. IN THE CHANCERY COURT FOR DAVIDSON COUNTY '2 393-9 "n JONATHAN KING, TAYLOR KING, 3; =2 and DAVID KING, d: Plaintiffs; ?l CASE ,Bc :3 gr: v. . CHANCELLOR LgEg g1, DEAN CHASE, . 3 Defendant. v. JONATHAN KING, et MOTION TO AMEND Plaintiff Jonathan King respectftu moves the Court to amend the complaint in this matter in accordance with the attached proposed First Amended Complaint. All persons who are parties to the complaint have already been made parties in this case by the Defendant, and all those made a party will be served copies of this motion to amend. A prior case is pending brought by Mr. Jonathan King in the Circuit Court for Davidson County. Upon entry of the order amending the original complaint, the Circuit Court case will be voluntarily dismissed. ResZt?Jlly Submitted, . Gary Blackburn #3484 ryant Kroll #33394 213 Fifth Avenue North, Suite 300 Nashville, TN 37219 Telephone: (615) 254-7770 Facsimile: (866) 895-7272 THIS MOTION IS SCHEDULED TO BE HEARD ON MARCH 24m, 2017 AT 9:00 AM. FAILURE TO FILE AND SERVE A TIMELY RESPONSE SHALL RESULT IN THE MOTION BEING GRANTED WITHOUT A HEARING. Smith Hyde McKellar Hyde, PLC 411 Broadway, Suite 202 Nashville, TN 37203 (615) 866-9674 lhyde@mckellarhyde.com Counsel for Lee Kennedy and Austin Pennington William D. Leader, Jr. Leader, Bulso Nolan, PLLC 414 Union Street, Suite 1740 Nashville, TN 37219 (615) 780-4100 bleader@leaderbulso.com Counsel for The Rosemary Grace Dunn 2004 Irrevocable Trust Gayle I. Malone Charles I. Malone Beau C. Creson Paige M. Ayres Butler Snow, LLP 150 3rd Avenue South, Suite 1600 Nashville, TN 37201 Counsel De?ndant/Counter?Plainti? This day of March 2017. served upon the following via email and US. Mail: Certi?cate of Service The undersigned hereby certi?es that a true and correct copy of the foregoing has been William T. Ramsey Neal Harwell, PLC 1201 Demonbreun Street Suite 1000 Nashville, TN 37203 (615) 244-1713 ramsweywt@nealharwell.com Counsel for James W. Carrel] Estate Robert Busby 5921 ishhawk Crossing Blvd. Lithia, FL 33547 aupike@hotmail.com ?gA/d 2% Gary Blackburn #3484 ryant Kroll #33394 213 Fifth Avenue North, Suite 300 Nashville, TN 37219 . 6 Certi?cate of Service The undersigned hereby certi?es that a true and correct copy of the foregoing has been served upon the following via email and US. Mail: William T. Ramsey Smith Hyde McKellar Hyde, PLC Neal Harwell, PLC 411 Broadway, Suite 202 1201 Demonbreun Street Nashville, TN 37203 Suite 1000 (615) 866-9674 Nashville, TN 37203 lhyde@mckellarhyde.com (615) 244-1713 2 Counsel for Lee Kennedy ramsweywt@nealharwell.com and A ustin Pennington Counsel for James W. Carrel! Estate William D. Leader, Jr. Robert Busby Leader, Bulso Nolan, PLLC 5921 Fishhawk Crossing Blvd. 414 Union Street, Suite 1740 Lithia, FL 33547 aupike@hotmail.com Nashville, TN 37219 (615) 780-4100 bleader@leaderbulso.com Counsel for The Rosemary Grace Dunn 2004 Irrevocable Trust Gayle I. Malone Charles I. Malone Beau C. Creson Paige M. Ayres Butler Snow, LLP 150 3rd Avenue South, Suite 1600 Nashville, TN 37201 Counsel for This day of March 2017. 21K Gary Blackburn #3484 ryant Kroll #33394 213 Fifth Avenue North, Suite 300 Nashville, TN 37219 THE CHANCERY COURT FOR DAVIDSON COUNTY an JONATHAN KING, TAYLOR KING, ?11 and DAVID KING, =3 Plaintiffs; 125$ so i CASE No. ImJo-B?z; -o f, CHANCELLOR 123mg}: 5' DEAN CHASE, 3 I.- Defendant. FIRST AMENDED COMPLAINT Plaintiffs and Counter Defendants, for their causes of action against the defendants state as follows: PARTIES AND JURISDICTION 1. Jonathan King and Mrs. Taylor King reside in the state of Florida David King is a resident of Nashville, Tennessee and the brother of Jonathan King. 2. The defendant, Dean Chase, is a resident of Davidson County, Tennessee and is the principal owner of DR Chase, Inc., a corporation organized under the laws of the state of Tennessee and doing business in Tennessee as a licensed commercial contractor. D.F. Chase is already a party in this case. 3. This claim arises from a series of transactions related to the creation of partnerships for purchase of property in Nashville, Davidson County Tennessee and the intended construction and operation of a boutique hotel to be operated by Virgin Hotels North America and/or Virgin Hotels Nashville, LLC (hereinafter ?Virgin?) or its designees. 4. The breaches of ?duciary duties and other claims asserted herein substantially occurred within Davidson County. Dean Chase has ?led a counterclaim in this lawsuit and has consented to the jurisdiction of this court, and venue is in this county. ALLEGATIONS OF FACT 5. On or about April 15, 2014, David Chase and others formed NV Partners as a Tennessee general partnership. The plaintiffs invested a total of $500,000, consisting of $350,000 from Jonathan King and Taylor King and $150,000 from David King. These funds were wired into an escrow account established for the purchase of the property. 6. When the partnership was formed, David Chase was named managing partner and assigned a substantial percentage of ownership without contribution of cash to the Venture. 7. In June 2014, David Chase was accused of domestic assault. David Chase?s attorney, Mr. Bryan Lewis, contacted General Session Judge Casey Moreland and secured his early release from jail without the customary twelve-hour holding period ordinarily imposed upon alleged domestic violence defendants. When the early release through an ex parte phone call and Mr. Lewis? personal relationship with the Judge were publicly revealed, the matter generated a local ?restonn of adverse publicity. 8. The negative publicity and unfortunate personal habits of David Chase were thought by Virgin to have made him unsuited to the management of the project. Virgin demanded his removal as manager and partner. On or about February 20, 2015, David Chase resigned as managing partner and was replaced by his father, Dean Chase. Dean Chase was then vested with the power to control all partnership decisions. 9. Dean Chase became a manager but was not personally made a partner in the venture. As a result of this status, he owed a ?duciary duty to the partnership and to its members. This duty speci?cally forbade him from making business decisions in his own personal interest, but inimical to the best interest of the partnership. 10. The partnership was obligated on a convertible note from SP Nashville, LLC, on April 15, 2014. SP Nashville was a related entity to Silverpeak Real Estate Partners, a New York Company. The entities will hereafter be referred to as 11. The original principal amount of $4,500,000 was amended by letter agreement of May 28, 2014 among SP, The Partnership, NV Music Row LLC and David Chase, and further amended on October 3, 2014, to increase the loan to $5,500,000, and further amended on June 4, 2015. The property of the Partnership was pledged as collateral for the loan and secured by a deed of trust. 12. The terms of the SP loan permitted SP to convert the obligation into equity. David Chase anticipated that SP would exercise the conversion options. The original Private Placement Memorandum was prepared by the partnership?s law ?rm, Waller, Lansden, Dortch and Davis (hereinafter ?Waller?) under the direction of David Chase and re?ected this anticipation. The PPM was never provided to the partners other than by executive summary. 13. Following David Chase?s arrest, Dean Chase withdrew in excess of $400,000 from D.F. Chase, Inc. in order to hire attorneys and pay for other expenses to defend his son. The point person of these efforts at Waller was Mr. Christopher Dunn, a partner. 14. Mr. Dunn essentially managed the defense although neither he nor the Waller ?rm ever entered an appearance in any court. As a part of their efforts, David Chase agreed to employ the ?rm of Fletcher Rowley and its name partner, Bill Fletcher, for assistance. 15. Subsequent to David Chase?s arrest in June, in July 2014, Waller entered into an agreement with Fletcher Rowley speci?c to the defense of David Chase. Mr. Fletcher was to serve as an ?expert,? the purpose of which was to protect Fletcher?s work from discovery, even though Mr. Fletcher was not expected to be and was not hired to become an expert witness in any matter involving David Chase. The agreement speci?cally provided that Waller would pay the fees and expenses of Fletcher Rowley. 16. During the progress of the criminal case, Dunn met with Fletcher and David Chase?s criminal attorney, Rich McGee, at least ?fteen to twenty times. Dunn reviewed and on at least one occasion rewrote a brief submitted by McGee to a court. Fletcher reviewed papers and public statements on behalf of David Chase. 17. The arrangement with Fletcher Rowley was not in furtherance of the partnership business and was not disclosed to the partners, including the Plaintiffs. Because the partnership was not involved in litigation, the consulting agreement was not in furtherance of seeking expert advice and the partnership had no standing to protect any con?dentiality in the work. 18. The withdrawal of hundreds of thousands of dollars by Dean Chase from D.F. Chase created, in the View of its ?nancial advisors, a taxable event for Dean Chase. As a result, the corporation, which relied upon construction loans in its business, was deprived of substantial capital and Dean Chase was exposed to personal tax liability on the withdrawn funds. 19. David Chase signed a promissory note to his father for the funds advanced, but had no personal means to satisfy the debt. 20. On July 1, 2015, SP advised the partnership by letter to Dean Chase that it intended to call the loan, which had matured on June 22, 2015, rather than to exercise its right to convert its equity. The total due as of July 1, 2015, was $6,105,996.39. Chase knew or in the exercise of reasonable care and diligence should have known of decision, yet failed to take proper precautions including making available other funds. This failure cost the partnership hundreds of thousands of dollars in avoidable expenses. 21. On or about July 13, 2015, the partners met in the of?ce of Steve Kirkam, a partner in Waller and counsel for Dean Chase, D.F. Chase, Inc., and the partnership to discuss the increased value of the land and future of the venture. The partners agreed that a conventional loan should be secured to obtain time for a full value sale. Avenue Bank had given positive indications of its willingness to lend sufficient funds to enable the partnership to satisfy the obligation to S.P. The partners discussed unsolicited offers for the property, one of which was for $18,000,000. 22. Dean Chase provided ?nancial statement forms to each partner on July 9, 2015, and asked for the statements and at least two tax returns from each. He advised the partners: ?Avenue Bank can issue the loan very quickly once they have this information.? Personal ?nancial statements were obtained from the partners for this purpose. Each partner provided a personal ?nancial statement - except for Dean Chase. 23. Although a second PPM was prepared but not completed, none was ever executed or distributed by David or Dean Chase despite multiple requests by partners for documents and materials necessary to present to potential investors to raise capital. Efforts to raise capital from outside investors therefore came to a halt. 24. During the discussions among partners, regarding valuing the land to be disclosed within the anticipated PPM, Partner John Palmer felt that the ?General Partner? should value the land at ?market value? thereby increasing equity in what was anticipated to be a new partnership. Mr. Palmer expressed concern that the property would be contributed but under valued. Others shared this concern. 25. On July 17, 2015, David Chase wrote by email: In answer to everyone?s question regarding the contribution of the land at current ?market value? is different than the appraised ?book value.? We just recently had the property appraised, which came back at $7.5 MM. Although it?s conservative in both Steve and My opinion, the lender is going to require a real time appraisal of the property in their underwriting. Just because we have had offers and we could potentially sell the property for we can just say that?s the value and that?s our equity contribution. Obviously we will see what the value of the lender?s appraisal comes in at when we do the underwriting and will plan to contribute the land at that value, but or without it actually being appraised at that value, will make the deal not pencil out and will substantially hamper any closing with lenders whose appraisal values it at a lower number. This discussion of selling the land at that number, is at ?last resort? option if we cannot raise the LP equity and underwrite the debt with lenders. Hopefully that clears up any confusion. We can meet Monday if anyone wants to while ono is in town. 26. Despite his removal as Managing Partner, David Chase continued to involve himself in discussions with Virgin and the partners. Dean Chase permitted David?s continued interference in the partnership business. 27. Because Dean Chase refused to accept the loan from Avenue Bank, to which Plaintiffs and other parties were in agreement, and failed to participate in raising money, the unpaid, overdue, secured loan from SP continued to. pressure the partners and to threaten the entire project. 28. September 10, 2015, partner John Palmer offered terms to lend the money himself in an email he titled ?Bullet Points on Note.? The context of this offer was in response to capital call pr0posed by Dean Chase and threatened foreclosure by SP. Plaintiff Jonathan King and other partners objected and insisted a capital call should have been discussed with all the partners. 29. Without prior disclosure or vote of the partners as required by the partnership agreement, on September 21, 2015, Dean Chase caused D. F. Chase, Inc. to lend the sum of $6,316,144.32 to NV Music Row, LLC, and to charge an origination fee of $200,000 in favor of a company owned by him. Dean Chase, at the time of the DP. Chase loan was already in negotiations with Virgin and knew that the debt could be repaid quickly. Dean Chase unilaterally rejected Palmer?s offer. 30. The inducement employed by Dean Chase to overcome resistance to this alternative was that he could ?take out SP with the stroke of a pen,? which would permit the partners to further the project without pressure to sell, thereby maximizing the partners? returns on their investments. 31. Waller billed for services on behalf of David Chase, including services of Bill Fletcher and Fletcher Rowley. These services included a focus group, the results of which were communicated to the Davidson County District Attorney, in order to in?uence his decision to dismiss the criminal charges against David Chase. Charges were also incurred for future Chase family work. Billing for these services to NV Partners were presented to Dean Chase and upon information and belief appear to have been paid in whole or in part by NV Partners. Neither the billings nor payments were contemporaneously disclosed to the partners, and were not proper partnership obligations. Discovery is required speci?cally to ascertain what partnership funds were paid for non-partnership work. 32. Virgin sought to exploit Dean Chase?s weaknesses. Virgin began to engage in negotiations to purchase the land intended for development of the hotel. Plaintiffs had insisted to Dean Chase that no weakness be shown, and that the partnership should demand a fair price, should the land be sold. Dean Chase nonetheless revealed his personal ?nancial dilemma and need to close by the year end, thus providing Virgin leverage to seek a better deal at the expense of the partnership. 33. Dean Chase, who had become involved to bene?t his son, found himself in a dif?cult position. Because of the drain of hundreds of thousands of dollars from D.F. Chase to pay absurdly excessive attorney fees on behalf of David, the unanticipated personal tax burden created by this disbursement, and the loan of over 6 million dollars, his and his company?s relationships with their lenders were jeopardized. The availability of construction ?nancing was critical to D.F. Chase?s construction business. 34. In his own best interests and that of DR Chase, Chase determined that the project must be liquidated by the end of December 2015. Mr. Chase, having improvidently acknowledged this need to representatives of Virgin with whom he was negotiating, unilaterally reduced the offering price. Virgin perceived the weakness and reduced its offer on December 1, 2015. 35. Plaintiff Jonathan King wrote Dean Chase, with copies to Waller and the partners: Perception is everything. You must switch your mindset and know that we have something very valuable that they want and need. We got one offer for 10mm without properly attempting to sell one of the most valuable properties in Nashville. Nashville remains on ?re and most major brands want to be there. Don?t loose (sic) sight of the Forrest thru the trees. Please stand your ground, think like your opponent and always be one move ahead. 36. Mr. King urged Chase to reject Virgin?s offer and to increase the price. Dean Chase replied: agree Jono and if I wasn?t up against the wall on my year end that is exactly what I would have done.? 37. Mr. King responded: They need to and do understand what they are getting. I wouldn?t even have the conversation. We have something they need. Time to stand our ground and make sure we get what this is worth. Not let them walk all over us.? 38. Dean Chase responded: ?Tough to ?ght with one hand tired (sic) behind our back.? When reminded by plaintiffs of his promise regarding the extension of his loan for suf?cient time to achieve a fair return, Dean Chase responded, lied.? 39. Plaintiffs and the partners had no power to prevent the below market sale of the property and it was sold on December 9, 2015. Distributions were made on December 23, 2015, and satis?ed Dean Chase?s need for money by year end. Plaintiffs and their fellow partners? only alternative was the loss of the entire investment. 40. Although Plaintiffs received a pro?t from the sale, the purchase price was millions of dollars less than that which could have been obtained through arms-length negotiations and through making the property available to other interested parties, including those known to them. 5 . 41. By failing to issue two which had been prepared and by failing properly to measure outside interests, and by the below market sale of the land, the parties lost the bene?t of the bargain which had been anticipated: to open a hotel property in an area rapidly increasing in value and to sell the property in approximately six (6) years for a substantial pro?t. 42. The Defendant and DR Chase grossly over estimated the return that each partner would receive. The partners requested a precise accounting numerous times. It was never provided. CAUSES OF ACTION BREACH OF FICUICIARY DUTY 43. Dean Chase, at all times material hereto, served as an agent for NV Partnership and its partners, including Plaintiffs. As an agent he owed a ?duciary duty of loyalty and was prohibited ?om acting for himself or for the interests of others, including David Chase. Dean Chase violated his ?duciary duties because: a) He paid or permitted to be paid fees and expenses related to criminal charges against his son David ?om the funds of the partnership; b) He caused D.F. Chase, Inc., a corporation owned and controlled by him, to lend money to the Partnership, rather than pursuing borrowing options free of con?icts. In so doing, fees and interest were paid to D.F. Chase and inured to the bene?t of Dean Chase; c) He negotiated, dominated and controlled the sale of partnership property at less than a fair market value to satisfy the personal needs of himself and DP. Chase, to the detriment of the partnership and Plaintiffs; d) He used his dominance and control to secure funds for himself and DP. Chase in transactions for his bene?t and inimical to the interests of plaintiffs and the partners; and, c) He engaged in self-dealing at the expense of the plaintiffs, the partners and the partnership, for the bene?t of himself and David Chase. t) Dean Chase?s conduct and pattern of self dealing was intentional. NEGLIGENCE 44. Dean Chase, in his management of NV Partners, failed to exercise that degree of diligence, competence and care required of a manager of a partnership formed to acquire, develop, Operate and sell a hotel business. As a direct and proximate result of his negligence, the plaintiffs, partners and the partnership have suffered losses in fees, expenses and pro?t. WHEREFORE, plaintiffs demand judgment from and against Dean Chase in compensatory damages not to exceed $15,000,000 and punitive damages not to exceed $45,000,000 together with the costs of this cause. Plaintiffs request all general relief to which they may be entitled, and demand a jury to try all issues so triable. Respe?lly Submitted, . Gary Blackburn #3484 ryant Kroll #33394 213 Fifth Avenue North, Suite 300 Nashville, TN 37219 Telephone: (615) 254-7770 Facsimile: (866) 895-7272 gblackburn@wgaryblackburn.com bkroll@wgaryblackburn.com .. Ina-?x i: "'33 IN THE CHANCERY COURT FOR THE JUDICIAL DISTRICT AT NASHVILLE, DAVIDSON COUNTY JONATHAN KING, Plaintiff; V. DEAN CHASE, Defendant; DEAN CHASE, D.F. CHASE, INC., . a Tennessee corporation, and SANDRA CHASE Counterclaimant and Third- Party Plaintiffs v. JONATHAN KING and TAYLOR DAVID NV PARTNERS, a Tennessee general partnership; LEE AUSTIN THE ROSEMARY GRACE DUNN 2004 IRREVOCABLE ROBERT and the JAMES W. CARRELL NV MUSIC ROW, LLC, a Tennessee Limited liability company; Counter-Defendants and Third-Party Defendants6.15: ind?Er-Iii ?r "g?igm -. 1. asxf 32 H. . CASE NO. 16-0030-BC CHANCELLOR LYLE DEAN RESPONSE TO PLAINTIFF JONATHAN MOTION TO ANIEND AND MOTION FOR SCHEDULING CONFERENCE Defendant/Counter-Plaintiff Dean Chase (?Chase?) respectfully submits this consolidated Response to Plaintiff C0unter-Defendant Jonathan King?s (?King?) motion to amend his complaint and motion for a scheduling conference. For the reasons set forth below, Chase opposes King?s motion to ?le the proposed Amended Complaint exhibited to his motion, although Chase does not oppose King ?ling an amended complaint that is proper under the Tennessee Rules of Civil Procedure. Further, Chase agrees that this Court should set a Rule 16 scheduling conference, with all parties or their counsel required to attend the conference. This case has a long and tortured history that is pertinent to the present motions. The material procedural history is as follows: King ?led this action as a books and records lawsuit on or about January 12, 2016. At that time, he was represented by Brian Manookian, Brian Cummings, Mark Hammervold, and Rob McGuire. In this case, King has been utilizing certain documents produced under a protective order in the case of David Chase 12. Bid! at at, Case No. 2015-200 in the Williamson County, Tennessee Circuit Court (the ?Williamson County Lawsuit?). On February 3, 2016, King attached certain of such documents as Exhibit 1 to his Response to Defendant?s Motion for a Protective Order. Dean Chase, Sandra Chase, and D.F. Chase, Inc, as non-parties who responded to subpoenas, are presently pursuing in the Williamson County Lawsuit a Petition for Civil Contempt and a Motion for Sanctions against certain of King?s original counsel in this case regarding their dissemination of such materials to the press and King?s use of such documents in this case. In his March 29, 2016 Order in the Williamson County Lawsuit, a copy of which is I attached, Judge Binkley found in part?: I A copy of the March 29, 2016 Order in the Williamson County lawsuit is attached as Exhibit A. 2 Attorneys Mr. Manookian, Mr. Hammervold, and Mr. McGuire now represent the Plaintiff in the unrelated case of Jonathan King v. Dean Chase, Case No. 16-DO3-BC filed in the Davidson County Chancery Court on or about January 12, 2016. On January 6, 2016, Mr. Manookian emailed several attorneys at Waller, Lansden, Dortch 8; Davis, LLP regarding this unrelated King v. Chase matter. Motion for Sanctions, Ex. E. in this email, Mr. Manookian accused Waller of fraud and attempting to cover up criminal activity relating to the King case, citing ?80,000 pages of documents evidencing the same? that Mr. Manookian stated had been produced by counsel for the Non-Parties in this case and were "preserved in [Mr. Manookian?s} custody.? ld. I The documents ?preserved? by Mr. Manookian are the same documents that contained privileged information ordered destroyed or returned and confidential information permitted for use solely in this present case and future related litigation. The October 30, 2015 oral order and corresponding November 6, 2015 written order incorporated the restrictive terms of the August 28, 2015 ?Agreed Order? and ordered the destruction or return of all privileged material. Mr. Manookian did not address whether he complied with this specific court order in his Declaration filed March 17, 2016. Further, Non-Parties attempted to obtain verification from Mr. Manookian and Mr. Hammervold that they have (1) complied with the Court?s November 6, 2015 Order regarding Defendants? obligation to return or destroy any of Non-Parties? privileged documents or information within their custody and control and (2) confirm that they had not used them for any purpose outside of this litigation prior to learning their privileged status." Non-Parties, Ex. AA. Mr. Manookian and Mr. Hammervold avoided directly responding to these two questions. Non Parties, Ex. BB. It is unclear whether the discovery material used by Mr. Manookian, Mr. Hammervold, and Mr. McGuire in this new case was that same information ordered destroyed or returned, but through Mr. Manookian?s own writing, he has admitted to using confidential discovery obtained during this litigation to initiate an alleged unrelated case in violation of this Court?s order. Mr. Manookian'was suddenly unavailable and did not appear at the March 10, 2016 hearing on Non? Parties? Motion for Sanctions.14 Accordingly, he did not directly respond to Non-Parties? specific allegations concerning inappropriate use of discovery. Additionally, Mr. Hammervold admits to the use of confidential discovery provided by Non- Parties in his representation of Jonathan King in the recently filed matter of Jonathan King Dean Chase, an apparent violation of the prohibitive terms set forth in (1) the August 28, 2015 ?Agreed Order?; (2) the Court?s October 30, 2015 oral order; and (3) the Court?s November 6, 2015 written order. Mr. Hammervold asserts that the "Agreed Order? permits the use of Non-Parties? confidential discovery materials for ?future related litigation? and that no violation of Court order has occurred. In his Supplemental Response, Mr. Hammervoid explains in length just how this present matter and King v. Chase are related. The Court, however, reserves ruling on whether the two cases are sufficiently related to permit the use of otherwise protected and confidential discovery materials. 14 in his March 17, 2016 Declaration, Mr. Manookian informs the Court he was needed at a closing. The Court received no notice from Mr. Manookian of his expected absence before this filing. a After certain filings and other procedural activities, on August 12, 2016, Chase ?led a Motion for Judgment on the Pleadings. 9 On September 29, 2016, the Court entered an Order granting in part Chase?s motion for judgment on the pleadings and dismissing King?s claims against Chase as moot. Thus, the only claims remaining in the case were Chase?s counterclaims against King. a After a scheduling conference, on October 28, 2016, the Court entered an Order setting Chase?s counterclaims for trial beginning May 22, 2017. In its October 28, 2016 Order, the Court set a January 6, 2017 deadline to add parties and amend pleadings. a On November 2, 2016, Rob McGuire, one of King?s original counsel, filed a motion to withdraw as attorney of record, which was granted by the Court on November 29, 2016. On December 19, 2017, King, along with his spouse Taylor King, filed in the Davidson County, Tennessee Circuit Court the case of Jonathan and Taylor L. King, individaaiiy and as shareholders of VPartners; and Jonathan King a/a/o David A. King individually and shareholder of Partners; Music Row, NV Partners, GP v. Waller Lansden Dortch Davis, Steven J. Kirkham, Esq; ChristOpher S. Dunn Esq. Does 1?100; and Dean Chase (the ?Circuit Court Case?). King purported to ?le the Circuit Court Case in a pro se capacity. In the Circuit Court Case, King purports to assert a litany of claims against Chase and others relating to NV Partners. King has not served Chase with the Circuit Court Case; and, upon information and belief, he has not served any defendant. [Upon information and belief, King has since voluntarily dismissed all claims against Waller Lansden Dortch Davis, LLP, Messrs. Kirkham and Dunn, and the ?Doe? defendants] On January 6, 2017, in light of the filing of the Circuit Court Case, Chase filed a motion to amend his counterclaim and assert third?party claims in this action. In his proposed amended pleading, Mr. Chase sought to add all partners of NV Partners for the additional purposes of obtaining a declaratory judgment and dissolving the partnership. 0 On January 19, 2017, King ?led, with the permission of the undersigned, a proposed order to substitute his current counsel for Brian Manookian.2 a The Court held a hearing on Chase?s motion to amend on January 20, 2017, and granted the motion by order dated January 25, 2017. The Court granted King?s order of substitution of counsel on January 25, 2017. On March 9, 2017, King filed the present motion to amend and motion for a scheduling conference. 2 It is unclear to the undersigned whether Brian Cummings and Mark Hammervold remain counsel of record for King in this case. Thus, as it stands now: (1) Chase has pending counterclaims and third-party claims in this case that are set for trial on May 22, 2017; (2) King has pending the Circuit Court Case, which he has never served on Chase; and (3) King is seeking to amend his complaint in this case to assert substantive claims of liability against Chase. It is against this background that Chase responds to King?s pending motions. RESPONSE To MOTION TO AMEND King now seeks to amend his ?books and records? complaint to assert substantive claims against Chase regarding the management of NV Partners. King?s proposed amended claims appear to be three?fold: (1) that Chase allegedly caused or allowed NV Partners to pay liabilities that were not partnership liabilities; (2) that Chase allegedly improperly loaned money to NV Partners; and (3) that Chase allegedly caused NV Partners to sell its real estate asset for less than fair market value. Chase denies all such claims; however, they are similar to certain of the claims alleged by King in his complaint in the Circuit Court Case, which has not been served on Chase. King has represented that, upon amendment of his complaint, he will dismiss his pending Circuit Court action. Chase is not seeking to prevent King from asserting claims in a court of law, irrespective of whether such claims have any merit based on the facts and the law. Any claims by King relating to NV Partners should be consolidated in one action and in one forum, as arguably such claims are compulsory counterclaims.3 In fact, Chase?s request for a declaratory judgment in his amended pleading was in direct response to King?s ?ling of the Circuit Court Case. Put simply, 3 At the January 20, 2017 hearing on Chase?s Motion to Amend, the undersigned discussed with the Court Mr. Blackburn?s stated intentions, as new counsel to King, to consolidate the Circuit Court Case into this case Via amendment. all of these matters need to be resolved in one proceeding in the Business Court, so that NV Partners can be dissolved. Chase, however, opposes King?s proposed Amended Complaint because it is littered with impertinent and scandalous allegations that are immaterial to any of King?s purported claims against Chase and the Court should not allow King to ?le such a complaint. The subject allegations include the following: ?David Chase?s attorney [in his criminal case], Mr. Bryan Lewis, contacted General Session Judge Casey Moreland and secured his early release from jail without the customary twelve~hour holding period ordinarily imposed upon alleged domestic Violence defendants. When the early release through an ex parte phone call and Mr. Lewis? personal relationship with the Judge were publicly revealed (Prop. Am. Compl. at 1] 7). . ?Following David Chase?s arrest,Dean Chase withdrew in excess of $400,000 from D.F. Chase, Inc. in order to hire attorneys and pay for other expenses to defend his son. The point person for these efforts at Waller was Mr. Christopher Dunn, a partner.? (Id. at 1113). ?Mr. Dunn essentially managed the defense although neither he nor the Waller ?rm ever entered an appearance in any court. As a part of their effort, David Chase agreed to employ the ?rm of Fletcher Rowley and its name partner, Bill Fletcher, for assistance.? (Id. at ?l 14). ?Subsequent to David Chase?s arrest in June, in July 2014, Waller entered into an agreement with FletCher Rowley speci?c to the defense of David Chase. Mr. Fletcher was to serve as an ?expert,? the purpose of which was to protect Fletcher?s work from discovery, even though Mr. Fletcher was not expected to be and was not hired to become an expert witness in any matter involving David Chase. The agreement speci?cally provided that Waller would pay the fees and expenses of Fletcher Rowley.? (Id. at 1] 15). ?During the progress of the criminal case, Dunn met with Fletcher and David Chase?s criminal attorney, Rich McGee, at least ?fteen to twenty times. Dunn reviewed and on at least one occasion rewrote a brief submitted by McGee to a court. Fletcher reviewed papers and public statements on behalf of David Chase.? (Id. at 1] 16). The arrangement with Fletcher Rowley was not in furtherance of the partnership business and was not disclosed to the partners, including the Plaintiffs. Because the partnership was not involved in litigation, the consulting agreement was not in furtherance of seeking expert advice and the partnership had no standing to protect any con?dentiality of the work.? (Id. at 1i ?The withdrawal of hundreds of thousands of dollars by Dean Chase from D.F. Chase created, in the view of its ?nancial advisors, a taxable event for Dean Chase. As a result, the corporation, which relied heavily upon construction loans in its business, was deprived of substantial capital and Dean Chase was exposed to personal tax liability on the withdrawn funds.? (Id. at 18). a ?David Chase signed a promissory note to his father for the funds advanced, but had no personal means to satisfy the debt.? (Id. at 11 19). a ?Waller billed for services on behalf of David Chase, including services of Bill Fletcher and Fletcher Rowley. These services included a focus group, the results of which were communicated to the Davidson County District Attorney, in order to in?uence his decision to dismiss the criminal charges against David Chase. . . (Id. at 1[ 31). None of the foregoing allegations have any relevance to any issues in this partnership dispute, and are designed simply to continue to harass and attempt to embarrass Dean Chase and other third parties.4 Such allegations may well be included for the purpose of generating media coverage of King?s claims due to the media?s past and present interest in David Chase?s unrelated criminal matter from 2014/2015 and his Williamson County Lawsuit. I On March 6, 2017, King?s counsel requested that Chase agree to the ?ling of a proposed amended complaint. King, through counsel, circulated his proposed Amended Complaint to the undersigned on March 7, 2017, requesting permission to sign an agreed order on behalf of the undersigned. Upon review of the proposed Amended Complaint, undersigned counsel had a telephone conference with King?s counsel to: (1) inform him that while Chase would agree to the filing of an appropriate amended complaint, he would not agree to the ?ling of the proposed amended complaint in light of the aforementioned allegations and the fact that the amended complaint was not within the bounds of appropriate notice pleading, and (2) request that King remove the improper allegations from the proposed amended complaint and make his purported claims through proper notice pleading that include only allegations relevant to any 5Upon information and belief, King?s current counsel simultaneously represent Bil} Fletcher. In addition to being impertinent and scandalous, these allegations appear also to be designed to further some agenda of Mr. Fletcher. 7 purported claims.S Undersigned counsel followed this telephone call with a March 10, 2017 letter, unaware at that time that King had filed this motion with the proposed Amended Complaint. If King wishes to ?le an amended complaint that does not include such redundant, immaterial, impertinent and/or scandalous allegations or similar improper allegations, Chase has no opposition. However, Chase reserves all defenses whatsoever to King?s purported claims. Accordingly, Chase submits that King?s motion to file the proposed Amended Complaint attached to his motion be denied. RESPONSE TO MOTION FOR SCHEDULING CONFERENCE As previously indicated during hearings when this case was simply a books and records lawsuit, Chase has attempted to resolve these matters and wind down NV Partners without involving the other partners in this litigation ?led by King or incurring further or other costs or expenses. Upon the provision of all books and records of NV Partners and meetings with King?s former and current counsel to go through such materials (including a line-item breakdown of each and every transaction of NV Partners, which yielded all partners a pro?t of over Chase apparently mistakenly anticipated that these efforts would end the need for further court action. Thus, Chase agrees that it is now necessary and bene?cial for the Court to hold a Rule 16 scheduling conference with all parties or their counsel required to attend, to set the parameters for the necessary trial preparation, set all discovery deadlines, and reset the trial of this action. 5 TENN. R. CIV. PROC. 12.06 provides that, ?[u]pon motion made by a party before responding to a pleading the court may order stricken ?om any pleading any insuf?cient defense or any redundant, immaterial, impertinent, or scandalous matter.? The allegations in King?s proposed Amended Complaint set forth above are irnpertinent, scandalous, and immaterial, and they are clearly included in the pleading for improper purposes. 8 OJ I Gayle Malo?j?k. (#02388) Charles I. I 116 (#22904) Beau C. Creso (#32049) BUTLER SNOW, LLP 150 3rd Avenue South Suite 1600 Nashville, TN 37201 T: (615) 651?6700 Counsel for CERTIFICATE OF SERVICE I certify that a true and correct copy of the foregoing has been served by email and ?rst- class US. mail, postage prepaid, on the following: W. Gary Blackburn (#3484) Bryant Kroll (#33394) 213 5th Avenue North, Suite 3 00 Nashville, TN 37219 T: (615) 254-7770 gblaekburn?lwgarvblackbum.corn bkroll@wgarvblaokburn.com C0 unselfor Jonathan King, Taylor ing and David King William T. Ramsey Neal Harwell, PLC 1201 Demonbreun Street Suite 1000 Nashville, TN 37203 T: (615) 244-1713 ramsweywt?lnealharwelleom Counsel for James Carrel! Estate Robert Busby 5921 Fishhawk Crossing Blvd. Lithia, FL 33547 aupike@hotmail.com Mark Hammervold Hammervold, PLC 315 Deaderiek St. Ste. 1550 Nashville, TN 37238 mark@ha1nrnervoldlaw.corn this the 1day of March, 2017. 35708712v1 Smith Hyde McKellar Hyde, PLC 411 Broadway, Suite 302 Nashville, TN 37203 T: (615) 866-9674 lhvde@mckellarhyde.oon1 Counsel for Lee Kennedy and Austin Pennington William D. Leader, Jr. Leader, Bulso Nolan, PLC 414 Union Street, Suite 1740 Nashville, TN 37219 T: (615) 780?4100 bleader@leaderbulso.eom Counsel for The Rosemary Grace Dunn 2004 Irrevoeabie Trust Brian Cummings Cummings Manookian PLC 45Musie Square West Nashville, TN 37203 or me creourr ooum' FOR WILLIAmsottgoQii.ttm ?ake-sass AT FRANKLIN - ?f w. DAVID CHASE. oretoeozt i. mw-w'? e. e. PLAINTIFF, . VS. CASE N0. 2015-200 CHASE STEWART, et at, i oerenoams. 3 URDER On March 10. 2016, the Court held a hearing on Non-Parties? (Crean Chase, Sandra Chase. and BF. Chase. inc.) Motion for Sanctions and Noanerties' (CK Global, LLC, NV Music Row, LLC, D.F. Chase, the, Dean Chase and Sandra Chase) (collectively. "Non~Parties") Motions and Supplements for: (1) Entry of Agreed Limited Protectiva Order: (2) Declaration that Ail Parties are Bound by the Order: and (3) Expedited Hearing. Collectively. these Motions. argument from the March 10. 2016 hearing, and a thorough review of the case ?le by this Court, has brought to the Court's attention concerning allegations regarding noncompliance with Court orders. Speci?cally, in connection with the oral Protective Orders issued at the October 20?? and 2015 hearings. and the corresponding written Orders entered on November 7, 2015 and November 6, 2015. respectively. The Court ?nds that these allegations are supported by fact and credible affidavit testimony. warranting serious consideration by this Court. the Court identi?es the following attorneys and firms whose actions in this matter strongly indicate violations of Tennessee Rule of Civil Procedure 37.02 and 53 12in 52 I possible contempt of'th'e'orders of this Court: (1) Brian Manookian and Cummings Manookian. (2) Mark Hammervold and Hammervoid, (3) Rob McGuire and MRRS Law: and' (4) Travis R. Thompson and Miller 8: Martin, Those Parties andior NoneParties affected by alleged violations of Tennessee Rule of Civil Procedure 37.02 and violations of the corresponding Court Orders shall ?le appropriate pleadings for sanctions. listing speci?cally each violation alleged to have occurred and the speci?c injury in?icted upon each party within 10 days of this Order. Should any Party andicr Noni-Party pursue civil contempt andlor criminal contempt, those affected shall file appropriately pied petitions for civil contempt and! or criminal contempt within 10 days of this Order following precisely the well-established case law for bringan such allegations set forth in the Tennessee Court of Appears Eastern Section case Furiong v. 370 329 (Tenn. Ct. App. 2011) and its progeny. Those Parties or NonuParties affected by petitions for sanctions. civil contempt. andfor criminal contempt shall ?le responses within 10 days of entry of each related petition. if required. 1 The Court understands that Travis R. Thompson is no longer with the firm Miller a Martin. PLO. There are, however. two other attorneys of record with the ?rm who represent Andy Gho - Robert F. Parsley and Michael Kohier. 2 info on?d?al .. "are rtec order of the court .. . . . On January 20, 2016, Non?Parties became aware of a deliberate leak to Channel 4 News of certain documents and deposition testimony designated as confidential by Non-Parties and ordered under seal by the Court. Non?Parties? Second Suppiement to Their Motions for: (1) Entry of Agreed Limited Protective Order, (2) Declaration that Ali Parties Are Bound by the Order, and Expedited Hearing, February 23, 2016, Ex. CC. On February 3, 2016, Channel 5 News ran a story that included the same con?dential information and video clips from confidential depositions. NonuParties, Ex. FF. The Scene acknowledged it had obtained the same con?dential information leaked to Channel 4. Non?Parties, Ex. HH. As a result at these leaks, Non-Parties have attempted to obtain veri?cation from all counsel and defendants that they have (1) complied with the Court?s November 6, 2015 Order regarding Defendants? obligation to return or destroy any of Non-Parties? privileged documents or Information within their custody and control, and (2) con?rm that they had not used them for any purpose outside of this litigation prior to learning their privileged status.? Non-Parties, Ex. AA. David Chase and his counsel, Phillip Robertson, ever that neither they nor anyone acting on their behalf provided any confidential documents, con?dential information, or other confidential discovery materials?including. but not limited to information, deposition testimony, deposition transcripts, hard- copies of documents, and communications?produced or otherwise provided by Non- Parties to Jeremy Finley, Channel 4 News, Channel 5 News, or any other member of the media, Non-Parties, Ex. G. On March 7, 2016, Defendant Andy Oho and his counsel, Miller Martin. PLLC. similarly certi?ed that neither they nor anyone on their behalf leaked con?dential materials to the media. 0n the same day, Jason Ritzen and his counsel, Hooper, Zion a tilloltlarnee1 PLLC, made the same certi?cation. Mr. Hammervold ?led a dupplementai Response to Non-Parties Motion for Sanctions within which he certi?es he did not disseminate any of the materials provided by Non?Parties to the media, to any unauthorized third person, or to his clients. Non?Parties accepted these certi?cations from Parties and their counsel. Neither of the remaining defense counsel, Mr. Manookian or Mr. McGuire, has filed similar. veri?cations. Instead, Mr. Manookian provided the Court with an unsubstantiated explanation as to why he cannot file a verification.2 Mr. McGuire has filed no response. II. The ?AnreeLLimited Protective Order? between Partigs and Non- Partieo, and the Court?s November 6, 2015 and Hoyt-amber 2015 Orders binding on all Parties and Non-Panties in this matter. Primarily, the Court has issued two oral orders and corresponding written orders in this matter. These orders designated certain discovery materials protected as confidential and ordered the return or destruction of inadvertently disclosed privileged information. In its most recent Order ?led March 23. 2016.the Court enumerates what documents and ?lings it has placed under seal pursuant to these orders. In this Order, the Court addresses those standing protective orders under which all Parties and Non~ Parties are subject. 2 Declaration of Brian Manookian Filed in Camera received March 17. 2016. Protected information contained within the Declaration redacted on March 23. 2016 and entered the same day. 4 a. me contains Pc?ve Qrder.? Before the production of any documents or deposition testimony in this matter, the Ncn~Parties. the Parties, and all counsel entered into an "Agreed Limited Protective Order" on August 28, 2015. Non-Parties, Ex. A. By its terms. the "Agreed Order" restricted the disclosure of confidential documents and testimony to certain de?ned individuals, specifying that all documents or- deposition testimony designated as confidential by Non-Parties could only be used to prosecute. defend, or attempt to settle this litigation or future related litigation. id. B. October 20, 2015 hearing on Plaintiff?s Exgeo?ited Matty: for Sanctions. Protective Orders and Other- Retated Retief and the (30qu November 7, 2015 Crete?I on the October 20. 2015 hearing. On October 19, 2015, attorney Brian ?led a Response to Plaintiff?s Expedited Motion for Sanctions, Protective Orders, and Other Related Reiief on behalf of his clients Chris Stewart. Emily Stewart. Jason Ritzen. Susan Martin, Lino Lovrenovic and Clayton McKenzie. This ?ling attached as exhibits transcripts of deposition testimony? and a document containing a text message snichange.?5 previously designated by Non-Parties as con?dential during discovery. The Response additionally included quotes containing Non-Parties' inadvertently disclosed privileged information. This ?ling was not submitted under seal. As a result of this filing, Non-Parties counsel, Marcus Crider, attended the October 20, 2015 hearing on Plaintiff?s Expedited Motion for Sanctions, Protective For the purposes of this Order, the Court refers to its Orders by the date they were signed by the Court. This Order was stamped entered by the Clerk on November 9. 2015. Dean Chase's deposition transcript was attached to Mr. Menookian's Response as ?Exhibit Sandra Chase's deposition transcript was attached to Mr. Mancokian's Response as ?Exhibit 5 The text messages were attached to Mr. Manobkiart?s Response as ?Exhibit 5 Orders, and Other Related Reliant requesting that all ?lings and exhibits containing or referencing Non-Parties? con?dential information-e?inciuding Mr. Manookian's October 19, 2015 Response and exhibits?be filed under seal. The Court granted this request. Further, the Court ordered Defendants and their counsel to return or destroy all copies of Non-Parties? inadvertently disclosed privileged information. The Court memorialized its October 20. 2015 order in its November 7. 2015 written Order'granting Non-Parties? oral motion to seal. Non-Parties, Ex. Q. Speci?cally, the Order ordered (1) Mr. Manookian?s October 19. 2015 Response and exhibit be ?led under seal pending the October 30, 2015 hearing on Non-Parties Joint Motion for Protective Order; (2) all ntaterials previously produced by Non-Parties in this action be treated as con?dential and only filed under seal pending the October 30. 2015 hearing; and all transcript and video of deposition testimony previously given by Dean Chase and Sandra Chase be treated as con?dential and only ?led under seal pending the October 30, 2015 hearing. This Order applied to all parties invoIVed in this case. C. The October 30. 2015 hear-inland the Court's corresponding November 6, 2015 gang. On October 30, 2015, the Court held a hearing on (1) Non-Parties, Joint Motion for Entry of .9 Protective Orders filed on September 14, 2015; (2) Non?Parties? additional Joint Motion for Protective Onion? Bill Fletcher's Motion for Entry of a Protective Order; and (4) David Chase's Motion to Join in Non~Parties? Joint Motion for Entry of a 6 The Motion requested the Court order all discovery materials designated by the Non-Parties as confidential to be treated as such until a less-burdensome means for identifying non-confidential materials could be identi?ed. 7 The Motion requested the Court issue an Order prohibiting Defendants from discovering privileged documents, information. and communications relating to Btil Fletcher?s duties as a non-testifying consulting expert concerning the Anticipated Litigation. it additionaity requested the Court designate the entirety of Dean and Sandra Chase's depositions as con?dentiat. - 8 Protective Order. The Court granted Non-Parties the relief they sought. The Court memoriaiized its October 30, 2015 orsi grant of relief- in its November 6, 2015 Order ordering: 'Within one week of the entry oi this Order, counsel for the Parties shall return or certify as having been destroyed or deleted all documents designated as privileged by the Nonparties, including any electronically~ stored information and communications text messages, emails, letters, etc), to the extent any such documents are within such documents are within the custody or control of. the Parties or their counsel. The information contained within such documents shall not be used or disclosed by the Parties or their counsel for any purpose. The Order additionaliy incorporated by reference and modified the August 28, 2015 ?Agreed Protective Order. id. The Agreed Protective Order is modi?ed to permit the Nonparties to designate documents as "confidential" in the manner in which such designations have been made, and any and all documents so marked by the Nonparties shall be protected from disclosure consistent with the terms of the Agreed Protective Order and in accordance with this Order. This Order unequivocally applies to all parties in this case, a fact that was made clear at the October 30, 2015 hearing and is evidenced in the case caption and context of this cited Orden ll. conduct of Attorney Brian Manookian and Cummings Manookian, PLC. The facts of this matter indicate that Mr. Manookian and his firm Cummings Manookien, PLC violated the Court?s orders by disclosing to third?parties documents, testimony, or information designated as con?dential by Non~Parties; (2) retaining documents designated as privileged by Non-Parties and ordered by the Court to be destroyed or returned; and (3) use of Non-Parties confidential discovery material for unrelated litigation. A. es? media . On January 20. 2016. David Chase's counsel. Phillip Robertson. reported to Non-Parties? attorney, Mr. Edwards. that he had recently received a telephone call from Jeremy Finley at Channel 4 News alleging receipt of certain materials related to this case. NonaParties, Ex. CC. Speci?cally, Mr. Robertson stated that Mr. Finley told him he had received before the holidays a "ton" of documents from an unnamed source. id. These documents included excerpts of the transcripts from Dean and Sandra Chase's con?dential depositions as well as certain con?dential text messages. id. On January 29, 2015, Mr. Robertson forwarded twa emails that Mr. Finley sent to him on January 27. 2016. Non-Parties, Ex. DD, EE. The ?rst email attached four pages of text messages that Non?Partles had designated and labeled as con?dential. Non- Parties, Ex. DD. All four of these pages were previously included as part of ?Exhibit of Mr. Manookien's October 19. 2015 Response. The second email contained ten pages of excerpts from the transcripts of Dean and Sandra Chase's deposition Non-Parties, Ex. EE. Both sets of attached excerpts still had the exhibit stickers from the October 19. 2015 Response affixed to them. id. The Court notes that soon after this initial leakt several other news sources obtained and used this confidential information.? On February 3. 2013, Channel 5 ran a story that inciuded the some confidential text messages, same excerpts of Dean and Sandra Chase's deposition. and video of that same deposition. NonvParties. Ex. FF. The Tennessean ran a story on Chennai 5's coverage. Non-Parties. Ex. (-36. The Scene acknowledged at it had obtained the same confidentiai information leaked to Channel 4. Non-Parties. Ex. HH. And. the Nashville Post ran an artists based on the information leaked to the Nashville Scene. Non?Parties. Ex. ii. 8 5B. .. reso unauthorized third-games. In an email written to Non-Parties, Mr. Manookian strongly indicates that his documents leakagrto client, Clayton McKenzie. had a role in leaking the con?dential documents: [D]id Mr. Finley indicate who the ?source? may be? I would note that Clayton McKenzie never agreed to keep any materials con?dential; nor was he required to at any time prior to October 20. 2015 . . . NonuParties, Ex. 3. Mr. Manookiao first made this argument on December 2. 2015 in an email to Ms. Fenelon. the attorney for Non?Parties. Non-Parties, Ex. 2. In the December 2, 2015 email. Mr. Manookian contends that NonuParties never requested Mr. McKenzie be bound by the August 28. 2015 ?Agreed Protective Order.? id. He further stated that: "He does not now nor'has he ever agreed to be bound by this Order. Mr. McKenzie takes the position that the only limitation on his use or dissemination of these materials occurred upon Judge Binkiey's oral ruling, which only happened quite recently.? id. The Court does not agree with Mr. Manookiao's position. A review of the ?Agreed Protective Order? and the exhibits attached to Non- Parties? Second Supplement to Motions for (1) Entry of Agreed Protective Order; (2) Declaration that at! Parties are Bound by the Order; and Expedited Hearing documenting the drafting of the Order strongly indicates that Mr. McKenzie was bound by the August 28, 2015 ?Agreed Order." Regardless, Mr. Manookian was bound by the "Agreed Order's? terms of con?dentiality irrespective of whether Mr. McKenzie was similarly bound. Non-Parties only delivered discovery to those attorneys who signed the ?Agreed Order.? If Mr. Manookiao maintains that it was Mr. McKenzie who disclosed con?dential information. certainly Mr. Manookian himself is implicated in this disclosure 9 as the actual recipient of Non-Parties discovery. The Court. however. reserves ruling on whether the above email eXohange constitutes a confession of disclosure of confidential information and whether a violation of the ?Agreed Limited Protective Order" constitutes contempt or is sanctionabie under Tenn. R. Civ. P. Rule 37.02. .. .. rder? and discovers! of Non-Parties confidential information. On July 20. 2015, Mr, Manookian issued subpoenas to Non-Parties. These subpoenas required that each Non-Party produce thirty-nine categories of documents and that Dean Chase and Sandra Chase provide deposition testimony. The subpoenas were issued on behalf of ?Defendant,? but do not indicate which Defendant party or parties. On August 24. 2015. Frances Fenelon, counsel for CK Global. LLC and NV Music Row, LLC. emailed Mr. Manockian a draft of a proposed protective order regarding Non-Parties? document production during the course of this litigation. Non- Parties, Ex. C. The signature blocks of this initial draft identi?ed the various counsel believed to represent Defendants. but left blank spaces below their respective names for each attorney to identify which Defendant or Defendants he or she represented. id. In response to this proposed protective order, Mr. Manooklan proposed his own draft of an entirer new protective order. Non-Parties, Ex. D. Mr. Manookian included in his draft signature blocks which identi?ed defense counsel and the individual Defendants whom they represented. id. Specifically. Mr. Manookian stated in his draft that he represented 10 only Chris Stewart, Erniiy Stewart, Jason Ritzen. Susan Martin. and Line Lourenovio.9 id. On August 24. 2015. in the email accompanying this draft, Mr. Manookian stated, have not discussed or circulated this order with the other co-defendants. and obviously have no authority to agree to it on their behalf. i will, however, do my best to get everyone?s sign-off ones you approve." id. Mr. Manookian's draft served as the template from which Ms. Fenelon, and he worked throughout the remainder of their negotiations on the scope of the protective order.? Non?Parties, Ex. E. During the course of these negotiations, Mr. Manookian again resumed of obtaining the approval of defense counsel. ?i can handle getting this distributed to Defense counsel If you will address it with Plaintiffs counsel.? id. On August 26. 2015. Mr. Manookian entered an appearance as counsel of record for Defendant Clayton McKenzie at the deposition of Plaintiff. David Chase. Non~ Parties, Ex. G. Non-Parties were not aware of Mr. Manookian's representation of Mr. McKenzie at this time because Mr. Man'ookian had barred counsel for Non-Parties from attending this deposition on the basis that deposition proceedings were presumptively private. Non-Parties, Ex. F. On August 28, 2015, Mr. emailed Ms. Fenelon stating: have secured Defense counseis? approval for the protective order we agreed to." Non-Parties, Ex. H. He then directed Non~Parties? counsel to sign on their behalf. id. in a separate email to Ms, Fenelon from the same day, Mr. Manookian agreed that "the Order is binding on me and my clients at the time it is signed with permission as opposed to 9 Mr. Manookian omitted Defendant Clayton McKenzie from his own signature block and his proposed protective order in its entirety. Non-Parties. Ex. D. 1? Although the parties made some modifications to Mr. Manookian's draft, the signature blocks prepared by Mr. Mancunian remained unchanged. Non-Parties. Ex. E. 1 1 entered by the Court.? NonuPartr'es, Ex. I. Later that day, Non-Parties counsel signed the "Agreed Protective Order" with defense counseis' permission. filed the Order with the (Zoom11 and began producing documents and information to Defendants. At no time prior to the signing at the ?Agreed Protective Order? did Mr. Menookian correct his signature block to reflect his representation of Clayton McKenzie. Nor did he notify Non- ?Parties? counsel that he now represented Defendant McKenzie. On October 1, 2015. Mr. Manookian emailed Marcos Crider, counsel for Non- Parties Dean Chase, Sandra Chase. and ELF. Chase, lnc., asking whether Non-Parties would object to Defendants providing Sandra Chase?s deposition transcript to the media and promising to abide by NonuParties' response. Non-Parties, Ex. K. Mr. Crider objected to the disclosure of both Dean and Sandra Chase?s depositions to anyone and designated the entire depositions as con?dential. id. On October 2, 2015, after Mr. Crider had made NonvParties' position on the depositions clear to all parties, the court reporting agency transmitted the video and transcripts of the Dean and Sandra Chase depositions to Mr. Crider and Mr. Manooklan. Non?Parties, Ex. L. Ex. M. These facts establish that (1) Mr. Manookian represented Mr. McKenzie at the time of granting Ms. Feneion the authority to sign the "Agreed Protective Order" on behalf of him and all of his clients; (2) Ms. Pension signed the ?Agreed Protective Order" on behalf of Mr. Menookian and all of his clients: (3) Mr. Manooitian and all of his clients were bound by the terms of the order at the time of signing; and Mr. Manookian did not receive any con?dential discovery prior to his signing of the ?Agreed Protective Order." While filed. the Court itself did not sign and enter the "Agreed Limited Order." instead. the court adopted the Agreed Order by reference in the October 301 2015 oral order and November 6, 2015 written order. 12 2. The Deotagtion of Brian Mancunian Fiteg in camera. On March 17, 2016, Mr. Manooklan hand-delivered to the Court a ?ling labeled Declaration of Brian Manookian Filed in Camera in response to the March 10, 2016 hearing. The Court reviewed this Declaration and detennlned that it contains information protected by Coun order. Speci?cally, it contains excerpts and references to Dean Chase and Sandra Chase?s con?dentlai deposition testimony. Due to the relevance of the information contained in Mr. Manookian?s Decisration. however, the Court redacted the protected information from the original and placed this censored ?ling in the case tile. In this Deoiaratr?on, Mr. Manookian states that he became concerned during the deposition of Non-Parties that he might have an obligation as an attorney to report criminat conduot. After signing the "Agreed Protective Order? and verbally agreeing to maintain the con?dentiality of Dean and Sandra Chase's deposition transcripts, Mr. Manockian received copies of the transcripts on October 2. 2015. Over the next four days Mr. Manookian consulted with several criminal defense attorneys, David Raybln, Eli Richardson. and Kim Hodde. Mr. Manookian maintains that, with his permission, Ms. Hedda contacted the us. Attorney's Office on October 6, 2015. resulting in the Ottice's request for a meeting. On October 8. 2015. Ms. Hodde accompanied Mr. Manookian to the Federal Courthouse in Nashville. There, the taro met with attorneys from the us. Attorney?s criminal division and the Federal Bureau of Investigation. During this meeting. Mr. Manockian distributed discovery materials designated as con?dential by Non-Parties, including transcripts of Dean and Sandra Chase?s depositions.12 ?2 The Court notes that Mr. Manookian has not supported this Declaration with any thirduparty affidavit or corroborating evidence. instead. Mr. Manookian retiss entirst on his own accounting of events. 13 Mr. Manookian maintains that due to this disclosure1 he cannot broadly certify that he has not disseminated portions of Non~Parties' discovery material to third-parties. Mr. Manooktan does, however, state that he has complied with the Court?s October 20, 2015 oral order protecting all materials Noanarties designate as con?dential. He further states, ?l have not disseminated con?dential materials in this case in violation of a court order." Mr. Manookian neglects to state whether at- eny point during this litigation he ever disclosed discovery materials designated as con?dential to media outlets. intentionally or otherwise. Further. a review of both Mr. Manookian's Declaration and his March 7, 2016 Motion to Strike and Response to Non-Parties? Motion for Sanctions13 shows that Mr. Manookian declines to address compliance with the second portion of the Court's October 20, 2015 oral Order and the more recent November 8, 2015 written Order; ordering the return or destruction of documents designated as privileged by the Non- Parties. Nor does he address his apparent use of Non?Parties? con?dential discovery materials In a newly tiled civil case in Davidson County. 0. Retention of documents deal eon?d ntial discovery for unrelated litigation. On October 9, 2015? counsel for Non-Parties mailed copies of its Joint Motion for Entry of?Protective Order and exhibits to all parties in this case. Non~Farties, Ex. 0. This mailing inadvertently contained certain information designated as privileged by Non? Parties. id. On October 12, 2015, Heath Edwards. on behalf of Non?Parties. noti?ed the parties of this error and requested a return of that privileged information unopened. id. ?3 The Motion alieges Non~Parties' Motion for Sanctions is an incorrectly titted tiling for criminal contempt that should be stricken as faciatly and fatally insufficient. 14 At the October 20, 2015 hearing. the Court ordered Defendants and their counsel to return or destroy all copies of Non-Parties privileged information as a result of Non- Panles' request. On October 21. 2015. Mr. Manookian emailed Mn Crider stating, ?We confirmed that the paper copies of your materials was [sic] destroyed as requested. and I have now deleted the electronic copy." Non?Parties. Ex. P. Mr. Menookian also noted that he had taken precautions to ensure" that these privileged materials were provided only to the Court and attorneys for the parties of this action. id. At the October 30, 2015 hearing, the Court directly asked Mr. Manookian whether he had ?any problem with returning or certifying that [the privileged documents] have been destroyed.? Non-Parties, Ex. at p. 23. Mr. Mancokien represented to the Court, "i'm going to destroy them. We?li send them back. but i don't want to waive an argument that they possibly waived privilege by sending them . . . id. at 24. The Court then stated to Mr. Manookian. don't want any conditions attached to it . . . if you would, please return all of those documents without condition and certify that they've either been destroyed, or returned them all. if you would. please, sir." id. Mr; Manookien simply responded, ?i will.? id. at 25. The Court memorialized its October 30, 2915 oral grant of relief in its November 6. 2015 Order ordering: Within one week of the entry of this Order. counsel for the Parties shall return or certify as having been destroyed or deleted all documents designated as privileged by the Nonparties, including any electronically? stored information and communications text messages, emails. letters. etc), to the extent any such documents are within such documents are within the custody or control of the Parties or their counsel. The information contained within such documents shall not be used or disclosed by the Parties or their counsel for any purpose. Despite the clear orders of the Court, Mr. Mancokian has seemingly chosen to ignore 15 the Court?s directives. Attorneys Mr. Manookian, Mr. Hammervold, and Mr. McGuire now represent the Plaintiff in the unrelated case of Jonathan King v. Dean Chase, Case No. 16-003-80 ?led in the Davidson County Chancery Ocurt on or about January 12, 2016. On January 6, 2018, Mr. Manookian emailed several attorneys at Weller, Laneden. Dortch Davis, LLP regarding this unrelated King v. Chase matter. Motion for Sanctions. Ex. E. in this email. Mr. Manooklan accused Waller of fraud and attempting to cover up criminal activity relating to the King case, citing "80,000 pages of documents evidencing the some? that Mr. Manookian stated had been produced by counsel for the Non-Parties in this case and were ?preserved in [Mt Manookian?s] custody." id. The documents ?preserved? by Mr. Manookian are the same documents that contained privileged information ordered destroyed or returned and con?dential information permitted for use solely in this present case and future related litigation. The October 30, 2015 oral order and corresponding November 6, 2015 written order incorporated the restrictive terms of the August 28. 2015 "Agreed Order" and ordered the destruction or return of all privileged material. Mr. Manookian did not address whether he complied with this specific court order in his Declaration tiled March 17. 2916. Further, Non-Parties attempted to obtain veri?cation from Mr. Manookian and Mr. Hammervoid that they have (1) complied with the Court's November 6. 2015 Order regarding Deiendents? obligation to return or destroy any of Non?Parties' privileged documents or information within their custody and control and (2) con?rm that they had not used them for any purpose outside of this litigation prior to learning their privileged status." Non-Parties, Ex. AA. Mr. Manooklan and Mr. Hemmervoid avoided directly 16 responding to these two questions. Non-Parties. Ex. BB. it is unclear whether the discovery material used by Mr. Manookian, Mr. Hammervold. and ivir. McGee in this new case was that same information ordered destroyed or returned, but through Mr. Manookian's own writing. he has admitted to using con?dential discovery obtained during this litigation to Initiate an alleged unrelated case in violation of this Court's order. Mr. Manookian was suddenly unavailable and did not appear at the March 10, 2016 hearing on Non-Parties? Motion for Sanctions. 1? Accordingly, he did not directly respond to Non-Parties? speci?c allegations concerning inappropriate use of discovery. Should any Party or Non-Party intend to tile a motion for sanctions andlor petition for civil andlor criminal contempt to address the actions of Mr. Manookian and Cummings Manookian, PLC, they are directed to do so within 10 days of this Court Order. ill. Conduct of Attorney Mark ?ammenrold and Hamrnertreid,I PLO. Mr. Hammervold and Hammewold, PLO ?led their Supplemental Response to Non-Parties? Motion for Sanctions on March 17. 2016 on behaif of Lino Lovrenoyic. Bryan Everett, Susan Martin, and Clayton Martin.1a in this filing, Mr. Hammervoid represents the foilewtng as an of?cer of the court: (1) he has not disseminated any of the materials from Non-Parties' production to the media. to any unauthorized third person or entity, or to his clients in this case; and (2) he has not disseminated any 1" In his March 17. 2016 Declaration. Mr. Mancckian informs the Court he was needed at a ciosing. The Court received no notice from Mr. Mancokien of his expected absence before this ?ling. ?3 Mr. Hammervoid lnexplicabiy refers to defendant Clayton McKenzie as Clayton Martin in the body of his motion and styling of the case. To the Court's knowledge, Mr. Hammervold does not represent Mr. McKenzie in this matter. Mr. Manooicisn has ccnsistentiy repreSented Mr. McKenzie since this case's inception. The Court has no record of Mr. Hammervoid snterin an appearance or ?iing on behalf of Mr. McKenzie before this filing. in spite of this. Mr. Hammervold purports to represent Mr. McKenzie. 17 record of Non~Perties? depositions to-the media, to any unauthorized third person or entity, or to his clients in this case. Absent from this certification is con?rmation that Mr. Hammeryold destroyed or returned Non?Parties? privileged information per the Court?s order. Additionally, Mr. Hammervold admits to the use of con?dential discovery provided by NonvParties in his representation of Jonathan King in the recently filed matter of Jonathan King v. Dean Chase. an apparent violation of the prohibitive terms set forth in (1) the August 28. 2015 "Agreed Order"; (2) the Court?s October 30, 2015 oral order: and (3) the Court?s November 6, 2015 written order. Mr. Hammewold asserts that the ?Agreed Order" permits the use of NonuPartles? con?dential discovery materials for ?future related litigation" and that no violation of Court order has occurred. In his Supplemental Response, Mr. Hammervold explains in length just how this present matter and King v. Chase are related. The Court. howeyen reserves ruling on whether the two cases are sufficiently related to permit the use of otherwise protected and confidential discovery materials. Should any Party or Non?Party intend to ?le a motion for sanctions andlor petition for oile andfor criminal contempt to address the actions of Mr. Hammewold and Hammervold, PLC. they are directed to do so within 10 days of this Court Order. IV. Conduct of Attorney Rob McGuire and MMRS Law. Attorney Rob McGuire and MMRS Law are counsel of record for Defendant Lauren Bull in this matter. Mr. McGuire has ?led no veri?cation denying hls, his ?rm?s, or his client's involvement in the disclosure of Non?Parties? con?dential discovery materials to unauthorized third-parties. Nor has Mr. McGuire veri?ed that he has not retained privileged documents ordered destroyed or returned. Nor has Mr. McGuire verified that 18 he has not used con?dential discovery materials in unrelated litigation. Both Mr. Manooklan and Mr. Hammervold indicate Mt. McGuire serves as oo-counsel for Jonathan King in the recently filed King v. Chase matter, but. again, the Court has not heard from Mr. McGuire on the issue. -: on and Mille?Martin. Fag. Attorney Travis R. Thompson and Miller a Martin, PLLC ?led a Response to Non- Parties? Joint Motion for Entry of Protective Order on behalf of defendant Andy Che on October 26, 2015. Pursuant to the Court?s October 20. 2015 oral Olden memorialized in the November 7, 2015 written Order; all transcripts and video deposition testimony previously given by Dean Chase and Sandra Chase were deemed to be con?dential and ordered to be ?led only under seal pending the October 30. 2015 hearing on Non- Parties? Joint Motion for Protective Order. in review of these pleadings, the Court notes that the body of Defendant Cho's Motion contains speci?c quotations to the con?dential testimony of Dean Chase and Sandra Chase given at deposition, ?led in direct violation of the Court?s Order. While it is not alleged that Travis R. Thompson and Miller 8: Martin, PLLC directly submitted protected materiai to third-parties, they did tile their Response in such a manner that would allow any member of the public access to confidential and protected third-party material. This document remained available until the Court itself pieced it under seal on March 19, 2016 during its extensive review of the case ?le. Should any Party or Non?Party intend to ?le a motion for sanctions and/or petition for civil andior criminal contempt to address the actions of Mr. Thompson and Miller Martin, PLLC. they are directed to do so within 10 days of this Court Order. 19 VI. CONCLUSION it is unclear speci?cally when unauthorized third-parties received Non~Parties? confidential and protected discovery materials. but the timeline indicates that disclosure occurred sometime after the October 20, 2015 hearing?after which all Parties. Noo- Parties. and their counsel were unequivocally bound by Court order. The Court finds that the above outlined allegations are supported by fact and credible affidavit testimony, warranting serious consideration. Accordingly, the Court identi?es the following attorneys and firms whose actions in this matter strongly Indicate violations of Tennessee Rule of Civil Procedure 37.02 and 02 and possible contempt of the orders of this Court: (1) Brian Manooklan and Cummings Manookian, Mark Hammervold and Hammervold, (3) Rob McGuire and mans Law; and (4) Travis R. Thompson and Miller 8. Martin. PLLC. Those Parties andior Non?Parties affected by alleged violations of Tennessee Rule of Civil Procedure 37.02 and violations of the corresponding Court Orders shall ?le appropriate pleadings for sanctions, listing speci?cally each violation alleged to have occurred and the specific injter inflicted upon each party within 1% of this Order. Should any Party and/or Non-Party pursue civil contempt andior criminal contempt, those affected shall ?le appropriately pied petitions for civil contempt and! on criminal contempt within of this Order following precisely the well-established case law for bringing such allegations set forth in the Tennessee Court of Appeals Eastern Section case Furtong v. Furiong. 370 329 (Tenn. Ct. App. 2011) and its 20 progeny. Those Parties or Non-Parties affected by petltlons fer sanctions. civil contempt. and/or crimlnal cuntempt shall ?le responses within 3% of entry of each related petition. tf required. IT IS SO ORDERED. ENTERED this . .. of March, 2013. 3' Circult Court Judge, Division 21 I hereby certify a true and exact copy of the foregoing Orderwae mailed, postage prepaid. andlor emailed, and/or faxed, to: Philip L. Robertson Brittany M. Bartkowiak Robertson Law Group 1898 General George Patton Ste 880 Franklin, TN 37087 815.858.1729 Fax 815.655.1738 probertson@robertsonlg.com brittany@roberteonlg.cem Attorneys for David Chase Robert F. Parsley Travis R. Thompson Michael Kohler Miller 8 Martin 832 Georgia Avenue Ste 1200 Chattanooga, TN 87402 423.755.8800 Fax 423.785.8480 bpareley@millermattln.com tthompeon@millennertin.com Attomeys for Andy 000 Rob McGuire MMRS Law 114 3:11h Avenue South Nashville, TN 37212 815.840.8253 Fax 815.982.8512 Attorney for Lauren Bull Gayle I. Malone Jr. Charles I. Malone Beau C. Cresen Butler Snow, LLP The Pinnacle at Place 150 Third Avenue South Ste 1800 Brian Cummings Brian Manookian Cummings, Manookian, PLC 102 Woodmont Blvd, Ste 241 Nashville. TN 37205 815.345.0252 Fax 615.383.1235 Altomeys for Chn's Ste wart, Emily Ste wart, Jason Ritz-en, Susan Media, and Lino Lovrenovic, Bryan Everett, and Clayton McKenzie Mark Hammervold Hemmewold PLC 315 Deaderick St. Ste. 1550 Nashville, TN 37238 815.828.2488 Attorney for Lino Levmnovlo, Susan Mame, and Bryan Everett David Hooper Hooper, Zinn. McNamee 109 Westpark Drive Ste 300 Brentwoed. TN 3702?? 815.881.5472 Fax 815.851.5473 . dhooper@hooperzinn.com Attorney for Jason Ritzen Marcus M. Crider Heath Edwards Waller, Lansden, Dortch 8: Davis, LLP 511 Unlon Street Ste 2700 Nashville, TN 37219-1750 Attorneys for Non-Parties Dean Chase, Sandra Chase, and D. F. Chase, Inc. 22 Nashville, TN 37201 Attorneys for Non-Parties Dean Chase, Sandra Chasa, and DP. Chase, Inc. Ronald Harris 2000 One PEace 150 Fourth Ave. North Nashville, TN 37201 Fax 6153260573 Attomey for Intervening Party Media, Inc. This the Q9 day of March, 2016. Frances Fanelon Waller. Lansden, Dortch Davis. LLP 511 Union Street Ste 2700 Nashville. TN 37219-1760 Attorney for Non-Perms CK Globai, LLC and NV Music Row, LLC Paul McAdam: Aaron Sanders. PLLC 610 Dominican Dr. Ste. 208 Nashville, TN 37226 615.734.0991 Attomey for Channel 4 News (Party has not yet ?led in this metres but appeared at the Match 10', 2016 Hean?ng) 612/311-9172; circuit Court Clerk 23