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IN THE CHANCERY COURT FOR DAVIDSON COUNTY, TENNESSEE

WILLIAM P. CORGAN,
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Case No. 16-1088-III
JURY DEMAND

IMPACT VENTURES, LLC d/b/a TNA
ENTERTAINMENT, LLC; TNA
ENTERTAINMENT, LLC; DIXIE
CARTER SALINAS; SERG SALINAS;
and DEAN BROADHEAD,
Defendants.

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PLAINTIFF’S MOTION TO COMPEL AND MEMORANDUM
IN SUPPORT THEREOF
Plaintiff William P. Corgan hereby moves the Court to compel defendants Impact
Ventures, LLC (“Impact Ventures”) and Dixie Carter Salinas to provide full and fair responses to
discovery requests served upon them in this action on or before 12:00 p.m. on Friday, October 21,
2016. In support o f the motion, plaintiff states as follows:
1.

In conjunction with the filing of this action and plaintiffs pending motion for a

temporary injunction, plaintiff moved for and obtained permission from the Court to serve
discovery requests on defendants to be answered on an expedited basis.
2.

The Court denied plaintiffs companion request also to depose Mrs. Carter and a

corporate representative of Impact Ventures.
3.

Defendants answered plaintiffs written discovery by the deadline of 5:00 p.m. on

Tuesday, October 18, 2016, and produced in excess o f 17,000 pages of documents to plaintiff,
which are currently being reviewed and assessed.

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4.

True and correct copies o f the discovery responses of Mrs. Salinas and Impact

Ventures are attached hereto as Exhibits A and B, respectively.
5.

Whether Impact Ventures is insolvent or not is a central issue in this litigation, and

it is critical with respect to plaintiffs motion for temporary injunction.
6.

Accordingly Mrs. Salinas and Impact Ventures were asked to admit -- but both

denied — that Impact Ventures is insolvent as that term is used in Section 7(e)(i) of the Pledge
Agreement at issue in this action. (See Exhs A & B, Request for Admission No. 1).
7.

The only interrogatory propounded to Mrs. Salinas and Impact Ventures required

them, with respect to any denial of a request to admit, to “state the factual basis for each such
response, identify all documents relating to or supporting each such response, and identify all
witnesses having personal knowledge o f the facts included in each such response.” (See Exhs. A
& B, Interrogatory No. 1).
8.

With respect to their denial of the request to admit that Impact Ventures is insolvent,

Mrs. Salinas and Impact Ventures gave identical answers that simply stated that Impact Ventures
is not insolvent and that “Impact Ventures’ assets are of greater value than its debt.” (Id ).
Contrary to the requirements of the interrogatory, no factual basis was given for that assertion and
no supporting documents or witnesses were identified.
9.

Plaintiff is not able to take a deposition prior to the temporary injunction hearing

on October 26 to obtain clarification and elaboration on defendants’ interrogatory response.
10.

A sa result, absent supplementation of defendants’ interrogatory response, plaintiff

will be left to guess as to the basis for defendants’ claim that Impact Ventures is not insolvent until
defendants file their response brief and countervailing proof on Monday, October 24, 2016, just
over 48 hours prior to the hearing.

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11.

At that point, plaintiff will have just over 24 hours to respond to defendants’

assertions and marshal countervailing proof, because plaintiffs reply is due on Tuesday, October
25, 2016.
12.

Accordingly, plaintiff requests that Mrs. Salinas and Impact Ventures be required

to supplement their interrogatory responses on the insolvency issue to provide all o f the
information requested therein by 12:00 p.m. on Friday, October 21.
Based on the foregoing, plaintiff respectfully submits that this motion should be granted.
Resoectfullv submitted.

W. Scott Sims (#17653)
Michael R. O’Neill (#34982)
D. Gil Schuette (#30336)
Sims|Funk , PLC
3310 West End Ave., #410
Nashville, TN 37203
(615)292-9335
(615) 649-8565 (fax)
ssiins@simsfunk.com
moneill@simsfunk.com
gschuette@simsfunk.com
Counsel fo r Plaintiff William P. Corgan

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CERTIFICATE OF SERVICE
1 certify that a true and correct copy o f the foregoing has been served via email the
following persons this 19rtl of October, 2016:
Travis Parham
Blake Roth
Mark Peters
W aller Landsen D ortch & D avis , LLP
511 Union Street, Suite 2700
Nashville, Tennessee 37219
Travis.Parham@wal lcrlaw.com
Blake.Rolh@wallcrlaw.com
Mark.Peters@wallcrlaw.com
Counsel fo r Defendants

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IN THE CHANCERY COURT FOR DAVIDSON COUNTY, TENNESSEE
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WILLIAM P. CORGAN,
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Case No. 16-1088-III i
IMPACT VENTURES, LLC d/b/a TNA
JURY DEMAND. S
ENTERTAINMENT, LLC;
TNA ENTERTAINMENT, LLC;
DIXIE CARTER SALINAS;
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SERG SALINAS; and DEAN BROADHEAD,
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Defendants.

DEFENDANT DIXIE CARTER SALINAS’S RESPONSES TO PLAINTIFF’S
FIRST SET OF REQUESTS FOR ADMISSIONS, INTERROGATORIES,
AND REQUESTS FOR PRODUCTION OF DOCUMENTS

Pursuant to Rules 26, 33, 34, and 36 of the Tennessee Rules of Civil Procedure,
Defendant Dixie Carter Salinas (“Ms. Salinas”) submits the following objections and responses
to Plaintiffs First Set of Requests for Admissions, Interrogatories, and Requests for Production
of Documents to Defendant Dixie Carter Salinas.
REQUESTS FOR ADMISSIONS
1.

Admit that Impact Ventures is insolvent as that term is used in Section 7(e)(i) of

the Pledge Agreement,
RESPONSE:
Denied.
2.

Admit that Corgan notified you of the occurrence of an Event of Default under

Section 7 of the Pledge Agreement on September 29, 2016.

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1846- 1768- 8123.4

RESPONSE:
Denied as written. Ms. Salinas admits that Plaintiff, through counsel, notified her of
purported “multiple events of default under the equity pledge agreement,” on September 29,
2016, but denies that any Event of Default occurred under Section 7 of the Pledge Agreement
3.

Admit that Corgan currently has the right under the Pledge Agreement to exercise

the voting rights associated with your equity interest in Impact Ventures.
RESPONSE:
Denied.
4.

Admit that Corgan currently has the right under the Pledge Agreement and the

Operating Agreement to remove the managers of Impact Ventures and replace them with
designees of Corgan’s choosing.
RESPONSE:
Denied.

4846-1768-8123.4

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INTERROGATORIES
1.

If any of your responses to Corgan’s First Set o f Requests for Admissions are

anything other than an unqualified admission, state the factual basis of each such response,
identify all documents relating to or supporting each such response, and identify all witnesses
having personal knowledge of the facts included in each such response.

ANSWER:
The term “insolvent” is not defined in the Pledge Agreement. Under Tennessee law, an
entity is insolvent only if the sum of the debtor’s debts is greater than all of the debtor’s assets, at
a fair valuation. Impact Ventures’ assets are of greater value than its debt,
Plaintiff’s purported exercise of governance rights is invalid. The transfer of governance
rights is invalid under Tennessee law and the Operating Agreement. There has also not been an
Event of Default as that term is used in the Pledge Agreement. Impact Ventures has not become
insolvent since August 11, 2016, and is not insolvent at present

4846-t 768-8123.4

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REQUESTS FOR PRODUCTION OF DOCUMENTS
1.

All documents identified in your responses to the foregoing interrogatories.

RESPONSE:
Ms. Salinas objects to this request on the grounds that: (1) it is overly broad and unduly
burdensome because it seeks all documents which may have been referred to, identified in, or
relied upon in preparing the foregoing interrogatory responses; (2) it seeks information that, at
least in part, can be obtained from some other source that is more convenient, less burdensome,
and/or less expensive, namely Plaintiff; (3) it seeks information that, at least in part, is not
relevant to any party’s claim or defense; (4) it seeks information that, at least in part, is not
reasonably calculated to lead to the discovery of admissible evidence; and (5) it seeks
information protected by the work-product doctrine and/or the attorney-client privilege. Subject
to and without waiving the forgoing objections, Ms. Salinas states that Plaintiff already has in his
possession copies of the Pledge Agreement and the Operating Agreement. Further subject to and
without waiving the foregoing objections, Impact Ventures has produced responsive documents
relating to its financial condition.
2.

All documents relating to or referencing Impact Ventures being insolvent or

unable to pay any of its debts in full as it came due from January 1, 2016 to the present.

RESPONSE:
Ms. Salinas objects to this request on the grounds that: (1) it improperly presumes that
Impact Ventures is insolvent, which presumption Defendants vigorously dispute; (2) it is
improperly directed to Ms. Salinas, whereas Impact Ventures would be the proper party to which
this request should be directed; (3) it is overly broad and unduly burdensome because it
theoretically seeks all correspondence, financial documents, vendor invoices/statements, and
other documents concerning any instance in which Impact Ventures may have been late and/or
4846-1768-8123.4

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obtained an extension with regard to paying a debt in full, and any such documents are not
maintained in a manner that would enable Impact Ventures to readily obtain such information;
(4) it seeks information that, at least in part, can be obtained from some other source that is more
convenient, less burdensome, and/or less expensive, namely Plaintiff; and (5) it seeks
information protected by the work-product doctrine and/or the attorney-client privilege.

Subject

to and without waiving those objections, see Impact Ventures’ Response to Request for
Production No. 8.
3.

All documents sent to or received from WWE or any of its representatives from

January 1, 2016 to the present.
RESPONSE;
Ms. Salinas objects to this request on the grounds that it seeks information that, at least in
part, can be obtained from some other source that is more convenient, less burdensome, and/or
less expensive, namely Plaintiff. Subject to and without waiving that objection, and consistent
with the Tennessee Rules of Civil Procedure, Ms. Salinas is producing responsive documents
herewith.
4.

All documents sent to or received from any third party regarding the third party’s

potential acquisition of Impact Ventures, LLC or TNA Entertainment, LLC of any of those
entities’ assets.
RESPONSE;
Ms. Salinas objects to this request on the grounds that: (1) it is improperly directed to Ms.
Salinas, whereas Impact Ventures and/or TNA would be the proper party to which this request
should be directed; (2) it is overly broad, unduly burdensome, not relevant, and not reasonably
calculated to lead to the discovery of admissible evidence because it is not limited to any period

4846-1768-8123.4

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of time; and (3) it seeks information that, at least in part, can be obtained from some other source
that is more convenient, less burdensome, and/or less expensive, namely Plaintiff. Subject to and
without waiving those objections, see Impact Ventures’ Responses to Requests for Production
Nos. 5 and 6.

4846-1768-8123.4

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VERIFICATION
STATE OF TENNESSEE
COUNTY OF DAVIDSON

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I hereby certify that the answers to the foregoing Interrogatories are true and correct to the
best of my personal knowledge, information and belief.
DIXIE CARTER SALINAS

Sworn to and subscribed before me, the undersigned, a notary public, on this, the 18th
day of October, 2016.

Shelli Dimarco, Notary Public

My Commission Expires: March 7. 2017.

4846-1768-8123.4

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W. ^ v i s ParhaiM
Jeramy A. OHver (TN Bar # 029329)
Blake D. Roth (TN Bar # 031499)
WALLER LANSDEN DORTCH & DAVIS, LLP
511 Union Street, Suite 2700
Nashville, Tennessee 37219-8966
(615)244-6380
travis.parham@wallerlaw.com
j eremy .oliver@wa! 1erl aw.com
blake. roth@wa llerlaw. com
Attorneys for Defendants

CERTIFICATE OF SERVICE
1 hereby certify that a true and correct copy of the foregoing was served upon the
following counsel of record via email and First-Class Mail on October 18,2016:
W. Scott Sims
Michael R. O’Neill
D. Gil Schuette
SIMS | FUNK, PLC
3310 West End Ave., #410
Nashville, Tennessee 37203
ssims@simsfunk.com
moneill@simsfunk.com
gschuette@simsfunk.com
Attorneys for Plaintiff

4846-1768-8123.4

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IN THE CHANCERY COURT FOR DAVIDSON COUNTY, TENNESSEE
WILLIAM P. CORGAN,

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Plaintiff,
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IMPACT VENTURES, LLC d/h/a TNA
ENTERTAINMENT, LLC;
TNA ENTERTAINMENT, LLC;
DIXIE CARTER SALINAS;
SERG SALINAS; and DEAN BROADHEAD,

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DEFENDANT IMPACT VENTURES, LLC’S RESPONSES TO PLAINTIFF’S
FIRST SET OF REQUESTS FOR ADMISSIONS, INTERROGATORIES,
AND REQUESTS FOR PRODUCTION OF DOCUMENTS

Pursuant to Rules 26, 33, 34, and 36 of the Tennessee Rules of Civil Procedure,
Defendant Impact Ventures LLC d/b/a TNA Entertainment, LLC (“Impact Ventures”) submits
the following objections and responses to Plaintiff’s First Set of Requests for Admissions,
Interrogatories, and Requests for Production of Documents to Defendant Impact Ventures LLC.
REQUESTS FOR ADMISSIONS
1.

Admit that you are insolvent as that term is used in Section 7(e)(i) of the Pledge

Agreement.
RESPONSE;
Denied.
2.

Admit that Corgan notified you of the occurrence of an Event of Default under

Section 7 of the Pledge Agreement on September 29, 2016,

4836-9625-1963.

RESPONSE:
Denied as written.

Impact Ventures admits that Plaintiff, through counsel, notified

Impact Ventures of purported “multiple events of default under the equity pledge agreement,” on
September 29, 2016, but denies that any Event of Default occurred under Section 7 of the Pledge
Agreement.
3.

Admit that Corgan currently has the right under the Pledge Agreement to exercise

the voting rights associated with Dixie Carter Salinas' equity interest in Impact Ventures, LLC,
RESPONSE:
Denied.
4.

Admit that Corgan currently has the right under the Pledge Agreement and the

Operating Agreement to remove the managers of Impact Ventures, LLC and replace them with
designees of Corgan's choosing,
RESPONSE:
Denied.

483Ó-9625-I963.

2

INTERROGATORIES
1,

If any of your responses to Corgan’s First Set of Requests for Admissions are

anything other than an unqualified admission, state the factual basis for each such response,
identity all documents relating to or supporting each such response, and identify all persons
having personal knowledge of the facts included in each such response.
ANSWER:
The term “insolvent” is not defined in the Pledge Agreement. Under Tennessee law, an
entity is insolvent only if the sum of the debtor’s debts is greater than all of the debtor’s assets, at
a fair valuation. Impact Ventures’ assets are of greater value than its debt.
Plaintiffs purported exercise of governance rights is invalid. The transfer of governance
rights is invalid under Tennessee law and the Operating Agreement. There has also not been an
Event of Default as that term is used in the Pledge Agreement. Impact Ventures has not become
insolvent since August 11, 2016, and is not insolvent at present.
2.

State the nature of the relationship and identify all agreements between you and

defendant TNA Entertainment, LLC.
ANSWER:
TNA Entertainment, LLC is a wholly owned subsidiary of Impact Ventures LLC.

4836-9625-1963.

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REQUESTS FOR PRODUCTION OF DOCUMENTS
1.

All documents identified in your responses to the foregoing interrogatories.

RESPONSE:
Impact Ventures objects to this request on the grounds that: (1) it is Overly broad and
unduly burdensome because it seeks ail documents which may have been referred to, identified
in, or relied upon in preparing the foregoing interrogatory responses; (2) it seeks information
that, at least in part, can be obtained from some other source that is more convenient, less
burdensome, and/or less expensive, namely Plaintiff; (3) it seeks infonnation that, at least in part,
is not relevant to any party’s claim or defense; (4) it seeks information that, at least in part, is not
reasonably calculated to lead to the discovery of admissible evidence; and (5) it seeks
information protected by the work-product doctrine and/or the attorney-client privilege. Subject
to and without waiving the forgoing objections, Impact Ventures states that. Plaintiff already has
in his possession copies of the Pledge Agreement and the Operating Agreement. Further subject
to and without waiving the foregoing objections, Impact Ventures is producing herewith
responsive documents relating to its financial condition.
2.

All of your financial statements, including, but not limited to, balance sheets,

profit and loss statements, and statements of cash flows, whether audited or unaudited, from
January 1, 2016 to the present.
RESPONSE:
Impact Ventures objects to this request on the grounds that it seeks information that, at
least in part, can be obtained from some other source that is more convenient, less burdensome,
and/or less expensive, namely Plaintiff.

Subject to and without waiving that objection, and

consistent with the Tennessee Rules of Civil Procedure, Impact Ventures is producing responsive
documents herewith.

4836-9625-l% 3.

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3.

All documents relating to or referencing any negotiations between you and WWE

regarding WWE's potential acquisition of you or any of your assets.
RESPONSE;
Impact Ventures objects to this request on the grounds that: (1) it seeks information that,
at least in part, can be obtained from some other source that is more convenient, less
burdensome, and/or less expensive, namely Plaintiff; and (2) it seeks information protected by
the work-product doctrine and/or the attorney-client privilege. Subject to and without waiving
those objections, and consistent with the Tennessee Rules of Civil Procedure, Impact Ventures is
producing responsive documents herewith.
4.

All documents relating to or referencing any negotiations between you or TNA

Entertainment, LLC and WWE regarding WWE's potential acquisition of TNA Entertainment,
LLC or any of its assets.
RESPONSE:
Impact Ventures objects to this request on the grounds that: (1) it seeks information that,
at least in part, can be obtained from some other source that is more convenient, less
burdensome, and/or less expensive, namely Plaintiff; and (2) it seeks information protected by
the work-product doctrine and/or the attorney-client privilege. Subject to and without waiving
those objections, and consistent with the Tennessee Rules of Civil Procedure, Impact Ventures is
producing responsive documents herewith.
5.

All documents relating to or referencing any negotiations between you and any

third party regarding the third party's potential acquisition of you or any of your assets.

4836-9625-1963,

5

RESPONSE:
Impact Ventures objects to this request on the grounds that: (1) it is overly broad, unduly
burdensome, not relevant, and not reasonably calculated to lead to the discovery of admissible
evidence because it is not limited to any period of time; (2) it seeks information that, at least in
part, can be obtained from some other source that is more convenient, less burdensome, and/or
less expensive, namely Plaintiff; and (3) it seeks information protected by the work-product
doctrine and/or the attorney-client privilege. Subject to and without waiving those objections,
and consistent with the Tennessee Rules of Civil Procedure, Impact Ventures is producing
responsive documents herewith.
6.

All documents relating to or referencing any negotiations between you or TNA

Entertainment, LLC regarding the third party's potential acquisition of TNA Entertainment, LLC
or any of its assets.
RESPONSE:
Impact Ventures objects to this request on the grounds that: (1) it is overly broad, unduly
burdensome, not relevant, and not reasonably calculated to lead to the discovery of admissible
evidence because it is not limited to any period of time; (2) it seeks information that, at least in
part, can be obtained from some other source that is more convenient, less burdensome, and/or
less expensive, namely Plaintiff; and (3) it seeks information protected by the work-product
doctrine and/or the attorney-client privilege. Subject to and without waiving those objections,
and consistent with the Tennessee Rules of Civil Procedure, Impact Ventures is producing
responsive documents herewith.
7.

4836-9625-1963.

All agreements between you and TNA Entertainment, LLC.

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RESPONSE:
Upon information and belief, there are no responsive documents to this request.
8.

All documents relating to, referencing or evidencing your inability to pay any

debt in full as it came due from January 1, 2016 to the present.
RESPONSE:
Impact Ventures objects to this request on the grounds that: (1) it is overly broad and
unduly burdensome because it theoretically seeks all correspondence, financial documents,
vendor invoices/statements, and other documents concerning any instance in which Impact
Ventures may have been late and/or obtained an extension with regard to paying a debt in full,
and any such documents are not maintained in a manner that would enable Impact Ventures to
readily obtain such information; (2) it seeks information that, at least in part, can be obtained
from some other source that is more convenient, less burdensome, and/or less expensive, namely
Plaintiff; and (3) it seeks information protected by the work-product doctrine and/or the attorneyclient privilege.

Subject to and without waiving those objections, and consistent with the

Tennessee Rules of Civil Procedure, Impact Ventures is producing responsive documents
herewith relating to its finances.
9.

All documents relating to or evidencing any indebtedness of Impact Ventures.

RESPONSE:
Impact Ventures objects to this request on the grounds that: (1) it is overly broad and
unduly burdensome because it theoretically seeks all correspondence, financial documents,
vendor invoices/statements, and other documents concerning any indebtedness of Impact
Ventures, even if such debts are not currently due and owing; (2) it seeks information that, at
least in part, can be obtained from some other source that is more convenient, less burdensome.

4836-9625-1963.

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and/or less expensive, namely Plaintiff; and (3) it seeks information protected by the workproduct doctrine and/or the attorney-client privilege.

Subject to and without waiving those

objections, and consistent with the Tennessee Rules of Civil Procedure, Impact Ventures is
producing responsive documents herewith.
10.

All documents relating to, referencing or evidencing any communications from

any creditors concerning any payments being overdue or unpaid.
RESPONSE;
Impact Ventures objects to this request on the grounds that; (1) it is overly broad, unduly
burdensome, not relevant, and not reasonably calculated to lead to the discovery of admissible
evidence because it is not limited to any period of time; (2) it seeks information that, at least in
part, can be obtained from some other source that is more convenient, less burdensome, and/or
less expensive, namely Plaintiff; and (3) it seeks information protected by the work-product
doctrine and/or the attorney-client privilege. Subject to and without waiving those objections,
and consistent with the Tennessee Rules of Civil Procedure, Impact Ventures is producing
responsive documents herewith.

4836- 9625- 1963.

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VERIFICATION
STATE OF TENNESSEE
COUNTY OF DAVIDSON

)
)
)

I hereby certify that the answers to the foregoing Interrogatories are true and correct to the
best of my personal knowledge, information and belief.
IMPACT VENTURES LLC

By: Dixie Carter Salinas
Its: Chairman

Sworn to and subscribed before me, the undersigned, a notary public, on this, the 18th
day of October, 2016,

Shell! Dimarco, Notary Public

My Commission Expires: March 7. 2017.

4836-9625-1963,

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W. Travis Parham (TN Bar # 016846)
Jeremy A. Olih'e)’ (TN Bar # 029329)
Bfake D. RothTTN Bar # 031499)
WALLER LANSDEN DORTCH & DAVIS, LLP
511 Union Street, Suite 2700
Nashville, Tennessee 37219-8966
(615)244-6380
travis.parham@wallerlaw.com
jeremy.oliver@wallerlaw.com
blake.roth@wall erl aw.com
Attorneys fo r Defendants

CERTIFICATE OF SERVICE
I hereby certify that a true and correct copy of the foregoing was served upon the
following counsel of record via email and First-Class Mail on October 18, 2016:
W. Scott Sims
Michael R. O’Neill
D. Gil Schuette
SIMS | FUNK, PLC
3310 West End Ave., #410
Nashville, Tennessee 37203
ssims@simsfimk.com
moneill@simsfunk.com
gschuette@simsfunk.com
Attorneys for Plaintiff

4836- 9625- 1963.

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