r-A rd I- ll'-J NI -Fr l'-ROCA LAWYERS I i 53 Tucson. Arizona 35?0l-lI5lI F-Icsilrlilte No.2 612-3933 Telcphorte: (520) 622-23090 I: . . John N. Iurino. Pima County No. 23404 Direct Dial: (5201 5294432 %m -- Direct Fiat: [520] E-mail: Jiurirnofilrlamcom Sivan R. Kom, Pima County No. 6.5-9| 3 Direct Dial (5 2-0] 53li--'l'T2l Direct Fax (5-20] E-mail: Skornfilrlamcorn Attorneys for Plairliff Janrs A. Green SUPERIOR COURT OF ARIZONA COUNTY OF PIMA 020081561 JAMES A. GREEN, an unmarried man, Plaintiff, COMPLAINT vs. (Breach of Contract) LISA FRANK, an unmarried woman, and LISA FRANK, INC., an Arizona corporation, (Assigned to JQHN F. KELLY Defendants. For his Complaint, Plaintiff James A. Green ("Green") alleges: 1. Green is an unmarried man residing in Pima, County, Arizona. 2. Defendant Lisa Frank is an unmarried woman residing in Pima County, Arizona. 3. Defendant Lisa Frank, Inc. is an Arizona corporation. 4. This Court has jurisdiction over this action and venue is proper. 5. Green owns 49% of the stock in Lisa Frank owns 51% of the stock in LFI, is the Chairman of LFI's board of directors, and is its sole decisiommakcr with respect to the matters asserted in this Complaint. 6. On September 29, 2006, Green and Lisa Frank agreed to settle certain disputes between them in a settlement conference before Judge Carmine Comelio and also agreed that their settlement ("Settlement Ageement") was binding on them individually and on LFI. fl fi?n fi~--i I--I- l\J' r-n 41 I- 0% O0 I--I MI I--I IO [0 LA) l'-J -321- IO Ch bl 00 liC,l.CA 7. On March 2, 2007, Green and Lisa Frank signed a Marital Settlement Agreement which further documented the settlement reached on September 29, 2006. In the Settlement Agreement and the MSA, Lisa Frank agreed, on behalf of 8. herself and LFI, that LFI would sell a Cessna jet airplane ("Airplane"), then owned by LFI's wholly-owned subsidiary, Greens Comet, LLC, and distribute the sale proceeds to Green and Lisa Frank. 9. The Airplane was sold on or about April 17, 200? and yielded net proceeds of $1 1,055,613.66. 10. 11. Paragraph 2(d)(ii) of the MSA provides: When the plane is sold, after pa in all costs of sale, LFl's accountants shall immediately cu ate the total tart liability to the LFI shareholders arising out of the sale of the plane, as a "stand-alone" transaction, disregarding any other tax- related attributes of LFI, and assuming the highest federal and state tax brackets for the shareholders (the "Plane Tax"). LFI shall retain the Plane Tax, and distribute one--half of the remainin balance of the net sales proceeds (the "Net Plane Proceeds in equal share to James and Lisa, as his or her sole and separate property[.] Pursuant to this provision, LFI's accountants calculated the Plane Tax at 40% and distributed the Net Plane Proceeds to Green and Lisa Frank. LFI retained the Plane Tax in the amount of $4,422,245 .46. Under the express terms of the MSA, the Plane Tax is to be distributed as 12. follows: 13. [A]t such time as LFI's accountants are able to determine the er rrec au Elf?if distribute the Plane Tax to the shareholders in direct proportion to their rerypective liability arising out of the Plane ax. (Emphasis adde .) The Airplane was sold in April 2007. Now that the 2007' tax year has closed, the precise allocation of the tax liability between Lisa Frank and Green has been cstabli shed as 51% to Lisa Frank and 49% to Green. 2 232769.] r--A Ln} 1-: -11lb-J l--I IO [0 ix.) U-J NF 4339.9.6 14. Accordingly, the MSA requires that LFI now distribute 49% of the Plane Tax, or $2,166,900.28, to Green. This obligation has been liquidated since April 17, 2007', or alternatively since December 31, 2007. 15. Green has made demand for payment and Defendants have refused to do so, thereby breaching the MSA. 16. This action arises out of contract within the meaning of A.R.S. 12- and Green is entitled to recover his reasonable attorneys fees. WHEREFORE, Plaintiff requests the following relief: 1. 2. 3. Judgment against Lisa Frank and Lisa Frank, Inc. jointly and severally for breach of contract in the amount of $2,166,900.28, with interest at 10% from April 17, 2007, or alternatively from December 31, 2007; An award of attomeys' fees and taxable costs incurred in this action; and Whatever further relief the Court deems just and equitable. A-L. DATED this day of March. 2003. LEW ROCA LLP Attorne for laintiff James A. Green 3 23 2159.1