On February 22, 2021 a
Motion-Secondary
was filed
involving a dispute between
Amiralai, Reza,
Bakhtiar, Crystal,
Jaramillo, Maryam,
and
for Probate of Will and for Letters Testamentary
in the District Court of San Bernardino County.
Preview
Lindsey F. Munyer, SBN 273075
lindsey@keystone-law.com
Roee Kaufman, SBN 293609
SUPE
F I L ED
0F CAL‘FORNA
roee@keyst0ne-law.com ()tmgf} gsoumh
SABN
GSA” BERNARDINfiO
Ashley N. Blaser, SBN 309679 65%??CT
©00\]O\Ul->UJN‘—‘
ashley@keystone--law corn
KEYSTONE LAW GROUP, P. C. FEB 2 4 2023
l 1300 W. Olympic Boulevard, Suite 910
Los Angeles, California 90064
Tel; 310.444.9060 BY
BR!
T3121”
Fax: 310.444.9092 NEYSPEARS DEPUTY
Attorneys for Petitioner,
Maryam Jaramillo and Reza Amiralai, C0-
Executors
IN THE SUPERIOR COURT OF THE STATE OF CALIFORNIA
COUNTY OF SAN BERNARDINO, PROBATE DIVISION
In re the Estate 0f: Case No. PROP82100167
SAMAN BAKHTIAR CO—EXECUTORS RESPONSE TO
OPPOSITION TO PETITION TO APPROVE
TERMS OF SETTLEMENT AGREEMENT
FILED BY JOHNETTE HICKMAN
Date: March 1, 2023
NNNNNNNNNt—t—v—HHw—Ip—y—ap—a Time: 1:30 p.m.
Dept: S35
Judge: Hon. Douglass Mann
WNCNUI$WNHO©WNQM¥WNHO
Petitioners, Maryam Jaramillo and Reza Amiralai (“Executors”), as Co-Executors of the Estate of
Saman Bakhtiar (the “Estate”), hereby present their Response to Opposition t0 Petition t0 Approve
Terms of Settlement Agreement Filed by Johnette Hickman (the “Opposition”) as follows:
I. INTRODUCTION
1. Purpose of Petition. The instant Petition filed by the Executors seeks Court approval of a
settlement agreement (the “Agreement”) executed by and between the Estate, 0n the one hand, and
Alejandra Font (“Alejandra”), Decedent’s friend and business partner, on the other hand. The Agreement
Case No. PROP82100167 1
CO-EXECUTORS RESPONSE TO OPPOSITION TO PETITION TO APPROVE TERMS OF
SETTLEIVIENT AGREEIVIENT FILED BY JOHNETTE HICKMAN
effectuates a buy-out by Alejandra of the 50% interest owned by Decedent in several co-owned closely
held entities, including and especially Camp Bootcamp, Inc. (“Camp Bootcamp”), Myo Sport Fitness,
#UJN
LLC (“Myo Sport”), and Camp Franchise Systems, LLC (“CFS”)1 (the entities subject to the Agreement
shall be referred to collectively herein as the “Entities”). The Agreement is the product 0f extensive
negotiations between litigation and transactional business and tax counsel for both the Estate and
Alejandra that took place over the course of a year at great expense to the Estate and Alejandra.
2. The Agreement calls for the sum of $9 million, plus accrued interest, funded through a
\Dmflmm
keyman insurance policy owned by Alejandra, t0 be used t0 fund the purchase of the Decedent’s 50%
interest in the Entities, in accordance with Buy/Sell agreements executed by Decedent and Alejandra
10 during Decedent’s lifetime. The purchase price for the Decedent’s share in the Entities is imminently
11 reasonable when compared t0 the date of death values 0f the Entities as determined by the Court’s
12 appointed probate referee, which are approximately $2 million less than the purchase price in aggregate,
13 and the expert opinion of Ron Anfuso, CPA/ABV, a Court—appointed Evidence Code Section 730 expert
14 in Hickman v. Bakhtz'ar, Riverside Superior Court Case No. RIDl 102603 (the “Divorce Action”).
15 3. By way of the Agreement and the instant Petition, Petitioners are simply trying to
16 convert Decedent’s illiquid business interests t0 cash and have no interest in prejudicing the rights
17 of Decedent’s ex-spouse, Johnette Hickman (“Johnette”), to raise any arguments she wishes to raise
18 regarding characterization of the sales proceeds in the Divorce Action. To allay any concerns Johnette
19 may have, Petitioners have stated that they are willing to expressly stipulate that 50% of the sales proceeds
20 from the Entities are placed into a blocked account pending further Court order (to protect Johnette’s
21 alleged community property interest) and stipulate that all of the Parties’ rights to challenge
22 characterization 0f the proceeds or reallocation of the proceeds in the Divorce Action are expressly
23 reserved. This stipulation directly addresses and resolves Johnette’s argument that the Buy/Sell
24 Agreement related only t0 Camp Bootcamp (Which Petitioners and Alejandra dispute) because, assuming
25 she is correct, she would be entitled to 50% of the proceeds from the Buy/Sell—the amount which would
26 be blocked.
27
1
was the other 50% Member and/or Shareholder in each 0f the entities.
Alejandra, individually or in trust,
28
Case No. PROPS2100167 2
CO-EXECUTORS RESPONSE TO OPPOSITION TO PETITION TO APPROVE TERMS OF
SETTLEMENT AGREEMENT FILED BY JOHNETTE HICKMAN
Document Filed Date
February 24, 2023
Case Filing Date
February 22, 2021
Category
Probate of Will and for Letters Testamentary
Status
Under Court Supervision
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Preview
Lindsey F. Munyer, SBN 273075 lindsey@keystone-law.com Roee Kaufman, SBN 293609 SUPE F I L ED 0F CAL‘FORNA roee@keyst0ne-law.com ()tmgf} gsoumh SABN GSA” BERNARDINfiO Ashley N. Blaser, SBN 309679 65%??CT ©00\]O\Ul->UJN‘—‘ ashley@keystone--law corn KEYSTONE LAW GROUP, P. C. FEB 2 4 2023 l 1300 W. Olympic Boulevard, Suite 910 Los Angeles, California 90064 Tel; 310.444.9060 BY BR! T3121” Fax: 310.444.9092 NEYSPEARS DEPUTY Attorneys for Petitioner, Maryam Jaramillo and Reza Amiralai, C0- Executors IN THE SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF SAN BERNARDINO, PROBATE DIVISION In re the Estate 0f: Case No. PROP82100167 SAMAN BAKHTIAR CO—EXECUTORS RESPONSE TO OPPOSITION TO PETITION TO APPROVE TERMS OF SETTLEMENT AGREEMENT FILED BY JOHNETTE HICKMAN Date: March 1, 2023 NNNNNNNNNt—t—v—HHw—Ip—y—ap—a Time: 1:30 p.m. Dept: S35 Judge: Hon. Douglass Mann WNCNUI$WNHO©WNQM¥WNHO Petitioners, Maryam Jaramillo and Reza Amiralai (“Executors”), as Co-Executors of the Estate of Saman Bakhtiar (the “Estate”), hereby present their Response to Opposition t0 Petition t0 Approve Terms of Settlement Agreement Filed by Johnette Hickman (the “Opposition”) as follows: I. INTRODUCTION 1. Purpose of Petition. The instant Petition filed by the Executors seeks Court approval of a settlement agreement (the “Agreement”) executed by and between the Estate, 0n the one hand, and Alejandra Font (“Alejandra”), Decedent’s friend and business partner, on the other hand. The Agreement Case No. PROP82100167 1 CO-EXECUTORS RESPONSE TO OPPOSITION TO PETITION TO APPROVE TERMS OF SETTLEIVIENT AGREEIVIENT FILED BY JOHNETTE HICKMAN effectuates a buy-out by Alejandra of the 50% interest owned by Decedent in several co-owned closely held entities, including and especially Camp Bootcamp, Inc. (“Camp Bootcamp”), Myo Sport Fitness, #UJN LLC (“Myo Sport”), and Camp Franchise Systems, LLC (“CFS”)1 (the entities subject to the Agreement shall be referred to collectively herein as the “Entities”). The Agreement is the product 0f extensive negotiations between litigation and transactional business and tax counsel for both the Estate and Alejandra that took place over the course of a year at great expense to the Estate and Alejandra. 2. The Agreement calls for the sum of $9 million, plus accrued interest, funded through a \Dmflmm keyman insurance policy owned by Alejandra, t0 be used t0 fund the purchase of the Decedent’s 50% interest in the Entities, in accordance with Buy/Sell agreements executed by Decedent and Alejandra 10 during Decedent’s lifetime. The purchase price for the Decedent’s share in the Entities is imminently 11 reasonable when compared t0 the date of death values 0f the Entities as determined by the Court’s 12 appointed probate referee, which are approximately $2 million less than the purchase price in aggregate, 13 and the expert opinion of Ron Anfuso, CPA/ABV, a Court—appointed Evidence Code Section 730 expert 14 in Hickman v. Bakhtz'ar, Riverside Superior Court Case No. RIDl 102603 (the “Divorce Action”). 15 3. By way of the Agreement and the instant Petition, Petitioners are simply trying to 16 convert Decedent’s illiquid business interests t0 cash and have no interest in prejudicing the rights 17 of Decedent’s ex-spouse, Johnette Hickman (“Johnette”), to raise any arguments she wishes to raise 18 regarding characterization of the sales proceeds in the Divorce Action. To allay any concerns Johnette 19 may have, Petitioners have stated that they are willing to expressly stipulate that 50% of the sales proceeds 20 from the Entities are placed into a blocked account pending further Court order (to protect Johnette’s 21 alleged community property interest) and stipulate that all of the Parties’ rights to challenge 22 characterization 0f the proceeds or reallocation of the proceeds in the Divorce Action are expressly 23 reserved. This stipulation directly addresses and resolves Johnette’s argument that the Buy/Sell 24 Agreement related only t0 Camp Bootcamp (Which Petitioners and Alejandra dispute) because, assuming 25 she is correct, she would be entitled to 50% of the proceeds from the Buy/Sell—the amount which would 26 be blocked. 27 1 was the other 50% Member and/or Shareholder in each 0f the entities. Alejandra, individually or in trust, 28 Case No. PROPS2100167 2 CO-EXECUTORS RESPONSE TO OPPOSITION TO PETITION TO APPROVE TERMS OF SETTLEMENT AGREEMENT FILED BY JOHNETTE HICKMAN