United States of America v. Northwest Venture Partners III, LP

Filing 2

CONSENT ORDER of Receivership appointing U.S. Small Business Administration as Receiver for Northwest Venture Partners III, LP re 1 Complaint filed by United States of America. Signed by Judge Robert H. Whaley on June 12, 2009, USDC, Eastern District of Washington, case no. CV-09-075. (lw)

17 Case2;09-cv-00075-RHW Document

Filed 06/1212009

I

rrs#*Hr-rudsnrftiHf [ p'#
JUN 22009 2
ctt8t$ J0Hi/s0{, B. 0LERK R{ DEPI.'CT"BK ff

2 3 4 5 6 7
I I

FE-og-tq
UNITED STATESDISTRICTCOURT EASTERNDISTRICTOF WASHTNGTON

10 1l t2 l3 l4 l5 16
tt

LTNITED STATES AMERICA, OF Plaintiff, vs. NORTHWESVENTURE T PARTNERS LP, III, Defendant.
IT IS HEREBY ORDEREI}, ADJUDGED AND DECREED: of this takes Pursuant theprovisions l5 U.S.C. to $687c, Courthereby jurisdictionof NorthwestVenturePartners LP f'Northwestl'),andall III, exclusive 1. of its assets propeffy,of whatever and kind andwherever located, 2. ("SBA") is hereby ThEUnitedStates SmallBusiness Administration ("Receiver") Northwest serve appointed Receiver of to withoutbonduntil further and orderof this Court. The Receiver appointed the purpose marshaling is for of liquidatingall of Northwest'sassets satisSingthe claimsof creditors and therefrom the orderof priority asdetermined this Court. in by 3. TheReceiver shallhaveall powers, authorities, rightsandprivileges possessed the offrcers, by directors, managers general limited and and heretofore

NO. CV-09-075-RHW CONSENTORDER

l8 t9
2Q
.,1

z2
23 24 25 26 27

2 8 CONSENT ORDER * 1

17 C a s e2:09-cv-00075-RHW Document

Filed06/12/2009

of stateandfederallaw, by the Agreement t l partners Northwest of underapplicable , r I Limited Partnership, Charterand/orBy-Lawsof saidIimitedpartnership, in and
I

'l
6

. l additionto all powersandauthorityof a receiver equlty,andall powersand at by of 4 l authorityconferrcd uponthe Receiver the provisions 15U.S.C'$ 6E7cand 2 8 U.S.C. 754. $ 4. investment employees, directors, officers,managers, Thetrustees, of are attomeys otheragenLs Northwest hereby and 7 advisorsaccountarrt$, , I Such partners herebysuspended. are dismissed thepowersof any general and or operations to shallhaveno authoritywith respect Northwest 9 persons entities and granted the Receiver' by be l 0 a$$ets, except the extentasmay hereafter expressly to ofNorthwestandshallpursue and r l The Receiver shallassume controltheoperation all 1 2 andpreserve of its claims, l3 5, possession all assets, of is The Receiver entitledto takeimmediate booksandrecords all other and or I 4 bankaccounts otherfinancialaccounts, general or relatingto Northwest.Thepastard/orpresent l 5 documents instruments agent$' trustees, company, officers,directors, , management l 6 partner(s)managers, ofNorthwest,aswell asall thoseactingin and t 7 attomeysaccountants, employees ,

t 8 their place, areherebyorderedand directedto tum over to the Receiverforthwith
of and accounts all otherinstruments papers and and documents, 1 9 all books,records, and and ? 0 relatingto Northwestandall of Northwest'sassets all otherassets propefty whetherreal or personal. 2 l of the limited partnership,
')j

6.

within partnershallfumisha writtenstatement Norlhwest'sgeneral

2 3 five (5) daysafterthe entryofthis Order,listing the identity,locationand
(and employees job a valueof all assets Northwest, list of all agent$, of 2 4 estimated attorneys,accountant"s any other agentsor and other personnel, 2 5 titles thereof,), of addresses amounts claimsof and as 2 6 contractors Northwest, well asthe names, of
)1

of all known creditors ofNorthwest. Within thirty (30) daysfollowingthe enfiry

2I8 CONSENT ORDER * ?

DocumentlT Case2;09-cv-00075-RHW

F i l e d06/12/2009

I
a

partnerof Northwestshallalsofumish a writtenreport this Order,thegeneral

all describing assets. '1. of and All persons entitieshavingcontrol,custodyor possession any 3 and to 4 a$sets propertyofNorthwestareherebyditected tum suchassets property or 5 overto the Receiver. 6
F,

8.

to shallpromptlygivenoticeof its appointment all TheReceiver

partner(s) managers, companies, officers,directors, management known general , of creditors, debtors, limited paf,tners and agentscmployees, , shareholders,

I

to the deems necessary advisable effectuate or as 9 Northwest, theReceiver debt, All and owing anyobligation, l 0 operation thereceivership. persons entities of II inkrest to Northwestshall,until fufiher with respect a partnership to or distribution with in by 1 2 ordered this Court,pay all suchobligations accordance thetermsthereof shallhavethe same forceand l 3 to the Receiver its rece for suchpayments and ipt 1 4 effect as if Northwesthad receivedsuchpayments. 15 9. bank TheReceiveris herebyauthorized opansuchReceiveds to to l 6 accorurtsat bankingor otherfrnancialinstihrtion$, extendcrediton behalfof , as and to t 7 Northwest, utilize SBA personnel, to employsuchotherpersonnel it may ofthe receivership including,but not necessary effectuate operation to the 1 8 deern and consultants appraisers, is further and accountant$, 1 9 limitedto, attomeys,

z0

in fundsto comFensflte personnel such such authorized expend to receivership

in shalldeemreasonable light of the and 2 1 amouDts uponsuchlermsasthe Receiver is and 22 usualfeesandbilling ptactices procedures suchpersonnel.TheReceiver of
LJ .A

prior to the disbursement ofreceivership to not required obtainCourtapproval that to employed the Receiver for Expenses the by or fundsfor payments personnel

of to and 2 5 Receiver advantageous the orderlyadministration operation the deems SBA for travel is to 2 6 receivership. addition,the Receiver autlrorized reimburse In of in and $ 2 l expenseincunedby SBA personnel tlre establishment administration the

2 8 CONSENT ORDER * 3

17 C a s e2:09-cv-00075-RHW Document

Filed06/12/2009

I z

TheReceiver may,without furtherordetof this Court,transfer, receivership. of in dispose any claimor asset the ordinarycourse of compromiseor otherwise , 10. pastand/orpresent general partners, managersr Northwest's

3 businessotherthanreal estate. , 4 attomeys, shareholders, agents, companies, cere,directors, offi 5 management limited partnersandany debtors,creditors,managers, 6 employees, accountants, peflsons eirtities(includingwithout limitstion,Northwest's or 7 otherappropriate I I with doingbusiness consems financialinstitutions and portfolio of smallbusiness portfolio of srnallbusiness concems) shallanswer and/orNorthwest's Northwest of regarding business said tlre produce any documents requiredby the Receiver as

which the Receivermay put to thcm and l 0 underoath to the Receiverall questions ll l 2 limited pa*nership, or any other matter relevantto the opetationor adrninistratioror l 3 of the receivership the collectionof flrndsdueto Northwest.In theeventthat
1t l^l

it to of deems necessary requirethe appearance the aforemsntiofled the Receiver

in request(s) accordance or the l 5 persons entities, Receivershallmakeits discovery Rulesof Civil Prccedure. l 6 with the Federal 11. of Thepartiesto any andall civil legalproceedings anynature, proceedings, proceedings, arbitration 1 8 including,but not limitedto, banlauptcy of or 1 9 foreclosure defaultproceedings, otheractions anynatureinvolving actions, of 2 0 the Reoeivo for Northwest,Northwest or any assets Northwest,including wherever and the located, excluding instant 2 l subsidiaries partnershipsi and general partners, , 22 proceedingor involvingany of Northwcst'spastor pre$ent
LJ

companies, officers, directors,agents,or limited partners managersmanagcment ' third-padyplaintif{ third-party capacitywhethersuedasplaintiff, defendant, ,

2 4 suedfor, or in connectionwith, any action takcn by them while actingin such 2 6 defendant,or otherwise,are enjoinedfrom commencingor continuingany such
an

* 2 8 CONSENTORDER4

Case 2:09-cv-00075-RHW Document 17

Filed 06i12/2009

I
,L

legalproceeding from taking anyactionin connection or with any suchproceeding or any suchasset. 12. All civil legalprocecdings any nature, of includingbut not limited to

3

4 bankruptcy proceedings, proceedings, arbitration foreclosure actions, default 5 proceedings, otheractionof any natureinvolvingthe Receiver Noflhwest, or for 6 Northwest anyas$ets Northwest,includingsubsidiaries partnerships, or of and 7 wherever located, excludingthe instantproceeding, anyofNorthwest'spast and or I I general partners, or present managers: management companies, ofhcers,directors, Bgentsor limited partner$ , suedfor, or in connection with, anyactiontakenby plaintiff, third-partydefendant, oLherwise, stayed their entirety, or are in andall

l 0 themwhile actingin suchcapacity, whetherasplaintifl defendant, third-party ll 1 2 Courts havinganyjurisdictionthereofareenjoined from takingor permifiingany 1 3 actionuntil furthcrOrderof this Court. 14 13. As to a cause actionaccrued accruing favor of Northwest of or in l 5 againsa third person parfy,any applicable t or statute limitationis tolled as of l 6 authorized law duringthe periodin which the injunctionagainst by the 1 7 commencement legalproceedings paragraph above, in effectasto that of in 8, is I t t cause action. of l9 14. general partners, Northwest andits pastand/orpresent mrmagers, 2 0 management companies, directors, officers,limitedpartners, agents, employees or ? l otherpersons entititrs 0r actingin concert participating or therewitharehereby 22 prohibitedandenjoined from eitherdirectlyor indirectlytakinganyactions or ? 3 causing suchactionto be takenwhich would (a) dissipate assets any the and/or 2 4 propeftyof Northwest the detriment Northwest of the Receiver to of or apirointed 2 5 in this cause, including,but not limited to, deslruction corporakrecords, (b) or of 2 6 v i o l a t e SmallBusiness the Investment of I958,asamended, U.S,C, El= Act 561 15
J1

2 8 CONSENT ORDER* 5

C a s e2:09-cv-00075-RHW Document 17

Filed06/12/2009

I
.1

promulgated ("Regulations"), C,F.R.$107.1 thereunder, 13 EE$,or the regulations

ELss4.
15, TheReceiver authorized borrow,if necessary, behalfof is to on

3

4 Northwestfrom the SBA, up to $1,000,000 anygiventime andis authorized , at to 5 cause Norlhwest issue to Receive/sCertificates Indebtedness theprincipal of in 6 amounts the sumsborrowed. which certificates bearinterest or about10 will at of pcr 7 pcrcent annumandwill havea maturitydateno laterthan l8 months afterthe I I dateof issue.$aid Receiver's Certificat$ Indebtedness havepriodty over shall of all otherdebtsandobligations Norttrwest, of excluding administrative expenses of without Iimitationany claimsof general limitedparnrers Northwest. or of 16. This Courtdetermines adjudicates Northwest violatedthe and that has

I O theReceivership, whethcrcurrcntlycxistingor hereinafter incurred, including II 12

t 3 Act andthe Regulations allegedin the Complaint as filed against Northwest the in

r 4 instantaction,andthat SBA is entitledto the relief requested its complaint. in
15 t7 18 l9 20
IT IS SO OR-DERED.The District CourtExecutive directed enterthis is to DATED this l2'n dayof June,2009. S/ Roberl H. Whaley

1 6 Orderandforwardcopies counsel, to

chi"FS,BiE*tE#,;Hf"l3Jr"o*
Vennfe Partnersbonsent.ord.wpd QtClViLU009V'1W

2r
22
.!-J

25 26 ?7 2 8 CONSENT ORDER* 6