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DocuSign Envelope ID: 5F59163A-2587-4E8B-96FB-829D9FA65FC1
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Y osef Peretz (SBN 209288)
yperetz@ peretzlaw.com
David Garibaldi (SBN 313641) ELECTRONICALLY
dgaribaldi@ peretzlaw.com
PERETZ & ASSOCIATES son lc EO
22 Battery Street, Suite 200 County of San Francisco
San Francisco, CA 94111 06/30/2020
Tel: 415.732.3777 Clerk of the Court
Fax: 415.732.3791 Deputy Clerk
Attomeys for Plaintiff GARY JOHNSON
SUPERIOR COURT OF THE STATE OF CALIFORNIA
COUNTY OF SAN FRANCISCO
GARY JOHNSON, individually and Case No. CGC-20-583239
derivatively on behalf of GREENSPAN
ADJUSTERS INTERNATIONAL, INC., a DECLARATION OF GARY JOHNSON IN
corporation, and ADJUSTERS OPPOSITION TO DEFENDANTS’
INTERNATIONAL PACIFIC MOTION TO DISQUALIFY PERETZ &
NORTHWEST, INC., a corporation, ASSOCIATES AS COUNSEL FOR
PLAINTIFF GARY JOHNSON
Plaintiff,
v.
GREENSPAN ADJUSTERS
INTERNATIONAL, INC.; ADJUSTERS
INTERNATIONAL PACIFIC
NORTHWEST, INC.; GORDON SCOTT, III;
STEVE SEVERAID; PAUL MIGDAL;
JAMES WARREN; CLAY GIBSON; DREW
LUCURELL; CHRIS LUCURELL; and
DOES 1 through 20, inclusive,
Defendants.
I, Gary Johnson, declare as follows:
1. I am the Plaintiff in this matter, GARY JOHNSON (“Plaintiff”). I make this declaration
in Opposition to Defendants’ Motion to Disqualify Peretz & Associates as Counsel for Plaintiff
Gary Johnson. If called as witness in this matter I would and could competently testify to the
following.
2. I was the co-founder, co-chairman, and director of GREENSPAN ADJUSTERS
INTERNATIONAL, INC. (“Greenspan”) for 36 years, including being an officer and a director
DECLARATION OF GARY JOHNSON IN OPPOSITION TO DEFENDANTS’ MOTION TO DISQUALIFY PERETZ & ASSOCIATES
AS COUNSEL FOR PLAINTIFF GARY JOHNSON
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at the time of my termination from Greenspan. In that capacity, I had access to all of Greenspan’s
confidential and privileged information during my employment, including the allegations
surrounding Fratkin’s purportedly illegal behavior and legal advice given by counsel.
3. I would have known if Masood Khan (“Khan”) had given Greenspan any legal advice
concerning the illegality of Fratkin’s conduct or the implications of his employment by the
company because as co-chairman and a director any such opinion would have been provided to
me. As no such legal opinion by Khan was ever provided to me either by Khan himself or by
anyone else, I am confident that Khan never provided legal advice concerning Frakin.
4. I learned about Fratkin’s status as a convicted felon and his inability to legally perform
public adjusting work for Greenspan in 2017 from Gregg Clifford. I have never leamed any
details conceming this issue from Khan in any capacity whatsoever.
5. I personally filed a complaint with the Califomia Department of Insurance (CDI)
conceming Fratkin on July 5, 2018. A true and correct copy of this complaint is attached hereto
as Exhibit A.
6. Khan was not involved in my complaint to the CDI in anyway whatsoever. I did not
consult him, learn any facts relevant to the CDI complaint from Khan, or involve Khan in any
way whatsoever.
7. I did not learn about Fratkin’s criminal background from Khan.
8. As | alleged in my First Amended Complaint, I expressed concern to my fellow officers
and directors over Fratkin’s inability to do public adjusting work for Greenspan and the illegality
of doing so as far back as 2014, but those complaints were ignored.
9. I never solicited legal advice from Khan about Fratkin’s purportedly illegal conduct for
Greenspan. Khan never provided me legal advice about Fratkin at any time.
10. Neither Khan nor anyone else ever communicated any legal communication, opinion,
counsel, or advice whatsoever by Khan about Fratkin’s purportedly illegal conduct or about any
other legal matters relevant to this lawsuit.
11. The only individuals whom I ever consulted about Fratkin’s conduct was Fratkin and the
other Individual Defendants in this matter.
12. lam not aware of any legal opinion, communication, or advice by Khan that is in any way
relevant to the claims and allegations contained in my First Amended Complaint
DECLARATION OF GARY JOHNSON IN OPPOSITION TO DEFENDANTS’ MOTION TO DISQUALIFY PERETZ & ASSOCIATES
AS COUNSEL FOR PLAINTIFF GARY JOHNSON
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13. Throughout the time that Greenspan was subjecting me to discriminatory, retaliatory, and
harassing conduct, Greenspan was represented by outside counsel Ivo Labar. It was Labar, not
Khan, whom authored the correspondence referred to in my First Amended Complaint.
14. lam informed and believe that Peretz & Associates are highly competent and experienced
counsel with a long history of prevailing in complex employment disputes.
15. I see Peretz & Associates’ concurrent representation of Khan against Greenspan as a huge
advantage, because Peretz & Associates because there is some overlap with respect to non-
privileged facts concerning Khan’s replacement of me as the Public Adjuster in Puerto Rico and
the overlap in Defendants.
16. | However, I am not aware of any fact that is known by Khan in his capacity as an attorney
that I do not already know in my capacity as co-chairman, director, and shareholder. Nor do I
believe that it is possible that Khan would know any facts in his capacity as a lawyer that I do not
already know as co-chairman, director, and shareholder.
17. Ihave acknowledged any potential conflicts arising from Peretz & Associates’ concurrent
representation of myself and Khan, and agreed to waive all such conflicts in writing before this
motion was even filed. A true and correct copy of this signed waiver is attached hereto as Exhibit
B.
18. Disqualifying Peretz & Associates as my counsel would also prejudice me financially, as
I would be forced to seek out replacement counsel at a significant loss of time and money.
19. I am informed and believe that Daniel Cravens of Cravens & Associates, my other listed
counsel is a solo practitioner based in Fresno, California and would be hard pressed to continue
the litigation alone.
I declare under penalty of perjury under the laws of the State of California that the
foregoing is true and correct of my own personal knowledge and as to such matters, I am informed
and believe that they are true and correct.
Executed on June 30, 2020 at San Francisco, California
DocuSigned by:
Cary Jolson.
6 ary Johnson
DECLARATION OF GARY JOHNSON IN OPPOSITION TO DEFENDANTS’ MOTION TO DISQUALIFY PERETZ & ASSOCIATES
AS COUNSEL FOR PLAINTIFF GARY JOHNSON
-3-EXHIBIT AGary W. Johnson
3839 Antonin Way
Pleasanton, CA 94566
(925) 785-9058
July 5, 2018
Via E-mail and FEDEX
California Department of Insurance
c/o Investigative Division, Enforcement Branch Headquarters
2400 Del Paso Road, Suite 250
Sacramento, CA 95834
investigations@insurance.ca.gov
RE: Report of Potential Insurance Fraud and Violation of 18 U.S.C 1033
To Whom It May Concern,
My name is Gary W. Johnson. Along with Gordon A. Scott III, I co-founded Greenspan
Adjusters International, Inc. f/k/a The Greenspan Company North (the “Company”) with its
principal place of business at 400 Oyster Point Blvd., South San Francisco, CA 94080,
California Corporate number C2477164. Recently I have become concerned about various
management activities at the Company. While some of those activities may be bad business
decisions by members of management, others may constitute violations of the state and/or
federal law.
Over the last several years as I have begun to wind down my involvement with the Company. I
was involved in a near fatal automobile accident in late 2012 that took my focus away from the
Company management while I recovered. Mr. Scott and others experimented with various
potential management succession models.
I understand that part of the new approach has involved a much more substantial use of Mark B.
Fratkin in managing the company and leading and managing the sales team. I understand from
another source that Mr. Fratkin was previously convicted of one or more felonies in connection
with embezzlement or other felonies involving dishonesty or a breach of trust prior to joining the
Company. It is my understanding that Mr. Fratkin was banned from engaging in the business of
insurance. After learning of this issue, I was also made aware of the following criminal court
records:
1. The People of the State of California v. Mark Bruce Fratkin, Case No. SC027551A,
1991, Superior Court of California, County of San Mateo;
2. The People of the State of California v. Mark Bruce Fratkin, Case No. NF215912A,
1991, Superior Court of California, County of San Mateo.It is my understanding that Mr. Fratkin is holding himself out as the Director of Sales and
appears to be participating as a member of the management team of the Company. Enclosed
with this correspondence are a number of documents suggesting that Mr. Fratkin is acting in a
key management role as well as Director of Sales.
T also recently learned that Mr. Fratkin may be soliciting sales for the Company fraudulently
using the names of other agents in e-mail correspondence in an attempt to hide his involvement
from third parties.
I do not know if the above was properly disclosed by the Company when it applied and/or
renewed its Business Entity Application Public Adjusters License (Form CDI-181), or whether
written consent from the Insurance Commissioner was sought and/or obtained. I am not aware
of any waiver granted by the California Department of Insurance with respect to Mr. Fratkin.
Based on my current understanding of Mr. Fratkin’s increased management and sales roles, I
believe the Company may be knowingly violating state and federal law, specifically 18 USC
1033, which prohibits anyone who has been convicted of a felony involving dishonesty or a
breach of trust from engaging in the business of insurance unless they have obtained the written
consent of the Insurance Commissioner. I also learned that it may be a criminal offense for the
Company to willfully employ such a person to engage in the business of insurance without the
requisite written consent. I feel compelled to bring this matter to your attention.
Sincerely,
Gary JohnsonEXHIBIT B‘WAIVER OF CONFLICT OF INTEREST REGARDING
CONCURRENT REPRESENTATION
This WAIVER OF CONFLICT OF INTEREST REGARDING CONCURRENT
REPRESENTATION is made by Gary Johnson (“the Client”) regarding the representation of
Peretz & Associates and Cravens & Associates (“the Attorneys”).
1. DISCLOSURE OF CONCURRENT REPRESENTATION. You have requested concurrent
representation by the A ttomeys regarding your dispute with THE GREENSPAN COMPANY,
GREENSPAN ADJUSTERS INTERNATIONAL, INC.; ADJUSTERS
INTERNATIONAL/CALIFORNIA, INC.; ADJUSTERS INTERNATIONAL PACIFIC
NORTHWEST, INC.; GORDON SCOTT; CLAY GIBSON; MARK FRATKIN; PAUL
MIGDAL; AND/OR STEVE SEVERAID. Attomeys represent Masood Khan in regard to a
similar action filed in San Francisco County Superior Court: CGC-19-581129. Concurrent
representation has the potential to create a conflict of interest between or among you and other
individuals or entities that are represented by Attorneys in these matters (“others”). For this
reason, the State Bar of California requires that each affected client sign a written waiver of
any potential conflict of interest.
2. CONFLICT OF INTERESTS. In our opinion, based on the information provided to date, no
actual conflict exists at this time, as you and all others currently share a common interest in the
subject of the representation.
In the event that an actual conflict, dispute or disagreement arises between or among you and
others regarding your respective rights, we cannot and will not advise any one of you or others
regarding any matter in which an actual conflict of interest develops, and we will decline to
represent you or others in any manner regarding that conflict, dispute or disagreement.
There are various ways in which a conflict of interest might arise in the future. For example, if
we receive conflicting instructions from more than one of you or others, we will not be able to
follow one set of instructions without violating our professional obligations to you or others of
you. This situation, if unresolved, could create a conflict of interest which would require us to
withdraw from representation, thus requiring each of you to seek new counsel. Therefore, as a
condition of our agreeing to concurrent representation, we require that you and all others
provide us with a common set of instructions for all matters, in order to prevent such a potential
conflict. In addition, we require that you and all others decide among yourselves which one or
two of you are authorized to speak on behalf of each and all of you or others, and provide us
with the name(s) of the representative(s).
Additionally, a conflict may arise because you and others develop inconsistent objectives. For
example, one or more of you may wish us to pursue a path that could adversely affect the
interests of another, or you may disagree among yourselves regarding which avenue(s) to
pursue. This situation, if unresolved, could create a conflict of interest which would require us
to withdraw from representation, thus requiring each of you to seek new counsel. To prevent
this from happening, we will make every effort during the course of representation to confirm
that each of you has a commonality of interest regarding the positions asserted on your
Page 1 of 3respective behalves. If your interests diverge during the course of representation, further
disclosure and waiver of the conflict, or withdrawal from representation, will be required.
Should a divergence of your respective interests occur, each of you and others will have to
expressly consent to our continuing representation of any or all of the other clients.
. INDEMNIFICATION. You should each also be aware that each of you might have
indemnification rights against one or more of the others. As stated above, since we are
representing your common interests in this matter, we cannot represent or advise any one of
you with respect to those claims. We suggest that you consult separate counsel if
indemnification issues exist or arise.
. ATTORNEY-CLIENT PRIVILEGE. You should also consider that, as among yourselves,
there is no right to assert the attorney-client privilege about communications we receive from
any of you or others regarding the concurrent representation. By executing this letter, you
confirm that you are aware of California Evidence Code section 962, which states:
Where two or more clients have retained or consulted a lawyer upon a matter of
common interest, none of them, nor the successor in interest of any of them, may
claim a privilege under this article as to a communication made in the course of that
relationship when such communication is offered in a civil proceeding between one
of such clients (or his successor in interest) and another of such clients (or his
successor in interest).
Further, your signature below confirms your express consent to our communicating with each
of you and others regarding the communications we receive from any of you or others.
Additionally, your signature below acknowledges that if information we learn from any of you
or others is significant we may have an ethical duty to disclose that information to the
remainder of you or others.
. ATTORNEYS’ FEES. If any attomeys’ fees in this matter are paid in whole or part by one or
more of you on behalf of any other(s) of you, California Rule of Professional Conduct 3-
310(F)(3) requires us to obtain your written consent for this payment. Y our signature below
confirms this consent. We confirm to you that any such payment shall not interfere with the
independence of our professional judgment or the attorney-client relationship between our firm
and each of you or others.
. DOCUMENT RETENTION. In addition to the above, your signature below confirms your
express consent that, after the conclusion of services in this matter, we may retain your original
file in storage for five years and then destroy it, unless before that time you have provided us
with written notification, signed by each of you, that we are to furnish the original file to one
of you in specific.
. POTENTIAL FUTURE CONFLICTS. By executing this letter, you confirm that you have
been fully informed regarding the nature of the potential conflicts which may arise from our
concurrent representation of all of you and others; that you have been provided a reasonable
opportunity to seek the advice of independent counsel of your choice regarding these potential
Page 2 of 3conflicts and waiver of those conflicts; and you understand that a conflict may arise in the
future which may require an additional disclosure and waiver by you, or, alternatively, our
withdrawal from representing one or all of you and others. Additionally, you confirm that you
will take the opportunity to retain independent counsel in the event you have any reservations
regarding our concurrent representation of your interests, the issues arising from that
representation, and/or the waiver of any potential conflict of interest.
If the above accurately reflects your understanding, please sign this letter where indicated
below and return it to me. Of course, prior to signing, feel free to reach out to me to discuss any
questions or comments you may have.
Thank you, and I look forward to working with you.
ACKNOWLEDGMENTS:
lL. T acknowledge that I have carefully read the above letter.
2; I expressly acknowledge that with respect to concurrent representation by Attorneys, the
potential exists for my interests to conflict with others. Nevertheless, | knowingly and voluntarily
consent to this concurrent representation.
5: I further expressly acknowledge that I have been informed that I have the right to seek
independent legal counsel regarding the advisability of waiving this conflict of interest and I have
had a reasonable opportunity to do so.
4/23 [2
Date signed
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