Request,Application: Pacific Union International, Inc. vs. Ludwick, Erik et al

• 
• 
• 
• 
• 
• 
• 
• 

						
                                
Preview
                                10
ul
12
13
14
15
16
7
18
19
20
21
22
23
24
25
26
27
28

 

 

ELECTRONICALLY FILED
Superior Court of California,
County of Placer

SHANNON B. JONES LAW GROUP, INC. ey: la 07/30/2020 sty Clerk
SHANNON B. JONES (Bar No. 149222) ys Naurel sanders, Meputy te
sbj@sbj-law.com

LINDSEY A. MORGAN (Bar No. 274214)

lam@sbj-law.com

208 W. El Pintado Road

Danville, California 94526

Telephone: (925) 837-2317

Facsimile: (925) 837-4831

Attorneys for Plaintiff
PACIFIC UNION INTERNATIONAL, INC.

IN THE SUPERIOR COURT OF THE STATE OF CALIFORNIA
IN AND FOR THE COUNTY OF PLACER

PACIFIC UNION INTERNATIONAL, INC., Case No. SCV0042080

Plaintiff, PACIFIC UNION INTERNATIONAL,
INC.’S REQUEST FOR JUDICIAL
NOTICE IN SUPPORT OF OPPOSITION
TO DEFENDANTS’ MOTION FOR

v.

ERIK LUDWICK, an individual and

beneficiary of The Anything Trust Dated SUMMARY JUDGMENT
October 12, 2007; THE ANYTHING TRUST
BOOTH, in his capacity as trustee of The . «
Anything Trust Dated October 12, 2007; and Date: August 13, 2020
DOES 1-50, Time: 8:30 a.m.

Dept: 42

Defendants.

Complaint Filed: November 7, 2018

)
)
)
)
)
)
)
DATED OCTOBER 12, 2007; PAUL D. )
)
)
)
)
)
)
)
) Trial Date: September 21, 2020

 

Pursuant to Evidence Code Sections 452(d), 452(h) and 453 and California Rules of
Court Rule 3.1350 et seq., plaintiff PACIFIC UNION INTERNATIONAL, INC. (“Pacific Union”)
respectfully request that the Court take judicial notice of the following:

1. A copy of Plaintiff's Complaint for: 1) Breach of Contract; 2) Breach of
the Implied Covenant of Good Faith and Fair Dealing; 3) Common Counts; 4) Intentional
Interference with Contractual Relations; 5) Intentional Interference with Prospective Economic
Advantage; 6) Intentional Misrepresentation; 7) Specific Performance; and 8) Declaratory Relief

filed November 7, 2018 (Pacific Union International, Inc. v. Erik Ludwick, et al., Placer County

 

PACIFIC UNION’S REQUEST FOR JUDICIAL NOTICE ISO OPPOSITION TO DEFENDANTS’ MSJa

SO me ND YD

 

 

Superior Court number SCV 0042080), a true and correct copy of which is attached hereto as
Exhibit 11.

2. The order dated February 28, 2019 Denying Defendants’ Motion to Transfer
Venue (Pacific Union International, Inc. v. Erik Ludwick, et al., Placer County Superior Court
number SCV 0042080), a true and correct copy of which is attached hereto as Exhibit 12.

3. The order dated June 3, 2019 Denying Defendants’ Demurrer to Complaint
(Pacific Union International, Inc. v. Erik Ludwick, et al., Placer County Superior Court number
SCV 0042080), a true and correct copy of which is attached hereto as Exhibit 13.

4, The Declaration of Nicholas Segal in Support of Pacific Union International,
Inc.’s Motion for Summary Judgment, or, Alternatively, Summary Adjudication of Issues dated
June 3, 2020 and filed on June 5, 2020 in this action, a true and correct copy of which is attached
hereto as Exhibit 14.

5. The Declaration of Madison Hildebrand in Support of Pacific Union
International, Inc.’s Motion for Summary Judgment, or, Alternatively, Summary Adjudication of
Issues dated June 4, 2020 and filed on June 5, 2020 in this action, a true and correct copy of which

is attached hereto as Exhibit 15.

Dated: July 40 , 2020

SHANNON B. JONES LAW GROUP, INC.

 

5

PACIFIC UNION’S REQUEST FOR JUDICIAL, NOTICE ISO OPPOSITION TO DEFENDANTS" MSJExhibit 11CS em IY DW RB YW we He

SB Nk Ye YP YPN NR NY YH] we Be He ew ew ew De LW
Soy ranun F VN | SHOE we AAA BH 2S

 

 

ED

son EL
SHANNON B. JONES LAW GROUP, INC. Uperior Court of Calltornia
SHANNON B. JONES (Bar No. 149222) wor blacer

sbj@sbj-law.com Noy 07 2018
LINDSEY A. MORGAN (Bar No. 274214) dak
Jam@sbj-law.com Executive oinatters

208 W. El Pintado Road By: 0, Lucatuorto, Denty

Danville, California 94526
Telephone: (925) 837-2317
Facsimile: (925) 837-4831

Attorneys for Plaintiff
PACIFIC UNION, INTERNATIONAL, INC.

IN THE SUPERIOR COURT OF THE STATE OF CALIFORNIA.
IN AND FOR THE COUNTY OF PLACER

PACIFIC UNION INTERNATIONAL, INC.,
Plaintiff,

Case No.

PLAINTIFF’S COMPLAINT FOR:

v. 1. BREACH OF CONTRACT;
ERIK LUDWICK, an individual and
beneficiary of The Anything Trust Dated
October 12, 2007; THE ANYTHING TRUST
DATED OCTOBER 12, 2007; PAUL D.
BOOTH, in his capacity as trustee of The
Anything Trust Dated October 12, 2007; and
DOES 1-50,

2. BREACH OF THE IMPLIED
COVENANT OF GOOD FAITH
AND FAIR DEALING;

3. COMMON COUNT;
4, INTENTIONAL INTERFERENCE

WITH CONTRACTUAL
RELATIONS;

Defendants.

5. INTENTIONAL INTERFERENCE
WITH PROSEPCTIVE ECONOMIC
ADVANTAGE;

6. INTENTIONAL
MISREPRESENTATION;

7. SPECIFIC PERFORMANCE; and

8. DECLARATORY RELIEF.

SS

 

Plaintiff PACIFIC UNION INTERNATIONAL, INC. (“Plaintiff”) complains and

alleges as follows: Fv FAX f

~ COMPLAINT FOR DAMAGESom ND

10
ll
12

14
15
16
7
18
19
20
21
22
23
24
25
26
27
28

 

 

GENERAL ALLEGATIONS

1. Plaintiff Pacific Union International, Inc. is, and at all relevant times
herein was, a California corporation doing business throughout California, including in both Los
Angeles County and Placer County, as a California licensed real estate brokerage firm.

Bs During the events described in this Complaint, but before a successful
offer to purchase the property was submitted, Pacific Union acquired the Partners Trust on
August 2, 2017. The two brokerages are collectively referred to in this Complaint as “Pacific
Union.” As part of this acquisition, Pacific Union became the owner of the contract described
herein and attached to this Complaint.

3. Defendant Erik Ludwick (“Ludwick”) is an individual and the beneficiary
of The Anything Trust Dated October 12, 2007. On information and belief, Ludwick resides in

Los Angeles County, California.

4. On information and belief, Defendant The Anything Trust Dated October
12, 2007 (“Trust”) is a revocable living trust instrument operating with Ludwick as its settlor and
beneficiary.

St Defendant Paul D. Booth (“Trustee”) is the owner and principal of Delta
Wealth Management (“Delta”) and is the Trustee of the Trust. On information and belief,
Trustee resides in and administers the Trust from Delta’s office in Granite Bay, in Placer County,
California.

6. Defendants Does | through 50, inclusive, are sued herein under fictitious
names. Their true names and capacities are unknown to Plaintiff. When their true names and
capacities are ascertained, Plaintiff will amend this Complaint by inserting their true names and
capacities herein. Plaintiff is informed and believes, and thereon alleges, that each of the
fictitiously named defendants is responsible in some manner for the occurrences alleged herein,
and that Plaintiff's damages were proximately caused by those defendants.

7. Plaintiff is informed and believes, and on that basis alleges, that, at all
times herein mentioned, Defendants and Does 1 through 50, inclusive, and each of them, were

agents, servants and employees of their co-defendants, and in doing the things hereinafter alleged

2

 

COMPLAINT FOR DAMAGES,A FB Bw N

Cem NIN aD

10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28

 

 

were acting in the scope and authority as such agents, servants, and employees, and with the
permission and consent of their co-defendants.

8. Defendants, including Does 1-50, are collectively referred to as
“Defendants.”

o Jurisdiction and venue are proper in this judicial district pursuant to
California Code of Civil Procedure Section 395(a) and California Probate Code Section
17002(a). The principal place of administration of the Trust, where the day-to-day activity of the
Trust is carried on by the Trustee, is in Granite Bay, in Placer County.

10. On or about August 29, 2016, Trustee on behalf of the Trust executed a
Residential Listing Agreement (the “Contract”) with Plaintiff and Plaintiff's agents for the sale
of real property located at 200 Toyopa Drive, Pacific Palisades, Los Angeles County, California
90272, assessor’s parcel no. 4411-026-001 (the “Property”). A true and correct copy of the
Contract is attached hereto as “Exhibit A”.

11. The Contract agreed to an initial listing price for the Property of Twenty
Million Dollars ($20,000,000), with a term from September 1, 2016 through February 28, 2017.
The Contract set Plaintiffs compensation at six percent (6%) of the Property’s sales price if:
“during the Listing Period, or any extension, Broker, cooperating broker, Seller or any other
person procures a ready willing, and able buyer whose offer to purchase the Property on any
price and terms is accepted by Seller...” (Contract, Ex. A, § 3A(1).) The Contract also provided
that Plaintiff would be due a commission if, “within 180 calendar days (a) after the end of the
Listing Period or any extension; or (b) after any cancellation of this Agreement,..., Seller enters
into a contract to sell, convey, lease or otherwise transfer the Property to anyone (‘Prospective
Buyer’) or that person’s related entity: (i) who physically entered and was shown the Property
during the Listing Period or any extension by Broker or a cooperating broker; or (ii) for whom
broker or any cooperating broker submitted to Seller a signed, written offer...” but only if
Broker submitted to Seller a written list of Prospective Buyers “not later than the end of the

Listing Period or any extension...” (Contract, Ex. A, § 3A(2).)

3
COMPLAINT FOR DAMAGES0 wm NID OW

10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28

 

 

12. The Contract provides, “Seller hereby irrevocably assigns to Broker the
above compensation from Seller’s funds and proceeds in escrow.” (Contract, Ex. A, J 3E.)

13. On February 23, 2017, the Contract was modified to extend the term to
August 31, 2017 and to reduce the listing price to Nineteen Million, Five Hundred Thousand
($19,500,000). On June 9, 2017, the Contract was modified to reduce the Property’s listing price
to Eighteen Million Eight Hundred and Eighty Thousand Dollars ($18,880,000). On July 7,
2017, the Contract was again modified to reduce the Property’s listing price to Sixteen Million
Eight Hundred and Eighty Thousand Dollars ($16,880,000). True and correct copies of these
executed modifications to the Contract are attached hereto as “Exhibit B.”

14. Plaintiff performed all of its obligations under the Contract. Plaintiff and
its agents listed the Property for sale, energetically marketed it with professional insight and
knowledge of the local market for over a year, and procured a qualified buyer.

15. On August 24, 2017, buyer Behdad Eghbali (“Buyer”) made an initial
offer to purchase the Property.

16. On August 31, 2017, pursuant to the terms of the Contract, Plaintiff
provided an exclusion list of Prospective Buyers to Defendants. Mr. Eghbali’s name appeared
on the exclusion list.

17. On September 13, 2017, Buyer submitted a new offer to purchase the
Property, this time offering Sixteen Million, Three Hundred Thousand Dollars ($16,300,000).
This offer was ultimately accepted by the Trust.

18. Because Buyer was listed on the exclusion list of potential buyers Plaintiff
provided to Defendants on August 31, 2017, and because Buyer was a potential purchaser who
made an initial offer prior to the expiration date of the listing agreement on August 31, 2017,
Plaintiff is entitled to a commission of six percent (6%) of the sale price of the Property pursuant
to the Paragraph 3 of the Contract.

19. Ludwick and Trustee did not agree that Plaintiff was entitled to a six

percent (6%) commission from the proceeds of the completed transaction.

4

 

COMPLAINT FOR DAMAGESUk Bw N

Oo oe ND

10
i
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28

 

 

20. The escrow company used for the transaction was Title Resource Group,
LLC dba Terra Coastal Escrow, Inc. (“Escrow”), a Delaware corporation doing business in Los
Angeles County, California.

21. On September 20, 2017, Escrow requested that Defendants sign
instructions releasing the commission owed to Plaintiff. Ludwick refused in a reply email.
Ludwick then communicated to Plaintiff that Ludwick disagreed with Escrow’s calculation of
the percentage of the sale price owed to Plaintiff under the Contract. On information and belief,
between September 20, 2017 and November 9, 2017, Ludwick instructed the Trustee to refuse to
pay Plaintiff a commission unless Plaintiff lowered the amount Plaintiff would accept for the
services provided under the Contract.

22. On November 9, 2017, escrow on the Property closed and Buyer took title
to the Property. The listing commission due to Plaintiff, who represented both Buyer and Seller
in the transaction, was six percent (6%) under the Contract, or Nine Hundred Seventy Eight
Thousand Dollars ($978,000) (the “Commission”).

23. On November 9, 2017, Trustee, a registered investment advisor and
principal of Delta Wealth Management, sent Escrow an email from his Delta email address
(pbooth@deltawealthmanagement.com). Trustee’s email instructed Escrow: “As there is a
dispute regarding commission for 200 Toyopa, please hold 6% of proceeds until the dispute is
resolved.”

24. On information and belief, Escrow complied with Trustee’s request, and
the Nine Hundred Seventy Eight Thousand Dollar ($978,000) Commission remains in the
Escrow account.

25. As of the filing of this Complaint, nearly a year after the completion of the
sale and the close of escrow, Plaintiff has not received any commission for the work listing and
selling the Property performed under the Contract.

26. Trust owes Plaintiff the Commission.

27. Escrow has held and continues to hold the Commission at the direction of
Trustee.

5
COMPLAINT FOR DAMAGES0 wm ID

10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28

 

 

28. Ludwick and Trustee have and continue to negligently, wrongfully, and in

bad faith prevent Plaintiff from receiving the Commission from Escrow.
FIRST CAUSE OF ACTION — BREACH OF CONTRACT
(AGAINST TRUST, TRUSTEE AND DOES 1-50)

29. Plaintiff alleges and incorporates herein by this reference paragraphs 1
through 28 of this Complaint, as if fully set forth herein.

30. Plaintiff and Trust, by and through Trustee, entered into a written contract
on or about September 29, 2016. The terms of that Contract were modified on February 23,
2017, June 9, 2017, and July 7, 2017. (True and correct copies of the Contract and modifications
are attached hereto as Exhs. A and B.)

31. Plaintiff has performed all of the things Plaintiff was required to do
pursuant to the Contract. Plaintiff listed and energetically marketed the Property for over a year,
procured a qualified buyer, and accomplished the transfer of ownership of the Property from
Trust to Buyer.

32. Trust and Trustee breached the Contract by refusing to pay Plaintiff as
agreed in the Contract. Instead, Trust and Trustee have forced the Commission to sit in an
escrow account, ensuring Plaintiff is not paid any commission at all for the work Plaintiff
performed under the Contract.

335 As a direct and proximate result of the breaches by the Trust and Trustee,
Plaintiff has been and continues to be damaged.

34. Plaintiff prays for judgment against the Trust and Trustee in an amount to
be proven at time of trial.

SECOND CAUSE OF ACTION — BREACH OF IMPLIED COVENANT OF
GOOD FAITH AND FAIR DEALING

(AGAINST TRUST, TRUSTEE AND DOES 1-50)
355 Plaintiff alleges and incorporates herein by this reference paragraphs 1
through 34 of this Complaint, as if fully set forth herein.
36. As part of the Contract between Plaintiff and Trust, by and through its

Trustee, there existed a covenant of good faith and fair dealing that the parties to the Contract
6

COMPLAINT FOR DAMAGESSom ND WH

ui
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28

 

 

would not do anything to impair the benefits of the bargain that existed at all times in the
relationship between Plaintiff and Trust, by and through Trustee.

37. Trust and Trustee breached the implied covenant of good faith and fair
dealing, as alleged in the preceding paragraphs, by failing to perform their obligations under the
Contract.

38. As adirect and proximate result of the breach of the implied covenant of
good faith and fair dealing, Plaintiff has suffered damages and continue to suffer damages.

39. Plaintiff prays for judgment against Trust and Trustee in an amount to be
proven at time of trial.

THIRD CAUSE OF ACTION ~- COMMON COUNTS
(AGAINST TRUST, TRUSTEE and DOES 1-50)

40. Plaintiff alleges and incorporates herein by this reference paragraphs 1
through 39 of this Complaint, as if fully set forth herein.

41. Asalleged herein, Plaintiff and Trust, by and through Trustee, entered into
a Contract whereby Plaintiff agreed to perform services for the benefit of Trust and Trustee, as
alleged in the preceding Paragraphs.

42. Plaintiff performed the services requested by Trust and Trustee, including
listing and marketing the Property for sale, procuring a willing buyer, and completing the
transfer of the ownership of the Property from the Trust to the buyer.

43. Trust and Trustee have not paid Plaintiff for Plaintiff's services.

44. The reasonable value of the services provided by Plaintiff is Nine Hundred
Seventy Eight Thousand Dollars ($978,00), plus interest that has accrued since the close of
escrow on November 9, 2017.

45. Plaintiff prays for damages against the Trust and Trustee in an amount to
be proven at time of trial.
//1

//1
7
COMPLAINT FOR DAMAGESoO eC ND

10
il
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28

 

 

FOURTH CAUSE OF ACTION- INTENTIONAL INTERFERENCE
WITH CONTRACTUAL RELATIONS

(AGAINST LUDWICK AND DOES 1-50)
46. Plaintiff alleges and incorporates herein by this reference paragraphs 1

through 45 of this Complaint, as if fully set forth herein.

47. A Contract exists between Plaintiff and Trust, by and through Trustee, as
alleged in the preceding paragraphs of this Complaint.

48. Ludwick actively knew about and participated in the performance of the
Contract. He frequently communicated with Plaintiff and Trustee about the marketing and sale
of the Property during the term of the Contract.

49. On information and belief, Ludwick instructed Trustee that Trust and
Trustee were not to perform their obligations to Plaintiff under the Contract.

50. Ludwick refused to sign commission payment instructions requested by
the escrow officer, further preventing performance of the Contract or at least making
performance more difficult.

: 51. Ludwick intended to ensure Plaintiff would not receive the Commission
described in the Contract, and knew that by instructing the Trustee to withhold payment of the
Commission, disruption of performance was substantially certain to occur.

52.  Asaresult of Ludwick’s actions, Plaintiff has not received payment of the
Commission and was harmed.

53. Ludwick’s conduct described herein was a substantial factor in causing
Plaintiffs harm.

54. Plaintiff prays for judgment against Ludwick in an amount to be proven at
the time of trial.

FIFTH CAUSE OF ACTION — INTENTIONAL INTERFERENCE WITH
PROSPECTIVE ECONOMIC ADVANTAGE

(AGAINST LUDWICK AND DOES 1-50)
55. Plaintiff alleges and incorporates herein by this reference paragraphs |

through 54 of this Complaint, as if fully set forth herein.

8
COMPLAINT FOR DAMAGESOo em YN A WY RB WN

YN YN NY NY NK KY KY He Be ee Be ewe HB eB eB
eo YA A RF YW NHN —&- Do we NIDA RB wWw NH SF SS

 

 

56. A Contract exists between Plaintiff and Trust, by and through Trustee, as
alleged in the preceding paragraphs of this Complaint, by which Plaintiff had the probability of
earning a significant amount of money for Plaintiffs work selling the Property.

57. Ludwick actively knew about and participated in the performance of the
Contract. He frequently communicated with Plaintiff and Trustee about the marketing and sale
of the Property during the term of the Contract.

58. | On information and belief, Ludwick instructed Trustee that Trust and
Trustee were not to perform their obligations to Plaintiff under the Contract.

59. Ludwick refused to sign commission payment instructions requested by
the escrow officer, intentionally seeking to disrupt the relationship between Plaintiff and the
Trust, by and through its Trustee.

60. On information and belief, Ludwick directed the Trustee to withhold
approval of the Commission payment to Plaintiff.

61. Ludwick’s behavior was an intentional attempt to reduce Plaintiffs
contractually agreed-upon compensation.

62. Asaresult of Ludwick’s actions, Plaintiff has not received payment of the
Commission, or any payment at all for Plaintiff's work listing, marketing, and selling the
Property.

63. Plaintiff prays for judgment against Ludwick in an amount to be proven at
the time of trial.

SIXTH CAUSE OF ACTION — INTENTIONAL MISREPRESENTATION
(AGAINST TRUST, TRUSTEE AND DOES 1-50)

64. Plaintiff alleges and incorporates herein by this reference paragraphs |
through 63 of this Complaint, as if fully set forth herein.

65. Trustee, on behalf of Trust, signed the Contract with Plaintiff. By signing
the Contract, Trustee represented to Plaintiff that Trustee agreed to pay Plaintiff a commission of

six percent (6%) of the sale price of the Property.

9
COMPLAINT FOR DAMAGESoO ND NH

10
i
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28

 

 

66. As demonstrated by the later conduct of Trustee, who refused to pay the
Commission, the representation that Trustee agreed to pay Plaintiff a commission of six percent
(6%) was false, and Trustee knew when he signed the Contract on behalf of Trust that he had no
intention of approving a payment of six percent (6%) of the sale proceeds to Plaintiff.

67. Trustee signed the Contract and represented to Plaintiff that he would
approve the Commission payment only to entice Plaintiff to agree to list and market the Property.
At the time Plaintiff entered into the Contract, the Property had been languishing on the market.
Trustee knew the Property needed the experience, local knowledge, relationships and vibrant
personalities of Plaintiff and its agents to proceed with a successful sale.

68. Plaintiff reasonably relied on the terms of the written Contract and
believed Plaintiff would be paid a Commission pursuant to the terms of the Contract.

69. Plaintiff spent a significant amount of time and money guiding the
Property through a successful listing and marketing period and transaction to change ownership,
as they agreed to do in the Contract.

70. Plaintiff has not recovered a dollar of the agreed Commission. Plaintiff
was harmed and continues to be harmed by Trustee’s misrepresentation.

71. Plaintiff’s reliance on Trustee’s representation that Plaintiff would be paid
a commission of six percent (6%) is the only reason Plaintiff entered in to the Contract.

72. Plaintiff prays for judgment against Trustee in an amount to be proven at

time of trial.

SEVENTH CAUSE OF ACTION — SPECIFIC PERFORMANCE
(AGAINST LUDWICK, TRUST, AND TRUSTEE)

73. Plaintiff alleges and incorporates herein by this reference paragraphs 1
through 72 of this Complaint, as if fully set forth herein.

74. Plaintiff and the Trust, by and through its Trustee, entered into a valid
Contract by which Trustee agreed to pay Plaintiff six percent (6%) of the purchase price of the
Property.

75. Plaintiff performed all of Plaintiff's obligations under the Contract.

10
~~ COMPLAINT FOR DAMAGESUe BN

no - on

11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28

 

 

76. The Commission set out in the Contract remains in an escrow account,
blocked from being released by the specific direction of Trustee and the refusal of Ludwick to
sign commission release instructions.

77. On information and belief, Ludwick directs the Trustee with respect to all
real property decisions pursuant to the provisions of the Trust and instructed the Trustee not to
approve release of the Commission.

2B. The continued and wrongful refusal of Ludwick, Trustee, and the Trust to
release the Commission from escrow has caused significant injury to Plaintiff, who spent over a
year performing Plaintiffs obligations under the Contract and has received no compensation in
return. Plaintiff performed under the Contract and simply seeks that Defendants also perform.

79. As the Commission is already in escrow, simply awarding Plaintiff other
damages is not an adequate remedy at law. Plaintiff has specific instructions in place with the
escrow company for the treatment of commissions which would be difficult or impossible to
replicate if Plaintiff simply received a check for the amount of the Commission outside of the
context of the sale. In addition, the tax consequences of obtaining a damages award instead of
simply requiring Defendants to perform are potentially quite complicated, and Plaintiff may be
damaged by improper tax treatment of the funds unless Plaintiff obtains the Commission as
agreed under the Contract.

80. Plaintiff prays for judgment ordering Trust and Trustee to specifically
perform their obligations under the Contract, including:

a. That the Trustee, on behalf of the Trust, direct the escrow officer holding

the Commission to allow payment of the Commission to Plaintiff; and

b. That Ludwick to direct the Trustee to release the Commission to Plaintiff

from escrow, to the extent Trustee requires Ludwick’s approval of the
Commission in order to perform Trust and Trustee’s obligations under the
Contract.

//1

//1

1
COMPLAINT FOR DAMAGESoe ND HW BF Ww NY

RN NY N NY NN NY KN He He Be ese Be ee Be Be He ew
ce NKR A BH NHN = SO we HAY DHA BRB Ww NH SF SS

 

 

EIGHTH CAUSE OF ACTION —- DECLARATORY RELIEF
(AGAINST LUDWICK, TRUST, AND TRUSTEE)

81. Plaintiff alleges and incorporates herein by this reference paragraphs |
through 80 of this Complaint, as if fully set forth herein.

82. A present and actual controversy exists regarding the enforceability of the
Contract.

83. Ludwick refused to sign instructions to release the Commission to
Plaintiff, telling Plaintiff he disagreed with the percentage of the sales price that Plaintiff were
entitled to under the Contract.

84. The Trustee, on behalf of the Trust, directed Escrow to hold the
Commission in escrow, claiming a dispute exists over the Commission.

85. Escrow complied with Trustee’s direction and is holding the Commission.

86. Plaintiff seeks a declaration from this Court that the Contract is
enforceable, that Trust and Trustee owe Plaintiff six percent (6%) of the sale price of the
Property pursuant to the terms of the Contract, that Escrow must release the Commission either
to the Court’s escrow account or directly to Plaintiff, and that Ludwick’s refusal to sign
instructions to release the Commission may not interfere with the performance of the Contract by
Trust and Trustee.

WHEREFORE, Plaintiff prays for the following relief:

1. For general, special, and consequential damages according to proof;
2. For pre-judgment interest on damages at the rate of 10% per annum;
3. For specific performance of the contract;
4. For a declaration that the contract described herein is enforceable;
5. For attorney’s fees;

//1

//1

//1

//1

12

COMPLAINT FOR DAMAGESCm YN DAH BF WN

NN YN YN NR KY NY Be Be Be Be Se Be Be we Be
oA A FB BHF SoD we NI DHA FF WN SK CO

 

 

6. For costs of suit incurred herein; and
te For such other and further relief as the Court may deem just and proper.
Dated: November (o, 2018 SHANNON B. JONES LAW GROUP, INC.

py

SHANNON B. JONES
Attorneys for Plaintiff,
PACIFIC UNION INTERNATIONAL, INC.

13

 

COMPLAINT FOR DAMAGESEXHIBIT ADigiSign Verified: BE618C79-6 | D2-4EF0-8B3A-FD539A7F7053

 

 

Bo CANT EOERNT® RESIDENTIAL LISTING AGREEMENT
S a! ASSOCIATION (Exclusive Authorization and Right to Sell)
& OF REALTORS® (C.A.R. Form RLA, Revised 12/15)
Date Prepared: 08/26/2016
1, EXCLUSIVE RIGHT TO SELL: The Anything Trust, Trustee Paul D Booth ("Seller")
hereby employs and grants PARTNERS TRUST (‘Broker’)
beginning (date) September 1, 2016 and ending at 11:59 P.M. on (date) February 28, 2017 ("Listing Period")
the exclusive and irrevocable right to sell or exchange the real property described as 200 Toyopa Drive
, situated in Pacific Palisades (City),

 

Los Angeles (County), California, 90272 (Zip Code), Assessor's Parcel No. _4411-026-001 ("Property").
This Property is a manufactured (mobile) home. See addendum for additional terms.
This Property is being sold as part of a probate, conservatorship or guardianship. See addendum for additional terms.

2. LISTING PRICE AND TERMS:
A. The listing price shall be: Twenty Million
Dollars ($ 20,000,000.00 )
B. Listing Terms:

 

3. COMPENSATION TO BROKER:
Notice: The amount or rate of real estate commissions is not fixed by law. They are set by each Broker individually and
may be negotiable between Seller and Broker (real estate commissions include all compensation and fees to Broker).

A. Seller agrees to pay to Broker as compensation for services irrespective of agency relationship(s), either 6.000 __ percent
of the listing price (or if a purchase agreement is entered into, of the purchase price), or []$ 7
AND , as follows:
(1) If during the Listing Period, or any extension, Broker, cooperating broker, Seller or any other person procures a ready,

willing, and able buyer(s) whose offer to purchase the Property on any price and terms is accepted by Seller, provided the
Buyer completes the transaction or is prevented from doing so by Seller. (Broker is entitled to compensation whether any
escrow resulting from such offer closes during or after the expiration of the Listing Period, or any extension.)

OR (2) If within 180___ calendar days (a) after the end of the Listing Period or any extension; or (b) after any cancellation of this
Agreement, unless otherwise agreed, Seller enters into a contract to sell, convey, lease or otherwise transfer the Property to
anyone ("Prospective Buyer’) or that person's related entity: (i) who physically entered and was shown the Property during
the Listing Period or any extension by Broker or a cooperating broker; or (ii) for whom Broker or any cooperating broker
submitted to Seller a signed, written offer to acquire, lease, exchange or obtain an option on the Property. Seller, however,
shall have no obligation to Broker under paragraph 3A(2) unless, not later than the end of the Listing Period or any
extension or cancellation, Broker has given Seller a written notice of the names of such Prospective Buyers.

OR (3) If, without Broker's prior written consent, the Property is withdrawn from sale, conveyed, leased, rented, otherwise
transferred, or made unmarketable by a voluntary act of Seller during the Listing Period, or any extension.

B. If completion of the sale is prevented by a party to the transaction other than Seller, then compensation which otherwise would have
been earned under paragraph 3A shall be payable only if and when Seller collects damages by suit, arbitration, settlement or
otherwise, and then in an amount equal to the lesser of one-half of the damages recovered or the above compensation, after first
deducting title and escrow expenses and the expenses of collection, if any.

C. In addition, Seller agrees to pay Broker:

D. Seller has been advised of Broker's policy regarding cooperation with, and the amount of compensation offered to, other prokers.

(1) Broker is authorized to cooperate with and compensate brokers participating through the multiple listing service(s) ("MLS")
by offering to MLS brokers out of Broker's compensation specified in 3A, either iM 3.000 __ percent of the
purchase price, or|_]$

(2) Broker is authorized to cooperate with and compensate brokers operating outside the MLS as per Broker's policy.

E. Seller hereby irrevocably assigns to Broker the above compensation from Seller's funds and proceeds in escrow. Broker may
submit this Agreement, as instructions to compensate Broker pursuant to paragraph 3A, to any escrow regarding the Property
involving Seller and a buyer, Prospective Buyer or other transferee.

(1) Seller represents that Seller has not previously entered into a listing agreement with another broker regarding the Property,
unless specified as follows: WRITTEN CANCELLATION TO DELIVERED PRIOR TO 8/31/16.

(2) Seller warrants that Seller has no obligation to pay compensation to any other broker regarding the Property unless | the
Property is transferred to any of the following individuals or entities:

 

F.

 

 

(3) If the Property is sold to anyone listed above during the time Seller is obligated to compensate another broker: (i) Broker is
not entitled to compensation under this Agreement; and (ii) Broker is not obligated to represent Seller in such transaction.

4, A. ITEMS EXCLUDED AND INCLUDED: Unless otherwise specified in a real estate purchase agreement, all fixtures and fittings
that are attached to the Property are included, and personal property items are excluded, from the purchase price.
ADDITIONAL ITEMS EXCLUDED: WINDOW TREATMENTS, DINING ROOM SCONCES, NON-FIXED MIRRORS & FURN _.
ADDITIONAL ITEMS INCLUDED: WASHHER/DRYER, TV'S ELECTRONICS, POTTED PLANTS, CHANDELIERS

  

 

Seller's initials ( PB) ( ) tf
© 2015, California Association of REALTORS®, Inc.
RLA REVISED 12/15 (PAGE 1 OF 5) wo
RESIDENTIAL LISTING AGREEMENT - EXCLUSIVE (RLA PAGE 1 OF 5) _
Partners Trust ~The Malibu Li ivic Center Way, Suite €1 Malibu, CA 90265 Phone: 310.818 5788 Fax 310.919.3786 200 Toyopa

 

 

‘The Malibu Life Team Madison Mlildebrand Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www zpLoaix comDigiSign Verified: BE618C79-6 | D2-4EF0-8B3A-FD539A 7F7053

Property Address: 200 Toyopa Drive, Pacific Palisades, 90272 _ Date: 08/26/2016
Seller intends that the above items be excluded or included in offering the Property for sale, but understands that: (i) the
purchase agreement supersedes any intention expressed above and will ultimately determine which items are excluded and
included in the sale; and (ii) Broker is not responsible for and does not guarantee that the above exclusions and/or inclusions will be
in the purchase agreement.

B. (1) Leased Items: The following items are leased,

 

Solar power system (DJAlarm system (Propane tank {J Water Softener

| Other

(2) Liened Items: The following items have been financed and a lien has been placed on the Property to secure payment:
Solar power system (Windows or doors —_[_] Heating/Ventilation/Air conditioning system
Other

 

Seller will provide to Buyer, as part of the sales agreement, copies of lease documents, or other documents obligating Seller to
pay for any such leased or liened item.

5. MULTIPLE LISTING SERVICE:

A. Broker is a participant/subscriber to CLAW Multiple Listing Service (MLS) and possibly others. Unless
otherwise instructed in writing the Property will be listed with the MLS(s) specified above. That MLS is (or if checked (Cis not) the
primary MLS for the geographic area of the Property. All terms of the transaction, including sales price and financing, if applicable,
(i) will be provided to the MLS in which the property is listed for publication, dissemination and use by persons and entities on terms
approved by the MLS and (ii) may be provided to the MLS even if the Property was not listed with the MLS.

 

BENEFITS OF USING THE MLS; IMPACT OF OPTING OUT OF THE MLS; PRESENTING ALL OFFERS

WHAT IS AN MLS? The MLS is a database of properties for sale that is available and disseminated to and accessible by all other real
estate agents who are participants or subscribers to the MLS. Property information submitted to the MLS describes the price, terms and
conditions under which the Seller's property is offered for sale (including but not limited to the listing broker's offer of compensation to
other brokers). It is likely that a significant number of real estate practitioners in any given area are participants or subscribers to the
MLS. The MLS may also be part of a reciprocal agreement to which other multiple listing services belong. Real estate agents belonging
to other multiple listing services that have reciprocal agreements with the MLS also have access to the information submitted to the
MLS. The MLS may further transmit listing information to Internet sites that post property listings online.

EXPOSURE TO BUYERS THROUGH MLS: Listing property with an MLS exposes a seller's property to all real estate agents and
brokers (and their potential buyer clients) who are participants or subscribers to the MLS or a reciprocating MLS.

CLOSED/PRIVATE LISTING CLUBS OR GROUPS: Closed or private listing clubs or groups are not the same as the MLS. The MLS
referred to above is accessible to all eligible real estate licensees and provides broad exposure for a listed property. Private or closed
listing clubs or groups of licensees may have been formed outside the MLS. Private or closed listing clubs or groups are accessible to a
more limited number of licensees and generally offer less exposure for listed property. Whether listing property through a closed, private
network - and excluding it from the MLS - is advantageous or disadvantageous to a seller, and why, should be discussed with the agent
taking the Seller's listing.

NOT LISTING PROPERTY IN A LOCAL MLS: If the Property is listed in an MLS which does not cover the geographic area where the
Property is located then real estate agents and brokers working that territory, and Buyers they represent looking for property in the
neighborhood, may not be aware the Property is for sale.

OPTING OUT OF MLS: If Seller elects to exclude the Property from the MLS, Seller understands and acknowledges that: (a) real
estate agents and brokers from other real estate offices, and their buyer clients, who have access to that MLS may not be aware that
Seller's Property is offered for sale; (b) Information about Seller's Property will not be transmitted from the MLS to various real estate
Internet sites that are used by the public to search for property listings; (c) real estate agents, brokers and members of the public may
be unaware of the terms and conditions under which Seller is marketing the Property.

REDUCTION IN EXPOSURE: Any reduction in exposure of the Property may lower the number of offers and negatively impact the
sales price.

PRESENTING ALL OFFERS: Seller understands that Broker must present all offers received for Seller's Property unless Seller gives
Broker written instructions to the contrary.

Seller's initiais( VB yy ) | Broker's/agent's Initials (_"P# WC Ge)

 

 

 

B. MLS rules generally provide that residential real property and vacant lot listings be submitted to the MLS within 2 days or some
other period of time after all necessary signatures have been obtained on the listing agreement. Broker will not have to submit this
listing to the MLS if, within that time, Broker submits to the MLS an appropriate form signed by Seller.

{X| Seller elects to exclude the Property from the MLS as provided by C.A.R. Form SELM or the local equivalent form.

Seller’s initials (_ PDE yO)

RLA REVISED 12/15 (PAGE 2 OF 5)
RESIDENTIAL LISTING AGREEMENT - EXCLUSIVE (RLA PAGE 2 OF 5) “peontowne

Produced with zipForm® by zipLogix 18070 Fifleen Mile Road, Fraser, Michigan 48026 wen. ziplLogis com 200 ToyopaDigiSign Verified: BE618C79-6 | D2-4EF0-8B3A-FD539A 7F7053

Property Address: 200 Toyopa Drive, Pacific Palisades, 90272 Date: 08/26/2016

C. MLS rules allow MLS data to be made available by the MLS to additional Internet sites unless Broker gives the MLS instructions to

6.

8.
9.

= P06
Seller's Initials ( x ) @&
RLA REVISED 12/15 (PAGE 3 OF 5)

the contrary. Seller acknowledges that for any of the below opt-out instructions to be effective, Seller must make them on a separate

instruction to Broker signed by Seller. Specific information that can be excluded from the Internet as permitted by (or in accordance

with) the MLS is as follows:

(1) Property Availability: Seller can instruct Broker to have the MLS not display the Property on the Internet.

(2) Property Address: Seller can instruct Broker to have the MLS not display the Property address on the Internet.

Seller understands that the above opt-outs would mean consumers searching for listings on the Internet may not see the Property or

Property's address in response to their search.

(3) Feature Opt-Outs: Seller can instruct Broker to advise the MLS that Seller does not want visitors to MLS Participant or

Subscriber Websites or Electronic Displays that display the Property listing to have the features below. Seller understands (i) that

these opt-outs apply only to Websites or Electronic Displays of MLS Participants and Subscribers who are real estate broker and

agent members of the MLS; (ii) that other Internet sites may or may not have the features set forth herein; and (iii) that neither

Broker nor the MLS may have the ability to control or block such features on other Internet sites.

(a) Comments And Reviews: The ability to write comments or reviews about the Property on those sites; or the ability to link to

another site containing such comments or reviews if the link is in immediate conjunction with the Property display.

(b) Automated Estimate Of Value: The ability to create an automated estimate of value or to link to another site containing such an

estimate of value if the link is in immediate conjunction with the Property display. [_]Seller elects to opt out of certain Intemet

features as provided by C.A.R. Form SELI or the local equivalent form.

SELLER REPRESENTATIONS: Seller represents that, unless otherwise specified in writing, Seller is unaware of: (i) any Notice of

Default recorded against the Property; (ii) any delinquent amounts due under any loan secured by, or other obligation affecting, the

Property; (iii) any bankruptcy, insolvency or similar proceeding affecting the Property; (iv) any litigation, arbitration, administrative

action, government investigation or other pending or threatened action that affects or may affect the Property or Seller's ability to

transfer it; and (v) any current, pending or proposed special assessments affecting the Property. Seller shall promptly notify Broker in
writing if Seller becomes aware of any of these items during the Listing Period or any extension thereof.

BROKER'S AND SELLER'S DUTIES:

A. Broker agrees to exercise reasonable effort and due diligence to achieve the purposes of this Agreement. Unless Seller gives
Broker written instructions to the contrary, Broker is authorized, but not required, to (i) order reports and disclosures including
those specified in 7C as necessary, (ii) advertise and market the Property by any method and in any medium selected by
Broker, including MLS and the Internet, and, to the extent permitted by these media, control the dissemination of the information
submitted to any medium; and (iii) disclose to any real estate licensee making an inquiry the receipt of any offers on the Property
and the offering price of such offers.

B. Seller agrees to consider offers presented by Broker, and to act in good faith to accomplish the sale of the Property by, among

other things, making the Property available for showing at reasonable times and, subject to paragraph 3F, referring to Broker all

inquiries of any party interested in the Property. Seller is responsible for determining at what price to list and sell the Property.

Investigations and Reports: Seller agrees, within 5 (or__) Days of the beginning date of this Agreement, to pay for the following

nae reports: [x|Structural Pest Control [|General Property Inspection [x]Homeowners Association Documents
Other .

D. Seller further agrees to indemnify, defend and hold Broker harmless from all claims, disputes, litigation, judgments attorney fees
and costs arising from any incorrect or incomplete information supplied by Seller, or from any material facts that Seller knows
but fails to disclose.

DEPOSIT: Broker is authorized to accept and hold on Seller's behalf any deposits to be applied toward the purchase price.

AGENCY RELATIONSHIPS:

A. Disclosure: The Seller acknowledges receipt of a[X]"Disclosure Regarding Real Estate Agency Relationships” (C.A.R. Form AD).

B. Seller Representation: Broker shall represent Seller in any resulting transaction, except as specified in paragraph 3F.

C. Possible Dual Agency With Buyer: Depending upon the circumstances, it may be necessary or appropriate for Broker to act as
an agent for both Seller and buyer, exchange party, or one or more additional parties (“Buyer”). Broker shall, as soon as
practicable, disclose to Seller any election to act as a dual agent representing both Seller and Buyer. If a Buyer is procured
directly by Broker or an associate-licensee in Broker's firm, Seller hereby consents to Broker acting as a dual agent for Seller and
Buyer. In the event of an exchange, Seller hereby consents to Broker collecting compensation from additional parties for services
rendered, provided there is disclosure to all parties of such agency and compensation. Seller understands and agrees that: (i)
Broker, without the prior written consent of Seller, will not disclose to Buyer that Seller is willing to sell the Property at a price less
than the listing price; (ii) Broker, without the prior written consent of Buyer, will not disclose to Seller that Buyer is willing to pay a
price greater than the offered price; and (iii) except for (i) and (ii) above, a dual agent is obligated to disclose known facts
materially affecting the value or desirability of the Property to both parties.

D. Confirmation: If the Property includes residential property with one-to-four dwelling units, Broker shall confirm the agency

relationship described above, or as modified, in writing, prior to or concurrent with Seller's execution of a purchase agreement.

Potentially Competing Sellers and Buyers: Seller understands that Broker may have or obtain listings on other properties, and

that potential buyers may consider, make offers on, or purchase through Broker, property the same as or similar to Seller's

Property. Seller consents to Broker's representation of sellers and buyers of other properties before, during and after the end of

this Agreement. Seller acknowledges receipt of a [x|"Possible Representation of More than One Buyer or Seller - Disclosure and

Consent” (C.A.R. Form PRBS).

2

 

 

RESIDENTIAL LISTING AGREEMENT - EXCLUSIVE (RLA PAGE 3 OF 5)

Produced with zipF orm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 ywww.zipLogix.com 200 ToyopaDigiSign Verified: BE618C79-6 | D2-4EF0-8B3A-FD539A7F7053
Property Address: 200 Toyopa Drive, Pacific Palisades, 90272 Date: 08/26/2016

10. SECURITY AND INSURANCE: Broker is not responsible for loss of or damage to personal or real property, or person, whether
attributable to use of a keysafe/lockbox, a showing of the Property, or otherwise. Third parties, including, but not limited to, appraisers,
inspectors, brokers and prospective buyers, may have access to, and take videos and photographs of, the interior of the Property.
Seller agrees: (i) to take reasonable precautions to safeguard and protect valuables that might be accessible during showings of the
Property; and (ii) to obtain insurance to protect against these risks. Broker does not maintain insurance to protect Seller.

11, PHOTOGRAPHS AND INTERNET ADVERTISING:

A. In order to effectively market the Property for sale it is often necessary to provide photographs, virtual tours and other media to
buyers. Seller agrees (or oO checked, does not agree) that Broker may photograph or otherwise electronically capture images of
the exterior and interior of the Property (“Images”) for static and/or virtual tours of the Property by buyers and others for use on
Broker's website, the MLS, and other marketing materials and sites. Seller acknowledges that once Images are placed on the
Internet neither Broker nor Seller has control over who can view such Images and what use viewers may make of the Images, or
how long such Images may remain available on the Internet. Seller further assigns any rights in all Images to the Broker and
agrees that such Images are the property of Broker and that Broker may use such Images for advertising, including post sale
and for Broker's business in the future.

B. Seller acknowledges that prospective buyers and/or other persons coming onto the property may take photographs, videos or
other images of the property. Seller understands that Broker does not have the ability to control or block the taking and use of
Images by any such persons. (If checked ) []Seller instructs Broker to publish in the MLS that taking of Images is limited to
those persons preparing Appraisal or Inspection reports. Seller acknowledges that unauthorized persons may take images who
do not have access to or have not read any limiting instruction in the MLS or who take images regardless of any limiting
instruction in the MLS. Once Images are taken and/or put into electronic display on the Internet or otherwise, neither Broker nor
Seller has control over who views such Images nor what use viewers may make of the Images.

12, KEYSAFE/LOCKBOX: A keysafe/lockbox is designed to hold a key to the Property to permit access to the Property by Broker,
cooperating brokers, MLS participants, their authorized licensees and representatives, authorized inspectors, and accompanied
prospective buyers. Broker, cooperating brokers, MLS and Associations/Boards of REALTORS® are not insurers against injury,
theft, loss, vandalism or damage attributed to the use of a keysafe/lockbox. Seller does (or if checked [_]does not) authorize Broker
to install a keysafe/lockbox. If Seller does not occupy the Property, Seller shall be responsible for obtaining occupant(s)' written
permission for use of a keysafe/lockbox (C.A.R. Form KLA).

13. SIGN: Seller does (or if checked [_]does not) aut