Preview
ELECTRONICALLY FILED
LAW OFFICE OF JEFF BENNION Superior Court of California
JEFFREY M. BENNION, SBN 275946 COUt Of Santa Barbara
2869INDIA ST Darrel E. Parker, Executive Officer
§§§9§16E§§3§L13§2103 7/6/2016 4:51 :47 PM
JEFF@]BENNIONLAW.COM By: Terri Chavez, Deputy
Attqrneys for Defendants.
Chrls H_ulme, and ClearV1ew
Industnes, Inc.
SUPERIOR COURT OF THE STATE OF CALIFORNIA
COUNTY OF SANTA BARBARA
ANACAPA DIVISION
10
11 Patsy Moler,
Case No. 1417847
12 Plaintiff,
Defendant ClearView Industries,
13
V. Inc.’s Motion in Limine to
. _ .
Preclude Evidence that the
Chris Hulme, 1n<11v1dually and dba Corporate Minutes Were
14 Clearv1ew Industrles, Inc., Finalized in 2015
Jennifer Hulme, individually and dba
15 ClearView Industries, Inc., and Does 1 Motion of 1 of 9
througt, inclusive
16 Complaint Filed: 7/1/13
Defendants. A331 ned: Hon. James E Herman
17 Tria Date: 7/13/2016
18 And Related Cross Action
19
20
TO: ALL PARTIES AND THEIR ATTORNEYS OF RECORD:
21
PLEASE TAKE NOTICE that Defendant, ClearView Industries, Inc.,
22
respectfully moves this Court for an order precluding Plaintiff from producing
23
evidence at trial that ClearView’s corporate minutes were finalized in 2015.
24
This motion is based upon grounds that it would be unfair and unduly
25
prejudicial to Defendants and would confuse the issues and mislead the jury to
26
permit Plaintiff to introduce such evidence. This motion is made under the
27
provisions of Evidence Code section 352, the supporting Memorandum of Points
28
1
Defendant ClearView’s Motion in Limine 1 of 9 re Minutes
and Authorities, the pleadings and papers on file in this action, and upon such
argument and evidence as may be presented prior to or at the hearing of this matter.
I. There Is No Evidentiary Value to the Date the
Minutes Were Converted to Tangible Form
The only code section in the Corporations Code, §1500, that deals with the
format of minutes states:
...Those minutes and other books and records shall be kept
either in written form or in another form capable of being
converted into clearly legible tangible form or in an
c0mb1nat1on of the fqregomg. When mmutqs and other bqoks
and records are kept 111 a form ca able 0f bemg converted ll'ltO
clearly legible paper form, the c early legible gaper form into
11
which those minutes and other books an records are
converted shall be admissible in evidence, and accepted
12
for all other purpose; to the same extent as an or1g1nal pg er
record of the same Informatlon would have been, pr0V1 ed
that the paper form accurately portrays the record.
13
14 (Cal. Corp. Code §1500.) The code section states expressly that corporate minutes
15 do not need to be maintained in written form or even in tangible form, but they must
16 be capable of being converted later into tangible form and those converted
17 documents shall be admissible as evidence. Corporations Code §314 states that
18 when the secretary of a corporation certifies the corporate minutes to be true, it is
19 prima facie evidence that the meeting took place. 1 In fact, Corporations Code
20 §300(e) states that Close corporations can agree to not have directors’ and
21 shareholders’ meetings and that “shall not be a considered a factor tending to
22
23
24
25 l The original or a copy in writing or in any other form capable of being converted into
26 clearly legible tangible form of the bylaws or of the minutes of any incorporators',
shareholders', directors', committee or other meeting or of any resolution adopted by the board
27 or a committee thereof, or shareholders, certified to be a true copy by a person purporting
to be the secretary or an assistant secretary of the corporation, is prima facie evidence of
28 the adopt ion of such bylaws or resolution or of the due holding of such meeting and of the
matters stated therein. (Corp Code §314)
2
Defendant ClearView’s Motion in Limine 1 of 9 re Minutes
establish that the shareholders have personal liability for corporate
obligations.” (Corp Code §300(e).)
As the Court already stated in its December 18, 2015 Minute Order:
“The Corporations Code does not state when minutes
must be created. Corporations Code section 1500 does
indicate that minutes may be ke t in othgr than written. form
as long as .the mlngtes are capa 1e of belng converted 1nt0 a
clearly 1e 1ble tanglble form...As the deposition testimony
of Ienni er Hulme indicates, there is no basis for a claim
that the documents were forged.”
At the outset of this litigation, Plaintiff made several specific allegations of
deficiencies in ClearView’s corporate structure, including that the directors stole
10 from the corporation without telling corporate funds to
each other, used buy
11
personal items, and forced ClearView to buy expensive things and then forced
12 ClearView to either give it to the Hulmes for free or at a very reduced price, and that
13 ClearView had no corporate meetings. When asked for the basis of these allegations
14 that ClearView knew to Plaintiff responded in that the
be untrue, discovery
15 allegations were based on several conversations with Defendant Chris Hulme.
16 When asked in follow up interrogatories more details about those conversations,
17 Plaintiff responded that those conversations never took but
actually, place,
18 ClearView just seemed like corporation that would do those things.
always a
19 Plaintiff confirmed in deposition that she has no knowledge of information
any
20 regarding the corporate structure or formalities of ClearView.
21 Plaintiff’s only attack on the corporation is to call all of the Defendants liars
22 because the meeting minutes were finalized in 2015 and to suggest that that is
23 somehow improper. suggestion that the corporate minutes are not valid
Any
24 were converted to tangible form in 2015 would simply
because they only be
25 contrary to the code, contrary to this Court’s prior ruling, and would only serve to
26 confuse and mislead the jury.
27
28
3
Defendant ClearView’s Motion in Limine 1 of 9 re Minutes
II. The Corporate Minutes Reflect the Items
Discussed in the Meetings
As explained by ClearView Secretary and CFO, Jennifer Hulme, ClearView
maintained separate folders for each year that contained notes and agenda items
that were discussed in corporate meetings, and those notes and printouts and
electronic files were archived, and were capable of being converted into a tangible
written form that reflected the information that was discussed at each meeting:
Q. What actual tasks did you do to gather those minutes. What
I mean, what did you do?
10 A. I had to 0 to computers that we had, and documents
that we ha stored in boxes as well, to find notes from
11 meetin s and other communications that we had --
would ave discussed, that we did discuss at the
12 meetings listed in the meeting notes.
13
14 (See Exhibit 1, Deposition of Jennifer Hulme at 109:12-18.) Jennifer Hulme also
15 explained in deposition how the meetings were conducted and how the agenda
16 items were organized, and how the record of what was discussed was archived and
17 maintained, and how they accurately reflect what was discussed at the meetings:
18
Q. So as best you can recall, what did you look at to come up
19 with this information?
20 A. We had in storage paper documents that had been set
aside when we would have meetin s and we would --
21 of time woul -- or I
you know, ahead we personally
would get together, you know, notes from the year so far
22 and documents from the year so far, that we would want
to discuss and put in like a manila folder. And there were -
23 - also I'd 0 through the e-mails, the many e-mails that would
happen uring the year to see what -- you know, kind of
24 compile and aggregate all the, like, topics that we wanted
to talk about and set those aside in llke a -- in a folder in
25
my -- within my e-mail, so that we would look at those
together at the meeting, kind of like would be our
26 outline for, like, what we would talk about. So then I went
back and -- you mentioned you didn't look at the documents
27 sent but it's all those e-mails -- I mean, there's 150
yet,
documents or something, all the e-mails, copies of all —
28
any handwritten notes, notes at meetings, notes during
4
Defendant ClearView’s Motion in Limine 1 of 9 re Minutes
the year that we then discussed at meetings. And then
paper documents of things, like purchase documents and
such, just to talk about everything going on with the business
at the meeting.
(See Exhibit 1 at 145:4—146z3.) Plaintiff has no evidence to suggest that the
meetings did not take place other than to just call everyone a liar, and no evidence
or rule of law to suggest that the converting minutes to tangible form at a later time
is improper.
III. Plaintiff Has Failed to Designate an Expert to
Explain These Issues to the Jury
10 An understanding of the rules and standards that corporate secretaries must
11 follow is sufficiently beyond common experience and requires an expert witness to
12 assist the trier of fact. (Cal EVid Code §801.) Plaintiff has not designated an expert
13 on this subject to explain why, contrary to the Court’s ruling, there is a deadline on
14 when minutes need to be converted to tangible form and how the minutes need to
15 be kept. Defendants would be deprived of any opportunity to cross examine that
16 expert on his opinions of those standards. As such, eliciting any testimony on this
17 topic without offering any assistance on the standard of why Plaintiff believes that
18 Defendants acted below what is required as a bare minimum of corporations would
19 be a waste of the Court’s and the jurors’ time and the only purpose would be to
20 confuse them with extraneous and irrelevant facts.
21 Dated: July 6, 2016 Law Office of Jeff Bennion
22
23
By:
24 Jeffr ennion, Esq.
Attorneys for Defendants
25
26
GRANTED DENIED MODIFIED
27
28 ~ ~ ~ ~
5
Defendant ClearView’s Motion in Limine 1 of 9 re Minutes
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27 Exhibit 1
28
6
Defendant ClearView’s Motion in Limine 1 of 9 re Minutes
SUPERIOR COURT OF THE STATE OF CALIFORNIA
FOR THE COUNTY OF SANTA BARBARA
ANACAPA DIVISION
PATSY MOLER/
ORIGINAL
Plaintiff,
vs. Case No. 1417847
CHRIS HULME, individually and dba
CLEARVIEW INDUSTRIES, INC., and VVVV..VVVVvV\/\IVV
DOES 1 through 10, inclusive,
10 Defendants.
ll AND RELATED CROSS ACTIONS.
12
13
14 DEPOSITION OF
15 JENNIFER LYNN HULME
16 VOLUME I
17 SANTA BARBARA, CALIFORNIA
18 TUESDAY, SEPTEMBER 15, 2015
19
20
21 ATKINSON-BAKER, INC.
COURT REPORTERS
22 (800) 288—3376
www.depo.com
23
24 REPORTED BY: ELIZABETH DOUKAS WHITE, RPR, CSR NO. 9872
25 FILE NO.: ASOBEFO
1 of all corporate minutes. ClearView was incorporated in
2 2007 and a lot of the information requested going back 8
3 years, was located in storage with other archived
4 documents," period, close quotes; did I read that
5 accurately?
6 A. Yes.
7 Q. Is it in fact your testimony that you,
8 after the January 7th court order, began to collect
9 corporate minutes to respond to the request for
10 production?
11 A. Yes.
12 Q. What actual tasks did you do to gather
13 those minutes? What I mean, what did you do?
14 A. I had to go to computers that we had, and
15 documents that we had stored in boxes as well, to find
16 notes from meetings and other communications that we
17 had —— would have discussed, that we did discuss at the
18 meetings listed in the meeting notes.
19 MR_ RING: Could you read her answer back.
20 (Record read.)
21 MR. RING: Q. Now, I note that in your
22 answer you use the term, "computers," plural, "that we
23 had." How many computers did you look at to gather the
24 information as referenced in paragraph 3 of Exhibit 4?
25 A. Three existing computers that we have, as
109
l the specifics that found their way into this four—page
2 minute, okay?
3 A. Uh—huh.
4 Q. So as best you can recall, what did you
5 look at to come up with this information?
6 A. We had in storage paper documents that had
7 been set aside when we —7 when we would have meetings
8 and we would ——
you know, ahead of time we would —— or I
9 personally would get together, you know, notes from the
10 year so far and documents from the year so far, that we
11 would want to discuss and put in like a manila folder.
12 And there were —~ also I'd go through the
13 e—mails, the many e—mails that would happen during the
14 year to see what ——
you know, kind of compile and
15 aggregate all the, like, topics that we wanted to talk
16 about and set those aside in like a —— in a folder in
17 my —— within my eAmail, so that we would look at those
18 together at the meeting, kind of like would be our
19 outline for, like, what we would talk about.
20 So then I went back and ——
you mentioned you
21 didn't look at the documents sent yet, but it‘s all
22 those e—mails ~A I mean, there‘s 150 documents or
23 something, all the e~mails, copies of all ——
any
24 handwritten notes, notes at meetings, notes during the
25 year that we tfien discussed at meetings.
145
1 And then paper documents of things, like
2 purchase documents and such, just to talk about
3 everything going on with the business at the meeting.
4 Q. So as of October 29th, 2007, the corporate
5 existence had been in effect for approximately ten
6 months, January, February, March, April, May, June,
7 July, August, September, and most of October -—
8 A. Uh-huh.
9 Q. —— correct?
10 A. Yes.
11 Q. So is it your testimony then that you
12 looked at approximately ten months' worth of
13 transactions and events and so forth to come up with
14 sort of an agenda for the meeting?
15 A. Well —— for when we had our meeting?
16 Q. Yes.
17 A. Yes, uh—huh.
18 Q. Did you bring that —— did you actually
19 create an agenda for the meeting?
20 A. Not usually, no, just had things separated
21 and ready to discuss.
22 Q. So, by the way, when you went to
23 Princeville, Kauai, in 2007, do you remember what time
24 window you were actually in Kauai?
25 A. It would be about a week.
146
Preview
ELECTRONICALLY FILED LAW OFFICE OF JEFF BENNION Superior Court of California JEFFREY M. BENNION, SBN 275946 COUt Of Santa Barbara 2869INDIA ST Darrel E. Parker, Executive Officer §§§9§16E§§3§L13§2103 7/6/2016 4:51 :47 PM JEFF@]BENNIONLAW.COM By: Terri Chavez, Deputy Attqrneys for Defendants. Chrls H_ulme, and ClearV1ew Industnes, Inc. SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF SANTA BARBARA ANACAPA DIVISION 10 11 Patsy Moler, Case No. 1417847 12 Plaintiff, Defendant ClearView Industries, 13 V. Inc.’s Motion in Limine to . _ . Preclude Evidence that the Chris Hulme, 1n<11v1dually and dba Corporate Minutes Were 14 Clearv1ew Industrles, Inc., Finalized in 2015 Jennifer Hulme, individually and dba 15 ClearView Industries, Inc., and Does 1 Motion of 1 of 9 througt, inclusive 16 Complaint Filed: 7/1/13 Defendants. A331 ned: Hon. James E Herman 17 Tria Date: 7/13/2016 18 And Related Cross Action 19 20 TO: ALL PARTIES AND THEIR ATTORNEYS OF RECORD: 21 PLEASE TAKE NOTICE that Defendant, ClearView Industries, Inc., 22 respectfully moves this Court for an order precluding Plaintiff from producing 23 evidence at trial that ClearView’s corporate minutes were finalized in 2015. 24 This motion is based upon grounds that it would be unfair and unduly 25 prejudicial to Defendants and would confuse the issues and mislead the jury to 26 permit Plaintiff to introduce such evidence. This motion is made under the 27 provisions of Evidence Code section 352, the supporting Memorandum of Points 28 1 Defendant ClearView’s Motion in Limine 1 of 9 re Minutes and Authorities, the pleadings and papers on file in this action, and upon such argument and evidence as may be presented prior to or at the hearing of this matter. I. There Is No Evidentiary Value to the Date the Minutes Were Converted to Tangible Form The only code section in the Corporations Code, §1500, that deals with the format of minutes states: ...Those minutes and other books and records shall be kept either in written form or in another form capable of being converted into clearly legible tangible form or in an c0mb1nat1on of the fqregomg. When mmutqs and other bqoks and records are kept 111 a form ca able 0f bemg converted ll'ltO clearly legible paper form, the c early legible gaper form into 11 which those minutes and other books an records are converted shall be admissible in evidence, and accepted 12 for all other purpose; to the same extent as an or1g1nal pg er record of the same Informatlon would have been, pr0V1 ed that the paper form accurately portrays the record. 13 14 (Cal. Corp. Code §1500.) The code section states expressly that corporate minutes 15 do not need to be maintained in written form or even in tangible form, but they must 16 be capable of being converted later into tangible form and those converted 17 documents shall be admissible as evidence. Corporations Code §314 states that 18 when the secretary of a corporation certifies the corporate minutes to be true, it is 19 prima facie evidence that the meeting took place. 1 In fact, Corporations Code 20 §300(e) states that Close corporations can agree to not have directors’ and 21 shareholders’ meetings and that “shall not be a considered a factor tending to 22 23 24 25 l The original or a copy in writing or in any other form capable of being converted into 26 clearly legible tangible form of the bylaws or of the minutes of any incorporators', shareholders', directors', committee or other meeting or of any resolution adopted by the board 27 or a committee thereof, or shareholders, certified to be a true copy by a person purporting to be the secretary or an assistant secretary of the corporation, is prima facie evidence of 28 the adopt ion of such bylaws or resolution or of the due holding of such meeting and of the matters stated therein. (Corp Code §314) 2 Defendant ClearView’s Motion in Limine 1 of 9 re Minutes establish that the shareholders have personal liability for corporate obligations.” (Corp Code §300(e).) As the Court already stated in its December 18, 2015 Minute Order: “The Corporations Code does not state when minutes must be created. Corporations Code section 1500 does indicate that minutes may be ke t in othgr than written. form as long as .the mlngtes are capa 1e of belng converted 1nt0 a clearly 1e 1ble tanglble form...As the deposition testimony of Ienni er Hulme indicates, there is no basis for a claim that the documents were forged.” At the outset of this litigation, Plaintiff made several specific allegations of deficiencies in ClearView’s corporate structure, including that the directors stole 10 from the corporation without telling corporate funds to each other, used buy 11 personal items, and forced ClearView to buy expensive things and then forced 12 ClearView to either give it to the Hulmes for free or at a very reduced price, and that 13 ClearView had no corporate meetings. When asked for the basis of these allegations 14 that ClearView knew to Plaintiff responded in that the be untrue, discovery 15 allegations were based on several conversations with Defendant Chris Hulme. 16 When asked in follow up interrogatories more details about those conversations, 17 Plaintiff responded that those conversations never took but actually, place, 18 ClearView just seemed like corporation that would do those things. always a 19 Plaintiff confirmed in deposition that she has no knowledge of information any 20 regarding the corporate structure or formalities of ClearView. 21 Plaintiff’s only attack on the corporation is to call all of the Defendants liars 22 because the meeting minutes were finalized in 2015 and to suggest that that is 23 somehow improper. suggestion that the corporate minutes are not valid Any 24 were converted to tangible form in 2015 would simply because they only be 25 contrary to the code, contrary to this Court’s prior ruling, and would only serve to 26 confuse and mislead the jury. 27 28 3 Defendant ClearView’s Motion in Limine 1 of 9 re Minutes II. The Corporate Minutes Reflect the Items Discussed in the Meetings As explained by ClearView Secretary and CFO, Jennifer Hulme, ClearView maintained separate folders for each year that contained notes and agenda items that were discussed in corporate meetings, and those notes and printouts and electronic files were archived, and were capable of being converted into a tangible written form that reflected the information that was discussed at each meeting: Q. What actual tasks did you do to gather those minutes. What I mean, what did you do? 10 A. I had to 0 to computers that we had, and documents that we ha stored in boxes as well, to find notes from 11 meetin s and other communications that we had -- would ave discussed, that we did discuss at the 12 meetings listed in the meeting notes. 13 14 (See Exhibit 1, Deposition of Jennifer Hulme at 109:12-18.) Jennifer Hulme also 15 explained in deposition how the meetings were conducted and how the agenda 16 items were organized, and how the record of what was discussed was archived and 17 maintained, and how they accurately reflect what was discussed at the meetings: 18 Q. So as best you can recall, what did you look at to come up 19 with this information? 20 A. We had in storage paper documents that had been set aside when we would have meetin s and we would -- 21 of time woul -- or I you know, ahead we personally would get together, you know, notes from the year so far 22 and documents from the year so far, that we would want to discuss and put in like a manila folder. And there were - 23 - also I'd 0 through the e-mails, the many e-mails that would happen uring the year to see what -- you know, kind of 24 compile and aggregate all the, like, topics that we wanted to talk about and set those aside in llke a -- in a folder in 25 my -- within my e-mail, so that we would look at those together at the meeting, kind of like would be our 26 outline for, like, what we would talk about. So then I went back and -- you mentioned you didn't look at the documents 27 sent but it's all those e-mails -- I mean, there's 150 yet, documents or something, all the e-mails, copies of all — 28 any handwritten notes, notes at meetings, notes during 4 Defendant ClearView’s Motion in Limine 1 of 9 re Minutes the year that we then discussed at meetings. And then paper documents of things, like purchase documents and such, just to talk about everything going on with the business at the meeting. (See Exhibit 1 at 145:4—146z3.) Plaintiff has no evidence to suggest that the meetings did not take place other than to just call everyone a liar, and no evidence or rule of law to suggest that the converting minutes to tangible form at a later time is improper. III. Plaintiff Has Failed to Designate an Expert to Explain These Issues to the Jury 10 An understanding of the rules and standards that corporate secretaries must 11 follow is sufficiently beyond common experience and requires an expert witness to 12 assist the trier of fact. (Cal EVid Code §801.) Plaintiff has not designated an expert 13 on this subject to explain why, contrary to the Court’s ruling, there is a deadline on 14 when minutes need to be converted to tangible form and how the minutes need to 15 be kept. Defendants would be deprived of any opportunity to cross examine that 16 expert on his opinions of those standards. As such, eliciting any testimony on this 17 topic without offering any assistance on the standard of why Plaintiff believes that 18 Defendants acted below what is required as a bare minimum of corporations would 19 be a waste of the Court’s and the jurors’ time and the only purpose would be to 20 confuse them with extraneous and irrelevant facts. 21 Dated: July 6, 2016 Law Office of Jeff Bennion 22 23 By: 24 Jeffr ennion, Esq. Attorneys for Defendants 25 26 GRANTED DENIED MODIFIED 27 28 ~ ~ ~ ~ 5 Defendant ClearView’s Motion in Limine 1 of 9 re Minutes 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 Exhibit 1 28 6 Defendant ClearView’s Motion in Limine 1 of 9 re Minutes SUPERIOR COURT OF THE STATE OF CALIFORNIA FOR THE COUNTY OF SANTA BARBARA ANACAPA DIVISION PATSY MOLER/ ORIGINAL Plaintiff, vs. Case No. 1417847 CHRIS HULME, individually and dba CLEARVIEW INDUSTRIES, INC., and VVVV..VVVVvV\/\IVV DOES 1 through 10, inclusive, 10 Defendants. ll AND RELATED CROSS ACTIONS. 12 13 14 DEPOSITION OF 15 JENNIFER LYNN HULME 16 VOLUME I 17 SANTA BARBARA, CALIFORNIA 18 TUESDAY, SEPTEMBER 15, 2015 19 20 21 ATKINSON-BAKER, INC. COURT REPORTERS 22 (800) 288—3376 www.depo.com 23 24 REPORTED BY: ELIZABETH DOUKAS WHITE, RPR, CSR NO. 9872 25 FILE NO.: ASOBEFO 1 of all corporate minutes. ClearView was incorporated in 2 2007 and a lot of the information requested going back 8 3 years, was located in storage with other archived 4 documents," period, close quotes; did I read that 5 accurately? 6 A. Yes. 7 Q. Is it in fact your testimony that you, 8 after the January 7th court order, began to collect 9 corporate minutes to respond to the request for 10 production? 11 A. Yes. 12 Q. What actual tasks did you do to gather 13 those minutes? What I mean, what did you do? 14 A. I had to go to computers that we had, and 15 documents that we had stored in boxes as well, to find 16 notes from meetings and other communications that we 17 had —— would have discussed, that we did discuss at the 18 meetings listed in the meeting notes. 19 MR_ RING: Could you read her answer back. 20 (Record read.) 21 MR. RING: Q. Now, I note that in your 22 answer you use the term, "computers," plural, "that we 23 had." How many computers did you look at to gather the 24 information as referenced in paragraph 3 of Exhibit 4? 25 A. Three existing computers that we have, as 109 l the specifics that found their way into this four—page 2 minute, okay? 3 A. Uh—huh. 4 Q. So as best you can recall, what did you 5 look at to come up with this information? 6 A. We had in storage paper documents that had 7 been set aside when we —7 when we would have meetings 8 and we would —— you know, ahead of time we would —— or I 9 personally would get together, you know, notes from the 10 year so far and documents from the year so far, that we 11 would want to discuss and put in like a manila folder. 12 And there were —~ also I'd go through the 13 e—mails, the many e—mails that would happen during the 14 year to see what —— you know, kind of compile and 15 aggregate all the, like, topics that we wanted to talk 16 about and set those aside in like a —— in a folder in 17 my —— within my eAmail, so that we would look at those 18 together at the meeting, kind of like would be our 19 outline for, like, what we would talk about. 20 So then I went back and —— you mentioned you 21 didn't look at the documents sent yet, but it‘s all 22 those e—mails ~A I mean, there‘s 150 documents or 23 something, all the e~mails, copies of all —— any 24 handwritten notes, notes at meetings, notes during the 25 year that we tfien discussed at meetings. 145 1 And then paper documents of things, like 2 purchase documents and such, just to talk about 3 everything going on with the business at the meeting. 4 Q. So as of October 29th, 2007, the corporate 5 existence had been in effect for approximately ten 6 months, January, February, March, April, May, June, 7 July, August, September, and most of October -— 8 A. Uh-huh. 9 Q. —— correct? 10 A. Yes. 11 Q. So is it your testimony then that you 12 looked at approximately ten months' worth of 13 transactions and events and so forth to come up with 14 sort of an agenda for the meeting? 15 A. Well —— for when we had our meeting? 16 Q. Yes. 17 A. Yes, uh—huh. 18 Q. Did you bring that —— did you actually 19 create an agenda for the meeting? 20 A. Not usually, no, just had things separated 21 and ready to discuss. 22 Q. So, by the way, when you went to 23 Princeville, Kauai, in 2007, do you remember what time 24 window you were actually in Kauai? 25 A. It would be about a week. 146