Preview
Anne Frassetto Olsen (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, DEFENDANT LYNN DUGGAN’S
VERIFIED ANSWER TO THE VERIFIED
12 Plaintiff, SECOND AMENDED COMPLAINT
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14 LYNN DUGGAN, an individual; KELLY
MOFFAT, an individual, and DOES 1
15 through 25, inclusive,
16 Defendants,
17 -and -
18 THE DUGGAN FAMILY LIMITED
PARTNERSHIP, a California Limited
19 Partnership,
20 Nominal Defendant.
21
22 Defendant LYNN DUGGAN (“L. DUGGAN” or “Defendant”), answers the Verified
23 Second Amended Complaint (“SAC”) on file as follows:
24 1 As to Paragraph | of the SAC, Defendant admits that he and Kelly Moffat
25 (“Kelly”) are limited and general partners of the Duggan Family Limited Partnership
26 (“Partnership”) but denies the remaining allegations of this paragraph.
27 2 As to of Paragraph 2 of the SAC, Defendant denies that the only way to pay back
28 the Partnerships loan was for the Partnership to repay the bank, and admits the remaining
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DEF. LYNN DUGGAN’S VERIFIED ANSWER TO THE VERIFIED SECOND AMENDED COMPLAINT
Sean Duggan v. Lynn Duggan, et al. \ Case No. SCV-268905
allegations of this paragraph.
3 Defendant denies the allegations of Paragraph 3 of the SAC.
4 As to Paragraph 4 of the SAC, Defendant admits that Kelly purchased a portion of
his General Partner (““G.P.”) interest, but denies the remaining allegations of this paragraph.
5 Defendant denies the allegations of Paragraph 5 of the SAC.
6. As to Paragraph 6 of the SAC, Defendant admits that he informed Plaintiff of his
intention to sell a G.P. percentage point to Kelly; that Plaintiff objected; that Defendant
temporarily rescinded the sale and then in May 2021, the Partnership’s attorney notified Plaintiff
that he revived the transaction with Kelly, and that Plaintiff objected; but otherwise denies the
10 remaining allegations of this paragraph.
11 7 As to Paragraph 7 of the SAC, Defendant admits that on July 21, 2021, he
12 informed Plaintiff that the mortgage on Lakeside Shopping Center had been paid in full as of July
13 21, 2021; that the repayment funds came entirely from private funding; that no Partnership assets
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15 Partnership Agreement was rendered moot and denies the remaining allegations of this paragraph.
16 8 As to Paragraph 8 of the SAC, Defendant denies the first sentence of this
17 paragraph and lacks sufficient information and belief as to the remaining allegations and based
18 upon such lack of information and belief, denies the remaining allegations.
19 9. As to Paragraph 9 of the SAC, Defendant admits that Kelly wired the payoff funds
20 to Poppy Bank per Scott Shapiro of Poppy Bank’s instructions; admits that Defendant agreed to
21 pay her back with proceeds from sale of Partnership Property if distributed pursuant to the terms
22 of the Partnership Agreement, the sale of his own home, or by July 21, 2026; but denies the
23 remaining allegations of this paragraph.
24 10. Defendant denies the allegations of Paragraph 10 of the SAC.
25 1h. Defendant admits the allegations of Paragraph 11 of the SAC.
26 12. Defendant admits the allegations of the first sentence of Paragraph 12 of the SAC
27 and admits that he sold a 1.0% G.P. interest to Kelly and that he holds a 2% G.P. interest and a
28 32.333334% limited partner (“L.P.”) interest but denies the remaining allegations of this
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DEF. LYNN DUGGAN’S VERIFIED ANSWER TO THE VERIFIED SECOND AMENDED COMPLAINT
Sean Duggan v. Lynn Duggan, et al. \ Case No. SCV-268905
paragraph and footnote 1.
13. Defendant admits the allegations contained in the first sentence of Paragraph 13 of
the SAC and admits that Kelly is a Limited Partner holding a one-third L.P. interest and a 1.0%
GP. interest, and denies the remaining allegations of this paragraph.
14, Defendant admits the allegations of Paragraph 14 of the SAC.
15. The allegations in Paragraph 15 of the SAC do not require a legal response. To the
extent Paragraph 15 of the SAC requires a response, Defendant lacks sufficient information and
belief in which to admit or deny the allegations contained in Paragraph 15 of the SAC, and based
thereon denies said allegations.
10 16. Defendant admits the allegations of Paragraph 16 of the SAC.
11 17 Defendant admits the allegations of Paragraph 17 of the SAC.
12 18. Defendant admits the allegations of Paragraph 18 of the SAC
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g< 14 20. Defendant admits the allegations of Paragraph 20 of the SAC except to the
15 description of the Partnership Property, which is incorrect, and admits the allegations contained in
16 footnote 2 of the SAC.
17 21. Defendant admits the allegations of Paragraph 21 of the SAC.
18 22. As to Paragraph 22 of the SAC, Defendant admits that Exhibit A to the
19 Amendment was a true and correct copy of the Bank Note which was to be signed by the
20 Partnership, but otherwise denies the remaining allegations of this paragraph.
21 23. As to Paragraph 23 of the SAC, Defendant admits that Exhibit A to the
22 Amendment is a true and correct copy of the note to be signed by the Partnership, but otherwise
23 denies the remaining allegations of this paragraph.
24 24, As to Paragraph 24 of the SAC, Defendant admits that the Partners approved a
25 loan by the Partnership to Defendant in the principal sum of $510,000.00; that Defendant paid the
26 attorney’s fees incurred by Plaintiff and Kelly in negotiating the Amendment; and that Exhibit B
27 to the Amendment was a true and correct copy of the note which Defendant signed; but otherwise
28 denies the remaining allegations of this paragraph.
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DEF. LYNN DUGGAN’S VERIFIED ANSWER TO THE VERIFIED SECOND AMENDED COMPLAINT
Sean Duggan v. Lynn Duggan, et al. \ Case No. SCV-268905
25. As to Paragraph 25 of the SAC, Defendant admits that Exhibit B to the SAC is a
true and correct copy of the First Amendment, but otherwise denies the remaining allegations of
this paragraph and footnote 3.
26. As to Paragraph 26 of the SAC, Defendant admits that a true and correct copy of
the G.P. Note signed by Defendant is attached to the Amendment as Exhibit B, but otherwise
denies the remaining allegations of this paragraph.
27. As to Paragraph 27 of the SAC, Defendant admits that a true and correct copy of
the Amendment is attached to the SAC as Exhibit B, but otherwise denies the remaining
allegations of this paragraph.
10 28. As to Paragraph 28 of the SAC, Defendant admits that a true and correct copy of
1 the Amendment is attached to the SAC as Exhibit B, but otherwise denies the remaining
12 allegations of this paragraph.
13 29. Defendant denies the allegations of Paragraph 29 of the SAC.
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14 30. As to Paragraph 30 of the SAC, Defendant admits informing Plaintiff and Kelly
15 that due to the economic impact of the COVID Pandemic regular distributions to the Partners
16 would be halted and sporadic distributions occurred thereafter, but otherwise denies the remaining
17 allegations of this paragraph.
18 31. As to Paragraph 31 of the SAC, Defendant admits that he informed Kelly and Sean
19 that Defendant would be crediting his management fee of $2,000 and paying the remaining
20 $921.38 by personal check to the Partnership when the regular distributions to the partners
21 ceased, but otherwise denies the remaining allegations of this paragraph.
22 32. As to Paragraph 32 of the SAC, Defendant admits that on January 8, 2021, he
23 informed Plaintiff that he had agreed to sell a 1.0% G.P. interest to Kelly for estate planning
24 purposes and sent Plaintiff a fully executed copy of the Agreement of Purchase and Sale of
25 General Partner Interest which states that payment of $125,000.00 will be made on January 15,
26 2021, but otherwise denies the remaining allegations of this paragraph.
27 33. As to Paragraph 33 of the SAC, Defendant admits that on January 15, 2021,
28 Plaintiff objected to the January 2021 PSA and sent a written Notice of Default to Defendant and
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DEF. LYNN DUGGAN’S VERIFIED ANSWER TO THE VERIFIED SECOND AMENDED COMPLAINT
Sean Duggan v. Lynn Duggan, et al. \ Case No. SCV-268905
Kelly, but otherwise denies the remaining allegations of this paragraph.
34, As to Paragraph 34 of the SAC, Defendant admits that counsel sent a letter to
Plaintiff dated January 21, 2021, a true and correct copy of which is attached hereto as Exhibit A
and incorporated herein by reference, but otherwise denies the remaining allegations of this
paragraph.
35. As to Paragraph 35 of the SAC, Defendant admits that Plaintiff's counsel sent a
letter dated January 29, 2021, a true and correct copy of which is attached hereto as Exhibit B and
incorporated herein by reference, but otherwise denies the remaining allegations of this paragraph
and footnote 4.
10 36. As to Paragraph 36 of the SAC, Defendant admits that Plaintiff's counsel sent a
11 letter dated January 29, 2021, a true and correct copy of which is attached hereto as Exhibit B and
12 incorporated herein by reference, but otherwise denies the remaining allegations of this
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14 37. As to Paragraph 37 of the SAC, Defendant admits that on January 30, 2021, his
15 counsel informed Plaintiff's counsel that Defendant and Kelly agreed to temporarily rescind the
16 sale of the 1% interest, but otherwise denies the remaining allegations of this paragraph.
17 38. As to Paragraph 38 of the SAC, Defendant admits that on January 27, 2021,
18 Plaintiff requested copies of documents relating to the Bank Loan and G.P. Loan including
19 Exhibits C and D from the legal counsel for the Partnership, but otherwise denies the remaining
20 allegations of this paragraph.
21 39, As to Paragraph 39 of the SAC, Defendant admits that Plaintiff's counsel sent a
22 notice of default on April 5, 2021, and lacks sufficient information and belief in which to admit or
23 deny the remaining allegations and based thereon denies the remaining allegations of this
24 paragraph.
25 40. Defendant denies the allegations in Paragraph 40 of the SAC and footnote 5.
26 41. As to Paragraph 41 of the SAC, Defendant admits that he paid the G.P. Note by
27 crediting his $2,000 monthly management fee toward the payment of the note and paying the
28 Partnership $921.38 with a personal check, but otherwise denies the remaining allegations of this
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DEF. LYNN DUGGAN’S VERIFIED ANSWER TO THE VERIFIED SECOND AMENDED COMPLAINT
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paragraph.
42. Defendant denies the allegations in Paragraph 42 of the SAC.
43. As to Paragraph 43 of the SAC, Defendant admits that Plaintiff's counsel emailed
the Partnership’s counsel on April 23, 2021, and demanded “two immediate actions on Sean
Duggan’s behalf: (1) As Sean has not revoked, rescinded or approved modification of the
automatic payment of the GP loan from limited partnership net income, ratable distributions to all
Limited Partners pursuant to the partnership agreement; and (2) written confirmation that the
proposed transfer and sale of a 1% GP interest from Lynn Duggan to Kelly Moffat was and
remains, rescinded, and that no further such actions have been taken or attempted by the GP,” but
10 otherwise denies the remaining allegations of this paragraph.
11 44 As to Paragraph 44 of the SAC, Defendant admits that the Partnership’s counsel
12 wrote a letter to Plaintiff's counsel dated April 29, 2021, a true and correct copy of which is
13 attached hereto as Exhibit C and incorporated herein by reference, but otherwise denies the
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15 45. As to Paragraph 45 of the SAC, Defendant admits that the Partnership’s counsel
16 wrote a letter to Plaintiff's counsel dated April 29, 2021, a true and correct copy of which is
17 attached hereto as Exhibit C and incorporated herein by reference, and admits that he and Kelly
18 executed the May 2021 PSA with a purchase price for the 1% G.P. interest of $125,000.00
19 payable in cash, but otherwise denies the remaining allegations of this paragraph.
20 46. As to Paragraph 46 of the SAC, Defendant admits that on May 27, 2021,
21 Plaintiff's counsel notified the Partnership’s counsel of her opinion that the May 2021 PSA
22 materially altered the terms of the Amendment and was a breach of the Amendment and therefore
23 a default of the Bank Note and the G.P. Note, but otherwise denies the remaining allegations of
24 this paragraph.
25 47. As to Paragraph 47 of the SAC, Defendant lacks sufficient information and belief
26 in which to respond to the allegations contained in this paragraph and based thereon denies the
27 allegations in this paragraph.
28 48. As to Paragraph 48 of the SAC, Defendant admits that he sold 1% of his G.P.
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DEF. LYNN DUGGAN’S VERIFIED ANSWER TO THE VERIFIED SECOND AMENDED COMPLAINT
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interest to Kelly, but otherwise denies the remaining allegations of this paragraph.
49. As to Paragraph 49 of the SAC, Defendant admits that Exhibit A to the SAC is a
true and correct copy of the Partnership Agreement, but otherwise denies the remaining
allegations of this paragraph.
50. Defendant denies the allegations contained in Paragraph 50 of the SAC.
51. Defendant denies the allegations contained in Paragraph 51 of the SAC.
52. As to the allegations of Paragraph 52 of the SAC, Defendant admits that Kelly
refinanced her family home in order to lend Defendant the funds to pay off the G.P. Note, but
otherwise denies the remaining allegations of this paragraph.
10 53. As to the allegations of Paragraph 53 of the SAC, Defendant admits that the term
11 of the Moffat Loan is the earlier of the sale of the Partnership Property and distribution pursuant
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15 55. As to the allegations of Paragraph 55 of the SAC, Defendant admits that pages 78
16 through 95 of Exhibit C to the SAC are true and correct copies of the loan documents between
17 Kelly and Defendant, but otherwise denies the remaining allegations of this paragraph.
18 56. The allegations in Paragraph 56 of the SAC do not require a legal response. To the
19 extent Paragraph 56 of the SAC requires a response, Defendant responds to Paragraph 56 of the
20 SAC by realleging and incorporating herein by reference Paragraphs 1 through 55 of this Answer.
21 57. Defendant admits the allegations contained in Paragraph 57 of the SAC.
22 58 Defendant denies the allegations contained in Paragraph 58 of the SAC.
23 59 Defendant admits the allegations contained in Paragraph 59 of the SAC.
24 60. The allegations in Paragraph 60 of the SAC do not require a legal response. To the
25 extent Paragraph 60 of the SAC requires a response, Defendant admits that Plaintiff has made
26 contentions which are incorrect, but otherwise denies the allegations in this paragraph.
27 61. Defendant admits the allegations contained in Paragraph 61 of the SAC.
28 62. As to the allegations contained in Paragraph 62 of the SAC, Defendant admits that
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DEF. LYNN DUGGAN’S VERIFIED ANSWER TO THE VERIFIED SECOND AMENDED COMPLAINT
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a true and correct copy of the Amendment is attached as Exhibit B to the SAC, but otherwise
denies the remaining allegations of this paragraph.
63. The allegations in Paragraph 63 of the SAC do not require a legal response. To the
extent Paragraph 63 of the SAC requires a response, Defendant admits that Plaintiff has requested
a judicial determination of the parties’ rights and obligations, but otherwise denies the remaining
allegations of this paragraph.
64. The allegations in Paragraph 64 of the SAC do not require a legal response. To the
extent Paragraph 64 of the SAC requires a response, Defendant admits that Plaintiff is seeking a
judicial declaration, but otherwise denies the remaining allegations of this paragraph.
10 65. The allegations in Paragraph 65 of the SAC do not require a legal response. To the
11 extent Paragraph 65 of the SAC requires a response, Defendant denies the allegations contained
12 in Paragraph 65 of the SAC.
ag 13 66. The allegations in Paragraph 66 of the SAC do not require a legal response. To the
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14 extent Paragraph 66 of the SAC requires a response, Defendant responds to Paragraph 66 of the
1S SAC by realleging and incorporating herein by reference Paragraphs | through 65 of this Answer.
16 67. As to the allegations contained in Paragraph 67 of the SAC, Defendant admits that
17 he has in his possession or control the Partnership books and accounts, but otherwise denies the
18 remaining allegations of this paragraph.
19 68. The allegations in Paragraph 68 of the SAC do not require a legal response. To the
20 extent Paragraph 68 of the SAC requires a response, Defendant responds to Paragraph 68 of the
21 SAC by realleging and incorporating herein by reference Paragraphs | through 67 of this Answer.
22 69. Defendant admits the allegations contained in Paragraph 69 of the SAC.
23 70. Defendant denies the allegations contained in Paragraph 70 of the SAC.
24 71. As to the allegations contained in Paragraph 71 of the SAC, Defendant admits that
25 a true and correct copy of the Amendment is attached as Exhibit B to the SAC, but otherwise
26 denies the remaining allegations of this paragraph.
27 72. As to the allegations contained in Paragraph 72 of the SAC, Defendant admits that
28 a true and correct copy of the Partnership Agreement is attached as Exhibit A to the SAC, but
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DEF. LYNN DUGGAN’S VERIFIED ANSWER TO THE VERIFIED SECOND AMENDED COMPLAINT
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otherwise denies the remaining allegations of this paragraph.
73. As to the allegations contained in Paragraph 73 of the SAC, Defendant admits that
a true and correct copy of the Amendment is attached as Exhibit B to the SAC and denies the
remaining allegations of this paragraph.
74 Defendant denies the allegations contained in Paragraph 74 of the SAC
75. Defendant denies the allegations contained in Paragraph 75 of the SAC.
76 Defendant denies the allegations contained in Paragraph 76 of the SAC
77 Defendant denies the allegations contained in Paragraph 77 of the SAC
78 Defendant denies the allegations contained in Paragraph 78 of the SAC
10 79 The allegations in Paragraph 79 of the SAC do not require a legal response. To the
11 extent Paragraph 79 of the SAC requires a response, Defendant responds to Paragraph 79 of the
12 SAC by realleging and incorporating herein by reference Paragraphs | through 78 of this Answer.
22
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14 81. Defendant admits the allegations contained in Paragraph 81 of the SAC.
15 82. As to the allegations contained in Paragraph 82 of the SAC, Defendant admits that
16 the Partnership performed on its obligations, but otherwise denies the remaining allegations of
17 this paragraph.
18 83. As to the allegations contained in Paragraph 83 of the SAC, Defendant admits that
19 a true and correct copy of the Amendment is attached as Exhibit B to the SAC, but otherwise
20 denies the remaining allegations of this paragraph.
21 84. As to the allegations contained in Paragraph 84 of the SAC, Defendant admits that
22 a true and correct copy of the Partnership Agreement is attached as Exhibit A to the SAC, but
23 otherwise denies the remaining allegations of this paragraph.
24 85. As to the allegations contained in Paragraph 85 of the SAC, Defendant admits that
25 a true and correct copy of the Amendment is attached as Exhibit B to the SAC, but otherwise
26 denies the remaining allegations of this paragraph.
27 86. As to the allegations contained in Paragraph 86 of the SAC, Defendant admits that
28 a true and correct copy of the Amendment is attached as Exhibit B to the SAC, but otherwise
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DEF. LYNN DUGGAN’S VERIFIED ANSWER TO THE VERIFIED SECOND AMENDED COMPLAIN
Sean Duggan v. Lynn Duggan, et al. Case No. SCV-268905
1 denies the remaining allegations of this paragraph.
87 Defendant denies the allegations contained in Paragraph 87 of the SAC.
88 Defendant denies the allegations contained in Paragraph 88 of the SAC
89 Defendant denies the allegations contained in Paragraph 89 of the SAC
90. Defendant denies the allegations contained in Paragraph 90 of the SAC
91 Defendant denies the allegations contained in Paragraph 91 of the SAC
92. The allegations in Paragraph 92 of the SAC do not require a legal response. To the
extent Paragraph 92 of the SAC requires a response, Defendant responds to Paragraph 92 of the
SAC by realleging and incorporating herein by reference Paragraphs | through 91 of this Answer.
10 93. As to the allegations contained in Paragraph 93 of the SAC, Defendant admits that
11 his duties and obligations as a general partners and limited partner of a limited partnership
12 organized in California are stated in the Uniform Limited Partnership Act of 2008, California
13 Corporations Code Section 15900, et seq., but otherwise denies the remaining allegations of this
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15 94, As to the allegations contained in Paragraph 94 of the SAC, Defendant admits that
16 Kelly’s duties and obligations as a general partner and limited partner of a limited partnership
17 organized in California are stated in the Uniform Limited Partnership Act of 2008, California
18 Corporations Code Section 15900, et seq., but otherwise denies the remaining allegations of this
19 paragraph.
20 95. Defendant denies the allegations contained in Paragraph 95 of the SAC.
21 96. As to the allegations contained in Paragraph 96 of the SAC, Defendant lacks
22 sufficient information and belief in which to respond to these allegations and based thereon
23 denies the allegations contained in this paragraph.
24 97. Defendant denies the allegations contained in Paragraph 97 of the SAC.
25 98. Defendant denies the allegations contained in Paragraph 98 of the SAC.
26 99. Defendant denies the allegations contained in Paragraph 99 of the SAC.
27 100. Defendant denies the allegations contained in Paragraph 100 of the SAC.
28 101. Defendant denies the allegations contained in Paragraph 101 of the SAC.
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DEF. LYNN DUGGAN’S VERIFIED ANSWER TO THE VERIFIED SECOND AMENDED COMPLAINT
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102. Defendant denies the allegations contained in Paragraph 102 of the SAC.
103. The allegations in Paragraph 103 of the SAC do not require a legal response. To
the extent Paragraph 103 of the SAC requires a response, Defendant responds to Paragraph 103 of
the SAC by realleging and incorporating herein by reference Paragraphs | through 102 of this
Answer.
104, As to the allegations contained in Paragraph 104 of the SAC, Defendant admits
that his duties and obligations as a general partner and limited partner of a limited partnership
organized in California are stated in the Uniform Limited Partnership Act of 2008, California
Corporations Code Section 15900, ef seq., but otherwise denies the remaining allegations of this
10 paragraph.
ll 105. As to the allegations contained in Paragraph 105 of the SAC, Defendant admits
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12 that Kelly’s duties and obligations as a general partner and limited partner of a limited partnership
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15 paragraph.
16 106. Defendant denies the allegations contained in Paragraph 106 of the SAC.
17 107. As to the allegations contained in Paragraph 107 of the SAC, Defendant lacks
18 sufficient information and belief in which to respond to these allegations and based thereon
19 denies the allegations contained in this paragraph.
20 108. Defendant denies the allegations contained in Paragraph 108 of the SAC
21 109. Defendant denies the allegations contained in Paragraph 109 of the SAC.
22 110. Defendant denies the allegations contained in Paragraph 110 of the SAC
23 il Defendant denies the allegations contained in Paragraph 111 of the SAC
24 112, Defendant denies the allegations contained in Paragraph 112 of the SAC.
25 113. Defendant denies the allegations contained in Paragraph 113 of the SAC
26 114 The allegations in Paragraph 114 of the SAC do not require a legal response. To
27 the extent Paragraph 114 of the SAC requires a response, Defendant responds to Paragraph 114 of
28 the SAC by realleging and incorporating herein by reference Paragraphs | through 113 of this
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DEF. LYNN DUGGAN’S VERIFIED ANSWER TO THE VERIFIED SECOND AMENDED COMPLAINT
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Answer.
115. As to the allegations contained in Paragraph 115 of the SAC, Defendant admits
that the duties and obligations of general partners and limited partners of a limited partnership
organized in California are stated in the Uniform Limited Partnership Act of 2008, California
Corporations Code Section 15900, et seq., but otherwise denies the remaining allegations of this
paragraph.
116. Defendant denies the allegations contained in Paragraph 116 of the SAC.
117. Defendant denies the allegations contained in Paragraph 117 of the SAC.
118. The allegations in Paragraph 118 of the SAC do not require a legal response. To
10 the extent Paragraph 118 of the SAC requires a response, Defendant responds to Paragraph 118 of
1 the SAC by realleging and incorporating herein by reference Paragraphs 1 through 117 of this
12 Answer.
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14 120. Defendant denies the allegations contained in Paragraph 120 of the SAC.
15 121. Defendant denies the allegations contained in Paragraph 121 of the SAC.
16 122. As to the allegations contained in Paragraph 122 of the SAC, Defendant lacks
17 sufficient information and belief in which to respond to these allegations and based thereon
18 denies the allegations contained in this paragraph.
19 123. Defendant denies the allegations contained in Paragraph 123 of the SAC
20 124 Defendant denies the allegations contained in Paragraph 124 of the SAC
21 125 Defendant denies the allegations contained in Paragraph 125 of the SAC
22 126. Defendant denies the allegations contained in Paragraph 126 of the SAC
23 127, As to the allegations contained in Paragraph 127 of the SAC, Defendant lacks
24 sufficient information and belief in which to respond to these allegations and based thereon
25 denies the allegations contained in this paragraph.
26 128. Defendant denies the allegations contained in Paragraph 128 of the SAC.
27 129, Defendant denies the allegations contained in Paragraph 129 of the SAC.
28 130. The allegations in Paragraph 130 of the SAC do not require a legal response. To
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DEF. LYNN DUGGAN’S VERIFIED ANSWER TO THE VERIFIED SECOND AMENDED COMPLAINT
Sean Duggan v. Lynn Duggan, et al. Case No. SCV-268905
the extent Paragraph 130 of the SAC requires a response, Defendant responds to Paragraph 130 of
the SAC by realleging and incorporating herein by reference Paragraphs | through 129 of this
Answer.
131 Defendant denies the allegations contained in Paragraph 131 of the SAC.
132. Defendant denies the allegations contained in Paragraph 132 of the SAC.
133. Defendant denies the allegations contained in Paragraph 133 of the SAC.
134, As to the allegations contained in Paragraph 134 of the SAC, Defendant lacks
sufficient information and belief in which to respond to these allegations and based thereon
denies the allegations contained in this paragraph.
10 135 Defendant denies the allegations contained in Paragraph 135 of the SAC
11 136. Defendant denies the allegations contained in Paragraph 136 of the SAC.
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12 137. Defendant denies the allegations contained in Paragraph 137 of the SAC
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a< 14 139. As to the allegations contained in Paragraph 139 of the SAC, Defendant lacks
15 sufficient information and belief in which to respond to these allegations and based thereon
16 denies the allegations contained in this paragraph.
17 140. Defendant denies the allegations contained in Paragraph 140 of the SAC.
18 141. The allegations in Paragraph 141 of the SAC do not require a legal response. To
19 the extent Paragraph 141 of the SAC requires a response, Defendant responds to Paragraph 141 of
20 the SAC by realleging and incorporating herein by reference Paragraphs | through 140 of this
21 Answer.
22 142. Defendant denies the allegations contained in Paragraph 142 of the SAC.
23 143. Defendant denies the allegations contained in Paragraph 143 of the SAC.
24 144, As to the allegations contained in Paragraph 144 of the SAC, Defendant lacks
25 sufficient information and belief in which to respond to these allegations and based thereon
26 denies the allegations contained in this paragraph.
27 145. Defendant denies the allegations contained in Paragraph 145 of the SAC.
28 146. Defendant denies the allegations contained in Paragraph 146 of the SAC.
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DEF. LYNN DUGGAN’S VERIFIED ANSWER TO THE VERIFIED SECOND AMENDED COMPLAINT
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147, As to the allegations contained in Paragraph 147 of the SAC, Defendant lacks
sufficient information and belief in which to respond to these allegations and based thereon
denies the allegations contained in this paragraph.
148. As to the allegations contained in Paragraph 148 of the SAC, Defendant lacks
sufficient information and belief in which to respond to these allegations and based thereon
denies the allegations contained in this paragraph.
149. Defendant denies the allegations contained in Paragraph 149 of the SAC.
150. Defendant denies the allegations contained in Paragraph 150 of the SAC.
151 Defendant denies the allegations contained in Paragraph 151 of the SAC.
10 152, As to the allegations contained in Paragraph 152 of the SAC, Defendant lacks
11 sufficient information and belief in which to respond to these allegations and based thereon
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12 denies the allegations contained in this paragraph.
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388gz 13 153. Defendant denies the allegations contained in Paragraph 153 of the SAC.
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Ze 14 Under Plaintiff's “Prayer For Relief’, Defendant denies each and every prayer for relief
15 numbers | through 8, inclusive, asserted by Plaintiff.
16 AFFIRMATIVE DEFENSES
17 AS A FIRST, SEPARATE AND DISTINCT AFFIRMATIVE DEFENSE to the
18 Plaintiff's Second Amended Complaint as a whole, and each cause of action or purported cause
19 of action contained therein, fails to state facts sufficient to constitute a cause of action against
20 Defendant upon which relief may be granted.
21 AS A SECOND, SEPARATE AND DISTINCT AFFIRMATIVE DEFENSE to the
22 Plaintiff's Second Amended Complaint, and each cause of action or purported cause of action
23 contained therein, is barred, in whole or in part, by equitable principles, including the doctrine of
24 unclean hands, where Plaintiff is not acting in good faith by bringing the instant lawsuit and has
25 fabricated all allegations of breach of contract and breach of fiduciary duty.
26 AS A THIRD, SEPARATE AND DISTINCT AFFIRMATIVE DEFENSE to the
27 Plaintiff's Second Amended Complaint, and each cause of action or purported cause of action
28 contained therein, is barred, in whole or in part, by equitable principles, including the doctrines of
30556\000\1872340.2:9723 14
DEF. LYNN DUGGAN’S VERIFIED ANSWER TO THE VERIFIED SECOND AMENDED COMPLAINT
Sean Duggan v. Lynn Duggan, et al. \ Case No. SCV-268905
consent, waiver and estoppel.
AS A FOURTH, SEPARATE AND DISTINCT AFFIRMATIVE DEFENSE to the
Plaintiff's Second Amended Complaint, Defendant alleges that the Plaintiff has waived any
breach of contract or guaranty alleged in his Second Amended Complaint as he did not do what it
was required under the contract or the law to make a demand on the limited partnership prior to
the filing of this action.
AS A FIFTH, SEPARATE AND DISTINCT AFFIRMATIVE DEFENSE to the
Plaintiff's Second Amended Complaint, Defendant is informed and believes that prior to the
commencement of this action, Defendant duly performed, satisfied and discharged all duties and
10 obligations he may have owed to Plaintiff arising out of any and all agreements, representations
11 or contracts made by Plaintiff or on behalf of Plaintiff and this action is therefore barred by the
Zs
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12 provisions of California Civil Code section 1473.
ES
Hey
wad
pesgz 13 AS A SIXTH, SEPARATE AND DISTINCT AFFIRMATIVE DEFENSE to the
ZZ
Bes
ZF
Be 14 Plaintiff's Second Amended Complaint, and each purported cause of action alleged therein,
15 Defendant asserts that all actions complained of by Plaintiff were decisions based upon sound
16 business judgment made in good faith and after reasonable inquiry and therefore no liability on
17 Defendant’s part exists.
18 AS A SEVENTH, SEPARATE AND DISTINCT AFFIRMATIVE DEFENSE to the
19 Plaintiff's Second Amended Complaint, Defendant alleges that he presently has insufficient
20 knowledge or information on which to form a belief as to whether he may have additional, as yet
21 unstated, affirmative defenses available. Defendant herein reserves the right to assert additional
22 defenses in the event that discovery indicates that they would be appropriate in preparation for
23 trial.
24 AS AN EIGHTH, SEPARATE AND DISTINCT AFFIRMATIVE DEFENSE to the
25 Plaintiff's Second Amended Complaint, Defendant alleges that Plaintiff's Second Amended
26 Complaint and each of the causes of action therein are barred by the applicable statutes of
27 limitations including but not limited to Code of Civil Procedure Sections 337, 337a, 338, 339.5,
28 and 343.
30556\000\1872340.2:9723 15
DEF. LYNN DUGGAN’S VERIFIED ANSWER TO THE VERIFIED SECOND AMENDED COMPLAINT
Sean Duggan v. Lynn Duggan, et al. \ Case No. SCV-268905
AS A NINTH, SEPARATE AND DISTINCT AFFIRMATIVE DEFENSE to the
Plaintiff's Second Amended Complaint, and each purported cause of action therein, is barred by
the doctrine of laches, because Plaintiff delayed inexcusably and unreasonably in pursuing any
alleged claims, causing substantial prejudice to Defendant.
AS A TENTH, SEPARATE AND DISTINCT AFFIRMATIVE DEFENSE to the
Plaintiff's Second Amended Complaint, and each purported cause of action alleged therein,
Plaintiff failed to take reasonable steps to minimize or prevent the damages Plaintiff claims by
failing to mitigate his damages.
PRAYER FOR RELIEF
10 Defendant prays for relief as follows:
11 1 That Plaintiff's claims are denied, and judgment is entered on each and every claim in
12 favor of Defendant;
eg
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B45 13 2 That the Court make a judicial determination that Defendants have not breached
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14 the Partnership Agreement nor has any general or limited partner forfeited any interest in the
15 Partnership.
16 3. For attorneys’ fees and costs;
17 4. For such other relief that the Court deems fair and just.
18
Dated: September 7, 2023 NOLAND, HAMERLY, ETIENNE & HOSS
19 A Professional Corporation
20
21 By /4/ Anne Frauette Olen
Anne Frassetto Olsen
22 Attorneys for Defendant LYNN DUGGAN
23
24
25
26
27
28
30556\000\1872340.2:9723 16
DEF. LYNN DUGGAN’S VERIFIED ANSWER TO THE VERIFIED SECOND AMENDED COMPLAINT
Sean Duggan v. Lynn Duggan, et al. \ Case No. SCV-268905
10
il
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26 Exhibit A
27 Counsel’s letter to Plaintiff, dated January 21, 2021
28
30556\000\1872340.2:9723 17
DEF. LYNN DUGGAN’S VERIFIED ANSWER TO THE VERIFIED SECOND AMENDED COMPLAINT
Sean Duggan v. Lynn Duggan, et al. \ Case No. SCV-268905
1331 N. California Blvd. T 925 935 9400
REGALIA Fifth Floor F 925 933 4126
Walnut Creek, CA 94596 www.msrlagal.com
James M. Frassetto
Direct Dial: 925 941 3263
james.frassetto@msrlegal.com
January 21, 2021
VIA E-MAIL
Sean Duggan
[international002@yahoo.com}
Re: First Amendment to Agreement of Limited Partnership of the Duggan Family
Limited Partnership dated February 11, 2014 (the “Amendment’) concerning
that cash $510,000 Loan to Lynn Duggan dated February __, 2014 now held
by Poppy Bank (the “GP Loan”) and that Certain Promissory Note from Lynn
Duggan to the Duggan Family Limited Partnership (the “Note”) and thal
Certain Noti 124 « :
Dear Sean:
We have reviewed the Notice of Default and the circumstances of the recent sale of
a 1% general partner interest in the Duggan Family Limited Partnership (the
“Partnership") from your father Lynn to your sister Kelly. We have concluded that
this sale does not constitute a material default under the Amendment or any default
at all. We have spoken to your sister Kelly on this matter and she fully agrees.
Consider the following:
4
The transfer of a 1% general partner interest to a family member is a
permitted transfer under the Partnership's organizational documents.
The transfer of a 1% general partner interest in the Partnership does not
constitute a default under the GP Loan. In fact, transfers up to 25% of
ownership interest are allowed. Poppy Bank has been informed of the
transfer and advised they favor such a specific estate plan.
There is no monetary default under the GP Loan and any such money
default prior to maturity in March 2024 is almost impossible. The current
principal balance of the GP Loan is $456,687.70. Monthly payments are
$2921.38.
As you are aware, the monthly payment is made by automatic electronic
transfer right of the top from gross receipts. Monthly rentals, in even these
worst of times, have been in the $25,000 to $35,000 range and Lynn’s share
of net rental income will always pay the monthly payment on the GP Loan.
Lynn possesses no ability (or inclination) to prevent monthly payments being
DUGF-4855512382570.2
Offices: Walnut Creek / San Francisco / Newport Beach
LD000339
Sean Duggan
January 21, 2021
Page 2
made like clockwork and that is evidenced by his history of paying this
mortgage payment since its inception in
Preview
Anne Frassetto Olsen (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, DEFENDANT LYNN DUGGAN’S VERIFIED ANSWER TO THE VERIFIED 12 Plaintiff, SECOND AMENDED COMPLAINT =¢ 2s 13 ge ge vs. g2 2a 14 LYNN DUGGAN, an individual; KELLY MOFFAT, an individual, and DOES 1 15 through 25, inclusive, 16 Defendants, 17 -and - 18 THE DUGGAN FAMILY LIMITED PARTNERSHIP, a California Limited 19 Partnership, 20 Nominal Defendant. 21 22 Defendant LYNN DUGGAN (“L. DUGGAN” or “Defendant”), answers the Verified 23 Second Amended Complaint (“SAC”) on file as follows: 24 1 As to Paragraph | of the SAC, Defendant admits that he and Kelly Moffat 25 (“Kelly”) are limited and general partners of the Duggan Family Limited Partnership 26 (“Partnership”) but denies the remaining allegations of this paragraph. 27 2 As to of Paragraph 2 of the SAC, Defendant denies that the only way to pay back 28 the Partnerships loan was for the Partnership to repay the bank, and admits the remaining 30556\000\1872340.2:9723 1 DEF. LYNN DUGGAN’S VERIFIED ANSWER TO THE VERIFIED SECOND AMENDED COMPLAINT Sean Duggan v. Lynn Duggan, et al. \ Case No. SCV-268905 allegations of this paragraph. 3 Defendant denies the allegations of Paragraph 3 of the SAC. 4 As to Paragraph 4 of the SAC, Defendant admits that Kelly purchased a portion of his General Partner (““G.P.”) interest, but denies the remaining allegations of this paragraph. 5 Defendant denies the allegations of Paragraph 5 of the SAC. 6. As to Paragraph 6 of the SAC, Defendant admits that he informed Plaintiff of his intention to sell a G.P. percentage point to Kelly; that Plaintiff objected; that Defendant temporarily rescinded the sale and then in May 2021, the Partnership’s attorney notified Plaintiff that he revived the transaction with Kelly, and that Plaintiff objected; but otherwise denies the 10 remaining allegations of this paragraph. 11 7 As to Paragraph 7 of the SAC, Defendant admits that on July 21, 2021, he 12 informed Plaintiff that the mortgage on Lakeside Shopping Center had been paid in full as of July 13 21, 2021; that the repayment funds came entirely from private funding; that no Partnership assets gs z= 14 were used as collateral for the payoff and that consequently, the First Amendment to the 15 Partnership Agreement was rendered moot and denies the remaining allegations of this paragraph. 16 8 As to Paragraph 8 of the SAC, Defendant denies the first sentence of this 17 paragraph and lacks sufficient information and belief as to the remaining allegations and based 18 upon such lack of information and belief, denies the remaining allegations. 19 9. As to Paragraph 9 of the SAC, Defendant admits that Kelly wired the payoff funds 20 to Poppy Bank per Scott Shapiro of Poppy Bank’s instructions; admits that Defendant agreed to 21 pay her back with proceeds from sale of Partnership Property if distributed pursuant to the terms 22 of the Partnership Agreement, the sale of his own home, or by July 21, 2026; but denies the 23 remaining allegations of this paragraph. 24 10. Defendant denies the allegations of Paragraph 10 of the SAC. 25 1h. Defendant admits the allegations of Paragraph 11 of the SAC. 26 12. Defendant admits the allegations of the first sentence of Paragraph 12 of the SAC 27 and admits that he sold a 1.0% G.P. interest to Kelly and that he holds a 2% G.P. interest and a 28 32.333334% limited partner (“L.P.”) interest but denies the remaining allegations of this 30556\000\1872340.2:9723 2 DEF. LYNN DUGGAN’S VERIFIED ANSWER TO THE VERIFIED SECOND AMENDED COMPLAINT Sean Duggan v. Lynn Duggan, et al. \ Case No. SCV-268905 paragraph and footnote 1. 13. Defendant admits the allegations contained in the first sentence of Paragraph 13 of the SAC and admits that Kelly is a Limited Partner holding a one-third L.P. interest and a 1.0% GP. interest, and denies the remaining allegations of this paragraph. 14, Defendant admits the allegations of Paragraph 14 of the SAC. 15. The allegations in Paragraph 15 of the SAC do not require a legal response. To the extent Paragraph 15 of the SAC requires a response, Defendant lacks sufficient information and belief in which to admit or deny the allegations contained in Paragraph 15 of the SAC, and based thereon denies said allegations. 10 16. Defendant admits the allegations of Paragraph 16 of the SAC. 11 17 Defendant admits the allegations of Paragraph 17 of the SAC. 12 18. Defendant admits the allegations of Paragraph 18 of the SAC 22 ea 13 19. gz 25 Defendant admits the allegations of Paragraph 19 of the SAC g2 Bd Ze g< 14 20. Defendant admits the allegations of Paragraph 20 of the SAC except to the 15 description of the Partnership Property, which is incorrect, and admits the allegations contained in 16 footnote 2 of the SAC. 17 21. Defendant admits the allegations of Paragraph 21 of the SAC. 18 22. As to Paragraph 22 of the SAC, Defendant admits that Exhibit A to the 19 Amendment was a true and correct copy of the Bank Note which was to be signed by the 20 Partnership, but otherwise denies the remaining allegations of this paragraph. 21 23. As to Paragraph 23 of the SAC, Defendant admits that Exhibit A to the 22 Amendment is a true and correct copy of the note to be signed by the Partnership, but otherwise 23 denies the remaining allegations of this paragraph. 24 24, As to Paragraph 24 of the SAC, Defendant admits that the Partners approved a 25 loan by the Partnership to Defendant in the principal sum of $510,000.00; that Defendant paid the 26 attorney’s fees incurred by Plaintiff and Kelly in negotiating the Amendment; and that Exhibit B 27 to the Amendment was a true and correct copy of the note which Defendant signed; but otherwise 28 denies the remaining allegations of this paragraph. 30556\000\1872340.2:9723 3 DEF. LYNN DUGGAN’S VERIFIED ANSWER TO THE VERIFIED SECOND AMENDED COMPLAINT Sean Duggan v. Lynn Duggan, et al. \ Case No. SCV-268905 25. As to Paragraph 25 of the SAC, Defendant admits that Exhibit B to the SAC is a true and correct copy of the First Amendment, but otherwise denies the remaining allegations of this paragraph and footnote 3. 26. As to Paragraph 26 of the SAC, Defendant admits that a true and correct copy of the G.P. Note signed by Defendant is attached to the Amendment as Exhibit B, but otherwise denies the remaining allegations of this paragraph. 27. As to Paragraph 27 of the SAC, Defendant admits that a true and correct copy of the Amendment is attached to the SAC as Exhibit B, but otherwise denies the remaining allegations of this paragraph. 10 28. As to Paragraph 28 of the SAC, Defendant admits that a true and correct copy of 1 the Amendment is attached to the SAC as Exhibit B, but otherwise denies the remaining 12 allegations of this paragraph. 13 29. Defendant denies the allegations of Paragraph 29 of the SAC. ga 14 30. As to Paragraph 30 of the SAC, Defendant admits informing Plaintiff and Kelly 15 that due to the economic impact of the COVID Pandemic regular distributions to the Partners 16 would be halted and sporadic distributions occurred thereafter, but otherwise denies the remaining 17 allegations of this paragraph. 18 31. As to Paragraph 31 of the SAC, Defendant admits that he informed Kelly and Sean 19 that Defendant would be crediting his management fee of $2,000 and paying the remaining 20 $921.38 by personal check to the Partnership when the regular distributions to the partners 21 ceased, but otherwise denies the remaining allegations of this paragraph. 22 32. As to Paragraph 32 of the SAC, Defendant admits that on January 8, 2021, he 23 informed Plaintiff that he had agreed to sell a 1.0% G.P. interest to Kelly for estate planning 24 purposes and sent Plaintiff a fully executed copy of the Agreement of Purchase and Sale of 25 General Partner Interest which states that payment of $125,000.00 will be made on January 15, 26 2021, but otherwise denies the remaining allegations of this paragraph. 27 33. As to Paragraph 33 of the SAC, Defendant admits that on January 15, 2021, 28 Plaintiff objected to the January 2021 PSA and sent a written Notice of Default to Defendant and 30556\000\1872340.2:9723 4 DEF. LYNN DUGGAN’S VERIFIED ANSWER TO THE VERIFIED SECOND AMENDED COMPLAINT Sean Duggan v. Lynn Duggan, et al. \ Case No. SCV-268905 Kelly, but otherwise denies the remaining allegations of this paragraph. 34, As to Paragraph 34 of the SAC, Defendant admits that counsel sent a letter to Plaintiff dated January 21, 2021, a true and correct copy of which is attached hereto as Exhibit A and incorporated herein by reference, but otherwise denies the remaining allegations of this paragraph. 35. As to Paragraph 35 of the SAC, Defendant admits that Plaintiff's counsel sent a letter dated January 29, 2021, a true and correct copy of which is attached hereto as Exhibit B and incorporated herein by reference, but otherwise denies the remaining allegations of this paragraph and footnote 4. 10 36. As to Paragraph 36 of the SAC, Defendant admits that Plaintiff's counsel sent a 11 letter dated January 29, 2021, a true and correct copy of which is attached hereto as Exhibit B and 12 incorporated herein by reference, but otherwise denies the remaining allegations of this ag Ze 13 paragraph. ge g3 ge Zs 14 37. As to Paragraph 37 of the SAC, Defendant admits that on January 30, 2021, his 15 counsel informed Plaintiff's counsel that Defendant and Kelly agreed to temporarily rescind the 16 sale of the 1% interest, but otherwise denies the remaining allegations of this paragraph. 17 38. As to Paragraph 38 of the SAC, Defendant admits that on January 27, 2021, 18 Plaintiff requested copies of documents relating to the Bank Loan and G.P. Loan including 19 Exhibits C and D from the legal counsel for the Partnership, but otherwise denies the remaining 20 allegations of this paragraph. 21 39, As to Paragraph 39 of the SAC, Defendant admits that Plaintiff's counsel sent a 22 notice of default on April 5, 2021, and lacks sufficient information and belief in which to admit or 23 deny the remaining allegations and based thereon denies the remaining allegations of this 24 paragraph. 25 40. Defendant denies the allegations in Paragraph 40 of the SAC and footnote 5. 26 41. As to Paragraph 41 of the SAC, Defendant admits that he paid the G.P. Note by 27 crediting his $2,000 monthly management fee toward the payment of the note and paying the 28 Partnership $921.38 with a personal check, but otherwise denies the remaining allegations of this 30556\000\1872340.2:9723 5 DEF. LYNN DUGGAN’S VERIFIED ANSWER TO THE VERIFIED SECOND AMENDED COMPLAINT Sean Duggan v. Lynn Duggan, et al. \ Case No. SCV-268905 paragraph. 42. Defendant denies the allegations in Paragraph 42 of the SAC. 43. As to Paragraph 43 of the SAC, Defendant admits that Plaintiff's counsel emailed the Partnership’s counsel on April 23, 2021, and demanded “two immediate actions on Sean Duggan’s behalf: (1) As Sean has not revoked, rescinded or approved modification of the automatic payment of the GP loan from limited partnership net income, ratable distributions to all Limited Partners pursuant to the partnership agreement; and (2) written confirmation that the proposed transfer and sale of a 1% GP interest from Lynn Duggan to Kelly Moffat was and remains, rescinded, and that no further such actions have been taken or attempted by the GP,” but 10 otherwise denies the remaining allegations of this paragraph. 11 44 As to Paragraph 44 of the SAC, Defendant admits that the Partnership’s counsel 12 wrote a letter to Plaintiff's counsel dated April 29, 2021, a true and correct copy of which is 13 attached hereto as Exhibit C and incorporated herein by reference, but otherwise denies the Zé ae 14 remaining allegations of this paragraph. 15 45. As to Paragraph 45 of the SAC, Defendant admits that the Partnership’s counsel 16 wrote a letter to Plaintiff's counsel dated April 29, 2021, a true and correct copy of which is 17 attached hereto as Exhibit C and incorporated herein by reference, and admits that he and Kelly 18 executed the May 2021 PSA with a purchase price for the 1% G.P. interest of $125,000.00 19 payable in cash, but otherwise denies the remaining allegations of this paragraph. 20 46. As to Paragraph 46 of the SAC, Defendant admits that on May 27, 2021, 21 Plaintiff's counsel notified the Partnership’s counsel of her opinion that the May 2021 PSA 22 materially altered the terms of the Amendment and was a breach of the Amendment and therefore 23 a default of the Bank Note and the G.P. Note, but otherwise denies the remaining allegations of 24 this paragraph. 25 47. As to Paragraph 47 of the SAC, Defendant lacks sufficient information and belief 26 in which to respond to the allegations contained in this paragraph and based thereon denies the 27 allegations in this paragraph. 28 48. As to Paragraph 48 of the SAC, Defendant admits that he sold 1% of his G.P. 30556\000\1872340.2:9723 6 DEF. LYNN DUGGAN’S VERIFIED ANSWER TO THE VERIFIED SECOND AMENDED COMPLAINT Sean Duggan v. Lynn Duggan, et al. \ Case No. SCV-268905 interest to Kelly, but otherwise denies the remaining allegations of this paragraph. 49. As to Paragraph 49 of the SAC, Defendant admits that Exhibit A to the SAC is a true and correct copy of the Partnership Agreement, but otherwise denies the remaining allegations of this paragraph. 50. Defendant denies the allegations contained in Paragraph 50 of the SAC. 51. Defendant denies the allegations contained in Paragraph 51 of the SAC. 52. As to the allegations of Paragraph 52 of the SAC, Defendant admits that Kelly refinanced her family home in order to lend Defendant the funds to pay off the G.P. Note, but otherwise denies the remaining allegations of this paragraph. 10 53. As to the allegations of Paragraph 53 of the SAC, Defendant admits that the term 11 of the Moffat Loan is the earlier of the sale of the Partnership Property and distribution pursuant Ze Be 12 to the terms of the Partnership Agreement, sale of Defendant’s personal home, or July 21, 2026, 2s Beya¢ eed B85ge 13 but otherwise denies the remaining allegations of this paragraph. Zig a5 ZE 14 54, Defendant denies the allegations contained in Paragraph 54 of the SAC. 15 55. As to the allegations of Paragraph 55 of the SAC, Defendant admits that pages 78 16 through 95 of Exhibit C to the SAC are true and correct copies of the loan documents between 17 Kelly and Defendant, but otherwise denies the remaining allegations of this paragraph. 18 56. The allegations in Paragraph 56 of the SAC do not require a legal response. To the 19 extent Paragraph 56 of the SAC requires a response, Defendant responds to Paragraph 56 of the 20 SAC by realleging and incorporating herein by reference Paragraphs 1 through 55 of this Answer. 21 57. Defendant admits the allegations contained in Paragraph 57 of the SAC. 22 58 Defendant denies the allegations contained in Paragraph 58 of the SAC. 23 59 Defendant admits the allegations contained in Paragraph 59 of the SAC. 24 60. The allegations in Paragraph 60 of the SAC do not require a legal response. To the 25 extent Paragraph 60 of the SAC requires a response, Defendant admits that Plaintiff has made 26 contentions which are incorrect, but otherwise denies the allegations in this paragraph. 27 61. Defendant admits the allegations contained in Paragraph 61 of the SAC. 28 62. As to the allegations contained in Paragraph 62 of the SAC, Defendant admits that 30556\000\1872340.2:9723 7 DEF. LYNN DUGGAN’S VERIFIED ANSWER TO THE VERIFIED SECOND AMENDED COMPLAINT Sean Duggan v. Lynn Duggan, et al. \ Case No. SCV-268905 a true and correct copy of the Amendment is attached as Exhibit B to the SAC, but otherwise denies the remaining allegations of this paragraph. 63. The allegations in Paragraph 63 of the SAC do not require a legal response. To the extent Paragraph 63 of the SAC requires a response, Defendant admits that Plaintiff has requested a judicial determination of the parties’ rights and obligations, but otherwise denies the remaining allegations of this paragraph. 64. The allegations in Paragraph 64 of the SAC do not require a legal response. To the extent Paragraph 64 of the SAC requires a response, Defendant admits that Plaintiff is seeking a judicial declaration, but otherwise denies the remaining allegations of this paragraph. 10 65. The allegations in Paragraph 65 of the SAC do not require a legal response. To the 11 extent Paragraph 65 of the SAC requires a response, Defendant denies the allegations contained 12 in Paragraph 65 of the SAC. ag 13 66. The allegations in Paragraph 66 of the SAC do not require a legal response. To the 26 Ze 14 extent Paragraph 66 of the SAC requires a response, Defendant responds to Paragraph 66 of the 1S SAC by realleging and incorporating herein by reference Paragraphs | through 65 of this Answer. 16 67. As to the allegations contained in Paragraph 67 of the SAC, Defendant admits that 17 he has in his possession or control the Partnership books and accounts, but otherwise denies the 18 remaining allegations of this paragraph. 19 68. The allegations in Paragraph 68 of the SAC do not require a legal response. To the 20 extent Paragraph 68 of the SAC requires a response, Defendant responds to Paragraph 68 of the 21 SAC by realleging and incorporating herein by reference Paragraphs | through 67 of this Answer. 22 69. Defendant admits the allegations contained in Paragraph 69 of the SAC. 23 70. Defendant denies the allegations contained in Paragraph 70 of the SAC. 24 71. As to the allegations contained in Paragraph 71 of the SAC, Defendant admits that 25 a true and correct copy of the Amendment is attached as Exhibit B to the SAC, but otherwise 26 denies the remaining allegations of this paragraph. 27 72. As to the allegations contained in Paragraph 72 of the SAC, Defendant admits that 28 a true and correct copy of the Partnership Agreement is attached as Exhibit A to the SAC, but 30556\000\1872340.2:9723 8 DEF. LYNN DUGGAN’S VERIFIED ANSWER TO THE VERIFIED SECOND AMENDED COMPLAINT Sean Duggan v. Lynn Duggan, et al. \ Case No. SCV-268905 otherwise denies the remaining allegations of this paragraph. 73. As to the allegations contained in Paragraph 73 of the SAC, Defendant admits that a true and correct copy of the Amendment is attached as Exhibit B to the SAC and denies the remaining allegations of this paragraph. 74 Defendant denies the allegations contained in Paragraph 74 of the SAC 75. Defendant denies the allegations contained in Paragraph 75 of the SAC. 76 Defendant denies the allegations contained in Paragraph 76 of the SAC 77 Defendant denies the allegations contained in Paragraph 77 of the SAC 78 Defendant denies the allegations contained in Paragraph 78 of the SAC 10 79 The allegations in Paragraph 79 of the SAC do not require a legal response. To the 11 extent Paragraph 79 of the SAC requires a response, Defendant responds to Paragraph 79 of the 12 SAC by realleging and incorporating herein by reference Paragraphs | through 78 of this Answer. 22 ne 13 80. ge gS Defendant admits the allegations contained in Paragraph 80 of the SAC. Be ga Ze 14 81. Defendant admits the allegations contained in Paragraph 81 of the SAC. 15 82. As to the allegations contained in Paragraph 82 of the SAC, Defendant admits that 16 the Partnership performed on its obligations, but otherwise denies the remaining allegations of 17 this paragraph. 18 83. As to the allegations contained in Paragraph 83 of the SAC, Defendant admits that 19 a true and correct copy of the Amendment is attached as Exhibit B to the SAC, but otherwise 20 denies the remaining allegations of this paragraph. 21 84. As to the allegations contained in Paragraph 84 of the SAC, Defendant admits that 22 a true and correct copy of the Partnership Agreement is attached as Exhibit A to the SAC, but 23 otherwise denies the remaining allegations of this paragraph. 24 85. As to the allegations contained in Paragraph 85 of the SAC, Defendant admits that 25 a true and correct copy of the Amendment is attached as Exhibit B to the SAC, but otherwise 26 denies the remaining allegations of this paragraph. 27 86. As to the allegations contained in Paragraph 86 of the SAC, Defendant admits that 28 a true and correct copy of the Amendment is attached as Exhibit B to the SAC, but otherwise 30556\000\1872340.2:9723 9 DEF. LYNN DUGGAN’S VERIFIED ANSWER TO THE VERIFIED SECOND AMENDED COMPLAIN Sean Duggan v. Lynn Duggan, et al. Case No. SCV-268905 1 denies the remaining allegations of this paragraph. 87 Defendant denies the allegations contained in Paragraph 87 of the SAC. 88 Defendant denies the allegations contained in Paragraph 88 of the SAC 89 Defendant denies the allegations contained in Paragraph 89 of the SAC 90. Defendant denies the allegations contained in Paragraph 90 of the SAC 91 Defendant denies the allegations contained in Paragraph 91 of the SAC 92. The allegations in Paragraph 92 of the SAC do not require a legal response. To the extent Paragraph 92 of the SAC requires a response, Defendant responds to Paragraph 92 of the SAC by realleging and incorporating herein by reference Paragraphs | through 91 of this Answer. 10 93. As to the allegations contained in Paragraph 93 of the SAC, Defendant admits that 11 his duties and obligations as a general partners and limited partner of a limited partnership 12 organized in California are stated in the Uniform Limited Partnership Act of 2008, California 13 Corporations Code Section 15900, et seq., but otherwise denies the remaining allegations of this Za ze $< 14 paragraph. 15 94, As to the allegations contained in Paragraph 94 of the SAC, Defendant admits that 16 Kelly’s duties and obligations as a general partner and limited partner of a limited partnership 17 organized in California are stated in the Uniform Limited Partnership Act of 2008, California 18 Corporations Code Section 15900, et seq., but otherwise denies the remaining allegations of this 19 paragraph. 20 95. Defendant denies the allegations contained in Paragraph 95 of the SAC. 21 96. As to the allegations contained in Paragraph 96 of the SAC, Defendant lacks 22 sufficient information and belief in which to respond to these allegations and based thereon 23 denies the allegations contained in this paragraph. 24 97. Defendant denies the allegations contained in Paragraph 97 of the SAC. 25 98. Defendant denies the allegations contained in Paragraph 98 of the SAC. 26 99. Defendant denies the allegations contained in Paragraph 99 of the SAC. 27 100. Defendant denies the allegations contained in Paragraph 100 of the SAC. 28 101. Defendant denies the allegations contained in Paragraph 101 of the SAC. 30556\000\1872340.2:9723 10 DEF. LYNN DUGGAN’S VERIFIED ANSWER TO THE VERIFIED SECOND AMENDED COMPLAINT Sean Duggan v. Lynn Duggan, et al. \ Case No. SCV-268905 102. Defendant denies the allegations contained in Paragraph 102 of the SAC. 103. The allegations in Paragraph 103 of the SAC do not require a legal response. To the extent Paragraph 103 of the SAC requires a response, Defendant responds to Paragraph 103 of the SAC by realleging and incorporating herein by reference Paragraphs | through 102 of this Answer. 104, As to the allegations contained in Paragraph 104 of the SAC, Defendant admits that his duties and obligations as a general partner and limited partner of a limited partnership organized in California are stated in the Uniform Limited Partnership Act of 2008, California Corporations Code Section 15900, ef seq., but otherwise denies the remaining allegations of this 10 paragraph. ll 105. As to the allegations contained in Paragraph 105 of the SAC, Defendant admits Ze ae 12 that Kelly’s duties and obligations as a general partner and limited partner of a limited partnership BS as ag a6 13 organized in California are stated in the Uniform Limited Partnership Act of 2008, California ze Bee Ze ge 14 Corporations Code Section 15900, ef seg., but otherwise denies the remaining allegations of this 15 paragraph. 16 106. Defendant denies the allegations contained in Paragraph 106 of the SAC. 17 107. As to the allegations contained in Paragraph 107 of the SAC, Defendant lacks 18 sufficient information and belief in which to respond to these allegations and based thereon 19 denies the allegations contained in this paragraph. 20 108. Defendant denies the allegations contained in Paragraph 108 of the SAC 21 109. Defendant denies the allegations contained in Paragraph 109 of the SAC. 22 110. Defendant denies the allegations contained in Paragraph 110 of the SAC 23 il Defendant denies the allegations contained in Paragraph 111 of the SAC 24 112, Defendant denies the allegations contained in Paragraph 112 of the SAC. 25 113. Defendant denies the allegations contained in Paragraph 113 of the SAC 26 114 The allegations in Paragraph 114 of the SAC do not require a legal response. To 27 the extent Paragraph 114 of the SAC requires a response, Defendant responds to Paragraph 114 of 28 the SAC by realleging and incorporating herein by reference Paragraphs | through 113 of this 30556\000\1872340.2:9723 11 DEF. LYNN DUGGAN’S VERIFIED ANSWER TO THE VERIFIED SECOND AMENDED COMPLAINT Sean Duggan v. Lynn Duggan, et al. \ Case No. SCV-268905 Answer. 115. As to the allegations contained in Paragraph 115 of the SAC, Defendant admits that the duties and obligations of general partners and limited partners of a limited partnership organized in California are stated in the Uniform Limited Partnership Act of 2008, California Corporations Code Section 15900, et seq., but otherwise denies the remaining allegations of this paragraph. 116. Defendant denies the allegations contained in Paragraph 116 of the SAC. 117. Defendant denies the allegations contained in Paragraph 117 of the SAC. 118. The allegations in Paragraph 118 of the SAC do not require a legal response. To 10 the extent Paragraph 118 of the SAC requires a response, Defendant responds to Paragraph 118 of 1 the SAC by realleging and incorporating herein by reference Paragraphs 1 through 117 of this 12 Answer. 22 ae 13 119. ez gS Defendant denies the allegations contained in Paragraph 119 of the SAC. gz Ba Ze 14 120. Defendant denies the allegations contained in Paragraph 120 of the SAC. 15 121. Defendant denies the allegations contained in Paragraph 121 of the SAC. 16 122. As to the allegations contained in Paragraph 122 of the SAC, Defendant lacks 17 sufficient information and belief in which to respond to these allegations and based thereon 18 denies the allegations contained in this paragraph. 19 123. Defendant denies the allegations contained in Paragraph 123 of the SAC 20 124 Defendant denies the allegations contained in Paragraph 124 of the SAC 21 125 Defendant denies the allegations contained in Paragraph 125 of the SAC 22 126. Defendant denies the allegations contained in Paragraph 126 of the SAC 23 127, As to the allegations contained in Paragraph 127 of the SAC, Defendant lacks 24 sufficient information and belief in which to respond to these allegations and based thereon 25 denies the allegations contained in this paragraph. 26 128. Defendant denies the allegations contained in Paragraph 128 of the SAC. 27 129, Defendant denies the allegations contained in Paragraph 129 of the SAC. 28 130. The allegations in Paragraph 130 of the SAC do not require a legal response. To 30556\000\1872340,2:9723 12 DEF. LYNN DUGGAN’S VERIFIED ANSWER TO THE VERIFIED SECOND AMENDED COMPLAINT Sean Duggan v. Lynn Duggan, et al. Case No. SCV-268905 the extent Paragraph 130 of the SAC requires a response, Defendant responds to Paragraph 130 of the SAC by realleging and incorporating herein by reference Paragraphs | through 129 of this Answer. 131 Defendant denies the allegations contained in Paragraph 131 of the SAC. 132. Defendant denies the allegations contained in Paragraph 132 of the SAC. 133. Defendant denies the allegations contained in Paragraph 133 of the SAC. 134, As to the allegations contained in Paragraph 134 of the SAC, Defendant lacks sufficient information and belief in which to respond to these allegations and based thereon denies the allegations contained in this paragraph. 10 135 Defendant denies the allegations contained in Paragraph 135 of the SAC 11 136. Defendant denies the allegations contained in Paragraph 136 of the SAC. Zs ge 12 137. Defendant denies the allegations contained in Paragraph 137 of the SAC ES Bee eae a2 gz 13 138. Defendant denies the allegations contained in Paragraph 138 of the SAC Bz Ges Ze a< 14 139. As to the allegations contained in Paragraph 139 of the SAC, Defendant lacks 15 sufficient information and belief in which to respond to these allegations and based thereon 16 denies the allegations contained in this paragraph. 17 140. Defendant denies the allegations contained in Paragraph 140 of the SAC. 18 141. The allegations in Paragraph 141 of the SAC do not require a legal response. To 19 the extent Paragraph 141 of the SAC requires a response, Defendant responds to Paragraph 141 of 20 the SAC by realleging and incorporating herein by reference Paragraphs | through 140 of this 21 Answer. 22 142. Defendant denies the allegations contained in Paragraph 142 of the SAC. 23 143. Defendant denies the allegations contained in Paragraph 143 of the SAC. 24 144, As to the allegations contained in Paragraph 144 of the SAC, Defendant lacks 25 sufficient information and belief in which to respond to these allegations and based thereon 26 denies the allegations contained in this paragraph. 27 145. Defendant denies the allegations contained in Paragraph 145 of the SAC. 28 146. Defendant denies the allegations contained in Paragraph 146 of the SAC. 30556\000\1872340.2:9723, 13 DEF. LYNN DUGGAN’S VERIFIED ANSWER TO THE VERIFIED SECOND AMENDED COMPLAINT Sean Duggan v. Lynn Duggan, et al. \ Case No. SCV-268905 147, As to the allegations contained in Paragraph 147 of the SAC, Defendant lacks sufficient information and belief in which to respond to these allegations and based thereon denies the allegations contained in this paragraph. 148. As to the allegations contained in Paragraph 148 of the SAC, Defendant lacks sufficient information and belief in which to respond to these allegations and based thereon denies the allegations contained in this paragraph. 149. Defendant denies the allegations contained in Paragraph 149 of the SAC. 150. Defendant denies the allegations contained in Paragraph 150 of the SAC. 151 Defendant denies the allegations contained in Paragraph 151 of the SAC. 10 152, As to the allegations contained in Paragraph 152 of the SAC, Defendant lacks 11 sufficient information and belief in which to respond to these allegations and based thereon Ze ae 12 denies the allegations contained in this paragraph. ES Bee ead 388gz 13 153. Defendant denies the allegations contained in Paragraph 153 of the SAC. Zz Bee Ze 14 Under Plaintiff's “Prayer For Relief’, Defendant denies each and every prayer for relief 15 numbers | through 8, inclusive, asserted by Plaintiff. 16 AFFIRMATIVE DEFENSES 17 AS A FIRST, SEPARATE AND DISTINCT AFFIRMATIVE DEFENSE to the 18 Plaintiff's Second Amended Complaint as a whole, and each cause of action or purported cause 19 of action contained therein, fails to state facts sufficient to constitute a cause of action against 20 Defendant upon which relief may be granted. 21 AS A SECOND, SEPARATE AND DISTINCT AFFIRMATIVE DEFENSE to the 22 Plaintiff's Second Amended Complaint, and each cause of action or purported cause of action 23 contained therein, is barred, in whole or in part, by equitable principles, including the doctrine of 24 unclean hands, where Plaintiff is not acting in good faith by bringing the instant lawsuit and has 25 fabricated all allegations of breach of contract and breach of fiduciary duty. 26 AS A THIRD, SEPARATE AND DISTINCT AFFIRMATIVE DEFENSE to the 27 Plaintiff's Second Amended Complaint, and each cause of action or purported cause of action 28 contained therein, is barred, in whole or in part, by equitable principles, including the doctrines of 30556\000\1872340.2:9723 14 DEF. LYNN DUGGAN’S VERIFIED ANSWER TO THE VERIFIED SECOND AMENDED COMPLAINT Sean Duggan v. Lynn Duggan, et al. \ Case No. SCV-268905 consent, waiver and estoppel. AS A FOURTH, SEPARATE AND DISTINCT AFFIRMATIVE DEFENSE to the Plaintiff's Second Amended Complaint, Defendant alleges that the Plaintiff has waived any breach of contract or guaranty alleged in his Second Amended Complaint as he did not do what it was required under the contract or the law to make a demand on the limited partnership prior to the filing of this action. AS A FIFTH, SEPARATE AND DISTINCT AFFIRMATIVE DEFENSE to the Plaintiff's Second Amended Complaint, Defendant is informed and believes that prior to the commencement of this action, Defendant duly performed, satisfied and discharged all duties and 10 obligations he may have owed to Plaintiff arising out of any and all agreements, representations 11 or contracts made by Plaintiff or on behalf of Plaintiff and this action is therefore barred by the Zs ae 12 provisions of California Civil Code section 1473. ES Hey wad pesgz 13 AS A SIXTH, SEPARATE AND DISTINCT AFFIRMATIVE DEFENSE to the ZZ Bes ZF Be 14 Plaintiff's Second Amended Complaint, and each purported cause of action alleged therein, 15 Defendant asserts that all actions complained of by Plaintiff were decisions based upon sound 16 business judgment made in good faith and after reasonable inquiry and therefore no liability on 17 Defendant’s part exists. 18 AS A SEVENTH, SEPARATE AND DISTINCT AFFIRMATIVE DEFENSE to the 19 Plaintiff's Second Amended Complaint, Defendant alleges that he presently has insufficient 20 knowledge or information on which to form a belief as to whether he may have additional, as yet 21 unstated, affirmative defenses available. Defendant herein reserves the right to assert additional 22 defenses in the event that discovery indicates that they would be appropriate in preparation for 23 trial. 24 AS AN EIGHTH, SEPARATE AND DISTINCT AFFIRMATIVE DEFENSE to the 25 Plaintiff's Second Amended Complaint, Defendant alleges that Plaintiff's Second Amended 26 Complaint and each of the causes of action therein are barred by the applicable statutes of 27 limitations including but not limited to Code of Civil Procedure Sections 337, 337a, 338, 339.5, 28 and 343. 30556\000\1872340.2:9723 15 DEF. LYNN DUGGAN’S VERIFIED ANSWER TO THE VERIFIED SECOND AMENDED COMPLAINT Sean Duggan v. Lynn Duggan, et al. \ Case No. SCV-268905 AS A NINTH, SEPARATE AND DISTINCT AFFIRMATIVE DEFENSE to the Plaintiff's Second Amended Complaint, and each purported cause of action therein, is barred by the doctrine of laches, because Plaintiff delayed inexcusably and unreasonably in pursuing any alleged claims, causing substantial prejudice to Defendant. AS A TENTH, SEPARATE AND DISTINCT AFFIRMATIVE DEFENSE to the Plaintiff's Second Amended Complaint, and each purported cause of action alleged therein, Plaintiff failed to take reasonable steps to minimize or prevent the damages Plaintiff claims by failing to mitigate his damages. PRAYER FOR RELIEF 10 Defendant prays for relief as follows: 11 1 That Plaintiff's claims are denied, and judgment is entered on each and every claim in 12 favor of Defendant; eg te gz B45 13 2 That the Court make a judicial determination that Defendants have not breached Be ga 14 the Partnership Agreement nor has any general or limited partner forfeited any interest in the 15 Partnership. 16 3. For attorneys’ fees and costs; 17 4. For such other relief that the Court deems fair and just. 18 Dated: September 7, 2023 NOLAND, HAMERLY, ETIENNE & HOSS 19 A Professional Corporation 20 21 By /4/ Anne Frauette Olen Anne Frassetto Olsen 22 Attorneys for Defendant LYNN DUGGAN 23 24 25 26 27 28 30556\000\1872340.2:9723 16 DEF. LYNN DUGGAN’S VERIFIED ANSWER TO THE VERIFIED SECOND AMENDED COMPLAINT Sean Duggan v. Lynn Duggan, et al. \ Case No. SCV-268905 10 il 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 Exhibit A 27 Counsel’s letter to Plaintiff, dated January 21, 2021 28 30556\000\1872340.2:9723 17 DEF. LYNN DUGGAN’S VERIFIED ANSWER TO THE VERIFIED SECOND AMENDED COMPLAINT Sean Duggan v. Lynn Duggan, et al. \ Case No. SCV-268905 1331 N. California Blvd. T 925 935 9400 REGALIA Fifth Floor F 925 933 4126 Walnut Creek, CA 94596 www.msrlagal.com James M. Frassetto Direct Dial: 925 941 3263 james.frassetto@msrlegal.com January 21, 2021 VIA E-MAIL Sean Duggan [international002@yahoo.com} Re: First Amendment to Agreement of Limited Partnership of the Duggan Family Limited Partnership dated February 11, 2014 (the “Amendment’) concerning that cash $510,000 Loan to Lynn Duggan dated February __, 2014 now held by Poppy Bank (the “GP Loan”) and that Certain Promissory Note from Lynn Duggan to the Duggan Family Limited Partnership (the “Note”) and thal Certain Noti 124 « : Dear Sean: We have reviewed the Notice of Default and the circumstances of the recent sale of a 1% general partner interest in the Duggan Family Limited Partnership (the “Partnership") from your father Lynn to your sister Kelly. We have concluded that this sale does not constitute a material default under the Amendment or any default at all. We have spoken to your sister Kelly on this matter and she fully agrees. Consider the following: 4 The transfer of a 1% general partner interest to a family member is a permitted transfer under the Partnership's organizational documents. The transfer of a 1% general partner interest in the Partnership does not constitute a default under the GP Loan. In fact, transfers up to 25% of ownership interest are allowed. Poppy Bank has been informed of the transfer and advised they favor such a specific estate plan. There is no monetary default under the GP Loan and any such money default prior to maturity in March 2024 is almost impossible. The current principal balance of the GP Loan is $456,687.70. Monthly payments are $2921.38. As you are aware, the monthly payment is made by automatic electronic transfer right of the top from gross receipts. Monthly rentals, in even these worst of times, have been in the $25,000 to $35,000 range and Lynn’s share of net rental income will always pay the monthly payment on the GP Loan. Lynn possesses no ability (or inclination) to prevent monthly payments being DUGF-4855512382570.2 Offices: Walnut Creek / San Francisco / Newport Beach LD000339 Sean Duggan January 21, 2021 Page 2 made like clockwork and that is evidenced by his history of paying this mortgage payment since its inception in