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Filing # 92581921 E-Filed 07/15/2019 04:45:15 PM
IN THE CIRCUIT COURT OF THE NINETEENTH JUDICIAL CIRCUIT
IN AND FOR ST. LUCIE COUNTY, FLORIDA
MADELINE and WILLIAM MCCONNELL,
Plaintiffs, Case No. 562017CA1650AXXXHC
v.
P.D.K, INC., A Florida Corporation,
Defendant.
NOTICE OF FILING TRANSCRIPT OF NOVEMBER 19, 2018 HEARING
PLEASE TAKE NOTICE that Plaintiffs Madeline and William McConnell hereby file
the attached Transcript of Proceedings held before the Honorable Janet C. Croom on November
19, 2018.
Dated: July 15, 2019 KOMLOSSY LAW P.A.
/s/ Emily C Komlossy
Emily Komlossy (FBN 7714)
eck@komlossylaw.com
A700 Sheridan St., Suite J
Hollywood, FL 33021
Phone: (954) 842-2021
Fax: (954) 416-6223
Counsel for PlaintiffsCERTIFICATE OF SERVICE
IHEREBY CERTIFY that a true and correct copy of the foregoing document was filed
via the Florida E-Portal which served counsel for defendant PDK this 15th day of July, 2019.
/s/_ Emily C. Komlossy
Emily C. Komlossy
FBN 7714In the Matter Of:
McConnell vs P.D.K. Inc
HEARING
November 19, 2018
Job Number: 510890
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IN THE CIRCUIT COURT OF THE
NINETEENTH JUDICIAL CIRCUIT
IN AND FOR ST. LUCIE COUNTY
STATE OF FLORIDA
CASE NO. 562017CA1650AXXXKHC
TRANSCRIPT OF PROCEEDINGS
MADELINE and WILLIAM MCCONNELL,
Plaintiffs/Counter-Defendants, Job No. 510890
vs.
P.D.K., INC., a Florida corporation,
Defendant /Counter-Plaintiff.
THIS CAUSE came on for hearing
before the HONORABLE JANET C. CROOM, Judge of the above
court at the St. Lucie County Courthouse, Fort Pierce,
Florida, beginning at the hour of 1:28 o'clock p.m. on
the 19th day of November, 2018.
THE APPEARANCES were as follows:
FOR PLAINTIFFS/COUNTER-DEFENDANTS
KOMLOSSY LAW, P.A.
4700 Sheridan Street, Suite J
Hollywood, Florida 33021
(954) 842-2021
BY: EMILY C. KOMLOSSY, ESQUIRE
FOR DEFENDANT/COUNTER- PLAINTIFF
(Telephonic) LOUIS C. ARSLANIAN, LAW OFFICE
5800 Sheridan Street
Hollywood, Florida 33021
(954) 922-2926
BY: LOUIS C. ARSLANIAN, ESQUIREHEARING - 11/19/2018
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PROCEEDINGS
THE COURT: If you want to introduce your
appearances for the record, please.
MS. KOMLOSSY: Emily Komlossy, Komlossy Law,
on behalf of plaintiffs Madeline and William McConnell.
THE COURT: On the phone?
MR. ARSLANIAN: Good afternoon, Your Honor,
and may it please the Court. I'm Louis Arslanian on
behalf of P.D.K., Inc.
And could I just ask that when Ms. Komlossy
speaks, to just get a little closer. I can hear Your
Honor just fine but I'm not hearing her as well.
THE COURT: She's approaching as we speak.
You can come all the way up to the phone.
MS. KOMLOSSY: Okay.
THE COURT: All right. Whose motion?
MR. ARSLANIAN: Well, Your Honor, it's my
motions because -- and they have motions, too. But if I
may, Emily, do you mind if I --
MS. KOMLOSSY: Not at all.
MR. ARSLANIAN: -- go first?
MS. KOMLOSSY: Not at all.
MR. ARSLANIAN: Okay. All right. The last
time we were in court, Your Honor finally, on
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September 27th it looks like, entered an order granting
plaintiff's motion for summary judgment. So the
plaintiffs have filed motions to basically, what they
call compel. They're more, as far as I'm concerned,
motions to enforce, which you've ruled on.
Essentially they filed a complaint asking for
corporate records claiming that they're shareholders and
they want a corporate meeting.
We filed defenses and there was a lengthy, you
know, motion for summary judgment which Your Honor
granted. But the order doesn't have the language of
finality.
And so I filed, in an abundance of caution, a
notice of appeal, and the Fourth District has entered an
order requiring that the order be final.
And plaintiffs have come back with saying it's
not final because we haven't had the meeting yet, we
haven't gotten the records yet and, you know, we're
going to be entitled to attorney's fees.
And I say enforcement of the judgment doesn't
make it not final. And attorney's fees come afterwards,
after a final judgment, by rule, not before a final
judgment .
And the only reason why they're entitled to
compel the documents in the meeting is because Your
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Honor ruled in their favor. And if Your Honor's ruled
in their favor, I have to be able to appeal that ruling.
I can't, on one hand, litigate, lose, and still not be
able to appeal.
And all I want is that the order that was
entered just -- and I sent in a proposed order -- just
contain the necessary words of finality, that there's no
more issues and they're entitled to their judgment,
they're entitled to the documents and they're entitled
to their meeting pursuant to the complaint and pursuant
to your order. And that would allow me to appeal.
And then I've asked for a stay pending appeal.
And, you know, that's kind of secondary.
But with regards to that issue, my argument is
simply that if I produce the documents while the appeal
is pending, and if we have the corporate meeting while
the appeal is pending, and I win the appeal, well, I'm
not going to get the records back because they can copy
them and they'll have access to a whole bunch of records
that they might not have been entitled to.
So I'm asking the Court to, A, primarily
enter, just in conjunction with the summary judgment
already granted and in conjunction with their motions to
compel, a final order showing that it's final.
And in fact, I have a case which I e-mailed to
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the Court just before the hearing, a Fourth DCA case,
Joannou, J-O-A-N-N-0O-U versus Corsini, 543 So. 2d 308.
They're saying the judicial labor still needs to be
done, the enforcement and the attorney's fees.
And this case says a judgment is final where
nothing further remains to be done except enforcement.
And that's what this is -- that's all that's left to be
done. And attorney's fees, which come after a final
judgment, not before.
And I want a final order, and I'm asking the
Court to initially rule on whether or not I'm entitled
to a stay pending appeal. But I have to be able to
appeal this.
THE COURT: All right. Response.
MS. KOMLOSSY: Well, I think the starting
point for this whole analysis is the actual statute.
And the statute says that my clients would be entitled
to the records, which are not the ones enumerated in
607.1601, only if the demand is made in good faith and
for a proper purpose, the shareholder describes with
reasonable particularity his or her purpose and the
records he or she desires to inspect, and the records
are directly connected with the shareholder's purpose.
Now, the motion for summary judgment was very
clear in the papers. It asks the Court to determine
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whether or not my clients were shareholders and whether
or not they had a proper purpose.
Mr. Arslanian says, in his papers, that the
Court considered some of the requests during the motion
for summary judgment, which they argue were improper,
overbroad or time barred.
I went through the papers that were submitted.
I don't see any reference there, I don't see any
reference in the transcript about discussing the
specific requests. In fact, the only papers that P.D.K.
submitted on the motion for summary judgment were two
affidavits, Mr. Katchmere's and Mr. Schlichte's, and
neither one referenced the scope of the books and
records sought by plaintiff and whether or not they're
directly connected to the plaintiff's purpose.
I don't view this as a final judgment. I
think that there are still, as S.L.T. Warehouse says,
there's still judicial labor in this case, and the Court
still needs to do things to effectuate the termination
of the cause between the parties.
Now, putting aside the request on the books
and records, our complaint also contains a count, Count
II, which was to compel an annual shareholder meeting.
Obviously that count has not really been at
focus in this litigation because we had to determine
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whether or not the plaintiffs were shareholders. We've
now reached that step.
And I also filed a motion to compel a
shareholder meeting; however, I'd like to advise the
Court that after researching some of the case law,
particularly in Delaware, this weekend, I'm going to
withdraw that motion for now and refile as a summary
judgment motion.
So plaintiff's position is that the prongs B
and C of 607.1602(3) have not been adjudicated;
therefore, we are opposing the motion for entry of final
judgment.
Now, in terms of the stay, Federal Rule of
Appellate Procedure 9.310 governs the stay, and in order
to prevail, the party moving for the stay has to
establish a likelihood of success on the merits and a
likelihood of harm absent the entry of the order.
Mr. Arslanian's only rationale is that the cat
will be out of the bag if he's forced to provide these
records to my client. Now -- and he cited some case law
in connection with that.
I haven't seen the new case that he referenced
in his statement. But certainly with respect to the two
that were in the brief that I saw, the Stevenson case is
very distinguishable. This was a situation where a
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court order was entered which didn't even comply with
the minimal standards. It was held on a five-minute
calendar call. There was no finding that there was a
proper purpose and that the records were directly
connected. So that's why the Court didn't want to let
the cat out of the bag.
The Ojis (phonetic) Industry case that he
cites also is distinguishable. This was a situation
where the parties had an arbitration clause and so the
court said, you know, he's seeking the records even
though that he's supposed to arbitrate it. So they sent
it to arbitration.
The one case that I cited, Mayport Housing,
and I have a copy if the Court would like a copy, is
somewhat closer, I would say. This was a situation
where there was a question about whether a person was a
limited party or the transferee of a limited partner.
But the Court held that the party was still
entitled to obtain the records he was seeking as long as
they were produced with proper safeguards in place. In
this case, the lower court had said that they had to
have proper safeguards by virtue of a confidentiality
agreement.
My clients agreed, in the demand letter, that
they would be willing to enter into a confidentiality
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agreement. So I think that any concerns that
Mr. Arslanian might have could be alleviated by entry
of a confidentiality agreement. So we are opposing the
stay.
And I would also like to point out that I
don't think that Mr. Arslanian has made any attempt to
show that he has likelihood of success on the merits in
an appeal. So that's another basis to deny it.
THE COURT: What is your recommendation on
conclusion of the judicial labor involved to complete
the rest of the case?
MS. KOMLOSSY: Well, I believe that the Count
II, which is the count asking the Court to compel an
annual shareholder meeting, is part of this whole
transaction. It arises out of the same facts and
circumstances. So until that's concluded, along with
the scope and production of the records, there is still
judicial labor that has to be gone through in this case.
THE COURT: Scope, and what was the other
word?
MS. KOMLOSSY: Scope and -- I forget. Do you
have that?
(A portion of the record was read by the
reporter.)
THE COURT: All right. Reply.
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MR. ARSLANIAN: Judge, first of all, what's
happening here is now I'm hearing that what might thwart
finality is the fact that they've asked to compel a
shareholders meeting. I have no defenses whatsoever to
stop them from compelling the shareholders meeting based
on Your Honor's ruling on all of the other issues. We
are creating an unnecessary -- totally unnecessary
proceeding.
If I have to stipulate, I have no additional
defenses, I have nothing more to raise other than that
was raised as to the records request, which has already
been denied, and now they're kind of backtracking. And
I believe the summary judgment did include both items,
and now they're just trying to say that, well, we're
going to come back to compel the meeting after we filed
the motion to compel it, after we say in our motion that
we won that issue, motion to compel annual shareholders
meeting, served the request, they filed the complaint,
they filed the motion for summary judgment, we won the
summary judgment, and now they're saying, no, it's not
been done, we want to -- so that there's still some
judicial labor left to be done.
There is no judicial labor to be done. We
argued this fully, they won, we lost. I've got to be
able to appeal this.
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THE COURT: All right. So you're in agreement
to a stipulation on Count II is what I'm hearing?
MR. ARSLANIAN: Yes.
THE COURT: Okay.
MR. ARSLANIAN: Only because of the prior
Court's ruling. There's nothing further that I could
add that was already added. Yes, that's what I'm
saying.
THE COURT: All right. So if counsel's
stipulating to Count II, that removes the necessity to
have a motion for summary judgment.
So what is left at that point, now that the
stipulation is in place?
MS. KOMLOSSY: Well, we still haven't covered
prongs two and three of 607.1602, which is determination
of the scope of the records and whether or not they're
directly connected to the shareholders' purpose.
MR. ARSLANIAN: I argued that and lost that.
I argued specifically that the scope should be limited
by a limitation in these other things, the Court
rejected that argument. That's all been argued and
lost. I'm not going to make more judicial labor on
something that's already been argued and ruled upon.
MS. KOMLOSSY: Well, I have to disagree with
you, Mr. Arslanian. If you're talking about you argued
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about this at the motion for summary judgment, there is
no reference in the transcript or in of the affidavits
that you submitted, nor indeed in my papers, as to the
scope and whether or not they're directly related.
MR. ARSLANIAN: I disagree. I know that I
cited cases and brought them to Your Honor's attention
during the hearing. These were Delaware cases.
And Your Honor even asked during the hearing,
if I'm supposed to have a statute of limitations, where
would the limitations begin? Where would the
limitations end? You did do that analysis. I guarantee
you a thousand percent that we did discuss these issues.
MS. KOMLOSSY: Yes, we discussed them in the
context --
MR. ARSLANIAN: I have --
MS. KOMLOSSY: We discussed them in the
context --
MR. ARSLANIAN: I know that we did.
MS. KOMLOSSY: -- context of whether or not
the statute of limitations barred claims by the
shareholders. It was not related -- and I did look at
the transcript this weekend and, you know, I'm fairly
confident of this, that it did not relate to the scope
or whether or not they were directly related to the
shareholders' purpose. So those arguments --
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MR. ARSLANIAN: We cited Graulich versus Dell,
a Delaware case, that specifically talked about whether
your demand that you made -- you first made a demand in
2017, whether you could go back to 2011 in your letter
attached to the complaint. That is clearly, was clearly
part of my opposition papers and clearly part of what
was argued during the hearing.
MS. KOMLOSSY: In the context --
MR. ARSLANIAN: I specifically -- I'm going to
read from my -- one of my papers that talks about that.
It specifically said that they have no right to go back
to May 2011. And that was definitely -- and there is --
I don't have the transcript in front of me but I'm going
to find it right now and I know that the Court did ask
about that.
MS. KOMLOSSY: Mr. Arslanian, in connection
with the motion for summary judgment, my recollection is
that the only documents that were submitted were two
affidavits. Does that comport with your recollection?
MR. ARSLANIAN: No. No, I filed the motion to
strike your affidavit, I filed a response to your motion
for summary judgment, I filed other papers. Absolutely.
No, that does not comport with my -- I filed motions for
leave to amend and add other additional affirmative
defenses and I definitely responded to the motion for
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summary judgment as well.
MS. KOMLOSSY: That's not my recollection. I
only recall the two affidavits.
MR. ARSLANIAN: You don't recall a motion to
strike your affidavits?
MS. KOMLOSSY: No, I do recall that, yeah.
Yeah.
MR. ARSLANIAN: Okay. So there is more than
what you recall.
MS. KOMLOSSY: Correct. But I withdrew that
affidavit so it wasn't an issue.
MR. ARSLANIAN: Do we have the transcript of
the second proceeding available right there?
MS. KOMLOSSY: Yes.
MR. ARSLANIAN: Okay. There is statements
from Judge Croom specifically asking me when the statute
of limitations should arise. And I definitely cited to
the Graulich case which talks about a request has to be
timely. And I know that we discussed this. Had I even
known that this was going to come up, I would have the
transcript ready right now.
MS. KOMLOSSY: The only reference in the
transcript, according to the index, for Graulich is on
page 33 to 34.
MR. ARSLANIAN: Okay.
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MS. KOMLOSSY: Where there was a discussion, I
assume this is you speaking: Second of all, as far as
the statute of limitations goes, where a records request
is for items to investigate wrongdoing, you cannot get
documents that are beyond the statute of limitations.
And those were --
MR. ARSLANIAN: Well there you go. There you
go. And I lost.
And there is statements from the judge in
there asking me, if I was to look at the statute of
limitations, where it would begin or where it would end.
MS. KOMLOSSY: But as that continues, your
argument was that plaintiff is time-barred from bringing
certain suits. So I disagree with your
characterization.
THE COURT: I'm looking at the relief
requested in the motion for summary judgment. My order
simply says the motion is granted, so I went back to the
actual motion itself, because I've not been provided
with the transcript and I frankly don't recall this
particular ruling.
MR. ARSLANIAN: Right. But the motion --
THE COURT: Excuse me.
MR. ARSLANIAN: The motion says that -- it
asks for the relief of --
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” Page 16
1 THE COURT: Excuse me. Sir.
2 MR. ARSLANIAN: -- giving every document that
3 they've requested in the complaint --
4 THE COURT: Okay. Can I --
5 MR. ARSLANIAN: -- which includes going back
6 to 2011.
7 THE COURT: Can I make a record?
8 MR. ARSLANIAN: So you ruled against me on the
9 scope.
10 THE COURT: Can I make a record, please?
11 MR. ARSLANIAN: I didn't win anything.
12 THE COURT: Can I make a record, please?
13 MR. ARSLANIAN: Yes.
14 THE COURT: All right. So to get back to what
15 I was saying, I went back to the motion for summary
16 judgment which was filed on June 4, some time ago, and
17 the conclusion that was requesting release asks for
18 granting a motion for summary judgment including fees
19 and costs for having to compel a shareholder inspection
20 under Florida Statute Section 607.1604, section three.
21 So without a transcript, it appears this is
22 the relief I have granted. Is there a dispute about
23 that at this point?
24 MR. ARSLANIAN: No, there's not.
25 THE COURT: All right.
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MR. ARSLANIAN: But they're creating a dispute
after they've won. They basically asked for, in their
motion, that everything in their complaint, I have to
produce. And they've attached a letter, a demand
letter. So everything in there is what I have to
produce. That's what they want in their motion to
compel. And now they're saying that there's still
issues out there? I'm at a loss, Judge. There's no --
there's just no issue here.
THE COURT: All right. So here's my -- here's
my ruling --
MR. ARSLANIAN: They asked for all the
documents --
THE COURT: Sir, please.
MR. ARSLANIAN: -- moved for summary judgment,
and I lost.
THE COURT: All right. Sir, you don't have to
repeat yourself. All right? I've got it.
MR. ARSLANIAN: I'm sorry.
THE COURT: All right.
MR. ARSLANIAN: I'm sorry, Your Honor. And I
apologize that I'm not there in person but I had surgery
on Thursday.
THE COURT: There's absolutely no problem to
appear by phone. I certainly understand that happens
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and it's no problem at all.
I've granted the motion for summary judgment.
I've stated on the record what the motion for summary
judgment's relief that was requested included, I have
granted that, and therefore, the order can be amended to
include that relief that is reflected in the motion for
summary judgment.
Is there anything outside of that relief
that's requested from the summary judgment which was
granted that would prohibit entry of a final judgment
today?
MR. ARSLANIAN: No.
THE COURT: All right. Anything else?
MS. KOMLOSSY: I'd like to raise with the
Court an issue that just cropped up right before I came
here. I went on and checked the records for P.D.K.
Apparently it is administratively dissolved for failing
to file or pay the annual fee.
I haven't had time to focus in on it or
obviously research it, but I wanted to raise it with the
Court. I'm not sure if Mr. Arslanian is aware of this.
MR. ARSLANIAN: How would I be aware of it
since I'm hearing about it for the first time and that
has nothing to do with whether or not the relief that
was granted is final or not?
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MS. KOMLOSSY: Well, it does create some
issues which, as I said, I haven't had time to research.
MR. ARSLANIAN: Judge, with all due respect, I
believe that Counsel, having won the case fully, is
doing everything possible to stop me from just simply
appealing.
THE COURT: All right. I've ruled. You can
have the final judgment to the extent of the motion for
summary judgment which was granted. So if you want to
send in a proposed order that reflects that language,
that's fine.
MR. ARSLANIAN: Okay.
And I've also conceded that there's no issue
with regards to the meeting. And I did submit a
proposed order to Your Honor prior to the hearing, I'll
resubmit it again, but it basically says that.
THE COURT: All right. I'm looking at the
orders for today.
MR. ARSLANIAN: It said that I've got to
produce all the records that were requested in the
complaint and they're entitled to a corporate meeting
and that's it. Final judgment entered in favor of the
plaintiff.
THE COURT: All right. I'm looking at the
orders that were submitted for today's hearings, I don't
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see any for this particular hearing. So if you can send
in revised orders which reflect what occurred here today
and the stipulations that have occurred here today, then
we'll be all set I think.
MR. ARSLANIAN: Okay. The only thing left,
Judge, regarding that is I just want to say that I'm
going to call opposing counsel and work this out so that
I can send it in tomorrow.
I've got an order from the Fourth DCA with my
pending appeal to get this final order. I need to just
get that entered really forthwith. I'm under orders
from them to procure that final order.
So I will resolve that and will submit
something, either later this afternoon or tomorrow.
THE COURT: All right. Excellent. And with
regard to the stay, what is remaining? Just the
collection of attorney's fees and costs?
MS. KOMLOSSY: Correct.
THE COURT: All right. I typically don't stay
on that ground.
MR. ARSLANIAN: Yeah, I'm not asking for a
stay of the attorney's fee. They can do whatever they
need to do to try to get attorney's fees, whatever it
is. I'm not asking for that.
What I'm asking to do is, since they're
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entitled to the books and records and since they're
entitled to compel a meeting and since I'm appealing
that, I'm asking that I don't want to give them -- if I
give them the books and records and then I win on the
appeal, they've gotten something that, you know, that
they can't give back to me. They're going to just copy
it and they'll have something that they shouldn't have.
That's what I'm asking to be stayed.
THE COURT: Well, can you address the
confidentiality issue?
MR. ARSLANIAN: Well, the confidentiality
issue still doesn't preclude them from having the
information that they shouldn't be entitled to to begin
with. You know, I think that, if the Court wished, I
think that we could be perhaps compelled to produce the
records under seal to the Court, and if we lose the
appeal, boom, they have them.
MS. KOMLOSSY: That's fine. I'll accept that.
MR. ARSLANIAN: I don't want to -- I don't
want to, on one hand, say I'm going to appeal and I
don't want to do anything for them, I just want to
preserve the integrity of everything and the status quo.
THE COURT: All right. Counsel's agreed with
your production of the documents for in-camera.
MS. KOMLOSSY: In its entirety.
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MR. ARSLANIAN: Okay.
THE COURT: All right. So if you can put that
in the order as well, that there's been agreement
amongst counsel for that particular remedy, that would,
I believe, cover the last issue. Is that correct?
MS. KOMLOSSY: That's correct.
THE COURT: Okay. Is there anything else we
need to do on this case today?
MR. ARSLANIAN: No.
THE COURT: Okay. I'm happy to get that entry
of the orders expedited once you guys get those to me.
MS. KOMLOSSY: Thank you. I appreciate it.
MR. ARSLANIAN: Okay. You will be in -- I
know, because of the holidays, you will be in tomorrow?
I mean, I just want to make sure. Because we're really
under a deadline from the Fourth.
THE COURT: I am working tomorrow and the next
day.
MR. ARSLANIAN: Okay. Thank you. Thank you,
Your Honor.
THE COURT: All right. Thank you.
MR. ARSLANIAN: And I just want to point out
that I have two dogs over here that can bark at any
moment's notice, and so far, I've been very lucky. So I
think it's time to go.
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THE COURT: Okay. Thank you. Have a good
day.
MR. ARSLANIAN: Thank you, Your Honor.
you for your time, greatly appreciated.
MS. KOMLOSSY: Thank you, Your Honor.
(The hearing was concluded 1:56 p.m.)
Thank
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CERTIFICATE OF REPORTER
I, Kimberly Pogue, Court Reporter, in and for
the State of Florida at large, do hereby certify that I
was authorized to and did report the foregoing
proceedings, and that the transcript, pages 1 through
23 is a true and correct record of the proceedings to
the best of my ability.
Done and dated this 26th day of November, 2018
at Martin County, Florida.
Kimberly Pogue, RPR
Court Reporter
THIS TRANSCRIPT IS DIGITALLY SIGNED.
SHOULD THERE BE ANY CHANGE MADE,
THE SIGNATURE WILL DISAPPEAR.
Litigation Services | 800-330-1112
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Index: 19th. .amongst
41 4 954 842-2021 | additional ago 16:16
1:20 10:9 13:24
agreed 8:24
19th 1:16 4 16:16 954 922-2926 | address 21:9 21:23
1:24
1:28 1:15 5 adjudicated agreement
A 7:10 8:23 9:1,3
1:56 23:6 11:1 22:3
510890 1:6 administrativ
2 able 4:2,4 ely 18:17 all 2:15,17,21,
543 5:2 5:12 10:25 23,24 4:5 5:7,
advise 7:4 14 9:25 10:1,
above 1:13 6 11:1,9,21
2011 13:4,12 | 562017CA165 15:2 16:14,25
16:6 OAXXXHC 1:3 affidavit 17:10,12,17,
absent 7:17 13:21 14:11 18,20 18:1,13
2017 13:4 5800 1:23 19:3,7,17,20,
2018 1:16 6 13:22 17:24 6:12 12:2 . ra
13:19 14:3,5
o7th 341 abundance alleviated 9:2
607.1601 5:19 | 3:18 affirmative
2d 5:2 13:24 allow 4:11
. 607.1602 accept 21:18
11:15 after 3:22 5:8 | along 9:16
3 access 4:19 75 10:15,16
17:2
607.1602(3) already 4:23
7:10 j 10:11 11:7,23
308 5:2 aces ing afternoon 2:8
, 20:14
33 14:24 607.1604 also 6:22 7:3
. 16:20 actual 5:16 8:8 9:5 19:13
15:19 afterwards
33021 1:20,23 9 3:21 amend 13:24
add 11:7 oe
34 14:24 13:24 again 19:16 amended
9.310 7:14 _ 18:5
added 11:7 against 16:8
amongst 22:4
Litigation Services |
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800-330-1112HEARING - 11/19/2018
Index: analysis. .call
analysis 5:16 7:14 9:2,6 10:1 14:13 beginning
12:11 11:3,5,18,25 1:15
appreciate ea ao aware 18:21,
annual 6:23 22:12 14:4.8.12.15 22 behalf 2:6,10
sate 25 15:7,22,24
. appreciated 16:2,5,8,11, B believe 9:12
23:4 13,24 17:1, 10:13 19:4
another 9:8 12,15,19,21 22:5
approaching Ieaie ia back 3:16
anything 2:14 oa 4:18 10:15 between 6:20
16:11 18:8,13 aren 13:4,11 15:18
21:2122:7 | arbitrate 8:11 | 22:1,9,13,19, | gcc "> | beyond 15:5
22 23:3 ,
apologize arbitration . books 6:13
17:22 8:9,12 Arslanian's paeecwing 21 21:1,4
7:18
Apparently . .
18:17 argue 6:5 bag 7:198:6 | boom 21:17
aside 6:21
argued 10:24 both 10:13
appeal 3:14 | a oat, | asks 5:25 bark 22:23
4:2,4,11,12, oe aad S peo
15,17 6:12,13 | 23:25 13:7 18:25 16:17 Jarred 6:6 | Dief 7:24
9:8 10:25 12:20 :
20:10 21:5, argument assume 15:2 , bringing
17,20 4:14 11:21 15:13
15:13 based 10:5 .
attached 13:5
appealing 17:4 .
19:6 21:2 arguments basically 3:3 brought 12:6
12:25 attempt 9:6 17:2 19:16
appear 17:25 . bunch 4:19
i: : basis 9:8
arise 14:17 | attention 12:6 c
appearances
1:17 2:4 arises 9:15 tt . before 1:13
attorney's 3:22 5:1,9
. 3:19.21 5:4.8 1 18:15 calendar 8:3
appears Arslanian 20:17,22,23
16:21 1:22,24 2:8,9,
18,22,24 6:3 . begin 12:10 call 3:4 8:3
available 15:11 21:13 | 20:7
Appellate
Litigation Services |
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800-330-1112HEARING
- 11/19/2018
Index: came. .court
came 1:12
18:15
can't 4:3 21:6
cannot 15:4
case 1:3 4:25
5:1,5 6:18
7:5,20,22,24
8:7,13,21
9:11,18 13:2
14:18 19:4
22:8
cases 12:6,7
cat 7:18 8:6
cause 1:12
6:20
caution 3:13
certain 15:14
certainly 7:23
17:25
CERTIFICATE
24:1
characterizati
on 15:15
checked
18:16
CIRCUIT 1:1
circumstance
s 9:16
cited 7:20
8:13 12:6
13:1 14:17
cites 8:8
claiming 3:7
claims 12:20
clause 8:9
clear 5:25
clearly 13:5,6
client 7:20
clients 5:17
6:1 8:24
closer 2:12
8:15
collection
20:17
come 2:15
3:16,21 5:8 concluded
10:15 14:20 9:16 23:6
compel 3:4, conclusion
25 4:24 6:23 9:10 16:17
7:3 9:13 10:3,
15,16,17 confident
16:19 17:7 12:23
21:2 .
confidentialit
compelled y 8:22,25 9:3
. 21:10,11
Ob elling conjunction
. 4:22,23
compiaint 3:6 connected
4:10 6:22 5:23 6:15 8:5
10:18 13:5 11:17. .
16:3 17:3 .
19:21
connection
7:21 13:16
complete
9:10
considered
comply 8:1 6:4
contain 4:7
comport
13:19,23
contains 6:22
conceded
19:13 context
12:14,17,19
13:8
concerned
3:4
continues
15:12
concerns 9:1
copy 4:18
8:14 21:6
corporate
3:7,8 4:16
19:21
corporation
1:8
correct 14:10
20:18 22:5,6
Corsini 5:2
costs 16:19
20:17
counsel 19:4
20:7 22:4
counsel's
11:9 21:23
count 6:22,24
9:12,13 11:2,
10
County 1:2,
14
court 1:1,14
2:3,7,9,14,17,
25 4:21 5:1,
11,14,25 6:4,
18 7:5 8:1,5,
10,14,18,21
Litigation Services
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| 800-330-1112HEARING - 11/19/2018
Index: Court's..every
9:9,13,19,25 22:18 23:2 determination | document 3:20 5:4,6
11:1,4,9,20 11:15 16:2
tela DGA 5:1 20:9 enter 4:22
os on determine documents 8:25
10,12,14,25 5:25 6:25 3:25 4:9,15
17:10,14,17, | deadline . . 13:18 15:5
20,24 18:13, 22:16 17:13 21.24 entered 3:1,
15,21 19:7, directly 5:23 . . 14 4:6 8:1
17,24 20:15, 6:15 8:4 19:22 20:11
19 21:9,14, pefengant 11:17 12:4,24 | dogs 22:23
16,23 22:2,7, | counter- .
10.17 21231 plaintiff 1:9, entirety 21:25
au . 22 disagree done 5:4,6,8
court's 11:6 tea 12:5 10:21,22,23 entitled 3:19,
ourts 11S | defenses 3:9 : 24 4:8,9,20
10:4,10 13:25 due 19:3 §:11,17 8:19
Courthouse discuss 19:21 21:1,2,
1:14 definitely Ta:t2 during 6:4 13
13:12,25 12:7,8 13:7
cover 22:5 14:17 discussed entry 7:11,17
12:13,16 E 9:2 18:10
covered Delaware 7:6 14:19 22:10
11:14 12:7 13:2
discussing ~maii . enumerated
6:9 e-mailed 4:25 5:18
create 19:1 Dell 13:1
. . effectuate
creating 10:7 | demand 5:19 aiscussion 6:19 FS oY a
17:1 8:24 13:3 . “
17:4
either 20:14
dispute 16:22 Essentially
Croom 1:13 171 3:6
14:16 denied 10:12 Emily 1:21
dissolved 2:5.20 establish
cropped deny 9:8 . .
18:15 18:17 7:16
. end 12:11
i 15:11
D describes distinguishab even 8:1,10
. le 7:25 8:8 12:8 14:19
enforce 3:5
desires 5:22
. District 3:14 every 16:2
day 1:16 enforcement
Litigation Services | 800-330-1112
www. litigationservices.comHEARING - 11/19/2018
Index: everything. .here
everything Federal 7:13 13:3 18:23 G guys 22:11
17:3,5 19:5 —
21:22 fee 18:18 five-minute H
20:22 8:2 give 21:3,4,6
Excellent
20:15 fees 3:19,21_ | Florida 1:2,8, ] giving 16:2 | hand 4:3
5:4,8 16:18 15,20,23 21:20
except 5:6 20:17,23 16:20 goes 15:3
happening
Excuse 15:23 | file 18:18 focus 6:25 . 10:2
16:1 18:19 gone 9:18
filed 3:3,6,9, ‘ok. happens
expedited 13 7:3 10:15, | follows 1:17 good 2:8 8:19 17.95
22:11 18,19 13:20, ,
21,22,23
Tn, forced 7:19 . happy 22:10
extent 19:8 16:16 gowen 3:18
5 harm 7:17
final 3:15,17, | forget 9:21
F 21,22 4:24 governs 7:14
5:5,8,10 6:16 | Fort 1:14 having 16:19
fact 4:25 610 ma 18:10,25 granted 3:11 19:4 21:12
103. sone forthwith 4:23 15:18
, u 20:11 16:22 18:2,5, | hear 2:12
10,25 19:9
facts 9:15 finality 3:12 Fourth 3:14 hearing 1:12
4:7 10:3 5:1 20:9 granting 3:1 | 2:13 5:1 10:2
failing 18:17 22:16 16:18 11:2 12:7,8
finally 2:25 13:7 18:23
fairly 12:22 frankly 15:20 | Graulich 13:1 | 39°15 201
find 13:14 14:18,23 ,
faith 5:19 front 13:13 .
finding 8:3 greatly 23:4 means
far 3:4 15:2 fully 10:24
22:24 fine 2:13 19:4 ground 20:20 .
19:11 21:18 held 8:2,18
favor 4:1,2 further 5:6 guarantee
. . . : . here 10:2
19:22 first 2:22 10:1 | 11:6 12:11 17-9 18-16
Litigation Services | 800-330-1112
www. litigationservices.comHEARING
- 11/19/2018
Index: here's. .1likel ihood
20:2,3 22:23
here's 17:10
holidays
22:14
Hollywood
1:20,23
Honor 2:8,13,
18,25 3:10
4:1 12:8
17:21 19:15
22:20 23:3,5
Honor's 4:1
10:6 12:6
HONORABLE
1:13
hour 1:15
Housing 8:13
however 7:4
I 6:23 9:13
11:2,10
improper 6:5
in-camera
21:24
include 10:13
18:6
included 18:4
includes 16:5
including
16:18
index 14:23
Industry 8:7
information
21:13
initially 5:11
inspect 5:22
inspection
16:19
integrity
21:22
into 8:25
introduce 2:3
investigate
15:4
involved 9:10
issue 4:14
10:17 14:11
17:9 18:15
19:13 21:10,
12 22:5
issues 4:8
10:6 12:12
17:8 19:2
items 10:13
15:4
J-O-A-N-N-O-
U 5:2
JANET 1:13
Joannou 5:2
judge 1:13
10:1 14:16
15:9 17:8
19:3 20:6
judgment 3:2,
10,20,22,23
4:8,22 5:5,9,
24 6:5,11,16
7:8,12 10:13,
19,20 11:11
12:1 13:17,22
14:1 15:17
16:16,18
17:15 18:2,7,
9,10 19:8,9,
22
judgment's
18:4
judicial 1:1
5:3 6:18 9:10,
18 10:22,23
11:22
June 16:16
K
Katchmere's
6:12
kind 4:13
10:12
known 14:20
Komlossy
1:19,21 2:5,
11,16,21,23
5:15 9:12,21
11:14,24
12:13,16,19
13:8,16 14:2,
6,10,14,22
15:1,12 18:14
19:1 20:18
21:18,25
22:6,12 23:5
labor 5:3 6:18
9:10,18
10:22,23
11:22
language
3:11 19:10
last 2:24 22:5
later 20:14
law 1:19,22
2:5 7:5,20
leave 13:24
left 5:7 10:22
11:12 20:5
lengthy 3:9
let 8:5
letter 8:24
13:4 17:4,5
like 3:1 7:4
8:14 9:5
18:14
likelihood
7:16,17 9:7
Litigation Services |
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800-330-1112HEARING - 11/19/2018
Index: limitation. .orders
limitation Lucie 1:2,14 9:2 10:2 necessity 20:2,3
11:20 11:10
lucky 22:24 mind 2:20 OFFICE 1:22
limitations need 20:10,
12:9,10,11,20 a . 23 22:8 wg,
14:17 15:3,5, M minimal 8:2 Ojis 8:7
11 .
moment's needs 53 once 22:11
, made 5:19 22:24 :
limited 8:17 .| .
9:6 13:3
11:19 neither 6:13 one 4:3 6:13
more 3:4 4:8 . 8:13 13:10
. Madeline 1:5 10:10 11:22 21:20
litigate 4:3 2:6 14:8 new 7:22
pie agi ones 5:18
litigation 6:25 | make 3:21 motion 2:17. | next 22:17
11:22 16:7, 3:2,10 5:24
: . . 144-7. only 3:24
little 2:12 10,12 22:15 See doag. | NINETEENTH | 5:196:10
17,19 11:11 1:1 7:18 11:5
long 8:19 may 2:9,20 121 13:17 13:18 14:3,22
13:12 eee | 20:5
20,21,25 14:4 | nothing 5:6
looking 15:16 15:17,18,19, 10:10 11:6
19:17,24 Mayport 8:13 22,24 16:15, 18:24 opposing
18 17:3,6 7:11 9:3 20:7
looks 3:1 Mcconnell 18:2,3,6 198 | notice 3:14
1:5 2:6 22:24 opposition
lose 4:3 21:16 motions 2:19 13:6
mean 22:15 3:3,5 4:23 November
\ ; 13:23 1:16 order 3:1,11,
loss 17:8
meeting 3:8, 15 4:5,6,11,
. moved 17:15 24 5:10 7:14,
17,25 4:10,16 oO
lost 10:24 6:23 7:4 9:14 17 8:1 15:17
11:18,22 15:8 nA ETE 4 . 18:5 19:10,15
10:4,5,15,18 | moving 7:15
17:16 19:14,21 21:2 20:9,10,12
uu . obtain 8:19 22:3
. N
Louis 1:22,24 .
2:9 merits 716 obviously orders 19:18,
. 6:24 18:20 25 20:2,11
necessary 22:11
lower 8:21 . ;
might 4:20 4:7 occurred
Litigation Services |
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800-330-1112HEARING - 11/19/2018
Index: outside..really
outside 18:8 | partner 8:17 3:3,16 7:1 10:8 14:13 21,23 6:2,15
8:4 11:17
over 22:23 | party 7:15 Plaintiffs/ PROCEEDING | 12:25
8:17,18 counter- $ 1:4
overbroad defendants Parevant
6:6 pay 18:18 “ procure .
20:12
P pending 4:12, Point oe put 22:2
16,17 5:12 22.22 . produce 4:15
20:10 . 17:4,6 19:20 | putting 6:21
21:15
P.A. 1:19
percent 12:12 Portion 9:23 Qa
P.D.K. 1:8 _ produced
2:10 6:10 perhaps position 7:9 8:20
18:16 21:15 question 8:16
possible 19:5 | production
p.m. 1:15 person 8:16 9:17 21:24 quo 21:22
23:6 17:22 preclude
21:12 prohibit
18:10 R
papers 5:25 phone 2:7,15 ,
6:3,7,10 12:3 17:25 preserve
13:6,10,22 21:22 prongs 7:9 raise 10:10
phonetic 8:7 14:15 18:14,20
part 9:14 13:6 prevail 7:15
Pierce 1:14 Pee no 72 raised 10:11
particular primarily 4:21 “oe
15:21 20:1 place 8:20 rationale 7:18
22:4 : . proposed 4:6
11:13 prior 11:5
: 19:10,15
articularity 19:15 reached 7:2
ae plaintiff 6:14 provide 7:19
. 15:13 19:23 problem . read 9:23
; 17:24 18:1 13:10
particularly plaintiff's 3:2 provided
7:6 15:19
6:15 7:9 Procedure ready 14:21
7:14
arties 6:20 — urpose 5:20,
Peo plaintiffs 2:6 ; purp really 6:24
proceeding
Litigation Services | 800-330-1112
www. litigationservices.comHEARING - 11/19/2018
Index: reason. .seen
20:11 22:15 reflect 20:2 11:10 responded saw 7:24
13:25
reason 3:24 reflected 18:6 }| repeat 17:18 say 3:20 8:15
response 10:14,16 20:6
reasonable reflects 19:10 | Reply 9:25 5:14 13:21 21:20
5:21
regard 20:16 | reporter 9:24 | Test 9:71 saying 316
recall 14:3,4, 24:1 11:8 16:15
6,9 15:20 regarding ren . it 17:7
20:6 request 6:21 .
recollection 10:11,18
. . ae 46 . says 5:5,17
13:17,19 14:2 regards 4:14 14:18 15:3 revised 20:2 6:3,17 15:18,
19:14 24 19:16
recommendat requested rule 3:22 5:11
fon 9:9 rejected leaotaoo | Schlichte's
11:21 a . 6:12
record 2:4 ruled 3:5 4:1
928 S710. relate 12:23 requesting iad 16:8 | scope 6:13
. . . 9:17,19,21
. 11:16,19
records 3:7, related 12:4, requests 6:4, J ruling 4:2 12:4,23 16:9
18 4:18,19 ' 10 10:6 11:6
5:18,22 6:14, 16:21 17:11 seal 21:16
22 7:20 8:4, release 16:17 a .
requiring
10,19 9:17 3:15 s
10:11 11:16 7 . . second 14:13
relief 15:16,
15:3 18:16 . 15:2
25 16:22
19:20 21:1,4, 18:4.6,8,24 research
16 wee 18:20 19:2 | S.L.T. 6:17
secondary
ae 4:13
reference 6:8, O06 ng researching safeguards
9 12:2 14:22 7:5 8:20,22 section 16:20
referenced remains 5:6 resolve 20:13 | said 8:10,21 king 8:10
6:13 7:22 13:11 19:2,19 J Soeeing 10,
remedy 22:4 respect 7:23
: f 9:15
tefile 7:7 removes 19:3 same seen 7:22
Litigation Services |
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800-330-1112HEARING - 11/19/2018
Index: send. .terms
send 19:10 showing 4:24 11:19 13:2,9, 7:24 Suite 1:19
20:1,8 11:14:16
simply 4:15 still 4:3 5:3 suits 15:14
sent 4:6 8:11 15:18 19:5 St 1:2,14 6:17,18,19
set a4 summary 3:2,
September since 18:23 standards 8:2 17.7 21:12 10 4:22 5:24
3:1 20:25 21:1,2 . . 6:5,11 7:7
. 10:13,19,20
starting 5:15 . . ‘a4 45,
served 10:18 | Sir 16:1 stipulate 10:9 11:11 12:1
17:14,17 13:17,22 14:1
—_ STATE 1:2 stipulatin 15:17 16:15,
set 20:4 e410 18.17:15
sanen 7:25 stated 18:3 ears
shareholder ™ stipulation .
5:20 6:23 7:4
9:14 16:19 something Statement 11:2,13 supposed
11:23 20:14 . 8:11 12:9
21:5,7 stipulations
spare holder's statements 20:3 17:22
: 14:15 15:9 surgery 17:
somewhat
8:15 stop 10:5
shareholders . " T
376171 status 21:22 19:5
10:4,5,17 sorry 17:19,
12:21 21 statute 5:16, Street 1:19,23 .
17 12:9,20 talked 13:2
14:16 15:3,5, .
shareholders’ | sought 6:14 . “7 strike 13:21 7 .
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Filing # 92581921 E-Filed 07/15/2019 04:45:15 PM IN THE CIRCUIT COURT OF THE NINETEENTH JUDICIAL CIRCUIT IN AND FOR ST. LUCIE COUNTY, FLORIDA MADELINE and WILLIAM MCCONNELL, Plaintiffs, Case No. 562017CA1650AXXXHC v. P.D.K, INC., A Florida Corporation, Defendant. NOTICE OF FILING TRANSCRIPT OF NOVEMBER 19, 2018 HEARING PLEASE TAKE NOTICE that Plaintiffs Madeline and William McConnell hereby file the attached Transcript of Proceedings held before the Honorable Janet C. Croom on November 19, 2018. Dated: July 15, 2019 KOMLOSSY LAW P.A. /s/ Emily C Komlossy Emily Komlossy (FBN 7714) eck@komlossylaw.com A700 Sheridan St., Suite J Hollywood, FL 33021 Phone: (954) 842-2021 Fax: (954) 416-6223 Counsel for PlaintiffsCERTIFICATE OF SERVICE IHEREBY CERTIFY that a true and correct copy of the foregoing document was filed via the Florida E-Portal which served counsel for defendant PDK this 15th day of July, 2019. /s/_ Emily C. Komlossy Emily C. Komlossy FBN 7714In the Matter Of: McConnell vs P.D.K. Inc HEARING November 19, 2018 Job Number: 510890 Litigation Services | 800-330-1112 www. litigationservices.com10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 IN THE CIRCUIT COURT OF THE NINETEENTH JUDICIAL CIRCUIT IN AND FOR ST. LUCIE COUNTY STATE OF FLORIDA CASE NO. 562017CA1650AXXXKHC TRANSCRIPT OF PROCEEDINGS MADELINE and WILLIAM MCCONNELL, Plaintiffs/Counter-Defendants, Job No. 510890 vs. P.D.K., INC., a Florida corporation, Defendant /Counter-Plaintiff. THIS CAUSE came on for hearing before the HONORABLE JANET C. CROOM, Judge of the above court at the St. Lucie County Courthouse, Fort Pierce, Florida, beginning at the hour of 1:28 o'clock p.m. on the 19th day of November, 2018. THE APPEARANCES were as follows: FOR PLAINTIFFS/COUNTER-DEFENDANTS KOMLOSSY LAW, P.A. 4700 Sheridan Street, Suite J Hollywood, Florida 33021 (954) 842-2021 BY: EMILY C. KOMLOSSY, ESQUIRE FOR DEFENDANT/COUNTER- PLAINTIFF (Telephonic) LOUIS C. ARSLANIAN, LAW OFFICE 5800 Sheridan Street Hollywood, Florida 33021 (954) 922-2926 BY: LOUIS C. ARSLANIAN, ESQUIREHEARING - 11/19/2018 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Page 2] PROCEEDINGS THE COURT: If you want to introduce your appearances for the record, please. MS. KOMLOSSY: Emily Komlossy, Komlossy Law, on behalf of plaintiffs Madeline and William McConnell. THE COURT: On the phone? MR. ARSLANIAN: Good afternoon, Your Honor, and may it please the Court. I'm Louis Arslanian on behalf of P.D.K., Inc. And could I just ask that when Ms. Komlossy speaks, to just get a little closer. I can hear Your Honor just fine but I'm not hearing her as well. THE COURT: She's approaching as we speak. You can come all the way up to the phone. MS. KOMLOSSY: Okay. THE COURT: All right. Whose motion? MR. ARSLANIAN: Well, Your Honor, it's my motions because -- and they have motions, too. But if I may, Emily, do you mind if I -- MS. KOMLOSSY: Not at all. MR. ARSLANIAN: -- go first? MS. KOMLOSSY: Not at all. MR. ARSLANIAN: Okay. All right. The last time we were in court, Your Honor finally, on Litigation Services | 800-330-1112 www. litigationservices.comHEARING - 11/19/2018 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Page 3] September 27th it looks like, entered an order granting plaintiff's motion for summary judgment. So the plaintiffs have filed motions to basically, what they call compel. They're more, as far as I'm concerned, motions to enforce, which you've ruled on. Essentially they filed a complaint asking for corporate records claiming that they're shareholders and they want a corporate meeting. We filed defenses and there was a lengthy, you know, motion for summary judgment which Your Honor granted. But the order doesn't have the language of finality. And so I filed, in an abundance of caution, a notice of appeal, and the Fourth District has entered an order requiring that the order be final. And plaintiffs have come back with saying it's not final because we haven't had the meeting yet, we haven't gotten the records yet and, you know, we're going to be entitled to attorney's fees. And I say enforcement of the judgment doesn't make it not final. And attorney's fees come afterwards, after a final judgment, by rule, not before a final judgment . And the only reason why they're entitled to compel the documents in the meeting is because Your Litigation Services | 800-330-1112 www. litigationservices.comHEARING - 11/19/2018 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Page 4 Honor ruled in their favor. And if Your Honor's ruled in their favor, I have to be able to appeal that ruling. I can't, on one hand, litigate, lose, and still not be able to appeal. And all I want is that the order that was entered just -- and I sent in a proposed order -- just contain the necessary words of finality, that there's no more issues and they're entitled to their judgment, they're entitled to the documents and they're entitled to their meeting pursuant to the complaint and pursuant to your order. And that would allow me to appeal. And then I've asked for a stay pending appeal. And, you know, that's kind of secondary. But with regards to that issue, my argument is simply that if I produce the documents while the appeal is pending, and if we have the corporate meeting while the appeal is pending, and I win the appeal, well, I'm not going to get the records back because they can copy them and they'll have access to a whole bunch of records that they might not have been entitled to. So I'm asking the Court to, A, primarily enter, just in conjunction with the summary judgment already granted and in conjunction with their motions to compel, a final order showing that it's final. And in fact, I have a case which I e-mailed to Litigation Services | 800-330-1112 www. litigationservices.comHEARING - 11/19/2018 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Page 5 | the Court just before the hearing, a Fourth DCA case, Joannou, J-O-A-N-N-0O-U versus Corsini, 543 So. 2d 308. They're saying the judicial labor still needs to be done, the enforcement and the attorney's fees. And this case says a judgment is final where nothing further remains to be done except enforcement. And that's what this is -- that's all that's left to be done. And attorney's fees, which come after a final judgment, not before. And I want a final order, and I'm asking the Court to initially rule on whether or not I'm entitled to a stay pending appeal. But I have to be able to appeal this. THE COURT: All right. Response. MS. KOMLOSSY: Well, I think the starting point for this whole analysis is the actual statute. And the statute says that my clients would be entitled to the records, which are not the ones enumerated in 607.1601, only if the demand is made in good faith and for a proper purpose, the shareholder describes with reasonable particularity his or her purpose and the records he or she desires to inspect, and the records are directly connected with the shareholder's purpose. Now, the motion for summary judgment was very clear in the papers. It asks the Court to determine Litigation Services | 800-330-1112 www. litigationservices.comHEARING - 11/19/2018 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Page © whether or not my clients were shareholders and whether or not they had a proper purpose. Mr. Arslanian says, in his papers, that the Court considered some of the requests during the motion for summary judgment, which they argue were improper, overbroad or time barred. I went through the papers that were submitted. I don't see any reference there, I don't see any reference in the transcript about discussing the specific requests. In fact, the only papers that P.D.K. submitted on the motion for summary judgment were two affidavits, Mr. Katchmere's and Mr. Schlichte's, and neither one referenced the scope of the books and records sought by plaintiff and whether or not they're directly connected to the plaintiff's purpose. I don't view this as a final judgment. I think that there are still, as S.L.T. Warehouse says, there's still judicial labor in this case, and the Court still needs to do things to effectuate the termination of the cause between the parties. Now, putting aside the request on the books and records, our complaint also contains a count, Count II, which was to compel an annual shareholder meeting. Obviously that count has not really been at focus in this litigation because we had to determine Litigation Services | 800-330-1112 www. litigationservices.comHEARING - 11/19/2018 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Page 7] whether or not the plaintiffs were shareholders. We've now reached that step. And I also filed a motion to compel a shareholder meeting; however, I'd like to advise the Court that after researching some of the case law, particularly in Delaware, this weekend, I'm going to withdraw that motion for now and refile as a summary judgment motion. So plaintiff's position is that the prongs B and C of 607.1602(3) have not been adjudicated; therefore, we are opposing the motion for entry of final judgment. Now, in terms of the stay, Federal Rule of Appellate Procedure 9.310 governs the stay, and in order to prevail, the party moving for the stay has to establish a likelihood of success on the merits and a likelihood of harm absent the entry of the order. Mr. Arslanian's only rationale is that the cat will be out of the bag if he's forced to provide these records to my client. Now -- and he cited some case law in connection with that. I haven't seen the new case that he referenced in his statement. But certainly with respect to the two that were in the brief that I saw, the Stevenson case is very distinguishable. This was a situation where a Litigation Services | 800-330-1112 www. litigationservices.comHEARING - 11/19/2018 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Page 6 court order was entered which didn't even comply with the minimal standards. It was held on a five-minute calendar call. There was no finding that there was a proper purpose and that the records were directly connected. So that's why the Court didn't want to let the cat out of the bag. The Ojis (phonetic) Industry case that he cites also is distinguishable. This was a situation where the parties had an arbitration clause and so the court said, you know, he's seeking the records even though that he's supposed to arbitrate it. So they sent it to arbitration. The one case that I cited, Mayport Housing, and I have a copy if the Court would like a copy, is somewhat closer, I would say. This was a situation where there was a question about whether a person was a limited party or the transferee of a limited partner. But the Court held that the party was still entitled to obtain the records he was seeking as long as they were produced with proper safeguards in place. In this case, the lower court had said that they had to have proper safeguards by virtue of a confidentiality agreement. My clients agreed, in the demand letter, that they would be willing to enter into a confidentiality Litigation Services | 800-330-1112 www. litigationservices.comHEARING - 11/19/2018 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Page 9 agreement. So I think that any concerns that Mr. Arslanian might have could be alleviated by entry of a confidentiality agreement. So we are opposing the stay. And I would also like to point out that I don't think that Mr. Arslanian has made any attempt to show that he has likelihood of success on the merits in an appeal. So that's another basis to deny it. THE COURT: What is your recommendation on conclusion of the judicial labor involved to complete the rest of the case? MS. KOMLOSSY: Well, I believe that the Count II, which is the count asking the Court to compel an annual shareholder meeting, is part of this whole transaction. It arises out of the same facts and circumstances. So until that's concluded, along with the scope and production of the records, there is still judicial labor that has to be gone through in this case. THE COURT: Scope, and what was the other word? MS. KOMLOSSY: Scope and -- I forget. Do you have that? (A portion of the record was read by the reporter.) THE COURT: All right. Reply. Litigation Services | 800-330-1112 www. litigationservices.comHEARING - 11/19/2018 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Page 10 MR. ARSLANIAN: Judge, first of all, what's happening here is now I'm hearing that what might thwart finality is the fact that they've asked to compel a shareholders meeting. I have no defenses whatsoever to stop them from compelling the shareholders meeting based on Your Honor's ruling on all of the other issues. We are creating an unnecessary -- totally unnecessary proceeding. If I have to stipulate, I have no additional defenses, I have nothing more to raise other than that was raised as to the records request, which has already been denied, and now they're kind of backtracking. And I believe the summary judgment did include both items, and now they're just trying to say that, well, we're going to come back to compel the meeting after we filed the motion to compel it, after we say in our motion that we won that issue, motion to compel annual shareholders meeting, served the request, they filed the complaint, they filed the motion for summary judgment, we won the summary judgment, and now they're saying, no, it's not been done, we want to -- so that there's still some judicial labor left to be done. There is no judicial labor to be done. We argued this fully, they won, we lost. I've got to be able to appeal this. Litigation Services | 800-330-1112 www. litigationservices.comHEARING - 11/19/2018 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Page 11 THE COURT: All right. So you're in agreement to a stipulation on Count II is what I'm hearing? MR. ARSLANIAN: Yes. THE COURT: Okay. MR. ARSLANIAN: Only because of the prior Court's ruling. There's nothing further that I could add that was already added. Yes, that's what I'm saying. THE COURT: All right. So if counsel's stipulating to Count II, that removes the necessity to have a motion for summary judgment. So what is left at that point, now that the stipulation is in place? MS. KOMLOSSY: Well, we still haven't covered prongs two and three of 607.1602, which is determination of the scope of the records and whether or not they're directly connected to the shareholders' purpose. MR. ARSLANIAN: I argued that and lost that. I argued specifically that the scope should be limited by a limitation in these other things, the Court rejected that argument. That's all been argued and lost. I'm not going to make more judicial labor on something that's already been argued and ruled upon. MS. KOMLOSSY: Well, I have to disagree with you, Mr. Arslanian. If you're talking about you argued Litigation Services | 800-330-1112 www. litigationservices.comHEARING - 11/19/2018 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Page 12] about this at the motion for summary judgment, there is no reference in the transcript or in of the affidavits that you submitted, nor indeed in my papers, as to the scope and whether or not they're directly related. MR. ARSLANIAN: I disagree. I know that I cited cases and brought them to Your Honor's attention during the hearing. These were Delaware cases. And Your Honor even asked during the hearing, if I'm supposed to have a statute of limitations, where would the limitations begin? Where would the limitations end? You did do that analysis. I guarantee you a thousand percent that we did discuss these issues. MS. KOMLOSSY: Yes, we discussed them in the context -- MR. ARSLANIAN: I have -- MS. KOMLOSSY: We discussed them in the context -- MR. ARSLANIAN: I know that we did. MS. KOMLOSSY: -- context of whether or not the statute of limitations barred claims by the shareholders. It was not related -- and I did look at the transcript this weekend and, you know, I'm fairly confident of this, that it did not relate to the scope or whether or not they were directly related to the shareholders' purpose. So those arguments -- Litigation Services | 800-330-1112 www. litigationservices.comHEARING - 11/19/2018 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Page 13] MR. ARSLANIAN: We cited Graulich versus Dell, a Delaware case, that specifically talked about whether your demand that you made -- you first made a demand in 2017, whether you could go back to 2011 in your letter attached to the complaint. That is clearly, was clearly part of my opposition papers and clearly part of what was argued during the hearing. MS. KOMLOSSY: In the context -- MR. ARSLANIAN: I specifically -- I'm going to read from my -- one of my papers that talks about that. It specifically said that they have no right to go back to May 2011. And that was definitely -- and there is -- I don't have the transcript in front of me but I'm going to find it right now and I know that the Court did ask about that. MS. KOMLOSSY: Mr. Arslanian, in connection with the motion for summary judgment, my recollection is that the only documents that were submitted were two affidavits. Does that comport with your recollection? MR. ARSLANIAN: No. No, I filed the motion to strike your affidavit, I filed a response to your motion for summary judgment, I filed other papers. Absolutely. No, that does not comport with my -- I filed motions for leave to amend and add other additional affirmative defenses and I definitely responded to the motion for Litigation Services | 800-330-1112 www. litigationservices.comHEARING - 11/19/2018 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Page 14 summary judgment as well. MS. KOMLOSSY: That's not my recollection. I only recall the two affidavits. MR. ARSLANIAN: You don't recall a motion to strike your affidavits? MS. KOMLOSSY: No, I do recall that, yeah. Yeah. MR. ARSLANIAN: Okay. So there is more than what you recall. MS. KOMLOSSY: Correct. But I withdrew that affidavit so it wasn't an issue. MR. ARSLANIAN: Do we have the transcript of the second proceeding available right there? MS. KOMLOSSY: Yes. MR. ARSLANIAN: Okay. There is statements from Judge Croom specifically asking me when the statute of limitations should arise. And I definitely cited to the Graulich case which talks about a request has to be timely. And I know that we discussed this. Had I even known that this was going to come up, I would have the transcript ready right now. MS. KOMLOSSY: The only reference in the transcript, according to the index, for Graulich is on page 33 to 34. MR. ARSLANIAN: Okay. Litigation Services | 800-330-1112 www. litigationservices.comHEARING - 11/19/2018 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Page 15] MS. KOMLOSSY: Where there was a discussion, I assume this is you speaking: Second of all, as far as the statute of limitations goes, where a records request is for items to investigate wrongdoing, you cannot get documents that are beyond the statute of limitations. And those were -- MR. ARSLANIAN: Well there you go. There you go. And I lost. And there is statements from the judge in there asking me, if I was to look at the statute of limitations, where it would begin or where it would end. MS. KOMLOSSY: But as that continues, your argument was that plaintiff is time-barred from bringing certain suits. So I disagree with your characterization. THE COURT: I'm looking at the relief requested in the motion for summary judgment. My order simply says the motion is granted, so I went back to the actual motion itself, because I've not been provided with the transcript and I frankly don't recall this particular ruling. MR. ARSLANIAN: Right. But the motion -- THE COURT: Excuse me. MR. ARSLANIAN: The motion says that -- it asks for the relief of -- Litigation Services | 800-330-1112 www. litigationservices.comHEARING - 11/19/2018 ” Page 16 1 THE COURT: Excuse me. Sir. 2 MR. ARSLANIAN: -- giving every document that 3 they've requested in the complaint -- 4 THE COURT: Okay. Can I -- 5 MR. ARSLANIAN: -- which includes going back 6 to 2011. 7 THE COURT: Can I make a record? 8 MR. ARSLANIAN: So you ruled against me on the 9 scope. 10 THE COURT: Can I make a record, please? 11 MR. ARSLANIAN: I didn't win anything. 12 THE COURT: Can I make a record, please? 13 MR. ARSLANIAN: Yes. 14 THE COURT: All right. So to get back to what 15 I was saying, I went back to the motion for summary 16 judgment which was filed on June 4, some time ago, and 17 the conclusion that was requesting release asks for 18 granting a motion for summary judgment including fees 19 and costs for having to compel a shareholder inspection 20 under Florida Statute Section 607.1604, section three. 21 So without a transcript, it appears this is 22 the relief I have granted. Is there a dispute about 23 that at this point? 24 MR. ARSLANIAN: No, there's not. 25 THE COURT: All right. Litigation Services | 800-330-1112 www. litigationservices.comHEARING - 11/19/2018 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Page 17] MR. ARSLANIAN: But they're creating a dispute after they've won. They basically asked for, in their motion, that everything in their complaint, I have to produce. And they've attached a letter, a demand letter. So everything in there is what I have to produce. That's what they want in their motion to compel. And now they're saying that there's still issues out there? I'm at a loss, Judge. There's no -- there's just no issue here. THE COURT: All right. So here's my -- here's my ruling -- MR. ARSLANIAN: They asked for all the documents -- THE COURT: Sir, please. MR. ARSLANIAN: -- moved for summary judgment, and I lost. THE COURT: All right. Sir, you don't have to repeat yourself. All right? I've got it. MR. ARSLANIAN: I'm sorry. THE COURT: All right. MR. ARSLANIAN: I'm sorry, Your Honor. And I apologize that I'm not there in person but I had surgery on Thursday. THE COURT: There's absolutely no problem to appear by phone. I certainly understand that happens Litigation Services | 800-330-1112 www. litigationservices.comHEARING - 11/19/2018 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Page 16 and it's no problem at all. I've granted the motion for summary judgment. I've stated on the record what the motion for summary judgment's relief that was requested included, I have granted that, and therefore, the order can be amended to include that relief that is reflected in the motion for summary judgment. Is there anything outside of that relief that's requested from the summary judgment which was granted that would prohibit entry of a final judgment today? MR. ARSLANIAN: No. THE COURT: All right. Anything else? MS. KOMLOSSY: I'd like to raise with the Court an issue that just cropped up right before I came here. I went on and checked the records for P.D.K. Apparently it is administratively dissolved for failing to file or pay the annual fee. I haven't had time to focus in on it or obviously research it, but I wanted to raise it with the Court. I'm not sure if Mr. Arslanian is aware of this. MR. ARSLANIAN: How would I be aware of it since I'm hearing about it for the first time and that has nothing to do with whether or not the relief that was granted is final or not? Litigation Services | 800-330-1112 www. litigationservices.comHEARING - 11/19/2018 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Page 19 MS. KOMLOSSY: Well, it does create some issues which, as I said, I haven't had time to research. MR. ARSLANIAN: Judge, with all due respect, I believe that Counsel, having won the case fully, is doing everything possible to stop me from just simply appealing. THE COURT: All right. I've ruled. You can have the final judgment to the extent of the motion for summary judgment which was granted. So if you want to send in a proposed order that reflects that language, that's fine. MR. ARSLANIAN: Okay. And I've also conceded that there's no issue with regards to the meeting. And I did submit a proposed order to Your Honor prior to the hearing, I'll resubmit it again, but it basically says that. THE COURT: All right. I'm looking at the orders for today. MR. ARSLANIAN: It said that I've got to produce all the records that were requested in the complaint and they're entitled to a corporate meeting and that's it. Final judgment entered in favor of the plaintiff. THE COURT: All right. I'm looking at the orders that were submitted for today's hearings, I don't Litigation Services | 800-330-1112 www. litigationservices.comHEARING - 11/19/2018 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Page 20 | see any for this particular hearing. So if you can send in revised orders which reflect what occurred here today and the stipulations that have occurred here today, then we'll be all set I think. MR. ARSLANIAN: Okay. The only thing left, Judge, regarding that is I just want to say that I'm going to call opposing counsel and work this out so that I can send it in tomorrow. I've got an order from the Fourth DCA with my pending appeal to get this final order. I need to just get that entered really forthwith. I'm under orders from them to procure that final order. So I will resolve that and will submit something, either later this afternoon or tomorrow. THE COURT: All right. Excellent. And with regard to the stay, what is remaining? Just the collection of attorney's fees and costs? MS. KOMLOSSY: Correct. THE COURT: All right. I typically don't stay on that ground. MR. ARSLANIAN: Yeah, I'm not asking for a stay of the attorney's fee. They can do whatever they need to do to try to get attorney's fees, whatever it is. I'm not asking for that. What I'm asking to do is, since they're Litigation Services | 800-330-1112 www. litigationservices.comHEARING - 11/19/2018 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Page 21] entitled to the books and records and since they're entitled to compel a meeting and since I'm appealing that, I'm asking that I don't want to give them -- if I give them the books and records and then I win on the appeal, they've gotten something that, you know, that they can't give back to me. They're going to just copy it and they'll have something that they shouldn't have. That's what I'm asking to be stayed. THE COURT: Well, can you address the confidentiality issue? MR. ARSLANIAN: Well, the confidentiality issue still doesn't preclude them from having the information that they shouldn't be entitled to to begin with. You know, I think that, if the Court wished, I think that we could be perhaps compelled to produce the records under seal to the Court, and if we lose the appeal, boom, they have them. MS. KOMLOSSY: That's fine. I'll accept that. MR. ARSLANIAN: I don't want to -- I don't want to, on one hand, say I'm going to appeal and I don't want to do anything for them, I just want to preserve the integrity of everything and the status quo. THE COURT: All right. Counsel's agreed with your production of the documents for in-camera. MS. KOMLOSSY: In its entirety. Litigation Services | 800-330-1112 www. litigationservices.comHEARING - 11/19/2018 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Page 22 | MR. ARSLANIAN: Okay. THE COURT: All right. So if you can put that in the order as well, that there's been agreement amongst counsel for that particular remedy, that would, I believe, cover the last issue. Is that correct? MS. KOMLOSSY: That's correct. THE COURT: Okay. Is there anything else we need to do on this case today? MR. ARSLANIAN: No. THE COURT: Okay. I'm happy to get that entry of the orders expedited once you guys get those to me. MS. KOMLOSSY: Thank you. I appreciate it. MR. ARSLANIAN: Okay. You will be in -- I know, because of the holidays, you will be in tomorrow? I mean, I just want to make sure. Because we're really under a deadline from the Fourth. THE COURT: I am working tomorrow and the next day. MR. ARSLANIAN: Okay. Thank you. Thank you, Your Honor. THE COURT: All right. Thank you. MR. ARSLANIAN: And I just want to point out that I have two dogs over here that can bark at any moment's notice, and so far, I've been very lucky. So I think it's time to go. Litigation Services | 800-330-1112 www. litigationservices.comHEARING - 11/19/2018 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Page 23 | THE COURT: Okay. Thank you. Have a good day. MR. ARSLANIAN: Thank you, Your Honor. you for your time, greatly appreciated. MS. KOMLOSSY: Thank you, Your Honor. (The hearing was concluded 1:56 p.m.) Thank Litigation Services | 800-330-1112 www. litigationservices.comHEARING - 11/19/2018 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Page 24 | CERTIFICATE OF REPORTER I, Kimberly Pogue, Court Reporter, in and for the State of Florida at large, do hereby certify that I was authorized to and did report the foregoing proceedings, and that the transcript, pages 1 through 23 is a true and correct record of the proceedings to the best of my ability. Done and dated this 26th day of November, 2018 at Martin County, Florida. Kimberly Pogue, RPR Court Reporter THIS TRANSCRIPT IS DIGITALLY SIGNED. SHOULD THERE BE ANY CHANGE MADE, THE SIGNATURE WILL DISAPPEAR. Litigation Services | 800-330-1112 www. litigationservices.comHEARING - 11/19/2018 Index: 19th. .amongst 41 4 954 842-2021 | additional ago 16:16 1:20 10:9 13:24 agreed 8:24 19th 1:16 4 16:16 954 922-2926 | address 21:9 21:23 1:24 1:28 1:15 5 adjudicated agreement A 7:10 8:23 9:1,3 1:56 23:6 11:1 22:3 510890 1:6 administrativ 2 able 4:2,4 ely 18:17 all 2:15,17,21, 543 5:2 5:12 10:25 23,24 4:5 5:7, advise 7:4 14 9:25 10:1, above 1:13 6 11:1,9,21 2011 13:4,12 | 562017CA165 15:2 16:14,25 16:6 OAXXXHC 1:3 affidavit 17:10,12,17, absent 7:17 13:21 14:11 18,20 18:1,13 2017 13:4 5800 1:23 19:3,7,17,20, 2018 1:16 6 13:22 17:24 6:12 12:2 . ra 13:19 14:3,5 o7th 341 abundance alleviated 9:2 607.1601 5:19 | 3:18 affirmative 2d 5:2 13:24 allow 4:11 . 607.1602 accept 21:18 11:15 after 3:22 5:8 | along 9:16 3 access 4:19 75 10:15,16 17:2 607.1602(3) already 4:23 7:10 j 10:11 11:7,23 308 5:2 aces ing afternoon 2:8 , 20:14 33 14:24 607.1604 also 6:22 7:3 . 16:20 actual 5:16 8:8 9:5 19:13 15:19 afterwards 33021 1:20,23 9 3:21 amend 13:24 add 11:7 oe 34 14:24 13:24 again 19:16 amended 9.310 7:14 _ 18:5 added 11:7 against 16:8 amongst 22:4 Litigation Services | www. litigationservices.com 800-330-1112HEARING - 11/19/2018 Index: analysis. .call analysis 5:16 7:14 9:2,6 10:1 14:13 beginning 12:11 11:3,5,18,25 1:15 appreciate ea ao aware 18:21, annual 6:23 22:12 14:4.8.12.15 22 behalf 2:6,10 sate 25 15:7,22,24 . appreciated 16:2,5,8,11, B believe 9:12 23:4 13,24 17:1, 10:13 19:4 another 9:8 12,15,19,21 22:5 approaching Ieaie ia back 3:16 anything 2:14 oa 4:18 10:15 between 6:20 16:11 18:8,13 aren 13:4,11 15:18 21:2122:7 | arbitrate 8:11 | 22:1,9,13,19, | gcc "> | beyond 15:5 22 23:3 , apologize arbitration . books 6:13 17:22 8:9,12 Arslanian's paeecwing 21 21:1,4 7:18 Apparently . . 18:17 argue 6:5 bag 7:198:6 | boom 21:17 aside 6:21 argued 10:24 both 10:13 appeal 3:14 | a oat, | asks 5:25 bark 22:23 4:2,4,11,12, oe aad S peo 15,17 6:12,13 | 23:25 13:7 18:25 16:17 Jarred 6:6 | Dief 7:24 9:8 10:25 12:20 : 20:10 21:5, argument assume 15:2 , bringing 17,20 4:14 11:21 15:13 15:13 based 10:5 . attached 13:5 appealing 17:4 . 19:6 21:2 arguments basically 3:3 brought 12:6 12:25 attempt 9:6 17:2 19:16 appear 17:25 . bunch 4:19 i: : basis 9:8 arise 14:17 | attention 12:6 c appearances 1:17 2:4 arises 9:15 tt . before 1:13 attorney's 3:22 5:1,9 . 3:19.21 5:4.8 1 18:15 calendar 8:3 appears Arslanian 20:17,22,23 16:21 1:22,24 2:8,9, 18,22,24 6:3 . begin 12:10 call 3:4 8:3 available 15:11 21:13 | 20:7 Appellate Litigation Services | www. litigationservices.com 800-330-1112HEARING - 11/19/2018 Index: came. .court came 1:12 18:15 can't 4:3 21:6 cannot 15:4 case 1:3 4:25 5:1,5 6:18 7:5,20,22,24 8:7,13,21 9:11,18 13:2 14:18 19:4 22:8 cases 12:6,7 cat 7:18 8:6 cause 1:12 6:20 caution 3:13 certain 15:14 certainly 7:23 17:25 CERTIFICATE 24:1 characterizati on 15:15 checked 18:16 CIRCUIT 1:1 circumstance s 9:16 cited 7:20 8:13 12:6 13:1 14:17 cites 8:8 claiming 3:7 claims 12:20 clause 8:9 clear 5:25 clearly 13:5,6 client 7:20 clients 5:17 6:1 8:24 closer 2:12 8:15 collection 20:17 come 2:15 3:16,21 5:8 concluded 10:15 14:20 9:16 23:6 compel 3:4, conclusion 25 4:24 6:23 9:10 16:17 7:3 9:13 10:3, 15,16,17 confident 16:19 17:7 12:23 21:2 . confidentialit compelled y 8:22,25 9:3 . 21:10,11 Ob elling conjunction . 4:22,23 compiaint 3:6 connected 4:10 6:22 5:23 6:15 8:5 10:18 13:5 11:17. . 16:3 17:3 . 19:21 connection 7:21 13:16 complete 9:10 considered comply 8:1 6:4 contain 4:7 comport 13:19,23 contains 6:22 conceded 19:13 context 12:14,17,19 13:8 concerned 3:4 continues 15:12 concerns 9:1 copy 4:18 8:14 21:6 corporate 3:7,8 4:16 19:21 corporation 1:8 correct 14:10 20:18 22:5,6 Corsini 5:2 costs 16:19 20:17 counsel 19:4 20:7 22:4 counsel's 11:9 21:23 count 6:22,24 9:12,13 11:2, 10 County 1:2, 14 court 1:1,14 2:3,7,9,14,17, 25 4:21 5:1, 11,14,25 6:4, 18 7:5 8:1,5, 10,14,18,21 Litigation Services www. litigationservices.com | 800-330-1112HEARING - 11/19/2018 Index: Court's..every 9:9,13,19,25 22:18 23:2 determination | document 3:20 5:4,6 11:1,4,9,20 11:15 16:2 tela DGA 5:1 20:9 enter 4:22 os on determine documents 8:25 10,12,14,25 5:25 6:25 3:25 4:9,15 17:10,14,17, | deadline . . 13:18 15:5 20,24 18:13, 22:16 17:13 21.24 entered 3:1, 15,21 19:7, directly 5:23 . . 14 4:6 8:1 17,24 20:15, 6:15 8:4 19:22 20:11 19 21:9,14, pefengant 11:17 12:4,24 | dogs 22:23 16,23 22:2,7, | counter- . 10.17 21231 plaintiff 1:9, entirety 21:25 au . 22 disagree done 5:4,6,8 court's 11:6 tea 12:5 10:21,22,23 entitled 3:19, ourts 11S | defenses 3:9 : 24 4:8,9,20 10:4,10 13:25 due 19:3 §:11,17 8:19 Courthouse discuss 19:21 21:1,2, 1:14 definitely Ta:t2 during 6:4 13 13:12,25 12:7,8 13:7 cover 22:5 14:17 discussed entry 7:11,17 12:13,16 E 9:2 18:10 covered Delaware 7:6 14:19 22:10 11:14 12:7 13:2 discussing ~maii . enumerated 6:9 e-mailed 4:25 5:18 create 19:1 Dell 13:1 . . effectuate creating 10:7 | demand 5:19 aiscussion 6:19 FS oY a 17:1 8:24 13:3 . “ 17:4 either 20:14 dispute 16:22 Essentially Croom 1:13 171 3:6 14:16 denied 10:12 Emily 1:21 dissolved 2:5.20 establish cropped deny 9:8 . . 18:15 18:17 7:16 . end 12:11 i 15:11 D describes distinguishab even 8:1,10 . le 7:25 8:8 12:8 14:19 enforce 3:5 desires 5:22 . District 3:14 every 16:2 day 1:16 enforcement Litigation Services | 800-330-1112 www. litigationservices.comHEARING - 11/19/2018 Index: everything. .here everything Federal 7:13 13:3 18:23 G guys 22:11 17:3,5 19:5 — 21:22 fee 18:18 five-minute H 20:22 8:2 give 21:3,4,6 Excellent 20:15 fees 3:19,21_ | Florida 1:2,8, ] giving 16:2 | hand 4:3 5:4,8 16:18 15,20,23 21:20 except 5:6 20:17,23 16:20 goes 15:3 happening Excuse 15:23 | file 18:18 focus 6:25 . 10:2 16:1 18:19 gone 9:18 filed 3:3,6,9, ‘ok. happens expedited 13 7:3 10:15, | follows 1:17 good 2:8 8:19 17.95 22:11 18,19 13:20, , 21,22,23 Tn, forced 7:19 . happy 22:10 extent 19:8 16:16 gowen 3:18 5 harm 7:17 final 3:15,17, | forget 9:21 F 21,22 4:24 governs 7:14 5:5,8,10 6:16 | Fort 1:14 having 16:19 fact 4:25 610 ma 18:10,25 granted 3:11 19:4 21:12 103. sone forthwith 4:23 15:18 , u 20:11 16:22 18:2,5, | hear 2:12 10,25 19:9 facts 9:15 finality 3:12 Fourth 3:14 hearing 1:12 4:7 10:3 5:1 20:9 granting 3:1 | 2:13 5:1 10:2 failing 18:17 22:16 16:18 11:2 12:7,8 finally 2:25 13:7 18:23 fairly 12:22 frankly 15:20 | Graulich 13:1 | 39°15 201 find 13:14 14:18,23 , faith 5:19 front 13:13 . finding 8:3 greatly 23:4 means far 3:4 15:2 fully 10:24 22:24 fine 2:13 19:4 ground 20:20 . 19:11 21:18 held 8:2,18 favor 4:1,2 further 5:6 guarantee . . . : . here 10:2 19:22 first 2:22 10:1 | 11:6 12:11 17-9 18-16 Litigation Services | 800-330-1112 www. litigationservices.comHEARING - 11/19/2018 Index: here's. .1likel ihood 20:2,3 22:23 here's 17:10 holidays 22:14 Hollywood 1:20,23 Honor 2:8,13, 18,25 3:10 4:1 12:8 17:21 19:15 22:20 23:3,5 Honor's 4:1 10:6 12:6 HONORABLE 1:13 hour 1:15 Housing 8:13 however 7:4 I 6:23 9:13 11:2,10 improper 6:5 in-camera 21:24 include 10:13 18:6 included 18:4 includes 16:5 including 16:18 index 14:23 Industry 8:7 information 21:13 initially 5:11 inspect 5:22 inspection 16:19 integrity 21:22 into 8:25 introduce 2:3 investigate 15:4 involved 9:10 issue 4:14 10:17 14:11 17:9 18:15 19:13 21:10, 12 22:5 issues 4:8 10:6 12:12 17:8 19:2 items 10:13 15:4 J-O-A-N-N-O- U 5:2 JANET 1:13 Joannou 5:2 judge 1:13 10:1 14:16 15:9 17:8 19:3 20:6 judgment 3:2, 10,20,22,23 4:8,22 5:5,9, 24 6:5,11,16 7:8,12 10:13, 19,20 11:11 12:1 13:17,22 14:1 15:17 16:16,18 17:15 18:2,7, 9,10 19:8,9, 22 judgment's 18:4 judicial 1:1 5:3 6:18 9:10, 18 10:22,23 11:22 June 16:16 K Katchmere's 6:12 kind 4:13 10:12 known 14:20 Komlossy 1:19,21 2:5, 11,16,21,23 5:15 9:12,21 11:14,24 12:13,16,19 13:8,16 14:2, 6,10,14,22 15:1,12 18:14 19:1 20:18 21:18,25 22:6,12 23:5 labor 5:3 6:18 9:10,18 10:22,23 11:22 language 3:11 19:10 last 2:24 22:5 later 20:14 law 1:19,22 2:5 7:5,20 leave 13:24 left 5:7 10:22 11:12 20:5 lengthy 3:9 let 8:5 letter 8:24 13:4 17:4,5 like 3:1 7:4 8:14 9:5 18:14 likelihood 7:16,17 9:7 Litigation Services | www. litigationservices.com 800-330-1112HEARING - 11/19/2018 Index: limitation. .orders limitation Lucie 1:2,14 9:2 10:2 necessity 20:2,3 11:20 11:10 lucky 22:24 mind 2:20 OFFICE 1:22 limitations need 20:10, 12:9,10,11,20 a . 23 22:8 wg, 14:17 15:3,5, M minimal 8:2 Ojis 8:7 11 . moment's needs 53 once 22:11 , made 5:19 22:24 : limited 8:17 .| . 9:6 13:3 11:19 neither 6:13 one 4:3 6:13 more 3:4 4:8 . 8:13 13:10 . 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