Case 1:08-cv-01747-SEB-TAB Document 211 Filed 10/26/10 Page 1 of 56

Case 1:08-cv-01747-SEB-TAB Document 211 Filed 10/26/10 Page 1 of 56
UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF INDIANA
INDIANAPOLIS DIVISION
AMERICAN GENERAL LIFE INSURANCE CO:MPANY
Plaintiff,
CAUSE NO.:
vs. 1:08-cv-1747 SEB-TAB
GERMAINE TOMLINSON INSURANCE TRUST,

DATED JANUARY 23, 2006, by and through its Trustees;
lB. CARLSON, as Trustee of the Germaine Tomlinson
Trust, dated January 23, 2006; THE CARLSON MEDIA
GROUP, as beneficial owner of the Germaine Tomlinson
Insurance Trust, dated January 23,2006; and
GOEFFREY A. VANDERP AL, et al.
Defendants.
----------------------------~/
Ai"iSWER, AFFJRMA TIVE DEFENSES, COUNTERCLAIMS AND CROSS-
CLAIMS TO THE AMENDED CROSS CLAIMS AND TIDRD-P ARTY CLAIMS
BY THE ESTATE OF GERMAINE TOMLINSON AND TOMISUE HILBERT BY
DEFENDANTS GERMAINE TOMLINSON INSURANCE TRUST DATED
JANUARY 23, 2006, BY J. B. CARLSON, TRUSTEE, Ai"iD
THE CARLSON MEDIA GROUP
COME NOW the Germaine Tomlinson Insurance Trust dated January 23, 2006
("Tomlinson Trust" or "Trust"), its Co-Trustee, lB. Carlson, and Carlson Media Group
("CMG"), only, and hereafter collectively referred to as the "Defendants?", by their
counsel, and make their Answer, Affirmative Defenses, Counterclaims and Cross-claims
to the Amended Cross-Claims of the Estate of Germaine "Suzy" Tomlinson (the
"Estate") and Tomisue Hilbert, collectively the "Tomlinson Defendants", and say:
1 The Germaine Tomlinson Insurance Trust dated January 23, 2006 ("Tomlinson Trust"), its Co-Trustee,
lB. Carlson, and Carlson Media Group ("CMG"), only, were collectively referred to as the "Defendants"
in the "ANSWER, AFFIRMATIVE DEFENSES AND COUNTERCLAIMS BY DEFENDANTS
GERMAINE TOMLINSON INSURANCE TRUST DATED JANUARY 23, 2006, by J. B. CARlSON,
TRUSTEE, AND THE CARLSON MEDIA GROUP", (Doc.IS), and that designation is continued here.
See ~ 63, below.
1
1. Defendants are without sufficient information to admit or deny the
allegations set forth in Cross-claim rhetorical paragraph no. 1 by the Tomlinson
Defendants and according deny same.
3. Mr. Carlson denies he recounted any "bizarre story" to Mrs. Hilbert on
September 29, 2008, as alleged in rhetorical paragraph no. 3. Defendants are without
sufficient information to admit or deny the remaining allegations set forth in Cross-claim
rhetorical paragraph no. 3 by the Tomlinson Defendants and according deny same.
4. Defendants deny the allegations set forth in rhetorical paragraph no. 4 in
the Tomlinson Defendants' Cross-claim.
5. Defendants admit in part, the allegations set forth in rhetorical paragraph
no. 5 concerning the genuine grief expressed by Mr. Carlson over the loss of his valued
friend and trusted business associate and former Carlson Media Group Vice Chairman,
Germaine "Suzi" Tomlinson. Defendants deny all the rest and remainder of the
allegations set forth in rhetorical paragraph no. 5.
2
lO. Defendants are without sufficient information to admit or deny the
allegations set forth in Cross-claim rhetorical paragraph no. 10 and show the court that
Exhibit 1 to the Cross-claim (Doc. 77-1) speaks for itself
3
21. A person has an insurable interest in the life of another where there is
reasonable probability that he or she will benefit from the latter's remaining alive or lose
by his death.' Such an interest need not be susceptible to definite pecuniary estimation or
be founded on a mere pecuniary relation. I.C. §27-1-12-17.1 provides that an employer
providing life insurance has an insurable interest in his employee. Prime Mortgage USA,
Inc. v. Nichols, 885 N.E.2d 628 (Ind.Ct.App.2007). The statute defines "employee" to
include a director of the corporation and Germaine "Suzi" Tomlinson was a director of
Defendant Carlson Media Group on the date the policy of insurance issued. Defendants
deny all the rest and remainder of the allegations set forth in rhetorical paragraph no. 21
in the Tomlinson Defendants' Cross-claim.
2 With respect to life insurance, any reasonable expectation of pecuniary benefit or advantage from the
continued life of another creates an insurable interest in such life. Hilliard v, Jacobs, 874 N.E.2d 1060
(Ind.Ct.App.2007)
4
22. Defendants ·deny the existence of any "fraudulent scheme" as alleged in
rhetorical paragraph no. 22. Defendants are without sufficient information to admit or
deny the remainder of the allegations set forth in Cross-claim rhetorical paragraph no. 22
by the Tomlinson Defendants and according deny same.
23. Defendants deny making or authorizing any such instruction from any of
the Defendants to Germaine "Suzi" Tomlinson concerning the insurance contract or Trust
instrument as alleged in rhetorical paragraph no. 23. Defendants are without sufficient
information to admit or deny the remainder of the allegations set forth in Cross-claim
5
Defendants and accordingdeny same.
32. Defendants admit to the jurisdiction of this Court in these proceedings and
claims. Defendants are without sufficient information to admit or deny the remaining
allegations set forth in Cross-claim rhetorical paragraph no.32 by the Tomlinson
Defendants and according deny same. 28 U.S.C §§ 1332(a) and 1367 speak for
themselves.
33. Defendants admit to the venue of this action in the United States District
Court for the Southern District ofIndiana. 28 U.s.e. §1391(a)(2) speaks for itself.
Defendants and according deny same. I.C. §§29-1-13-3 and 29-1-13-10 speak for
themselves.
6
Defendants and according deny same. I.C. §§29-1-7.5-3 and 29-1-31-1 speak for
themselves.
7
44.· Defendants are without sufficient information to admit or deny the
8
56. Defendants admit in part and deny in part the allegations set forth in
rhetorical paragraph no. 56 by the Tomlinson Defendants. Defendants admit that Carlson
Media Group, Inc. is a Delaware corporation created on April 20, 2001. The company
also established itself in Indiana on June 21, 2001. The Defendants deny all the rest and
remainder of the allegations set forth in rhetorical paragraph no. 56 by the Tomlinson
Defendants.
57. Defendants deny that CMG is the alter ego of Mi. Carlson and deny that
CMG maintained no corporate or business records, all as alleged in rhetorical paragraph
9
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no. 57 by the Tomlinson Defendants. Defendants admit that Mr. Andrew Kovacs served
as the accountant for CMG for a time but Defendants deny all the rest and remainder of
the allegations set forth in rhetorical paragraph 57.
58. Defendants admit that the Germaine Tomlinson Insurance Trust dated
January 23, 2006, is a Delaware Statutory Trust. Defendants further admit that Mr.
Carlson and Resident Limited, Inc. are Co-trustees at the date of this Answer.
Defendants show that Ms. Michelle Harra, the Wilmington Trust Company was Co-
Trustee on January 23, 2006. Defendants deny all the rest and remainder of the
allegations set forth in rhetorical paragraph no. 58.
59. Defendants admit that Wilmington Trust Company ("Wilmington") served
as Co-trustee of the Germaine Tomlinson Insurance Trust dated January 23, 2006 during
the period from January 23,2006 to (approx.) February 12,2009. Defendants are without
61. Defendants admit that Resident Limited, Inc. is Co-trustee of the
Germaine Tomlinson Insurance Trust dated January 23, 2006 at the date of this Answer
and is the successor to Wilmington as Co-trustee. Defendants are without sufficient
information to admit or deny the remaining allegations set forth in Cross-claim rhetorical
paragraph no. 61 by the Tomlinson Defendants and according deny same.
10
62. Defendants deny that Mr. Carlson was the agent of Wilmington.
Defendants are without sufficient information to admit or deny the remaining allegations
set forth in Cross-claim rhetorical paragraph no. 62 by the Tomlinson Defendants and
according deny same.
63. Defendants deny characterization set forth in rhetorical paragraph no. 63
by the Tomlinson Defendants. "Defendants" here consist only of the Germaine
Tomlinson Insurance Trust dated January 23, 2006 ("Tomlinson Trust"), its Co-trustee,
lB. Carlson, and Carlson Media Group ("CMG"), collectively the "Defendants". (Doc.
15). Wilmington Trust Company, Ms. Harra, and Resident Limited, Inc., Wilmington's
successor as Trustee, are separately represented and not denominated here as
"Defendants". This Answer speaks only for the Germaine Tomlinson Insurance Trust
dated January 23, 2006 ("Tomlinson Trust"), its Co-trustee, J.B. Carlson, and Carlson
Media Group ("CMG"), collectively the "Defendants", and no others.
11
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Defendants and according deny same
71. Defendants admit the allegation set forth in rhetorical paragraph no. 71 by
the Tomlinson Defendants.
74. Defendants admit that Germaine "Suzi" Tomlinson was a trusted and
valuable member of the Board of Directors of CMG in 2005 and 2006 and a considerable
asset to CMG's business development efforts. Defendants are without sufficient
12
Case 1:08-cv-01747-SEB-TAB Document 211 Filed 10/26/10 Page 130f56
information to admit or deny the remaining allegations set forth in Cross-claim rhetorical
paragraph no. 74 by the Tomlinson Defendants and according deny same.
76. Defendants deny the allegation set forth in rhetorical paragraph no. 76 in
the Tomlinson Defendants' cross-claim.
80. Defendants admit that Plaintiff, American General Life Insurance
Company issued a policy of insurance on the life of Germaine Tomlinson on or about
January 28, 2006, but Defendants deny all the rest and remainder of the allegations set
forth in rhetorical paragraph no. 80 in the Tomlinson Defendants' cross-claim.
81. Defendants deny that Co-Defendant, Geoffrey A. Vanderpal "worked with
Mr. Carlson to find a way to generate large sums of money with minimal effort in a
relatively short period of time" as set forth in rhetorical paragraph no. 81 in the cross-
claim. Defendants are without sufficient information to admit or deny the remaining
13
Defendants and according deny same. Exhibit 2 to the cross-claim speaks for itself.
Defendants and according deny same. Exhibit 2 to the cross-claim (Doc. 190-2) speaks
for itself.
14
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90. . Defendants admit that the transaction, including the formation and
documentation of the Trust and purchase' of the insurance contract was the product of the
combined efforts of Coventry Capital I, LLC ("Coventry"), LaSalle Bank, N.A.
("LaSalle"), and Wilmington, serving CMG and Germaine "Suzi'tTomlinson to establish
a trust to hold a policy of insurance on the life of the Vice Chairman of CMG in January,
2006. Defendants are without sufficient information to admit or deny the remaining
91. Defendants admit that a clerical correction to the Tomlinson Trust
instrument was made, from 2005 to 2006, to accurately reflect the date of the Trust.
Defendants are without sufficient information to admit or deny the remaining allegations
set forth in 'Cross-claim rhetorical paragraph no. 91 by the Tomlinson Defendants and
according deny same. The Trust instrument speaks for itself.
15
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94. Defendants. are without sufficient information to admit or deny the
allegations. set forth in Cross-claim rhetorical paragraph no. 94 by the Tomlinson
the Tomlinson Defendants' cross-claim. Defendants further state that at all times
relevant herein, by its terms, the Tomlinson Trust was revocable by its Settlor (Ms.
Tomlinson) and Ms. Tomlinson retained authority to amend the Tomlinson Trust,
including the right to changes its named beneficiary during her lifetime, and she chose
not to make any changes or alterations to the Tomlinson Trust or its named beneficiaries
during her lifetime.
16
102. Defendants admit the allegations set forth in rhetorical paragraph no. 102
in the Tomlinson Defendants' cross-claim.
17
111. Defendants admit the allegations set forth in rhetorical paragraph no. III
114. Defendants admit that Plaintiff American General acted in bad faith with
regard to its duty of payment under the policy of insurance following the accidental death
of Germaine "Suzi" Tomlinson. Defendants are without sufficient information to admit or
deny the remaining allegations set forth in Cross-claim rhetorical paragraph no. 114 by
the Tomlinson Defendants and according deny same.
18
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Defendants and according deny sarne.
121. Defendants .admit that it was the responsibility of Coventry, in concert
with LaSalle and Wilmington, to arrange financing for the Policy but deny any
participation by Co-trustee Mr. Carlson in the effort other than mere acquiescence to the
Coventry/LaSalle/Wilmington premium fmancing arrangements. Defendants are without
122. Defendants admit that CoventrylLaSallelWilmington were responsible to
arrange financing for the Policy but deny that Mr. Carlson, Co-trustee, or CMG actively
participatedin the effort. Defendants are without sufficient information to admit or deny
19
the remaining allegations set forth in Cross-claim rhetorical paragraph no. 122 by the
Tomlinson Defendants and according deny same.
123. Defendants admit that the Supplemental to the Trust was made on or about
January 24, 2006, and that this Supplemental instrument was named "The Germaine
Tomlinson Insurance Trust, Premium Finance Sub-Trust" (the "Sub-Trust"). Defendants
further show that Mr. Carlson was not named a Trustee of the Sub-Trust and asserted no
control of authority over this Sub-Trust. Defendants are without sufficient information to
admit or deny the remaining allegations set forth in Cross-claim rhetorical paragraph no.
123 by the Tomlinson Defendants and according deny same.
Defendants and according deny same. Exhibit 3 to the Cross-claim (Doc. 190-3) speaks
for itself.
20
Defendants and according deny same. Defendants further reiterate that Co-Defendant,
Mr. Carlson, was not a trustee of the Sub-Trust.
21
136. Defendants admit that Germaine Tomlinson died on September 28,2008.
Defendants deny all the rest and remainder of the allegations set forth in rhetorical
paragraph no. 136 in the Tomlinson Defendants' cross-claim.
Defendants and according deny same. Defendants further state that the Policy benefit
was preserved as an asset of the Trust by the sole efforts of the Trust, through its Co-
Trustee, Mr. Carlson, and CMG, and not by the Tomlinson Defendants.
139. Defendants state that the Policy benefit was preserved as an asset of the
Trust by the sole efforts of the Trust, through its Co-Trustee, Mr. Carlson, with CMG,
and not by the Tomlinson Defendants. Defendants are without sufficient information to
admit or deny the remaining allegations set forth in Cross-claim rhetorical paragraph no.
139 by the Tomlinson Defendants and according deny same.
22
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141. Defendants admit in part, the allegations set forth in rhetorical paragraph
no. 141 concerning the genuine grief expressed by Mr. Carlson over the loss of his valued
friend and trusted business associate, Germaine "Suzi" Tomlinson: Defendants deny all
the rest and remainder of the allegations set forth in rhetorical paragraph no. 141.
147. Defendants admit that the obligation to LaSalle and Coventry were
satisfied by the sole efforts of the Defendants on or about October 14, 2008, and that the
Policy benefit was preserved for the Trust. Defendants are without sufficient information
23
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to admit or deny the remaining allegations set forth in Cross-claim rhetorical paragraph
no. 147 by the Tomlinson Defendants and according deny same.
148. Defendants admit that the Defendants are indebted in the approximate
amount of $4,632,391.17 plus an additional $1,270,000.00 plus accrued interest and
attorneys' fees, all incurred in preserving the Policy for the Trust but Defendants are
without sufficient information to admit or deny the remaining allegations set forth in
Cross-claim rhetorical paragraph no. 148 by the Tomlinson Defendants and according
deny same.
149. Defendants admit that the death claim policy to Plaintiff, American
General, was tendered through Wilmington on or about October 7, 2008. Defendants are
without sufficient information to admit or deny the remaining allegations set forth in
Cross-claim rhetorical paragraph no. 149 by the Tomlinson Defendants and according
deny same.
allegations set forth. in Cross-claim rhetorical paragraph no. 151 by the Tomlinson
24
156.. Defendants are without sufficient information to admit or deny the
25
167. Defendants. are without sufficient information to admit or deny the
allegation that Germaine Tomlinson died intestate and accordingly deny same.
Defendants deny all the remaining allegations set forth in rhetorical paragraph no. 168 in
26
170. Defendants incorporate by reference their Answers in paragraphs nos.l to
and including no. 169, above, in this, their answer to rhetorical paragraph no. 170.
17L Defendants admit the allegations set forth in rhetorical paragraph no. 171
in the Tomlinson Defendants' counterclaim against American GeneraL
in the Tomlinson Defendants' counterclaim against American GeneraL
in the Tomlinson Defendants' counterclaim against American General.
in the Tomlinson Defendants' counterclaim against American GeneraL .
allegations set forth in the Tomlinson Defendants' counterclaim against American
General in rhetorical paragraph no. 177 and according deny same.
178. Defendants admit that American General is in breach of the Policy for its
failure to pay the policy proceeds as required by the Policy but deny that the Policy
proceeds are payable to the Tomlinson Defendants or the heirs of Germaine Tomlinson as
alleged in rhetorical paragraph 178 in the Tomlinson Defendants' counterclaim.
27
Defendants deny all the remaining allegations set forth in rhetorical paragraph no. 178 in
the Tomlinson Defendants' counterclaim against American GeneraL
the Tomlinson Defendants' counterclaim against American General.
WHEREFORE, Defendants here respectfully request that the court enter
judgment on the Tomlinson Defendants' counterclaim for the Germaine Tomlinson
Insurance Trust dated January 23, 2006 ("Tomlinson Trust"), its Co-Trustee, J.B.
Carlson, and Carlson Media Group ("CMG"), only, and hereafter collectively referred to
as the "Defendants", jointly, together with their attorneys' fees and all costs and expenses
of this litigation, and for all other just and proper relief.
180. Defendants incorporate by reference their Answers in paragraphs nos. 1 to
and including no. 179, above, in this, their answer to rhetorical paragraph no. 180 in the
Tomlinson Defendants' counterclaims against American General.
182. Defendants .admit that American General breached its duty of good faith
and fair dealing in the course of its underwriting of the Policy, and by its failure to
investigate any matter pertaining to the Policy during its two-year contestability period,
as alleged in rhetorical paragraph no. 182 in the Tomlinson Defendants' counterclaim.
Defendants deny this duty was owed to the Tomlinson Defendants as alleged in rhetorical
paragraph no. 182 in the Tomlinson Defendants' Counterclaim.
28
184. Defendants contend that American General owed no duty to Ms. Hilbert in
the sale, underwriting, or administration of the policy or death claim benefit, as alleged in
rhetorical paragraph no. 184 in the Tomlinson Defendants' counterclaim. Defendants
contend that such duty was owed to the Defendants by American General.
185.. Defendants contend that American General owed no duty to Ms. Hilbert
and deny that American General breached any duty to the Tomlinson Defendants or
caused the Tomlinson Defendants any harm as alleged in rhetorical paragraph no. 185 in
the Tomlinson Defendants' counterclaim.
186. Defendants contend that American General owed no duty to Ms. Hilbert as
alleged in rhetorical paragraph no. 186 in the Tomlinson Defendants' counterclaim.
187. Defendants contend that American General owed no duty to the
Tomlinson Defendants. Defendants are without sufficient information to admit or deny
the remaining allegations set forth in the Tomlinson Defendants' counterclaim against
American General in rhetorical paragraph no. 187 and according deny same.
of this litigation, and for all other just and proper relief
29
188. Defendants incorporate by reference their Answers in paragraphs nos.1 to
and including no. 187, above, in this, their answer to rhetorical paragraph no. 188 in the
Tomlinson Defendants' cross-claims against the Germaine Tomlinson Insurance Trust
dated January 23, 2006 (<<TomlinsonTrust"), its Co-Trustee, J.B. Carlson, and Carlson
Media Group ("CMG"), only, and hereafter collectively referred to as the "Defendants".
189. Defendants incorporate by reference their Answer to the allegations set
forth in rhetorical paragraph nos. 1 thru 169, above, in this their answer to rhetorical
paragraph no. 189 in the Tomlinson Defendants' cross-claim. Defendants deny all the
rest and remainder of the allegations in rhetorical paragraph no. 189 in the Tomlinson
Defendants' cross-claim.
paragraph no-.189 in the Tomlinson Defendants' cross-claim. Defendants deny all the rest
and remainder of the allegations in rhetorical paragraph no. 190 in the Tomlinson
191. Defendants deny the allegations in rhetorical paragraph no. 191 in the
Tomlinson Defendants' cross-claim.
30
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201. Defendants admit that the Tomlinson Trust (Doc. 117-2) was revocable by
the Settlor during her lifetime" and further admit that the Settlor never revoked the Trust
during her lifetime. Defendants deny all the rest and remaining allegations in rhetorical
paragraph no. 201 in the Tomlinson Defendants' cross-claim.
202. Defendants .deny the allegations in rhetorical paragraph no. 202 in the
Tomlinson Defendants' cross-Claim.
3 The Trust (Doc. 117-2) states at ~8 Upon written instructions of the Settlor [Germaine Tomlinson], the
Trustee [Wilmington] shall dissolve, wind-up and terminate the Trust and file a certificate of cancellation
in accordance with Section 3810 of the Act. (Title 12 of the Delaware Code, Section 3810 et seq.)
31
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Insurance Trust dated January 23, 2006 ("Tomlinson Trust"), its Co-Trustee, IE.
Defendants'. cross-claim.
206. Defendants are without sufficient information to admit .or deny the
allegations set forth in rhetorical paragraph no. 206 in the Tomlinson Defendants'
counterclaim and according deny same.
counterclaim and according deny same. Further, Indiana Code § 35-41-2-3(a) and § 34-
24-3-1 speak for themselves.
208: Defendants deny the allegations in rhetorical paragraph no. 208 in the
32
209_ Defendants deny the allegations in rhetorical paragraph no. 209 in the
211_ Defendants deny the allegations in rhetorical paragraph no. 211 in the
Insurance Trust dated January 23, 2006 ("Tomlinson Trust"), its Co-Trustee, IB.
33
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forth in rhetorical paragraph nos. 188 to and including 214, above, in this their answer to
rhetorical paragraph no. 216 in the Tomlinson Defendants' cross-claim. Defendants deny
all the rest and remainder of the allegations in rhetorical paragraph no. 216 in the
22l. Defendants are without sufficient information to admit or deny the
34
231. Defendants admit that the Tomlinson Trust (Doc. 117-2) was revocable by
the Settlor during her lifetime and further admit that the Settlor never revoked the Trust
during her lifetime. (see ~201, above). Defendants deny all the rest and remaining
allegations in rhetorical paragraph no. 231 in the Tomlinson Defendants' cross-claim.
35
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232. Defendants .deny the allegations in rhetorical paragraph no. 232 in the
Tomlinson Defendants' cross-claim and request that the court enter judgment on the
Tomlinson Defendants' counterclaim for the Germaine Tomlinson Insurance Trust dated
January 23, 2006 ("Tomlinson Trust"), its Co-Trustee, J.B. Carlson, and Carlson Media
Group ("CMG"), only, and hereafter collectively referred to as the "Defendants", jointly,
together with their attorneys' fees and all costs and expenses of this litigation, and for all
other just and proper relief.
36
37
38
in the Tomlinson Defendants' counterclaim.
in the Tomlinson Defendants' counterclaim.
257. Deferidants deny the allegations set forth in rhetorical paragraph no. 257 in
39
AFFIRMATIVE DEFENSES TO TOMLINSON DEFENDANTS'

COUNTERCLAIMS AND CROSS-CLAIMS BY DEFENDANTS TOMLINSON
TRUST, J .B. CARLSON, CO-TRUSTEE, AND CARLSON MEDIA GROUP
1. The Tomlinson Defendants' have failed to state a claim against the
Defendants upon which relief may be granted. Germaine Tomlinson was Settlor of the
Germaine Tomlinson Insurance Trust dated January 23, 2006. Mrs. Tomlinson, as
Settlor, retained the exclusive authority to name her beneficiaries under the Trust until the
date of her death. Mrs. Tomlinson named her Trust Beneficiaries which did not include
40
the Tomlinson Defendants and the Tomlinson Defendants have no claim to the benefits
by the terms of the Trust.
2. The Tomlinson Defendant cannot contest the terms of the Trust because
the Settlor's intentions with regard to the Trust are determined with reference to the
written terms of the Trust which could be altered only by the Settlor during her lifetime
but which were never altered by the Settlor during her life.
3. The Tomlinson Defendants are barred from obtaining access, control or
benefit from the Trust under the doctrine of estoppel.
4. The Tomlinson Defendants are barred from obtaining access, control, or
benefit from the Trust under the terms of the "Separation Agreement and General
Release" executed by Germaine Tomlinson in favor of CMG and the Tomlinson Trust on
October 20,2006.
5. Defendants reserve the right to amend their Answer and assert any and all
Affirmative Defenses that may become apparent during the course of their investigation
and discovery.
Carlson, and Carlson Media Group ("CMG"), only,. and hereafter collectively referred to
41
COUNTERCLAIMS BY THE TOMLL"SON TRUST, J. B. CARLSON, CO-

TRUSTEE AND CARLSON MEDIA GROUP TO TOMLINSON DEFENDANTS
For their counterclaim against the Estate of Germaine "Suzi" Tomlinson (the
"Estate") and Tomisue Hilbert ("Mrs. Hilbert"), jointly and severally, the Germaine
Tomlinson Insurance Trust, dated January 23, 2006 (the "Tomlinson Trust"), by and for
its Trustee JB Carlson, and the Carlson Media Group (collectively referred to herein as
the "Counter-claimants") state as follows:
1. This Court has supplemental jurisdiction over these counterclaims under
28 USe. §1367.
2. Venue in this judicial district is proper under 28 U.S.e. § 139 1(a)(2)
because a substantial part of the events or omissions giving rise to the claims herein
occurred in this judicial district in the County of Marion.
3. The Tomlinson Trust (Doc. 117-2) is a Delaware statutory trust created
under a Trust Agreement dated January 23, 2006, as amended, with its situs located in
Newark, Delaware.
4. Defendant, Carlson Media Group, is a corporation organized under the
laws of the State of Delaware and the State ofIndiana with its principal place of business
in Indianapolis, Indiana.
5. American General is an insurance company organized under the laws of
the State of Texas with its principal place of business in Houston, Texas.
6. Beginning in approximately November 2002, Germaine Tomlinson ("Ms.
Tomlinson") began attending the Carlson Media Group Board of Directors' meetings.
7. In late 2002, Ms. Tomlinson was elected to the Carlson Media Group
Board of Directors.
42
8. During her time on the Board of Directors, Ms. Tomlinson served as the
Vice Chairman.
9. Ms. Tomlinson took an active role as a member of the Carlson Media
Group Board of Directors. She was also active in the promotion and business
development of the company.
10. Beginning in 2001 and continuing through 2004 the CMG Board of
Directors discussed and approved the purchase of "key person" life insurance contracts
based on the key person's importance and value to CMG.
11. On or about January 23, 2006, the Tomlinson Trust was created. The Trust
Agreement (Doc. 117-2) was signed by Ms. Tomlinson as Settlor and Michele C. Harra,
Financial Service Officer of the Wilmington Trust Company as its Trustee and Jason C.
Bolf, as Co-trustee. Jason C. Bolf is now known as JB Carlson, Defendant and Counter-
claimant.
12. The Tomlinson Trust Agreement identifies and designates the Carlson
Media Group ("CMG") as the beneficial owner of life insurance proceeds on the life of
Ms. Tomlinson.
13. On or about January 28,2006, American General Life Insurance Company
("American General") issued life policy No. UM0036206L (the "Policy") to the
Tomlinson Trust. A true and accurate copy of the Policy is designated in the record as
Doc. 15-2.
14. The policy is an Indiana insurance policy governed by Indiana law. See
Doc. 15-2 Policy, Page 3.
15. Since the inception of the Policy in January 2006, all Policy premiums
43
have been paid in full by or on behalf of CMG and the Trust, only. All Policy premiums,
being in the amount of$855,146.90, were accepted and retained by American General.
16. At the time the Policy was issued, Ms. Tomlinson was an active member
of the CMG Board of Directors and was active III promoting the company and
participating in its business development activities.
17. The face value of the Policy (Doc. 15-2) is $15,000,000.00. See Policy,
Doc. 15-2, Page 3 titled "Policy Schedule".
18. The Tomlinson Trust (Doc. 117-2) was prepared by Wilmington Trust
Company ("Wilmington") in. concert with and under the direction of Coventry Capital I,
LLC ("Coventry") and LaSalle Bank, N.A. ("LaSalle").
19. Coventry arranged the premium finance loan for CMG with LaSalle.
20. The Premium Finance Loan for the Policy, payable by CMG, was in the
amount of One million Two Hundred Seventy-Seven Thousand, One Hundred Fifty-nine
and 01i100 Dollars ($1,277,159.01) including accrued interest to and including
September 30, 2008.
21. By its loan terms, LaSalle was granted a security interest in the policy.
22. The American General Policy premiums were paid by the Tomlinson
Trust on behalf of CMG from the LaSalle Premium Finance Loan.
23. The Settlor and insured, Ms. Germaine Tomlinson, did not pay and did not
guarantee the LaSalle Premium Loan to pay the Policy.
24. Ms. Germaine Tomlinson died accidentally and unexpectedly on
September 28, 2008.
44
25.. Under the terms of its Premium Loan Agreements with LaSalle, CMG had
two (2) options as of September 30, 2008: (a) repay the loan in the due amount of One
Million Two Hundred Sixty-four Thousand Five Hundred Nine and 71/100 Dollars
($1,264,509.71) or relinquish the $15,000,000 policy to LaSalle.
26. On September 30, 2008, the Note and Security Agreement between
LaSalle and CMG had matured.
27. In response to LaSalle and Coventry's demands for payment or surrender
of the policy, CMG, with the assistance of Mr. Carlson, Co-trustee of the Tomlinson
Trust, took steps to protect the Policy and to preserve the value of the policy against
foreclosure by LaSalle under the terms of its Loan and Security Agreements.
28. Following negotiation and with the assistance of brokers, CMG and the
Trust entered into lending agreements with outside lenders to provide financing to
preserve the Policy.
29. It was a requirement of the successor lender, Opportunity Bridge Funding,
LLC ("OBF"), that CMG and Mr. Carlson each provide guarantees for the full and
faithful performance of the Trust in the financing.
30. The OBF bridge financing was intended to provide protection of the
Policy against foreclosure until the completion of claims processing of the Germaine
Tomlinson death claim by American General.
31. Under the terms of the OBF financing, OBF was granted a security
interest in the Policy.
45
32. Following the filing of suit by AIG (Doc. 12) to dispute the CMG death
benefit claim, CMG and its guarantors were required to re-negotiate additional terms with
OBF to continue to protect the Policy against foreclosure.
33. On or about July 24, 2009, based on the further negotiated financing terms
between OBF, CMG and the Trust's guarantors, CMG, the Trust and Me. Carlson, in his
dual capacities, granted OBF a judgment against the Trust, its Policy, CMG, and Mr.
Carlson, individually and in his capacity as Co-trustee, in the amount of Four Million Six
Hundred Thirty-two Thousand Three Hundred Ninety-one and 171100 Dollars
($4,632,391.17), plus interest under Minnesota law, and accrued attorneys fees to the date
.of final settlement of the judgment.
34. On July 24, 2009, the Trust, CMG and Mr. Carlson, both individually and
as Co-trustee, entered into a settlement agreement with SID Investments, LLC, and Mr.
James Burchard to resolve matters relating to services by SID Investments and Mr.
Burchard to the Trust, and CMG related to the negotiation of the bridge financing to
preserve and protect the Policy against foreclosure by LaSalle, which settlement cost the
Trust, CMG and Mr. Carlson One Million Two Hundred Seventy Thousand Dollars
($1,270,000.00), plus interest under Minnesota law, and accrued attorneys fees incurred
by SID Investments and Mr. Burchard to the date of final payment.
35. The actions taken by the Trust, CMG, and Mr. Carlson, individually and
as Co-trustee, were taken to establish the trust and Policy and to protect the Policy against
foreclosure by the premium finance lender and its successors lender, and to provide for
the defense of American General's claims in its efforts to deny the Policy.
46
36. Recovery, if any, by Tomlinson Defendants against the Defendants or the
Policy proceeds should be made subject to repayment and indemnity to Defendants,
including Mr. Carlson, both as Co-trustee and individually, for all incurred liabilities,
costs, expenses, and amounts otherwise expended by Defendants in their efforts to
establish, preserve, and protect the Policy against foreclosure, including all incurred and
guaranteed expense for financing the policy premiums and defense of the Policy against
foreclosure by its lenders, and the American General Declaratory Judgment
WHEREFORE, Defendants respectfully request that the court enter judgment for
Defendants, jointly and severally, and against the Tomlinson Defendants, and each of
them, on Defendants' counterclaims for repayment and indemnity for the costs and
expenses incurred inthe establishment, protection, and preservation of the Policy in an
amount to be determined at trial, together with Defendants' attorneys' fees and all costs
and expenses of this litigation, and for all other just and proper relief
CROSS-CLAIM BY THE TOMLINSON TRUST, J. B. CARLSON, CO-TRUSTEE,

Al~D CARLSON MEDIA GROUP AGAINST COVENTRY CAPITAL I, LLC,
LASALLE BANK, N.A. AND WILMINGTON TRUST COMPANY
For their cross-claim against Third-Party Defendants Coventry Capital I, LLC
("Coventry"), LaSalle Bank, N.A. ("LaSalle") and Wilmington Trust Company
("Wilmington"), jointly and severally, the Germaine Tomlinson Insurance Trust, dated
January 23, 2006 (the "Tomlinson Trust"), by and for its Trustee J. BiCarison, and the
Carlson Media Group (collectively referred to herein as the "Counter-claimants") state as
follows:
47
Case 1:08-cv-01747-SEB-TAB Document211 Filed 10/26/10 Page48of56
1. This Court has supplemental jurisdiction over these cross-claims under 28
U.s.C. §1367.
2. Venue in this judicial district is proper under 28U.S.C. §1391(a)(2)
because a substantial part of the events or omissions giving rise to the claims herein
occurred in this judicial district in the County of Marion.
3. The Tomlinson Trust (Doc. 117-2) is a Delaware statutory trust created
under a Trust Agreement dated January 23, 2006, as amended, with its situs located in
Newark, Delaware. The Trust agreement was signed by Ms. Tomlinson as Settlor and
Michele C. Harra, Financial Service Officer of the Wilmington Trust Company, as
Trustee and Jason C. Bolf, as Co-trustee. Jason C. Bolf is now known as J. B. Carlson.
4. Defendant, Carlson Media Group ("CMG") is a corporation organized
under the laws of the State of Delaware and the State of Indiana with its principal place
of business in Indianapolis, Indiana and is the beneficial owner of the Tomlinson Trust.
5. At all times relevant herein, Mr. J. B. Carlson is President of CMG and
serves as Co-Trustee of the Tomlinson Trust since its inception on January 23, 2006.
6. Beginning in approximately November 2002, Germaine Tomlinson began
attending the CMG Board of Directors' meetings and in late 2002, Ms. Tomlinson was
elected to the CMG Board of Directors.
7. In 2005, the CMG Board of Directors discussed and approved the
purchase of a life insurance contract on Ms. Tomlinson and other directors and
employees.
48
Case 1:08-cv-O 1747 -SEB- TAB Document 211 Filed 10/26/10 Page 49 of 56
8. Coventry Capital I, LLC ("Coventry") is a limited liability company
registered III Pennsylvania with its principal offices located in Fort Washington,
Pennsy lvania.
9. Beginning in calendar year 2005, Coventry was engaged by CMG, with
the consent of Germaine Tomlinson, on a plan to purchase life insurance on the life of
Germaine Tomlinson a CMG Director.
10. Coventry commenced efforts and subsequently recommended the creation
of the Tomlinson Trust to own, administer, and manage an insurance contract on
Germaine Tomlinson, then a CMG Director and Vice Chairman of the CMG Board.
11. Coventry recommended that Wilmington Trust Company serve as Trustee
of the Tomlinson Trust.
12. Coventry recommended that the proposed purchase of the insurance
contract be financed through LaSalle Bank, N.A.
13. Coventry recommended that the insurance contract be purchased from
American General Life Insurance Company.
14. American General Life Insurance Company ("American General") is an
insurance company organized under the laws of the State of Texas with its principal place
of business in Houston, Texas.
15. LaSalle Bank, N.A. ("LaSalle") is a subsidiary of Bank of America, N.A,
with LaSalle having its principal offices in Chicago, Illinois.
16. . Wilmington Trust Company ("Wilmington") is a corporation registered in
the state of Delaware with its principal place of business in Wilmington, Delaware.
49
17. Wilmington is a Trustee of the Tomlinson Trust and sole Trustee of The
Germaine Tomlinson Insurance Trust, Premium Finance Sub-Trust (the "Sub-Trust").
18. The purpose of the Tomlinson Trust was to own the contract of insurance
purchased on the life of theCMG Vice Chairman, for which CMG was the beneficial
owner, all upon the recommendation of Coventry, LaSalle, and Wilmington to CMG and
Germaine Tomlinson.
19. The purpose of the Sub-Trust was to provide for financing of the insurance
premium through LaSalle for the insurance contract purchased from American General
and owned by the Tomlinson Trust, all upon the recommendation of Coventry, LaSalle
and Wilmington to CMG and Germaine Tomlinson.
20. At all times relevant herein, Michelle Harra is an employee of Wilmington
and Trustee of the Tomlinson Trust and the Sub-Trust during the period from its
inception on January 23, 2006, to and including February 12,2009.
21. Coventry recommended to Germaine Tomlinson arid CMG that
Wilmington serve as Trustee of the Tomlinson Trust.
22. Coventry recommended to Germaine Tomlinson and CMG that LaSalle
provide the premium financing for purchase of the life insurance policy to be owned by
the Tomlinson Trust.
23. Coventry, Wilmington, and LaSalle recommended to Germaine
Tomlinson and CMG that the Sub-Trust be established to provide for financing the policy
of insurance to be owned by the Tomlinson Trust.
24. Coventry, with the assistance of LaSalle and Wilmington, recommended
to Germaine Tomlinson and CMG that a policy of insurance be purchased on the life of
50
Case 1:08-cv-01747-S~B-TAB Document 211 Filed 10/26/10 Page 51 of 56
Vice Chairman Germaine Tomlinson; that CMG be identified in the Trust as the policy
beneficiary; that Wilmington serve as Trustee; and that LaSalle provide the premium
financing for the policy.
25. On or about January 28, 2006, American General issued life policy No.
UM0036206L (the "Policy") to the Tomlinson Trust. A true and accurate copy of the
Policy is designated in the record as Doc. 15-2.
26.. The Tomlinson Trust designates CMG as the beneficial owner of life
insurance proceeds under the American General Policy of insurance on the life of
Germaine Tomlinson.
27. On December 31, 2008, American General filed suit against the Trust,
CMG and Mr. Carlson, as Co-trustee, to avoid paying the Trust's claim against the Policy
and claiming that the policy should be declared void ab initio and that CMG lacked an
insurable interest in the life of Germaine Tomlinson.
28. Coventry, LaSalle and Wilmington each received substantial commissions
and benefits from the establishment of the Tomlinson Trust and the purchase and
financing of the American General insurance policy on the life of Germaine Tomlinson.
29. CMG paid the policy premiums through the Trust and CMG remains
liable to the successor lenders to this date.
30. Coventry, LaSalle and Wilmington each owed a duty to CMG in the
conduct of their due diligence including but not limited to the recommended
establishment of the Tomlinson Trust and recommended purchase of the insurance policy
and the recommended premium fmancing arrangements for the Policy and duty to
51
competently determine and advise whether CMG had a recognizable and non-contestable
insurable interest in the life of Germaine Tomlinson.
31. Neither Coventry, LaSalle, nor Wilmington ever discussed with CMG,
Mr. Carlson, or the Tomlinson Trust regarding the risk that an insurance carrier could
contest the insurable interest in Germaine Tomlinson by CMG or that such insurable
interest was uncertain, or the likelihood of dispute in the event of claim against the policy
by CMG or the Trust.
32. Neither CMG nor Mr. Carlson had any experience in insurance trusts of
the type being recommended by Coventry, LaSalle, and Wilmington, and relied, to their
detriment, and had a right to rely, on the skill and expertise of Coventry, LaSalle, and
Wilmington in this transaction.
33. Neither CMG nor Mr. Carlson knew, or in the exercise of diligence, could
have known that the work by Coventry, LaSalle and/or Wilmington was negligently
performed when the Tomlinson Trust was established or when the insurance Policy was
purchased ..
34. The Tomlinson Trust, CMG and Mr. Carlson first became aware of the
contest by American General regarding the Policy, its coverage, valuation and contest
over the question of insurable interest and related allegations by review of the American
General complaint filed December 31,2008.
35. Coventry retained sole and exclusive possession of the original Policy
documents, contracts, and records relating to the Transaction and did not disclose all the
documents and information in the Transaction to the Tomlinson Trust or CMG at the date
52
Case 1:08-cv-0 1747 -SEB- TAB Document 211 Filed 10/26/10 .Page 53 of 56
the Policy issued. Documents were later disclosed to CMG and the Tomlinson Trust by
American General after American General filed suit.
36. Coventry, LaSalle and Wilmington each breached their fiduciary duties to
the Tomlinson Trust and CMG in this transaction.
37. Coventry, LaSalle and Wilmington were negligent in their services to
CMG, Me Carlson and the Trust.
38. Coventry breached its contract to CMG in the transaction and its efforts in
establishing the Tomlinson Trust and Sub-Trust.
39. Coventry, LaSalle and Wilmington were each negligent in the conduct of
their due diligence in determining whether CMG had an insurable interest in the life of
Germaine Tomlinson.
40. Coventry, LaSalle, and Wilmington breached its duty to the Tomlinson
Trust, CMG, and Me Carlson, both as Co-Trustee and President ofCMG by its negligent
and unreasonable due diligence in the establishment of the Tomlinson Trust and the
purchase of the insurance contract.
41. As a. consequence of the breach of duty and negligence by Coventry,
LaSalle and Wilmington, acting individually and in concert in the establishment of the
Tomlinson Trust, and its Sub-Trust, and the premium financing Notes and Agreements,
the Trust, its Co-trustee and CMG have been caused to incur damages,. substantial cost,
and expense in their defense to the suit by American General contesting the Policy and
the death benefit claim.
42. As a consequence of the breach of duty and negligence by Coventry,
LaSalle and Wilmington, acting individually and in concert in the establishment of the
53
Tomlinson Trust, and its Sub-Trust, and the premium fmancing Notes and Agreements,
and as a further consequence of the refusal of American General to pay the claim under
the Policy, the Tomlinson Trust, CMG, and Mr. Carlson, as Co-trustee, President of
CMG, and individually, have been required to incur substantial liability, exceeding
$5,902,391.10 plus accrued interest and attorneys' fees, in the establishment of the Trust
and Policy and for defense against the American General lawsuit and preservation of the
Policy by refmancing of the premium loans and they remain jointly and severally liable
under extended premium loan fmancing arrangements and agreements.
WHEREFORE, Defendants respectfully request that the court enter judgment for
Defendants, jointly and severally, and against Coventry Capital I, LLC, LaSalle Bank,
N.A., and Wilmington Trust Company, and each of them, on Defendants' cross-claims
for their damages including but not limited to repayment and indemnity for the costs and
expenses incurred inthe establishment, protection, and defense of the Tomlinson Trust
and Policy, including all its preservation costs and expenses, in an amount to be
determined at trial, together with Defendants' attorneys' fees and all costs and expenses
Respectfully submitted,
Is/ Dennis F. McCrosson

Dennis F. McCrosson eISC #10240-49)
6249 U.S. Highway 31 South, Suite A
Indianapolis, Indiana 46227
Telephone: (317) 791-7800
Facsimile: (317) 781-4825
dmccross@mccrossonlaw.com
Counsel for Defendants, Counterclaimants,

and Cross-claimants Germaine Tomlinson
Insurance Trust, J. B. Carlson, Co-trustee,
and Carlson Media Group
54
CERTIFICATE OF SERVICE
The undersigned certifies that a copy of the foregoing has been filed electronically this
26th day of October, 2010. Notice of this filing will be sent to the following parties by
operation of the Court's electronic filing system. Parties may access this filing through
the Court's system.
Counsel/or Plaintiff/Counter Defendant, American General Life Insurance Co.

Todd J. Kaiser, Esq.
OGLETREE DEAKINS NASH SMOAK & STEWSART, P.e.
III Monument Circle, Suite 4600
Indianapolis, IN 46204
Todd.kaiser@ogietreedeakins.com
David P. Donahue, Esq.

MAYNARD COOPER & GALE, P.C.
1901 Sixth Avenue North
2400 Regions/Harbert Plaza
Birmingham, AL 35203
ddonahue(ll2maynardcooper.com
Counsel for Defendant Geoffrey A. VanderPal:

Vincent P. Antaki, Esq.
REMINGER Co., LPA
525 Vine Street, Suite 1700
Cincinnati, Ohio 45202
vantaki((i),reminger.com
Counsel/or Intervener Germaine Tomlinson Estate and Tomisue Hilbert:

Judy Woods, Esq.
Curtis T. Jones, Esq.
Bose McKinney & Evans, LLP
III Monument Circle, Suite 2700
jwoods@boselaw.com
cjones@boselaw.com
Linda L. Pence, Esq.

Pence Hensel, LLC
135 North Pennsylvania Street, Suite 1600
Ipence@pencehensel.com
55
Case 1:08-cv-0 1747 -SES- TAS Document 211 Filed 10/26/10 Page 56 of 56
Counsel for Defendant Resident Limited, Inc.:

Bret S. Clement
Ayres Carr & Sullivan, P.C.
251 East Ohio Street, Suite 500
Indianapolis, IN 46204-2186
bclement@acs-law.com
Counsel for J. B. Carlson, Individually

Jeffrey O. Meunier, Esq.
320 South Rangeline Road
Carmel, IN 46032
iom@mandmlawyers.com
/s/ Dennis F. McCrosson

Dennis F. McCrosson
American General Insurance v. Tomlinson Trust, er al.

Answer, Affirmative Defenses. Counterclaims and Cross-claims
Against Estate and Cross-Defendants
Ociober 26. 2010 .
File 22945
56

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Case 1:08-cv-01747-SEB-TAB Document 211 Filed 10/26/10 Page 1 of 56

UNITED STATES DISTRICT COURT

AMERICAN GENERAL LIFE INSURANCE CO:MPANY

GERMAINE TOMLINSON INSURANCE TRUST,

("CMG"), only, and hereafter collectively referred to as the "Defendants?", by their

to the Amended Cross-Claims of the Estate of Germaine "Suzy" Tomlinson (the

1. Defendants are without sufficient information to admit or deny the

allegations set forth in Cross-claim rhetorical paragraph no. 1 by the Tomlinson

Defendants and according deny same.

2. Defendants are without sufficient information to admit or deny the

allegations set forth in Cross-claim rhetorical paragraph no. 2 by the Tomlinson

Defendants and according deny same.

3. Mr. Carlson denies he recounted any "bizarre story" to Mrs. Hilbert on

4. Defendants deny the allegations set forth in rhetorical paragraph no. 4 in

the Tomlinson Defendants' Cross-claim.

5. Defendants admit in part, the allegations set forth in rhetorical paragraph

allegations set forth in rhetorical paragraph no. 5.

6. Defendants are without sufficient information to admit or deny the

allegations set forth in Cross-claim rhetorical paragraph no. 6 by the Tomlinson

Defendants and according deny same.

7. Defendants are without sufficient information to admit or deny the

allegations set forth in Cross-claim rhetorical paragraph no. 7 by the Tomlinson

Defendants and according deny same.

8. Defendants deny the allegations set forth in rhetorical paragraph no. 8 in

the Tomlinson Defendants' Cross-claim.

9. Defendants are without sufficient information to admit or deny the

allegations set forth in Cross-claim rhetorical paragraph no. 9 by the Tomlinson

Defendants and according deny same.

lO. Defendants are without sufficient information to admit or deny the

Exhibit 1 to the Cross-claim (Doc. 77-1) speaks for itself

11. Defendants are without sufficient information to admit or deny the

allegations set forth in Cross-claim rhetorical paragraph no. 11 by the Tomlinson

Defendants and according deny same.

the Tomlinson Defendants' Cross-claim.

13. Defendants are without sufficient information to admit or deny the

allegations set forth in Cross-claim rhetorical paragraph no. 13 by the Tomlinson

Defendants and according deny same.

the Tomlinson Defendants' Cross-claim.

15. Defendants are without sufficient information to admit or deny the

allegations set forth in Cross-claim rhetorical paragraph no. 15 by the Tomlinson

Defendants and according deny same.

16. Defendants are without sufficient information to admit or deny the

allegations set forth in Cross-claim rhetorical paragraph no. 16 by the Tomlinson

Defendants and according deny same.

the Tomlinson Defendants' Cross-claim.

the Tomlinson Defendants' Cross-claim.

the Tomlinson Defendants' Cross-claim.

the Tomlinson Defendants' Cross-claim.

be founded on a mere pecuniary relation. I.C. §27-1-12-17.1 provides that an employer

in the Tomlinson Defendants' Cross-claim.

22. Defendants ·deny the existence of any "fraudulent scheme" as alleged in

by the Tomlinson Defendants and according deny same.

24. Defendants are without sufficient information to admit or deny the

allegations set forth in Cross-claim rhetorical paragraph no. 24 by the Tomlinson

Defendants and according deny same.

the Tomlinson Defendants' Cross-claim.

26. Defendants are without sufficient information to admit or deny the

allegations set forth in Cross-claim rhetorical paragraph no. 26 by the Tomlinson

Defendants and according deny same.

27. Defendants are without sufficient information to admit or deny the

allegations set forth in Cross-claim rhetorical paragraph no. 27 by the Tomlinson

Defendants and according deny same.

the Tomlinson Defendants' Cross-claim.