Markin has
suffered damages in excess of $1,700,000.
RESPONSE: Hunt denies the allegations in Paragraph 82.

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JURY DEMAND
Mark Hunt demands a jury on all issues that may be tried to a jury.
Dated: October 8, 2009

Respectfully submitted,
Mark Hunt,

Daniel Lynch (ARDC No. 6202499)
Avidan J. Stern (ARDC No. 6201978)
LYNCH & STERN LLP
150 S. Wacker Dr., Suite 2600
Chicago, IL 60606
(312) 346-8700
(312) 896-5883 (fax)

s/Avidan J. Stern
By One of His Attorneys

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