Marani Scheduling Conference

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J OINT REPORT FOR SCHEDULING CONFERENCE - 1

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CORRIGAN & MORRIS, LLP
Brian T. Corrigan (State Bar no. 143188)
Stanley C. Morris (State Bar no. 183620)
201 Santa Monica Boulevard, Suite 475
Santa Monica, California 90401-2212
Telephone: (310) 394-2800
Facsimile: (310) 394-2825

Attorneys for Plaintiff and Counterclaim Defendant,
Bodie Investment Group, Inc.

UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA

Bodie Investment Group, Inc., a
Delaware Corporation,

Plaintiff and Counterclaim Defendant,

vs.

Marani Brands, Inc., a Nevada
corporation,

Defendant and Counterclaimant.

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Case No.: 8:14-CV-00308-J LS-AN

JOINT REPORT FOR
SCHEDULING CONFERENCE

Time: 1:30 p.m.
Date: J uly 25, 2014
Place: Courtroom 10A

Plaintiff and Counterclaim defendant, Bodie Investment Group, Inc., a
Delaware corporation (Plaintiff or Bodie), and Defendant and
Counterclaimant, Marani Brands, Inc. (Marani), jointly submit the following
report in accordance with this Courts Order Setting Scheduling Conference at
Docket Entry 10:
a. Statement of the case: a short synopsis (not to exceed two
pages) of the main claims, counterclaims, and affirmative
defenses.
Case 8:14-cv-00308-JLS-AN Document 12 Filed 06/27/14 Page 1 of 15 Page ID #:103

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Plaintiffs Statement of the Case:
On or around February 1, 2010, Bodie invested $100,000 into Defendant,
Marani Brands, Inc. (Marani), pursuant to the terms of a Convertible Note;
Subscription Agreement and Common Stock Purchase Warrant (Warrant). A
dispute has arisen between Bodie and Marani with respect to the proper
computation of Bodies debt, conversion rights and Warrant exercise.
Bodies conversions of its debt under the Convertible Note were made on
the following dates and conversion prices (the debt includes interest of
$31,907.23 and principal of $100,000.00):
DATE
DEBT CON-
VERTED
CON-
VERSION
PRICE
APPLIED BY
MARANI
CON-
VERSION
RATE UNDER
SECTION
2.1(c) OF
CON-
VERTIBLE
NOTE
SHARES DUE
TO BODIE
UNDER
SECTION 2.1(c)
OF CON-
VERTIBLE
NOTE
NUMBER OF SHARES
MARANI SHORTED
BODIE UPON
CONVERSION
10/3/2010 $ 9,333.33 .00188741 Unknown Unknown Unknown
9/30/2013 $12,000.00 .0008 Unknown Unknown Unknown
12/2/2013 $50,000.00 .0051 Not more than
.001
At least
50,000,000
At least 40,196,079
1/23/2014 $25,566.57 .00705 Not more than
.001
At least
25,566,570
At least 21,940,107
Totals $131,907.23 Unknown At least 62,136,186

On or around February 19, 2014, after Bodies final conversion notice
was given and the shares issued to it, Marani disclosed, for the first time, in a
filing with the Securities and Exchange Commission, that On November 7,
2013 the Company issued 30,000,000 free trading shares at a cost of $0.001, per
share, to Eco Investment Properties, the assignee of a portion of a certain
promissory note in the amount of $30,000. Because the Marani shares issued
on November 7, 2013 were issued at a price that was a small fraction of the

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Conversion Price applied to Bodies two later conversions, Bodies conversions
were executed at conversion prices inadvertently inflated in computing the
shares to which it was entitled under the most favored nations provisions of
the Convertible Note, specifically sections 2.1(c) and 2.1(d). As a result, Marani
issued to Bodie upon such conversions only a fraction of the number of shares to
which Bodie was entitled upon making that conversion.
Bodie contends that Marani was required to disclose to Bodie any and all
issuances of stock and other securities at prices below Bodies conversion price,
and, whenever such an event occurred, that Bodie was automatically entitled
thereafter to the benefit of the lowest price applicable to any third party, if lower
than Bodies conversion prices, pursuant to sections 2.1(c) and 2.1(d) of the
Convertible Note. Bodie contends that events occurred while the Convertible
Note was outstanding that triggered a conversion price adjustment pursuant to
section 2.1(c); but because Marani failed to disclose to Bodie the events, stock
issuances and terms thereof that would trigger a conversion price adjustment
under the terms of the Convertible Note, as required by section 2.1(d), Bodie
was unaware of such conversion price adjustment events and inadvertently
converted its debt into Marani stock at conversion prices substantially greater
than the prices to which Bodie was entitled under section 2.1(c) of the
Convertible Note. Bodie contends that, computed at the proper adjusted
conversion prices, Bodie would be entitled to at least 62 million shares of
Marani stock in excess of what Bodie received upon the exercise of its
conversion rights. Based on the market value of such shares following the
conversions, Bodie could have sold such shares for more than $1 million.
In addition, Bodie contends that with respect to two conversions, in
November 2010 and November 2011, respectively, Bodie attempted to convert
its shares at conversion prices well below $.001 and was told by Marani that it
could not honor such conversions because its bylaws precluded Marani from

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issuing shares below its stated par value of $.001. Accordingly, Marani insisted
that Bodie conversion prices be set at par value, instead of the prices computed
under section 2.1(c) of the Convertible Note, resulting in a drastic reduction in
the number of shares issued to Bodie pursuant to such exercise. Bodie contends
that Marani was not entitled to reduce or limit Bodies contract rights based on
such self-imposed restriction and that Bodie is entitled to be made whole for
damages suffered as a result of Maranis improper limitation on Bodies
conversion rights. Bodie contends that the damages suffered as a result of the
par value restriction exceeded $100,000.
Separately, with respect to Bodies Warrant exercise on December 5,
2013, Bodie claims that Bodies own error in computing the number of shares to
which Bodie was entitled when it exercised its cashless warrant exercise to
purchase 4 million shares of Marani common stock under the Warrant, which
number was adopted by Marani, caused Bodie to be shorted by 181,820 shares
of Marani common stock. Bodie suffered damages of at least $3000 as a result
of such discrepancy in the number of shares issued to Bodie.
Marani has set forth a number of apparently boiler plate affirmative
defenses and counterclaims, none of which appears to have any merit. The
number of shares due Bodie should turn on facts learned about the terms of
shares issued to third parties during the term of the Bodie Convertible Note and
Warrant. None of the affirmative defenses or counterclaims alters that analysis
or conclusion.
Defendants statement of the case:
Marani contends that the stock issuances to third parties at prices lower
than Bodies conversion prices were Excepted Issuances as that term is
defined in the Subscription Agreement. As such, Bodie was not entitled to the
claimed price adjustment pursuant to Section 2.1(c)(D) of Bodies Convertible
Note and Marani has fully performed its obligations under the Convertible Note.

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Marani asserts the affirmative defenses of Off Set and Unclean Hands
based on information and belief that Bodie intentionally manipulated Maranis
stock price by publishing untrue statements in public investor fora designed to
lower Maranis stock price. Marani is informed and believes that Bodie has
already recovered over $1.8 million on its sale of stock in connection with its
$100,000 Convertible Note investment. Marani believes that Bodie has been
exercising its conversion rights at issue in the Complaint in order to gain from
its unlawful market manipulation.
Marani filed a counterclaim against Bodie for breach of convertible note,
an accounting, and declaratory relief. The counterclaim alleges that Bodie
breached the Note, Subscription Agreement, and Warrant by sending conversion
notices and receiving shares directly from Maranis transfer agent without notice
to Marani in excess of that required by the Note and without proper accounting.
Additionally, the counterclaim alleges that Bodie was improperly shorting or
manipulating Maranis stocks in order to increase the amount of common stock
that would convert to Bodie in exchange for its debt and under the Warrant
resulting in damages to Marani.
b. Legal issues: a brief description of the key legal issues,
including any unusual substantive, procedural, or evidentiary
issues.
Plaintiffs Statement of Legal Issues:
This case appears to be a garden variety breach of contract case, where the
Courts interpretation of the facts, rather than nuances in the law, should govern
the outcome.
The only legal issue peculiar to this case about which Plaintiff is presently
aware involves Maranis rejection of the conversion price dictated by the
Convertible Note, insisting instead on applying its par value as the floor of $001

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applied to Bodies conversions. This argument applies only to the November 2,
2010 and November 2, 2011 conversions.
The Convertible Note is governed by New York law. A United States
Supreme Court case, citing New York law on point, explains the applicable law:
We deem it unnecessary at this time to determine whether the
defendant was authorized by that statute to enter into such
contracts, for if we assume that the making of them was in excess
of the express power conferred upon the corporation by that
statute, still, as the contracts involved no moral turpitude and did
not offend any express statute, they were not illegal in a sense that
would prevent the maintenance of an action thereon. It is now well
settled that a corporation cannot avail itself of the defence of ultra
vires when the contract has been, in good faith, fully performed by
the other party, and the corporation has had the benefit of the
performance and of the contract. As has been said, corporations,
like natural persons, have power and capacity to do wrong. They
may, in their contracts and dealings, break over the restraints
imposed upon them by their charters; and when they do so their
exemption from liability cannot be claimed on the mere ground
that they have no attributes nor facilities which render it possible
for them thus to act. While they have no right to violate their
charters, yet they have capacity to do so, and are bound their acts
where a repudiation of them would result in manifest wrong to
innocent parties, and especially where the offender alleges its own
wrong to avoid a just responsibility. It may be that while a contract
remains unexecuted upon both sides, a corporation is not estopped
to say in its defence that it had not the power to make the contract
sought to be enforced, yet when it becomes executed by the other

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party, it is estopped from asserting its own wrong and cannot be
excused from payment upon the plea that the contract was beyond
its power. Bissell v. Mich. So. & No. Ind. R.R. Cos., 22 N.Y. 258;
Whitney Arms Co v. Barlow, 63 N.Y. 62; Rider Life Raft Co. v.
Roach, 97 N.Y. 378; Holmes, Booth & Haydens v. Willard, 125
N.Y. 75, 80; City of Buffalo v. Balcom, 134 N.Y. 532; Bath Gas L.
Co. v. Claffy, 151 N.Y. 24; Moss v. Cohen, 158 N.Y. 240, 249;
Hannon v. Siegel-Cooper Co., 167 N.Y. 244.
Eastern Bldg. & Loan Asso. v. Williamson, 189 U.S. 122, 129-130 (U.S. 1903);
see also In re Associated Oil Co., 289 F. 693, 695-696 (6th Cir. 1923). Thus,
Plaintiff submits that Maranis par value does not excuse its obligation to
Plaintiff to issue the number of shares that it agreed to issue under the terms of
the Convertible Note.
Defendants statement of legal issues:
This case is considerably more complex than a garden variety breach of
contract case as there are two main aspects to the case. As to the breach of
contract claims, this Court will be called upon to determine issues of contract
interpretation on the share issuance clause of the Convertible Note, the normal
and customary practice of adjustments of convertible prices as they relate to
debts and securities, and the interplay between the parties agreements and other
convertible notes that preceded Bodies. How this Court interprets the parties
agreement will also determine the proper method of calculating Bodies correct
conversion prices, the number of shares he is actually entitled to, and whether he
suffered any damages.
Additionally, Maranis counterclaim and affirmative defenses will
necessarily involve complex legal issues on the subject of potential market
manipulation by Bodie.


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c. Damages: the realistic range of provable damages.
Plaintiffs Statement of Damages:
As detailed above, Plaintiff anticipates being able to prove more than
$1,103,000 in damages. Plaintiff has not been able to conduct discovery yet and
Marani has not voluntarily provided Plaintiff with the information Plaintiff
would need to compute the conversion and exercise prices applicable to its
Warrant and Convertible Note, as adjusted by Maranis stock issuance
transactions with third parties. However, based on the information that Bodie
has secured from public filings reflecting transactions, it appears that damages
are in the range stated in the Complaint.
Defendants Statement of Damages:
As for Bodies damages, Bodie has not provided Marani with the
information necessary to calculate its alleged damages (e.g. the price, date, and
number of Marani shares it has sold to date). Nevertheless, even assuming that
Bodie prevails on its contention that it is entitled to adjustments on its
conversion prices, it would be entitled to significantly less in damages in
connection with its $100,000 Convertible Note than alleged above.
Marani is unable at this time to quantify its damages arising from market
manipulation activities by Bodie. Marani anticipates that it will be able to
establish the amount of its damages after reasonable discovery.
d. Insurance: whether there is insurance coverage, the extent of
coverage, and whether there is a reservation of rights
There is no insurance available to respond to this breach of contract case.
e. Motions: statement of the likelihood of motions seeking to add
other parties or claims, file amended pleadings, transfer venue,
etc.
There is no present intention to add other parties or claims, file amended
pleadings or seek to transfer venue. It is conceivable, although not likely based

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on what is known to Bodie at this time, that discovery could lead to Plaintiff
bringing tort actions against individuals who caused the damages asserted in the
Complaint.
Defendants Statement of Likelihood of Motions
Depending on the result of its discovery efforts, Marani may seek leave
from this Court to add tort and securities fraud claims to its counterclaim.
f. Manual for Complex Litigation: whether all or part of the
procedures of the Manual for Complex Litigation should be
utilized.
It does not appear that the procedures of the Manual for Complex
Litigation should be utilized in this action.
g. Status of Discovery: a discussion of the present state of
discovery.
The parties exchanged initial disclosures pursuant to FRCP Rule 26(a) on
J une 17, 2014 and completed their FRCP, Rule 26(f) meeting on J une 3, 2014.
Plaintiff propounded written discovery, including interrogatories and document
requests, on or around J une 6, 2014. Marani propounded written discovery,
including interrogatories and document requests, on or around J une 27, 2014.
No depositions have been noticed as of the date of this J oint Report.
h. Discovery Plan: a detailed discovery plan, as contemplated by
Fed. R. Civ. P. 26(f)(3), including a discussion of the proposed
dates for expert witness disclosures under Fed. R. Civ. P.
26(a)(2) (see Local Rule 261(f)). A statement that discovery
will be conducted as to all claims and defenses, or other vague
description, is not acceptable.
Plaintiffs Discovery Plan:
As stated above, initial disclosures were made pursuant to FRCP, Rule
26(a) on J une 17, 2014.

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The subjects of the discovery are fairly narrow. Bodie will seek discovery
on the conversions exercised by Bodie; and the third party stock issuances of
Marani during the term of the Convertible Note, which stock issuance terms
may have affected the conversion price of the Convertible Note and exercise
price of the Warrant.
Bodie anticipates that Marani will endeavor to find support for its utterly
false and baseless claim that Bodie breached the terms of the Convertible Note
by selling Marani stock short to drive down the price of Maranis stock prior to
its conversions. Bodie adamantly denies any such selling. However, to the
extent Marani seeks to use this baseless allegation to conduct a fishing
expedition into the private financial affairs of J ack Bodenstein or any other
person unrelated to the transactions at issue in this case, this Court should
anticipate that discovery motions may be necessary to impose appropriate limits
on such discovery.
Plaintiff anticipates professional and full compliance by Marani with all
of Plaintiffs discovery. If that is the case, Bodie believes that it would be able
to obtain all facts pertinent to its claims, other than with respect to expert
testimony on damages, from Maranis books and records, and corporate officers
and counsel. Bodie has propounded an initial set of written discovery, including
requests for admissions, interrogatories and document production requests.
Upon securing full answers to the same, Bodie anticipates taking depositions of
approximately three of Maranis officers and counsel to determine the terms of
all third party transactions that have impacted Bodies conversion prices and
Warrant exercise prices. In addition, Bodie anticipates taking the depositions of
one or two of Maranis officers pertaining to the allegations made by Marani in
support of Maranis counterclaims. Bodie also anticipates deposing Maranis
expert witness on damages, and any other expert to be designated by Marani in
this case.

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The Courts schedule at Schedule A of its Scheduling Conference Order
(DE 10) is acceptable to the Plaintiff. Plaintiff anticipates that it will take
Plaintiff no more than 4 months after the Scheduling Conference to complete its
non-expert discovery in this case. Given the Courts non-expert discovery
cutoff date at 21 weeks before trial, Plaintiff would ask the Court to set the trial
date approximately 9 to 10 months after the Scheduling Conference Date that
is sometime between April and May 2015. The dates in Schedule A would work
backwards from that trial date.
There appears to be no need for conducting discovery in phases.
There appears to be no issues pertaining to electronically stored
information.
Without waiving any privilege, there appears to be no issues particular to
the action that would require a discussion of privileges or of protection of trial
preparation materials. However, if any such issues arise, Plaintiff would
endeavor to agree on a procedure to resolve such issues prior to trial.
There appears to be no need to limit discovery, except as otherwise
discussed herein or as otherwise provided in the Federal Rules of Civil
Procedure.
Defendants Discovery Plan:
Marani will seek discovery on the conversions exercised by Bodie and its
communication with Maranis transfer agent though written discovery on Bodie
as well as through a subpoena to Maranis transfer agent.
In addition, Marani will seek discovery related to Bodies sale of Marani
shares, which may include subpoenaing documents from Bodie and its brokers.
Additionally, Marani anticipates that it will subpoena documents from online
investor fora as well as Bodies computers to determine the identity of those
who posted untrue comments related to Marani on those fora. Thus, Marani

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anticipates that issues pertaining to electronically stored information may arise
during discovery in this matter.
Marani anticipates taking the deposition of Bodies president and its
brokers as well as Bodies expert witness on damages, and any other expert to
be designated by Bodie in this case.
Marani is amenable to the Courts Schedule A of its Scheduling
Conference Order (DE 10). However, due to the issues related to electronically
stored information and the need to subpoena documents from third parties,
Marani anticipates that it will take approximately 9 to 10 months after the
Scheduling Conference to complete its non-expert discovery in this case. Thus,
Marani seeks a trial date in J une or J uly 2015. The dates in Schedule A would
work backwards from that trial date.
Marani agrees that there appears to be no need for conducting discovery
in phases.
There appears to be no issues pertaining to electronically stored
information at present which cannot be resolved between counsel.
Without waiving any privilege, there appears to be no issues particular to
the action that would require a discussion of privileges or of protection of trial
preparation materials. However, if any such issues arise, Marani would
endeavor to agree on a procedure to resolve such issues prior to trial.
There appears to be no need to limit discovery, except as otherwise
discussed herein or as otherwise provided in the Federal Rules of Civil
Procedure.
i. Discovery Cutoff: a proposed discovery cutoff date. This
means the final day for completion of discovery.
The parties agree to the timing of events set forth in Schedule A to this
Courts Scheduling Conference Order at DE 10. With respect to non-expert
discovery, the discovery cutoff date would be 21 weeks before the trial date.

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j. Dispositive motions: a description of the issues or claims that
any party believes may be determined by motion for summary
judgment or motion in limine.
Plaintiff intends to file a motion for summary judgment on all of its
claims for relief, once it obtains discovery of all stock issuances affecting its
conversion price and exercise price.
Marani anticipates filing a motion for summary judgment or summary
adjudication of issues on its denial of Plaintiffs claims and potentially on its
counterclaims for affirmative relief.
k. Settlement: a statement of what settlement discussions or
written communications have occurred (excluding any
statement of the terms discussed) and a statement selecting
either ADR Procedure No. 2 (Court Mediation Panel) or ADR
Procedure No. 3 (private mediation). See generally General
Order 1110, 5.1; Local Rule 1615.4. Note, however, that the
parties may not choose a settlement conference before the
magistrate judge. Local Rule 261(c). For more information
about the Court's ADR Program, please visit the "ADR"
section of the Court website, http://www.cacd.uscourts.gov. No
case will proceed to trial unless all parties, including the
principals of all corporate parties, have appeared personally at
a mediation.
Plaintiffs Statement re Settlement and ADR Procedure Preference:
Plaintiff and Defendant, both represented by counsel, endeavored to settle
the disputes set forth in this action without success. Plaintiff remains willing to
discuss settlement and will endeavor to do so throughout this case.
Plaintiff would prefer ADR Procedure No. 2 (Court Mediation Panel).


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Defendants ADR Procedure Preference:
Maranis counsel is in close communication with Bodies counsel to find
a mutually agreeable solution to the parties disputes and will continue to do so
throughout the litigation.
Marani is agreeable to ADR Procedure No. 2 (Court Mediation Panel).
l. Trial estimate: a realistic estimate of the time required for trial
and whether trial will be by jury or by court. Each side should
specify (by number, not by name) how many witnesses it
contemplates calling. If the time estimate for trial given in the
Report exceeds four court days, counsel shall be prepared to
discuss in detail the estimate.
Plaintiffs Trial Estimate:
Plaintiff estimates that a trial on the merits of the claims and
counterclaims would require approximately 4 days.
Defendants Trial Estimate:
Marani estimates that trial on the claims and counterclaims will take
approximately 7 days.
m. Trial counsel: the name(s) of the attorney(s) who will try the
case.
Plaintiffs trial counsel will be Brian T. Corrigan and Stanley C. Morris.
Defendants trial counsel will be Dirk O. J ulander.
n. Independent Expert or Master: whether this is a case in which
the Court should consider appointing a master pursuant to Fed.
R. Civ. P. 53 or an independent scientific expert. (The
appointment of a master may be especially appropriate if there
are likely to be substantial discovery disputes, numerous claims
to be construed in connection with a summary judgment

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J OINT REPORT FOR SCHEDULING CONFERENCE - 1

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