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1 TODD YANCEY
PO Box 1410
2 Menlo Park, CA 94026-1410
Telephone: (650) 365-6100
3 Facsimile: (650) 365-6200
Email: legal@yancey.com
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TODD YANCEY, IN PRO PER
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7 SUPERIOR COURT OF THE STATE OF CALIFORNIA
8 COUNTY OF SAN MATEO
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10 TODD YANCEY, an individual, Case No. 19-CIV-02501
11 Plaintiff, [Assigned for all purposes to Department 28]
12 v. DECLARATION OF TODD YANCEY IN
SUPPORT OF PLAINTIFF’S OPPOSITION
13 EDWIN BLUE, an individual, TO FORGE SERVICES, INC.’S MOTION TO
FORGE SERVICES, INC., F.K.A. IRA STRIKE PORTIONS OF THE SECOND
14 SERVICES, INC., a California corporation, AMENDED COMPLAINT
CAROL BLUE HITCHENS as Trustee of the
15 BLUE FAMILY TRUSTS and subtrusts, and
DOES 1 through 30, Date: February 6, 2024
16 Time: 2:00 p.m.
Defendants. Judge: Hon. Nicole S. Healy
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Action Filed: May 6, 2019
18 Trial Date: March 14, 2024
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AND RELATED CROSS-ACTION
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Case No. 19-CIV-02501 1
DECLARATION OF TODD YANCEY IN SUPPORT OF PLAINTIFF’S OPPOSITION TO
FORGE SERVICES, INC.’S MOTION TO STRIKE PORTIONS OF THE SECOND AMENDED COMPLAINT
1 I, Todd Yancey, declare as follows:
2 1. I am the pro se Plaintiff, who is a non-attorney self-represented litigant in this action
3 appearing in propria persona. I am also named as a Cross-Defendant in this action. I base this declaration
4 on facts within my personal knowledge and if called upon to testify, I could and would completely testify
5 thereto.
6 2. I submit this declaration in support of Plaintiff’s Opposition to Forge Services’ Motion to
7 Strike portions of Plaintiff’s Verified Second Amended Complaint (“SAC”).
8 3. On May 6, 2019, I filed Plaintiff’s Complaint in this action against Defendants Edwin
9 Blue (“Edwin Blue”) and Defendant IRA Services, now known as Forge Services, a wholly owned
10 subsidiary of Forge Global, and Defendants Does 1 through 30. The Complaint alleges Conversion,
11 Breach of Contract, Breach of Fiduciary Duties, Negligent Misrepresentation, Breach of Agreement,
12 Fraud, Breach of Implied Covenant of Good Faith, Unfair and Unlawful Business Practices, and Unjust
13 Enrichment arising out of Defendants’ unlawful pattern and practice of misrepresentation, fraud,
14 misappropriation, the conversion of Plaintiff’s proprietary intellectual property and trade secrets
15 (“Proprietary IP”), his Partnership Interest in the Investor Services Cloud Platform” (“ISCP”), the
16 Partnership Buy-Out Agreement, and the intentionally and maliciously inflicted of severe emotional
17 distress. Plaintiff alleged eleven (11) causes of action against Defendants, including fictitiously-named
18 Defendants Does 1 through 30. See Plaintiff’s Complaint on file.
19 4. On September 20, 2019, Edwin Blue had an oral examination and deposition under
20 penalty of perjury that was recorded stenographically, and by audio, and by video, the true and correct
21 copy of relevant excerpts of the Certified Transcript pages is attached as Exhibit 1.
22 5. Based on Edwin Blue’s uncontroverted testimony on September 20, 2019, Defendants
23 know that the maliciously false narrative and blatantly false allegations in their Joint Amended
24 Answer (“JAA”), Motion for Summary Judgment (“MSJ”), and IRA Services Cross-Complaint
25 (“CC”) and Amended Cross-Complaint (“ACC”) are without merit.
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Case No. 19-CIV-02501 2
DECLARATION OF TODD YANCEY IN SUPPORT OF PLAINTIFF’S OPPOSITION TO
FORGE SERVICES, INC.’S MOTION TO STRIKE PORTIONS OF THE SECOND AMENDED COMPLAINT
1 6. The uncontroverted testimony of Edwin Blue on September 20, 2019 confirms that he
2 was the Chairman, Chief Executive Officer, Chief Financial Officer, President, and sole
3 shareholder of IRA Services. Reporter’s Certified Transcript 148:8:17, 151:23-152:2, 211:5-11, 227:7-
4 10. This testimony confirms Plaintiff’s SAC ¶¶ 9, 32, 44, 65.
5 7. The uncontroverted testimony of Edwin Blue on September 20, 2019 confirms that he
6 owned seventy-five (75) percent of IRA Services. Reporter’s Certified Transcript 228:10-12. This
7 testimony confirms Plaintiff’s SAC ¶ 245 and Plaintiff’s Verified Second Amended Complaint (“SAC”)
8 ¶¶ 245, 347.
9 8. The uncontroverted testimony of Edwin Blue on September 20, 2019 confirms that in
10 November 2016, IRA Services was independently valued at $13.5 Million Dollars, Reporter’s
11 Certified Transcript 246:6-10. This testimony confirms Plaintiff’s SAC ¶¶ 155, 232.
12 9. The uncontroverted testimony of Edwin Blue on September 20, 2019 confirms that IRA
13 Services was sold to Forge Global for $55 Million Dollars, Reporter’s Certified Transcript 228:4-15.
14 This testimony confirms Plaintiff’s SAC ¶ 233.
15 10. The uncontroverted testimony of Edwin Blue on September 20, 2019 confirms there was
16 no “ransom” testifying “paying you [Plaintiff] to get back assets that never came up.” Reporter’s
17 Certified Transcript 140:18-22. Edwin Blue’s uncontroverted testimony directly confirms Plaintiff’s SAC
18 ¶¶ 26, 234, 235 and directly contradicts the false statements that Plaintiff Todd Yancey was demanding a
19 “ransom” as alleged in the CC, ACC, JAA, MSJ, and every pleading filed by Defendants in this case.
20 11. The uncontroverted testimony of Edwin Blue on September 20, 2019 acknowledges he
21 reached a binding oral agreement to pay Plaintiff Todd Yancey $4.5 million dollars, Reporter’s
22 Certified Transcript 143:2-13, 168:7-169:15. Edwin Blue’s uncontroverted testimony directly
23 contradicts the false statements and implications that Plaintiff Todd Yancey was demanding a “ransom”
24 or other unjustified amount. See FAC ¶¶ 182, 191, 199, 235, 257, and Forge Services’ ACC ¶¶ 2(h), 2(i),
25 3, 19, 36, 37, 38, 39, 52, 55, 57, 87(h), 94(h), 105(d), 111(d), 146(d), and 151(d).
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Case No. 19-CIV-02501 3
DECLARATION OF TODD YANCEY IN SUPPORT OF PLAINTIFF’S OPPOSITION TO
FORGE SERVICES, INC.’S MOTION TO STRIKE PORTIONS OF THE SECOND AMENDED COMPLAINT
1 12. The uncontroverted testimony of Edwin Blue on September 20, 2019 admits that
2 Plaintiff Todd Yancey solely owns all of his intellectual property before engaging in working with
3 IRA Services. Reporter’s Certified Transcript 191:17-192:10. This testimony directly confirms
4 Plaintiff’s SAC ¶ 236 and contradicts IRA Services allegations that Plaintiff Todd Yancey did not own
5 certain intellectual property. ACC ¶¶ 26, 52, 53, 59, 79(c), 79(f), 87(i), and 94(i), 122(d), and 161.
6 13. The uncontroverted testimony of Edwin Blue on September 20, 2019 admits that
7 Plaintiff Todd Yancey was not an Officer of IRA Services, Reporter’s Certified Transcript 22:3-25.
8 Edwin Blue’s uncontroverted testimony directly confirms Plaintiff’s SAC ¶¶ 70, 237 and directly
9 contradicts the false statements in the ACC ¶¶ 15, 86, and 93.
10 14. The uncontroverted testimony of Edwin Blue on September 20, 2019 admits that
11 Plaintiff Todd Yancey was not an employee and neither Edwin Blue nor IRA Services ever paid
12 any Federal, State, or Unemployment taxes related to Plaintiff Todd Yancey, Reporter’s Certified
13 Transcript 62:7-63-2. Edwin Blue’s uncontroverted testimony directly confirms Plaintiff’s SAC ¶ 238
14 and directly contradicts the false statement in the ACC ¶ 15.
15 15. The uncontroverted testimony of Edwin Blue on September 20, 2019 admits that he
16 personally reviewed, approved, and signed all of Plaintiff’s Todd Yancey’s expense reports,
17 Reporter’s Certified Transcript 94:9-95-1. Edwin Blue’s uncontroverted testimony directly confirms
18 Plaintiff’s SAC ¶ 239 and directly contradicts the false statements in the ACC ¶¶ 17, 20, 72, 80, 90, 133.
19 16. The uncontroverted testimony of Edwin Blue on September 20, 2019 admits that he was
20 personally involved and actively participated in major questions and decisions made by Plaintiff
21 Todd Yancey, Reporter’s Certified Transcript 97:23-98:12. Edwin Blue’s uncontroverted testimony
22 directly confirms Plaintiff’s SAC ¶ 239 and renders incredible the statements in the ACC ¶¶ 2(a), 2(m),
23 17, 27, 28, 29, 87(c), 87(j), 94(c), 94(j), and 139(c).
24 17. The uncontroverted testimony of Edwin Blue on September 20, 2019 shows that he is
25 unable to identify any assets taken by Plaintiff Todd Yancey except “maybe some computers or
26 something.” Reporter’s Certified Transcript 102:11-17, 212:15-213:18, 219:2-220:5.
27 A: “The only issue that I brought up earlier was when there was an effort to migrate the files to
28 control them, there was one file that disappeared and I don't know what it was”. Id. 103:3-6.
Case No. 19-CIV-02501 4
DECLARATION OF TODD YANCEY IN SUPPORT OF PLAINTIFF’S OPPOSITION TO
FORGE SERVICES, INC.’S MOTION TO STRIKE PORTIONS OF THE SECOND AMENDED COMPLAINT
1 Edwin Blue’s testimony directly confirms Plaintiff’s SAC ¶ 241 and directly contradicts the
2 statements in the ACC ¶¶ 2(a), 2(b), 2(c), 2(e), 2(g), 2(h), 2(m), 27, 48, 68, 79, 87, 87(c), 87(j),
3 94, 94(c), 94(j), 105, 111(a), 118(b), 118, 139, and 157.
4 18. The uncontroverted testimony of Edwin Blue on September 20, 2019 admits that
5 Plaintiff Todd Yancey did not ask to join the board of directors for Cross-Complainant, Reporter’s
6 Certified Transcript 122:17-22. Edwin Blue’s testimony directly confirms Plaintiff’s SAC ¶ 242 and
7 directly contradicts the statement in the ACC ¶ 13.
8 19. The uncontroverted testimony of Edwin Blue on September 20, 2019 admits that he
9 would “feel differently” about the Vovici lawsuit against Plaintiff Todd Yancey if it was for a “non-
10 compete” and “thrown out and had no value”, Reporter’s Certified Transcript 127:7-128:3. Edwin
11 Blue’s testimony directly confirms Plaintiff’s SAC ¶ 243 and directly undermines the statements in the
12 ACC ¶¶ 2(k), 8, 79(e), 87(a), 94(a), and 139(a) that Plaintiff Todd Yancey improperly concealed the
13 existence of the Vovici lawsuit.
14 20. The uncontroverted testimony of Edwin Blue on September 20, 2019 admits that IRA
15 Services did not have secure email, Reporter’s Certified Transcript 199:19-23. The uncontroverted
16 testimony of Edwin Blue directly confirms Plaintiff’s SAC ¶ 244 and directly contradicts IRA Services’
17 allegations that Plaintiff stole email accounts and files. ACC ¶¶ 2(c), 17, 27, 39, 43, 44, 87(e), 87(f),
18 94(e), 94(f), 105(b), and 111(b).
19 21. On September 13, 2023, the Honorable Marie S. Weiner fled Case Management Order
20 #20 (“CMO #20”) authorizing Plaintiff’s First Amended Complaint.
21 22. On October 10, 2023, I caused to have Plaintiff’s Verified First Amended Complaint
22 (“FAC”) to be filed.
23 23. On October 26, 2023, Defendant Forge Services filed their Demurrer to the entirety of
24 Plaintiff’s SAC.
25 24. On November 22, 2023, the Honorable Marie S. Weiner’s filed Case Management Order
26 #21 (“CMC #21”) and OVERRULED Forge Services’ Demurrer in its entirety including the claims that
27 Defendant Forge Services now seek to strike and ordered Defendant Forge Services’ to “file its Answer
28 to the First Amended Complaint on or before December 10, 2023”.
Case No. 19-CIV-02501 5
DECLARATION OF TODD YANCEY IN SUPPORT OF PLAINTIFF’S OPPOSITION TO
FORGE SERVICES, INC.’S MOTION TO STRIKE PORTIONS OF THE SECOND AMENDED COMPLAINT
1 25. The Honorable Marie S. Weiner’s CMC #21 order granted P1aintiff leave to amend the
2 FAC “to add and allege on1y a cause of action for fraudulent transfer against Carol Blue Hitchens as
3 Trustee of the Blue Family Trusts (and not individually)”. See Plaintiff’s Verified Second Amended
4 Complaint (“SAC”) ¶¶ 325-375 and page 70.
5 26. On December 8, 2023 at 7:51 p.m., I received Forge Services’ Answer to Plaintiff’s FAC,
6 a true and correct copy is attached as Exhibit 2.
7 27. I immediately saw that Forge Services had filed a sham Answer with nothing but
8 meritless denials for the FAC’s 324 paragraphs including 293 for “lacks knowledge and information”.
9 28. Brazenly, Forge Services’ sham Answer denies undisputed established facts in this case
10 that have been proven under penalty of perjury with verified Document Productions, Interrogatories,
11 Requests for Admission, Genuineness of Documents that have been produced by Plaintiff, Forge
12 Services, Forge Global, and the BFT and subtrusts to date.
13 29. Even more brazenly, Forge Services’ sham Answer denies verbatim quotes from Certified
14 Deposition Transcripts in this case.
15 30. On December 11, 2023 at 9:35 a.m., I emailed Forge Services’ counsel Dylan Byrd and
16 requested to Meet and Confer in “good faith” on Forge Services sham Answer, a true and correct copy is
17 attached as Exhibit 3.
18 31. On December 12, 2023 at 3 p.m., I participated in a telephone conference with Mr. Byrd.
19 During that call, I discussed and outlined the basis for Plaintiff’s proposed Demurrer and Motion to
20 Strike Forge Services Answer to the FAC and identified in detail each of the jurisdictional, procedural,
21 and pleading issues. Mr. Byrd rejected all of the points that I made during the call stating “we don’t
22 agree,” which has always been Defendants’ counsel’s stand response throughout this entire litigation.
23 32. On December 14, 2023 at 8:43 a.m., I emailed the Honorable Nicole S. Healy and
24 Department 28 requesting a Hearing date for Plaintiff’s Demurrer and Motion to Strike Forge Services
25 Answer to the FAC, a true and correct copy is attached as Exhibit 4.
26 33. On December 14, 2023 at 8:59 a.m., the Honorable Nicole S. Healy emailed the parties
27 and set February 6, 2024 as the date for Plaintiff’s Demurrer and Motion to Strike Forge Services
28 Answer to the FAC.
Case No. 19-CIV-02501 6
DECLARATION OF TODD YANCEY IN SUPPORT OF PLAINTIFF’S OPPOSITION TO
FORGE SERVICES, INC.’S MOTION TO STRIKE PORTIONS OF THE SECOND AMENDED COMPLAINT
1 34. On December 21, 2023 at 7:06 p.m., I received an email from Forge Services’ Mr. Byrd
2 requesting a second Meet and Confer on Forge Services sham Answer on December 28, 2023.
3 35. On December 28, 2023, I waited for 25 minutes for someone from Forge Services’
4 counsel to join the call to Meet-and-Confer for the Second time Defendant Forge Services’ sham Answer
5 to the FAC, but they never did; a true and correct copy of my email is attached as Exhibit 5.
6 36. At no time have the parties meet and confer on the Defendant Forge Services’ Motion to
7 Strick as required by Code of Civil Procedure (“CCP”) section 435.5(a) prior to filing the Motion to
8 Strike.
9 37. On January 2, 2024, I caused to have Plaintiff’s Verified Second Amended Complaint
10 (“SAC”) to be filed.
11 38. On January 3, 2024 at 10:15 a.m., the Honorable Judge Nicole S. Healy requested a copy
12 of the Reline changes between the FAC and SAC, a true and correct copy of my email to Judge Healy,
13 copying Defendants’ counsel, includes the Redline of the changes comparing the SAC and FAC is
14 attached as Exhibit 6.
15 39. On January 12, 2024, Defendant Forge Services’ counsel, Dylan Byrd, filed a blatantly
16 false Declaration under penalty of perjury with the Court claiming the parties Met and Conferred on
17 any potential Forge Services’ motion to strike any portion of the SAC. That Declaration is absolutely
18 false and the parties have never Met-and-Conferred on any potential Forge Services’ motion to strike.
19 40. Defendants’ lies and misrepresentations are nothing new in the case including the
20 blatantly false Supplemental Declaration of Defendants’ counsel Jonathan Francis filed under penalty of
21 perjury on September 7, 2021. Mr. Francis’ blatantly false statements are clearly disproven in Plaintiff’s
22 Supplemental Declaration in Opposition filed with the Court on September 8, 2021 which includes the
23 URLs to the authorized audio recording found at: https://bit.ly/3kDdmlj and the transcript at:
24 https://bit.ly/3BniKQ2.
25 I declare under penalty of perjury under the laws of the State of California that the foregoing is
26 true and correct, and that this declaration was executed in Menlo Park, California on January 23, 2024.
27 /s/ Todd Yancey
TODD YANCEY
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Case No. 19-CIV-02501 7
DECLARATION OF TODD YANCEY IN SUPPORT OF PLAINTIFF’S OPPOSITION TO
FORGE SERVICES, INC.’S MOTION TO STRIKE PORTIONS OF THE SECOND AMENDED COMPLAINT
EXHIBIT 1
ANTHONY J WEIBELL, Cal. Bar No. 238850
SARA L. TOLBERT, Cal. Bar No. 300945
2 ANJULI NANDA, Cal. Bar No. 318240
WILSON SONSINI GOODRICH & ROSATI, P.C.
3 650 Page Mill Road
Palo Alto, CA 94304-1050
4 Telephone: (650) 493-9300
Facsimile: (650) 565-5100
5 Email: aweibell@wsgr.com; stolbert@wsgr.com; ananda@wsgr.com
6 CHARLES TAIT GRAYES, Cal. Bar No. 197923
WILSON SONSINI GOODRICH & ROSATI, P.C.
7 One Market Plaza, Spear Tower, Suite 3300
San Francisco, California 94105
8 Telephone: (415) 947-2000
Facsimile: (650) 565-5100
9 Email: tgraves@wsgr.com
10 Attorneys for Defendants and Cross-Complainant
IRA SERVICES, INC. and DR. EDWIN BLUE
11
12 THE SUPERIOR COURT OF CALIFORNIA
13 COUNTY OF SAN MATEO
14 TODD ALLEN YANCEY, an individual CASE NO.: 19-CIV-02501
residing in California,
15 NOTICE OF DEPOSITION OF DR.
Plaintiff, EDWIN BLUE
16
V.
17
IRA SERVICES, INC., a California
18 corporation, and EDWIN BLUE, an
individual residing in California,
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Defendants.
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IRA SERVICES, INC., a California
22 corporation,
23 Cross-complainant,
24 V.
25 TODD ALLEN YANCEY, an individual
residing in California, and SUN VALLEY
26 PARTNERS, LLC, an Idaho Company,
27 Cross-Defendants.
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-1-
NOTICE OF DEPOSITION OF DR. EDWIN BLUE
PLEASE TAKE NOTICE that Defendant and Cross-Complainant IRA Services, Inc., by
2 and through their counsel, will take the deposition upon oral examination of Dr. Edwin Blue on
3 September 20, 2019 at 10:00 a.m. at the office of Wilson Sonsini Goodrich & Rosati, P.C.,
4 located at 650 Page Mill Road, Palo Alto, CA 94304. The deposition will be transcribed
5 stenographically and recorded by video.
6
7 Dated: September 6, 2019 WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
8
9
By:
10 Sara L. Tolbert
11 Attorney for Defendant and Cross-Complainant
IRA SERVICES, INC.
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-2-
NOTICE OF DEPOSITION OF DR. EDWIN BLUE
· · ·· · SUPERIOR COURT OF CALIFORNIA, SAN MATEO COUNTY
·
· · ·TODD ALLEN YANCEY, an individual
· · ·residing in California,
· · ·· · · · · · · · · · · · Plaintiff,
· · ·vs.· · · · · · · · · · · · · · · · · · · Case No.
· · ·IRA SERVICES, INC., a California· · · · 19-CIV-02501
· · ·Corporation, and EDWIN BLUE, an
· · ·individual residing in California,
· · ·· · · · · · · · · · · · Defendants.
· · ·______________________________________/
· · ·AND RELATED CROSS-ACTION
· · ·______________________________________/
·
· · ·· · · · VIDEOTAPED DEPOSITION OF EDWIN BLUE, Ph.D.
·
· · ·· · · · · BE IT REMEMBERED:· That pursuant to Notice of
· · ·Taking Deposition, and on Friday, the 20th day of
· · ·September 2019, commencing at the hour of 10:04 a.m. of
· · ·said day, before me, LINDA STITES KIRBY, C.S.R.,
· · ·License Number C-5258, a Certified Shorthand Reporter,
· · ·personally appeared EDWIN BLUE, called as a witness
· · ·herein at WILSON, SONSINI, GOODRICH & ROSATI, 650 Page
· · ·Mill Road, Palo Alto, California, and being by me first
· · ·duly affirmed, was examined as a witness in said cause.
DEPONENT: EDWIN BLUE, PH.D. September 20, 2019
TODD ALLEN YANCEY vs IRA SERVICES, INC., et al.
·1 · · · · · · · · A P P E A R A N C E S:
·2
·3 For the Plaintiff:· · · ·TODD A. YANCEY
·4 · · · · · · · · · · · · ·(In Pro Per)
·5
·6 · · · · · · · · · · · · * * * *
·7 For the Defendants:· · · WILSON, SONSINI, GOODRICH &
·8 · · · · · · · · · · · · ·ROSATI, P.C.
·9 · · · · · · · · · · · · · · · ·650 Page Mill Road
10 · · · · · · · · · · · · · · · ·Palo Alto, CA· 94304
11 · · · · · · · · · · · · ·BY:· ANTHONY J. WEIBELL,
12 · · · · · · · · · · · · · · · ANJUILI NANDA, and
13 · · · · · · · · · · · · · · · SARA L. TOLBERT
14 · · · · · · · · · · · · · · · Attorneys at Law
15 · · · · · · · · · · · · * * * *
16 Videographer:· · · · · · Miguel Concepcion
17 · · · · · · · · · · · · * * * *
18
19 · · · · · · · · ·INDEX OF EXAMINATIONS
20 · · · · · · · · · · · · · · · · · · · · · · · · · PAGE
21 Mr. Weibell . . . . . . . . . . . . . . . . . . . 4
22 Mr. Yancey. . . . . . . . . . . . . . . . . . . .· 12
23 · · · · · · · · · · · · ·* * * *
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TALTY COURT REPORTERS, INC. 2
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DEPONENT: EDWIN BLUE, PH.D. September 20, 2019
TODD ALLEN YANCEY vs IRA SERVICES, INC., et al.
·1 are not -- there's nothing in here that describes what
·2 officer or title.
·3 Q· · ·Well, the officers are listed in 7 through 9 of
·4 that form.
·5 · · · · · MR. WEIBELL:· Is that a question?
·6 · · · · · MR. YANCEY:· I'm asking Edwin to confirm, it
·7 says the names and complete addresses of the following
·8 officers.
·9 · · · · · THE WITNESS:· The officers just have myself
10 and Gary shown.
11 Q· · ·(BY MR. YANCEY)· And again, you're the Chief
12 Executive Officer and the CFO?
13 A· · ·Yes.
14 Q· · ·Okay, thank you.· May I present to you the same
15 form filed May 7, 2015, with the State of California.
16 · · · · · MR. WEIBELL:· Let me take a look at it first.
17 All right, there you go, take a look at it, both
18 pages.
19 · · · · · THE WITNESS:· Okay.
20 · · · · · MR. YANCEY:· For our benefit, would you mind
21 reading off the various lines beginning at Line 7 with
22 the individual and the title associated with that
23 individual.
24 · · · · · THE WITNESS:· The officers are myself and
25 Gary Shumm.
TALTY COURT REPORTERS, INC. 22
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DEPONENT: EDWIN BLUE, PH.D. September 20, 2019
TODD ALLEN YANCEY vs IRA SERVICES, INC., et al.
·1 A· · ·Management style was a very cooperative style
·2 between the few key players.
·3 Q· · ·So as the Chairman, Chief Executive Officer,
·4 President, and sole shareholder of IRA Services, and
·5 for someone who you just indicated believe the buck
·6 stops at your desk, the ultimate responsibility for the
·7 company lies with you, would --
·8 · · · · · MR. WEIBELL:· Object to the -- I'm sorry,
·9 finish your question first.
10 Q· · ·(BY MR. YANCEY)· Would you state for the record
11 what you believe your management style is, was, as the
12 Chairman, as the Chief Executive Officer, as the Chief
13 Financial Officer, as the President, and the sole
14 shareholder of IRA Services?
15 · · · · · MR. WEIBELL:· Object to the question, it
16 assumes facts not in evidence, it is also compound and
17 kind of unintelligible.
18 · · · · · MR. YANCEY:· Okay.
19 Q· · ·Edwin, prior to May of 2018, are you the sole
20 shareholder of IRA Services?
21 A· · ·Yeah.
22 Q· · ·Okay.· So the question again, as the Chairman, as
23 the Chief Executive Officer, as the Chief Financial
24 Officer, as the President, and the sole shareholder of
25 IRA Services, how would you describe your day-to-day
TALTY COURT REPORTERS, INC. 30
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DEPONENT: EDWIN BLUE, PH.D. September 20, 2019
TODD ALLEN YANCEY vs IRA SERVICES, INC., et al.
·1 management style for those positions?
·2 A· · ·You could go through them one-by-one, which one
·3 would you like to start with?
·4 Q· · ·Well, the question I'm asking is, were you an
·5 active participant in running the company or did you
·6 allow others to run the company for you?
·7 A· · ·I had a team, the key player was Mr. Shumm who
·8 did the financial activities and we discussed them
·9 together and he reported to me.· It's a small little
10 company.
11 Q· · ·Okay.· That brings a smile and you know why.· All
12 right, we'll continue that in a moment here.· Let me
13 jump to another question.
14 · · · · · The focus of IRA Services as a business was
15 what?
16 A· · ·Focus was to build it, to have it grow and I
17 suppose in the back of my mind, if I ever reached the
18 age of, say, 95, the goal would be to sell it.
19 Q· · ·Perhaps maybe let me rephrase the question for
20 you.· What type of business were you in, were you a mom
21 and pop ice cream shop or what kind of business is IRA
22 Services?
23 A· · ·We didn't produce ice cream.
24 Q· · ·So the type of business and the products that IRA
25 Services had are what?
TALTY COURT REPORTERS, INC. 31
408.244.1900 - www.taltys.com YVer1f
DEPONENT: EDWIN BLUE, PH.D. September 20, 2019
TODD ALLEN YANCEY vs IRA SERVICES, INC., et al.
·1 Todd Yancey to own his intellectual property?
·2 · · · · · MR. WEIBELL:· Objection, all of those
·3 predicates misstate the Witness' prior testimony.· If
·4 you just want to ask the question, you can do that.
·5 · · · · · MR. YANCEY:· No, I don't think it
·6 misrepresents.
·7 Q· · ·So the question is, you've testified now that
·8 there are no agreements with Plaintiff's Todd Yancey;
·9 is that correct?
10 A· · ·Yes.
11 Q· · ·You've also testified earlier that as the Chief
12 Executive Officer, the Chief Financial Officer, the
13 sole shareholder and the President of IRA Services,
14 that at no time did you ever pay Federal, State, or
15 Unemployment Taxes for the Plaintiff Todd Yancey; is
16 that also correct?
17 · · · · · MR. WEIBELL:· Objection misstates the
18 Witness' prior testimony.
19 · · · · · MR. YANCEY:· What do you believe the Witness
20 testify then, because I clearly heard the Witness
21 testify that at not time as the Chief Executive
22 Officer, Chief Financial Officer, the President, the
23 sole shareholder of IRA Services, does he ever recall
24 paying Federal, State, or Unemployment taxes for the
25 Plaintiff Todd Yancey.
TALTY COURT REPORTERS, INC. 62
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DEPONENT: EDWIN BLUE, PH.D. September 20, 2019
TODD ALLEN YANCEY vs IRA SERVICES, INC., et al.
·1 Q· · ·Is that correct, Mr. Blue?
·2 A· · ·That's correct.· Am I allowed to ask a question?
·3 · · · · · MR. WEIBELL:· You're allowed to ask a
·4 question if you need clarification, yes.
·5 · · · · · THE WITNESS:· Yes.· Are you trying to
·6 establish what your role was in terms of as consultant
·7 as opposed to an employee; is that what you're after?
·8 Q· · ·(BY MR. YANCEY)· What I'm asking is, at any time
·9 was I under the legal umbrella of the State of
10 California considered an employee?· Now, your attorney
11 is going to say that that's assuming a legal conclusion
12 for you, but what I want to establish is that, no, you
13 did not pay taxes?· I'll get to the next question.
14 · · · · · MR. WEIBELL:· I'm going to object to what
15 just transpired.· Yes, that does call for a legal
16 conclusion, also misstates the Witness' prior
17 testimony.
18 Q· · ·(BY MR. YANCEY)· Under direct questioning by your
19 attorney, Mr. Weibell, he asked you if the Plaintiff
20 Todd Yancey attempted to remove files from the ISCP and
21 assets from the company and you were unclear of the
22 timing of that.· First off, do you have firsthand
23 knowledge of the Plaintiff Todd Yancey removing any
24 data or assets from the company?
25 · · · · · MR. WEIBELL:· Objection.
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·1 A· · ·Yeah.
·2 Q· · ·This one is unsigned.
·3 A· · ·Right.
·4 Q· · ·Would it -- do you recall Plaintiff Todd Yancey
·5 ever giving you expense reports and submitting them to
·6 you personally for review and for signature?
·7 A· · ·I don't recall, but I wouldn't be surprised if
·8 you had.
·9 Q· · ·Would you be surprised to learn that you
10 personally reviewed and personally signed every single
11 one of Plaintiff Todd Yancey's expenses and expense
12 reports with your own personal signature?
13 · · · · · MR. WEIBELL:· Objection, assumes facts not in
14 evidence.
15 · · · · · MR. YANCEY:· I'm saying would he be surprised
16 to know, to learn that fact.
17 · · · · · THE WITNESS:· I think I said prior to your
18 question, I wouldn't be surprised.
19 Q· · ·(BY MR. YANCEY)· If I suggested to you that you
20 personally signed every single one of them, do you have
21 any recollection that you would not have signed any
22 one?
23 · · · · · MR. WEIBELL:· Objection, assumes facts not in
24 evidence.· You can answer the questions.
25 · · · · · THE WITNESS:· No, I wouldn't be surprised
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·1 that I routinely signed your expense reports.
·2 Q· · ·(BY MR. YANCEY)· And as the Chief Financial
·3 Officer of the company, you would have reviewed all the
·4 expenses?
·5 · · · · · MR. WEIBELL:· Objection, misstates the prior
·6 record or assumes facts not in evidence.
·7 Q· · ·(BY MR. YANCEY)· Would there be any reason for
·8 you not to review the expenses on an expense report,
·9 Mr. Blue?
10 A· · ·If I were maybe a little more due diligent in my
11 work, but maybe if the report was unusual, something, I
12 would.
13 Q· · ·In your --
14 A· · ·But they were fairly easy to review.· You went to
15 an event and you put in some expenses and if it looked
16 okay at a glance and I approved it.
17 Q· · ·In the time that you've known Plaintiff Todd
18 Yancey, was there any time where you questioned any
19 expense or questioned whether his motives were clearly
20 to benefit the company?
21 · · · · · MR. WEIBELL:· Objection, goes beyond the
22 scope of the direct examination and is vague.
23 Q· · ·(BY MR. YANCEY)· Did you have any question or any
24 thoughts to question whether Plaintiff Todd Yancey ever
25 submitted expenses that were not justified or approved?
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·1 Plaintiff Todd Yancey in his office sitting in a
·2 special chair next to his desk and telephone and
·3 computer?
·4 · · · · · MR. WEIBELL:· Objection.
·5 Q· · ·(BY MR. YANCEY)· Do you recall that?
·6 · · · · · MR. WEIBELL:· Sorry.· Objection, it goes
·7 beyond the scope of the direct examination, it's not
·8 relevant to the case.
·9 · · · · · MR. YANCEY:· It's relevant.
10 Q· · ·Mr. Blue, can you answer that question?
11 A· · ·Can I answer?
12 · · · · · MR. WEIBELL:· You can answer if you can
13 answer.
14 · · · · · THE WITNESS:· Sometimes you came in my office
15 and sometimes I came into yours.
16 Q· · ·(BY MR. YANCEY)· Would it surprise you to know
17 that you spent, on average, maybe six hours a day in my
18 office?
19 A· · ·I would and if I did, it would be a shame.
20 Q· · ·Would you think it would be four hours a day?
21 A· · ·I wouldn't know how many hours you spent in my
22 office a day.
23 Q· · ·Or vice versa.· But Plaintiff Todd Yancey, you
24 had a very close day-to-day constant contact, an
25 understanding of what was happening and what was going
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·1 on, a very active participant in conversations,
·2 discussions; would that be a fair statement?
·3 A· · ·Yeah.
·4 Q· · ·Would Plaintiff Todd Yancey come to you for any
·5 major questions or decisions, would Plaintiff Todd
·6 Yancey involve you in those questions or decisions?
·7 A· · ·I would hope so, I'm pretty sure you did.
·8 Q· · ·Did you ever have any question at the time that
·9 Plaintiff Todd Yancey was doing anything but working to
10 your benefit and the company's benefit and his own
11 benefit?
12 A· · ·I had no questions.
13 · · · · · MR. YANCEY:· Okay, all right.· So if you'd
14 like to take a break, we can take a break now, and
15 we'll come back and go through the rest of this.
16 · · · · · MR. WEIBELL:· So let's break for an hour,
17 unless you want less, maybe 45 minutes, will 45 minutes
18 work?
19 · · · · · MR. YANCEY:· Just a caution to Mr. Blue, I do
20 intend to ask you if during your lunch break your
21 attorneys coached you on any of the answers or what you
22 should say, so be prepared that I will ask that
23 question.
24 · · · · · MR. WEIBELL:· Obviously we're not going to
25 coach our Witness, but any questions about
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·1 · · · · · MR. WEIBELL:· I instruct you not to answer
·2 that question.
·3 Q· · ·(BY MR. YANCEY)· Okay.· Edwin, this dispute,
·4 you've testified that Plaintiff Todd Yancey did not
·5 return certain assets to the company, do you know what
·6 those assets are?· Do you have a list of those assets?
·7 Do you have any visibility or knowledge of what those
·8 assets the Plaintiff Todd Yancey did not return to the
·9 company?
10 · · · · · MR. WEIBELL:· Objection, compound.
11 Q· · ·(BY MR. YANCEY)· Mr. Blue, what assets did
12 Plaintiff Todd Yancey not return to the company?
13 A· · ·I would have to check, but I think there were
14 some maybe computers or something.· I can't give you an
15 answer now, but I can certainly check with the office
16 and see if there's anything that they think is, that
17 was taken I'm not aware of it.
18 Q· · ·So earlier, Mr. Blue, you testified that you
19 recall briefly reviewing perhaps very minimally the
20 Cross-Complaint that alleges the Plaintiff Todd Yancey
21 had taken assets and right now you're claiming that
22 you're not clear on what those would be.
23 · · · · · MR. WEIBELL:· Objection. misstates the
24 Witness' prior testimony.
25 Q· · ·(BY MR. YANCEY)· You're unable to identify,
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·1 neighborhood and knocked on the door to say hello or
·2 something and that would have been, I don't know, three
·3 or four years before you got involved with the
·4 company.
·5 Q· · ·So Mr. Blue, do you -- would it surprise you if
·6 that date was in October of 2012?
·7 A· · ·That's possible.
·8 Q· · ·Okay.· But you're not certain?
·9 A· · ·No.
10 Q· · ·Earlier the testimony was and in your Verified
11 Cross-Complaint and your Verified Answer, you have
12 asserted that Plaintiff Todd Yancey asked you to join
13 your Board of Directors; is that your testimony?
14 · · · · · MR. WEIBELL:· Objection, misstates the
15 documents that were referenced, misstates the testimony
16 and compound.
17 Q· · ·(BY MR. YANCEY)· Is it your testimony that
18 Plaintiff Todd Yancey asked you to join your Board of
19 Directors?
20 A· · ·I don't recall that.· I only know that the key
21 Board member died and you were on the scene and it made
22 sense to put you on it.
23 Q· · ·Okay.· Mr. Blue, I'm going to try to see if I can
24 perhaps remind you of some of the preceding activity,
25 that might be helpful in all of this.· So forgive me --
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·1 have any bearing to your decisions about hiring a
·2 person or not asking someone to join the Board?
·3 · · · · · MR. WEIBELL:· Objection, that was a very long
·4 question with a really leading lead part that is not
·5 facts in the case, assumes facts that are not in
·6 evidence.· You can try and answer the question if you
·7 can answer it, but I'm going to object that it assumes
·8 facts not in evidence.
·9 · · · · · MR. YANCEY:· You introduced the facts, Tony,
10 Mr. Weibell.
11 Q· · ·So Mr. Blue, given the previous testimony where
12 you were asked the specific question, would you have
13 asked Plaintiff Todd Yancey to join your Board if you
14 knew that he had been sued, given that that lawsuit was
15 for non-compete and thrown out, would you still
16 maintain your same answer?
17 · · · · · MR. WEIBELL:· Objection, incomplete
18 hypothetical, misstates the record and the testimony of
19 the Witness earlier.
20 Q· · ·(BY MR. YANCEY)· Mr. Blue, would you like to
21 answer that question?
22 A· · ·My attorney's advice --
23 · · · · · MR. WEIBELL:· Yes, you can answer that.
24 Unless I instruct you not to answer, you can answer the
25 questions.
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·1 · · · · · THE WITNESS:· If I were convinced that the
·2 case was thrown out and had no value, I would feel
·3 differently about it, of course.
·4 Q· · ·(BY MR. YANCEY)· And you would feel differently
·5 about your previous testimony, not understanding all
·6 the facts, have you learned all the facts since you
·7 were told on that case?
·8 A· · ·I was told about a case and I responded.· Had I
·9 been aware of the case, I would have responded the way
10 I did.
11 Q· · ·And do you think that -- first off, Mr. Blue, who
12 told you the facts of the case, that you recall?
13 · · · · · MR. WEIBELL:· Objection, to the extent you
14 learned anything from your attorneys, I instruct you
15 not to answer that question.
16 Q· · ·(BY MR. YANCEY)· Mr. Blue, did anyone, besides
17 your attorneys that are represented in this room, tell
18 you anything about that case?
19 A· · ·No.
20 Q· · ·Okay.· Likewise, Mr. Blue, do you think it's
21 important to disclose to all Board members or potential
22 Board members or executives of the company, that there
23 was a previous lawsuit in the Superior Court in
24 San Francisco brought by IRA Services for reimbursement
25 from an insurance company for an employee theft of over
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·1 · · · · · MR. WEIBELL:· We're going off the record at
·2 2:14 p.m.
·3 · · · · · (A short break was taken.)
·4 · · · · · (The record was read back by the Reporter.)
·5 · · · · · THE VIDEOGRAPHER:· We are back on the record
·6 at 2:24 p.m.
·7 Q· · ·(BY MR. YANCEY)· Mr. Blue, do you now believe or
·8 at the time believe that Plaintiff Todd Yancey actually
·9 believed that the two of you reached a binding
10 agreement when you mediated your purchase of his
11 intellectual property at Ed Willig's office on
12 February 23rd?
13 · · · · · MR. WEIBELL:· Objection, assumes facts not in
14 evidence and vague.
15 · · · · · THE WITNESS:· Can I respond?
16 · · · · · MR. WEIBELL:· Yes.
17 · · · · · MR. YANCEY:· Yes.
18 · · · · · THE WITNESS:· When we had our meeting in he
19 Ed Willig's office, I don't recall any comment that I
20 was paying you to get back assets that never came up.
21 So I don't understand how that sprung into the
22 conversation.
23 Q· · ·(BY MR. YANCEY)· Mr. Blue, would you be surprised
24 to learn that there was no discussion whatsoever on the
25 meeting of February 23rd, where there was any
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·1 · · · · · MR. YANCEY:· All right, so that's fine.
·2 Q· · ·So your testimony here is that there was no
·3 assets that Plaintiff Todd Yancey had taken, that
·4 you're aware of, on February 23rd when you agreed for
·5 4.5 million dollars?
·6 · · · · · MR. WEIBELL:· Objection.
·7 · · · · · MR. YANCEY:· Is that your testimony?
·8 · · · · · MR. WEIBELL:· Objection, misstates the
·9 Witness' testimony.
10 Q· · ·(BY MR. YANCEY)· Would you like to restate that
11 testimony, Mr. Blue?
12 A· · ·What I just said was that I was paying you
13 because I wanted you out of my situation there.
14 Q· · ·Okay.
15 A· · ·Until I learned what happened.
16 Q· · ·And what did you learn happened, Mr. Blue?
17 A· · ·I learned that there was a possibility that our
18 system would be in jeopardy because of the action that
19 was being taken.
20 Q· · ·Are you aware of any time between February 23rd
21 and March 12th, that there was no -- that the ISCP was
22 unaccessible to any client or to any person at either
23 IRA Services or any provider such as Acorns, Lending
24 Club, Wealthfront?
25 · · · · · MR. WEIBELL:· Objection, assumes facts not in
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·1 been around for a long time, it was more vulnerable, if
·2 that's your point, I agree.
·3 Q· · ·And had been withdrawn from any support or even
·4 software updates from HP for those critical security
·5 vulnerabilities that might occur.
·6 · · · · · MR. WEIBELL:· Objection, lacks foundation.
·7 Is that a question or are you testifying?
·8 Q· · ·(BY MR. YANCEY)· So Mr. Blue, as the CEO, as a
·9 Chairman and CEO, CFO, and sole shareholder of IRA
10 Services and as you said earlier, the buck stops with
11 you, that you're responsible for everything, the vital
12 security of your clients' data, their personal
13 information, Social Security numbers, date of births,
14 beneficiaries' information, their date of births and
15 Social Security numbers, is of vital concern to you; is
16 it not?
17 A· · ·Yes.
18 Q· · ·And as such, you would want to make sure that
19 every reasonable precaution was made so that that
20 information was not hacked or in any way accessible
21 from the outside; would that not be correct?
22 A· · ·Yes.
23 Q· · ·And what security measures did you put in place
24 at IRA Services to make sure that no hackers could get
25 access to personal information, Social Security
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·1 A· · ·There was data out there in the cloud that
·2 disappeared that you took.
·3 Q· · ·But you're unaware of what that data is and you
·4 have no firsthand knowledge, you're assuming that by
·5 what somebody has told you?
·6 A· · ·And it is true, you had a lot of data in the
·7 cloud that I had no access to or was unaware of for
·8 sometime.
·9 Q· · ·Okay.· Who had access to that data?
10 A· · ·As far as I know, you and King Street.
11 Q· · ·Okay.· Do you think that, Mr. Blue, earlier you
12 testified that you're aware of the fact that your
13 computer was hacked, your email was hacked, do you
14 think that precautions were put in place to guarantee
15 that vital client data, Social Security numbers, date
16 of births would not ever leak into the public by a
17 hacker, do you think that any steps made to protect
18 that data was, in fact, what you directed it to be done
19 at the time?
20 · · · · · MR. WEIBELL:· Objection, misstates the
21 Witness' prior testimony and assumes facts not in
22 evidence.
23 Q· · ·(BY MR. YANCEY)· He just said as the Chairman,
24 CEO, CFO, and sold shareholder protecting vital client
25 data was of the highest priority, is that not what
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Preview
1 TODD YANCEY PO Box 1410 2 Menlo Park, CA 94026-1410 Telephone: (650) 365-6100 3 Facsimile: (650) 365-6200 Email: legal@yancey.com 4 TODD YANCEY, IN PRO PER 5 6 7 SUPERIOR COURT OF THE STATE OF CALIFORNIA 8 COUNTY OF SAN MATEO 9 10 TODD YANCEY, an individual, Case No. 19-CIV-02501 11 Plaintiff, [Assigned for all purposes to Department 28] 12 v. DECLARATION OF TODD YANCEY IN SUPPORT OF PLAINTIFF’S OPPOSITION 13 EDWIN BLUE, an individual, TO FORGE SERVICES, INC.’S MOTION TO FORGE SERVICES, INC., F.K.A. IRA STRIKE PORTIONS OF THE SECOND 14 SERVICES, INC., a California corporation, AMENDED COMPLAINT CAROL BLUE HITCHENS as Trustee of the 15 BLUE FAMILY TRUSTS and subtrusts, and DOES 1 through 30, Date: February 6, 2024 16 Time: 2:00 p.m. Defendants. Judge: Hon. Nicole S. Healy 17 Action Filed: May 6, 2019 18 Trial Date: March 14, 2024 19 AND RELATED CROSS-ACTION 20 21 22 23 24 25 26 27 28 Case No. 19-CIV-02501 1 DECLARATION OF TODD YANCEY IN SUPPORT OF PLAINTIFF’S OPPOSITION TO FORGE SERVICES, INC.’S MOTION TO STRIKE PORTIONS OF THE SECOND AMENDED COMPLAINT 1 I, Todd Yancey, declare as follows: 2 1. I am the pro se Plaintiff, who is a non-attorney self-represented litigant in this action 3 appearing in propria persona. I am also named as a Cross-Defendant in this action. I base this declaration 4 on facts within my personal knowledge and if called upon to testify, I could and would completely testify 5 thereto. 6 2. I submit this declaration in support of Plaintiff’s Opposition to Forge Services’ Motion to 7 Strike portions of Plaintiff’s Verified Second Amended Complaint (“SAC”). 8 3. On May 6, 2019, I filed Plaintiff’s Complaint in this action against Defendants Edwin 9 Blue (“Edwin Blue”) and Defendant IRA Services, now known as Forge Services, a wholly owned 10 subsidiary of Forge Global, and Defendants Does 1 through 30. The Complaint alleges Conversion, 11 Breach of Contract, Breach of Fiduciary Duties, Negligent Misrepresentation, Breach of Agreement, 12 Fraud, Breach of Implied Covenant of Good Faith, Unfair and Unlawful Business Practices, and Unjust 13 Enrichment arising out of Defendants’ unlawful pattern and practice of misrepresentation, fraud, 14 misappropriation, the conversion of Plaintiff’s proprietary intellectual property and trade secrets 15 (“Proprietary IP”), his Partnership Interest in the Investor Services Cloud Platform” (“ISCP”), the 16 Partnership Buy-Out Agreement, and the intentionally and maliciously inflicted of severe emotional 17 distress. Plaintiff alleged eleven (11) causes of action against Defendants, including fictitiously-named 18 Defendants Does 1 through 30. See Plaintiff’s Complaint on file. 19 4. On September 20, 2019, Edwin Blue had an oral examination and deposition under 20 penalty of perjury that was recorded stenographically, and by audio, and by video, the true and correct 21 copy of relevant excerpts of the Certified Transcript pages is attached as Exhibit 1. 22 5. Based on Edwin Blue’s uncontroverted testimony on September 20, 2019, Defendants 23 know that the maliciously false narrative and blatantly false allegations in their Joint Amended 24 Answer (“JAA”), Motion for Summary Judgment (“MSJ”), and IRA Services Cross-Complaint 25 (“CC”) and Amended Cross-Complaint (“ACC”) are without merit. 26 /// 27 /// 28 /// Case No. 19-CIV-02501 2 DECLARATION OF TODD YANCEY IN SUPPORT OF PLAINTIFF’S OPPOSITION TO FORGE SERVICES, INC.’S MOTION TO STRIKE PORTIONS OF THE SECOND AMENDED COMPLAINT 1 6. The uncontroverted testimony of Edwin Blue on September 20, 2019 confirms that he 2 was the Chairman, Chief Executive Officer, Chief Financial Officer, President, and sole 3 shareholder of IRA Services. Reporter’s Certified Transcript 148:8:17, 151:23-152:2, 211:5-11, 227:7- 4 10. This testimony confirms Plaintiff’s SAC ¶¶ 9, 32, 44, 65. 5 7. The uncontroverted testimony of Edwin Blue on September 20, 2019 confirms that he 6 owned seventy-five (75) percent of IRA Services. Reporter’s Certified Transcript 228:10-12. This 7 testimony confirms Plaintiff’s SAC ¶ 245 and Plaintiff’s Verified Second Amended Complaint (“SAC”) 8 ¶¶ 245, 347. 9 8. The uncontroverted testimony of Edwin Blue on September 20, 2019 confirms that in 10 November 2016, IRA Services was independently valued at $13.5 Million Dollars, Reporter’s 11 Certified Transcript 246:6-10. This testimony confirms Plaintiff’s SAC ¶¶ 155, 232. 12 9. The uncontroverted testimony of Edwin Blue on September 20, 2019 confirms that IRA 13 Services was sold to Forge Global for $55 Million Dollars, Reporter’s Certified Transcript 228:4-15. 14 This testimony confirms Plaintiff’s SAC ¶ 233. 15 10. The uncontroverted testimony of Edwin Blue on September 20, 2019 confirms there was 16 no “ransom” testifying “paying you [Plaintiff] to get back assets that never came up.” Reporter’s 17 Certified Transcript 140:18-22. Edwin Blue’s uncontroverted testimony directly confirms Plaintiff’s SAC 18 ¶¶ 26, 234, 235 and directly contradicts the false statements that Plaintiff Todd Yancey was demanding a 19 “ransom” as alleged in the CC, ACC, JAA, MSJ, and every pleading filed by Defendants in this case. 20 11. The uncontroverted testimony of Edwin Blue on September 20, 2019 acknowledges he 21 reached a binding oral agreement to pay Plaintiff Todd Yancey $4.5 million dollars, Reporter’s 22 Certified Transcript 143:2-13, 168:7-169:15. Edwin Blue’s uncontroverted testimony directly 23 contradicts the false statements and implications that Plaintiff Todd Yancey was demanding a “ransom” 24 or other unjustified amount. See FAC ¶¶ 182, 191, 199, 235, 257, and Forge Services’ ACC ¶¶ 2(h), 2(i), 25 3, 19, 36, 37, 38, 39, 52, 55, 57, 87(h), 94(h), 105(d), 111(d), 146(d), and 151(d). 26 /// 27 /// 28 /// Case No. 19-CIV-02501 3 DECLARATION OF TODD YANCEY IN SUPPORT OF PLAINTIFF’S OPPOSITION TO FORGE SERVICES, INC.’S MOTION TO STRIKE PORTIONS OF THE SECOND AMENDED COMPLAINT 1 12. The uncontroverted testimony of Edwin Blue on September 20, 2019 admits that 2 Plaintiff Todd Yancey solely owns all of his intellectual property before engaging in working with 3 IRA Services. Reporter’s Certified Transcript 191:17-192:10. This testimony directly confirms 4 Plaintiff’s SAC ¶ 236 and contradicts IRA Services allegations that Plaintiff Todd Yancey did not own 5 certain intellectual property. ACC ¶¶ 26, 52, 53, 59, 79(c), 79(f), 87(i), and 94(i), 122(d), and 161. 6 13. The uncontroverted testimony of Edwin Blue on September 20, 2019 admits that 7 Plaintiff Todd Yancey was not an Officer of IRA Services, Reporter’s Certified Transcript 22:3-25. 8 Edwin Blue’s uncontroverted testimony directly confirms Plaintiff’s SAC ¶¶ 70, 237 and directly 9 contradicts the false statements in the ACC ¶¶ 15, 86, and 93. 10 14. The uncontroverted testimony of Edwin Blue on September 20, 2019 admits that 11 Plaintiff Todd Yancey was not an employee and neither Edwin Blue nor IRA Services ever paid 12 any Federal, State, or Unemployment taxes related to Plaintiff Todd Yancey, Reporter’s Certified 13 Transcript 62:7-63-2. Edwin Blue’s uncontroverted testimony directly confirms Plaintiff’s SAC ¶ 238 14 and directly contradicts the false statement in the ACC ¶ 15. 15 15. The uncontroverted testimony of Edwin Blue on September 20, 2019 admits that he 16 personally reviewed, approved, and signed all of Plaintiff’s Todd Yancey’s expense reports, 17 Reporter’s Certified Transcript 94:9-95-1. Edwin Blue’s uncontroverted testimony directly confirms 18 Plaintiff’s SAC ¶ 239 and directly contradicts the false statements in the ACC ¶¶ 17, 20, 72, 80, 90, 133. 19 16. The uncontroverted testimony of Edwin Blue on September 20, 2019 admits that he was 20 personally involved and actively participated in major questions and decisions made by Plaintiff 21 Todd Yancey, Reporter’s Certified Transcript 97:23-98:12. Edwin Blue’s uncontroverted testimony 22 directly confirms Plaintiff’s SAC ¶ 239 and renders incredible the statements in the ACC ¶¶ 2(a), 2(m), 23 17, 27, 28, 29, 87(c), 87(j), 94(c), 94(j), and 139(c). 24 17. The uncontroverted testimony of Edwin Blue on September 20, 2019 shows that he is 25 unable to identify any assets taken by Plaintiff Todd Yancey except “maybe some computers or 26 something.” Reporter’s Certified Transcript 102:11-17, 212:15-213:18, 219:2-220:5. 27 A: “The only issue that I brought up earlier was when there was an effort to migrate the files to 28 control them, there was one file that disappeared and I don't know what it was”. Id. 103:3-6. Case No. 19-CIV-02501 4 DECLARATION OF TODD YANCEY IN SUPPORT OF PLAINTIFF’S OPPOSITION TO FORGE SERVICES, INC.’S MOTION TO STRIKE PORTIONS OF THE SECOND AMENDED COMPLAINT 1 Edwin Blue’s testimony directly confirms Plaintiff’s SAC ¶ 241 and directly contradicts the 2 statements in the ACC ¶¶ 2(a), 2(b), 2(c), 2(e), 2(g), 2(h), 2(m), 27, 48, 68, 79, 87, 87(c), 87(j), 3 94, 94(c), 94(j), 105, 111(a), 118(b), 118, 139, and 157. 4 18. The uncontroverted testimony of Edwin Blue on September 20, 2019 admits that 5 Plaintiff Todd Yancey did not ask to join the board of directors for Cross-Complainant, Reporter’s 6 Certified Transcript 122:17-22. Edwin Blue’s testimony directly confirms Plaintiff’s SAC ¶ 242 and 7 directly contradicts the statement in the ACC ¶ 13. 8 19. The uncontroverted testimony of Edwin Blue on September 20, 2019 admits that he 9 would “feel differently” about the Vovici lawsuit against Plaintiff Todd Yancey if it was for a “non- 10 compete” and “thrown out and had no value”, Reporter’s Certified Transcript 127:7-128:3. Edwin 11 Blue’s testimony directly confirms Plaintiff’s SAC ¶ 243 and directly undermines the statements in the 12 ACC ¶¶ 2(k), 8, 79(e), 87(a), 94(a), and 139(a) that Plaintiff Todd Yancey improperly concealed the 13 existence of the Vovici lawsuit. 14 20. The uncontroverted testimony of Edwin Blue on September 20, 2019 admits that IRA 15 Services did not have secure email, Reporter’s Certified Transcript 199:19-23. The uncontroverted 16 testimony of Edwin Blue directly confirms Plaintiff’s SAC ¶ 244 and directly contradicts IRA Services’ 17 allegations that Plaintiff stole email accounts and files. ACC ¶¶ 2(c), 17, 27, 39, 43, 44, 87(e), 87(f), 18 94(e), 94(f), 105(b), and 111(b). 19 21. On September 13, 2023, the Honorable Marie S. Weiner fled Case Management Order 20 #20 (“CMO #20”) authorizing Plaintiff’s First Amended Complaint. 21 22. On October 10, 2023, I caused to have Plaintiff’s Verified First Amended Complaint 22 (“FAC”) to be filed. 23 23. On October 26, 2023, Defendant Forge Services filed their Demurrer to the entirety of 24 Plaintiff’s SAC. 25 24. On November 22, 2023, the Honorable Marie S. Weiner’s filed Case Management Order 26 #21 (“CMC #21”) and OVERRULED Forge Services’ Demurrer in its entirety including the claims that 27 Defendant Forge Services now seek to strike and ordered Defendant Forge Services’ to “file its Answer 28 to the First Amended Complaint on or before December 10, 2023”. Case No. 19-CIV-02501 5 DECLARATION OF TODD YANCEY IN SUPPORT OF PLAINTIFF’S OPPOSITION TO FORGE SERVICES, INC.’S MOTION TO STRIKE PORTIONS OF THE SECOND AMENDED COMPLAINT 1 25. The Honorable Marie S. Weiner’s CMC #21 order granted P1aintiff leave to amend the 2 FAC “to add and allege on1y a cause of action for fraudulent transfer against Carol Blue Hitchens as 3 Trustee of the Blue Family Trusts (and not individually)”. See Plaintiff’s Verified Second Amended 4 Complaint (“SAC”) ¶¶ 325-375 and page 70. 5 26. On December 8, 2023 at 7:51 p.m., I received Forge Services’ Answer to Plaintiff’s FAC, 6 a true and correct copy is attached as Exhibit 2. 7 27. I immediately saw that Forge Services had filed a sham Answer with nothing but 8 meritless denials for the FAC’s 324 paragraphs including 293 for “lacks knowledge and information”. 9 28. Brazenly, Forge Services’ sham Answer denies undisputed established facts in this case 10 that have been proven under penalty of perjury with verified Document Productions, Interrogatories, 11 Requests for Admission, Genuineness of Documents that have been produced by Plaintiff, Forge 12 Services, Forge Global, and the BFT and subtrusts to date. 13 29. Even more brazenly, Forge Services’ sham Answer denies verbatim quotes from Certified 14 Deposition Transcripts in this case. 15 30. On December 11, 2023 at 9:35 a.m., I emailed Forge Services’ counsel Dylan Byrd and 16 requested to Meet and Confer in “good faith” on Forge Services sham Answer, a true and correct copy is 17 attached as Exhibit 3. 18 31. On December 12, 2023 at 3 p.m., I participated in a telephone conference with Mr. Byrd. 19 During that call, I discussed and outlined the basis for Plaintiff’s proposed Demurrer and Motion to 20 Strike Forge Services Answer to the FAC and identified in detail each of the jurisdictional, procedural, 21 and pleading issues. Mr. Byrd rejected all of the points that I made during the call stating “we don’t 22 agree,” which has always been Defendants’ counsel’s stand response throughout this entire litigation. 23 32. On December 14, 2023 at 8:43 a.m., I emailed the Honorable Nicole S. Healy and 24 Department 28 requesting a Hearing date for Plaintiff’s Demurrer and Motion to Strike Forge Services 25 Answer to the FAC, a true and correct copy is attached as Exhibit 4. 26 33. On December 14, 2023 at 8:59 a.m., the Honorable Nicole S. Healy emailed the parties 27 and set February 6, 2024 as the date for Plaintiff’s Demurrer and Motion to Strike Forge Services 28 Answer to the FAC. Case No. 19-CIV-02501 6 DECLARATION OF TODD YANCEY IN SUPPORT OF PLAINTIFF’S OPPOSITION TO FORGE SERVICES, INC.’S MOTION TO STRIKE PORTIONS OF THE SECOND AMENDED COMPLAINT 1 34. On December 21, 2023 at 7:06 p.m., I received an email from Forge Services’ Mr. Byrd 2 requesting a second Meet and Confer on Forge Services sham Answer on December 28, 2023. 3 35. On December 28, 2023, I waited for 25 minutes for someone from Forge Services’ 4 counsel to join the call to Meet-and-Confer for the Second time Defendant Forge Services’ sham Answer 5 to the FAC, but they never did; a true and correct copy of my email is attached as Exhibit 5. 6 36. At no time have the parties meet and confer on the Defendant Forge Services’ Motion to 7 Strick as required by Code of Civil Procedure (“CCP”) section 435.5(a) prior to filing the Motion to 8 Strike. 9 37. On January 2, 2024, I caused to have Plaintiff’s Verified Second Amended Complaint 10 (“SAC”) to be filed. 11 38. On January 3, 2024 at 10:15 a.m., the Honorable Judge Nicole S. Healy requested a copy 12 of the Reline changes between the FAC and SAC, a true and correct copy of my email to Judge Healy, 13 copying Defendants’ counsel, includes the Redline of the changes comparing the SAC and FAC is 14 attached as Exhibit 6. 15 39. On January 12, 2024, Defendant Forge Services’ counsel, Dylan Byrd, filed a blatantly 16 false Declaration under penalty of perjury with the Court claiming the parties Met and Conferred on 17 any potential Forge Services’ motion to strike any portion of the SAC. That Declaration is absolutely 18 false and the parties have never Met-and-Conferred on any potential Forge Services’ motion to strike. 19 40. Defendants’ lies and misrepresentations are nothing new in the case including the 20 blatantly false Supplemental Declaration of Defendants’ counsel Jonathan Francis filed under penalty of 21 perjury on September 7, 2021. Mr. Francis’ blatantly false statements are clearly disproven in Plaintiff’s 22 Supplemental Declaration in Opposition filed with the Court on September 8, 2021 which includes the 23 URLs to the authorized audio recording found at: https://bit.ly/3kDdmlj and the transcript at: 24 https://bit.ly/3BniKQ2. 25 I declare under penalty of perjury under the laws of the State of California that the foregoing is 26 true and correct, and that this declaration was executed in Menlo Park, California on January 23, 2024. 27 /s/ Todd Yancey TODD YANCEY 28 Case No. 19-CIV-02501 7 DECLARATION OF TODD YANCEY IN SUPPORT OF PLAINTIFF’S OPPOSITION TO FORGE SERVICES, INC.’S MOTION TO STRIKE PORTIONS OF THE SECOND AMENDED COMPLAINT EXHIBIT 1 ANTHONY J WEIBELL, Cal. Bar No. 238850 SARA L. TOLBERT, Cal. Bar No. 300945 2 ANJULI NANDA, Cal. Bar No. 318240 WILSON SONSINI GOODRICH & ROSATI, P.C. 3 650 Page Mill Road Palo Alto, CA 94304-1050 4 Telephone: (650) 493-9300 Facsimile: (650) 565-5100 5 Email: aweibell@wsgr.com; stolbert@wsgr.com; ananda@wsgr.com 6 CHARLES TAIT GRAYES, Cal. Bar No. 197923 WILSON SONSINI GOODRICH & ROSATI, P.C. 7 One Market Plaza, Spear Tower, Suite 3300 San Francisco, California 94105 8 Telephone: (415) 947-2000 Facsimile: (650) 565-5100 9 Email: tgraves@wsgr.com 10 Attorneys for Defendants and Cross-Complainant IRA SERVICES, INC. and DR. EDWIN BLUE 11 12 THE SUPERIOR COURT OF CALIFORNIA 13 COUNTY OF SAN MATEO 14 TODD ALLEN YANCEY, an individual CASE NO.: 19-CIV-02501 residing in California, 15 NOTICE OF DEPOSITION OF DR. Plaintiff, EDWIN BLUE 16 V. 17 IRA SERVICES, INC., a California 18 corporation, and EDWIN BLUE, an individual residing in California, 19 Defendants. 20 21 IRA SERVICES, INC., a California 22 corporation, 23 Cross-complainant, 24 V. 25 TODD ALLEN YANCEY, an individual residing in California, and SUN VALLEY 26 PARTNERS, LLC, an Idaho Company, 27 Cross-Defendants. 28 -1- NOTICE OF DEPOSITION OF DR. EDWIN BLUE PLEASE TAKE NOTICE that Defendant and Cross-Complainant IRA Services, Inc., by 2 and through their counsel, will take the deposition upon oral examination of Dr. Edwin Blue on 3 September 20, 2019 at 10:00 a.m. at the office of Wilson Sonsini Goodrich & Rosati, P.C., 4 located at 650 Page Mill Road, Palo Alto, CA 94304. The deposition will be transcribed 5 stenographically and recorded by video. 6 7 Dated: September 6, 2019 WILSON SONSINI GOODRICH & ROSATI Professional Corporation 8 9 By: 10 Sara L. Tolbert 11 Attorney for Defendant and Cross-Complainant IRA SERVICES, INC. 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 -2- NOTICE OF DEPOSITION OF DR. EDWIN BLUE · · ·· · SUPERIOR COURT OF CALIFORNIA, SAN MATEO COUNTY · · · ·TODD ALLEN YANCEY, an individual · · ·residing in California, · · ·· · · · · · · · · · · · Plaintiff, · · ·vs.· · · · · · · · · · · · · · · · · · · Case No. · · ·IRA SERVICES, INC., a California· · · · 19-CIV-02501 · · ·Corporation, and EDWIN BLUE, an · · ·individual residing in California, · · ·· · · · · · · · · · · · Defendants. · · ·______________________________________/ · · ·AND RELATED CROSS-ACTION · · ·______________________________________/ · · · ·· · · · VIDEOTAPED DEPOSITION OF EDWIN BLUE, Ph.D. · · · ·· · · · · BE IT REMEMBERED:· That pursuant to Notice of · · ·Taking Deposition, and on Friday, the 20th day of · · ·September 2019, commencing at the hour of 10:04 a.m. of · · ·said day, before me, LINDA STITES KIRBY, C.S.R., · · ·License Number C-5258, a Certified Shorthand Reporter, · · ·personally appeared EDWIN BLUE, called as a witness · · ·herein at WILSON, SONSINI, GOODRICH & ROSATI, 650 Page · · ·Mill Road, Palo Alto, California, and being by me first · · ·duly affirmed, was examined as a witness in said cause. DEPONENT: EDWIN BLUE, PH.D. September 20, 2019 TODD ALLEN YANCEY vs IRA SERVICES, INC., et al. ·1 · · · · · · · · A P P E A R A N C E S: ·2 ·3 For the Plaintiff:· · · ·TODD A. YANCEY ·4 · · · · · · · · · · · · ·(In Pro Per) ·5 ·6 · · · · · · · · · · · · * * * * ·7 For the Defendants:· · · WILSON, SONSINI, GOODRICH & ·8 · · · · · · · · · · · · ·ROSATI, P.C. ·9 · · · · · · · · · · · · · · · ·650 Page Mill Road 10 · · · · · · · · · · · · · · · ·Palo Alto, CA· 94304 11 · · · · · · · · · · · · ·BY:· ANTHONY J. WEIBELL, 12 · · · · · · · · · · · · · · · ANJUILI NANDA, and 13 · · · · · · · · · · · · · · · SARA L. TOLBERT 14 · · · · · · · · · · · · · · · Attorneys at Law 15 · · · · · · · · · · · · * * * * 16 Videographer:· · · · · · Miguel Concepcion 17 · · · · · · · · · · · · * * * * 18 19 · · · · · · · · ·INDEX OF EXAMINATIONS 20 · · · · · · · · · · · · · · · · · · · · · · · · · PAGE 21 Mr. Weibell . . . . . . . . . . . . . . . . . . . 4 22 Mr. Yancey. . . . . . . . . . . . . . . . . . . .· 12 23 · · · · · · · · · · · · ·* * * * 24 25 TALTY COURT REPORTERS, INC. 2 408.244.1900 - www.taltys.com YVer1f DEPONENT: EDWIN BLUE, PH.D. September 20, 2019 TODD ALLEN YANCEY vs IRA SERVICES, INC., et al. ·1 are not -- there's nothing in here that describes what ·2 officer or title. ·3 Q· · ·Well, the officers are listed in 7 through 9 of ·4 that form. ·5 · · · · · MR. WEIBELL:· Is that a question? ·6 · · · · · MR. YANCEY:· I'm asking Edwin to confirm, it ·7 says the names and complete addresses of the following ·8 officers. ·9 · · · · · THE WITNESS:· The officers just have myself 10 and Gary shown. 11 Q· · ·(BY MR. YANCEY)· And again, you're the Chief 12 Executive Officer and the CFO? 13 A· · ·Yes. 14 Q· · ·Okay, thank you.· May I present to you the same 15 form filed May 7, 2015, with the State of California. 16 · · · · · MR. WEIBELL:· Let me take a look at it first. 17 All right, there you go, take a look at it, both 18 pages. 19 · · · · · THE WITNESS:· Okay. 20 · · · · · MR. YANCEY:· For our benefit, would you mind 21 reading off the various lines beginning at Line 7 with 22 the individual and the title associated with that 23 individual. 24 · · · · · THE WITNESS:· The officers are myself and 25 Gary Shumm. TALTY COURT REPORTERS, INC. 22 408.244.1900 - www.taltys.com YVer1f DEPONENT: EDWIN BLUE, PH.D. September 20, 2019 TODD ALLEN YANCEY vs IRA SERVICES, INC., et al. ·1 A· · ·Management style was a very cooperative style ·2 between the few key players. ·3 Q· · ·So as the Chairman, Chief Executive Officer, ·4 President, and sole shareholder of IRA Services, and ·5 for someone who you just indicated believe the buck ·6 stops at your desk, the ultimate responsibility for the ·7 company lies with you, would -- ·8 · · · · · MR. WEIBELL:· Object to the -- I'm sorry, ·9 finish your question first. 10 Q· · ·(BY MR. YANCEY)· Would you state for the record 11 what you believe your management style is, was, as the 12 Chairman, as the Chief Executive Officer, as the Chief 13 Financial Officer, as the President, and the sole 14 shareholder of IRA Services? 15 · · · · · MR. WEIBELL:· Object to the question, it 16 assumes facts not in evidence, it is also compound and 17 kind of unintelligible. 18 · · · · · MR. YANCEY:· Okay. 19 Q· · ·Edwin, prior to May of 2018, are you the sole 20 shareholder of IRA Services? 21 A· · ·Yeah. 22 Q· · ·Okay.· So the question again, as the Chairman, as 23 the Chief Executive Officer, as the Chief Financial 24 Officer, as the President, and the sole shareholder of 25 IRA Services, how would you describe your day-to-day TALTY COURT REPORTERS, INC. 30 408.244.1900 - www.taltys.com YVer1f DEPONENT: EDWIN BLUE, PH.D. September 20, 2019 TODD ALLEN YANCEY vs IRA SERVICES, INC., et al. ·1 management style for those positions? ·2 A· · ·You could go through them one-by-one, which one ·3 would you like to start with? ·4 Q· · ·Well, the question I'm asking is, were you an ·5 active participant in running the company or did you ·6 allow others to run the company for you? ·7 A· · ·I had a team, the key player was Mr. Shumm who ·8 did the financial activities and we discussed them ·9 together and he reported to me.· It's a small little 10 company. 11 Q· · ·Okay.· That brings a smile and you know why.· All 12 right, we'll continue that in a moment here.· Let me 13 jump to another question. 14 · · · · · The focus of IRA Services as a business was 15 what? 16 A· · ·Focus was to build it, to have it grow and I 17 suppose in the back of my mind, if I ever reached the 18 age of, say, 95, the goal would be to sell it. 19 Q· · ·Perhaps maybe let me rephrase the question for 20 you.· What type of business were you in, were you a mom 21 and pop ice cream shop or what kind of business is IRA 22 Services? 23 A· · ·We didn't produce ice cream. 24 Q· · ·So the type of business and the products that IRA 25 Services had are what? TALTY COURT REPORTERS, INC. 31 408.244.1900 - www.taltys.com YVer1f DEPONENT: EDWIN BLUE, PH.D. September 20, 2019 TODD ALLEN YANCEY vs IRA SERVICES, INC., et al. ·1 Todd Yancey to own his intellectual property? ·2 · · · · · MR. WEIBELL:· Objection, all of those ·3 predicates misstate the Witness' prior testimony.· If ·4 you just want to ask the question, you can do that. ·5 · · · · · MR. YANCEY:· No, I don't think it ·6 misrepresents. ·7 Q· · ·So the question is, you've testified now that ·8 there are no agreements with Plaintiff's Todd Yancey; ·9 is that correct? 10 A· · ·Yes. 11 Q· · ·You've also testified earlier that as the Chief 12 Executive Officer, the Chief Financial Officer, the 13 sole shareholder and the President of IRA Services, 14 that at no time did you ever pay Federal, State, or 15 Unemployment Taxes for the Plaintiff Todd Yancey; is 16 that also correct? 17 · · · · · MR. WEIBELL:· Objection misstates the 18 Witness' prior testimony. 19 · · · · · MR. YANCEY:· What do you believe the Witness 20 testify then, because I clearly heard the Witness 21 testify that at not time as the Chief Executive 22 Officer, Chief Financial Officer, the President, the 23 sole shareholder of IRA Services, does he ever recall 24 paying Federal, State, or Unemployment taxes for the 25 Plaintiff Todd Yancey. TALTY COURT REPORTERS, INC. 62 408.244.1900 - www.taltys.com YVer1f DEPONENT: EDWIN BLUE, PH.D. September 20, 2019 TODD ALLEN YANCEY vs IRA SERVICES, INC., et al. ·1 Q· · ·Is that correct, Mr. Blue? ·2 A· · ·That's correct.· Am I allowed to ask a question? ·3 · · · · · MR. WEIBELL:· You're allowed to ask a ·4 question if you need clarification, yes. ·5 · · · · · THE WITNESS:· Yes.· Are you trying to ·6 establish what your role was in terms of as consultant ·7 as opposed to an employee; is that what you're after? ·8 Q· · ·(BY MR. YANCEY)· What I'm asking is, at any time ·9 was I under the legal umbrella of the State of 10 California considered an employee?· Now, your attorney 11 is going to say that that's assuming a legal conclusion 12 for you, but what I want to establish is that, no, you 13 did not pay taxes?· I'll get to the next question. 14 · · · · · MR. WEIBELL:· I'm going to object to what 15 just transpired.· Yes, that does call for a legal 16 conclusion, also misstates the Witness' prior 17 testimony. 18 Q· · ·(BY MR. YANCEY)· Under direct questioning by your 19 attorney, Mr. Weibell, he asked you if the Plaintiff 20 Todd Yancey attempted to remove files from the ISCP and 21 assets from the company and you were unclear of the 22 timing of that.· First off, do you have firsthand 23 knowledge of the Plaintiff Todd Yancey removing any 24 data or assets from the company? 25 · · · · · MR. WEIBELL:· Objection. TALTY COURT REPORTERS, INC. 63 408.244.1900 - www.taltys.com YVer1f DEPONENT: EDWIN BLUE, PH.D. September 20, 2019 TODD ALLEN YANCEY vs IRA SERVICES, INC., et al. ·1 A· · ·Yeah. ·2 Q· · ·This one is unsigned. ·3 A· · ·Right. ·4 Q· · ·Would it -- do you recall Plaintiff Todd Yancey ·5 ever giving you expense reports and submitting them to ·6 you personally for review and for signature? ·7 A· · ·I don't recall, but I wouldn't be surprised if ·8 you had. ·9 Q· · ·Would you be surprised to learn that you 10 personally reviewed and personally signed every single 11 one of Plaintiff Todd Yancey's expenses and expense 12 reports with your own personal signature? 13 · · · · · MR. WEIBELL:· Objection, assumes facts not in 14 evidence. 15 · · · · · MR. YANCEY:· I'm saying would he be surprised 16 to know, to learn that fact. 17 · · · · · THE WITNESS:· I think I said prior to your 18 question, I wouldn't be surprised. 19 Q· · ·(BY MR. YANCEY)· If I suggested to you that you 20 personally signed every single one of them, do you have 21 any recollection that you would not have signed any 22 one? 23 · · · · · MR. WEIBELL:· Objection, assumes facts not in 24 evidence.· You can answer the questions. 25 · · · · · THE WITNESS:· No, I wouldn't be surprised TALTY COURT REPORTERS, INC. 94 408.244.1900 - www.taltys.com YVer1f DEPONENT: EDWIN BLUE, PH.D. September 20, 2019 TODD ALLEN YANCEY vs IRA SERVICES, INC., et al. ·1 that I routinely signed your expense reports. ·2 Q· · ·(BY MR. YANCEY)· And as the Chief Financial ·3 Officer of the company, you would have reviewed all the ·4 expenses? ·5 · · · · · MR. WEIBELL:· Objection, misstates the prior ·6 record or assumes facts not in evidence. ·7 Q· · ·(BY MR. YANCEY)· Would there be any reason for ·8 you not to review the expenses on an expense report, ·9 Mr. Blue? 10 A· · ·If I were maybe a little more due diligent in my 11 work, but maybe if the report was unusual, something, I 12 would. 13 Q· · ·In your -- 14 A· · ·But they were fairly easy to review.· You went to 15 an event and you put in some expenses and if it looked 16 okay at a glance and I approved it. 17 Q· · ·In the time that you've known Plaintiff Todd 18 Yancey, was there any time where you questioned any 19 expense or questioned whether his motives were clearly 20 to benefit the company? 21 · · · · · MR. WEIBELL:· Objection, goes beyond the 22 scope of the direct examination and is vague. 23 Q· · ·(BY MR. YANCEY)· Did you have any question or any 24 thoughts to question whether Plaintiff Todd Yancey ever 25 submitted expenses that were not justified or approved? TALTY COURT REPORTERS, INC. 95 408.244.1900 - www.taltys.com YVer1f DEPONENT: EDWIN BLUE, PH.D. September 20, 2019 TODD ALLEN YANCEY vs IRA SERVICES, INC., et al. ·1 Plaintiff Todd Yancey in his office sitting in a ·2 special chair next to his desk and telephone and ·3 computer? ·4 · · · · · MR. WEIBELL:· Objection. ·5 Q· · ·(BY MR. YANCEY)· Do you recall that? ·6 · · · · · MR. WEIBELL:· Sorry.· Objection, it goes ·7 beyond the scope of the direct examination, it's not ·8 relevant to the case. ·9 · · · · · MR. YANCEY:· It's relevant. 10 Q· · ·Mr. Blue, can you answer that question? 11 A· · ·Can I answer? 12 · · · · · MR. WEIBELL:· You can answer if you can 13 answer. 14 · · · · · THE WITNESS:· Sometimes you came in my office 15 and sometimes I came into yours. 16 Q· · ·(BY MR. YANCEY)· Would it surprise you to know 17 that you spent, on average, maybe six hours a day in my 18 office? 19 A· · ·I would and if I did, it would be a shame. 20 Q· · ·Would you think it would be four hours a day? 21 A· · ·I wouldn't know how many hours you spent in my 22 office a day. 23 Q· · ·Or vice versa.· But Plaintiff Todd Yancey, you 24 had a very close day-to-day constant contact, an 25 understanding of what was happening and what was going TALTY COURT REPORTERS, INC. 97 408.244.1900 - www.taltys.com YVer1f DEPONENT: EDWIN BLUE, PH.D. September 20, 2019 TODD ALLEN YANCEY vs IRA SERVICES, INC., et al. ·1 on, a very active participant in conversations, ·2 discussions; would that be a fair statement? ·3 A· · ·Yeah. ·4 Q· · ·Would Plaintiff Todd Yancey come to you for any ·5 major questions or decisions, would Plaintiff Todd ·6 Yancey involve you in those questions or decisions? ·7 A· · ·I would hope so, I'm pretty sure you did. ·8 Q· · ·Did you ever have any question at the time that ·9 Plaintiff Todd Yancey was doing anything but working to 10 your benefit and the company's benefit and his own 11 benefit? 12 A· · ·I had no questions. 13 · · · · · MR. YANCEY:· Okay, all right.· So if you'd 14 like to take a break, we can take a break now, and 15 we'll come back and go through the rest of this. 16 · · · · · MR. WEIBELL:· So let's break for an hour, 17 unless you want less, maybe 45 minutes, will 45 minutes 18 work? 19 · · · · · MR. YANCEY:· Just a caution to Mr. Blue, I do 20 intend to ask you if during your lunch break your 21 attorneys coached you on any of the answers or what you 22 should say, so be prepared that I will ask that 23 question. 24 · · · · · MR. WEIBELL:· Obviously we're not going to 25 coach our Witness, but any questions about TALTY COURT REPORTERS, INC. 98 408.244.1900 - www.taltys.com YVer1f DEPONENT: EDWIN BLUE, PH.D. September 20, 2019 TODD ALLEN YANCEY vs IRA SERVICES, INC., et al. ·1 · · · · · MR. WEIBELL:· I instruct you not to answer ·2 that question. ·3 Q· · ·(BY MR. YANCEY)· Okay.· Edwin, this dispute, ·4 you've testified that Plaintiff Todd Yancey did not ·5 return certain assets to the company, do you know what ·6 those assets are?· Do you have a list of those assets? ·7 Do you have any visibility or knowledge of what those ·8 assets the Plaintiff Todd Yancey did not return to the ·9 company? 10 · · · · · MR. WEIBELL:· Objection, compound. 11 Q· · ·(BY MR. YANCEY)· Mr. Blue, what assets did 12 Plaintiff Todd Yancey not return to the company? 13 A· · ·I would have to check, but I think there were 14 some maybe computers or something.· I can't give you an 15 answer now, but I can certainly check with the office 16 and see if there's anything that they think is, that 17 was taken I'm not aware of it. 18 Q· · ·So earlier, Mr. Blue, you testified that you 19 recall briefly reviewing perhaps very minimally the 20 Cross-Complaint that alleges the Plaintiff Todd Yancey 21 had taken assets and right now you're claiming that 22 you're not clear on what those would be. 23 · · · · · MR. WEIBELL:· Objection. misstates the 24 Witness' prior testimony. 25 Q· · ·(BY MR. YANCEY)· You're unable to identify, TALTY COURT REPORTERS, INC. 102 408.244.1900 - www.taltys.com YVer1f DEPONENT: EDWIN BLUE, PH.D. September 20, 2019 TODD ALLEN YANCEY vs IRA SERVICES, INC., et al. ·1 neighborhood and knocked on the door to say hello or ·2 something and that would have been, I don't know, three ·3 or four years before you got involved with the ·4 company. ·5 Q· · ·So Mr. Blue, do you -- would it surprise you if ·6 that date was in October of 2012? ·7 A· · ·That's possible. ·8 Q· · ·Okay.· But you're not certain? ·9 A· · ·No. 10 Q· · ·Earlier the testimony was and in your Verified 11 Cross-Complaint and your Verified Answer, you have 12 asserted that Plaintiff Todd Yancey asked you to join 13 your Board of Directors; is that your testimony? 14 · · · · · MR. WEIBELL:· Objection, misstates the 15 documents that were referenced, misstates the testimony 16 and compound. 17 Q· · ·(BY MR. YANCEY)· Is it your testimony that 18 Plaintiff Todd Yancey asked you to join your Board of 19 Directors? 20 A· · ·I don't recall that.· I only know that the key 21 Board member died and you were on the scene and it made 22 sense to put you on it. 23 Q· · ·Okay.· Mr. Blue, I'm going to try to see if I can 24 perhaps remind you of some of the preceding activity, 25 that might be helpful in all of this.· So forgive me -- TALTY COURT REPORTERS, INC. 122 408.244.1900 - www.taltys.com YVer1f DEPONENT: EDWIN BLUE, PH.D. September 20, 2019 TODD ALLEN YANCEY vs IRA SERVICES, INC., et al. ·1 have any bearing to your decisions about hiring a ·2 person or not asking someone to join the Board? ·3 · · · · · MR. WEIBELL:· Objection, that was a very long ·4 question with a really leading lead part that is not ·5 facts in the case, assumes facts that are not in ·6 evidence.· You can try and answer the question if you ·7 can answer it, but I'm going to object that it assumes ·8 facts not in evidence. ·9 · · · · · MR. YANCEY:· You introduced the facts, Tony, 10 Mr. Weibell. 11 Q· · ·So Mr. Blue, given the previous testimony where 12 you were asked the specific question, would you have 13 asked Plaintiff Todd Yancey to join your Board if you 14 knew that he had been sued, given that that lawsuit was 15 for non-compete and thrown out, would you still 16 maintain your same answer? 17 · · · · · MR. WEIBELL:· Objection, incomplete 18 hypothetical, misstates the record and the testimony of 19 the Witness earlier. 20 Q· · ·(BY MR. YANCEY)· Mr. Blue, would you like to 21 answer that question? 22 A· · ·My attorney's advice -- 23 · · · · · MR. WEIBELL:· Yes, you can answer that. 24 Unless I instruct you not to answer, you can answer the 25 questions. TALTY COURT REPORTERS, INC. 127 408.244.1900 - www.taltys.com YVer1f DEPONENT: EDWIN BLUE, PH.D. September 20, 2019 TODD ALLEN YANCEY vs IRA SERVICES, INC., et al. ·1 · · · · · THE WITNESS:· If I were convinced that the ·2 case was thrown out and had no value, I would feel ·3 differently about it, of course. ·4 Q· · ·(BY MR. YANCEY)· And you would feel differently ·5 about your previous testimony, not understanding all ·6 the facts, have you learned all the facts since you ·7 were told on that case? ·8 A· · ·I was told about a case and I responded.· Had I ·9 been aware of the case, I would have responded the way 10 I did. 11 Q· · ·And do you think that -- first off, Mr. Blue, who 12 told you the facts of the case, that you recall? 13 · · · · · MR. WEIBELL:· Objection, to the extent you 14 learned anything from your attorneys, I instruct you 15 not to answer that question. 16 Q· · ·(BY MR. YANCEY)· Mr. Blue, did anyone, besides 17 your attorneys that are represented in this room, tell 18 you anything about that case? 19 A· · ·No. 20 Q· · ·Okay.· Likewise, Mr. Blue, do you think it's 21 important to disclose to all Board members or potential 22 Board members or executives of the company, that there 23 was a previous lawsuit in the Superior Court in 24 San Francisco brought by IRA Services for reimbursement 25 from an insurance company for an employee theft of over TALTY COURT REPORTERS, INC. 128 408.244.1900 - www.taltys.com YVer1f DEPONENT: EDWIN BLUE, PH.D. September 20, 2019 TODD ALLEN YANCEY vs IRA SERVICES, INC., et al. ·1 · · · · · MR. WEIBELL:· We're going off the record at ·2 2:14 p.m. ·3 · · · · · (A short break was taken.) ·4 · · · · · (The record was read back by the Reporter.) ·5 · · · · · THE VIDEOGRAPHER:· We are back on the record ·6 at 2:24 p.m. ·7 Q· · ·(BY MR. YANCEY)· Mr. Blue, do you now believe or ·8 at the time believe that Plaintiff Todd Yancey actually ·9 believed that the two of you reached a binding 10 agreement when you mediated your purchase of his 11 intellectual property at Ed Willig's office on 12 February 23rd? 13 · · · · · MR. WEIBELL:· Objection, assumes facts not in 14 evidence and vague. 15 · · · · · THE WITNESS:· Can I respond? 16 · · · · · MR. WEIBELL:· Yes. 17 · · · · · MR. YANCEY:· Yes. 18 · · · · · THE WITNESS:· When we had our meeting in he 19 Ed Willig's office, I don't recall any comment that I 20 was paying you to get back assets that never came up. 21 So I don't understand how that sprung into the 22 conversation. 23 Q· · ·(BY MR. YANCEY)· Mr. Blue, would you be surprised 24 to learn that there was no discussion whatsoever on the 25 meeting of February 23rd, where there was any TALTY COURT REPORTERS, INC. 140 408.244.1900 - www.taltys.com YVer1f DEPONENT: EDWIN BLUE, PH.D. September 20, 2019 TODD ALLEN YANCEY vs IRA SERVICES, INC., et al. ·1 · · · · · MR. YANCEY:· All right, so that's fine. ·2 Q· · ·So your testimony here is that there was no ·3 assets that Plaintiff Todd Yancey had taken, that ·4 you're aware of, on February 23rd when you agreed for ·5 4.5 million dollars? ·6 · · · · · MR. WEIBELL:· Objection. ·7 · · · · · MR. YANCEY:· Is that your testimony? ·8 · · · · · MR. WEIBELL:· Objection, misstates the ·9 Witness' testimony. 10 Q· · ·(BY MR. YANCEY)· Would you like to restate that 11 testimony, Mr. Blue? 12 A· · ·What I just said was that I was paying you 13 because I wanted you out of my situation there. 14 Q· · ·Okay. 15 A· · ·Until I learned what happened. 16 Q· · ·And what did you learn happened, Mr. Blue? 17 A· · ·I learned that there was a possibility that our 18 system would be in jeopardy because of the action that 19 was being taken. 20 Q· · ·Are you aware of any time between February 23rd 21 and March 12th, that there was no -- that the ISCP was 22 unaccessible to any client or to any person at either 23 IRA Services or any provider such as Acorns, Lending 24 Club, Wealthfront? 25 · · · · · MR. WEIBELL:· Objection, assumes facts not in TALTY COURT REPORTERS, INC. 143 408.244.1900 - www.taltys.com YVer1f DEPONENT: EDWIN BLUE, PH.D. September 20, 2019 TODD ALLEN YANCEY vs IRA SERVICES, INC., et al. ·1 been around for a long time, it was more vulnerable, if ·2 that's your point, I agree. ·3 Q· · ·And had been withdrawn from any support or even ·4 software updates from HP for those critical security ·5 vulnerabilities that might occur. ·6 · · · · · MR. WEIBELL:· Objection, lacks foundation. ·7 Is that a question or are you testifying? ·8 Q· · ·(BY MR. YANCEY)· So Mr. Blue, as the CEO, as a ·9 Chairman and CEO, CFO, and sole shareholder of IRA 10 Services and as you said earlier, the buck stops with 11 you, that you're responsible for everything, the vital 12 security of your clients' data, their personal 13 information, Social Security numbers, date of births, 14 beneficiaries' information, their date of births and 15 Social Security numbers, is of vital concern to you; is 16 it not? 17 A· · ·Yes. 18 Q· · ·And as such, you would want to make sure that 19 every reasonable precaution was made so that that 20 information was not hacked or in any way accessible 21 from the outside; would that not be correct? 22 A· · ·Yes. 23 Q· · ·And what security measures did you put in place 24 at IRA Services to make sure that no hackers could get 25 access to personal information, Social Security TALTY COURT REPORTERS, INC. 148 408.244.1900 - www.taltys.com YVer1f DEPONENT: EDWIN BLUE, PH.D. September 20, 2019 TODD ALLEN YANCEY vs IRA SERVICES, INC., et al. ·1 A· · ·There was data out there in the cloud that ·2 disappeared that you took. ·3 Q· · ·But you're unaware of what that data is and you ·4 have no firsthand knowledge, you're assuming that by ·5 what somebody has told you? ·6 A· · ·And it is true, you had a lot of data in the ·7 cloud that I had no access to or was unaware of for ·8 sometime. ·9 Q· · ·Okay.· Who had access to that data? 10 A· · ·As far as I know, you and King Street. 11 Q· · ·Okay.· Do you think that, Mr. Blue, earlier you 12 testified that you're aware of the fact that your 13 computer was hacked, your email was hacked, do you 14 think that precautions were put in place to guarantee 15 that vital client data, Social Security numbers, date 16 of births would not ever leak into the public by a 17 hacker, do you think that any steps made to protect 18 that data was, in fact, what you directed it to be done 19 at the time? 20 · · · · · MR. WEIBELL:· Objection, misstates the 21 Witness' prior testimony and assumes facts not in 22 evidence. 23 Q· · ·(BY MR. YANCEY)· He just said as the Chairman, 24 CEO, CFO, and sold shareholder protecting vital client 25 data was of the highest priority, is that not what TALTY COURT REPORTERS, INC. 151 408.244.1900 - www.taltys.com YVer1f DEPONENT: EDWIN BLUE, PH.D.