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E]{DORSEDFILED
SAN iIATEOCOT,NTY
FEB 2

2012

Glortoffie SupenorCoud

By SANB$,HFS

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SUPENOR COI]RT OF THE STATE OF CALIFORNIA

IN AND FOR TTIE COI.JNTY OF SAN MATEO

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KATE PALEY and WORD DIAMONDS, LLC


Plaintiffs!
v.

CaseNo.:

CM9470l

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ORDERS RE DEFEDNANTS' MOTIONS FOR SIIMMARY ADJTJDICATION AND

SIJMMARYJUDGMENT

RADAR NETWORKS, INC., NOVA SPIVACK STEVE HAII, BARIS KARADOGAN, ROSS LEVINSOHN, EVRI, INC. and Does l-100 inclusive,
Defendants-

DATE: l-27-12 TIME: 9:00 A.M. DEPT:23

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The following motions came on regularty for hearing at 9.00 A.M. on January 27, 2Ot2

before Departm ent 23 of


presiding:

tle

San Mateo Superior Cour!

the

Hon. V. Raymond Swope

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The Motion for Summary Judgment by Defendant Ewi, Inc. @ereafter'Ewi");

futr

Re Defodants'

Motions for Surnrnary Adjudication and Srmary Judgnent - I

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The motion by Defendant Ewi for Summary Adjudication that the Second Cause

of

Action for Fraudulent Conveyance under Civil Code section 3439.04, the Third
Cause

of action for Fraudulent Conveyance under Civil Code section 3439.05, the

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Ninth Cause of Action for Accounting, the Tenth and Eleventh Causes of Action for
Conversioq the Twelfth Cause of Action for Unfair Compaition, and the Thirteenth
Cause

of Action for Constructive Trust are without merit;

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The Motion for Summary Iudgment by Defendant Ross Levinsohn (hereafter


"Levinsohn"); The motion by Defendant Levinsohn for Summary Adjudication that the Second
Cause

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of Action for Fraudulerf Conveyance under Civil Code section 3439.04

and

the Third cause of action for Fraudulent conveyance under


3439.05 are without merit;

civil code section

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The Motion for Summary Judgment by Defendant Steve Hall (hereafter

"Hall");

The motion by Defendant Hall for Summary Adjudication that the Second Cause

of

Action for Fraudulent conveyance under


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civil

code section 3439.04 the Third

cause of action for Fraudulent conveyance under

civil code

seclion 3439.05, and

the Seventh Cause of Action for Breach of Fiduciary Duty are without merit

Rishi Bandari, Esq. of Mandel Bhandari LLP and Doug colt, Esq. of colt wallerstein
appeared on behalf of Plaintiffs Kate Paley and Word Diamonds

LLC.

Steve Willey, Esq. and

Duq, Grahar4 Esq. of Savitt, Bruce & Willey LLP


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appeared on behalf

of

Defendant Ewi, Inc. -

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Eric Amdursky, Esq. of O'Melveny & Myers LLP appeared on behalf of Defendant Levinsohn.
Christopher Wanger, Esq. of Manatt Phelps

& Phillips IIP

appeared on behalf

of Defendant

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Ordr Re Defedants' Motions for Surunary Adjudicatiqr ard Sumury Judgnent - 2

Hall. After the court

received the papers filed by the parties and heard the arguments

of

counsel, the matter was submitted.

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Standard for Summary Judgment and Summery Adjudication On motion for summary judgment or summary adjudication, the moving party bears the

initial burden of production to make a prima facie showing that there are no triable
material facr. (Aguitu v. Atlantic Rictfield Co. (2@1) 25 Cal.4'h 826,

issues

of

850.)

"There is no

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obligation on the opposing party...to establish anything by affidavit unless and until the moving party has by affidavit stated facts establishing every element
...

necessary to zustain a judgment

in his favor."

(Consamer Caase, Inc. v. SmileCAre (2001)

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Cal.App.4s 454, 465') A

Defendant moving for summary judgment bears the burden of persuasion that one or more
elements of the cause of action in question'cannot be established" or "that there is a complete

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defense" thereto. (Aguitar

v.

Attantic Richfetd Co. Q}Ol) 25 CaL4s 826, S50.)

once the moving party has met the initial burden above, the burden shifts to the
opposing party to produce admissible evidence showing a triable issue of fact exists. (CCP $

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q:Z(pxl);

Green v. Ralee Engineering Co. (1998) 19 Cat 4t' 66,72.\ Tlte opposing party may

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not rely upon allegations of denials in the pleadingg rather it must set forth the specific facts
showing that a triable iszue of marefial fact exists.

(ccP $ 437c(p)(l); futto Ana Unifed

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Schoot Dist. V. Orange County Develop. Agency (2001) 90 Cal.App.4t 404,

4ll)

The

pleadings serve as the "outer measure of materiality" in a summary judgment motio4 and the

motion may not be granted or denied on isnres not raised by the pleadings. (Goverranent
Employees hrs. Co. v. Supenor Court QO}O) ?9 Cal App.4s 95,98; Laabs v. City of Victorville

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(2008) 163 cal.App.46 1242, 1258.)

ordef R Defqxlarts' Motions for Summary Adjudication and Summary Judgmnt -

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A. PlaintifPs Strnding To Assert Fraudulent Conveyance Claims

All moving

Defendants assert that Plaintiff Paley lacks standing to bring a fraudulent

conveyance claim because at the time of the conveyance, Plaintiff Paley was a stockholder, not
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a creditor, because the Notes issued to her had been properly converted to Preferred stock
pursuant to the terms

ofthe documents.

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Paragraph 2.1 of the Convertible Promissory Note provides that "the principal balance and all accrued interest of this Note

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will convert automatically into

shares

of the Company's

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Next Equity Securities." The provision further provides:

"If

the Net Equity Financing does not

occur prior to the Due Date but M,000,000 or more in aggregate principal amount of Notes,

including this Note, have been issued under the Purchase Agreement and are outstanding the
principal balance and all accrued interest on tlis Note will convert into shares ofthe Company's
Series

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B Preferred Stock upon demand by the Lender following September 30, 2009. ftfulVEwi

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undisputed Fact 16, Levinsohn Undisprted Fact 11; 2008 convertible Promissory Note
(hereafter

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*2008 Note"), Exhibit B to 2008 Note wanant and Purchase Agreement (hereafter

2008 warrant Agreement"), Document RDRPROD0002I472, Exhibit


Stephen Hall (hereafter'Tlall Declaration").)

to Declaration of

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Paragraph L8
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of the 2008 Warrant Agreement

defines "Next Equity Securities" as

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..equity securities issued and sold to investors in the Company's Next Equity Financing." (Levinsohn Fact 13, Id. at RDRPRoD0002l46l.) Paragraph 1.5
Agreement defines Next Equity Financing as "the next transaction
issues and sells shares

of the 2008 warrant

... in which the Company

of equity securities ... to investors with gross proceeds to the Company

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of not less than $4,000,000, including the cancellation of indebtedness upon conversion of any
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promissory

notes." Gtdvpwi

undisputed FaCi. 17, Ievinsohn Undisputed Fac'|" 12.)

Ordq

Re Defndsnts'

Motions for Summary Adjudication ald Suotrury Judgnent - 4

Additional Debt plus cancellation of Paley's debt totaling $3,157,807.97 exceeded $4 Million.
(See Hall/Evri Fact 22, Levinsohn Fact 18.)

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This court does not find the language ofthe 2008 Warrant Ag'eement and the 2008 Note
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to be ambiguous and therefore holds that the interpretation of these documents are matters of pure law. The 2008 Warrant Agreement and 2008 Note contemplate several circumstances
under which one or more convertible notes may convert to Preferred Stock, One circumstance

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is provided in the third sentene of Par4graph 2.1 of the 2008 Notes which provides that

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Lender may demand conversion after September 30, 2009 if the aggregate principal amount of

tlle notes, including the 2008 Note issued to Plaintiff Paley, exceeds $4 Million. A different
circumstance is the automatic conversion provided in the first sentence of Paragraph 2.1 ofthe 2008 Note if, pursuant to the definition ofNext Equity Financing in Paragraph 1.5 of the 2008

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Warrant Agreement, gross proceeds from the issuance or sale of shares or equity, including
cancellation of indebtedness ofany promissory notes, exceeds $4 Million The iszue presented here is whether the $4 Million sale triggering automatic conversion

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under Paragraph 2.1 includes the amount of debt subject to automatic conversion. This court
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concludes that

it

does not, i.e. that

to trigger automatic conversion, there must be some

combination ofsales and cancellation of other debt that totals $4 Million and that the amount
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of

debt whose cancellation triggers automatic conversion excludes the debt zubject to automatic
conversion.

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First, the language ofthe documents infers that automatic cancellation occurs "wften the

company issves md sells shares...with gross proceeds of not less than M,000,000." @aragraph
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1.5, 2008 warrant Agreement litalics added].) while Paragraph 1.5 expressly provides that the
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M Million may include "cancellalion of indebtedness upon conversion of any promissory

Order Re Defendanls' Motions for Summary Adjrdication ard Sumna-y Judgmetrt - 5

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notes," that language would appear to refer to cancellation of promissory notes other than the

2008 Note issued to Plaintiff Paley because (a) Paragaph 2.1 permits Lenders to demand
conversion when the aggregale notes, including this note, exceed M Million, and (b) Paragraph

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1.5 does not contain the language "including this note" used by the parties elsewhere to specifr
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that value of the instant note was to be included in the calculation of the M Million amount.
The provision "cancellation of indebtedness upon conversion of any promissory notes"

following the provision providing that $4 Million was a prerequisite to automatic conversion in Paragaph 2.1 of the 2008 note would only make sense

if

interpreted to refer to a voluntary

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demand for conversion, as compared to the automatic conversion provision of Paragraph 2. 1.

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Defendants' proposed interpretation of the 2008 Note to permit automatic conversion whenever
accrued principal and interest on the Paley Note exceeded

M Million would infer that the only

prerequisite to automatic conversion of the Paley Note was the passage of time.
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Since this court concludes that the debt and accrued intaest subject

to

automatic

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cancellation when the Next Equity Financing occurs, could not be included in determining
whether PlaintiffPaley's 2008 Note automatically converted, and since Defendants' Undisputed

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Facts show that the proceeds, excluding Paley's debt, did not exceed $4 Million, this court
concludes

tlat the conditions precedent to automatic conversion of Plaintiff Paley's debt were
have

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not satisfied, that Plaintiff Paley is tlerefore a creditor, and, therefore, that Defendants

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failed to establish a prima facie case that Plaintiff Paley lacks standing to bring one or more
fraudulent conveyance claims. Even

if this court were to adopt a different interpretation of the automatic

conversion

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feature ofthe 2008 Note PlaintiffPaley has offered evidence creating a triable issue of material
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fact conceming whether the total value, including the Paley's 2008 Note and accrued interest,

Order Re Defqrdants' Motions for Sumnury Adjudication

ad Surrnary

Judgnant - 6

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exceeded $4

Million.

Thus even

if

a prima facie case were deemed to exist, Defendants'

motions for summary adjudication ofthe second and third causes of action on the grounds that

PlaintiffPaley lacked standing is DENIED.


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B. Merit of Frrudulcnt Conveyance Claims Against Evri Defendant

Ewi

seeks summary adjudication as

to the Second

Cause

of Action for

Fraudulent Conveyance under Civil Code section 3439.04, the Third Cause of action flor
Fraudulent Conveyance under Civil Code section 3439.05 on the glounds that Ewi acquired
Radar asets for reasonably equivalent value.

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Evri cites In re

JN

Corp.

(9i Cir. 2010) 617 F.3d 1102, ll09

[appeal of bankruptcy

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case involving fraudulent conveyance] for the proposition that the evaluation of reasonably equivalent value takes into consideration all ofthe specific circumstances affecting the value
the asset, including t}le desire for a speedy, bulk sale. Herg

of

Ewi

argues that because Radar was

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in extreme distress and because the sale permitted Radar to avoid bankruptcy and foreclosure
that was threatening, the Ewi deal was a good deal. Ewi argues that the last minute competing offer for Radar patents was too late and too uncertain. Since the Ewi deal assred that creditors

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would be paid, Ewi argues that the Evri deal was the best deal from the standpoint of the
creditors. At oral argument, Ewi essentially argued that the weight ofthe evidence prevented a
reasonable

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jury from finding that the value paid by Ewi was not

reasonable value under the

eigent

circumstances that existed.

There are two problems with Ewi's argument and the evidence offered to support it-

First, Ewi's argument,


circumstances make any

if

taken

to its

logical conclusio4 essentially assefts that exigent

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ofer qualify as reasonable equivalent value, i.e. that the actual offer

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price is irrelevant to the issue of reasonable equivalent value

if

there is no equally viable

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Re Defadar s' Motions for Summary Adjudication and Surnmary Judgment - 7

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altemative offer on the table at the moment the sale is made. This court declines to hold as a matter of law that exigent circumstances make the value received irrelevant to the issue of
reasonable equivalent value. Second, this court finds that

Ewi

has failed

to establish a prima

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facie case as to whether, from the standpoint of Radar, exigent circumstances existed. While Radar's defrult on certain debt created a likelihood that foreclosure would require Radar to
cease business

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activity, Ewi's own evidence establishes that the transfer of all Radar assets to
cease business

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Ewi, would also require Radar to immediately

activity. If all

available

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altematives would result in an immediate cessation of Radar business activity, there was no
exigent ned for Radar to select a specific alternative. Similarly, if foreclosure by a senior lien holder would result in the transfer of Radar assets to that lien holder with other creditors going unpaid, then the creditors are the parties facing exigent circumstances, not Radar.

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While a jury could find that the evidence provided by Ewi is sufiicient to support

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verdict that the Evri deal qualified as reasonably equivalent value under all the circumstances, it
is not clear, and no authority is cited for t}e proposition that this evidence is zufficient to entitle

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Ewi to judgrnent

as a matter

of law. This court cannot hold as a matter of law that a greater

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amount, such as the $2.75 Million ofrered by Intellectual ventures, prorated equally among all

of the unsecured creditors, would not have been better frorn the standpoint of all of

the

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creditors. (See Monastra v- Konica Business Machines (1996) 43 Cal.App.4m 1629, 1644 [summary judgment denied because

of

zubstantial evidence that debtor did not receive

reasonably equivalent valuel.) This court finds that Ewi has faited to establish a prima facie
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case that 26

Evri is entitled to judgment

as a matter

of law.

Even if this court were to assume that a prima facie case had been established, Plaintiff
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Paley has provided zubstantial evidence creating a triable issue of material fact. First, Plaintiff

Ordr Re Defendants' Motions for Srnnnary Adjudication

ad

Surunary Judgmnt - 8

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Paley has offered evidence that raiss an inference that the $2.75 Million from Intellectual
Ventures was a firm ofler by a sophisticated party. During oral argument, Ewi ridiculed the

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evidence supporting the Intellectual Ventures offer; however, Evri's argument goes to the weight to be given that evidence, not whether the evidence raises triable issres of material fact.
Second Plaintiff has

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ofered evidence creating

a triable issue of material fact as to whether the

Intellectual Ventures offer provided a non-exclusive license to Radar that could have been sold

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for additional revenue. Third Plaintiff has ofiered widence creating a triable issue of material
fact as to whether Vulcan (and therefore Ervi) was willing to pay more than it ultimately paid

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for Ewi's assets. Fourth, Plaintiff has raised a triable issue of material fact concerning whetlter
Radar possessed an asset that it never bothered to 'aironetize, its claims against Ewi for violation

of patents. @xhibit c-31, c40, c-42, C45 to Declaration of Rishi Bhandari.) while
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jury

may ultimately weigh the evidence and find in favor of Ewi, Ewi's instant motion for surnmary adjudication that the Second and Third causes of Action are without merit must be DENIED. C. Merit of Fraudulent Convcyance Claims Agrinst Levinsohn

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Levinsohn seeks summary adjudication on the grounds that he did not receive any direct

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or indirect benefit from the sale of Radar


establish

assets

to Awi. Levinsohn's Undisputed Facts do not


law.

a prima facie case that Levinsohn is ettitled to judgrnent as a matter of

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Levinsohn concedes that Fuse received 909,690 shares ofEwi common stock as a rezult ofthe Radar-Ewi assets sale. While Fuse may have ultimately lost $6 Million on the investment as a
whole, that loss would have been greater transferred to Fuse.

ifa portion ofthe

909,690 shares of stock had not been

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Even if this court were to deem that l,evisohn had established a prima facie case that he
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is entitled to judgment as a matter of law, Plaintiff Paley asserts that other evidence provided by

Ords Re Defs&flts' Motions for Sumnury Adjudication ard Sunmary Judgnent - 9

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Levinsohn establishes a triable issue of material fact as

to

whether Levinsohn personally

benefited from the Radar-Ewi assets sale. First, Levinsohn's own declaration establishes that the fund received payment of $271,000 in payment of the face amount of its unsecured Radar

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note which personally benefitted Levinsohn because (a) the Levinsohn fund received money,

(b) Levinsohn's obligation to his partners was Iessened, (c) l.evinsohn's compensation to his
partners was increased. Plaintiff Paley's evidence includes an email fiom Ross Levinsohn to

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Nova Spivack stating: "I'm out on a limb with my firm here, and they will not approve a dime
unless we are tracking everything by the penny and look how we spend every dollar---"

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(Exhibit C-61 to Declaration of Rishi Bhandari, Exhibit 34 to Deposition of Levinsohn

triable issue of fact exists as to whether Levinsohn enhanced his reputation by providing a soft
landing by orchestrating a fuIl payment ofthe unsecured note for his partners.

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This court has already held that prestige qualifies as a benefit for purposes of fraudulent transfer cause of action. (3-2-l

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Transcrrpt before Hon. Smtt ["There are benefits other than

money...that people receive. -.Prestige [and] power are a couple that come

to

mind"].)

Furthermore, the notion advocated by Defendant Ewi and endorsed by Defendant Levinsohn

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that an emergency existed because, absent the Ewi deal, some Radar creditors would receive less favorable treatment, raises an inference that the individuals who responded

to

such

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"emergency," including Defendant Levinsohrq received some benefit from the transfer
Radar assets to
and

of

Ewi.

Defendant Levinsohn's motion for summary adjudication of the second

third cause of action for Fraudulent Conveyance is DENIED.

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Ord,er Re Defndants' Motions for Sumnrary

Adjudication ard Surunary Judgment -

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D. Merit of Fraudulent Conveyance Chims Against Eall

Hall seeks summary adjudication on the grounds that he did not receive any direct or
indirect benefrt from the sale ofRadar assets to Evri, The pleadings serve as the "outer measure

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of materiality" in a summary judgment motion and the motion rnay not be granted on issues not

raised

in the pf eadings.
9S.)

(Govemment Employees

hs. Co. v- Superior Court (2000) 79

Cal.App.46 95,

Paragraph 69

of the

Second Amended Complaint alleges that "As

Managing Director of Vulcan Capiral (which was the largest singfe shareholder of both Ewi and Radar), and as the person responsible for overseeing Vulcan Capital's investment in Radar and

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Ewi, Mr. Hall had

a direct financial interest in the tramaction berween Radar and

Ewi.

Indeed,

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based on information and belief, the amount of compensation that Mr. Hall receives as a result

of his participation in Vulcan Capital depends on the


investments, including investments in Radar and

success

of certain Vulcan

Capital

Ewi.

Thus, Defendant Hall stood to receive a

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personal financial benefit from Radar's fraudulent conveyance

ofall ofits

assets to

Ewi."

undisputed Facts 23-29 establish tllat Hall did not own stock in Radar or Ewi and that

he did not receive money, property, or other consideration from the Radar assets

sale.

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However, Flatl's Undisputed Facts do not establish that Flall did not benefrt in his capacity as Director of Vulcan Capital or as a participant in Vulcan Capital. Thuq Hall's Undisputed Facts
do not establish that Hall is entilled to judgrnent as a matter of law on the issues alleged in the
Second Amended Complaint..

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Even

if Hall were deemed to have established

a prima facie case, Plaintiff Paley's

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evidence establishes that Hall has a contractual right to particip*e in the "carried interest" to

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which the management companies for vulcan funds invested in Radar and EwL that he has a
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contractual right to receive profits generated by that fund, and that the Radar-Ewi transaction

Ord,er Re Defendants' Motions for Sumnrary Adjudication and

Suuuary Judgnent - I I

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permitted Hall and Vulcan to recognize a tax loss, which was highly advantageous because Hall
and Vulcan had substantial taxable income. fHall Deposition at 16:12-17:23 and 258.2-259:25.)

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An email from Nova Spivack to Sonja Erickso4 Nova Spivack states "I think that we need to
point out to Steve H that for months he has been saying Vulcan could use the write offand now

he is happy to have the company shut down and take the write

of;"

@xhibit C-33 to

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Declaration of Rishi Bhandari, Exhibit 92 to Deposition of Sonja Erickson.)

Finalty, the notion advocated by Defendant Ewi and endorsed by Defendant Hall that an
emergency existed because, absent the

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Ewi deal, some Radar creditors would receive

less

favorable treatment, raises

an

inference that

the individuals who

responded

to

such

,'emergency," including Defendant Hall, received some benefit from the transfer of Radar assets

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to

Ewi.

This evidence creates a triable issue of material fact as to whether

llall

received a

direct benefit from Radar-Ewi asset sale. Defendant Hall's motion for summary adjudication the second and third causes of action for fraudulent conveyance is DENIED.

of

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E. Merit of Breoch of Fiduciery Duty Claim Against Hall

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Hall also seeks summary adjudication of the

Seventh Cause

of Action for Breach of

Fiduciary Duty in connection with the conversion of the 2008 Note to equity. While this court has held that the terms of the controlling documents did not authorize Defendant Radar to

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automatically convert Paley's 2008 Note to equity, this court finds that Defendant Hall did not breach a fiduciary duty owed to Plaintiff Paley in connection with his participation in the decision

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to mnvert the note.

Defendant Hatl's motion for summary adjudication that the

Seventh Ca.use of Action is wirhout merit is GRANTED.

Ordr Re Defodads' Motions for Surunary Adjudication and Summary Judgnent - 12

F. Merit of Conversion end Unfeir Conpetition Claims


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The Tenth cause of Action asserts a claim for conversion by word Diamond against

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Ewi for valuable property Word Diamond conveyed to Radar.


asserts a claim by Paley against

The Eleventh Cause of Action proceeds thereof The

Ewi for conversion of her note and the

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Twelfth Cause of Action asserts a claim by Paley against Evri or unfair competition. Ewi seeks
summary adjudication on the grounds it never received any Word Diamond or Paley property.

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Defendants' evidence establishes a prima facie case Ewi is entitled to judgment as a mattet of

law with regard to both conversion claims as Evri has established that it never
cash Paley paid or any other asst claims by Word Diamond or Paley.

possessed the

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Neither Word Diamond or Paley offer any evidence controverting the evidence provided
by

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Ewi. While

this court has already held that Radar did not have the right to convert the Paley

note to equity, Ervi was not involved in that action and did not take possession of either the note

or stock belonging to Paley. While Paley's money may have been used to improve assets that

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Ervi purchased, such improvement did not convert that

assets

to property of either Word

Diamond or Paley. Further, while the assets acquired by Evri may ultimately be determined to

quali$ as a fraudulent conveyance, there was no conversion

as Radar and

Ewi reached

an

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agreement on the value to be to be paid by Ewi for title to such assets and Evri consented to

Ewi's

possession

of such property. Ewi's motion for summary adjudication of the Tenth,

Eleventh and Twelfth causes of Action for conversion and unfair competition is GRANTED.
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Ordr Re Defendar s' Motiors for Swnmary Adjudication and Smnary Judgmnt - 13

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G. Merit of Accounting and Constructive Trust Claims


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While Ewi has established that it has not taken possession of property owned by Word
Diamond or Paley, this court has already determined that triable issues of material fact exist as

to whether property conveyed to Ewi qualifies

as a fraudulent conveyance. In the event that

Plaintiff Paley ultimately prevails on either fraudulent conveyanc claim, a court of equity may

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find that plaintiff Paley is entitled to the equitable remedies of Accounting and Construaive
Trust with regard to the assets fiaudulently conveyed. Ewi's motion for summary adjudication of the Accounting and Constructive Trust causes of action is DENIED.

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E. Conclusion
The motion for zumrnary judgment by Defurdant Ewi is DENIED. The motion by
Defendant

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Ewi ficr summary adjudication that the Second Civil Code section 3439.04, the Third

Cause

of Action for of action for

Fraudulent Fraudulent

Conveyance under

Cause

Conveyance under Civil Code section 3439.05, the Ninth Cause of Action for Accounting and
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the Thirteenth cause of Action for constructive Trust are without merit is DENIED. The
motion by Defendant Ewi that Tenth and Eleventh Causes of Action for Conversion, and the

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Twelfth Cause of Action for Unfair Competition are without merit is GRANTED.
The Motion for summary Judgment by Defendant Levinsohn is DENIED. The motion

by Defendant Irvinsohn for Summary Adjudication that the Second Cause of Action for
Fraudulent Conveyance under Civil Code section 3439.04 and the Third Cause of action for Fraudulent Conveyance under Civil Code section 3439-05 are without merit is DENIED.

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Ordr R Defndants' Motions for Suqunary Adjudication ard SurnrnaryJudgnent - 14

The Motion for Summary Judgment by Defendant

tlall is DENIED. The motion

by

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Defendant Hall for Summary Adjudicafion tbat the Second Cause of Action for Fraudulent
Conveyance under Civil Code section 3439.04 and the Third Cause of Action for Fraudulent

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B

conveyance under

civil code

section 3439.05 are without merit is DENIED. The motion by

Defendant Hall that the Seventh Cause of Action for Breach of Fiduciary Drty is without merit

isGRANTED.

IT SO ORDERED.
Dated: February 22, 2Ol2

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Judge ofthe Superior Court

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2'7

2A

Order Re Defsrdants' Motions for Summary Adjudication ard Sunrnary Jtrdgmnt -

l5