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Settlement Agreement and General Release of All Claims, Robert Wallace, or Bob Wallace, or Storage Upreit partners

Settlement Agreement and General Release of All Claims, Robert Wallace, or Bob Wallace, or Storage Upreit partners

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Published by CourtDocuments
This SETTLEMENT AGREEMENT AND RELEASE OF ALL CLAIMS (hereinafter referred to as “Agreement”) is entered into by and among THE AXIOS FUND, LP; WOODBRIDGE CAPITAL PARTNERS, LLC; WOODBRIDGE REALTY ADVISORS, LLC; GOLDEN STATE FUNDS and WILLIAM LAPPAS (hereinafter referred to collectively as the “LAPPAS GROUP”) on the one hand and STORAGE UPREIT PARTNERS, LP; STORAGE UPREIT MANAGEMENT, LLC; and ROBERT M. WALLACE (hereinafter referred to collectively as the “SUP GROUP”) on the other hand. The LAPPAS GROUP and SUP GROUP may also be referred to collectively as “THE PARTIES.”
This SETTLEMENT AGREEMENT AND RELEASE OF ALL CLAIMS (hereinafter referred to as “Agreement”) is entered into by and among THE AXIOS FUND, LP; WOODBRIDGE CAPITAL PARTNERS, LLC; WOODBRIDGE REALTY ADVISORS, LLC; GOLDEN STATE FUNDS and WILLIAM LAPPAS (hereinafter referred to collectively as the “LAPPAS GROUP”) on the one hand and STORAGE UPREIT PARTNERS, LP; STORAGE UPREIT MANAGEMENT, LLC; and ROBERT M. WALLACE (hereinafter referred to collectively as the “SUP GROUP”) on the other hand. The LAPPAS GROUP and SUP GROUP may also be referred to collectively as “THE PARTIES.”

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Categories:Types, Research, Law
Published by: CourtDocuments on Feb 15, 2012
Copyright:Attribution Non-commercial

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06/26/2014

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================================================================
 SETTLEMENT AGREEMENT ANDGENERAL RELEASE OF ALL CLAIMS 
================================================================This SETTLEMENT AGREEMENT AND RELEASE OF ALL CLAIMS(hereinafter referred to as “Agreement”) is entered into by and among THE AXIOSFUND, LP; WOODBRIDGE CAPITAL PARTNERS, LLC; WOODBRIDGE REALTYADVISORS, LLC; GOLDEN STATE FUNDS and WILLIAM LAPPAS (hereinafter referred to collectively as the “LAPPAS GROUP”) on the one hand and STORAGEUPREIT PARTNERS, LP; STORAGE UPREIT MANAGEMENT, LLC; and ROBERTM. WALLACE (hereinafter referred to collectively as the “SUP GROUP”) on the other hand. The LAPPAS GROUP and SUP GROUP may also be referred to collectively as“THE PARTIES.”
R E C I T A L S
A.On January 14, 2011, THE AXIOS FUND filed an action with the SantaClara Superior Court designated as Case No. 111CV191889 (hereinafter “The Action”)naming as Defendants ROBERT M. WALLACE, STORAGE UPREIT PARTNERS andSTORAGE UPREIT MANAGEMENT.B.Concurrently with filing The Action, THE AXIOS FUND caused to be prepared and filed an ex parte application for the issuance of a Temporary ProtectiveOrder. The Honorable Kevin E. McKenney granted THE AXIOS FUND’S applicationand issued a Temporary Protective Order attaching accounts of STORAGE UPRIETPARTNERS with Heritage Bank and Chicago Title Company totaling $2,748,380.31.C.On June 10, 2011, THE PARTIES stipulated to, and the Court ordered that,all sums subject to the Court’s Temporary Protective Order be deposited with ComericaBank in designated account no. 1894480738. By the terms of the June 10, 2011Stipulation and Court Order, the Comerica Account would be subject to a hard hold pending further order of the Court or upon receipt of dual signatures from the principals of  both THE AXIOS FUND and STORAGE UPREIT PARTNERS authorizing withdrawal.1
 
D.On June 10, 2011 STORAGE UPREIT PARTNERS and STORAGEUPREIT MANAGEMENT filed its cross-complaint alleging various causes of action andnaming as cross-defendants the LAPPAS GROUP.E.THE PARTIES deny the allegations contained within the complaint andcross-complaint and have agreed to resolve all disagreements and differences betweenthemselves and wish to enter into this settlement agreement.F.THE PARTIES, in order to avoid the uncertainty, delay and expense of time-consuming litigation, each desire to settle fully and finally all differences betweenthem on the terms and conditions set forth herein, which THE PARTIES acknowledge andrepresent to be fair, reasonable, adequate, and in their mutual best interests.G.THE PARTIES understand that they are waiving significant legal rights or claims by signing this Agreement, and voluntarily enter into this Agreement with a fulland complete understanding of its terms and legal effect, with the intent to be boundthereby.
NOW, THEREFORE
, in consideration of the covenants and mutual promises herein contained, THE PARTIES agree as follows:1.The SUP GROUP shall pay to THE AXIOS FUND, LP the sum of ThreeMillion, Two Hundred Thousand and no/100 Dollars ($3,200,000.00) in exchange for THE PARTIES dismissals of their respective complaint and cross-complaint with prejudice as hereinafter set forth.A.On or before February 2, 2012, Robert Wallace of STORAGEUPREIT PARTNERS and William Lappas of THE AXIOS FUND agree to providewritten authorization as more particularly set forth in Exhibit “A” to Comerica Bank instructing Comerica Bank to wire transfer the sum of Two Million Seven Hundred Fifty-Two Thousand Five Hundred Eighty-Three and 09/100 ($2,752,583.09) from theComerica Account referred to in Exhibit A herein to the Parish & Small client trust fundaccount with Community Business Bank. In addition, the SUP GROUP shall wire to theParish & Small client trust fund account the sum of Four Hundred Forty-Seven ThousandFour Hundred Sixteen and 91/100 ($447,416.91) for the total payment to THE AXIOSFUND of Three Million Two Hundred Thousand and no/100 Dollars ($3,200,000.00).B.Immediately following the wire transfer from Comerica Bank and theWire Transfer by SUP GROUP to the Parish & Small client trust fund account with2
 
Community Business Bank totaling Three Million Two Hundred Thousand and no/100Dollars ($3,200,000.00), the SUP GROUP shall deliver to the LAPPAS GROUP, in careof its attorneys Parish & Small, a signed dismissal of its cross-complaint with prejudice aswell as a fully executed copy of this Agreement by the SUP GROUP.C.Immediately upon receipt of the SUP GROUP’S fully executedSettlement Agreement, dismissal of its cross-complaint with prejudice and the settlementamount set forth in section 1 B, the LAPPAS GROUP shall deliver its fully executedAgreement to the SUP GROUP as well as sign and file its dismissal of its complaint with prejudice along with the SUP GROUP’S dismissal of its cross-complaint with prejudice.D.The settlement amount of $3.2 million dollars held in the Parish &Small client trust account shall remain in trust and shall not be released to the LAPPASGROUP until this Agreement is signed by the LAPPAS GROUP and dismissals with prejudice of the entire action are filed with the Court.2.In consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged, THEPARTIES promise, agree and release as follows:(a)The LAPPAS GROUP hereby fully releases and forevedischarges The SUP GROUP from any and all actions, causes of action, suits,demands, debts, expenses, accounts, obligations, costs, rights, agreements, promises, liabilities, liens, damages, or causes of action of any kind or naturewhatsoever, and whether specifically mentioned or not, which may exist or might be claimed to exist at or prior to the date of this Agreement (which shall be the dateon which the last signature to this agreement occurs), including, but not limited to,any and all claims, including any common law claims, debts, liabilities, demands,damages, charges, promises, acts, agreements, costs and expenses (including anyclaim for attorneys’ fees), actions and causes of action, whether known or unknown, suspected or unsuspected, fixed or contingent, apparent or concealed,including, but not limited to, claims which arise out of or are in any way connectedto the Action.(b)The SUP GROUP hereby fully releases and forevedischarges The LAPPAS GROUP from any and all actions, causes of action, suits,demands, debts, expenses, accounts, obligations, costs, rights, agreements, promises, liabilities, liens, damages, or causes of action of any kind or naturewhatsoever, and whether specifically mentioned or not, which may exist or might be claimed to exist at or prior to the date of this Agreement (which shall be the date3

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