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Anne Frassetto Olsen, Esq. (State Bar No. 99680)
NOLAND, HAMERLY, ETIENNE & HOSS
A Professional Corporation
333 Salinas Street
Post Office Box 2510
Salinas, California 93902-2510
Telephone: (831) 424-1414
Facsimile: (831) 424-1975
aolsen@nheh.com
Attorneys for Defendant LYNN DUGGAN
SUPERIOR COURT OF CALIFORNIA, COUNTY OF SONOMA
10 SEAN DUGGAN, an individual, on his Case No. SCV-268905
own behalf and derivatively on behalf of
11 the Duggan Family Limited Partnership, , REQUEST FOR JUDICIAL NOTICE IN
SUPPORT OF DEFENDANT’S
12 Plaintiff, OPPOSITION TO THE MOTION TO
COMPEL ARBITRATION AND FOR
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g5 13 vs. STAY OF PROCEEDINGS
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14 LYNN DUGGAN, an individual; and Complaint filed: July 27, 2023
DOES 1 through 25, inclusive,
15 Jury Trial Date: July 28, 2023
Defendant.
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- and—
17 Date: May 10, 2023
THE DUGGAN FAMILY LIMITED Time 3:00 p.m.
18 PARTNERSHIP, a California Limited Dept: 17
Partnership; and KELLY MOFFAT, an
19 individual,
20 Nominal Defendants.
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30556\000\1780880.1:42723
REQUEST FOR JUDICIAL NOTICE
Sean Duggan v. Lynn Duggan, et al. \ Case No. SCV-268905
REQUEST FOR JUDICIAL NOTICE
Defendant LYNN DUGGAN requests this Court, under Evidence Code § 452(d), to take
judicial notice of the following documents:
1 Declaration of Lynn Duggan in support of The Duggan Family Limited
Partnership motion for posting of a bond that was filed with this Court on November 29, 2021, a
true and correct copy attached hereto as Exhibit A.
2. Declaration of Scott Shapiro of The Poppy Bank in support of The Duggan Family
Limited Partnership’s motion for posting of a bond that was filed with this Court on December
10, 2021, a true and correct copy attached hereto as Exhibit B.
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11 Dated: April 27, 2023 NOLAND, HAMERLY, ETIENNE & HOSS
A Professional Corporation
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By /s/ Anne Frassetto Olsen
14 Anne Frassetto Olsen
Attorneys for Defendant LYNN DUGGAN
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30556\000\1780880.1:42723
REQUEST FOR JUDICIAL NOTICE
Sean Duggan v. Lynn Duggan, et al. \ Case No. SCV-268905
EXHIBIT “A”
ELECTRONICALLY FILED
Marshall E. Bluestone, tiny. (SBN 151632) Superior Court of California
BLUESTONE ZUNINO & HAMILTON, LLP County of Sonoma
50 Old Courthouse Square, Suite 401 11/29/2021 12:05 PM
Santa Rosa, CA 95404 Arlene D. Junior, Clerk of the Court
10 Telephone: 707-526. 4250 By: Griselda Zavala, Deputy Clerk
VW Facsimile: WO7-526-0347
12 marshall. bvhlegsl.com
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Atturneys for The Duggan Family Limited Partnership,
i a California Limited Partnership
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19 SUPERIOR COURT OF THE STATE OF CALIFORNIA
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2 | COUNTY OF SONOMA
nn SEAN DUGGAN, an individual, on his own Case No. SCV-268905
behalf and derivatively on hehalf of the
| Duggan Family Limited Partnership; DECLARATION OF LYNN DUGGAN IN
25 SUPPORT OF THE DUGGAN FAMILY
26 Plaintitts, | LIMTTED PARTNERSHIP'S MOLION FOR
27 lv. POSTING OF A BOND
30 | LYNN DUGGAN, an individual; and DOES |
through 25, inclusive,
ri9/16/2203:00pm
Defendants, Dept: 7
a
35 -and-
36 | JUNLIMIPEED CIVIL]
37 THE DUGGAN FAMILY LIMITED.
38 PARTNERSHIP, a California Limited ASSIGNED FOR ALT. PURPOSES:
Partnership, KELLY MOFFAT, an individual,
Judge: ArthurA. Wick
41 Nominal Defendunts. Department: 17
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poimtai
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I, Lynn Duggan, declare:
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46 I Detendant FILE DUGGAN FAMILY LIMITED PAR PNERSHIP (“DPLP™) was formed
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48 by my parents, Barbara Applcgate Duggan and Joseph Duggan. in 1997. [did nol purticipate in any
on
discussions before the partnership was formed. [am infurmed and believe that they sought independent
t legal advice to drafl and execute the partnership agreement. hey transferred real property known as the
octepcommatinesn =
| Lakeside ShapRing Grav Gros spine Center”) ints DPL.P. My mother had inherited the Shaping
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| Center from her mother.
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2.2 ‘The initia! gencral partner were my purents. Barbara Applegate Duggan and Joseph
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10 | | Duggan, and me, each obtaining a 1% general partner share. ‘fhe limited partners were me, my son, Sean
12 Duggan, (“Sean™), plaintiff herein, and my daughter, Kelly Moffat Kelly), a named defendant. My
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4 | parents used the DIT P as a means of transferring ownership interests in the Shopping Center through
1s
16 DELP to myself, Seun and Kelly. Over the years. they transferred limited partnership interests to the
1g | three of us until all limited partnership interests had been transferred. Neither T ner Sean nor Kelly ever |
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20 contributed a dime to DFLP. Our respective interests cume from pifts trom my parents,
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22 3. Upon my parents’ deaths. | inherited their general partnership interests and became the
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24 sole general partner of DFLP with a 3% general partner interest. As gencral partner, | received a
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26 management fee which is currently, and has always been, $2000 per month.
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28 4. The Shopping Center sits on 4.2 acres located in Santa Rosa. Sonoma County, California.
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It consists of 44.000 square feet of leased space and currently has 11 tenants. I'he Icased space has been
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fully leased since September 1, 2010 and has remuined iuily eased through the date of this declaration.
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Although there were challenges caused oy the Pandemic in 2020, DFLP had a net income in 2020 of
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37 $308,109.00.
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5 In 2014. | negotiated a Joan from DFLP ir the umount of $510,000.00. Both Kelly and
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41 Scan hud independent counsel which advised them and negotiated the terms of the joan with my attorney.
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43 Asaresult. the partnership agreement of DVEP was amended us reflected in Exhibit B to the first
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45 amended complaint filed herein, As a result, DFLP dorrowed $510,000.00 from First Community Bank
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417 (now Poppy Bank) secured by # deed of trust on the Shopping Center. J in tum executed a promissory
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on nots in the same amount to DFLP. A mechanism was set up whereby DFI.P automatically paid the
monthly load debt to Poppy Bank and the same payment was deducted from my share of the partner
distributions and my management fee. All loan payments were made to Poppy Bank without default. At
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SCV.268905 Declarativn of Lynn Duggan
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6 | the time of this loan, DPEP*s equity was valued in excess of $7,000,000.00. Theretore, the total amount |
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8 | of debt encumbering the Shopping Center was approximately $510,000.00.
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10 6. In or about November, 2020, Kelly approached me and requested that [ sell her a 1%
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2 general partnership interest of DFE P as a succession tool. In order to assure that such a transfer was not
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14 | a breach of any of the Poppy Bank Joun documents or purtaership agreements, F sought iepal advice and
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16 j was assured that there was no contractual or legal impediment. | also informed Scott Shapiro of Poppy — |
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1s Bank of the impending transfer to assure myself that the Bank would not consider such a transfer a
20 | default of the loan agreements and he assured me that the Bank would aot object. { did not receive any
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22 | written objection or notice of default trom Poppy Bunk uller | informed them. f also informed Scan of
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24 | my plan to transfer Kelly a £% general partner interest. Sean did object and continues to object.
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26 However, alter | received assurances from my attorney that it was legal to make the transfer | completed
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28 the transfer.
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31 Duc to the economic issues caused by the COVID 19 pandemic, the tenants of the
+533 Shopping Center reyuested and received permission to defer some rent payments. This deferral impacted
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the income nonnally made by the DELP in 2020. In order to assure financial liquidity, | decided to cease
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any distributions to the partners of DELP for a period of five months in 2020 until the impact of the
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39 pandemic coutd be ascertained. The payments to Poppy Bank on the nte continued without defaultas
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41 ther: was sutficient monthly income to pay all expenses.
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8 8. Duc to the cessation of partner distributions, DFLP's accountant asked me to reimburse
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4S the partnership for the payment of the note based upon an estimate of the principal due. I sent him the
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17 ount requested. | requested that my management fee be applied to the paymen: of the bank loan and
that I would personality pay any shortfall.
9. On or about February 24, 2021, hd ‘Turner notificd me that there was an error made on
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how die payments were credited into DFLP’s accounts, In order to rectify the problem, he requested thar
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SCV-2689045 Declaration of Lynn Duggan. %
T reimburse the partnership the sum of $5,788.78 which | immediately did. Ed Turner immediately
notified all partners of the discrepancy, my subsequent payment and provided a complete accounting.
10 10. Sean protested and argued that | had breached my duty asa general partner and he has
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12 been harmed and his attorney threatencd to file legal uction against me. Kelly and 1 discussed the option
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pay off the
“4 of paying off the hank loan and she agreed to lend me the money from her personal funds to
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16 bank note so that DFLP would no longer carry any of this debt and my promissory note to DELP would
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1 be satisfied. Kelly's loan was finafized on July 21, 202! und the Poppy Bank loan was paid m full and
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20 the Bank reconveyed the decd of trust encumbering the Shopping Center. | am informed and believed
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22 that Sean’s legal counsef was informod that the loan hud been paid in full and the deed
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2 reconveyed. On July 21, 2021, | personally emailed Sean and informed him that the note had been paid
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26 in full. This lawsuit was subsequently filed on July 27, 2021.
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28 iL Currently the Shopping Center is listed for sale at a price of $11,000.000.00. Currently,
31 the only secured debt is approximately $50,000.00 on its credit Hine. All tenants are paying rent and
33 partnership distributions have recommenced.
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34 I declare under penalty of perjury under the laws of the State of California that the foregoing is
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true and correct and that I could competently testify thereto except for these matters stated under
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information and belief and 1 belicve that they are true and that this dectaration was signed on November
PR 2021 in Lahaina, Hawaii
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SCV-268908 Declaration of Lynn Duggan
son
EXHIBIT “B”
ELECTRONICALLY FILED
Superior Court of California
Marshall E. Bluestone, Esq. (SBN 151632) County of Sonoma
BLUESTONE ZUNINO & HAMILTON, LLP 12/10/2021 10:10 AM
50 Old Courthouse Square, Suite 401 Arlene D. Junior, Clerk of the Court
Santa Rosa, CA 95404 By: Griselda Zavala, Deputy Clerk
Telephone: 707-526-4250
Facsimile: 707-526-0347
marshall@bzhlegal.com
Attorneys for The Duggan Family Limited Partnership,
a California Limited Partnership
SUPERIOR COURT, SONOMA COUNTY, CALIFORNIA
Case No. SCV-268905
10 SEAN DUGGAN, an individual, on
his own behalf and derivatively on DECLARATION OF SCOTT SHAPIRO
11 behalf of the Duggan Family OF THE POPPY BANK IN SUPPORT OF
Limited Partnership; THE DUGGAN FAMILY LIMITED
12 PARTNERSHIP’S MOTION FOR
Plaintiff, POSTING OF A BOND
13 vs.
14 LYNN DUGGAN, an individual; (UNLIMITED CIVIL]
and DOES | through 25, inclusive,
15 Jury Trial Demanded
Defendants,
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ASSIGNED FOR ALL PURPOSES:
17 - and —
Judge: Arthur A. Wick
18 THE DUGGAN FAMILY LIMITED Department: 17
PARTNERSHIP, a California
19 Limited Partnership; and KELLY Date: SAG
MOFFAT, an individual, Time: 3:00 pm.
20 Dept: 17
Nominal Defendants,
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I, Scott Shapiro, declare the following:
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1 I am a Vice President - Commercial Loan Officer at Poppy Bank, formerly known
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as the First Community Bank (“the Bank”). I have personal knowledge of the matters
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contained in this declaration and, if called as a witness to testify, I could and would competently
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testify to them. My personal knowledge is based on participation in the events described below
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and my review of documents related to same.
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SC¥-268905: Declaration of S. Shaperio
2. In 2014, Lynn Duggan, the General Partner of the Duggan Family Limited
Partnership’s (“Partnership”), negotiated a loan with the Bank in the amount of $510,000 (“the
Loan”) which was secured by a deed of trust on the property commonly known as the Lakeside
Shopping Center on Summerfield Road in Santa Rosa, California (“the Property”).
3 In approximately December 2020, I was informed by Lynn Duggan that Kelly
Moffat, a Limited Partner of the Partnership was interested in purchasing from Mr. Duggan his
1% General Partner interest in the Partnership using her personal funds. The Bank did not
object to this transaction.
4. In July 2021, the Partnership paid off the Loan in full and the Bank reconveyed
10 the deed of trust encumbering the Property.
11 5 Since the inception of the Loan and until it was paid off by the Partnership, all
12 payments on the Loan were made to the Bank without default.
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14 I declare under penalty of perjury under the laws of the State of California that the
15 foregoing is true and correct.
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17 Executed on November _¢1_, 2021 at Srqst dts, California.
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"Scott Shapiro 5
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SCV-268905: Declaration of S. Shaverio
CERTIFICATE OF SERVICE
1am employed in Sonoma County, California. | am over the age of 18 years and not a party
to the within action. My business address is 50 Old Courthouse Square, Suite 401, Santa Rosa, CA
95404. On December 10, 2021, I served the following document(s):
DECLARATION OF SCOTT SHAPIRO OF THE POPPY BANK IN SUPPORT OF
THE DUGGAN FAMILY LIMITED PARTNERSHIP’S MOTION FOR POSTING OF
A BOND
by placing a true copy thereof enclosed is a sealed envelope and/or served in the manner
described below and addressed to:
Attorney for Plaintiff Sean Duggan: Attorney for Lynn Duggan:
Lisa C. McCurdy, Esq. Anne Frassetto Olsen
NOLAND, HAMERLY, ETIENNE &
Joy Chen, Esq. HOSS
Greenberg Traurig A Professional Corporation
1840 Century Park East, Suite 1900 333 Salinas Street
Los Angeles, CA 90067-2121 P.O. Box 2510
Tel: 310-586-6512 Salinas, CA 93902
(831) 424-1414 ext. 210
Fax: 310-586-7800
(831) 424-1975 (fax)
mecurdyl@gtlaw.com aolsen(@nheh.com
chenjoy@gtlaw.com
Attorney for Kelly Moffat:
Rob Rutherford
Michael Shklovsky, Esq.
50 Old Courthouse Square, 5" Fl.
Santa Rosa, CA 95404
(707) 545-4910 (main)
(707) 522-8223 (direct)
(707) 544-0260 (fax)
Rrutherford@andersonzeigler.com
MShkloysky@andersonzeigler.com
BY U.S. MAIL: I caused such envelope to be deposited in the mail by placing the
envelope for collection and mailing following our ordinary business practices. I am
readily familiar with this business’ practice for collecting and processing correspondence
for mailing. On the same day that correspondence is placed for collection and mailing, it
is deposited in the ordinary course of business with the United States Postal Service in a
sealed envelope with postage fully prepaid. The name and address of each person/firm to
whom I mailed the documents is listed above.
BY HAND DELIVERY: I caused such envelope to be delivered by hand to the
addressee(s) designated above.
CERTIFICATE OF SERVICE
BY OVERNIGHT COURIER SERVICE: I caused such envelope to be delivered via
overnight courier services to the addressee(s) designated above.
BY FACSIMILE: I caused said document(s) to be transmitted to the facsimile number(s)
of the addressee(s) designated.
BY E-MAIL: I transmitted electronically the listed documents(s) to the e-mail
address(es) of the addressee(s) set forth above,
I declare under penalty of perjury under the laws of the State of California that the
foregoing is true and correct. Executed December 10, 2021, at Santa Rosa, California.
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Cy, ss 27
Trac eeskemeti
CERTIFICATE OF SERVICE
PROOF OF SERVICE
(Code Civ. Proc. §§ 1013(a), 2015.5)
STATE OF CALIFORNIA )
COUNTY OF MONTEREY )
Tam a citizen of the United States and a resident of Monterey County. I am over the age
of 18 years and not a party to the within entitled action; my business address is: 333 Salinas
Street, Post Office Box 2510, Salinas, CA 93902-2510.
On the date below, I served the attached document(s) entitled: REQUEST FOR
JUDICIAL NOTICE IN SUPPORT OF DEFENDANT’S OPPOSITIN TO THE MOTION
TO COMPEL ARBITRATION, on the following named person(s) in said action at:
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Marshall E. Bluestone, Esq. marshall @bfolegal.com
11 BLUESTONE, ZUNINO &
HAMILTON, LLP
Ze 12 1825 4" Street
za
Santa Rosa, CA 95404
gz 13
RES
Z223
Bes Tel. (707) 526-4250
ze 14 Email: marshall@bfolegal.com
sg
15 Lisa C. McCurdy, Esq. mecurdyl @etlaw.com
GREENBERG TRAURIG
16 1840 Century Park East, Suite 1900 Legal Assistant:
Los Angeles, CA 90067-2121 sharifih@atlaw.com
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Tel: (310) 586-6512
18 Email: mecurdyl@stlaw.com |
19 Michael Shklovsky, Esq. mshklovsky@andersonzeigler.com
ANDERSON ZEIGLER
20 A Professional Corporation
50 Old Courthouse Square, 5" Floor
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Santa Rosa, CA 95404
22 Tel.: (707) 545-4910
mshklovsky @andersonzeizler.com
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By court order or by agreement of the parties to accept service by electronic
24 transmission, I caused the document(s) to be sent to the person(s) at the email
address(es) listed above. I did not receive within a reasonable time after the
25 transmission, any electronic message or other indication that the transmission was
unsuccessful. (CCP § 1010.6; Cal. Rules of Court, Rule 2.251).
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by personal service on the above-named person(s) at the above stated address(es).
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30556\000\1780880.1:42723
REQUEST FOR JUDICIAL NOTICE
Sean Duggan v. Lynn Duggan, et al. \ Case No. SCV-268905
by placing said copy(ies) in a sealed envelope(s), postage thereon fully prepaid,
and placed for collection and processing for mailing following the business's
ordinary practice with which I am readily familiar, On the same day
correspondence is placed for collection and mailing, it is deposited in the ordinary
course of business with the United States Postal Service at Salinas, California,
addressed as stated above.
O by causing to be transmitted a true copy thereof to the above-named recipient via
the electronic mail address (parce@nheh.com), and no failure to deliver message
was received.
I declare, under penalty of perjury under the laws of the State of California that the
foregoing is true and correct.
Executed on April 27, 2023, at Salinas, California.
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Patricia
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30556\000\1780880.1:42723
REQUEST FOR JUDICIAL NOTICE
Sean Duggan v. Lynn Duggan, et al. \ Case No. SCV-268905
Preview
Anne Frassetto Olsen, Esq. (State Bar No. 99680) NOLAND, HAMERLY, ETIENNE & HOSS A Professional Corporation 333 Salinas Street Post Office Box 2510 Salinas, California 93902-2510 Telephone: (831) 424-1414 Facsimile: (831) 424-1975 aolsen@nheh.com Attorneys for Defendant LYNN DUGGAN SUPERIOR COURT OF CALIFORNIA, COUNTY OF SONOMA 10 SEAN DUGGAN, an individual, on his Case No. SCV-268905 own behalf and derivatively on behalf of 11 the Duggan Family Limited Partnership, , REQUEST FOR JUDICIAL NOTICE IN SUPPORT OF DEFENDANT’S 12 Plaintiff, OPPOSITION TO THE MOTION TO COMPEL ARBITRATION AND FOR 22 ge g5 13 vs. STAY OF PROCEEDINGS ee 26 14 LYNN DUGGAN, an individual; and Complaint filed: July 27, 2023 DOES 1 through 25, inclusive, 15 Jury Trial Date: July 28, 2023 Defendant. 16 - and— 17 Date: May 10, 2023 THE DUGGAN FAMILY LIMITED Time 3:00 p.m. 18 PARTNERSHIP, a California Limited Dept: 17 Partnership; and KELLY MOFFAT, an 19 individual, 20 Nominal Defendants. 21 22 23 24 25 26 27 28 30556\000\1780880.1:42723 REQUEST FOR JUDICIAL NOTICE Sean Duggan v. Lynn Duggan, et al. \ Case No. SCV-268905 REQUEST FOR JUDICIAL NOTICE Defendant LYNN DUGGAN requests this Court, under Evidence Code § 452(d), to take judicial notice of the following documents: 1 Declaration of Lynn Duggan in support of The Duggan Family Limited Partnership motion for posting of a bond that was filed with this Court on November 29, 2021, a true and correct copy attached hereto as Exhibit A. 2. Declaration of Scott Shapiro of The Poppy Bank in support of The Duggan Family Limited Partnership’s motion for posting of a bond that was filed with this Court on December 10, 2021, a true and correct copy attached hereto as Exhibit B. 10 11 Dated: April 27, 2023 NOLAND, HAMERLY, ETIENNE & HOSS A Professional Corporation 12 <2 13 By /s/ Anne Frassetto Olsen 14 Anne Frassetto Olsen Attorneys for Defendant LYNN DUGGAN 15 16 17 18 19 20 21 22 23 24 25 26 27 28 30556\000\1780880.1:42723 REQUEST FOR JUDICIAL NOTICE Sean Duggan v. Lynn Duggan, et al. \ Case No. SCV-268905 EXHIBIT “A” ELECTRONICALLY FILED Marshall E. Bluestone, tiny. (SBN 151632) Superior Court of California BLUESTONE ZUNINO & HAMILTON, LLP County of Sonoma 50 Old Courthouse Square, Suite 401 11/29/2021 12:05 PM Santa Rosa, CA 95404 Arlene D. Junior, Clerk of the Court 10 Telephone: 707-526. 4250 By: Griselda Zavala, Deputy Clerk VW Facsimile: WO7-526-0347 12 marshall. bvhlegsl.com 13 Atturneys for The Duggan Family Limited Partnership, i a California Limited Partnership 16 17 18 19 SUPERIOR COURT OF THE STATE OF CALIFORNIA 20 | 2 | COUNTY OF SONOMA nn SEAN DUGGAN, an individual, on his own Case No. SCV-268905 behalf and derivatively on hehalf of the | Duggan Family Limited Partnership; DECLARATION OF LYNN DUGGAN IN 25 SUPPORT OF THE DUGGAN FAMILY 26 Plaintitts, | LIMTTED PARTNERSHIP'S MOLION FOR 27 lv. POSTING OF A BOND 30 | LYNN DUGGAN, an individual; and DOES | through 25, inclusive, ri9/16/2203:00pm Defendants, Dept: 7 a 35 -and- 36 | JUNLIMIPEED CIVIL] 37 THE DUGGAN FAMILY LIMITED. 38 PARTNERSHIP, a California Limited ASSIGNED FOR ALT. PURPOSES: Partnership, KELLY MOFFAT, an individual, Judge: ArthurA. Wick 41 Nominal Defendunts. Department: 17 2 poimtai 43 I, Lynn Duggan, declare: 45 46 I Detendant FILE DUGGAN FAMILY LIMITED PAR PNERSHIP (“DPLP™) was formed 47 { 48 by my parents, Barbara Applcgate Duggan and Joseph Duggan. in 1997. [did nol purticipate in any on discussions before the partnership was formed. [am infurmed and believe that they sought independent t legal advice to drafl and execute the partnership agreement. hey transferred real property known as the octepcommatinesn = | Lakeside ShapRing Grav Gros spine Center”) ints DPL.P. My mother had inherited the Shaping 4 | Center from her mother. | | 2.2 ‘The initia! gencral partner were my purents. Barbara Applegate Duggan and Joseph 9 10 | | Duggan, and me, each obtaining a 1% general partner share. ‘fhe limited partners were me, my son, Sean 12 Duggan, (“Sean™), plaintiff herein, and my daughter, Kelly Moffat Kelly), a named defendant. My 13 4 | parents used the DIT P as a means of transferring ownership interests in the Shopping Center through 1s 16 DELP to myself, Seun and Kelly. Over the years. they transferred limited partnership interests to the 1g | three of us until all limited partnership interests had been transferred. Neither T ner Sean nor Kelly ever | | 19 20 contributed a dime to DFLP. Our respective interests cume from pifts trom my parents, 21 29 22 3. Upon my parents’ deaths. | inherited their general partnership interests and became the 23 24 sole general partner of DFLP with a 3% general partner interest. As gencral partner, | received a 25 26 management fee which is currently, and has always been, $2000 per month. 27 28 4. The Shopping Center sits on 4.2 acres located in Santa Rosa. Sonoma County, California. x0 It consists of 44.000 square feet of leased space and currently has 11 tenants. I'he Icased space has been 31 3232 fully leased since September 1, 2010 and has remuined iuily eased through the date of this declaration. 34 Although there were challenges caused oy the Pandemic in 2020, DFLP had a net income in 2020 of 35 36 37 $308,109.00. 38 5 In 2014. | negotiated a Joan from DFLP ir the umount of $510,000.00. Both Kelly and 40 41 Scan hud independent counsel which advised them and negotiated the terms of the joan with my attorney. 42 43 Asaresult. the partnership agreement of DVEP was amended us reflected in Exhibit B to the first 44 45 amended complaint filed herein, As a result, DFLP dorrowed $510,000.00 from First Community Bank 46 417 (now Poppy Bank) secured by # deed of trust on the Shopping Center. J in tum executed a promissory 18 on nots in the same amount to DFLP. A mechanism was set up whereby DFI.P automatically paid the monthly load debt to Poppy Bank and the same payment was deducted from my share of the partner distributions and my management fee. All loan payments were made to Poppy Bank without default. At 5,2 SCV.268905 Declarativn of Lynn Duggan oi | | 6 | the time of this loan, DPEP*s equity was valued in excess of $7,000,000.00. Theretore, the total amount | 1 8 | of debt encumbering the Shopping Center was approximately $510,000.00. 9 10 6. In or about November, 2020, Kelly approached me and requested that [ sell her a 1% |j W 2 general partnership interest of DFE P as a succession tool. In order to assure that such a transfer was not 13 14 | a breach of any of the Poppy Bank Joun documents or purtaership agreements, F sought iepal advice and 15 16 j was assured that there was no contractual or legal impediment. | also informed Scott Shapiro of Poppy — | t 1s Bank of the impending transfer to assure myself that the Bank would not consider such a transfer a 20 | default of the loan agreements and he assured me that the Bank would aot object. { did not receive any | 22 | written objection or notice of default trom Poppy Bunk uller | informed them. f also informed Scan of 23 24 | my plan to transfer Kelly a £% general partner interest. Sean did object and continues to object. 25 26 However, alter | received assurances from my attorney that it was legal to make the transfer | completed 57 28 the transfer. 30 7 31 Duc to the economic issues caused by the COVID 19 pandemic, the tenants of the +533 Shopping Center reyuested and received permission to defer some rent payments. This deferral impacted 34 the income nonnally made by the DELP in 2020. In order to assure financial liquidity, | decided to cease 36 any distributions to the partners of DELP for a period of five months in 2020 until the impact of the 38 39 pandemic coutd be ascertained. The payments to Poppy Bank on the nte continued without defaultas 10 41 ther: was sutficient monthly income to pay all expenses. 42 8 8. Duc to the cessation of partner distributions, DFLP's accountant asked me to reimburse 44 4S the partnership for the payment of the note based upon an estimate of the principal due. I sent him the 46 17 ount requested. | requested that my management fee be applied to the paymen: of the bank loan and that I would personality pay any shortfall. 9. On or about February 24, 2021, hd ‘Turner notificd me that there was an error made on | how die payments were credited into DFLP’s accounts, In order to rectify the problem, he requested thar 7 SCV-2689045 Declaration of Lynn Duggan. % T reimburse the partnership the sum of $5,788.78 which | immediately did. Ed Turner immediately notified all partners of the discrepancy, my subsequent payment and provided a complete accounting. 10 10. Sean protested and argued that | had breached my duty asa general partner and he has iI 12 been harmed and his attorney threatencd to file legal uction against me. Kelly and 1 discussed the option 3 pay off the “4 of paying off the hank loan and she agreed to lend me the money from her personal funds to 15 16 bank note so that DFLP would no longer carry any of this debt and my promissory note to DELP would 7 1 be satisfied. Kelly's loan was finafized on July 21, 202! und the Poppy Bank loan was paid m full and 19 20 the Bank reconveyed the decd of trust encumbering the Shopping Center. | am informed and believed 21 of trust ~»> 22 that Sean’s legal counsef was informod that the loan hud been paid in full and the deed 23 2 reconveyed. On July 21, 2021, | personally emailed Sean and informed him that the note had been paid 25 26 in full. This lawsuit was subsequently filed on July 27, 2021. 27 28 iL Currently the Shopping Center is listed for sale at a price of $11,000.000.00. Currently, 31 the only secured debt is approximately $50,000.00 on its credit Hine. All tenants are paying rent and 33 partnership distributions have recommenced. 34 34 I declare under penalty of perjury under the laws of the State of California that the foregoing is 36 true and correct and that I could competently testify thereto except for these matters stated under 38 information and belief and 1 belicve that they are true and that this dectaration was signed on November PR 2021 in Lahaina, Hawaii 4h 2 8 4 45 46 47 48 cs SCV-268908 Declaration of Lynn Duggan son EXHIBIT “B” ELECTRONICALLY FILED Superior Court of California Marshall E. Bluestone, Esq. (SBN 151632) County of Sonoma BLUESTONE ZUNINO & HAMILTON, LLP 12/10/2021 10:10 AM 50 Old Courthouse Square, Suite 401 Arlene D. Junior, Clerk of the Court Santa Rosa, CA 95404 By: Griselda Zavala, Deputy Clerk Telephone: 707-526-4250 Facsimile: 707-526-0347 marshall@bzhlegal.com Attorneys for The Duggan Family Limited Partnership, a California Limited Partnership SUPERIOR COURT, SONOMA COUNTY, CALIFORNIA Case No. SCV-268905 10 SEAN DUGGAN, an individual, on his own behalf and derivatively on DECLARATION OF SCOTT SHAPIRO 11 behalf of the Duggan Family OF THE POPPY BANK IN SUPPORT OF Limited Partnership; THE DUGGAN FAMILY LIMITED 12 PARTNERSHIP’S MOTION FOR Plaintiff, POSTING OF A BOND 13 vs. 14 LYNN DUGGAN, an individual; (UNLIMITED CIVIL] and DOES | through 25, inclusive, 15 Jury Trial Demanded Defendants, 16 ASSIGNED FOR ALL PURPOSES: 17 - and — Judge: Arthur A. Wick 18 THE DUGGAN FAMILY LIMITED Department: 17 PARTNERSHIP, a California 19 Limited Partnership; and KELLY Date: SAG MOFFAT, an individual, Time: 3:00 pm. 20 Dept: 17 Nominal Defendants, 21 22 I, Scott Shapiro, declare the following: 23 1 I am a Vice President - Commercial Loan Officer at Poppy Bank, formerly known 24 as the First Community Bank (“the Bank”). I have personal knowledge of the matters 25 contained in this declaration and, if called as a witness to testify, I could and would competently 26 testify to them. My personal knowledge is based on participation in the events described below 27 and my review of documents related to same. 28 SC¥-268905: Declaration of S. Shaperio 2. In 2014, Lynn Duggan, the General Partner of the Duggan Family Limited Partnership’s (“Partnership”), negotiated a loan with the Bank in the amount of $510,000 (“the Loan”) which was secured by a deed of trust on the property commonly known as the Lakeside Shopping Center on Summerfield Road in Santa Rosa, California (“the Property”). 3 In approximately December 2020, I was informed by Lynn Duggan that Kelly Moffat, a Limited Partner of the Partnership was interested in purchasing from Mr. Duggan his 1% General Partner interest in the Partnership using her personal funds. The Bank did not object to this transaction. 4. In July 2021, the Partnership paid off the Loan in full and the Bank reconveyed 10 the deed of trust encumbering the Property. 11 5 Since the inception of the Loan and until it was paid off by the Partnership, all 12 payments on the Loan were made to the Bank without default. 13 14 I declare under penalty of perjury under the laws of the State of California that the 15 foregoing is true and correct. 16 17 Executed on November _¢1_, 2021 at Srqst dts, California. 18 19 . 20 "Scott Shapiro 5 21 22 24 25 26 27 28 SCV-268905: Declaration of S. Shaverio CERTIFICATE OF SERVICE 1am employed in Sonoma County, California. | am over the age of 18 years and not a party to the within action. My business address is 50 Old Courthouse Square, Suite 401, Santa Rosa, CA 95404. On December 10, 2021, I served the following document(s): DECLARATION OF SCOTT SHAPIRO OF THE POPPY BANK IN SUPPORT OF THE DUGGAN FAMILY LIMITED PARTNERSHIP’S MOTION FOR POSTING OF A BOND by placing a true copy thereof enclosed is a sealed envelope and/or served in the manner described below and addressed to: Attorney for Plaintiff Sean Duggan: Attorney for Lynn Duggan: Lisa C. McCurdy, Esq. Anne Frassetto Olsen NOLAND, HAMERLY, ETIENNE & Joy Chen, Esq. HOSS Greenberg Traurig A Professional Corporation 1840 Century Park East, Suite 1900 333 Salinas Street Los Angeles, CA 90067-2121 P.O. Box 2510 Tel: 310-586-6512 Salinas, CA 93902 (831) 424-1414 ext. 210 Fax: 310-586-7800 (831) 424-1975 (fax) mecurdyl@gtlaw.com aolsen(@nheh.com chenjoy@gtlaw.com Attorney for Kelly Moffat: Rob Rutherford Michael Shklovsky, Esq. 50 Old Courthouse Square, 5" Fl. Santa Rosa, CA 95404 (707) 545-4910 (main) (707) 522-8223 (direct) (707) 544-0260 (fax) Rrutherford@andersonzeigler.com MShkloysky@andersonzeigler.com BY U.S. MAIL: I caused such envelope to be deposited in the mail by placing the envelope for collection and mailing following our ordinary business practices. I am readily familiar with this business’ practice for collecting and processing correspondence for mailing. On the same day that correspondence is placed for collection and mailing, it is deposited in the ordinary course of business with the United States Postal Service in a sealed envelope with postage fully prepaid. The name and address of each person/firm to whom I mailed the documents is listed above. BY HAND DELIVERY: I caused such envelope to be delivered by hand to the addressee(s) designated above. CERTIFICATE OF SERVICE BY OVERNIGHT COURIER SERVICE: I caused such envelope to be delivered via overnight courier services to the addressee(s) designated above. BY FACSIMILE: I caused said document(s) to be transmitted to the facsimile number(s) of the addressee(s) designated. BY E-MAIL: I transmitted electronically the listed documents(s) to the e-mail address(es) of the addressee(s) set forth above, I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Executed December 10, 2021, at Santa Rosa, California. SL Cy, ss 27 Trac eeskemeti CERTIFICATE OF SERVICE PROOF OF SERVICE (Code Civ. Proc. §§ 1013(a), 2015.5) STATE OF CALIFORNIA ) COUNTY OF MONTEREY ) Tam a citizen of the United States and a resident of Monterey County. I am over the age of 18 years and not a party to the within entitled action; my business address is: 333 Salinas Street, Post Office Box 2510, Salinas, CA 93902-2510. On the date below, I served the attached document(s) entitled: REQUEST FOR JUDICIAL NOTICE IN SUPPORT OF DEFENDANT’S OPPOSITIN TO THE MOTION TO COMPEL ARBITRATION, on the following named person(s) in said action at: 10 Marshall E. Bluestone, Esq. marshall @bfolegal.com 11 BLUESTONE, ZUNINO & HAMILTON, LLP Ze 12 1825 4" Street za Santa Rosa, CA 95404 gz 13 RES Z223 Bes Tel. (707) 526-4250 ze 14 Email: marshall@bfolegal.com sg 15 Lisa C. McCurdy, Esq. mecurdyl @etlaw.com GREENBERG TRAURIG 16 1840 Century Park East, Suite 1900 Legal Assistant: Los Angeles, CA 90067-2121 sharifih@atlaw.com 17 Tel: (310) 586-6512 18 Email: mecurdyl@stlaw.com | 19 Michael Shklovsky, Esq. mshklovsky@andersonzeigler.com ANDERSON ZEIGLER 20 A Professional Corporation 50 Old Courthouse Square, 5" Floor 21 Santa Rosa, CA 95404 22 Tel.: (707) 545-4910 mshklovsky @andersonzeizler.com 23 By court order or by agreement of the parties to accept service by electronic 24 transmission, I caused the document(s) to be sent to the person(s) at the email address(es) listed above. I did not receive within a reasonable time after the 25 transmission, any electronic message or other indication that the transmission was unsuccessful. (CCP § 1010.6; Cal. Rules of Court, Rule 2.251). 26 by personal service on the above-named person(s) at the above stated address(es). 27 28 30556\000\1780880.1:42723 REQUEST FOR JUDICIAL NOTICE Sean Duggan v. Lynn Duggan, et al. \ Case No. SCV-268905 by placing said copy(ies) in a sealed envelope(s), postage thereon fully prepaid, and placed for collection and processing for mailing following the business's ordinary practice with which I am readily familiar, On the same day correspondence is placed for collection and mailing, it is deposited in the ordinary course of business with the United States Postal Service at Salinas, California, addressed as stated above. O by causing to be transmitted a true copy thereof to the above-named recipient via the electronic mail address (parce@nheh.com), and no failure to deliver message was received. I declare, under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Executed on April 27, 2023, at Salinas, California. 10 11 \ A & Ae. Patricia 12 <2 22 B85 13 B32 26 =f 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 30556\000\1780880.1:42723 REQUEST FOR JUDICIAL NOTICE Sean Duggan v. Lynn Duggan, et al. \ Case No. SCV-268905