Legal Document: JAMES WELCH AS PERSONAL REPRESENTATIVE FOR THE ESTATE OF CARMEN J. HADLEY VS HAROLD CRAWFORD CO., INC.

On February 12, 2020 a 2022.09.27 Decl. of WADJR (Compressed) was filed involving a dispute between Harold Crawford Co., Inc., James Welch As Personal Representative For The Estate Of Carmen J. Hadley, and Harold Crawford Co., Inc., for 06-CV Breach of Contract/Warranty-Civil Unlimited in the District Court of Kern County.

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1 William A. Daniels, Esq. (SBN 172042)
William A. Daniels, Jr., Esq. (SBN 315867)
2 DANIELS LAW
3 15021 Ventura Boulevard , #883
Sherman Oaks, CA 91403
4 Tel: 818/907-8073
Fax: 818/332-1284
5 Bill@DanielsLaw.com
6 Will@DanielsLaw.com
7 Attorneys for Plaintiff,
JAMES WELCH
8
9 SUPERIOR COURT OF THE STATE OF CALIFORNIA
10
FOR THE COUNTY OF KERN
11

12 JAMES WELCH as personal Case No: BCV-20-100434TSC
representative for the ESTATE OF
13 DECLARATION OF WILLIAM A.
CARMEN J. HADLEY,
DANIELS, JR. IN SUPPORT OF
14
Plaintiff, PLAINTIFF JAMES WELCH'S
15 vs. RENEWED MOTION FOR SUMMARY
ADJUDICATION
16 [Filed concurrently with:
THE HAROLD CRAWFORD COMPANY,
17 INC.; DOES 1 through 25, inclusive, 1. Notice of Motion and Renewed
Motion for Summary Adjudication;
18 Defendants. 2. Memorandum of Points and
Authorities;
19 3. Separate Statement of Undisputed
20 Material Facts; and
4. [Proposed] Order.]
21
DATE: December 14, 2022
22 TIME: 8:30 a.m.
23 DEPT.: "17"

24 Assigned To: Hon. Thomas S . Clark
Dept: "17"
25
Complaint Filed on: December 10, 2021
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1

DECLARATION OF WILLIAM A. DANIELS, JR. IN SUPPORT OF PLAINTIFF
JAMES WELCH'S RENEWED MOTION FOR SUMMARY ADJUDICATION
1 I. William A. Daniels, Jr., declare and state as follows:

2 1. I am an attorney duly licensed to practice before the courts of the State of

3 California and a partner with the Law Firm of Daniels Law, attorneys of
record for plaintiff James Welch, as personal representative for the Estate of
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Carmen J . Hadley ("Plaintiff").
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2. This declaration is provided in support of the Motion for Summary
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Adjudication on behalf of Plaintiff.
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3. I have personal knowledge of the matters set forth in this declaration and if
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called as a witness, I co uld and would competently testify to the truth thereof.
9 4. Attached as Exhibit "1" is a true and correct copy of Plaintiff's Third Amended
10 Complaint filed December 10, 2021 .
11 5. Attached as Exhibit "2" is a true and correct copy of the 2007 Harold

12 Crawford, Co. - Independent Contractor Agreement.
11
13 6. Attached as Exhibit 3" are true and correct copies of excerpts from the
deposition of Harold Crawford Co. , Inc's Person Most Qualified, Celynn
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Womack, Vol. 1.
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7. Attached as Exhibit "4" is a true and correct copy of Harold Crawford
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Purchase Orders, Unpaid Vouchers and Payments 2010-2019.
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8. Attached as Exhibit "5" is a certified copy of the Carmen J. Handley
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Certificate of Death .
19 9. Attached as Exhibit "6" is a true and correct copy of a Payments to Carmen
20 Spreadsheet.
21 10. Attached as Exhibit "7" are true and correct copies of 1099 Miscellaneous
22 Income Documents from Harold Crawford Co., Inc. to Carmen Had ley dating

23 from 2016-2019.

24 11 . Attached as Exhibit "8" are true and correct copies of excerpts from the
deposition of Harold Crawford Co., Inc's Person Most Qualified, Celynn
25
Womack, Vol. 2.
26
12. Attached as Exhibit "9" are Certified Copies of Spousal Property Adjudication
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for the Estate of James Hadley. (Case No.: S-1501-PB-59844) Plaintiff
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2
DECLARATION OF WILLIAM A. DANIELS, JR. IN SUPPORT OF PLAINTIFF
JAMES WELCH'S RENEWED MOTION FOR SUMMARY ADJUDICATION
1 James Welch as Personal Representative for the Estate of Carmen Hadley

2 respectfully requests the Court take judicial notice of the attached Certified

3 Copies of Spousal Property Adjud icat ion for the Estate of James Hadley per
California Evidence Code section 452(d).
4
13. Attached as Exhibit "1O" is a true and correct copy of the October 15, 2019,
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Petition For Order Admitting Will To Probate filed by James Welch in the
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State of Washington.
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14. Attached as Exhibit "11 " is a true and correct copy of the October 15, 2019,
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Order Admitting Will To Probate entered by the Superior Court Of
9 Washington , County of Spokane.
10 15.Attached as Exhibit "12" is a true and correct copy of October 15, 20 19,
11 Letters Testamentary appointing James Welch as Personal Representative

12 for the Estate of Carmen Hadley in the State of Washington.

13 16. Attached as Exhibit "13" is a true and correct copy of the June 15, 2021,
Order Appointing James Welch as Executor of the Estate of Carmen Hadley
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in the State of California.
15
17.Attached as Exhibit "14" is a true and correct copy of the June 29, 2021,
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Letters Testamentary appointing James Welch as Executor and Personal
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Representative for the Estate of Carmen Hadley in the State of California.
18
18. Attached as Exhibit "15" is a true and correct copy of the August 16, 2022,
19 Minute Order denying Plaintiff's Motion For Summary Adjudication without
20 prejudice.
21 19. Attached as Exhibit "16" are true and correct copies of excerpts from the
22 deposition of Grover Waldon .

23 Ill
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Ill
Ill
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3

DECLARATION OF WILLIAM A. DANIELS, JR. IN SUPPORT OF PLAINTIFF
JAMES WELCH'S RENEWED MOTION FOR SUMMARY ADJUDICATION
1 I declare unde r pena lty of perjury under the laws of the State of California that
2 the foregoing is true and correct and that this document was executed on September
3 27, 2022, in Los Angeles, Californi .

5
William A. D 1els, Jr.
6 Attorney for Plaintiff
JAMES WELCH, as personal
7 Representative for the estate of
CARM EN J. HADLEY
8

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DECLARATION OF WILLIAM A. DANIELS, JR. IN SUPPORT OF PLAINTIFF
JAMES WELCH'S RENEWED MOTION FOR SUMMARY ADJUDICATION
EXHIBIT 1
ELECTRONICALLY ILED
12/10/20211:14 PM
1 William A. Daniels, Esq. (SBN 172042) Kern County Superior ourt
William A. Daniels, Jr. , Esq. (SBN 315867) By Vanesa Jackson, D puty
2 DANIELS LAW
3 15021 Ventura Boulevard, #883
Sherman Oaks, CA 91403
4 Tel: 818/907-8073
Fax: 818/332-1284
5 Bill@DanielsLaw.com
6 Will@DanielsLaw.com
7 Attorneys for Plaintiff,
JAMES WELCH
8

9 SUPERIOR COURT OF THE STATE OF CALIFORNIA
10
FOR THE COUNTY OF KERN
11

12 JAMES WELCH as personal Case No: BCV-20-100434TSC
representative for the ESTATE OF
13 THIRD AMENDED COMPLAINT FOR
CARMEN J. HADLEY,
BREACH OF CONTRACT
14
Plaintiff,
15 vs. Assigned To: Hon. Thomas S. Clark
Dept: "17"
16
HAROLD CRAWFORD COMPANY, INC.;
17 DOES 1 through 25, inclusive,

18 Defendants.
19
20
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Plaintiff James Welch as personal representative and special administrator for the
22
Estate of Carmen J. Hadley alleges:
23
I.PARTIES
24 1. Plaintiff, James Welch ("Plaintiff') is both the personal representative for the
25 Estate of Carmen J. Hadley in the State of Washington , and the special administrator
26 for the Estate of Carmen J. Hadley in the State of California (Case Number: BPB-21-
27 002404). He is a resident of the State of Washington.

1
THIRD AMENDED COMPLAINT FOR BREACH OF CONTRACT
1 2. Defendant Harold Crawford Company, Inc. ("Defendant") is a California

2 corporation located in Bakersfield, California.

3 3. Plaintiff does not know the true names or legal capacities of defendants sued
herein as Does 1 to 25, who are therefore sued in their fictitious capacity and
4
designation. Plaintiff, based on information and belief, and based thereon allege that
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each of the fictitiously designated defendants was the agent or employee of each of the
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remaining defendants or was otherwise in some other fashion legally responsible for
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the acts, error or omissions alleged herein, and the res ulting damages to Plaintiff
8
caused thereby. Plaintiff will seek leave of court to amend this complaint when the true
9 names and legal capacities of the Doe defendants have been ascertained.
10 4. At all times herein alleged, each defendant acted within the course and scope of
11 their agency/employment with the remaining defendants, and in doing the things

12 alleged herein, did so with the permission, ratification and/or approval of their co-

13 defendants.
5. Plaintiff, based on information and belief, and based thereon alleges, that each
14
of the defendants, whether specifically named or designated herein as a Doe, were the
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actual and ostensible agents, managing agents, joint venturers, managem·e nt
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companies, servants and employees of each of the remaining named and Doe co-
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defendants, and were acting within the course and scope of said agency, joint venture,
18 reinsurance agreement, co-insurance agreement, service, authority and employment
19 with the knowledge, authorization, acquiescence and ratification of each remaining
20 named and Doe defendant.
21 II. STANDING
22 6. On September 13, 2019, Carmen J. Hadley ("Mrs. Hadley") died of Leukemia.

23 7. Mrs. Hadley was survived by her partner, James Welch, and two sons, Tennison
and Tyler Hoofard.
24
8. Mrs. Hadley's testamentary wishes were set out in the Last Will and Testament
25
of Carmen J. Hadley (attached as Exhibit "1 ") and the James Welch and Carmen
26
Hadley Revocable Trust (attached as Exhibit "2").
27
9. The Last Will and Testament of Carmen J. Hadley appoints James W elch as
28 Personal Representative of Mrs. Hadley's estate. The document also leaves "all the
2

THIRD AMENDED COMPLAINT FOR BREACH OF CONTRACT
1 remainder and residue" of Mrs. Hadley's estate to the "James W elch and Carmen
2 Hadley Revocable Trust."
3 10. The James Welch and Carmen Hadley Revocable Trust states that if James
Welch survives Carmen J. Hadley that the entire remaining trust estate shall be divided
4
equally and distributed to James Welch, Tennison D. Hoofard, and Tyler S. Hoofard.
5
11 . On October 15, 2019, James Welch was appointed as personal representative
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for the estate of Carmen J. Hadley by the state of Washington .
7
12. On April 30, 2021, James Welch was appointed as the special administrator of
8
the Estate of Carmen J. Hadley in the State of California, case number: BPB-21 -
9 002404 (attached as Exhibit "3").
10 13. On June 29, 2021, James Welch was confirmed as personal representative in
11 the State of California. (Exhibit "4.")
12 14. James Welch has standing to bring this lawsuit as the special administrator for

13 the Estate of Carmen J. Hadley pursuant to California Probate Code section 8540
which states in part that, "the court may appoint a special administrator to exercise any
14
powers that may be appropriate under the circumstances for the preservation of the
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estate."
16
15. Additionally, James Welch has standing as the personal representative for the
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Estate of Carmen J. Hadley pursuant to California Code of Civil Procedure section
18
377.20, which states, "Except as otherwise provided by statute, a cause of action
19 for .. . a
person is not lost by reason of the person's death, but survives subject to the
20 applicable limitations period."
21 16. California Probate Code section 9820(a) allows personal representatives to

22 commence and maintain actions on behalf of the estate.

23 17.A personal rep resentative is defined in California Probate Code section 58(a)
and includes "a person who performs substantially the same function under the law of
24
another jurisdiction governing the person's status."
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18. James Welch was appointed as personal representative for the Estate of
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Carmen J. Hadley under the laws of the state of Washington and performs
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substantially the same function as a personal representative appointed under California
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Probate Code section 58(a).
3

THIRD AMENDED COMPLAINT FOR BREACH OF CONTRACT
1 19. California Code of Civil Procedure section 369 allows for personal
2 representatives, as defined by Section 58(a) of California Probate Code, to sue without

3 joining the persons for whose benefit the action is prosecuted.
II.BREACH OF CONTRACT
4
20. On or about November 1, 2007, James Hadley and Defendants entered into a
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written agreement in connection with Hadley's services for The Harold Crawford
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Company, Inc. ("2007 Agreement") . A true copy of the agreement is attached as
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Exhibit "5."
8
21. The 2007 Agreement provides at section 4.8 that should James Hadley die
9 prior to 2014, his surviving spouse, Carmen J. Hadley, will receive $100,000 per year
10 until 2014 and $75,000 per year from 2015, through 2025.
11 22. James Hadley passed away prior to 2014 and Defendants commenced
12 payments to Carmen J. Hadley as provided by the Agreement.

13 23. A dispute ensued regarding Defendant's obligations under the 2007 Agreement.
On or about January 20, 2013, Carmen J. Hadley and Defendant entered into a further
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agreement, which in pertinent part (see, e.g ., Section 7) reaffirmed Defendant's
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obligation to perform according to the terms of the 2007 Agreement. (Exhibit "6.")
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24. On September 13, 2019, Carmen J. Hadley passed away at the age of fifty-nine
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(59) .
18 25. The 2007 Agreement states at section 7.6 that it "shall inure to and for the
19 benefit of and be binding upon each party's respective ...beneficiaries ... heirs
20 ... successors, and all others acting for, under, or in concert with it ... past, present and
21 future."
22 26. On October 22, 2019, counsel for James Welch , Don Kelley, Esq., advised

23 Defendants by letter that Carmen J. Hadley had passed away and that James Welch
was named as her personal representative. Mr. Kelley requested that payments due
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under the Agreement be redirected to a new account opened in the name of the Estate
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of Carmen Had ley at Chase Bank and provided the Estate's mailing address.
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27. On October 25, 2019, counsel for Defendants, Grover H. Waldon, Esq., wrote to
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Mr. Kelley, advising him that Defendants would not continue payments under the
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Agreement.
4
THIRD AMENDED COMPLAINT FOR BREACH OF CONTRACT
1 28. Defendants breached the contract by failing to pay amounts due under the
2 Agreement.

3 29. Defendants have caused the Plaintiff damage in an amount according to proof.
PRAYER
4
WHEREFORE, Plaintiff prays for judgment against Defendants and each of them
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as follows:
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1. For consequential damages, including special damages and out of pocket
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expenses resulting therefrom in an amount accord ing to proof;
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2. For general damages according to proof.
9 3. For attorney fees.
10 4. For interest according to proof.
11 5. For such other further relief as the Court may deem just and proper.

12
13 DATED: December 10, 2021 DANIEL

14
By:_...___:_:::...__...__"'---_..,,,."-:;,,-'"----
15 . ., Esq.
16 Attorneys for Plaintiff
JAMES WELCH
17
18
19 JURY TRIAL DEMAND

20 The Plaintiff hereby demands a trial by jury.

21
DATED: December 10, 2021
22

24 William A. Dan Is, Jr., Esq.
Attorneys for Pla intiff
25 JAMES WELCH
26
27
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5
TH IRD AMENDED COMPLAINT FOR BREACH OF CONTRACT
1

2
PROOF OF SERVICE

3 STATE OF CALIFORNIA )
) ss.
4 COUNTY OF LOS ANGELES )
5
I am employed in the aforesaid county; I am over the age of 18 and not a party to
6 the within action; my business address is 15021 Ventura Boulevard, #883, Sherman
Oaks, California 91403. My E-Mail address is Will@DanielsLaw.com
7

8
On December 10, 2021, I served the foregoing documents described as:

9 THIRD AMENDED COMPLAINT
10
on the interested parties in this action by placing a true copy thereof enclosed in a
11 sealed envelope addressed as follows:

12 SEE ATTACHED SERVICE LIST
[ ] (VIA US MAIL) I caused such envelope(s) to be deposited in the mail at Los Angeles,
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California with postage thereon fully prepaid. I am "readily familiar" with the firm's practice of collection
and processing correspondence for malling. It Is deposited with the U.S. Postal Service on that same day
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in the ordinary course of business
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[ ) (VIA FEDERAL EXPRESS) I caused to have served such document(s) by depositing them
in the drop box with delivery fees paid or provided for, addressed to the person on whom it
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to be served at Encino, California, for priority overnight next day delivery.
[ ] (VIA FACSIMILE) From FAX No. 818-332-1284 to the person(s) and facsimile number(s)
17 indicated on the attached mailing list. The facsimile machine I used complied with Rule
2003(3), and no error was reported by the machine. Pursuant to Rule 2005(1), I caused the
18 machine to print a record of the transmission.
[ ] (VIA PERSONAL SERVICE) I delivered such envelope(s) by hand to the offices of the
19 addressee.
[X] (VIA E-MAIL) I caused to have such documents sent by electronic service (Fed. Rule Clv.
20
Proc. Rule 5(b)(2)(a)] by electronically mailing a true and correct copy through BIii Daniels I
Law Offices, APC's electronic mail system to the e-mail address(s) set forth .
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[X] (STATE) I declare under penalty of perjury under the laws of the State of California that the
22 above Is true and correct.

23 Executed on December 10, 2021, at Los Angeles, California

24 I .declare that I am employed in the office of a member of the bar of this Court at
whose direction service was made.

£s
25

26 I declare under penalty of perjury under the laws of the United States and the
State of California that the above is true and c~~
27

28
Willia A niels, Jr.
1
PROOF OF SERVICE
1 SERVICE LIST
2
BCV-20-100434TSC
WELCH v. HAROLD CRAWFORD COMPANY
3

5
Dustin S. Dodgin, Esq.
KLEIN, DENATALE, GOLDNER, COOPER, ROSENLIEB & KIMBALL, LLP
6 4450 California Ave., Second Floor
Bakersfield, CA 93309
7
Tel: 661 -395-1000
8 E-mail: DDodgin@KleinLaw.com
Attorney for the Defense
9

2
PROOF OF SERVICE
'
I f ! )

, __ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _-----=.., DU=- LICAlE ORIGINAL
P==;

llAl\.Ol.,'D Cl\b:WFOlID co INDEPENDENT CONTRA.CTOR AGREEMENT
James Hadley

THJS AGREEMENT is made this fitst (1st) day of November, 2007, by and between JAMES
HADLEY, an individual doing business as HADLEY ENTERPRISES ("Hadleyt), Wld THE
11 11
HAROLD CRAWFORD COMPANY, INC., a California corporationt ( HCC ) in Bakersfield,
Cnlifomia, who expressly agree and contract as follows:

ARTICLE I. RECITALS

1,1. The parties wish to ente\' into a definite agreement., with this Agteement replacing
any and all earlier agi:eements.

1,2. The purpose of this Agreement is to have consistency and sustain the management
of HCC for the next 7 years so debt can be paid down and a new President of HCC can be
trained to transition into President of HCC by 2014 or before. HCC m\lst invest in a stable
management and administration to satisfy customer needs and accomplish the above objectives.

1.4. Thus. HCC and Hadley desire to (.mter into the following agreement that will
serve as an Independent Contractor agreement,

ARTICLE II. DUTIES1 OBLlOATIONS
AND RESPONSIBILITIES 'QF CRAWFORD
2.1. Oenerally. During the term of this Agreement, Hadley shall perfonn thos~ services
and possess those duties, obligations and responsibilities as is normal and customary fo1· a
.President/Chief Executive Officer under the laws of the State of California and HCC's rules and
regulations, Hadley will report to the Board of Directors.

2.2. Duties. In addition the services specified in Paragraph 2.1, Hadley's duties shall
include, but are not necessarily limited to, the following:

a, To grow HCC sales and profits.
b. To control expenses.
o. To position and train employees fol' advancement.
d. To train and position a new company leader within 7 years.
e. To serve as board member or Chainnan of the Board.
f. Hadley, in order to accommodate customer needs, will be available during
all vacation days for business decisions or problems.

2.3. Performan~. While it is the intent of Hadley to use his reasonable and best efforts
in the perfonnance of his duties, obligations and responsibilities under this Agreem~nt, Hadley
cannot and does not guarantee any specific results,
I )

,, ,

ARTICLE III. DUTIES. OBLIGATIQNS
h,ND RESPONSIBILITIES OF HCC
HCC shall provide Hadley with the compensation, benefits and other reimbursements
specified in Article IV.

ARTICLE IV. COMPENSATION

4.1. Compensation, In consideration of the services to be perfo1med by Hadley during
the tenn of this Agreement, HCC agrees to pay Hadley an annual base salary of $225,000.00 paid
bi-monthly (the ♦1salary0). Salary is to be considered and adjusted by the Board of Directors
every year based on cost of living and company profits (lip or down) and overall Job
perfonnance. Also. Salary is subject to adjustment by HCC Board of Directors if the "Gross
Earnings" of HCC, as determined by HCC's outside accountant, drop twenty-five percent (25%)
or more fu;>m the prior fiscal year.
4.2. Bonus. The parties aclmowledge, understand and agree that Hadley shall have a
bonus schedule on the following Net Income levels before tax.es, write offs and bonuses. For
purposes of this Agreement, ''Net Income" will be based on an accrual, consolidated basis of the
various Harold Crawford entities including HCC, Hruvest Crown, Diversified Ag, Cal Tex and
any other Harold Crawford entity as determined by HCC outside accountant. Net incomeu will
16

be on the accrual, consolidated basis before bonuses.

The bonus will be fifteen percent (15%) of the Net Income before bonus and taxes.

The bonus will be calculated on a quarterly basis and should be paid based 011 cash availability as
detemtlned by the company accountant and approved by the Board of Directors.

4.3. S~Corporatioh distributions. The parties aclmowledge, understand and agree that
Hadley will receive 50% of the distributions of the $•corporation distributions as determined by
(he Board of Directors, until the Class "C" shareholders are completely vested which is
tentatively scheduled to occur on January I, 2011.

4.4. Medical Benefits. The parties acknowledge, understand and agree that HCC will
Ptov~(l~ Hadley the following medical benefits for the tenn of this Agreement:

u. MedicaVDentalNision. HCC wiU provide Hadley with Medical, Dental,
and Vision insurance in a manner that is substantial! the same as it currently provides to
Hadley. HCC will also provide Hadley's spouse (the "Spouse") the same coverage for the tenn
of this Agreement. Upon Ha ey an or e pouse m g 5, HCC will provide MedToare
supplemeiffal insurance to produce an equivalent insurance program to the cun·ent insurance
being offered to HCC's other employees for the te1m of this Agreement.

Independent Contractor Agniement
James Hadley 2
I J I i

b. Life Im:ur.ance. HCC will continue to fund a $150,000 life insurance
policy which Hadley is the insured and owner (note: this is a $250,000 policy that Hadley pays
40% and HCC pays 60% of the premium) through the term of the Consulting Agreement. In
addition to this policy HCC will continue to fund a $500,000 insurance policy which Hadley is
the insured and HCC is the owner; the funds from this policy wlll be used by HCC to purchase
Hadley stock, if necessary.

c. tgng Tenn Clue. HCC will continue throughout the term Qf this
Agreement to pay for the ex.isling long-term care policy for Hadley,

4.5. Other Benefits. The parties acknowledge, understand and agree that HCC will
provide Hadley the following fringe benefits for the tenn of this Agreeme.nt;

a, Vacation. Hadley wm receive 30 days paid vacation days each calendar
year. In addition, Hadley will annually receive 20 company paid 14 day advance coaoh plane
tickets to and from Portland and Bakersfield. (Notwithstanding the foregoing, the cost <,f the
plane tickets shall not to exceed an accrued cumulative total of $6,000.00 per calendar year).
Hadley, in order to accommodate customer needs, will be available during all vacation and travel
days for business decisions or problems.

b. Company Car. HCC shall provide Hadley with a reasonable company car
or SUV similar to the one he has at the time of this Agreement for the term of thia Agreement.
HCC shall provide or reimburse Hadley for all reasonable mijintenance, insutance and gasoline
expenses for use in the vehicle.

4.6. Disability. If Hadley js totally disabled (unable to perform his duties as the
President/CEO) before December 31, 2014, then Hadley will be paid a $150,000.00 annual
salary (the ccoisability") bi-monthly plus the fifteen percent (15%) bonus pur~uant to Section 4.2
for the balance of this Agreement. The Board of Directors and appropriate medical professionals
will detennine if Hadley q\lalifios for the Disability.

4.7. Retirement, Following Hadley's retirement, Hadley shall be compensated under a
"Consulting Agreement" to be preparod.

4.8. ~. Upon Hadley's death, if after 2014, the Spouse shall receive Seventy Five
TI1ousa.nd Dollars and No Cents {$75,000.00) through 2025. If Hadley passes away before 2014,
the Spouse will receive $100,000 until 2014 and $15,000 from 2015 through 2025. Also see
Paragraph 4.3 of this Agreement.

4.9. Withholding Taxes. HCC shall not deduct or withhold from any and all
compensation paid to Hadley hereunder any and all sums required fot federal and state income
taxes, social security taxes and other similar withholding nQW applioable or that muy be enacted and
become applicable in the future. Hadley shall be solely responsible for payment of all federal md
state income truces,social security truces,and other similar withholding and shall defend and
indemnify HCC for any sucJi truces related to this Agreement including any audit by a federal or
state agency.

Independent Co1lh-nctor Agreement
Ja111es Hadley 3
I ) 1)

4.10. Ownership Interest. Nothing in this Agreement shall be construed to give Hadley
any additional ownership interest in the business of HCC or HCC itself. Hndley specifically
acknowledges that neither HCC, nor its shareholders have made any promise or representation
regarding any future sale of an interest in HCC to Hadley.

5.1. Imn- This Agreement shall commence on November 1, 2007, and shall continue
until December 31, 2014, µnless Hadley voluntarily retires or dies prior to that date. Starting
January 1, 2015, Hadley ·shall possess the option to eKtend this Agreement on a year-to-year
basis upon the same tenns and conditions until temtlnated by the parties under Section 5.2 or
until Hadley voluntarily retires, becomes pennanently and completely disabled, or dies.

- 5.2. Tennination by the Partiel!, The parties may jointly terminate this Agreement in
wrlting at any time effective upon a mutually agreeable date.

5.3. Termination by HCC with Cause. HCC can tenninate this Agreement upon
obtaining a judicial detennination that Hadley: (i) committed an act of dishonesty, fraud,
misrepresentation, or other acts of moral turpitude, or (ii) any material breach of this Agreement
that would prevent the effective perfonnance of Hadley's dutles, or (iii) habitually neglecting the
duties which Hadley is required to perfonn under the tenns of this Agreement.

Upon tennination under this Article V, HCC shall purchase all Hadley's HCC stock
according to the tenns of a ''Buy-Sell Agreement," to be prepared,

ARTICLE VI. CONDUCT
AFTER TERMINATION
6.1. Business Books and Records. All books and records, including, but not limited 1o,
computer records, arising out of, concerning or relating in any way to HCC's business affairs,
whether prepared by Hadley or otherwise, shall be the sole and ex.elusive propei:cy of HCC. All
suoh books and records shall be immediately returned to HCC by Hadley upon termination of this
Agreement. · ··

6.2. Unfay: Competition. Because of his employment by HCC, Hadley shall have
access to trade secrets and confidential infonnation about HCC, its products, varieties, its
customers, and its methods of doing business. In consideration of his access to this information,
Hadley agrees that for a perlod of one (1) year after tennination of this Agreement, he shall not,
use such trade secrets and confidential infonnation to directly or indirectly compete with HCC.
(For the purposes of this Paragraph1 Hadley acknowledges, understands and agrees that use of
such trade secrets or confidential infonnation in direct competition means design, development,
production, promotion, or sale of products or services competitive with those of HCC. Hadley

Xndcpondent Conttncto1· Agreement

Case Info

Judge

Clark, Thomas S. Track Judge’s New Case

Case No.

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Document Filed Date

September 27, 2022

Case Filing Date

February 12, 2020

County

Parties

DANIELS, WILLIAM A Attorney for the Plaintiff
DANIELS, WILLIAM A Attorney
DANIELS, WILLIAM A Attorney for the Plaintiff
DODGIN, DUSTIN S Attorney for the Defendant
DODGIN, DUSTIN S Attorney
DODGIN, DUSTIN S Attorney for the Defendant
HAROLD CRAWFORD CO., INC. Defendant
HAROLD CRAWFORD CO., INC. Cross Complainant
HAROLD CRAWFORD CO., INC. Defendant
JAMES WELCH AS PERSONAL REPRESENTATIVE FOR THE ESTATE OF CARMEN J. HADLEY Plaintiff
JAMES WELCH AS PERSONAL REPRESENTATIVE FOR THE ESTATE OF CARMEN J. HADLEY Cross Defendant
JAMES WELCH AS PERSONAL REPRESENTATIVE FOR THE ESTATE OF CARMEN J. HADLEY Plaintiff
Mayra Estrada Attorneys for Defendants
Thomas McIntosh Attorneys for Plaintiffs
Charles Bennett Attorney
Sinead Kelly Attorney
John Komar Attorneys for Defendants
Carmen Hallmeyer Attorney
Grover Waldon Attorney
Joshua Wilson Attorney
Ira Stoker Attorneys for Plaintiffs
Alexander Lim Attorney
Daniel Alexander Attorney
Stephen Boyle Attorney
Don Kelley Attorney
Jeffrey Behar Attorney
Arthur Willner Attorney
Garry Montanari Attorney
James Hall Attorney

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Document for JAMES WELCH AS PERSONAL REPRESENTATIVE FOR THE ESTATE OF CARMEN J. HADLEY VS HAROLD CRAWFORD CO., INC.

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