Natl Jockey Club v. Ganassi, et al

Filing 306

MOTION by Defendants Floyd Chip Ganassi, Chip Ganassi Group, L.L.C., for judgment Rule 50(a) motion for judgment as a matter of law (Lewis, Keely)

IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION

NAT¡ONAL JOCKEY CLUB, an Illinois

corporation,
v.

Plaintiff,
Case No. 04 C 3743 Hon. Judge Manning

FLOYD "CHIP" GANASSI and GANASSI GROUP, LLC, a limited liability

company,

Defendants.
FLOYD "CHIP" GASSI AN GAASSI GROUP, LLC'S
RULE 50 (a) MOTION FOR JUGMNT AS A MATTER OF LAW

Defendants, FLOYD "CHIP" GANASSI and GANASSI GROUP, LLC

(''Defendants'' )

hereby move this Honorable Court to enter

Judgment as a Matter of Law in their favor pursuant to Fed. R.

Civ. P. 50 (a) as to Count I of Plaintiff's Complaint. In
support of this motion, Defendants state as follows:

I . INTRODUCTION
Plaintiff asserts only one claim in this matter: Breach of
Guaranty against Chip Ganassi.
Plaintiff's Complaint, Count I.

J1.ç:gment as a matter of law is appropriate where "the court
finds that a reasonable jury would not have a legally sufficient
evidentiary basis to find. for the party on that issue." Fed. R.

Civ. Pro. SO(a).

In this case, Defendants are entitled to

ji.iclgment as a matter of law as to Count I of Plaintiff's
Còtnplaint for the following reasons:

1

(1) The uncontroverted evidence establishes that NJC

wrongfully terminated the Lease, of which Mr.
Ganassi's personal guaranty was part and parcel;
(2 )

NJC failed to establish any evidence
underlying obligation of Mr.
guaranty is due and owing;

that the

Ganassi's personal

(3) The uncontroverted evidence establishes that Mr.

Ganassi satisfied his obligations under his
personal guaranty; and

(4) The uncontroverted evidence establishes that the 8th Amendment. to the Construction Loan Agreement

Agreements Act.

does not comply with the Illinois Credi t
II. THE LAW OF GUARTIES

Guaranty contracts are to be strictly construed in favor of

the guarantor.
1023, 1028 (2nd Dist. 2008); Lincoln

See, e. g., Roth v. Dillavou, 359 IlL. App. 3d

Park Fed. Savings and Loan

v. Carrane, 192 ¡II.App.3d 188, 191 (1st Dist. 1989);
Trust & Sav. Bank v. Stephans, 97 III.App.3d 683, 689 (1st
1981) .
The guarantor's undertaking pursuant to the guaranty must
be strictly construed, and his or her liability cannot be varied

or extended beyond the. precise terms of the guaranty.

McLean

COl.nty Bank v. Brokaw, 119 IIl.2d 405, 412 (IlL. Sup. Ct. 1988);

Emi:ick v. First Nat'l Bank of Jonesboro, 324 III.App.3d 1109,
1114 (5th Dist. 2001); Lincoln Park, 192 III.App.3d at 191.

The guarantor is to be accorded the benefit of any doubt
may arise fromthé contract language. A.D.E. Inc. v. Louis

2

Joliet Bank and Trust Co., 742 F.2d 395, 396 (7th Cir. 1984)

(Judge Posner acknowledging that this is "well-established
Illinois law"); McLean County Bank, 119 IIl.2d at 412; Cohen v.

tal Illinois Nat. Bank & Trust Co. of Chicago, 248

. 3 d 188, 192 ( 1 st Di st. 1993).
The law provides that the guarantor of a lease cannot be
held liable, without his consent, for any of the obligations of
incurred beyond the term of the lease.

T. C. T. Bldg.

,.

v. Tandy Corp., 323 III.App.3d 114, 118-19 (1st Dist. McHenry Sta te Bank v. Y & A Trucking, Inc. , 117

III.App.3d 629, 633 (2nd Dist. 1983); Kagan v. Gillett, 269
11.1.App. 311 (1st Dist. 1933); Irving Tanning Co. v. Am. Classic,

¡nc., 736 F.Supp. 161, 163 (N.D. IlL. 1990); Essex Int'l, Inc.
Clamage, 440 F. 2d 547, 550 (7th Cir. 1971); Cincinna ti Ins.
v. Leighton, 403 F.3d 879, 886 (7th Cir. 2005); Brzozowski v.

Trust Co., 248 Ill.App.3d 95, 101 (1st Dist. 1993).
The law further provides that no liability may be imposed

guarantor unless and until the principal debtor has
defaul ted on its obligation.

Hensler v. Busey Bank, 231

IIl.App.3d 920, 927 (4th Dist. 1992); Peirce v. Conant, 47
294, 305 (1st Dist. 1964); McHenry State Bank v. Y & A

Inc., 117 ill.App.3d at 633; Irving Tanning Co. v. Am.
Inc., 736 F.Supp. at 163; Essex Int'l, Inc. v. Clamage,

3

440 F.2d at 550; Brzozowski v. Northern Trust Co., 248
III.App.3d at 101.

Based on the evidence in this case, which must be construed

of the foregoing legal principles, no reasonable jury

have a legally sufficient evidentiary basis to find for
iff on its claim of breach of guaranty.

III. ARGUMNT

DEFENDANTS AR ENTITLED TO JUGMNT AS A MATTER OF LAW WHERE NJC WRONGFULY TERMINATED THE LEAE, OF WHICH THE GUARTY WAS PART.A PARCEL.

At the direction of Patricia Bidwill, NJC's attorney
the Lease between NJC and CMS on October 16, 2002.
iff's Exhibit 203 - 10/16/02 Letter from NJC's counsel
terminating lease; Trial Transcript of P. Bidwill, p. 1094, Ins.

11..14 (Exhibi t A) .
By its very terms, the Guaranty is part and parcel to the

The Guaranty states:
For value received, and as consideration and inducement for National Jockey Club to enter

Chicago Motor Speedway, L. L. C. , of which
this Personal Guaranty is a part, the
undersigned,

into the above and foregoing Lease with

Pennsylvania, does hereby personally

Mr. Chip Ganassi of Pittsburgh,

guaranty repayment of fifty (50%) percent of funds borrowed to make Landlord Improvements as set forth in Section 8 (a) of the above

and foregoing Lease, but limited to a
maximum personal guaranty of $22,500,000.
iff's Exhibit 28 - Lease and Guaranty.

4

Moreover, Charles Bidwill, President of NJC, confirmed in

his trial testimony that the Guaranty was part of the Lease.

Mr: Bidwill stated:
Q. And as the president of National Jockey Club, you

understood that the personal guaranty was
expressly part of the lease, did you not?

A. Yes.

Transcript of C. Bidwill, p. 297, Ins. 7 - 14 (Exhibi t B) .
***
Q. Chip's Guaranty was given to NJC as part of the

lease, right?

A. Yes.
p. 308, Ins. 8~10 (Exhibit C).

the Lease nor the Guaranty attached thereto has any

Survival clause or language that would extend the Guaranty
provision beyond termination of the Lease.
28 - Lease and Guaranty.

See Plaintiff's

Mr. Bidwill admits that the

does not state that it is continuing:

Q. There is no language in Chip's Guaranty, Exhibit
28, that it isa continuing guaranty, is there?
Not that I remember, no.

Transcript of C. Bidwill, p. 302, Ins. 8-10 (Exhibit D).

***
There is no language in Mr. Ganassi' s guaranty

that indicates that the guaranty is of a
continuing nature, is there?

(objection)
5

A. I do not see continuing.
Id.at pp. 303-304 , Ins. 25 - 6 (Exhibit E) .

***
There's no other - certainly continuing, there is

no language that is a continuing guaranty, but there's no other similar words as continuing in
his guaranty.

A. No.
at p. 304, Ins. 16-19 (Exhibit F).

r, there has been no evidence submitted that Chip
in any way agreed to an extension of the Guaranty beyond
termination of the Lease.

Notably,

the 8th Amendment to the Construction Loan

Agreement ("sth Amendment") is of no assistance to Plaintiff.
The th Amendment was

executed before the Lease was terminated.

Thus, termination of the Lease terminated the Guaranty, whether
it

was amended or not.

Furthermorei the sth Amendment amended

the Construction Loan Agreement, not the Lease.

Ms. Patricia Bidwill is the only NJC witness that has

fied

regarding

the

circumstances

surrounding

NJC's

ion of the Lease. Ms. Bidwill admitted that at the time

's termination of the Lease, CMS owed no "rent" - i.e.

or interest payments on the Construction Loan. Ms.
I testified as follows:
Q. Okay. And at

the time the lease was terminated, the bank had agreed to the Silverman plan?
6

A. Yes.
Q. And the bank

had agreed that there would not be a principal payment due for some time to come?

I don't

was due.

come. " remember exactly when our first principal payment
They

know the definition of "some time to gave us someflexibili ty. I don't

Q. All right. It certainly wasn't due on the date
of the lease termination?

A. Right, correct. Q. And the interest was also paid up on the date of
the termination?

A. Yes.

Transcript of P. Bidwill, pp. 1097-1098, Ins. 23 11
(Exbibi t G).

In fact, at the time of termination, the Ganassi side had

substantially more rent than the NJC side.

Ms. Bidwill

. testified:

Q. So wouldn't you agree ma' am, that at the time the
lease was terminated, that the Ganassi side had paid a considerable, a lot more rent than the NJC

side?

A. They had paid more rent in terms of principal and
interest, yes, at that time, yes.

A lot more?

A. A lot more, yes.
Trial Transcript of P. Bidwill, p. 1097, Ins. 2-8 (Exhibit H).

7

Notably, at the time of termination the bank had not even
called the note on the Construction Loan.

Ms. Bidwill further

testified:
Q. At this juncture had Harris Bank called the loan
for National

Jockey Club?

A. No.

Transcript of P. Bi.dwill, p. 1083, Ins. 1-3 (Exhibi t I).
II similarly testified as follows:

Q. Do you recall the bank ever sending National
Jockey Club a

notice of default?

A. No.

Transcript of C. Bidwill, p. 428, Ins. 4 - 6 (Exhibit J).
is because the principal and interest payments to the bank

current. Thus, CMS was not in default on its rent payments

time of termination and NJC was not entitled to
unilaterally terminate the Lease.

When NJC wrongfuiiyte.rminated the Lease , it terminated all

of the Lease that were not subj ect to a survival
clause.
The Guaranty, which was part of the Lease, was not
to a survival clause.

Accordingly, when the Lease was

so too was the Guaranty.

Furthermore, the law provides that the guarantor of a
, Chip Ganassi, cannot be held liable, without his consent,

any of the obligations of the lessee, CMS, incurred beyond

term of the lease.

See Section II, supra.
8

NJC terminated

the lease with the lessee, CMS.

There is no evidence in the

record that Mr. Ganassi agreed at any time that the Guaranty
would extend beyond termination of that Lease.

Consèquently, Defendants are entitled to judgment as a
matter of law on Plaintiff's breach of guaranty claim.

B.DEFENDANTS AR ENTI'lLED TO JUGMNT AS A MATTER OF LAW WHERE PLAINTIFF HAS FAILED TO PROVE THAT CMS OWES ANY
AMOUNT OF RENT UNER THE LEASE.
The law provides that no liability may be imposed upon Chip
the Guarantor,

unless and until the principal debtor,
See Section II, supra.

has defaulted on its obligation.

y, to collect on the Guaranty, NJC must prove that CMS

"rent" under the Lease - i. e. a principal and/or interest
on the Construction Loan.

The only evidencesubmi tted is that Mr. Ganassi has paid a

of over $28 million dollars, $18.5 million of which is
debt payment.

There is no evidence in the record

what, if any, renLis currently due under the Lease, much
evidence as to whether the amount is less than, equals

the $10.5 million that NJC contends is remaining on
Ganassi's Guaranty.

As demonstrated above, at the time NJC terminated the
, CMS owed no principal or interest payments (rent) under

se. Despite that fact, NJC terminated the Lease with
only additionàl evidence submitted is that NJC sold
9

th~ track, that NJC continued to operate its horse racing
business for four years after it terminated the Lease with CMS,

that NJC is now in bankruptcy, and that Mr. Duchossois now owns
So what further obligation is there under the Lease,

the note? There is simply no evidence in the record
shing any further obligation.

Ex Parte Kaschak is persuasive authority in this case. Ex
PêJrte Kaschak, 681 So. 2d 197 (Sup. Ct. Ala. 1996).

In Ex Parte

KåSchak, the court held that termination of a commercial lease also

terminated the liability of the guarantor for unpaid rent. The

court noted that courts will look to the terms of the guaranty
agreement to determine if

something in the language obligates the

gua.rantor beyond the termination of the lease between the

principals.

Where a guaranty agreement is unconditional, the

liabili ty of the guarantor will not exceed the liability of the
principal debtor. Id. In order to be entitled to enforce the
ob1.igation of the contract of guaranty, the creditor must show that
the guaranteed debt or

obligation is due.

Id.

If for any reason

is not bound to make payment to the creditor, then the

may not hold the guarantor liable. Id. A guarantor is
only in the event

and to the extent that the principal is

Id. A lessor can recover on an unconditional guaranty of

lease only by proving a claim against the lessee on the

10

underlying lease agreement.

Id.; see also Brywood Ltd. Partners,

.P. v. H.T.G., Inc., 866 S.W.2d 903 (Mo. App. 1993).

There is no evidence that there was or is any "rent"
Currently due and owing by CMS under the Lease for which Mr.
Gànàssi could be responsible as guarantor of CMS's obligations.
without evidence of an underlying obligation, Mr. Ganassi cannot

be required to pay on the Guaranty and is entitled to judgment

asá matter of law.
C. DEFENDANTS AR ENTI'lLED TO JUGMNT AS A MATTER OF LAW WHERE CHIP GAASSI SATISFIED HIS OBLIGATION UNER THE

GUARTY.
Pursuant to the express terms of the Guaranty, Mr. Ganassi

sponsible for a maximum of $22.5 million.

The Guaranty

For value received, and as consideration and inducement for National Jockey Club to enter

Chicago Motor Speedway, L. L. C. , of which
this Personai Guaranty is a part, the
undersigned, Mr.

into the above and foregoing Lease with

Chip Ganassi of Pittsburgh,

guaranty repayment of fifty

Pennsyl vania, does hereby personally ( 50%) percent of

funds borrowed to make Landlord Improvements as set forth in Section 8 (a) of the above

and foregoing Lease, but limited to a
maximum personal guaranty of $22,500,000.
, s Exhibit 28 - Lease and Guaranty.
It is undisputed

in this case that Mr. Ganassi has paid
See

$28 million.

Defendants' Exhibit 221B - CMS Partner

11

Fundings Through June 30, 2002.

Further, Mr. Kras, NJC's Chief

Financial Officer, testified as follows:

Q. Looking at Exhibit 221B, that is your accounting department's tracking of what Mr. Ganassi had
paid into this proj ect, is it not?

This is what we credi ted
contributions for, yes.

Ganassi

Group's

Q. All right. It's clear that you agree today that
the total contribution was 28 million - 28 and a half million dollars?

A. Yes.
Q.

And all of those payments, as far as you were

concerned when you made this,

legitimate, and there wasn't any
about that amount of money, was there?

controversy

were all

A. This was not prepared by me, but I relied on it
and I believe it's factual and truthful.

Transcript of J. Kras, p. 988, Ins. 8-20 (Exhibit K).

There is no evidence that these monies did not originate
from the pocket of Chip Ganassi.
Mr. Ganassi testified that
money, though it may have passed through the Ganassi Group,

i ty, originated with and was caused to be paid by him
ly. Mr. Ganassi stated:

Q. And when money was requested of Group, the money
came from its members, correct?

A. All the money that came, when Charlie would call money .
me and say he, we need money,! sent him

And

member of CMS?

that

money

came

from Group,

which
Yes.

was

a

It

came from wherever I had money.
12

Trial Transcript of C. Ganassi, p. 1165, Ins. 15-21 (Exhibit L).

No evidence has been submitted to refute this contention.
In fact, NJC's witnesses claim either that Mr. Ganassi paid the

.mpney, that they understood Mr. Ganassi and Ganassi Group, LLC
and the same, or that they simply did not in fact know

of funds being submitted from the Ganassi side.
NJC's President, Mr. Bidwill, testified as follows:

Q. Sorry. Here' swhat happened. If CMS didn't have enough money, you had a good relationship with
Chip Ganassi, did you not?

A. Yes, sir.
Q. And you would call him from time to time and say:
Hey, Chip, we're short; can you send some money?

A. Yes, sir.
Q. And he did that by and large, didn't he?

A. Yes, sir.
Transcript of C. Bidwill, pp. 343-344, Ins. 19 2
t M) .

***
And so you called Chip Ganassi and asked him for money, did you Aot?

I'm sure a request was made to Mr. Ganassi or

Ganassi Group, yes.
Well, you told us yesterday that you spoke to
Chip to get that money, did you not?

A. I'm sure I spoke to him.

13

Q. And somebody on behalf of Mr. Ganassi sent that
money, didn't they?
A. Yes, sir, I

believe so.

Q. And you as you sit here today don't know the
source of that funds, do you?

A. No, sir.
Q. You don't know the source of any of the funds
that Mr. GanaBsi sent in, do you?

A. You mean from - I don't know what you mean by

that.

Q. All right. You don't know out of what accounts the moneys came from. You never saw the check

come in?

A. No, sir.
pp.470-471, Ins. 11 - 4 (Exhibit N) .

Mr. Kras, NJC's Chief Financial Officer, testified as
follows:
Q.

Okay.

So i~total you'd agree that Chip Ganassi

funded $ 18, 750 i 000 of loan payments would you not?
I would agree that either Mr. Ganassi or Ganassi
Group funded

that amount, yes.

I'm sorry, what did you say?

A. Ei ther Mr. Ganassi or Ganassi Group funded that
$18 million, yes.

Q. But you know that it was Chip Ganassi, don't you?

A. I would believe it's one and the same, but I
don't know the nature of all the transactions.

Transcript of J. Kras, p. 994, Ins. 2-11 (Exhibit 0).
14

The evidence in this case has established that Mr. Ganassi

has paid well more than the maximum $22.5 million required of
him under the Guaranty. Consequently, Mr. Ganassi satisfied

his
Where the evidence establishes

obligation under the Guaranty.

Mr. Ganassi has satisfied any obligation that he had or has

the Guaranty, Plaintiff has failed to establish that Mr.

Ganassi breached the Guaranty
iff's claim for

a necessary element to
As such, Defendants

breach of guaranty.

it

led to a j udgfuentas a matter of

law .

DEFENDANTS AR ENTITLED TO JUGMNT AS A MATTER OF LAW
WHERE THE 8TH AMNDMENT DOES NOT COMPLY WITH THE ILLINOIS CREDIT AGREEMNTS ACT.

In this case, NJC sued Chip Ganassi for breach of a
gi.aranty that was "part of" the Lease between NJC and CMS. See

Plaintiff' s Complaint,~ 33.
Mr. Ganassi is premised

To the extent NJC's claim against

on the 8th Amendment to the Construction

Loan Agreement ("8th Amendment"), which Defendants adamantly
is improper, the Illinois Credit Agreements Act (" ICAA")
s claim.

Under the ICAA, a "credit agreement" is defined as "an
or commitment by a creditor to lend money or extend
or delay or forbear repayment of money not primarily for

family or household purposes, and not in connection
the issuance of credit cards." 815 ILCS 160/1 (West 2009).
requirement or the ICAA provides:
15

(aJ debtor may not maintain an action on or in any way

related to a credit agreement unless the credit
agreement is in writing, expresses an agreement or
commi tment to lend money or extend creditor delay or forbear repayment of money, sets forth the relevant
terms and conditions, and is signed

and debtor.
160/2 (emphasis added).
The "ICAA is a broad

by the creditor

statute that will be applied the way

written, even though the results of that application may

times seem harsh." Help at Home, Inc. v. Med. Capital, LLC,

.3d 748, 755 (7th cir. 2001) (citations omitted).
form of the statute of frauds.

Courts

consistently held that "(t J he ICAA' s writing requirement is

In particular, it
Id.

s the signatures of both parties; the signature of only
one party renders the agreement unenforceable."

(citing

ution Trust Corp. v. Thompson, 989 F.2d 942, 944 (7th Cir.
McAloon v. Northwest Bancorp., Inc., 274 IlL. App. 3d 758

.1995)).
guaranty

contract
Bank One,

is

one

of

several

documents

ituting a credit agreement and cannot be considered

Springfield v.

Roscetti,

309

3d 1048, 1058 (4th Dist. 2000).

For example, in Bank

court found a guaranty, together with a note and other

consti tuted the comprehensive credit agreement at
Id. The court held that the guarantor's defenses and

16

counterclaims

violated

the

ICAA's

prohibi tion

of

oral

modifications to credit agreements. Id. at 1059.

In this case, NJC's only claim against Chip Ganassi pivots

on its contention that the Guarantor's Consent to the 8th
Amendment amends Mr. Ganassi' s Guaranty, a position which
Defendants have repeatedly argued is untenable for numerous
reasons. One reason is

that NJC's argument is prohibited as a

matter of law where neither NJC nor the bank or its syndicates
signed the Guarantor's Consent to the 8th Amendment as required
ICAA.

the ICAA, NJC is the debtor to the 8th Amendment,
is a credit agreement.

815 ILCS 160/1 (West 2009).

The

expressly prohibits NJC from maintaining actions on or in

way related to such a credit agreement unless the credit
agreement is signed by the creditor and debtor. 815 ILCS 160/2

(West 2 0 0 9) .

The Guarantor's Consent to the 8th Amendment

contains only Chip Ganassi' s signature. See Defendants' Exhibit

8th Amendment. Nei ther Harris Bank, nor any of the

banks,

nor NJC signed the Guarantor's Consent.

, the ICAA bars any and all claims in any way related
credi t agreement - i. e. the 8th Amendment - because the

Harris Bank and syndicates, as well as the debtor,
failed to sign the Guarantor's Consent to the 8th Amendment.

17

Consequently, Defendants are entitled to judgment as a
matter of law on Plaintiff's breach of guaranty claim.

WHEREFORE, Defendants, FLOYD "CHIP" GANASSI and GANASSI
GROUP, LLC, respectfully request this Honorable Court to enter
udgment as a matter of law in their favor and against Plaintiff
as

to Count I of Plaintiff's Complaint.

Respectfully submitted,

"CHIP" GAASSI AN GAASSI GROUP, LLC
Defendants, FLOYD

One of the

By: / s Keely Lewis

Wise

Attorneys for

Decemer 11, 2009
Brian W. Bell, #160431 Kéely Lewis Wise, #6280469 Alfred K. Murray II, #6297264

SWASON, MATIN & BELL, LLP
330 Chicago,

North Wabash Avenue - Suite 3300

Illinois 60611 . [phone]

18

IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION

NATIONAL JOCKEY CLUB, an Illinois corporation,

Plaintiff,
FLOYD "CHIP" GANASSI and CHIP GANASSI GROUP, L.L.C., a Limi ted liability company,

No. 04 C 3743 Judge Manning

Magistrate Judge Nolan

Defendants.
EXHIBIT A
TO

FLOYD "CHIP" GAASSI AN GAASSI GROUP, LLC' S
RULE 50 (a) MOTION FOR JUGMNT AS A MATTER OF LAW

P Bidwill - cross by Bell

1094

1 Q. Let me restate the questi on. 2 A. I'm sorry.
3 Q. It's not a problem. i'm happy to repeat it.
4

when the negoti ati ons wi th chi p stopped, you then

5 conti nued to combi ne wi th Hawthorn and al so to market the

6 property for sale, which it was eventually sold to Cicero?

7 A. The only thing I would add to that is at that time we also
8 were talking to a buyer for NJC without going into merging with

9 HRC. So there were still more options on the table that we were
10 tryi ng to sort through.

11 Q.
12
A. Q.

okay.
Yes.

But eventua 11 y you

termi nated the 1 ease?

13

And you caused your 1 awyers to do that?

14 A.
15
Q.

Yes.
And would you go to Exhibit No.

204,

pl ai nti ff' s

204.

Maybe

16 it's 203. sorry. i keep missing by one.

17

Thi sis the 1 etter that Mr. pranger sent termi nati ng the

18 1 ease, is it not?

19 A. Yes, it is.
20 Q. And you woul d have revi ewed that pri or to sendi ng it?

21 A. Yes, yes.
22 Q. And Mr. Pranger was then a lawyer with your present counsel's
23 fi rm?

24 A. Yes.
25 Q. And thi s 1 ette r sets out the reason for the te rmi nati on?

IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION

NATIONAL JOCKEY CLUB, an Illinois corporation,

Plaintiff,
FLOYD "CHIP" GANASSI and CHIP GANASSI GROUP, L.L.C., a Limi ted liability company,

No. 04 C 3743
Judge Manning

Magistrate Judge Nolan

Defendants.
EXHIBIT B
TO

FLOYD "CHIP" GANASSI AN GAASSI GROUP, LLC' S
RULE 50 (a) MOTION FOR JUGMNT AS A MATTER OF LAW

C. Bidwill - cross by Bell

297
1

A. Yes, sir.
Q. That's your signature there?

2

3
4

A. Yes, it is.
Q. And when you signed it, you signed it as the president
of National Jockey Club.

5
6 7
8

A. Yes, I did.
Q. And as the president of National Jockey Club, you
understood that the personal guaranty was expressly part of
the lease, did you not?

9

10
11 12

A. Yes.

Q. As a matter of fact, it not only says it's a part of the
lease, but it's, in fact, attached to the lease. It's in the

13
14

same document, is it not? Exhibit 28.

A. Yes.
Q. And when you signed as president of National Jockey
Club, what you understood was that if Chicago Motor Speedway,

15 16
17
18

the tenant, was unable to pay the rent, which we've talked about in paragraph 3, that in that instance National Jockey

19

Club could look to Mr. Ganassi for payments up to a maximum
of 22-5.

20
21

That's what your understanding was, was it not?

22 23
24

A. Yes, sir.
Q. All right. And so the payments that they could look to
included principal, it included interest, and related
construction charges, related loan charges, right?

25

IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION

NATIONAL JOCKEY CLUB, an Illinois corporation,

Plaintiff,
FLOYD "CHIP" GANASSI and CHIP GANASSI GROUP, L.L.C., a Limi ted liability company,

No. 04 C 3743
Judge Manning

Magistrate Judge Nolan

Defendants.
EXHIBIT C
TO

FLOYD "CHIP" GAASSI AN GAASSI GROUP, LLC' S
RULE 50 (a) MOTION FOR JUGMNT AS A MATTER OF LAW

C. Bidwill - cross by Bell

308
1

Q. But Chip's guaranty was with CMS and NJC in Exhibit 28,

2
3
4

right?
MS. BARAN: Obj ection. Assumes a fact not in
evidence, the guaranty being with CMS.

5
6

MR. BELL: I'LL withdraw the question.
THE COURT: Okay. It's

withdrawn.

7
8

BY MR. BELL:

9

Q. Chip's guaranty was given to NJC as part of the lease, right?
A. Yes.
Q. But the stock was held by the bank?

10
11 12 13
14

A. Yes.

Q. SO it was necessary to document the sale of the stock
because the bank didn't have a guaranty with Chip Ganassi,
did they?

15 16
17
18

MS. BARAN: Objection. Calls for a legal

conclusion and speculation.
THE COURT: It doesn't call for a legal conclusion.

19

It's a factual -- if he knows, he knows. If he doesn't, he

20 21
22

can so indicate.
THE WITNESS: I don't know that it did or didn't.
BY MR. BELL:

23
24

Q. You're not aware, as the president of NJC and the person
who has been directing this litigation, that Chip Ganassi had
any separate guaranty with the bank, are you?

25

IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION

NATIONAL JOCKEY CLUB, an Illinois corporation,

Plaintiff,
FLOYD "CHIP" GANASSI and CHIP GANASSI GROUP, L.L.C., a Limi ted liability company,

No. 04 C 3743 Judge Manning

Magistrate Judge Nolan

Defendants.
EXHIBIT D
TO

FLOYD "CHIP" GAASSI AN GAASSI GROUP, LLC i S
RULE 50 (a) MOTION FOR JUGMNT AS A MATTER OF LAW

C. Bidwill - cross by Bell

302
1

Q. Let's take a look at 166 A, paragraph 1. That says:
"This guaranty is a continuing, absolute, and unconditional

2 3
4

guaranty, and shall remain in full force and effect until
wri tten notice of its discontinuance shall be actually

5 6 7
8

received by the bank."

Right? It says that, does it not?

A. Yes, it does.
Q. There is no language in Chip's guaranty, Exhibit 28,
that it is a continuing guaranty, is there?

9

10
11

A. Not that I remember, no.
Q. All right. Nor is there any language that it's an
absolute and unconditional guaranty, is there?

12

13
14

A. Just looking again, but -Q. If you could sort of keep them side by side, that would

15

help us.

16
17

A. No, I don't see that. Q. Looking at paragraph 3 of 166, it says: "The liability
hereunder shall in no wise be affected or impaired by," and

18

19

bank is hereby authorized to make from time to time, "any
sale, pledge, surrender, compromi se, release, extension,

20 21
22

alteration, substitution."

There's no such language like that in Chip's
guaranty either, is there?

23
24

A. No, there is not.
Q. And then if we go on to like paragraph 7, on page 3, on

25

IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION

NATIONAL JOCKEY CLUB, an Illinois corporation,

Plaintiff,
FLOYD "CHIP" GANASSI and CHIP GANASSI GROUP, L.L.C., a Limi ted liability company,

No. 04 C 3743 Judge Manning

Magistrate Judge Nolan

Defendants.
EXHIBIT E
TO

FLOYD "CHIP" GAASSI AN GAASSI GROUP, LLC' S
RULE 50 (a) MOTION FOR JUGMNT AS A MATTER OF LAW

C. Bidwill - cross by Bell

303
1

Exhibit No. 166, it says: "The undersigned waives any and
all defenses~claims and discharges of the borrower or the
obligor pertaining to the indebtedness."

2 3
4

There's no paragraph like that in Chip's guaranty
either, is there?

5
6 7 8 9

A. No, sir.
Q. And then if you go to page 4, I think your lawyer
pointed out

this notice. It says: "Important notice to

guarantors. "
Do you see that on page 4?

10

11
12

A. Yes, sir.
Q. It says: "You are being

asked to guarantee this debt,"

13 14 15

et cetera, and: "You may have to pay the full --" there's
nothing like that in Chip's guaranty, is there?

A. No, sir.
Q. Chip's guaranty, unlike this guaranty, was limited to a
specific figure, that being 22-5, isn't that true?

16
17 18

A. Yes, sir.
Q. And Chip's guaranty was not a

19

continuing guaranty, was

20
21 22

it?
MS. BARAN: Objection. Calls for a legal

conclusion.
THE COURT: Rephrase, Counsel.
BY MR. BELL:

23
24

25

Q. There is no language in Mr. Ganassi' s guaranty that

C. Bidwill - cross by Bell

304
1

indicates that the guaranty is of a continuing nature, is

2 3
4

there?
MS. BARAN: Objection. Still calls for a legal

conclusion.
THE COURT: Overruled.
THE WITNESS: I do not see continuing.
BY MR. BELL:

5
6 7 8 9

Q. Nor any other language that would infer that it i S
continuing, is there?

10 11 12 13
14

MS. BARAN: Objection. Calls for a legal

conclusion.
THE COURT: I i m sorry. No other language that

what?

MR. BELL: Let me withdraw it, your Honor.
BY MR. BELL:

15

16
17
18

Q. There i s no other -- certainly continuing, there is no language that is a continuing guaranty, but there i s no other
similar words as continuing in his guaranty.

19

A. No.

20
21 22

Q. And you had the benefit of a lawyer on this guaranty and
lease, that

being Mr. Lalich?

A. Yes, sir.
Q. And as you mentioned, you were a seasoned businessman at
that time?

23
24 25

A. Yes, sir.

IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION

NATIONAL JOCKEY CLUB, an Illinois corporation,

Plaintiff,
FLOYD "CHIP" GANASSI and CHIP GANASSI GROUP, L.L.C., a Limi ted liability company,

No. 04 C 3743 Judge Manning

Magistrate Judge Nolan

Defendants.
EXHIBIT F
TO

FLOYD "CHIP" GAASSI AN GAASSI GROUP, LLC' S
RULE 50 (a) MOTION FOR JUGMNT AS A MATTER OF LAW

C. Bidwill - cross by Bell

304
1

indicates that the guaranty is of a continuing nature, is

2 3
4

there?
MS. BARAN: Obj ection. Still calls for a legal

conclusion.
THE COURT: Overruled.
THE WITNESS: I do not see continuing.
BY MR. BELL:

5
6 7 8 9

Q. Nor any other language that would infer that it's
continuing, is there?

10
11

MS. BARAN: Obj ection. Calls for a legal

conclusion.
THE COURT: I'm sorry. No other language that

12 13
14

what?

MR. BELL: Let me withdraw it, your Honor.
BY MR. BELL:

15 16
17 18

Q. There's no other -- certainly continuing, there is no
language that is a continuing guaranty, but there's no other
similar words as continuing in his guaranty.

19 20 21 22

A. No.

Q. And you. had the benefit of a lawyer on this guaranty and
lease, that being Mr. Lalich?

A. Yes, sir.
Q. And as you mentioned, you were a seasoned businessman at
that time?

23 24
25

A. Yes, sir.

IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION

NATIONAL JOCKEY CLUB, an Illinois corporation,

Plaintiff,
FLOYD "CHIP" GANASSI and CHIP GANASSI GROUP, L.L.C., a Limi ted liability company,

No. 04 C 3743 Judge Manning

Magistrate Judge Nolan

Defendants.
EXHIBIT G
TO

FLOYD "CHIP" GAASSI AN GAASSI GROUP, LLC' S
RULE 50 (a) MOTION FOR JUGMNT AS A MATTER OF LAW

P Bidwill - cross by Bell

1097

1 A. Yes.

2 Q. SO woul dn' t you agree, rna' am, that at the ti me the 1 ease was
3 terminated, that the Ganassi side had paid a considerable, a lot
4 more rent than the NJC si de?

5 A. They had paid more rent in terms of principal and interest,
6 yes, at the time, yes.

7 Q. A lot more?
8 A. A lot more, yes.
9 Q. Tens of -- well, more than $10 million more at the time of

10 termi nati on?
11 A. well, thi sis recappi ng debt, ri ght? It's not recappi ng

12 everythi ng that's i nsi de of rent.
13 Q. Ma' am --

14 A. So you're asking me about rent. I'm sorry.
15 Q. Yes. I'm not asking you about operational. I'm not asking
16 you about anyth i ng othe r than rent. . Fo r the moment, we're rea 11 y

17 talking about principal here.

18 Ganassi had pai d more than $10 mi 11 i on of rent more than
19 NJC had when the 1 ease was termi nated?
20 A. I can answer $10 million more in principal in principal.
21 But rent is a different thing. So yes, the numbers clearly show

22 here that.
23 Q. okay. And at the ti me that 1 ease was te rmi nated, the bank
24 had agreed to the silverman plan?

25 A. Yes.

P Bidwill - cross by Bell

1098

1 Q. And the bank had agreed that there would not be a principal
2 payment due for some ti me to come?
3 A. I don't know the defi ni ti on of "some ti me to come." They
4 gave us some fl exi bi 1 i ty . i don't remembe r exactly when ou r

5 fi rst principal payment was due.

6 Q. All right. It certainly wasn't due on the date of the lease
7 termi nati on?

8 A. Right, correct.
9 Q. And the interest was also paid up on the date of the
10 termi nati on?
11 A. Yes.
12 Q. okay. Ms. Bidwill, in the letters that we saw this morning,

13 and I'm certainly not going to rehash them, but referring to the
14 letters that you wrote to Mr. Ganassi during that period of time,

15 there was not a si ngl e menti on of a cl ai m that you were
16 threateni ng to make on chi p Ganassi 's guaranty, was there?

17 A. well, he mentioned

18 Q. Ma'am, I think my question was in your -19 A. In my 1 etter, in all the 1 etters that I just wrote to him?

20 Q. No.

21 A. Sorry, sorry.
22 Q. That's okay.

23 In the 1 etters that we revi ewed thi s morni ng, I thi nk
24 there were four or five of them talking about transactions and 25 deals and the way to restructure, there wasn't any comment by you

IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION

NATIONAL JOCKEY CLUB, an Illinois corporation,

Plaintiff,
FLOYD "CHIP" GANASSI and CHIP GANASSI GROUP, L.L.C., a Limi ted liability company,

No. 04 C 3743
Judge Manning

Magistrate Judge Nolan

Defendants.
EXHIBIT H
TO

FLOYD "CHIP" GAASSI AN GAASSI GROUP, LLC' S
RULE 50 (a) MOTION FOR JUGMNT AS A MATTER OF LAW

P Bidwill - cross by Bell

1097

1 A. Yes.
2 Q. SO wouldn't you agree, ma'am, that at the time the lease was
3 terminated, that the Ganassi side had paid a considerable, a lot
4 more rent than the NJC si de?

5 A. They had pai d more rent in terms of pri nci pal and interest,
6 yes, at the time, yes.

7 Q. A lot more?
8 A. A lot more, yes.
9 Q. Tens of -- well, more than $10 million more at the time of

10 termi nati on?
11 A. well, thi sis recappi ng debt, ri ght? It's not recappi ng

12 everything that's inside of rent.
13 Q. Ma'am--

14 A. So you're asking me about rent. I'm sorry. 15 Q. Yes. i'm not asking you about operational. i'm not asking
16 you about anythi ng othe r than rent. For the moment, we're rea 11 y

17 talking about principal here.

18 Ganassi had pai d more than $10 mi 11 i on of rent more than
19 NJC had when the 1 ease was termi nated?
20 A. I can answer $10 million more in principal in principal.
21 But rent is a di fferent thi ng. So yes, the numbe rs cl earl y show

22 here that. 23 Q. okay. And at the time that lease was terminated, the bank
24 had agreed to the silverman plan?

25 A. Yes.

IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION

NATIONAL JOCKEY CLUB, an Illinois corporation,

Plaintiff,
FLOYD "CHIP" GANASSI and CHIP GANASSI GROUP, L.L.C., a Limi ted liability company,

No. 04 C 3743 Judge Manning

Magistrate Judge Nolan

Defendants.
EXHIBIT I
TO

FLOYD "CHIP" GAASSI AN GAASSI GROUP, LLC' S
RULE 50 (a) MOTION FOR JUGMNT AS A MATTER OF LAW

1083
Bidwill - direct by Baran

1 Q. At this juncture, had Harris Bank called the loan for

2 National Jockey Club?

3 A. No.

4 MS. BARAN: Move to admit Plaintiff's Exhibit 103.

5 MR. BELL: No objection.
6 THE COURT: It will be received.
7 (Plaintiff's Exhibit 103 received in evidence.)

8 MS. BARAN: I could stand here for a couple minutes.
9 No, I'm just kidding. Just kidding.
10 BY MS. BARAN:
11 Q. Did you put any money into National Jockey Club?

12 A. Yes, I did.
13 Q. How much money did you put in?

14 A. Over half a million dollars.
15 Q. Are you one of the subordinated debtors?

16 A. Yes, I am.
17 Q. Why did you put money into National Jockey Club?

18 A. Because, you know, we had a strategy and a plan to try to
19 meet our obligations with the bank. You know, we had a company

20 that was 70 years in business, a lot of employees. So I
21 believed that the strategy that we came up with would allow us

22 to continue paying down this debt, but we could not part of
23 that strategy, in addition to selling the property, it required

24 additional equity. So I asked a lot of different family
25 members to put in that equity so that we would have enough

IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION

NATIONAL JOCKEY CLUB, an Illinois corporation,

Plaintiff,
FLOYD "CHIP" GANASSI and CHIP GANASSI GROUP, L.L.C., a Limi ted liability company,

No. 04 C 3743 Judge Manning

Magistrate Judge Nolan

Defendants.
EXHIBIT J
TO

FLOYD "CHIP" GAASSI AN GAASSI GROUP, LLC' S
RULE 50 (a) MOTION FOR JUGMNT AS A MATTER OF LAW

428
C. Bidwill - redirect by Baran

1 the third and the eighth amendments, whether National Jockey 2 Club was in default of the construction loan agreement?

3 A. Yes.
4 Q. Do you recall the bank ever sending National Jockey Club a

5 notice of default?

6 A. No.
7 Q. Rather than be in default, what did National Jockey Club --

8 MS. BARAN: Strike that.
9 BY MS. BARAN:

10 Q. Did National Jockey Club get waivers of its failures to
11 satisfy the financial covenants?

12 A. Yes, they did.
13 Q. And what in exchange did National Jockey Club give to the
14 bank to excuse or to waive their failure to comply with the

15 financial covenants?
16 A. Well, they increased our EBITDA requirements for the horse

17 racing events.
18 Q. What payments were made after the execution of the third

19 amendment?

20 A. To the bank?
21 Q. Yes. Immediately upon execution, what was required by the
22 bank, the third amendment?

23 A. Third amendment? Five and a half million dollars.
24 Q. And we've talked about what was also required to be paid

25 beyond the $12 million in exchange for the release of the

IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION

NATIONAL JOCKEY CLUB, an Illinois corporation,

Plaintiff,
FLOYD "CHIP" GANASSI and CHIP GANASSI GROUP, L.L.C., a Limi ted liability company,

No. 04 C 3743 Judge Manning

Magistrate Judge Nolan

Defendants.
EXHIBIT K
TO

FLOYD "CHIP" GAASSI AN GAASSI GROUP, LLC' S
RULE 50 (a) MOTION FOR JUGMNT AS A MATTER OF LAW

988
Kras - cross by Bell

1 Q. Look back all the way to page 2, the second page in.
2 You're looking for the document that's now up on the screen.

3 A. Okay. It's not okay. Yes, I have it.
4 MR. BELL: All right. Would you give us a little
5 wider shot of that, Eric, please?

6 (Brief pause.)
7 BY MR. BELL:
8 Q. Looking at Exhibit No. 221B, that is your accounting
9 department's tracking of what Mr. Ganassi had paid into this

10 project, is it not?
11 A. This is what we credited Ganassi Group's contributions for,

12 yes.
13 Q. All right. It's clear that you agree today that the total

14 contribution was 28 million -- 28 and a half million dollars?
15 A. Yes.
16 Q. And all of those payments, as far as you were concerned
17 when you made this, were all legitimate, and there wasn't any

18 controversy about that amount of money, was there?

19 A. This was not prepared by me, but I relied on it and I
20 believe it's factual and truthful.

21 Q. okay. Let's go to 21B, please. That would be, I think,
22 the third from the last, same date, October of 2002 shortly

23 before the lease was terminated.

24 A. October 9th?

25 Q. Yes, sir.

IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION

NATIONAL JOCKEY CLUB, an Illinois corporation,

Plaintiff,
FLOYD "CHIP" GANASSI and CHIP GANASSI GROUP, L.L.C., a Limi ted liability company,

No. 04 C 3743 Judge Manning

Magistrate Judge Nolan

Defendants.
EXHIBIT L
TO

FLOYD "CHIP" GAASSI AN GAASSI GROUP, LLC' S
RULE 50 (a) MOTION FOR JUGMNT AS A MATTER OF LAW

C. Ganassi - di rect by Baran

1165
1

BY MS. BARAN:

2 3

a. And the full title of the Race Team is?

A. Chip Ganassi Race Teams, Inc.
a. Now, you personal

4 5 6
7

1 y have income, correct?

A. In those days.
a. And Raci ng Teams al so had income in those days?

A. Yes.

8 9

a. And when the - - but Group i tsel f di d not have any bank
account or any income, correct?

10
11

A. Group di d not have any bank account, or checki ng
account, or employees, or anythi ng el se. I thi nk we've sai d
that ad nauseum.

12 13 14 15 16 17
18

a. Well, I'm hearing it from you, Chip.

A. Yes.
a. And when money was requested of Group, the money came
from its members, correct?
A . All the money that came, when Charl i e woul d call me and
say hey, we need money, I sent hi m money.

19

a. And that money came from Group, whi ch was a member of
CMS?

20
21

A. It came from wherever I had money. Yes.
a. Over ti me, Chi p Ganassi Group LLC added new members,

22 23

correct?

24
25

A. Late, 1 ater in the - - yes.
a. In 2000 it added your father, Floyd Ganassi?

IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION

NATIONAL JOCKEY CLUB, an Illinois corporation,

Plaintiff,
FLOYD "CHIP" GANASSI and CHIP GANASSI GROUP, L.L.C., a Limi ted liability company,

No. 04 C 3743 Judge Manning

Magistrate Judge Nolan

Defendants.
EXHIBIT M
TO

FLOYD "CHIP" GAASSI AN GAASSI GROUP, LLC' S
RULE 50 (a) MOTION FOR JUGMNT AS A MATTER OF LAW

C. Bidwill - cross by Bell

343
1

wouldn't you think that that would satisfy his guaranty?

2

MS. BARAN: Obj ection. Calls for a legal

3
4

conclusion.
THE COURT: It's speculative, too, so I'll sustain

5 6 7
8

the obj ection.

MR. BELL: Could I just be heard a second on that,
your Honor?

I'LL tell you what. I'll go ahead.
BY MR. BELL:

9

10
11 12 13
14

Q. In any event, Mr. Bidwill, you're not in any position to
contest the fact that Chip has paid, you know, close to $23

million in interest and principal in this matter, are you?
MS. BARAN: I'm going to obj ect to the form of the

question.
THE COURT: Overruled. He may answer if he can.
If he knows.

15

16
17 18

THE WITNESS: Say it again.
BY MR. BELL:

19 20
21 22

Q. Sorry. Here's what happened. If CMS didn't have enough
money, you had a good relationship with Chip Ganassi, did you

not?

A. Yes, sir.
Q. And you would call him from time to time and say: Hey,
Chip, we're short; can you send some money?

23
24

25

A. Yes, sir.

C. Bidwill - cross by Bell

344
1

Q. And he did that by and large, didn't he?

2 3
4

A. Yes, sir.
Q. And wouldn't you agree that if Chip Ganassi sent that
money at your request, and it included more than 23, almost
$24 million of principal and interest, wouldn't you agree as

5
6

president of NJC that that should count against and reduce
his guaranty?

7
8

MS. BARAN: Obj ection. Calls for legal conclusion.
I'd like to be heard.

9

10
11 12

THE COURT: I'm going to sustain the obj ection.
BY MR. BELL:

Q. Mr. Bidwill, there is a -- well, I'll come back to that.
And I missed something.

13
14

15

Mr. Bidwill, you're familiar with the subj ect of conversion costs?

16
17

A. Yes, sir.
Q. Conversion costs are those expenses that are incurred
moving the dirt on the track and off the track and things

18

19

like that. Right?

20
21 22

A. Yes, sir.
Q. And in this case, when you put that exhibit back
together, would you go to Exhibit No. 28. My question will

23
24

be
A. I'm sorry. Which exhibit?

25

Q. 28. It's the lease.

IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION

NATIONAL JOCKEY CLUB, an Illinois corporation,

Plaintiff,
FLOYD "CHIP" GANASSI and CHIP GANASSI GROUP, L.L.C., a Limi ted liability company,

No. 04 C 3743
Judge Manning

Magistrate Judge Nolan

Defendants.
EXHIBIT N
TO

FLOYD "CHIP" GAASSI AN GAASSI GROUP, LLC' S
RULE 50 (a) MOTION FOR JUGMNT AS A MATTER OF LAW

C Bi dwi 11 - recross

470

lover thi s exhi bi t thi s morni ng?

2 A. Yes.

3 Q. And what happened is chi cago -- well, the loan was -- or the
4 bank was unhappy, and they wanted $5 million, right, for

5 pri nci pal?
6 A. That's putting it shortly, yes. We were in default.
7 Q. You were in defaul t, and the bank wanted a $5 mi 11 i on cash

8 payment. And National Jockey club did not have all of that
9 money, di d it?
10 A. No.
11 Q. And so you called chip

Ganassi and asked him for money, did

12 you not?
13 A. I'm sure a request was made to Mr. Ganassi or Ganassi Group,

14 yes.
15 Q. well, you told us yesterday that you spoke to chip to get
16 that money, di d you not?

17 A. I'm sure I spoke to him.

18 Q. And somebody on behal f of Mr. Ganassi sent that money, di dn' t
19 they?

20 A. Yes, si r, I believe so.
21 Q. And you as you sit he re today don't know the sou rce of that
22 funds, do you?

23 A. NO, sir.
24 Q. You don't know the sou rce of any of the funds that
25 Mr. Ganassi sent in, do you?

C Bi dwi 11 - recross

471

1 A. You mean from -- I don't know what you mean by that.
2 Q . All ri ght. You don't know out of what accounts the moneys

3 came from. You never saw the check come in?

4 A. No, si r.
5 Q. What you we re happy wi th is that chi p kept sendi ng money?

6 MS. BARAN: obj ecti on, argumentati ve .

7 THE COURT: i'll sustain the objection. That was not a

8 questi on ei ther.

9 MR. BELL : All ri ght .
10 BY MR. BELL:

11 Q. In any event, Mr. Ganassi made good on his promise to pay
12 $2,750,000 into that principal payment, did he not?

13 A. Yes.

14 Q. And i thi nk thi s morni ng you testi fi ed that you thought that
15 was a loan from Mr. Ganassi?

16 A. Yes, i di d .
17 Q. is that loan reflected anywhere on Exhibit 221?

18 A. i'd have to look at 221, sir.
19 Q. well, let's look at 221.

20 A. where is that?
21 Q. i bel i eve that's defendants'.

22 A. Defendants', ri ght?
23 Q. Do you see Exhibit No. 221?

24 A. Yes, i do.
25 Q. And do you see any loans on that document?

IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION

NATIONAL JOCKEY CLUB, an Illinois corporation,

Plaintiff,
FLOYD "CHIP" GANASSI and CHIP GANASSI GROUP, L.L.C., a Limi ted liability company,

No. 04 C 3743 Judge Manning

Magistrate Judge Nolan

Defendants.
EXHIBIT 0
TO

FLOYD "CHIP" GAASSI AN GAASSI GROUP, LLC' S
RULE 50 (a) MOTION FOR JUGMNT AS A MATTER OF LAW

994
Kras - cross by Bell

1 A. Based on this document, yes.

2 Q. Okay. So in total you'd agree that Chip Ganassi funded
3 $18,750, 000 of loan payments, would you not?

4 A. I would agree that either Mr. Ganassi or Ganassi Group
5 funded that amount, yes.

6 Q. I'm sorry. What did you say?
7 A. Either Mr. Ganassi or Ganassi Group funded that
8 $18 million, yes.

9 Q. But you know that it was Chip Ganassi, don't you?
10 A. I would believe it's one and the same, but I don't know the
11 nature of all the transactions.

12 Q. Okay. Do you recall giving your deposition? I think you 13 came to my office three times?
14 A. I believe you've said that, yes, and I would concur.

15 Q. And do you recall being asked this question at page 156?
16 MS. BARAN: Of which one?

17 MR. BELL: That would be page -- or that would be
18 Volume 1.

19 MS. BARAN: Volume 1. Which date was that? Oh,
2 a here, I got it. Okay. I'm sorry. The page again?

21 MR. BELL: Page 156.
22 MS. BARAN: Do you have a line number?

23 MR. BELL: Yes, line 12.
24 BY MR. BELL:

25 Q. Do you recall being asked this question by myself: