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DocuSign Envelope ID: 7D89D757-082C-4753-8A4F-2A6355179B52
1 Michael Shklovsky, Esq. (Bar No. 255893)
ANDERSON ZEIGLER
2 A Professional Corporation
50 Old Courthouse Square, 5th Floor
3 Santa Rosa, CA 95404
Telephone: 707/545-4910
4 Facsimile: 707/544-0260
Email: mshklovsky@andersonzeigler.com
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Attorneys for Defendant Kelly Moffat
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7 SUPERIOR COURT, SONOMA COUNTY, CALIFORNIA
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Case No. SCV-268905
9 SEAN DUGGAN, an individual, on his
own behalf and derivatively on behalf of DEFENDANT KELLY MOFFAT’S VERIFIED
A PROFESSIONAL CORPORATION, ATTORNEYS AT LAW
P.O. BOX 1498, SANTA ROSA, CALIFORNIA 95402-1498
10 The Duggan Family Limited ANSWER TO VERIFIED SECOND AMENDED
Partnership; COMPLAINT
TEL (707) 545-4910 FAX (707) 544-0260
11
ANDERSON ZEIGLER
Plaintiff,
12 vs. [UNLIMITED CIVIL]
13 LYNN DUGGAN, an individual; Jury Trial Demanded
KELLY MOFFAT, an individual, and
14 DOES 1 through 25, inclusive, ASSIGNED FOR ALL PURPOSES:
15 Defendants, Judge: Bradford DeMeo
Department: 17
16 - and -
17 THE DUGGAN FAMILY LIMITED
PARTNERSHIP, a California Limited
18 Partnership,
19 Nominal Defendant.
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MOFFAT’S VERIFIED ANSWER TO THE VERIFIED SECOND AMENDED COMPLAINT
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DocuSign Envelope ID: 7D89D757-082C-4753-8A4F-2A6355179B52
1 Defendant Kelly Moffat (“Defendant” or “Kelly”), answers the Verified Second Amended
2 Complaint (“SAC”) on file herein as follows:
3 1. As to Paragraph 1 of the SAC, Defendant admits that she and Lynn Duggan (“Lynn”)
4 are limited and general partners of the Duggan Family Limited Partnership (“Partnership”), but
5 otherwise denies the remaining allegations of this paragraph.
6 2. As to of Paragraph 2 of the SAC, Defendant denies that the only way to pay back the
7 Partnerships loan was for the Partnership to repay the bank, and admits the remaining allegations of
8 this paragraph.
9 3. Defendant denies the allegations of Paragraph 3 of the SAC.
10 4. As to Paragraph 4 of the SAC, Defendant admits that she purchased a portion of Lynn
11 Duggan’s General Partner (“G.P.”) interest, but otherwise denies the remaining allegations of this
12 paragraph.
13 5. Defendant denies the allegations of Paragraph 5 of the SAC.
14 6. As to Paragraph 6 of the SAC, Defendant admits that Lynn informed Plaintiff of his
15 intention to sell a G.P. percentage point to Defendant; that Plaintiff objected; that Lynn temporarily
16 rescinded the sale and then in May 2021, the Partnership’s attorney notified Plaintiff that he revived
17 the transaction with Defendant, and that Plaintiff objected; but otherwise denies the remaining
18 allegations of this paragraph.
19 7. As to Paragraph 7 of the SAC, Defendant admits that on July 21, 2021, Lynn informed
20 Plaintiff that the mortgage on Lakeside Shopping Center had been paid in full as of July 21, 2021; that
21 the repayment funds came entirely from private funding; that no Partnership assets were used as
22 collateral for the payoff and that consequently, the First Amendment to the Partnership Agreement was
23 rendered moot; but otherwise denies the remaining allegations of this paragraph.
24 8. As to Paragraph 8 of the SAC, Defendant denies the first sentence of this paragraph,
25 and lacks sufficient information and belief as to the remaining allegations and based upon such lack of
26 information and belief, denies the remaining allegations.
27 9. As to Paragraph 9 of the SAC, Defendant admits that she wired the payoff funds to
28 Poppy Bank per Scott Shapiro of Poppy Bank’s instructions; admits that Lynn agreed to pay her back
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MOFFAT’S VERIFIED ANSWER TO THE VERIFIED SECOND AMENDED COMPLAINT
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DocuSign Envelope ID: 7D89D757-082C-4753-8A4F-2A6355179B52
1 with proceeds from sale of Partnership Property if distributed pursuant to the terms of the Partnership
2 Agreement, the sale of Lynn’s own home, or by July 21, 2026; but otherwise denies the remaining
3 allegations of this paragraph.
4 10. Defendant denies the allegations of Paragraph 10 of the SAC.
5 11. Defendant admits the allegations of Paragraph 11 of the SAC.
6 12. Defendant admits the allegations of the first sentence of Paragraph 12 of the SAC, and
7 admits that she purchased a 1.0% G.P. interest from Lynn, who now holds a 2% G.P. interest and a
8 32.333334% limited partner (“L.P.”) interest, but otherwise denies the remaining allegations of this
9 paragraph and footnote 1.
10 13. Defendant admits the allegations contained in the first sentence of Paragraph 13 of the
11 SAC and admits that Defendant is a Limited Partner holding a one-third L.P. interest and a 1.0% G.P.
12 interest, but otherwise denies the remaining allegations of this paragraph.
13 14. Defendant admits the allegations of Paragraph 14 of the SAC.
14 15. The allegations in Paragraph 15 of the SAC do not require a legal response. To the
15 extent Paragraph 15 of the SAC requires a response, Defendant lacks sufficient information and belief
16 in which to admit or deny the allegations contained in Paragraph 15 of the SAC and based thereon
17 denies said allegations.
18 16. Defendant admits the allegations of Paragraph 16 of the SAC.
19 17. Defendant admits the allegations of Paragraph 17 of the SAC.
20 18. Defendant admits the allegations of Paragraph 18 of the SAC.
21 19. Defendant admits the allegations of Paragraph 19 of the SAC.
22 20. Defendant admits the allegations of Paragraph 20 of the SAC except to the description
23 of the Partnership Property, which is incorrect, and admits the allegations contained in footnote 2 of
24 the SAC.
25 21. Defendant admits the allegations of Paragraph 21 of the SAC.
26 22. As to Paragraph 22 of the SAC, Defendant admits that Exhibit A to the Amendment
27 was a true and correct copy of the Bank Note which was to be signed by the Partnership, but otherwise
28 denies the remaining allegations of this paragraph.
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MOFFAT’S VERIFIED ANSWER TO THE VERIFIED SECOND AMENDED COMPLAINT
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DocuSign Envelope ID: 7D89D757-082C-4753-8A4F-2A6355179B52
1 23. As to Paragraph 23 of the SAC, Defendant admits that Exhibit A to the Amendment is a
2 true and correct copy of the note to be signed by the Partnership, but otherwise denies the remaining
3 allegations of this paragraph.
4 24. As to Paragraph 24 of the SAC, Defendant admits that the Partners approved a loan by
5 the Partnership to Lynn in the principal sum of $510,000.00; that Lynn paid the attorney’s fees
6 incurred by Plaintiff and Defendant in negotiating the Amendment; and that Exhibit B to the
7 Amendment was a true and correct copy of the note which Lynn signed; but otherwise denies the
8 remaining allegations of this paragraph.
9 25. As to Paragraph 25 of the SAC, Defendant admits that Exhibit B to the SAC is a true
10 and correct copy of the First Amendment, but otherwise denies the remaining allegations of this
11 paragraph and footnote 3.
12 26. As to Paragraph 26 of the SAC, Defendant admits that a true and correct copy of the
13 G.P. Note signed by Defendant is attached to the Amendment as Exhibit B, but otherwise denies the
14 remaining allegations of this paragraph.
15 27. As to Paragraph 27 of the SAC, Defendant admits that a true and correct copy of the
16 Amendment is attached to the SAC as Exhibit B, but otherwise denies the remaining allegations of this
17 paragraph.
18 28. As to Paragraph 28 of the SAC, Defendant admits that a true and correct copy of the
19 Amendment is attached to the SAC as Exhibit B, but otherwise denies the remaining allegations of this
20 paragraph.
21 29. Defendant denies the allegations of Paragraph 29 of the SAC.
22 30. As to Paragraph 30 of the SAC, Defendant admits that Lynn informed her and Plaintiff
23 that due to the economic impact of the COVID Pandemic regular distributions to the Partners would
24 be halted and sporadic distributions occurred thereafter, but otherwise denies the remaining allegations
25 of this paragraph.
26 31. As to Paragraph 31 of the SAC, Defendant admits that Lynn informed her and Sean that
27 Lynn would be crediting his management fee of $2,000 and paying the remaining $921.38 by personal
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MOFFAT’S VERIFIED ANSWER TO THE VERIFIED SECOND AMENDED COMPLAINT
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DocuSign Envelope ID: 7D89D757-082C-4753-8A4F-2A6355179B52
1 check to the Partnership when the regular distributions to the partners ceased, but otherwise denies the
2 remaining allegations of this paragraph.
3 32. As to Paragraph 32 of the SAC, Defendant admits that on January 8, 2021, Lynn
4 informed Plaintiff that he had agreed to sell a 1.0% G.P. interest to Kelly for estate planning purposes
5 and sent Plaintiff a fully executed copy of the Agreement of Purchase and Sale of General Partner
6 Interest which states that payment of $125,000.00 will be made on January 15, 2021, but otherwise
7 denies the remaining allegations of this paragraph.
8 33. As to Paragraph 33 of the SAC, Defendant admits that on January 15, 2021, Plaintiff
9 objected to the January 2021 PSA and sent a written Notice of Default to Defendant and Lynn, but
10 otherwise denies the remaining allegations of this paragraph.
11 34. As to Paragraph 34 of the SAC, Defendant admits that counsel sent a letter to Plaintiff
12 dated January 21, 2021, a true and correct copy of which is attached hereto as Exhibit A and
13 incorporated herein by reference, but otherwise denies the remaining allegations of this paragraph.
14 35. As to Paragraph 35 of the SAC, Defendant admits that Plaintiff’s counsel sent a letter
15 dated January 29, 2021, a true and correct copy of which is attached hereto as Exhibit B and
16 incorporated herein by reference, but otherwise denies the remaining allegations of this paragraph and
17 footnote 4.
18 36. As to Paragraph 36 of the SAC, Defendant admits that Plaintiff’s counsel sent a letter
19 dated January 29, 2021, a true and correct copy of which is attached hereto as Exhibit B and
20 incorporated herein by reference, but otherwise denies the remaining allegations of this paragraph.
21 37. As to Paragraph 37 of the SAC, Defendant admits that on January 30, 2021, Lynn’s
22 counsel informed Plaintiff’s counsel that Defendant and Lynn agreed to temporarily rescind the sale of
23 the 1% interest, but otherwise denies the remaining allegations of this paragraph.
24 38. As to Paragraph 38 of the SAC, Defendant admits that on January 27, 2021, Plaintiff
25 requested copies of documents relating to the Bank Loan and G.P. Loan including Exhibits C and D
26 from the legal counsel for the Partnership, but otherwise denies the remaining allegations of this
27 paragraph.
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MOFFAT’S VERIFIED ANSWER TO THE VERIFIED SECOND AMENDED COMPLAINT
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DocuSign Envelope ID: 7D89D757-082C-4753-8A4F-2A6355179B52
1 39. As to Paragraph 39 of the SAC, Defendant admits that Plaintiff’s counsel sent a notice
2 of default on April 5, 2021, and lacks sufficient information and belief in which to admit or deny the
3 remaining allegations and based thereon denies the remaining allegations of this paragraph.
4 40. Defendant denies the allegations in Paragraph 40 of the SAC and footnote 5.
5 41. As to Paragraph 41 of the SAC, Defendant admits that Lynn paid the G.P. Note by
6 crediting his $2,000 monthly management fee toward the payment of the note and paying the
7 Partnership $921.38 with a personal check, but otherwise denies the remaining allegations of this
8 paragraph.
9 42. Defendant denies the allegations in Paragraph 42 of the SAC.
10 43. As to Paragraph 43 of the SAC, Defendant admits that Plaintiff’s counsel emailed the
11 Partnership’s counsel on April 23, 2021, and demanded “two immediate actions on Sean Duggan’s
12 behalf: (1) As Sean has not revoked, rescinded or approved modification of the automatic payment of
13 the GP loan from limited partnership net income, ratable distributions to all Limited Partners pursuant
14 to the partnership agreement; and (2) written confirmation that the proposed transfer and sale of a 1%
15 GP interest from Lynn Duggan to Kelly Moffat was and remains, rescinded, and that no further such
16 actions have been taken or attempted by the GP,” but otherwise denies the remaining allegations of
17 this paragraph.
18 44. As to Paragraph 44 of the SAC, Defendant admits that the Partnership’s counsel wrote
19 a letter to Plaintiff’s counsel dated April 29, 2021, a true and correct copy of which is attached hereto
20 as Exhibit C and incorporated herein by reference, but otherwise denies the remaining allegations of
21 this paragraph.
22 45. As to Paragraph 45 of the SAC, Defendant admits that the Partnership’s counsel wrote
23 a letter to Plaintiff’s counsel dated April 29, 2021, a true and correct copy of which is attached hereto
24 as Exhibit C and incorporated herein by reference, and admits that Defendant and Lynn executed the
25 May 2021 PSA with a purchase price for the 1% G.P. interest of $125,000.00 payable in cash, but
26 otherwise denies the remaining allegations of this paragraph.
27 46. As to Paragraph 46 of the SAC, Defendant admits that on May 27, 2021, Plaintiff’s
28 counsel notified the Partnership’s counsel of her opinion that the May 2021 PSA materially altered the
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MOFFAT’S VERIFIED ANSWER TO THE VERIFIED SECOND AMENDED COMPLAINT
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DocuSign Envelope ID: 7D89D757-082C-4753-8A4F-2A6355179B52
1 terms of the Amendment and was a breach of the Amendment and therefore a default of the Bank Note
2 and the G.P. Note, but otherwise denies the remaining allegations of this paragraph.
3 47. As to Paragraph 47 of the SAC, Defendant lacks sufficient information and belief in
4 which to respond to the allegations contained in this paragraph and based thereon denies the
5 allegations in this paragraph.
6 48. As to Paragraph 48 of the SAC, Defendant admits that he sold 1% of his G.P. interest to
7 Kelly, but otherwise denies the remaining allegations of this paragraph.
8 49. As to Paragraph 49 of the SAC, Defendant admits that Exhibit A to the SAC is a true
9 and correct copy of the Partnership Agreement, but otherwise denies the remaining allegations of this
10 paragraph.
11 50. Defendant denies the allegations contained in Paragraph 50 of the SAC.
12 51. Defendant denies the allegations contained in Paragraph 51 of the SAC.
13 52. As to the allegations of Paragraph 52 of the SAC, Defendant admits that she refinanced
14 her family home in order to lend Lynn the funds to pay off the G.P. Note, but otherwise denies the
15 remaining allegations of this paragraph.
16 53. As to the allegations of Paragraph 53 of the SAC, Defendant admits that the term of the
17 Moffat Loan is the earlier of the sale of the Partnership Property and distribution pursuant to the terms
18 of the Partnership Agreement, sale of Lynn’s personal home, or July 21, 2026, but otherwise denies
19 the remaining allegations of this paragraph.
20 54. Defendant denies the allegations contained in Paragraph 54 of the SAC.
21 55. As to the allegations of Paragraph 55 of the SAC, Defendant admits that pages 78
22 through 95 of Exhibit C to the SAC are true and correct copies of the loan documents between her and
23 Lynn, but otherwise denies the remaining allegations of this paragraph.
24 56. The allegations in Paragraph 56 of the SAC do not require a legal response. To the
25 extent Paragraph 15 of the SAC requires a response, Defendant responds to Paragraph 56 of the SAC
26 by realleging and incorporating herein by reference Paragraphs 1 through 55 of this Answer.
27 57. Defendant admits the allegations contained in Paragraph 57 of the SAC.
28 58. Defendant admits the allegations contained in Paragraph 58 of the SAC.
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MOFFAT’S VERIFIED ANSWER TO THE VERIFIED SECOND AMENDED COMPLAINT
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DocuSign Envelope ID: 7D89D757-082C-4753-8A4F-2A6355179B52
1 59. Defendant admits the allegations contained in Paragraph 59 of the SAC.
2 60. The allegations in Paragraph 60 of the SAC do not require a legal response. To the
3 extent Paragraph 15 of the SAC requires a response, Defendant admits that Plaintiff has made
4 contentions which are incorrect, but otherwise denies the allegations in this paragraph.
5 61. Defendant admits the allegations contained in Paragraph 61 of the SAC.
6 62. As to the allegations contained in Paragraph 62 of the SAC, Defendant admits that a
7 true and correct copy of the Amendment is attached as Exhibit B to the SAC, but otherwise denies the
8 remaining allegations of this paragraph.
9 63. The allegations in Paragraph 63 of the SAC do not require a legal response. To the
10 extent Paragraph 63 of the SAC requires a response, Defendant admits that Plaintiff has requested a
11 judicial determination of the parties’ rights and obligations, but otherwise denies the remaining
12 allegations of this paragraph.
13 64. The allegations in Paragraph 64 of the SAC do not require a legal response. To the
14 extent Paragraph 64 of the SAC requires a response, Defendant admits that Plaintiff is seeking a
15 judicial declaration, but otherwise denies the remaining allegations of this paragraph.
16 65. The allegations in Paragraph 65 of the SAC do not require a legal response. To the
17 extent Paragraph 65 of the SAC requires a response, Defendant denies the allegations contained in
18 Paragraph 65 of the SAC.
19 66. The allegations in Paragraph 66 of the SAC do not require a legal response. To the
20 extent Paragraph 66 of the SAC requires a response, Defendant responds to Paragraph 66 of the SAC
21 by realleging and incorporating herein by reference Paragraphs 1 through 65 of this Answer.
22 67. As to the allegations contained in Paragraph 67 of the SAC, Defendant admits that
23 Lynn has in his possession or control the Partnership books and accounts, but otherwise denies the
24 remaining allegations of this paragraph.
25 68. The allegations in Paragraph 68 of the SAC do not require a legal response. To the
26 extent Paragraph 68 of the SAC requires a response, Defendant responds to Paragraph 68 of the SAC
27 by realleging and incorporating herein by reference Paragraphs 1 through 67 of this Answer.
28 69. Defendant admits the allegations contained in Paragraph 69 of the SAC.
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MOFFAT’S VERIFIED ANSWER TO THE VERIFIED SECOND AMENDED COMPLAINT
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DocuSign Envelope ID: 7D89D757-082C-4753-8A4F-2A6355179B52
1 70. Defendant denies the allegations contained in Paragraph 70 of the SAC.
2 71. As to the allegations contained in Paragraph 71 of the SAC, Defendant admits that a
3 true and correct copy of the Amendment is attached as Exhibit B to the SAC, but otherwise denies the
4 remaining allegations of this paragraph.
5 72. As to the allegations contained in Paragraph 72 of the SAC, Defendant admits that a
6 true and correct copy of the Partnership Agreement is attached as Exhibit A to the SAC, but otherwise
7 denies the remaining allegations of this paragraph.
8 73. As to the allegations contained in Paragraph 73 of the SAC, Defendant admits that a
9 true and correct copy of the Amendment is attached as Exhibit B to the SAC, but otherwise denies the
10 remaining allegations of this paragraph.
11 74. Defendant denies the allegations contained in Paragraph 74 of the SAC.
12 75. Defendant denies the allegations contained in Paragraph 75 of the SAC.
13 76. Defendant denies the allegations contained in Paragraph 76 of the SAC.
14 77. Defendant denies the allegations contained in Paragraph 77 of the SAC.
15 78. Defendant denies the allegations contained in Paragraph 78 of the SAC.
16 79. The allegations in Paragraph 79 of the SAC do not require a legal response. To the
17 extent Paragraph 79 of the SAC requires a response, Defendant responds to Paragraph 79 of the SAC
18 by realleging and incorporating herein by reference Paragraphs 1 through 78 of this Answer
19 80. Defendant admits the allegations contained in Paragraph 80 of the SAC.
20 81. Defendant admits the allegations contained in Paragraph 81 of the SAC.
21 82. As to the allegations contained in Paragraph 82 of the SAC, Defendant admits that the
22 Partnership performed on its obligations, but otherwise denies the remaining allegations of this
23 paragraph.
24 83. As to the allegations contained in Paragraph 83 of the SAC, Defendant admits that a
25 true and correct copy of the Amendment is attached as Exhibit B to the SAC, but otherwise denies the
26 remaining allegations of this paragraph.
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MOFFAT’S VERIFIED ANSWER TO THE VERIFIED SECOND AMENDED COMPLAINT
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DocuSign Envelope ID: 7D89D757-082C-4753-8A4F-2A6355179B52
1 84. As to the allegations contained in Paragraph 84 of the SAC, Defendant admits that a
2 true and correct copy of the Partnership Agreement is attached as Exhibit A to the SAC, but otherwise
3 denies the remaining allegations of this paragraph.
4 85. As to the allegations contained in Paragraph 85 of the SAC, Defendant admits that a
5 true and correct copy of the Amendment is attached as Exhibit B to the SAC, but otherwise denies the
6 remaining allegations of this paragraph.
7 86. As to the allegations contained in Paragraph 86 of the SAC, Defendant admits that a
8 true and correct copy of the Amendment is attached as Exhibit B to the SAC, but otherwise denies the
9 remaining allegations of this paragraph.
10 87. Defendant denies the allegations contained in Paragraph 87 of the SAC.
11 88. Defendant denies the allegations contained in Paragraph 88 of the SAC.
12 89. Defendant denies the allegations contained in Paragraph 89 of the SAC.
13 90. Defendant denies the allegations contained in Paragraph 90 of the SAC.
14 91. Defendant denies the allegations contained in Paragraph 91 of the SAC.
15 92. The allegations in Paragraph 92 of the SAC do not require a legal response. To the
16 extent Paragraph 92 of the SAC requires a response, Defendant responds to Paragraph 92 of the SAC
17 by realleging and incorporating herein by reference Paragraphs 1 through 91 of this Answer.
18 93. As to the allegations contained in Paragraph 93 of the SAC, Defendant admits that
19 Lynn’s duties and obligations as a general partners and limited partner of a limited partnership
20 organized in California are stated in the Uniform Limited Partnership Act of 2008, California
21 Corporations Code Section 15900, et seq., but otherwise denies the remaining allegations of this
22 paragraph.
23 94. As to the allegations contained in Paragraph 94 of the SAC, Defendant admits that her
24 duties and obligations as a general partner and limited partner of a limited partnership organized in
25 California are stated in the Uniform Limited Partnership Act of 2008, California Corporations Code
26 Section 15900, et seq., but otherwise denies the remaining allegations of this paragraph.
27 95. Defendant denies the allegations contained in Paragraph 95 of the SAC.
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MOFFAT’S VERIFIED ANSWER TO THE VERIFIED SECOND AMENDED COMPLAINT
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DocuSign Envelope ID: 7D89D757-082C-4753-8A4F-2A6355179B52
1 96. As to the allegations contained in Paragraph 96 of the SAC, Defendant lacks sufficient
2 information and belief in which to respond to these allegations and based thereon denies the
3 allegations contained in this paragraph.
4 97. Defendant denies the allegations contained in Paragraph 97 of the SAC.
5 98. Defendant denies the allegations contained in Paragraph 98 of the SAC.
6 99. Defendant denies the allegations contained in Paragraph 99 of the SAC.
7 100. Defendant denies the allegations contained in Paragraph 100 of the SAC.
8 101. Defendant denies the allegations contained in Paragraph 101 of the SAC.
9 102. Defendant denies the allegations contained in Paragraph 102 of the SAC.
10 103. The allegations in Paragraph 103 of the SAC do not require a legal response. To the
11 extent Paragraph 103 of the SAC requires a response, Defendant responds to Paragraph 103 of the
12 SAC by realleging and incorporating herein by reference Paragraphs 1 through 102 of this Answer.
13 104. As to the allegations contained in Paragraph 104 of the SAC, Defendant admits that
14 Lynn’s duties and obligations as a general partner and limited partner of a limited partnership
15 organized in California are stated in the Uniform Limited Partnership Act of 2008, California
16 Corporations Code Section 15900, et seq., but otherwise denies the remaining allegations of this
17 paragraph.
18 105. As to the allegations contained in Paragraph 105 of the SAC, Defendant admits that her
19 duties and obligations as a general partner and limited partner of a limited partnership organized in
20 California are stated in the Uniform Limited Partnership Act of 2008, California Corporations Code
21 Section 15900, et seq., but otherwise denies the remaining allegations of this paragraph.
22 106. Defendant denies the allegations contained in Paragraph 106 of the SAC.
23 107. As to the allegations contained in Paragraph 107 of the SAC, Defendant lacks sufficient
24 information and belief in which to respond to these allegations and based thereon denies the
25 allegations contained in this paragraph.
26 108. Defendant denies the allegations contained in Paragraph 108 of the SAC.
27 109. Defendant denies the allegations contained in Paragraph 109 of the SAC.
28 110. Defendant denies the allegations contained in Paragraph 110 of the SAC.
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MOFFAT’S VERIFIED ANSWER TO THE VERIFIED SECOND AMENDED COMPLAINT
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DocuSign Envelope ID: 7D89D757-082C-4753-8A4F-2A6355179B52
1 111. Defendant denies the allegations contained in Paragraph 111 of the SAC.
2 112. Defendant denies the allegations contained in Paragraph 112 of the SAC.
3 113. Defendant denies the allegations contained in Paragraph 113 of the SAC.
4 114. The allegations in Paragraph 114 of the SAC do not require a legal response. To the
5 extent Paragraph 114 of the SAC requires a response, Defendant responds to Paragraph 114 of the
6 SAC by realleging and incorporating herein by reference Paragraphs 1 through 113 of this Answer.
7 115. As to the allegations contained in Paragraph 115 of the SAC, Defendant admits that the
8 duties and obligations of general partners and limited partners of a limited partnership organized in
9 California are stated in the Uniform Limited Partnership Act of 2008, California Corporations Code
10 Section 15900, et seq., but otherwise denies the remaining allegations of this paragraph.
11 116. Defendant denies the allegations contained in Paragraph 116 of the SAC.
12 117. Defendant denies the allegations contained in Paragraph 117 of the SAC.
13 118. The allegations in Paragraph 118 of the SAC do not require a legal response. To the
14 extent Paragraph 118 of the SAC requires a response, Defendant responds to Paragraph 118 of the
15 SAC by realleging and incorporating herein by reference Paragraphs 1 through 117 of this Answer.
16 119. Defendant denies the allegations contained in Paragraph 119 of the SAC.
17 120. Defendant denies the allegations contained in Paragraph 120 of the SAC.
18 121. Defendant denies the allegations contained in Paragraph 121 of the SAC.
19 122. As to the allegations contained in Paragraph 122 of the SAC, Defendant lacks sufficient
20 information and belief in which to respond to these allegations and based thereon denies the
21 allegations contained in this paragraph.
22 123. Defendant denies the allegations contained in Paragraph 123 of the SAC.
23 124. Defendant denies the allegations contained in Paragraph 124 of the SAC.
24 125. Defendant denies the allegations contained in Paragraph 125 of the SAC.
25 126. Defendant denies the allegations contained in Paragraph 126 of the SAC.
26 127. As to the allegations contained in Paragraph 127 of the SAC, Defendant lacks sufficient
27 information and belief in which to respond to these allegations and based thereon denies the
28 allegations contained in this paragraph
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MOFFAT’S VERIFIED ANSWER TO THE VERIFIED SECOND AMENDED COMPLAINT
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DocuSign Envelope ID: 7D89D757-082C-4753-8A4F-2A6355179B52
1 128. Defendant denies the allegations contained in Paragraph 128 of the SAC.
2 129. Defendant denies the allegations contained in Paragraph 129 of the SAC.
3 130. The allegations in Paragraph 130 of the SAC do not require a legal response. To the
4 extent Paragraph 130 of the SAC requires a response, Defendant responds to Paragraph 130 of the
5 SAC by realleging and incorporating herein by reference Paragraphs 1 through 129 of this Answer.
6 131. Defendant denies the allegations contained in Paragraph 131 of the SAC.
7 132. Defendant denies the allegations contained in Paragraph 132 of the SAC.
8 133. Defendant denies the allegations contained in Paragraph 133 of the SAC.
9 134. As to the allegations contained in Paragraph 134 of the SAC, Defendant lacks sufficient
10 information and belief in which to respond to these allegations and based thereon denies the
11 allegations contained in this paragraph.
12 135. Defendant denies the allegations contained in Paragraph 135 of the SAC.
13 136. Defendant denies the allegations contained in Paragraph 136 of the SAC.
14 137. Defendant denies the allegations contained in Paragraph 137 of the SAC.
15 138. Defendant denies the allegations contained in Paragraph 138 of the SAC.
16 139. As to the allegations contained in Paragraph 139 of the SAC, Defendant lacks sufficient
17 information and belief in which to respond to these allegations and based thereon denies the
18 allegations contained in this paragraph.
19 140. Defendant denies the allegations contained in Paragraph 140 of the SAC.
20 141. The allegations in Paragraph 141 of the SAC do not require a legal response. To the
21 extent Paragraph 141 of the SAC requires a response, Defendant responds to Paragraph 141 of the
22 SAC by realleging and incorporating herein by reference Paragraphs 1 through 140 of this Answer.
23 142. Defendant denies the allegations contained in Paragraph 142 of the SAC.
24 143. Defendant denies the allegations contained in Paragraph 143 of the SAC.
25 144. As to the allegations contained in Paragraph 144 of the SAC, Defendant lacks sufficient
26 information and belief in which to respond to these allegations and based thereon denies the
27 allegations contained in this paragraph.
28 145. Defendant denies the allegations contained in Paragraph 145 of the SAC.
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MOFFAT’S VERIFIED ANSWER TO THE VERIFIED SECOND AMENDED COMPLAINT
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DocuSign Envelope ID: 7D89D757-082C-4753-8A4F-2A6355179B52
1 146. Defendant denies the allegations contained in Paragraph 146 of the SAC.
2 147. As to the allegations contained in Paragraph 147 of the SAC, Defendant lacks sufficient
3 information and belief in which to respond to these allegations and based thereon denies the
4 allegations contained in this paragraph.
5 148. As to the allegations contained in Paragraph 148 of the SAC, Defendant lacks sufficient
6 information and belief in which to respond to these allegations and based thereon denies the
7 allegations contained in this paragraph.
8 149. Defendant denies the allegations contained in Paragraph 149 of the SAC.
9 150. Defendant denies the allegations contained in Paragraph 150 of the SAC.
10 151. Defendant denies the allegations contained in Paragraph 151 of the SAC
11 152. As to the allegations contained in Paragraph 152 of the SAC, Defendant lacks sufficient
12 information and belief in which to respond to these allegations and based thereon denies the
13 allegations contained in this paragraph.
14 153. Defendant denies the allegations contained in Paragraph 153 of the SAC
15 Under Plaintiff’s “Prayer For Relief”, Defendant denies each and every prayer for relief
16 numbers 1 through 8, inclusive, asserted by Plaintiff.
17 AFFIRMATIVE DEFENSES
18 As a first affirmative defense to Plaintiff’s SAC and to each cause of action alleged therein,
19 Defendant alleges that the SAC fails to state facts sufficient to constitute a cause of action upon which
20 any of the relief sought by Plaintiff can be granted in law or equity, including, without limitation,
21 compensatory or punitive damages, attorneys’ fees or costs.
22 As a second affirmative defense to Plaintiff’s SAC and to each cause of action alleged therein,
23 Defendant alleges that Plaintiff’s claims are barred by the doctrine of estoppel, due to Plaintiff’s own
24 acts and omissions.
25 As a third affirmative defense to Plaintiff’s SAC and to each cause of action alleged therein,
26 Defendant alleges that Plaintiff’s claims are barred by the doctrine of waiver, due to Plaintiff’s own
27 acts and omissions.
28
14
MOFFAT’S VERIFIED ANSWER TO THE VERIFIED SECOND AMENDED COMPLAINT
II
DocuSign Envelope ID: 7D89D757-082C-4753-8A4F-2A6355179B52
1 As a fourth affirmative defense to Plaintiff’s SAC and to each cause of action alleged therein,
2 Defendant alleges that Plaintiff’s claims are barred by the doctrine of laches, due to Plaintiff’s own
3 acts and omissions.
4 As a fifth affirmative defense to Plaintiff’s SAC and to each cause of action alleged therein,
5 Defendant alleges that Plaintiff’s claims are barred in whole or in part because Plaintiff is guilty of
6 unclean hands.
7 As a sixth affirmative defense to Plaintiff’s SAC and to each cause of action alleged therein,
8 Defendant alleges that Plaintiff has failed to take reasonable steps to mitigate the amount of Plaintiff’s
9 and the Partnership’s damages, if any.
10 As a seventh affirmative defense to Plaintiff’s SAC and to each cause of action alleged therein,
11 Defendant alleges that if Plaintiff or the Partnership are entitled to recover any damages or relief under
12 the SAC, said recovery must be set off against the damages which Defendant is entitled to recover
13 because of Plaintiff’s breaches of duty and other wrongful acts.
14 As an eighth affirmative defense to Plaintiff’s SAC and to each cause of action alleged therein,
15 Defendant alleges that Plaintiff has failed to satisfy the terms, conditions and covenants in the
16 Partnership Agreement and its Amendment, and is in material breach of the Partnership Agreement
17 and its Amendment alleged in the SAC, and such material failures and breaches relieve Defendant of
18 any liability.
19 As a ninth affirmative defense to Plaintiff’s SAC and to each cause of action alleged therein,
20 Defendant alleges that the acts and conduct alleged therein were privileged and justified.
21 As a tenth affirmative defense to Plaintiff’s SAC and to each cause of action alleged therein,
22 Defendant alleges that the claims are barred by the applicable statutes of limitations.
23 As an eleventh affirmative defense to Plaintiff’s S
Preview
II DocuSign Envelope ID: 7D89D757-082C-4753-8A4F-2A6355179B52 1 Michael Shklovsky, Esq. (Bar No. 255893) ANDERSON ZEIGLER 2 A Professional Corporation 50 Old Courthouse Square, 5th Floor 3 Santa Rosa, CA 95404 Telephone: 707/545-4910 4 Facsimile: 707/544-0260 Email: mshklovsky@andersonzeigler.com 5 Attorneys for Defendant Kelly Moffat 6 7 SUPERIOR COURT, SONOMA COUNTY, CALIFORNIA 8 Case No. SCV-268905 9 SEAN DUGGAN, an individual, on his own behalf and derivatively on behalf of DEFENDANT KELLY MOFFAT’S VERIFIED A PROFESSIONAL CORPORATION, ATTORNEYS AT LAW P.O. BOX 1498, SANTA ROSA, CALIFORNIA 95402-1498 10 The Duggan Family Limited ANSWER TO VERIFIED SECOND AMENDED Partnership; COMPLAINT TEL (707) 545-4910 FAX (707) 544-0260 11 ANDERSON ZEIGLER Plaintiff, 12 vs. [UNLIMITED CIVIL] 13 LYNN DUGGAN, an individual; Jury Trial Demanded KELLY MOFFAT, an individual, and 14 DOES 1 through 25, inclusive, ASSIGNED FOR ALL PURPOSES: 15 Defendants, Judge: Bradford DeMeo Department: 17 16 - and - 17 THE DUGGAN FAMILY LIMITED PARTNERSHIP, a California Limited 18 Partnership, 19 Nominal Defendant. 20 21 22 23 24 25 26 27 28 1 MOFFAT’S VERIFIED ANSWER TO THE VERIFIED SECOND AMENDED COMPLAINT II DocuSign Envelope ID: 7D89D757-082C-4753-8A4F-2A6355179B52 1 Defendant Kelly Moffat (“Defendant” or “Kelly”), answers the Verified Second Amended 2 Complaint (“SAC”) on file herein as follows: 3 1. As to Paragraph 1 of the SAC, Defendant admits that she and Lynn Duggan (“Lynn”) 4 are limited and general partners of the Duggan Family Limited Partnership (“Partnership”), but 5 otherwise denies the remaining allegations of this paragraph. 6 2. As to of Paragraph 2 of the SAC, Defendant denies that the only way to pay back the 7 Partnerships loan was for the Partnership to repay the bank, and admits the remaining allegations of 8 this paragraph. 9 3. Defendant denies the allegations of Paragraph 3 of the SAC. 10 4. As to Paragraph 4 of the SAC, Defendant admits that she purchased a portion of Lynn 11 Duggan’s General Partner (“G.P.”) interest, but otherwise denies the remaining allegations of this 12 paragraph. 13 5. Defendant denies the allegations of Paragraph 5 of the SAC. 14 6. As to Paragraph 6 of the SAC, Defendant admits that Lynn informed Plaintiff of his 15 intention to sell a G.P. percentage point to Defendant; that Plaintiff objected; that Lynn temporarily 16 rescinded the sale and then in May 2021, the Partnership’s attorney notified Plaintiff that he revived 17 the transaction with Defendant, and that Plaintiff objected; but otherwise denies the remaining 18 allegations of this paragraph. 19 7. As to Paragraph 7 of the SAC, Defendant admits that on July 21, 2021, Lynn informed 20 Plaintiff that the mortgage on Lakeside Shopping Center had been paid in full as of July 21, 2021; that 21 the repayment funds came entirely from private funding; that no Partnership assets were used as 22 collateral for the payoff and that consequently, the First Amendment to the Partnership Agreement was 23 rendered moot; but otherwise denies the remaining allegations of this paragraph. 24 8. As to Paragraph 8 of the SAC, Defendant denies the first sentence of this paragraph, 25 and lacks sufficient information and belief as to the remaining allegations and based upon such lack of 26 information and belief, denies the remaining allegations. 27 9. As to Paragraph 9 of the SAC, Defendant admits that she wired the payoff funds to 28 Poppy Bank per Scott Shapiro of Poppy Bank’s instructions; admits that Lynn agreed to pay her back 2 MOFFAT’S VERIFIED ANSWER TO THE VERIFIED SECOND AMENDED COMPLAINT II DocuSign Envelope ID: 7D89D757-082C-4753-8A4F-2A6355179B52 1 with proceeds from sale of Partnership Property if distributed pursuant to the terms of the Partnership 2 Agreement, the sale of Lynn’s own home, or by July 21, 2026; but otherwise denies the remaining 3 allegations of this paragraph. 4 10. Defendant denies the allegations of Paragraph 10 of the SAC. 5 11. Defendant admits the allegations of Paragraph 11 of the SAC. 6 12. Defendant admits the allegations of the first sentence of Paragraph 12 of the SAC, and 7 admits that she purchased a 1.0% G.P. interest from Lynn, who now holds a 2% G.P. interest and a 8 32.333334% limited partner (“L.P.”) interest, but otherwise denies the remaining allegations of this 9 paragraph and footnote 1. 10 13. Defendant admits the allegations contained in the first sentence of Paragraph 13 of the 11 SAC and admits that Defendant is a Limited Partner holding a one-third L.P. interest and a 1.0% G.P. 12 interest, but otherwise denies the remaining allegations of this paragraph. 13 14. Defendant admits the allegations of Paragraph 14 of the SAC. 14 15. The allegations in Paragraph 15 of the SAC do not require a legal response. To the 15 extent Paragraph 15 of the SAC requires a response, Defendant lacks sufficient information and belief 16 in which to admit or deny the allegations contained in Paragraph 15 of the SAC and based thereon 17 denies said allegations. 18 16. Defendant admits the allegations of Paragraph 16 of the SAC. 19 17. Defendant admits the allegations of Paragraph 17 of the SAC. 20 18. Defendant admits the allegations of Paragraph 18 of the SAC. 21 19. Defendant admits the allegations of Paragraph 19 of the SAC. 22 20. Defendant admits the allegations of Paragraph 20 of the SAC except to the description 23 of the Partnership Property, which is incorrect, and admits the allegations contained in footnote 2 of 24 the SAC. 25 21. Defendant admits the allegations of Paragraph 21 of the SAC. 26 22. As to Paragraph 22 of the SAC, Defendant admits that Exhibit A to the Amendment 27 was a true and correct copy of the Bank Note which was to be signed by the Partnership, but otherwise 28 denies the remaining allegations of this paragraph. 3 MOFFAT’S VERIFIED ANSWER TO THE VERIFIED SECOND AMENDED COMPLAINT II DocuSign Envelope ID: 7D89D757-082C-4753-8A4F-2A6355179B52 1 23. As to Paragraph 23 of the SAC, Defendant admits that Exhibit A to the Amendment is a 2 true and correct copy of the note to be signed by the Partnership, but otherwise denies the remaining 3 allegations of this paragraph. 4 24. As to Paragraph 24 of the SAC, Defendant admits that the Partners approved a loan by 5 the Partnership to Lynn in the principal sum of $510,000.00; that Lynn paid the attorney’s fees 6 incurred by Plaintiff and Defendant in negotiating the Amendment; and that Exhibit B to the 7 Amendment was a true and correct copy of the note which Lynn signed; but otherwise denies the 8 remaining allegations of this paragraph. 9 25. As to Paragraph 25 of the SAC, Defendant admits that Exhibit B to the SAC is a true 10 and correct copy of the First Amendment, but otherwise denies the remaining allegations of this 11 paragraph and footnote 3. 12 26. As to Paragraph 26 of the SAC, Defendant admits that a true and correct copy of the 13 G.P. Note signed by Defendant is attached to the Amendment as Exhibit B, but otherwise denies the 14 remaining allegations of this paragraph. 15 27. As to Paragraph 27 of the SAC, Defendant admits that a true and correct copy of the 16 Amendment is attached to the SAC as Exhibit B, but otherwise denies the remaining allegations of this 17 paragraph. 18 28. As to Paragraph 28 of the SAC, Defendant admits that a true and correct copy of the 19 Amendment is attached to the SAC as Exhibit B, but otherwise denies the remaining allegations of this 20 paragraph. 21 29. Defendant denies the allegations of Paragraph 29 of the SAC. 22 30. As to Paragraph 30 of the SAC, Defendant admits that Lynn informed her and Plaintiff 23 that due to the economic impact of the COVID Pandemic regular distributions to the Partners would 24 be halted and sporadic distributions occurred thereafter, but otherwise denies the remaining allegations 25 of this paragraph. 26 31. As to Paragraph 31 of the SAC, Defendant admits that Lynn informed her and Sean that 27 Lynn would be crediting his management fee of $2,000 and paying the remaining $921.38 by personal 28 4 MOFFAT’S VERIFIED ANSWER TO THE VERIFIED SECOND AMENDED COMPLAINT II DocuSign Envelope ID: 7D89D757-082C-4753-8A4F-2A6355179B52 1 check to the Partnership when the regular distributions to the partners ceased, but otherwise denies the 2 remaining allegations of this paragraph. 3 32. As to Paragraph 32 of the SAC, Defendant admits that on January 8, 2021, Lynn 4 informed Plaintiff that he had agreed to sell a 1.0% G.P. interest to Kelly for estate planning purposes 5 and sent Plaintiff a fully executed copy of the Agreement of Purchase and Sale of General Partner 6 Interest which states that payment of $125,000.00 will be made on January 15, 2021, but otherwise 7 denies the remaining allegations of this paragraph. 8 33. As to Paragraph 33 of the SAC, Defendant admits that on January 15, 2021, Plaintiff 9 objected to the January 2021 PSA and sent a written Notice of Default to Defendant and Lynn, but 10 otherwise denies the remaining allegations of this paragraph. 11 34. As to Paragraph 34 of the SAC, Defendant admits that counsel sent a letter to Plaintiff 12 dated January 21, 2021, a true and correct copy of which is attached hereto as Exhibit A and 13 incorporated herein by reference, but otherwise denies the remaining allegations of this paragraph. 14 35. As to Paragraph 35 of the SAC, Defendant admits that Plaintiff’s counsel sent a letter 15 dated January 29, 2021, a true and correct copy of which is attached hereto as Exhibit B and 16 incorporated herein by reference, but otherwise denies the remaining allegations of this paragraph and 17 footnote 4. 18 36. As to Paragraph 36 of the SAC, Defendant admits that Plaintiff’s counsel sent a letter 19 dated January 29, 2021, a true and correct copy of which is attached hereto as Exhibit B and 20 incorporated herein by reference, but otherwise denies the remaining allegations of this paragraph. 21 37. As to Paragraph 37 of the SAC, Defendant admits that on January 30, 2021, Lynn’s 22 counsel informed Plaintiff’s counsel that Defendant and Lynn agreed to temporarily rescind the sale of 23 the 1% interest, but otherwise denies the remaining allegations of this paragraph. 24 38. As to Paragraph 38 of the SAC, Defendant admits that on January 27, 2021, Plaintiff 25 requested copies of documents relating to the Bank Loan and G.P. Loan including Exhibits C and D 26 from the legal counsel for the Partnership, but otherwise denies the remaining allegations of this 27 paragraph. 28 5 MOFFAT’S VERIFIED ANSWER TO THE VERIFIED SECOND AMENDED COMPLAINT II DocuSign Envelope ID: 7D89D757-082C-4753-8A4F-2A6355179B52 1 39. As to Paragraph 39 of the SAC, Defendant admits that Plaintiff’s counsel sent a notice 2 of default on April 5, 2021, and lacks sufficient information and belief in which to admit or deny the 3 remaining allegations and based thereon denies the remaining allegations of this paragraph. 4 40. Defendant denies the allegations in Paragraph 40 of the SAC and footnote 5. 5 41. As to Paragraph 41 of the SAC, Defendant admits that Lynn paid the G.P. Note by 6 crediting his $2,000 monthly management fee toward the payment of the note and paying the 7 Partnership $921.38 with a personal check, but otherwise denies the remaining allegations of this 8 paragraph. 9 42. Defendant denies the allegations in Paragraph 42 of the SAC. 10 43. As to Paragraph 43 of the SAC, Defendant admits that Plaintiff’s counsel emailed the 11 Partnership’s counsel on April 23, 2021, and demanded “two immediate actions on Sean Duggan’s 12 behalf: (1) As Sean has not revoked, rescinded or approved modification of the automatic payment of 13 the GP loan from limited partnership net income, ratable distributions to all Limited Partners pursuant 14 to the partnership agreement; and (2) written confirmation that the proposed transfer and sale of a 1% 15 GP interest from Lynn Duggan to Kelly Moffat was and remains, rescinded, and that no further such 16 actions have been taken or attempted by the GP,” but otherwise denies the remaining allegations of 17 this paragraph. 18 44. As to Paragraph 44 of the SAC, Defendant admits that the Partnership’s counsel wrote 19 a letter to Plaintiff’s counsel dated April 29, 2021, a true and correct copy of which is attached hereto 20 as Exhibit C and incorporated herein by reference, but otherwise denies the remaining allegations of 21 this paragraph. 22 45. As to Paragraph 45 of the SAC, Defendant admits that the Partnership’s counsel wrote 23 a letter to Plaintiff’s counsel dated April 29, 2021, a true and correct copy of which is attached hereto 24 as Exhibit C and incorporated herein by reference, and admits that Defendant and Lynn executed the 25 May 2021 PSA with a purchase price for the 1% G.P. interest of $125,000.00 payable in cash, but 26 otherwise denies the remaining allegations of this paragraph. 27 46. As to Paragraph 46 of the SAC, Defendant admits that on May 27, 2021, Plaintiff’s 28 counsel notified the Partnership’s counsel of her opinion that the May 2021 PSA materially altered the 6 MOFFAT’S VERIFIED ANSWER TO THE VERIFIED SECOND AMENDED COMPLAINT II DocuSign Envelope ID: 7D89D757-082C-4753-8A4F-2A6355179B52 1 terms of the Amendment and was a breach of the Amendment and therefore a default of the Bank Note 2 and the G.P. Note, but otherwise denies the remaining allegations of this paragraph. 3 47. As to Paragraph 47 of the SAC, Defendant lacks sufficient information and belief in 4 which to respond to the allegations contained in this paragraph and based thereon denies the 5 allegations in this paragraph. 6 48. As to Paragraph 48 of the SAC, Defendant admits that he sold 1% of his G.P. interest to 7 Kelly, but otherwise denies the remaining allegations of this paragraph. 8 49. As to Paragraph 49 of the SAC, Defendant admits that Exhibit A to the SAC is a true 9 and correct copy of the Partnership Agreement, but otherwise denies the remaining allegations of this 10 paragraph. 11 50. Defendant denies the allegations contained in Paragraph 50 of the SAC. 12 51. Defendant denies the allegations contained in Paragraph 51 of the SAC. 13 52. As to the allegations of Paragraph 52 of the SAC, Defendant admits that she refinanced 14 her family home in order to lend Lynn the funds to pay off the G.P. Note, but otherwise denies the 15 remaining allegations of this paragraph. 16 53. As to the allegations of Paragraph 53 of the SAC, Defendant admits that the term of the 17 Moffat Loan is the earlier of the sale of the Partnership Property and distribution pursuant to the terms 18 of the Partnership Agreement, sale of Lynn’s personal home, or July 21, 2026, but otherwise denies 19 the remaining allegations of this paragraph. 20 54. Defendant denies the allegations contained in Paragraph 54 of the SAC. 21 55. As to the allegations of Paragraph 55 of the SAC, Defendant admits that pages 78 22 through 95 of Exhibit C to the SAC are true and correct copies of the loan documents between her and 23 Lynn, but otherwise denies the remaining allegations of this paragraph. 24 56. The allegations in Paragraph 56 of the SAC do not require a legal response. To the 25 extent Paragraph 15 of the SAC requires a response, Defendant responds to Paragraph 56 of the SAC 26 by realleging and incorporating herein by reference Paragraphs 1 through 55 of this Answer. 27 57. Defendant admits the allegations contained in Paragraph 57 of the SAC. 28 58. Defendant admits the allegations contained in Paragraph 58 of the SAC. 7 MOFFAT’S VERIFIED ANSWER TO THE VERIFIED SECOND AMENDED COMPLAINT II DocuSign Envelope ID: 7D89D757-082C-4753-8A4F-2A6355179B52 1 59. Defendant admits the allegations contained in Paragraph 59 of the SAC. 2 60. The allegations in Paragraph 60 of the SAC do not require a legal response. To the 3 extent Paragraph 15 of the SAC requires a response, Defendant admits that Plaintiff has made 4 contentions which are incorrect, but otherwise denies the allegations in this paragraph. 5 61. Defendant admits the allegations contained in Paragraph 61 of the SAC. 6 62. As to the allegations contained in Paragraph 62 of the SAC, Defendant admits that a 7 true and correct copy of the Amendment is attached as Exhibit B to the SAC, but otherwise denies the 8 remaining allegations of this paragraph. 9 63. The allegations in Paragraph 63 of the SAC do not require a legal response. To the 10 extent Paragraph 63 of the SAC requires a response, Defendant admits that Plaintiff has requested a 11 judicial determination of the parties’ rights and obligations, but otherwise denies the remaining 12 allegations of this paragraph. 13 64. The allegations in Paragraph 64 of the SAC do not require a legal response. To the 14 extent Paragraph 64 of the SAC requires a response, Defendant admits that Plaintiff is seeking a 15 judicial declaration, but otherwise denies the remaining allegations of this paragraph. 16 65. The allegations in Paragraph 65 of the SAC do not require a legal response. To the 17 extent Paragraph 65 of the SAC requires a response, Defendant denies the allegations contained in 18 Paragraph 65 of the SAC. 19 66. The allegations in Paragraph 66 of the SAC do not require a legal response. To the 20 extent Paragraph 66 of the SAC requires a response, Defendant responds to Paragraph 66 of the SAC 21 by realleging and incorporating herein by reference Paragraphs 1 through 65 of this Answer. 22 67. As to the allegations contained in Paragraph 67 of the SAC, Defendant admits that 23 Lynn has in his possession or control the Partnership books and accounts, but otherwise denies the 24 remaining allegations of this paragraph. 25 68. The allegations in Paragraph 68 of the SAC do not require a legal response. To the 26 extent Paragraph 68 of the SAC requires a response, Defendant responds to Paragraph 68 of the SAC 27 by realleging and incorporating herein by reference Paragraphs 1 through 67 of this Answer. 28 69. Defendant admits the allegations contained in Paragraph 69 of the SAC. 8 MOFFAT’S VERIFIED ANSWER TO THE VERIFIED SECOND AMENDED COMPLAINT II DocuSign Envelope ID: 7D89D757-082C-4753-8A4F-2A6355179B52 1 70. Defendant denies the allegations contained in Paragraph 70 of the SAC. 2 71. As to the allegations contained in Paragraph 71 of the SAC, Defendant admits that a 3 true and correct copy of the Amendment is attached as Exhibit B to the SAC, but otherwise denies the 4 remaining allegations of this paragraph. 5 72. As to the allegations contained in Paragraph 72 of the SAC, Defendant admits that a 6 true and correct copy of the Partnership Agreement is attached as Exhibit A to the SAC, but otherwise 7 denies the remaining allegations of this paragraph. 8 73. As to the allegations contained in Paragraph 73 of the SAC, Defendant admits that a 9 true and correct copy of the Amendment is attached as Exhibit B to the SAC, but otherwise denies the 10 remaining allegations of this paragraph. 11 74. Defendant denies the allegations contained in Paragraph 74 of the SAC. 12 75. Defendant denies the allegations contained in Paragraph 75 of the SAC. 13 76. Defendant denies the allegations contained in Paragraph 76 of the SAC. 14 77. Defendant denies the allegations contained in Paragraph 77 of the SAC. 15 78. Defendant denies the allegations contained in Paragraph 78 of the SAC. 16 79. The allegations in Paragraph 79 of the SAC do not require a legal response. To the 17 extent Paragraph 79 of the SAC requires a response, Defendant responds to Paragraph 79 of the SAC 18 by realleging and incorporating herein by reference Paragraphs 1 through 78 of this Answer 19 80. Defendant admits the allegations contained in Paragraph 80 of the SAC. 20 81. Defendant admits the allegations contained in Paragraph 81 of the SAC. 21 82. As to the allegations contained in Paragraph 82 of the SAC, Defendant admits that the 22 Partnership performed on its obligations, but otherwise denies the remaining allegations of this 23 paragraph. 24 83. As to the allegations contained in Paragraph 83 of the SAC, Defendant admits that a 25 true and correct copy of the Amendment is attached as Exhibit B to the SAC, but otherwise denies the 26 remaining allegations of this paragraph. 27 28 9 MOFFAT’S VERIFIED ANSWER TO THE VERIFIED SECOND AMENDED COMPLAINT II DocuSign Envelope ID: 7D89D757-082C-4753-8A4F-2A6355179B52 1 84. As to the allegations contained in Paragraph 84 of the SAC, Defendant admits that a 2 true and correct copy of the Partnership Agreement is attached as Exhibit A to the SAC, but otherwise 3 denies the remaining allegations of this paragraph. 4 85. As to the allegations contained in Paragraph 85 of the SAC, Defendant admits that a 5 true and correct copy of the Amendment is attached as Exhibit B to the SAC, but otherwise denies the 6 remaining allegations of this paragraph. 7 86. As to the allegations contained in Paragraph 86 of the SAC, Defendant admits that a 8 true and correct copy of the Amendment is attached as Exhibit B to the SAC, but otherwise denies the 9 remaining allegations of this paragraph. 10 87. Defendant denies the allegations contained in Paragraph 87 of the SAC. 11 88. Defendant denies the allegations contained in Paragraph 88 of the SAC. 12 89. Defendant denies the allegations contained in Paragraph 89 of the SAC. 13 90. Defendant denies the allegations contained in Paragraph 90 of the SAC. 14 91. Defendant denies the allegations contained in Paragraph 91 of the SAC. 15 92. The allegations in Paragraph 92 of the SAC do not require a legal response. To the 16 extent Paragraph 92 of the SAC requires a response, Defendant responds to Paragraph 92 of the SAC 17 by realleging and incorporating herein by reference Paragraphs 1 through 91 of this Answer. 18 93. As to the allegations contained in Paragraph 93 of the SAC, Defendant admits that 19 Lynn’s duties and obligations as a general partners and limited partner of a limited partnership 20 organized in California are stated in the Uniform Limited Partnership Act of 2008, California 21 Corporations Code Section 15900, et seq., but otherwise denies the remaining allegations of this 22 paragraph. 23 94. As to the allegations contained in Paragraph 94 of the SAC, Defendant admits that her 24 duties and obligations as a general partner and limited partner of a limited partnership organized in 25 California are stated in the Uniform Limited Partnership Act of 2008, California Corporations Code 26 Section 15900, et seq., but otherwise denies the remaining allegations of this paragraph. 27 95. Defendant denies the allegations contained in Paragraph 95 of the SAC. 28 10 MOFFAT’S VERIFIED ANSWER TO THE VERIFIED SECOND AMENDED COMPLAINT II DocuSign Envelope ID: 7D89D757-082C-4753-8A4F-2A6355179B52 1 96. As to the allegations contained in Paragraph 96 of the SAC, Defendant lacks sufficient 2 information and belief in which to respond to these allegations and based thereon denies the 3 allegations contained in this paragraph. 4 97. Defendant denies the allegations contained in Paragraph 97 of the SAC. 5 98. Defendant denies the allegations contained in Paragraph 98 of the SAC. 6 99. Defendant denies the allegations contained in Paragraph 99 of the SAC. 7 100. Defendant denies the allegations contained in Paragraph 100 of the SAC. 8 101. Defendant denies the allegations contained in Paragraph 101 of the SAC. 9 102. Defendant denies the allegations contained in Paragraph 102 of the SAC. 10 103. The allegations in Paragraph 103 of the SAC do not require a legal response. To the 11 extent Paragraph 103 of the SAC requires a response, Defendant responds to Paragraph 103 of the 12 SAC by realleging and incorporating herein by reference Paragraphs 1 through 102 of this Answer. 13 104. As to the allegations contained in Paragraph 104 of the SAC, Defendant admits that 14 Lynn’s duties and obligations as a general partner and limited partner of a limited partnership 15 organized in California are stated in the Uniform Limited Partnership Act of 2008, California 16 Corporations Code Section 15900, et seq., but otherwise denies the remaining allegations of this 17 paragraph. 18 105. As to the allegations contained in Paragraph 105 of the SAC, Defendant admits that her 19 duties and obligations as a general partner and limited partner of a limited partnership organized in 20 California are stated in the Uniform Limited Partnership Act of 2008, California Corporations Code 21 Section 15900, et seq., but otherwise denies the remaining allegations of this paragraph. 22 106. Defendant denies the allegations contained in Paragraph 106 of the SAC. 23 107. As to the allegations contained in Paragraph 107 of the SAC, Defendant lacks sufficient 24 information and belief in which to respond to these allegations and based thereon denies the 25 allegations contained in this paragraph. 26 108. Defendant denies the allegations contained in Paragraph 108 of the SAC. 27 109. Defendant denies the allegations contained in Paragraph 109 of the SAC. 28 110. Defendant denies the allegations contained in Paragraph 110 of the SAC. 11 MOFFAT’S VERIFIED ANSWER TO THE VERIFIED SECOND AMENDED COMPLAINT II DocuSign Envelope ID: 7D89D757-082C-4753-8A4F-2A6355179B52 1 111. Defendant denies the allegations contained in Paragraph 111 of the SAC. 2 112. Defendant denies the allegations contained in Paragraph 112 of the SAC. 3 113. Defendant denies the allegations contained in Paragraph 113 of the SAC. 4 114. The allegations in Paragraph 114 of the SAC do not require a legal response. To the 5 extent Paragraph 114 of the SAC requires a response, Defendant responds to Paragraph 114 of the 6 SAC by realleging and incorporating herein by reference Paragraphs 1 through 113 of this Answer. 7 115. As to the allegations contained in Paragraph 115 of the SAC, Defendant admits that the 8 duties and obligations of general partners and limited partners of a limited partnership organized in 9 California are stated in the Uniform Limited Partnership Act of 2008, California Corporations Code 10 Section 15900, et seq., but otherwise denies the remaining allegations of this paragraph. 11 116. Defendant denies the allegations contained in Paragraph 116 of the SAC. 12 117. Defendant denies the allegations contained in Paragraph 117 of the SAC. 13 118. The allegations in Paragraph 118 of the SAC do not require a legal response. To the 14 extent Paragraph 118 of the SAC requires a response, Defendant responds to Paragraph 118 of the 15 SAC by realleging and incorporating herein by reference Paragraphs 1 through 117 of this Answer. 16 119. Defendant denies the allegations contained in Paragraph 119 of the SAC. 17 120. Defendant denies the allegations contained in Paragraph 120 of the SAC. 18 121. Defendant denies the allegations contained in Paragraph 121 of the SAC. 19 122. As to the allegations contained in Paragraph 122 of the SAC, Defendant lacks sufficient 20 information and belief in which to respond to these allegations and based thereon denies the 21 allegations contained in this paragraph. 22 123. Defendant denies the allegations contained in Paragraph 123 of the SAC. 23 124. Defendant denies the allegations contained in Paragraph 124 of the SAC. 24 125. Defendant denies the allegations contained in Paragraph 125 of the SAC. 25 126. Defendant denies the allegations contained in Paragraph 126 of the SAC. 26 127. As to the allegations contained in Paragraph 127 of the SAC, Defendant lacks sufficient 27 information and belief in which to respond to these allegations and based thereon denies the 28 allegations contained in this paragraph 12 MOFFAT’S VERIFIED ANSWER TO THE VERIFIED SECOND AMENDED COMPLAINT II DocuSign Envelope ID: 7D89D757-082C-4753-8A4F-2A6355179B52 1 128. Defendant denies the allegations contained in Paragraph 128 of the SAC. 2 129. Defendant denies the allegations contained in Paragraph 129 of the SAC. 3 130. The allegations in Paragraph 130 of the SAC do not require a legal response. To the 4 extent Paragraph 130 of the SAC requires a response, Defendant responds to Paragraph 130 of the 5 SAC by realleging and incorporating herein by reference Paragraphs 1 through 129 of this Answer. 6 131. Defendant denies the allegations contained in Paragraph 131 of the SAC. 7 132. Defendant denies the allegations contained in Paragraph 132 of the SAC. 8 133. Defendant denies the allegations contained in Paragraph 133 of the SAC. 9 134. As to the allegations contained in Paragraph 134 of the SAC, Defendant lacks sufficient 10 information and belief in which to respond to these allegations and based thereon denies the 11 allegations contained in this paragraph. 12 135. Defendant denies the allegations contained in Paragraph 135 of the SAC. 13 136. Defendant denies the allegations contained in Paragraph 136 of the SAC. 14 137. Defendant denies the allegations contained in Paragraph 137 of the SAC. 15 138. Defendant denies the allegations contained in Paragraph 138 of the SAC. 16 139. As to the allegations contained in Paragraph 139 of the SAC, Defendant lacks sufficient 17 information and belief in which to respond to these allegations and based thereon denies the 18 allegations contained in this paragraph. 19 140. Defendant denies the allegations contained in Paragraph 140 of the SAC. 20 141. The allegations in Paragraph 141 of the SAC do not require a legal response. To the 21 extent Paragraph 141 of the SAC requires a response, Defendant responds to Paragraph 141 of the 22 SAC by realleging and incorporating herein by reference Paragraphs 1 through 140 of this Answer. 23 142. Defendant denies the allegations contained in Paragraph 142 of the SAC. 24 143. Defendant denies the allegations contained in Paragraph 143 of the SAC. 25 144. As to the allegations contained in Paragraph 144 of the SAC, Defendant lacks sufficient 26 information and belief in which to respond to these allegations and based thereon denies the 27 allegations contained in this paragraph. 28 145. Defendant denies the allegations contained in Paragraph 145 of the SAC. 13 MOFFAT’S VERIFIED ANSWER TO THE VERIFIED SECOND AMENDED COMPLAINT II DocuSign Envelope ID: 7D89D757-082C-4753-8A4F-2A6355179B52 1 146. Defendant denies the allegations contained in Paragraph 146 of the SAC. 2 147. As to the allegations contained in Paragraph 147 of the SAC, Defendant lacks sufficient 3 information and belief in which to respond to these allegations and based thereon denies the 4 allegations contained in this paragraph. 5 148. As to the allegations contained in Paragraph 148 of the SAC, Defendant lacks sufficient 6 information and belief in which to respond to these allegations and based thereon denies the 7 allegations contained in this paragraph. 8 149. Defendant denies the allegations contained in Paragraph 149 of the SAC. 9 150. Defendant denies the allegations contained in Paragraph 150 of the SAC. 10 151. Defendant denies the allegations contained in Paragraph 151 of the SAC 11 152. As to the allegations contained in Paragraph 152 of the SAC, Defendant lacks sufficient 12 information and belief in which to respond to these allegations and based thereon denies the 13 allegations contained in this paragraph. 14 153. Defendant denies the allegations contained in Paragraph 153 of the SAC 15 Under Plaintiff’s “Prayer For Relief”, Defendant denies each and every prayer for relief 16 numbers 1 through 8, inclusive, asserted by Plaintiff. 17 AFFIRMATIVE DEFENSES 18 As a first affirmative defense to Plaintiff’s SAC and to each cause of action alleged therein, 19 Defendant alleges that the SAC fails to state facts sufficient to constitute a cause of action upon which 20 any of the relief sought by Plaintiff can be granted in law or equity, including, without limitation, 21 compensatory or punitive damages, attorneys’ fees or costs. 22 As a second affirmative defense to Plaintiff’s SAC and to each cause of action alleged therein, 23 Defendant alleges that Plaintiff’s claims are barred by the doctrine of estoppel, due to Plaintiff’s own 24 acts and omissions. 25 As a third affirmative defense to Plaintiff’s SAC and to each cause of action alleged therein, 26 Defendant alleges that Plaintiff’s claims are barred by the doctrine of waiver, due to Plaintiff’s own 27 acts and omissions. 28 14 MOFFAT’S VERIFIED ANSWER TO THE VERIFIED SECOND AMENDED COMPLAINT II DocuSign Envelope ID: 7D89D757-082C-4753-8A4F-2A6355179B52 1 As a fourth affirmative defense to Plaintiff’s SAC and to each cause of action alleged therein, 2 Defendant alleges that Plaintiff’s claims are barred by the doctrine of laches, due to Plaintiff’s own 3 acts and omissions. 4 As a fifth affirmative defense to Plaintiff’s SAC and to each cause of action alleged therein, 5 Defendant alleges that Plaintiff’s claims are barred in whole or in part because Plaintiff is guilty of 6 unclean hands. 7 As a sixth affirmative defense to Plaintiff’s SAC and to each cause of action alleged therein, 8 Defendant alleges that Plaintiff has failed to take reasonable steps to mitigate the amount of Plaintiff’s 9 and the Partnership’s damages, if any. 10 As a seventh affirmative defense to Plaintiff’s SAC and to each cause of action alleged therein, 11 Defendant alleges that if Plaintiff or the Partnership are entitled to recover any damages or relief under 12 the SAC, said recovery must be set off against the damages which Defendant is entitled to recover 13 because of Plaintiff’s breaches of duty and other wrongful acts. 14 As an eighth affirmative defense to Plaintiff’s SAC and to each cause of action alleged therein, 15 Defendant alleges that Plaintiff has failed to satisfy the terms, conditions and covenants in the 16 Partnership Agreement and its Amendment, and is in material breach of the Partnership Agreement 17 and its Amendment alleged in the SAC, and such material failures and breaches relieve Defendant of 18 any liability. 19 As a ninth affirmative defense to Plaintiff’s SAC and to each cause of action alleged therein, 20 Defendant alleges that the acts and conduct alleged therein were privileged and justified. 21 As a tenth affirmative defense to Plaintiff’s SAC and to each cause of action alleged therein, 22 Defendant alleges that the claims are barred by the applicable statutes of limitations. 23 As an eleventh affirmative defense to Plaintiff’s S