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1 Christopher Wimmer (SBN 263275)
473 Jean Street #305 ELECTRONICALLY
2 Oakland, California 94610
(415) 683-8867 F I L E D
3 Superior Court of California,
chris@wimmer.law County of San Francisco
4 04/22/2020
Attorney for Defendants and Cross-Complainants Clerk of the Court
5 COLTON CALLAHAN and MICHAEL CALLAHAN
BY: ERNALYN BURA
Deputy Clerk
6
7 SUPERIOR COURT OF THE STATE OF CALIFORNIA
8 FOR THE COUNTY OF SAN FRANCISCO
9 UNLIMITED JURISDICTION
10 ELLIOTT TAYLOR, RON TAYLOR, ET Case No. CGC-18-567657
11 ASSETS, LLC and 2441-2449 2ND STREET
LLC, DECLARATION OF CHRISTOPHER
12 Plaintiffs, WIMMER IN SUPPORT OF COLTON
CALLAHAN AND MICHAEL
13 v. CALLAHAN’S OPPOSITION TO
MOTION TO DISQUALIFY COUNSEL
14 COLTON CALLAHAN, MICHAEL
15 CALLAHAN, and DOES 1 through 20, inclusive, Hearing Date: May 5, 2020
Defendants, Hearing Time: 9:30 a.m.
16 Judge: Hon. Ethan P. Schulman
and Department: 302
17 ST6 HOLDINGS, LLC, and GREENER Reservation: 03230505-07
FUTURE, LLC, Action Filed: June 26, 2018
18 Nominal Defendants. Trial Date: Not set
19
COLTON CALLAHAN and MICHAEL
20 CALLAHAN,
Cross-Complainants
21
v.
22
23 ELLIOT TAYLOR, RON TAYLOR, 2441-2449
2ND STREET LLC, TERRA NOVA
24 INDUSTRIES, INC., ET ASSETS, LLC and
ROES 1 through 20, inclusive,
25 Cross-Defendants,
26
and
27 ST6 HOLDINGS, LLC, and GREENER
FUTURE, LLC,
28 Nominal Defendants.
WIMMER DECLARATION ISO OPP. TO MOT. TO DISQUALIFY No. CGC-18-567657
1 I, Christopher Wimmer, declare as follows:
2 1. I am counsel for Defendants and Cross-Complainants Colton Callahan (“Colton”) and
3 Michael Callahan (“Michael”) (together, the “Callahans”) in this action. I submit this declaration
4 in opposition to the motion of Plaintiffs and Cross-Defendants Elliott Taylor, Ron Taylor, ET
5 Assets, LLC, and 2441-2449 2nd Street LLC (together, the “Taylors”) to disqualify me as the
6 Callahans’ counsel. I have personal knowledge of the facts stated here, and would testify
7 competently to them if called upon to do so, except where stated on information and belief, and
8 those facts I believe to be true.
9 2. In this declaration, I provide as much factual information about my representation of the
10 Callahans and their entities as possible, without intending to disclose the contents of any
11 conversation involving legal advice or any client confidences. To the maximum extent permitted
12 under the law, the Callahans assert the attorney-client privilege and work product immunity on
13 behalf of themselves, Greener Future, LLC (“Greener Future”) and ST6 Holdings, LLC (“ST6”).
14 A. I Meet Colton and Refer Him to Emergent
15 3. I graduated from Columbia Law School in 2005, and after a federal clerkship entered
16 private practice. I moved home to the Bay Area in 2008, and in September 2013 founded the
17 Emergent law firm (now known as Emergent LLP) by myself. The firm grew quickly, and by
18 early 2018 we had 11 partners and counsel, including Peter Roldan and Johnny Yeh. In July 2018,
19 I left Emergent because I needed a break from litigation and running a firm, and wanted to focus
20 on the cannabis industry.
21 4. Colton and I met around October 2018, when Colton contacted me through LinkedIn. We
22 spoke in general terms about some cannabis industry projects Colton was working on, as well as
23 his dispute with the Taylors over their joint venture to obtain cannabis licenses and real properties
24 in Napa and elsewhere in California (the “Project”). I was not then taking on litigation matters,
25 and referred Colton to Mr. Roldan and Mr. Yeh at Emergent. On information and belief, the
26 Callahans retained Emergent to represent them in this action in December 2018.
27
28
1.
WIMMER DECLARATION ISO OPP. TO MOT. TO DISQUALIFY No. CGC-18-567657
1 B. Colton Retains Me to Respond to the Taylors’ Complaint Against Greener Future
2 and ST6
3 5. In August 2019, Colton contacted me about filing responses on behalf of Greener Future
4 and ST6 to the Taylors’ February 15, 2019 Second Amended Complaint (“SAC”). The entities
5 had not responded to the SAC, even though that pleading named the entities and sought to
6 establish they had no ownership interest in the Project, and it was possible the Taylors might seek
7 to enter default and obtain judgment. The Callahans and I agreed the initial representation of the
8 entities would only be for the purpose of filing an answer to the Taylors’ SAC. The Callahans
9 indicated Emergent and counsel for the Taylors, Marc Mazer, were discussing potential settlement
10 negotiations. The Callahans and I agreed that if those negotiations were not fruitful, we would
11 discuss whether further representation of the entities was necessary.
12 6. In preparing the answers to the SAC, I spoke to Colton three or four times, and exchanged
13 a few short emails with him providing drafts of the answers. That, and my emails with Mr. Mazer
14 from the time, are the extent of my file from the representation of the entities. I will make these
15 documents available to the court for in camera review if the court desires.
16 7. On August 28, 2019, I filed Greener Future’s and ST6’s answers to the Taylors’ SAC.
17 C. The Taylors Move to Disqualify Me from Representing the Entities
18 8. The day I filed the answers, the Taylors’ counsel, Mr. Mazer, demanded I withdraw as
19 counsel for the entities and turn over my entire file on the matter or Elliott would be “filing an
20 appropriate claim against you.” I responded the next day, explaining I believed Elliott had
21 withdrawn from Greener Future and ST6 through his court filings and that, even if he had not
22 withdrawn, given the original 50-50 split in ownership, Elliott would not have had authority to
23 discharge me over Colton’s objection. I also asked Mr. Mazer to explain the basis of the legal
24 claims he threatened. Mr. Mazer refused to do so, and instead confirmed his intent to sue—which
25 I noted would be sanctionable conduct. A true and correct copy of this email chain is attached as
26 Exhibit A.
27 9. On October 2, 2019, instead of filing suit, the Taylors moved to disqualify me as counsel
28 for Greener Future and ST6. In their memorandum of points and authorities in support of that
2.
WIMMER DECLARATION ISO OPP. TO MOT. TO DISQUALIFY No. CGC-18-567657
1 motion, the Taylors argued that neither member could retain counsel for the entities, because
2 Elliott and Colton were deadlocked. The Taylors also argued that there was no need for the
3 entities to respond to the pleadings against them or have independent representation. I concluded
4 that, having made these arguments, the Taylors would not be permitted to later shift course and
5 pursue their contract and fraud claims against the entities, so no further action on behalf of the
6 entities was necessary. As a result, and consistent with my initial conversations with Colton that
7 the representation was only to ensure the Taylors did not take a default against Greener Future and
8 ST6, on October 25, 2019 I filed a statement of non-opposition to the motion.
9 10. On November 5, 2019, the court granted the motion to disqualify.
10 D. The Callahans Retain Me to Represent Them Against the Taylors
11 11. On information and belief, on February 25, 2020, the Taylors and Callahans mediated their
12 dispute before the Hon. James McBride (ret.). Mediation was unsuccessful, and on March 6, the
13 Callahans retained me to represent them in this action. I substituted into this action as counsel for
14 the Callahans on March 17.
15 12. The day I entered my appearance, Mr. Mazer emailed me indicating the Taylors might
16 move to disqualify me from acting as counsel for the Callahans “on various grounds including, but
17 not limited to, as having represented both Greener Future and ST6 in this proceeding and having
18 conflicts and other grounds. . . . . In addition, you are now a material witness as having involved
19 yourself in this dispute over the objections of my client.” I responded that day, asking Mr. Mazer
20 to meet and confer before filing the motion, so that I could consider the Taylors’ arguments. A
21 true and correct copy of this email chain is attached as Exhibit B. Mr. Mazer never met and
22 conferred with me about the threatened motion.
23 13. On March 31, Mr. Mazer emailed me and repeated his prior request to turn over the file
24 from the representation of Greener Future and ST6. Though Mr. Mazer had never met and
25 conferred with me about the disqualification motion, he indicated he had reserved a hearing. A
26 true and correct copy of this email chain is attached as Exhibit C. On April 1, the Taylors filed
27 this motion.
28
3.
WIMMER DECLARATION ISO OPP. TO MOT. TO DISQUALIFY No. CGC-18-567657
1 14. I have never spoken to Elliott, his father Ron, or anyone else involved with Greener
2 Future, ST6, or the Project other than the Callahans—and only after the Taylors initiated this
3 litigation. I have never represented Ron, Elliott, 2441-2449 2nd Street LLC, Terra Nova
4 Industries, Inc., or ET Assets, LLC; have never spoken or corresponded with the Taylors or
5 anyone acting on their behalf besides their counsel in this litigation; and have never reviewed a
6 document I understood to be confidential to the Taylors. Before October 2018, when Colton
7 contacted me about representing him and his father in this lawsuit, I had never even heard of the
8 Taylors, Callahans, Greener Future, or ST6. Other than my brief representation of Greener Future
9 and ST6, and now the Callahans, I am a complete stranger to this lawsuit.
10 15. A true and correct copy of an email from Elliott dated November 13, 2017 produced by
11 Colton in this action is attached as Exhibit D.
12 16. A true and correct copy of an email from Elliott dated December 4, 2017 produced by
13 Colton in this action is attached as Exhibit E.
14 17. A true and correct copy of an email from Elliott dated January 4, 2018 produced by Colton
15 in this action is attached as Exhibit F.
16 18. A true and correct copy of an amended application for a Napa Cannabis Establishment
17 Clearance bearing a date of December 27, 2018 produced by Colton in this action is attached as
18 Exhibit G.
19 19. A true and correct copy of an application for a Napa Cannabis Establishment Clearance
20 prepared January 30, 2018 produced by Colton in this action is attached as Exhibit H.
21
22 I declare under the penalty of perjury under the laws of the State of California that the foregoing is
23 true and correct.
24
25 ________________________ April 22, 2020
Christopher Wimmer Oakland, California
26
27
28
4.
WIMMER DECLARATION ISO OPP. TO MOT. TO DISQUALIFY No. CGC-18-567657
EXHIBIT A
4/21/2020 Gmail - Taylor, et al v. Callahan, et al
Christopher Wimmer
Taylor, et al v. Callahan, et al
Christopher Wimmer Fri, Aug 30, 2019 at 1:14 PM
To: Marc Mazer
Mr. Mazer,
Thank you for your reply. I look forward to moving for sanctions against you and your client when you file a frivolous claim
against me without even bothering to meet and confer about it.
Regards,
Chris
Christopher Wimmer
atlasdewitt@gmail.com
mobile (415) 683-8867
conference (585) 627-0661
linkedin.com/in/cawimmer
On Fri, Aug 30, 2019, 12:13 PM Marc Mazer wrote:
Mr. Wimmer:
Thank you for your response. I am not going to engage in dialogue with you in this regard. You will be named as a
cross defendant when my client files his responsive pleading to the anticipated 2 nd amended cross complaint which
Colton will be filing in the next few weeks.
We will let the Court resolve this issue through proper and legal channels and you may respond to the claims as you
are served with them.
Marc S. Mazer
For the Law Offices of
WEILL & MAZER
A Professional Corporation
200 California Street, Suite 400
San Francisco, CA 94111
Tele: 415 421 0730
Direct: 415 814 9664
Fax: 415 421 2355
NOTE: This e-mail is confidential and is intended only for the individual addressed. It may be privileged as an
attorney-client communication. If you are not the intended recipient or agent responsible to deliver it, you are hereby
notified that any use, distribution or copying of this communication is strictly prohibited. If you have received this
communication in error, please immediately notify us by return e-mail. Thank you.
https://mail.google.com/mail/u/0?ik=722db5e8ae&view=pt&search=all&permmsgid=msg-a%3Ar-5522442951569496824&dsqt=1&simpl=msg-a%3Ar-5… 1/3
4/21/2020 Gmail - Taylor, et al v. Callahan, et al
From: Christopher Wimmer
Sent: Friday, August 30, 2019 11:28 AM
To: Marc Mazer
Subject: Re: Taylor, et al v. Callahan, et al
Mr. Mazer,
Thank you for your email. I hope this finds you well.
Elliot Taylor is not an owner of Greener Future. He once was the 50% owner of that entity, but gave "notice of [his]
express will to withdraw as a member" through court filings in which he disclaimed any relationship with Greener
Future, and so was dissociated from the entity under the Revised Uniform Limited Liability Company Act, Cal. Corp.
Code 17706.02(a). He therefore also holds no interest in ST6, and has no authority to direct me to take or not take any
action with respect to the two entities. If you disagree, please provide me with evidence that Mr. Taylor is an owner and
manager of Greener Future.
Even were Mr. Taylor still a 50% owner of Greener Future, he would not have the authority to terminate my
representation of that entity and ST6. Colton Callahan was the other initial 50% owner of Greener Future (he now owns
100% following Mr. Taylor's dissociation), as well as a manager of the entity. He properly retained me on behalf of the
companies, and has not discharged me.
Your own pleadings undercut your demand that I withdraw. Mr. Taylor, using you as counsel, has sued Greener Future
and ST6 for a declaration that they hold no rights in the Napa project. If he retains an ownership interest in those
entities, he is committing a flagrant breach of his fiduciary duties by seeking a judicial order terminating their stake in
the valuable Napa license, and you are conflicted from representing both Mr. Taylor and the entity he partially owns and
is suing.
Your threat to sue me is noted. Based on my understanding of the facts and law, I do not intend to turn over any
materials to you or Mr. Taylor. If you genuinely believe this refusal constitutes actionable conduct, please provide legal
authority for your position and identify the claims Mr. Taylor would assert against me; I am not part of a law firm.
Regards,
Christopher Wimmer
atlasdewitt@gmail.com
mobile (415) 683-8867
conference (585) 627-0661
LinkedIn
On Thu, Aug 29, 2019 at 4:37 PM Marc Mazer wrote:
Mr. Wimmer:
https://mail.google.com/mail/u/0?ik=722db5e8ae&view=pt&search=all&permmsgid=msg-a%3Ar-5522442951569496824&dsqt=1&simpl=msg-a%3Ar-5… 2/3
4/21/2020 Gmail - Taylor, et al v. Callahan, et al
As you probably know, I represent Elliott Taylor, who is a 50% owner of Greener Future, which is the sole member of
ST6, and who is a manager of both. I saw you filed an answer to the verified complaint on behalf of Greener Future
and ST6. Please provide legal authority for you to be representing these entities which are both the subject of a
dissolution action pending in San Francisco Superior Court. Mr. Taylor is the manager of both entities and he did
not authorize your retention in this matter.
On behalf of Mr. Taylor, we request a copy of your entire file on this matter and copies of all emails, letters,
memoranda, and any communications you may have had with respect to this purported representation.
Mr. Taylor demands that you immediately withdraw your representation of both entities. If you do not do so or if you
fail to provide a copy of your entire file in this matter, Mr. Taylor will consider filing an appropriate claim against you
and your law firm addressing those issues.
Marc S. Mazer
For the Law Offices of
WEILL & MAZER
A Professional Corporation
200 California Street, Suite 400
San Francisco, CA 94111
Tele: 415 421 0730
Direct: 415 814 9664
Fax: 415 421 2355
NOTE: This e-mail is confidential and is intended only for the individual addressed. It may be privileged as an
attorney-client communication. If you are not the intended recipient or agent responsible to deliver it, you are hereby
notified that any use, distribution or copying of this communication is strictly prohibited. If you have received this
communication in error, please immediately notify us by return e-mail. Thank you.
https://mail.google.com/mail/u/0?ik=722db5e8ae&view=pt&search=all&permmsgid=msg-a%3Ar-5522442951569496824&dsqt=1&simpl=msg-a%3Ar-5… 3/3
EXHIBIT B
4/22/2020 Gmail - Taylor, et al v. Callahan, et al
Christopher Wimmer
Taylor, et al v. Callahan, et al
Christopher Wimmer Tue, Mar 17, 2020 at 10:52 AM
To: Marc Mazer
Cc: Andrew Weill , Peter Roldan
Marc,
Thanks for your email. I hope you're well.
If you decide to proceed with a motion to disqualify, I welcome a meet-and-confer email from you outlining the facts
supporting your contentions, so that I can consider them. I don't see how I've done anything improper, created a conflict,
or made myself a witness, but I'm happy to hear your thoughts.
Also, would you please answer my question about your view on the handling of the case for the next few weeks? We are
filing the answer today, but are open to deferring the parties' upcoming discovery responses until we are all able to be
fully engaged. It's my understanding Alameda County has declared all days court holidays until April 7th, and the federal
courts have deferred all deadlines to May 1st; I assume San Francisco will soon follow suit.
Thank you. Stay safe.
Chris
Christopher Wimmer
atlasdewitt@gmail.com
mobile (415) 683-8867
On Tue, Mar 17, 2020 at 10:44 AM Marc Mazer wrote:
Mr. Wimmer:
I received your voicemail message indicating that you are ‘substituting’ into the case to represent the Callahans and
intending to replace Peter’s firm.
Please be advised that if you do appear, we may be filing a motion to disqualify you on various grounds including, but
not limited to, as having represented both Greener Future and ST6 in this proceeding and having conflicts and other
grounds. You still have refused to disclose the information requested during your improper representation of those
entities and we will be pursuing it by all legal means available. In addition, you are now a material witness as having
involved yourself in this dispute over the objections of my client.
I am not going to debate the issues with you as I presume that you will be proceeding as you indicated in your
voicemail. We will let the court resolve the issues, if necessary.
This email was intended just to put you and your clients (by copy of this email to Peter Roldan) on notice of my clients’
intentions.
Marc S. Mazer
For the Law Offices of
WEILL & MAZER
A Professional Corporation
200 California Street, Suite 400
San Francisco, CA 94111
https://mail.google.com/mail/u/0?ik=722db5e8ae&view=pt&search=all&permmsgid=msg-a%3Ar-7036444926133128393&dsqt=1&simpl=msg-a%3Ar-7… 1/4
4/22/2020 Gmail - Taylor, et al v. Callahan, et al
Tele: 415 421 0730
Direct: 415 814 9664
Fax: 415 421 2355
NOTE: This e-mail is confidential and is intended only for the individual addressed. It may be
privileged as an attorney-client communication. If you are not the intended recipient or agent
responsible to deliver it, you are hereby notified that any use, distribution or copying of this
communication is strictly prohibited. If you have received this communication in error, please
immediately notify us by return e-mail. Thank you.
On Aug 30, 2019, at 1:14 PM, Christopher Wimmer wrote:
Mr. Mazer,
Thank you for your reply. I look forward to moving for sanctions against you and your client when you file
a frivolous claim against me without even bothering to meet and confer about it.
Regards,
Chris
Christopher Wimmer
atlasdewitt@gmail.com
mobile (415) 683-8867
conference (585) 627-0661
linkedin.com/in/cawimmer
On Fri, Aug 30, 2019, 12:13 PM Marc Mazer wrote:
Mr. Wimmer:
Thank you for your response. I am not going to engage in dialogue with you in this regard. You will
be named as a cross defendant when my client files his responsive pleading to the anticipated 2nd
amended cross complaint which Colton will be filing in the next few weeks.
We will let the Court resolve this issue through proper and legal channels and you may respond to the
claims as you are served with them.
Marc S. Mazer
For the Law Offices of
WEILL & MAZER
A Professional Corporation
200 California Street, Suite 400
San Francisco, CA 94111
Tele: 415 421 0730
Direct: 415 814 9664
https://mail.google.com/mail/u/0?ik=722db5e8ae&view=pt&search=all&permmsgid=msg-a%3Ar-7036444926133128393&dsqt=1&simpl=msg-a%3Ar-7… 2/4
4/22/2020 Gmail - Taylor, et al v. Callahan, et al
Fax: 415 421 2355
NOTE: This e-mail is confidential and is intended only for the individual addressed. It may be
privileged as an attorney-client communication. If you are not the intended recipient or agent
responsible to deliver it, you are hereby notified that any use, distribution or copying of this
communication is strictly prohibited. If you have received this communication in error, please
immediately notify us by return e-mail. Thank you.
From: Christopher Wimmer
Sent: Friday, August 30, 2019 11:28 AM
To: Marc Mazer
Subject: Re: Taylor, et al v. Callahan, et al
Mr. Mazer,
Thank you for your email. I hope this finds you well.
Elliot Taylor is not an owner of Greener Future. He once was the 50% owner of that entity, but gave
"notice of [his] express will to withdraw as a member" through court filings in which he disclaimed any
relationship with Greener Future, and so was dissociated from the entity under the Revised Uniform
Limited Liability Company Act, Cal. Corp. Code 17706.02(a). He therefore also holds no interest in
ST6, and has no authority to direct me to take or not take any action with respect to the two entities. If
you disagree, please provide me with evidence that Mr. Taylor is an owner and manager of Greener
Future.
Even were Mr. Taylor still a 50% owner of Greener Future, he would not have the authority to terminate
my representation of that entity and ST6. Colton Callahan was the other initial 50% owner of Greener
Future (he now owns 100% following Mr. Taylor's dissociation), as well as a manager of the entity. He
properly retained me on behalf of the companies, and has not discharged me.
Your own pleadings undercut your demand that I withdraw. Mr. Taylor, using you as counsel, has sued
Greener Future and ST6 for a declaration that they hold no rights in the Napa project. If he retains an
ownership interest in those entities, he is committing a flagrant breach of his fiduciary duties by seeking
a judicial order terminating their stake in the valuable Napa license, and you are conflicted from
representing both Mr. Taylor and the entity he partially owns and is suing.
Your threat to sue me is noted. Based on my understanding of the facts and law, I do not intend to turn
over any materials to you or Mr. Taylor. If you genuinely believe this refusal constitutes actionable
conduct, please provide legal authority for your position and identify the claims Mr. Taylor would assert
against me; I am not part of a law firm.
Regards,
Christopher Wimmer
atlasdewitt@gmail.com
mobile (415) 683-8867
https://mail.google.com/mail/u/0?ik=722db5e8ae&view=pt&search=all&permmsgid=msg-a%3Ar-7036444926133128393&dsqt=1&simpl=msg-a%3Ar-7… 3/4
4/22/2020 Gmail - Taylor, et al v. Callahan, et al
conference (585) 627-0661
LinkedIn
On Thu, Aug 29, 2019 at 4:37 PM Marc Mazer wrote:
Mr. Wimmer:
As you probably know, I represent Elliott Taylor, who is a 50% owner of Greener Future, which is the
sole member of ST6, and who is a manager of both. I saw you filed an answer to the verified
complaint on behalf of Greener Future and ST6. Please provide legal authority for you to be
representing these entities which are both the subject of a dissolution action pending in San
Francisco Superior Court. Mr. Taylor is the manager of both entities and he did not authorize your
retention in this matter.
On behalf of Mr. Taylor, we request a copy of your entire file on this matter and copies of all emails,
letters, memoranda, and any communications you may have had with respect to this purported
representation.
Mr. Taylor demands that you immediately withdraw your representation of both entities. If you do
not do so or if you fail to provide a copy of your entire file in this matter, Mr. Taylor will consider filing
an appropriate claim against you and your law firm addressing those issues.
Marc S. Mazer
For the Law Offices of
WEILL & MAZER
A Professional Corporation
200 California Street, Suite 400
San Francisco, CA 94111
Tele: 415 421 0730
Direct: 415 814 9664
Fax: 415 421 2355
NOTE: This e-mail is confidential and is intended only for the individual addressed. It may be
privileged as an attorney-client communication. If you are not the intended recipient or agent
responsible to deliver it, you are hereby notified that any use, distribution or copying of this
communication is strictly prohibited. If you have received this communication in error, please
immediately notify us by return e-mail. Thank you.
https://mail.google.com/mail/u/0?ik=722db5e8ae&view=pt&search=all&permmsgid=msg-a%3Ar-7036444926133128393&dsqt=1&simpl=msg-a%3Ar-7… 4/4
EXHIBIT C
4/22/2020 wimmer.law Mail - Callahan/Taylor
Christopher Wimmer
Callahan/Taylor
Marc Mazer Tue, Mar 31, 2020 at 10:16 AM
To: Christopher Wimmer
Cc: Andrew Weill , Marc Mazer
Mr. Wimmer:
We are aware of the SF Court Order re scheduling and holidays during the time through April 15. We had reserved a
date for the hearing on our motion to disqualify you as attorney for the Callahans, but that date in early May no longer
works due to the briefing schedule which necessarily will be changed due to the Court imposed holiday period. We will
serve the motion once we receive a new hearing date. Regardless, you were previously informed of our intention to file
this motion and will seek to have it heard at the earliest possible date in May.
In the meantime and pursuant to State Bar Rules, my client again demands (as he did previously through our office) that
you produce all correspondence, notes, emails, memos, billing records, retainer agreements, and any other documents
you received during your improper representation of ST6 and Greener Future.
Marc S. Mazer
For the Law Offices of
WEILL & MAZER
A Professional Corporation
200 California Street, Suite 400
San Francisco, CA 94111
Tele: 415 421 0730
Direct: 415 814 9664
Fax: 415 421 2355
NOTE: This e-mail is confidential and is intended only for the individual addressed. It may be privileged as an attorney-
client communication. If you are not the intended recipient or agent responsible to deliver it, you are hereby notified that
any use, distribution or copying of this communication is strictly prohibited. If you have received this communication in
error, please immediately notify us by return e-mail. Thank you.
From: Christopher Wimmer
Sent: Monday, March 30, 2020 1:50 PM
To: Marc Mazer ; Andrew Weill
Subject: Callahan/Taylor
Marc and Andrew,
https://mail.google.com/mail/u/2?ik=0239dc782b&view=pt&search=all&permmsgid=msg-f%3A1662700742449013661&dsqt=1&simpl=msg-f%3A1662… 1/2
4/22/2020 wimmer.law Mail - Callahan/Taylor
I hope you're both well, and finding ways to enjoy the lockdown.
As I'm sure you've seen, all days until April 15th have been declared court holidays by the San Francisco Superior Court,
including for purposes of discovery responses and motions to compel. See attached order.
To keep the case moving, we will serve Michael Callahan's discovery responses on April 2nd, when due. However, we
will forbear from filing the motion to compel the Taylors to provide further responses to the Callahans' form interrogatories,
which would have been due April 1st.
Thank you. Have a good week. Stay healthy.
Chris
--
Christopher Wimmer
Plant Medicine Attorney
415-683-8867
chris@wimmer.law
https://mail.google.com/mail/u/2?ik=0239dc782b&view=pt&search=all&permmsgid=msg-f%3A1662700742449013661&dsqt=1&simpl=msg-f%3A1662… 2/2
EXHIBIT D
From: Elliott Taylor
Sent: Monday, November 13, 2017 2:07 PM PST
To: Misha Breyburg ; sasha.dzin@gmail.com
CC: skesslerfilm@gmail.com ; mazer@weillmazer.com
Subject: Re: follow up, sf
Attachment(s): "MANAGEMENT SERVICES AGmt SF.docx","ATT00001.htm"
Hey Marc,
I wanted to thank you for taking the time to meet with myself and Steve and for introducing us to your other clients!
Dear Misha & Sasha,
Apologies for the delay but we wanted to make sure we had time to put together our thoughts properly!
It was such a pleasure meeting both of you, sharing stories about business, life etc and reviewing your current situation and
possible next steps..
Below is something just for review, a starting point to get the conversation going and to see where we could possibly work
together.
Please take a moment to review. We are open to many options and paths to success together.
Looking forward to following up soon though as we are all ready to work together!
If you want to set up a call let us know!
Much obliged,
CCALLAHAN013926
MANAGEMENT SERVICES AGREEMENT
This Agreement is made effective as of January 1, 2018, by and between Medithrive, Inc,
a California corporation whose principal place of business is at
_______________________________________________, San Francisco, California, and
CanManage, Inc., a ______________________ corporation whose principal place of
business is at
________________________________________________________________________
________________________.
In this Agreement, the party who is contracting to receive management services shall be
referred to as “MT” and the party who will be providing management services shall be
referred to as “CMI”.
Whereas:
CMI (or its officers and/or directors) has a background in retail sales of legal cannabis
products in the State of Washington and is willing to provide management services to
MT based on this background.
MT desires to have management services provided by CMI under the terms and
conditions hereof for a retail location selling cannabis and related products at
_________________________________________ San Francisco, California.
Now, therefore, the parties agree as follows:
1. DESCRIPTION OF SERVICES. Beginning on
___________________________________, 2018, CMI will provide the following
management services (collectively, the “Services”):
a. Supervision of all employees or independent contractors employed by [MT
and/or CMI] in connection with the storefront operations that are the
subject of this management services agreement. [MT and/or CMI] will
employ and/or enter into consulting contracts with all persons who work in
connection with said business. All personnel will be employees or
independent contractors of [MT and/or CMI]. NOTE THAT THIS MAY BE
DEPENDENT UPON THE LPA ENTERED INTO BY MT. CMI shall be responsible
for all income and payroll tax withholding and reporting. Employee expenses
of CMI shall not exceed ____________% of gross sales per quarter excluding
the first quarter of the first year of actual sales and any fees payable to MT as
an employee as set forth hereinbelow; and
b. Provide all products and supplies necessary to operate the business; and
CCALLAHAN013928
c. Perform all management functions of all retail and related operations
involving the designated location to be legally complaint with current and
future state, county and city laws and retail operations, including but not
limited to:
i) Designing, contracting and constructing allimprovements to the
retail location that is the subject of this Management Agreement.
All such improvements, the budget and actual costs thereof, shall
be approved by MT in advance though CMI shall front the costs
until sales revenue is sufficient to reimburse such actual costs.
Such improvements shall not exceed $350,000 in actual costs
unless the parties agree otherwise after CMI submits design
concepts to MT for approval. Any such improvements shall meet
local and state cannabis dispensary standards.
ii) Advancing funds for and providing all items required by law as
well as applicable insurances, 24-hour security and utilities.
d. Maintain accurate accounting records for all operations and make those
available to MT upon demand. At minimum, CMI shall use a seed to sale
software approved by MT and provide MT with full access thereto. Cash and
inventory loss shall not exceed 1.5% per quarter.
e. Delivery: The parties anticipate delivery operations shall be managed by
CMI and shall be included in the revenue streams hereof, though the terms
and conditions for such management shall be set forth in a separate
agreement to be executed between the parties. Upon execution the same
shall be appended hereto and become a part hereof.
f. Taxes: CMI shall be responsible for the collection, withholding and payment
of all taxes. Separate “escrow” accounts will be opened by MT for receipt of
deposit of tax withholdings and payments to be made. MT shall authorize
timely payment of taxes from such escrow accounts. Separate tax escrow
accounts shall be established for “Measure M” taxes, “BOE” taxes, “SF
County” taxes and “California State Excise” taxes and deposits shall be made
into each on a daily basis.
The parties acknowledge and agree that the beginning date for the provision of services
a
Preview
1 Christopher Wimmer (SBN 263275) 473 Jean Street #305 ELECTRONICALLY 2 Oakland, California 94610 (415) 683-8867 F I L E D 3 Superior Court of California, chris@wimmer.law County of San Francisco 4 04/22/2020 Attorney for Defendants and Cross-Complainants Clerk of the Court 5 COLTON CALLAHAN and MICHAEL CALLAHAN BY: ERNALYN BURA Deputy Clerk 6 7 SUPERIOR COURT OF THE STATE OF CALIFORNIA 8 FOR THE COUNTY OF SAN FRANCISCO 9 UNLIMITED JURISDICTION 10 ELLIOTT TAYLOR, RON TAYLOR, ET Case No. CGC-18-567657 11 ASSETS, LLC and 2441-2449 2ND STREET LLC, DECLARATION OF CHRISTOPHER 12 Plaintiffs, WIMMER IN SUPPORT OF COLTON CALLAHAN AND MICHAEL 13 v. CALLAHAN’S OPPOSITION TO MOTION TO DISQUALIFY COUNSEL 14 COLTON CALLAHAN, MICHAEL 15 CALLAHAN, and DOES 1 through 20, inclusive, Hearing Date: May 5, 2020 Defendants, Hearing Time: 9:30 a.m. 16 Judge: Hon. Ethan P. Schulman and Department: 302 17 ST6 HOLDINGS, LLC, and GREENER Reservation: 03230505-07 FUTURE, LLC, Action Filed: June 26, 2018 18 Nominal Defendants. Trial Date: Not set 19 COLTON CALLAHAN and MICHAEL 20 CALLAHAN, Cross-Complainants 21 v. 22 23 ELLIOT TAYLOR, RON TAYLOR, 2441-2449 2ND STREET LLC, TERRA NOVA 24 INDUSTRIES, INC., ET ASSETS, LLC and ROES 1 through 20, inclusive, 25 Cross-Defendants, 26 and 27 ST6 HOLDINGS, LLC, and GREENER FUTURE, LLC, 28 Nominal Defendants. WIMMER DECLARATION ISO OPP. TO MOT. TO DISQUALIFY No. CGC-18-567657 1 I, Christopher Wimmer, declare as follows: 2 1. I am counsel for Defendants and Cross-Complainants Colton Callahan (“Colton”) and 3 Michael Callahan (“Michael”) (together, the “Callahans”) in this action. I submit this declaration 4 in opposition to the motion of Plaintiffs and Cross-Defendants Elliott Taylor, Ron Taylor, ET 5 Assets, LLC, and 2441-2449 2nd Street LLC (together, the “Taylors”) to disqualify me as the 6 Callahans’ counsel. I have personal knowledge of the facts stated here, and would testify 7 competently to them if called upon to do so, except where stated on information and belief, and 8 those facts I believe to be true. 9 2. In this declaration, I provide as much factual information about my representation of the 10 Callahans and their entities as possible, without intending to disclose the contents of any 11 conversation involving legal advice or any client confidences. To the maximum extent permitted 12 under the law, the Callahans assert the attorney-client privilege and work product immunity on 13 behalf of themselves, Greener Future, LLC (“Greener Future”) and ST6 Holdings, LLC (“ST6”). 14 A. I Meet Colton and Refer Him to Emergent 15 3. I graduated from Columbia Law School in 2005, and after a federal clerkship entered 16 private practice. I moved home to the Bay Area in 2008, and in September 2013 founded the 17 Emergent law firm (now known as Emergent LLP) by myself. The firm grew quickly, and by 18 early 2018 we had 11 partners and counsel, including Peter Roldan and Johnny Yeh. In July 2018, 19 I left Emergent because I needed a break from litigation and running a firm, and wanted to focus 20 on the cannabis industry. 21 4. Colton and I met around October 2018, when Colton contacted me through LinkedIn. We 22 spoke in general terms about some cannabis industry projects Colton was working on, as well as 23 his dispute with the Taylors over their joint venture to obtain cannabis licenses and real properties 24 in Napa and elsewhere in California (the “Project”). I was not then taking on litigation matters, 25 and referred Colton to Mr. Roldan and Mr. Yeh at Emergent. On information and belief, the 26 Callahans retained Emergent to represent them in this action in December 2018. 27 28 1. WIMMER DECLARATION ISO OPP. TO MOT. TO DISQUALIFY No. CGC-18-567657 1 B. Colton Retains Me to Respond to the Taylors’ Complaint Against Greener Future 2 and ST6 3 5. In August 2019, Colton contacted me about filing responses on behalf of Greener Future 4 and ST6 to the Taylors’ February 15, 2019 Second Amended Complaint (“SAC”). The entities 5 had not responded to the SAC, even though that pleading named the entities and sought to 6 establish they had no ownership interest in the Project, and it was possible the Taylors might seek 7 to enter default and obtain judgment. The Callahans and I agreed the initial representation of the 8 entities would only be for the purpose of filing an answer to the Taylors’ SAC. The Callahans 9 indicated Emergent and counsel for the Taylors, Marc Mazer, were discussing potential settlement 10 negotiations. The Callahans and I agreed that if those negotiations were not fruitful, we would 11 discuss whether further representation of the entities was necessary. 12 6. In preparing the answers to the SAC, I spoke to Colton three or four times, and exchanged 13 a few short emails with him providing drafts of the answers. That, and my emails with Mr. Mazer 14 from the time, are the extent of my file from the representation of the entities. I will make these 15 documents available to the court for in camera review if the court desires. 16 7. On August 28, 2019, I filed Greener Future’s and ST6’s answers to the Taylors’ SAC. 17 C. The Taylors Move to Disqualify Me from Representing the Entities 18 8. The day I filed the answers, the Taylors’ counsel, Mr. Mazer, demanded I withdraw as 19 counsel for the entities and turn over my entire file on the matter or Elliott would be “filing an 20 appropriate claim against you.” I responded the next day, explaining I believed Elliott had 21 withdrawn from Greener Future and ST6 through his court filings and that, even if he had not 22 withdrawn, given the original 50-50 split in ownership, Elliott would not have had authority to 23 discharge me over Colton’s objection. I also asked Mr. Mazer to explain the basis of the legal 24 claims he threatened. Mr. Mazer refused to do so, and instead confirmed his intent to sue—which 25 I noted would be sanctionable conduct. A true and correct copy of this email chain is attached as 26 Exhibit A. 27 9. On October 2, 2019, instead of filing suit, the Taylors moved to disqualify me as counsel 28 for Greener Future and ST6. In their memorandum of points and authorities in support of that 2. WIMMER DECLARATION ISO OPP. TO MOT. TO DISQUALIFY No. CGC-18-567657 1 motion, the Taylors argued that neither member could retain counsel for the entities, because 2 Elliott and Colton were deadlocked. The Taylors also argued that there was no need for the 3 entities to respond to the pleadings against them or have independent representation. I concluded 4 that, having made these arguments, the Taylors would not be permitted to later shift course and 5 pursue their contract and fraud claims against the entities, so no further action on behalf of the 6 entities was necessary. As a result, and consistent with my initial conversations with Colton that 7 the representation was only to ensure the Taylors did not take a default against Greener Future and 8 ST6, on October 25, 2019 I filed a statement of non-opposition to the motion. 9 10. On November 5, 2019, the court granted the motion to disqualify. 10 D. The Callahans Retain Me to Represent Them Against the Taylors 11 11. On information and belief, on February 25, 2020, the Taylors and Callahans mediated their 12 dispute before the Hon. James McBride (ret.). Mediation was unsuccessful, and on March 6, the 13 Callahans retained me to represent them in this action. I substituted into this action as counsel for 14 the Callahans on March 17. 15 12. The day I entered my appearance, Mr. Mazer emailed me indicating the Taylors might 16 move to disqualify me from acting as counsel for the Callahans “on various grounds including, but 17 not limited to, as having represented both Greener Future and ST6 in this proceeding and having 18 conflicts and other grounds. . . . . In addition, you are now a material witness as having involved 19 yourself in this dispute over the objections of my client.” I responded that day, asking Mr. Mazer 20 to meet and confer before filing the motion, so that I could consider the Taylors’ arguments. A 21 true and correct copy of this email chain is attached as Exhibit B. Mr. Mazer never met and 22 conferred with me about the threatened motion. 23 13. On March 31, Mr. Mazer emailed me and repeated his prior request to turn over the file 24 from the representation of Greener Future and ST6. Though Mr. Mazer had never met and 25 conferred with me about the disqualification motion, he indicated he had reserved a hearing. A 26 true and correct copy of this email chain is attached as Exhibit C. On April 1, the Taylors filed 27 this motion. 28 3. WIMMER DECLARATION ISO OPP. TO MOT. TO DISQUALIFY No. CGC-18-567657 1 14. I have never spoken to Elliott, his father Ron, or anyone else involved with Greener 2 Future, ST6, or the Project other than the Callahans—and only after the Taylors initiated this 3 litigation. I have never represented Ron, Elliott, 2441-2449 2nd Street LLC, Terra Nova 4 Industries, Inc., or ET Assets, LLC; have never spoken or corresponded with the Taylors or 5 anyone acting on their behalf besides their counsel in this litigation; and have never reviewed a 6 document I understood to be confidential to the Taylors. Before October 2018, when Colton 7 contacted me about representing him and his father in this lawsuit, I had never even heard of the 8 Taylors, Callahans, Greener Future, or ST6. Other than my brief representation of Greener Future 9 and ST6, and now the Callahans, I am a complete stranger to this lawsuit. 10 15. A true and correct copy of an email from Elliott dated November 13, 2017 produced by 11 Colton in this action is attached as Exhibit D. 12 16. A true and correct copy of an email from Elliott dated December 4, 2017 produced by 13 Colton in this action is attached as Exhibit E. 14 17. A true and correct copy of an email from Elliott dated January 4, 2018 produced by Colton 15 in this action is attached as Exhibit F. 16 18. A true and correct copy of an amended application for a Napa Cannabis Establishment 17 Clearance bearing a date of December 27, 2018 produced by Colton in this action is attached as 18 Exhibit G. 19 19. A true and correct copy of an application for a Napa Cannabis Establishment Clearance 20 prepared January 30, 2018 produced by Colton in this action is attached as Exhibit H. 21 22 I declare under the penalty of perjury under the laws of the State of California that the foregoing is 23 true and correct. 24 25 ________________________ April 22, 2020 Christopher Wimmer Oakland, California 26 27 28 4. WIMMER DECLARATION ISO OPP. TO MOT. TO DISQUALIFY No. CGC-18-567657 EXHIBIT A 4/21/2020 Gmail - Taylor, et al v. Callahan, et al Christopher Wimmer Taylor, et al v. Callahan, et al Christopher Wimmer Fri, Aug 30, 2019 at 1:14 PM To: Marc Mazer Mr. Mazer, Thank you for your reply. I look forward to moving for sanctions against you and your client when you file a frivolous claim against me without even bothering to meet and confer about it. Regards, Chris Christopher Wimmer atlasdewitt@gmail.com mobile (415) 683-8867 conference (585) 627-0661 linkedin.com/in/cawimmer On Fri, Aug 30, 2019, 12:13 PM Marc Mazer wrote: Mr. Wimmer: Thank you for your response. I am not going to engage in dialogue with you in this regard. You will be named as a cross defendant when my client files his responsive pleading to the anticipated 2 nd amended cross complaint which Colton will be filing in the next few weeks. We will let the Court resolve this issue through proper and legal channels and you may respond to the claims as you are served with them. Marc S. Mazer For the Law Offices of WEILL & MAZER A Professional Corporation 200 California Street, Suite 400 San Francisco, CA 94111 Tele: 415 421 0730 Direct: 415 814 9664 Fax: 415 421 2355 NOTE: This e-mail is confidential and is intended only for the individual addressed. It may be privileged as an attorney-client communication. If you are not the intended recipient or agent responsible to deliver it, you are hereby notified that any use, distribution or copying of this communication is strictly prohibited. If you have received this communication in error, please immediately notify us by return e-mail. Thank you. https://mail.google.com/mail/u/0?ik=722db5e8ae&view=pt&search=all&permmsgid=msg-a%3Ar-5522442951569496824&dsqt=1&simpl=msg-a%3Ar-5… 1/3 4/21/2020 Gmail - Taylor, et al v. Callahan, et al From: Christopher Wimmer Sent: Friday, August 30, 2019 11:28 AM To: Marc Mazer Subject: Re: Taylor, et al v. Callahan, et al Mr. Mazer, Thank you for your email. I hope this finds you well. Elliot Taylor is not an owner of Greener Future. He once was the 50% owner of that entity, but gave "notice of [his] express will to withdraw as a member" through court filings in which he disclaimed any relationship with Greener Future, and so was dissociated from the entity under the Revised Uniform Limited Liability Company Act, Cal. Corp. Code 17706.02(a). He therefore also holds no interest in ST6, and has no authority to direct me to take or not take any action with respect to the two entities. If you disagree, please provide me with evidence that Mr. Taylor is an owner and manager of Greener Future. Even were Mr. Taylor still a 50% owner of Greener Future, he would not have the authority to terminate my representation of that entity and ST6. Colton Callahan was the other initial 50% owner of Greener Future (he now owns 100% following Mr. Taylor's dissociation), as well as a manager of the entity. He properly retained me on behalf of the companies, and has not discharged me. Your own pleadings undercut your demand that I withdraw. Mr. Taylor, using you as counsel, has sued Greener Future and ST6 for a declaration that they hold no rights in the Napa project. If he retains an ownership interest in those entities, he is committing a flagrant breach of his fiduciary duties by seeking a judicial order terminating their stake in the valuable Napa license, and you are conflicted from representing both Mr. Taylor and the entity he partially owns and is suing. Your threat to sue me is noted. Based on my understanding of the facts and law, I do not intend to turn over any materials to you or Mr. Taylor. If you genuinely believe this refusal constitutes actionable conduct, please provide legal authority for your position and identify the claims Mr. Taylor would assert against me; I am not part of a law firm. Regards, Christopher Wimmer atlasdewitt@gmail.com mobile (415) 683-8867 conference (585) 627-0661 LinkedIn On Thu, Aug 29, 2019 at 4:37 PM Marc Mazer wrote: Mr. Wimmer: https://mail.google.com/mail/u/0?ik=722db5e8ae&view=pt&search=all&permmsgid=msg-a%3Ar-5522442951569496824&dsqt=1&simpl=msg-a%3Ar-5… 2/3 4/21/2020 Gmail - Taylor, et al v. Callahan, et al As you probably know, I represent Elliott Taylor, who is a 50% owner of Greener Future, which is the sole member of ST6, and who is a manager of both. I saw you filed an answer to the verified complaint on behalf of Greener Future and ST6. Please provide legal authority for you to be representing these entities which are both the subject of a dissolution action pending in San Francisco Superior Court. Mr. Taylor is the manager of both entities and he did not authorize your retention in this matter. On behalf of Mr. Taylor, we request a copy of your entire file on this matter and copies of all emails, letters, memoranda, and any communications you may have had with respect to this purported representation. Mr. Taylor demands that you immediately withdraw your representation of both entities. If you do not do so or if you fail to provide a copy of your entire file in this matter, Mr. Taylor will consider filing an appropriate claim against you and your law firm addressing those issues. Marc S. Mazer For the Law Offices of WEILL & MAZER A Professional Corporation 200 California Street, Suite 400 San Francisco, CA 94111 Tele: 415 421 0730 Direct: 415 814 9664 Fax: 415 421 2355 NOTE: This e-mail is confidential and is intended only for the individual addressed. It may be privileged as an attorney-client communication. If you are not the intended recipient or agent responsible to deliver it, you are hereby notified that any use, distribution or copying of this communication is strictly prohibited. If you have received this communication in error, please immediately notify us by return e-mail. Thank you. https://mail.google.com/mail/u/0?ik=722db5e8ae&view=pt&search=all&permmsgid=msg-a%3Ar-5522442951569496824&dsqt=1&simpl=msg-a%3Ar-5… 3/3 EXHIBIT B 4/22/2020 Gmail - Taylor, et al v. Callahan, et al Christopher Wimmer Taylor, et al v. Callahan, et al Christopher Wimmer Tue, Mar 17, 2020 at 10:52 AM To: Marc Mazer Cc: Andrew Weill , Peter Roldan Marc, Thanks for your email. I hope you're well. If you decide to proceed with a motion to disqualify, I welcome a meet-and-confer email from you outlining the facts supporting your contentions, so that I can consider them. I don't see how I've done anything improper, created a conflict, or made myself a witness, but I'm happy to hear your thoughts. Also, would you please answer my question about your view on the handling of the case for the next few weeks? We are filing the answer today, but are open to deferring the parties' upcoming discovery responses until we are all able to be fully engaged. It's my understanding Alameda County has declared all days court holidays until April 7th, and the federal courts have deferred all deadlines to May 1st; I assume San Francisco will soon follow suit. Thank you. Stay safe. Chris Christopher Wimmer atlasdewitt@gmail.com mobile (415) 683-8867 On Tue, Mar 17, 2020 at 10:44 AM Marc Mazer wrote: Mr. Wimmer: I received your voicemail message indicating that you are ‘substituting’ into the case to represent the Callahans and intending to replace Peter’s firm. Please be advised that if you do appear, we may be filing a motion to disqualify you on various grounds including, but not limited to, as having represented both Greener Future and ST6 in this proceeding and having conflicts and other grounds. You still have refused to disclose the information requested during your improper representation of those entities and we will be pursuing it by all legal means available. In addition, you are now a material witness as having involved yourself in this dispute over the objections of my client. I am not going to debate the issues with you as I presume that you will be proceeding as you indicated in your voicemail. We will let the court resolve the issues, if necessary. This email was intended just to put you and your clients (by copy of this email to Peter Roldan) on notice of my clients’ intentions. Marc S. Mazer For the Law Offices of WEILL & MAZER A Professional Corporation 200 California Street, Suite 400 San Francisco, CA 94111 https://mail.google.com/mail/u/0?ik=722db5e8ae&view=pt&search=all&permmsgid=msg-a%3Ar-7036444926133128393&dsqt=1&simpl=msg-a%3Ar-7… 1/4 4/22/2020 Gmail - Taylor, et al v. Callahan, et al Tele: 415 421 0730 Direct: 415 814 9664 Fax: 415 421 2355 NOTE: This e-mail is confidential and is intended only for the individual addressed. It may be privileged as an attorney-client communication. If you are not the intended recipient or agent responsible to deliver it, you are hereby notified that any use, distribution or copying of this communication is strictly prohibited. If you have received this communication in error, please immediately notify us by return e-mail. Thank you. On Aug 30, 2019, at 1:14 PM, Christopher Wimmer wrote: Mr. Mazer, Thank you for your reply. I look forward to moving for sanctions against you and your client when you file a frivolous claim against me without even bothering to meet and confer about it. Regards, Chris Christopher Wimmer atlasdewitt@gmail.com mobile (415) 683-8867 conference (585) 627-0661 linkedin.com/in/cawimmer On Fri, Aug 30, 2019, 12:13 PM Marc Mazer wrote: Mr. Wimmer: Thank you for your response. I am not going to engage in dialogue with you in this regard. You will be named as a cross defendant when my client files his responsive pleading to the anticipated 2nd amended cross complaint which Colton will be filing in the next few weeks. We will let the Court resolve this issue through proper and legal channels and you may respond to the claims as you are served with them. Marc S. Mazer For the Law Offices of WEILL & MAZER A Professional Corporation 200 California Street, Suite 400 San Francisco, CA 94111 Tele: 415 421 0730 Direct: 415 814 9664 https://mail.google.com/mail/u/0?ik=722db5e8ae&view=pt&search=all&permmsgid=msg-a%3Ar-7036444926133128393&dsqt=1&simpl=msg-a%3Ar-7… 2/4 4/22/2020 Gmail - Taylor, et al v. Callahan, et al Fax: 415 421 2355 NOTE: This e-mail is confidential and is intended only for the individual addressed. It may be privileged as an attorney-client communication. If you are not the intended recipient or agent responsible to deliver it, you are hereby notified that any use, distribution or copying of this communication is strictly prohibited. If you have received this communication in error, please immediately notify us by return e-mail. Thank you. From: Christopher Wimmer Sent: Friday, August 30, 2019 11:28 AM To: Marc Mazer Subject: Re: Taylor, et al v. Callahan, et al Mr. Mazer, Thank you for your email. I hope this finds you well. Elliot Taylor is not an owner of Greener Future. He once was the 50% owner of that entity, but gave "notice of [his] express will to withdraw as a member" through court filings in which he disclaimed any relationship with Greener Future, and so was dissociated from the entity under the Revised Uniform Limited Liability Company Act, Cal. Corp. Code 17706.02(a). He therefore also holds no interest in ST6, and has no authority to direct me to take or not take any action with respect to the two entities. If you disagree, please provide me with evidence that Mr. Taylor is an owner and manager of Greener Future. Even were Mr. Taylor still a 50% owner of Greener Future, he would not have the authority to terminate my representation of that entity and ST6. Colton Callahan was the other initial 50% owner of Greener Future (he now owns 100% following Mr. Taylor's dissociation), as well as a manager of the entity. He properly retained me on behalf of the companies, and has not discharged me. Your own pleadings undercut your demand that I withdraw. Mr. Taylor, using you as counsel, has sued Greener Future and ST6 for a declaration that they hold no rights in the Napa project. If he retains an ownership interest in those entities, he is committing a flagrant breach of his fiduciary duties by seeking a judicial order terminating their stake in the valuable Napa license, and you are conflicted from representing both Mr. Taylor and the entity he partially owns and is suing. Your threat to sue me is noted. Based on my understanding of the facts and law, I do not intend to turn over any materials to you or Mr. Taylor. If you genuinely believe this refusal constitutes actionable conduct, please provide legal authority for your position and identify the claims Mr. Taylor would assert against me; I am not part of a law firm. Regards, Christopher Wimmer atlasdewitt@gmail.com mobile (415) 683-8867 https://mail.google.com/mail/u/0?ik=722db5e8ae&view=pt&search=all&permmsgid=msg-a%3Ar-7036444926133128393&dsqt=1&simpl=msg-a%3Ar-7… 3/4 4/22/2020 Gmail - Taylor, et al v. Callahan, et al conference (585) 627-0661 LinkedIn On Thu, Aug 29, 2019 at 4:37 PM Marc Mazer wrote: Mr. Wimmer: As you probably know, I represent Elliott Taylor, who is a 50% owner of Greener Future, which is the sole member of ST6, and who is a manager of both. I saw you filed an answer to the verified complaint on behalf of Greener Future and ST6. Please provide legal authority for you to be representing these entities which are both the subject of a dissolution action pending in San Francisco Superior Court. Mr. Taylor is the manager of both entities and he did not authorize your retention in this matter. On behalf of Mr. Taylor, we request a copy of your entire file on this matter and copies of all emails, letters, memoranda, and any communications you may have had with respect to this purported representation. Mr. Taylor demands that you immediately withdraw your representation of both entities. If you do not do so or if you fail to provide a copy of your entire file in this matter, Mr. Taylor will consider filing an appropriate claim against you and your law firm addressing those issues. Marc S. Mazer For the Law Offices of WEILL & MAZER A Professional Corporation 200 California Street, Suite 400 San Francisco, CA 94111 Tele: 415 421 0730 Direct: 415 814 9664 Fax: 415 421 2355 NOTE: This e-mail is confidential and is intended only for the individual addressed. It may be privileged as an attorney-client communication. If you are not the intended recipient or agent responsible to deliver it, you are hereby notified that any use, distribution or copying of this communication is strictly prohibited. If you have received this communication in error, please immediately notify us by return e-mail. Thank you. https://mail.google.com/mail/u/0?ik=722db5e8ae&view=pt&search=all&permmsgid=msg-a%3Ar-7036444926133128393&dsqt=1&simpl=msg-a%3Ar-7… 4/4 EXHIBIT C 4/22/2020 wimmer.law Mail - Callahan/Taylor Christopher Wimmer Callahan/Taylor Marc Mazer Tue, Mar 31, 2020 at 10:16 AM To: Christopher Wimmer Cc: Andrew Weill , Marc Mazer Mr. Wimmer: We are aware of the SF Court Order re scheduling and holidays during the time through April 15. We had reserved a date for the hearing on our motion to disqualify you as attorney for the Callahans, but that date in early May no longer works due to the briefing schedule which necessarily will be changed due to the Court imposed holiday period. We will serve the motion once we receive a new hearing date. Regardless, you were previously informed of our intention to file this motion and will seek to have it heard at the earliest possible date in May. In the meantime and pursuant to State Bar Rules, my client again demands (as he did previously through our office) that you produce all correspondence, notes, emails, memos, billing records, retainer agreements, and any other documents you received during your improper representation of ST6 and Greener Future. Marc S. Mazer For the Law Offices of WEILL & MAZER A Professional Corporation 200 California Street, Suite 400 San Francisco, CA 94111 Tele: 415 421 0730 Direct: 415 814 9664 Fax: 415 421 2355 NOTE: This e-mail is confidential and is intended only for the individual addressed. It may be privileged as an attorney- client communication. If you are not the intended recipient or agent responsible to deliver it, you are hereby notified that any use, distribution or copying of this communication is strictly prohibited. If you have received this communication in error, please immediately notify us by return e-mail. Thank you. From: Christopher Wimmer Sent: Monday, March 30, 2020 1:50 PM To: Marc Mazer ; Andrew Weill Subject: Callahan/Taylor Marc and Andrew, https://mail.google.com/mail/u/2?ik=0239dc782b&view=pt&search=all&permmsgid=msg-f%3A1662700742449013661&dsqt=1&simpl=msg-f%3A1662… 1/2 4/22/2020 wimmer.law Mail - Callahan/Taylor I hope you're both well, and finding ways to enjoy the lockdown. As I'm sure you've seen, all days until April 15th have been declared court holidays by the San Francisco Superior Court, including for purposes of discovery responses and motions to compel. See attached order. To keep the case moving, we will serve Michael Callahan's discovery responses on April 2nd, when due. However, we will forbear from filing the motion to compel the Taylors to provide further responses to the Callahans' form interrogatories, which would have been due April 1st. Thank you. Have a good week. Stay healthy. Chris -- Christopher Wimmer Plant Medicine Attorney 415-683-8867 chris@wimmer.law https://mail.google.com/mail/u/2?ik=0239dc782b&view=pt&search=all&permmsgid=msg-f%3A1662700742449013661&dsqt=1&simpl=msg-f%3A1662… 2/2 EXHIBIT D From: Elliott Taylor Sent: Monday, November 13, 2017 2:07 PM PST To: Misha Breyburg ; sasha.dzin@gmail.com CC: skesslerfilm@gmail.com ; mazer@weillmazer.com Subject: Re: follow up, sf Attachment(s): "MANAGEMENT SERVICES AGmt SF.docx","ATT00001.htm" Hey Marc, I wanted to thank you for taking the time to meet with myself and Steve and for introducing us to your other clients! Dear Misha & Sasha, Apologies for the delay but we wanted to make sure we had time to put together our thoughts properly! It was such a pleasure meeting both of you, sharing stories about business, life etc and reviewing your current situation and possible next steps.. Below is something just for review, a starting point to get the conversation going and to see where we could possibly work together. Please take a moment to review. We are open to many options and paths to success together. Looking forward to following up soon though as we are all ready to work together! If you want to set up a call let us know! Much obliged, CCALLAHAN013926 MANAGEMENT SERVICES AGREEMENT This Agreement is made effective as of January 1, 2018, by and between Medithrive, Inc, a California corporation whose principal place of business is at _______________________________________________, San Francisco, California, and CanManage, Inc., a ______________________ corporation whose principal place of business is at ________________________________________________________________________ ________________________. In this Agreement, the party who is contracting to receive management services shall be referred to as “MT” and the party who will be providing management services shall be referred to as “CMI”. Whereas: CMI (or its officers and/or directors) has a background in retail sales of legal cannabis products in the State of Washington and is willing to provide management services to MT based on this background. MT desires to have management services provided by CMI under the terms and conditions hereof for a retail location selling cannabis and related products at _________________________________________ San Francisco, California. Now, therefore, the parties agree as follows: 1. DESCRIPTION OF SERVICES. Beginning on ___________________________________, 2018, CMI will provide the following management services (collectively, the “Services”): a. Supervision of all employees or independent contractors employed by [MT and/or CMI] in connection with the storefront operations that are the subject of this management services agreement. [MT and/or CMI] will employ and/or enter into consulting contracts with all persons who work in connection with said business. All personnel will be employees or independent contractors of [MT and/or CMI]. NOTE THAT THIS MAY BE DEPENDENT UPON THE LPA ENTERED INTO BY MT. CMI shall be responsible for all income and payroll tax withholding and reporting. Employee expenses of CMI shall not exceed ____________% of gross sales per quarter excluding the first quarter of the first year of actual sales and any fees payable to MT as an employee as set forth hereinbelow; and b. Provide all products and supplies necessary to operate the business; and CCALLAHAN013928 c. Perform all management functions of all retail and related operations involving the designated location to be legally complaint with current and future state, county and city laws and retail operations, including but not limited to: i) Designing, contracting and constructing allimprovements to the retail location that is the subject of this Management Agreement. All such improvements, the budget and actual costs thereof, shall be approved by MT in advance though CMI shall front the costs until sales revenue is sufficient to reimburse such actual costs. Such improvements shall not exceed $350,000 in actual costs unless the parties agree otherwise after CMI submits design concepts to MT for approval. Any such improvements shall meet local and state cannabis dispensary standards. ii) Advancing funds for and providing all items required by law as well as applicable insurances, 24-hour security and utilities. d. Maintain accurate accounting records for all operations and make those available to MT upon demand. At minimum, CMI shall use a seed to sale software approved by MT and provide MT with full access thereto. Cash and inventory loss shall not exceed 1.5% per quarter. e. Delivery: The parties anticipate delivery operations shall be managed by CMI and shall be included in the revenue streams hereof, though the terms and conditions for such management shall be set forth in a separate agreement to be executed between the parties. Upon execution the same shall be appended hereto and become a part hereof. f. Taxes: CMI shall be responsible for the collection, withholding and payment of all taxes. Separate “escrow” accounts will be opened by MT for receipt of deposit of tax withholdings and payments to be made. MT shall authorize timely payment of taxes from such escrow accounts. Separate tax escrow accounts shall be established for “Measure M” taxes, “BOE” taxes, “SF County” taxes and “California State Excise” taxes and deposits shall be made into each on a daily basis. The parties acknowledge and agree that the beginning date for the provision of services a