Senior Housing Assistance Group v. AMTAX Holdings 260, LLC et al

Filing 160

REVISED PRETRIAL ORDER signed by Judge Ricardo S. Martinez. (PM)

THE HONORABLE RICARDO S. MARTINEZ

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UNITED STATES DISTRICT COURT
WESTERN DISTRICT OF WASHINGTON
AT SEATTLE

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SENIOR HOUSING ASSISTANCE
GROUP,
Plaintiff,

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No. 2:17-cv-01115-RSM
REVISED PRETRIAL ORDER

v.
AMTAX HOLDINGS 260, LLC, et al.,

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Defendants.

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AMTAX HOLDINGS 260, LLC, et al.,

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Counter-Plaintiffs,
v.
SENIOR HOUSING ASSISTANCE
GROUP, et al.,
Counter-Defendants.

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Revised Pretrial Order (2:17-cv-01115-RSM) - 1

HILLIS CLARK MARTIN & PETERSON P.S.
999 Third Avenue, Suite 4600
Seattle, Washington 98104
Tel: [phone] Fax: [phone]

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I.

JURISDICTION

This Court has jurisdiction over this action pursuant to 28 U.S.C. § 1332. The matter
in controversy exceeds the sum of $75,000, exclusive of interest, attorneys’ fees, and costs,
and is between citizens of different States. This action seeks declaratory relief pursuant to

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Rule 57 of the Federal Rules of Civil Procedure and 28 U.S.C. §§ 2201 and 2202, which grant

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this Court authority to declare the rights and other legal relations surrounding questions of

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actual controversy that exist between plaintiffs and defendants.
II.

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CLAIMS AND DEFENSES1

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Plaintiff:

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At trial, Plaintiff Senior Housing Assistance Group (“SHAG”) seeks a declaratory

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judgment declaring as follows (unless otherwise defined, all capitalized terms have the

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meaning given them in the Complaint):
A.

SHAG’s Special ROFRs for Meridian Court, Auburn Court, Boardwalk, and

WoodRose were triggered; and
B.

SHAG has properly and effectively exercised its Special ROFRs for Meridian

Court, Auburn Court, Boardwalk, and WoodRose.

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The remaining parties have defined these claims and defenses to conform to the Court’s Order re: Motions for
Summary Judgment, Dkt. 142, as clarified by the Court’s Order Denying Defendants’ Motion for
Reconsideration, Dkt. 148. All parties reserve all rights with respect to the claims and defenses addressed in
those orders.

Revised Pretrial Order (2:17-cv-01115-RSM) - 2

HILLIS CLARK MARTIN & PETERSON P.S.
999 Third Avenue, Suite 4600
Seattle, Washington 98104
Tel: [phone] Fax: [phone]

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Defendants / Counter-Plaintiffs / Third-Party Plaintiffs:

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At trial, Defendants/Counter-Plaintiffs/Third Party Plaintiffs (the “Investor Limited

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Partners”)2 will ask the Court to find that SHAG is not entitled to the judicial declaration it
seeks because its contractual rights of first refusal for Meridian Court, Auburn Court,

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Boardwalk, and WoodRose cannot be exercised due to SHAG’s inability to establish the

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existence of bona fide and enforceable third-party offers to purchase the Projects that the

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Project Partnerships intended to accept. The Investor Limited Partners also intend to establish
the following affirmative defense set forth in their Answer to Complaint and Counterclaims,

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Dkt. 26:

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

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that SHAG’s claim is barred by the doctrine of unclean hands as a result of:
o SHAG’s efforts to hide the Global Indemnity Agreement from the Investor

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Limited Partners in connection with the attempted exercise of its rights of first

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refusal for Meridian Court, Auburn Court, Boardwalk, and WoodRose;3

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o SHAG’s efforts to solicit sham offers and “straw buyers” in order to self-trigger its

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rights of first refusal for Meridian Court, Auburn Court, Boardwalk, and

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WoodRose;

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o SHAG’s concealment and mischaracterization of its intentions regarding the

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disposition of the Projects in order to encourage third-party interest in possible

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sales that SHAG had no intention of consummating.

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The Investor Limited Partners are AMTAX Holdings 260, LLC, Protech Holdings W, LLC, AMTAX Holdings
259, LLC, AMTAX Holdings 261, LLC, AMTAX Holdings 258, LLC, AMTAX Holdings 257, LLC, AMTAX
Holdings 164, LLC, Protech 2002-A, LLC, AMTAX Holdings 109, LLC, and Protech 2001-B, LLC.
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As SHAG will argue in its trial brief, SHAG contends that the Court’s Order re: Motions for Summary
Judgment, Dkt. 142, precludes this argument with respect to the Global Indemnity Agreement.

Revised Pretrial Order (2:17-cv-01115-RSM) - 3

HILLIS CLARK MARTIN & PETERSON P.S.
999 Third Avenue, Suite 4600
Seattle, Washington 98104
Tel: [phone] Fax: [phone]

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On their remaining counterclaim, the Investor Limited Partners seek a declaratory
judgment declaring that SHAG’s ROFR for Meridian Court, Auburn Court, Boardwalk, and
WoodRose under Section 7.4.L of the Partnership Agreements have not been triggered.
III.

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ADMITTED FACTS

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The following facts are admitted by the Parties:

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The Meridian Court Project

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1.

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The Meridian Court Apartments Project (“Meridian Court”) is a 200-unit

affordable retirement community located in Federal Way, Washington, serving exclusively

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low- and moderate-income elderly and disabled persons with household incomes at or below

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60% of the area median gross income.

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2.

The owner of Meridian Court is the Meridian Court Apartments Limited

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Partnership, a Washington limited partnership.
3.

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Meridian Court Apartments Limited Partnership.

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4.

5.

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6.

A true and correct copy of the Meridian Court Apartments Limited Partnership

Second Amended and Restated Agreement of Limited Partnership Dated as of November 12,
2002 has been marked as Trial Exhibit 3.
7.

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Protech Holdings W, LLC (“Protech Holdings W”) is the Special Limited

Partner of the Meridian Court Apartments Limited Partnership.

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AMTAX Holdings 260, LLC is the Investor Limited Partner of the Meridian

Court Apartments Limited Partnership.

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Steel Lake Enterprises, LLC (“Steel Lake”) is the General Partner of the

The 15-year compliance period for Meridian Court expired on December 31,

2012.
Revised Pretrial Order (2:17-cv-01115-RSM) - 4

HILLIS CLARK MARTIN & PETERSON P.S.
999 Third Avenue, Suite 4600
Seattle, Washington 98104
Tel: [phone] Fax: [phone]

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The Auburn Court Project

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affordable retirement community located in the City of Auburn, Washington, serving
exclusively low- and moderate-income elderly and disabled persons with household incomes
at or below 60% of the King County area median gross income.

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9.

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SHAG is the General Partner of the Auburn North Associates Limited

Partnership.

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The owner of Auburn Court is Auburn North Associates Limited Partnership, a

Washington limited partnership.

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The Auburn Court Apartments Project (“Auburn Court”) is a 296-unit

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AMTAX Holdings 259, LLC is the Investor Limited Partner of the Auburn

North Associates Limited Partnership.

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12.

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Associates Limited Partnership.

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13.

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A true and correct copy of the Auburn North Associates Limited Partnership

Third Amended and Restated Agreement of Limited Partnership Dated as of November 12,
2002 has been marked as Trial Exhibit 1.
14.

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Protech Holdings W is the Special Limited Partner of the Auburn North

The 15-year compliance period for Auburn Court expired on December 31,

2013.
The Boardwalk Project
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The Boardwalk Apartments Project (“Boardwalk”) is a 284-unit affordable

retirement community located in the City of Olympia, Washington, serving exclusively low-

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and moderate-income elderly and disabled persons with household incomes at or below 60%

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of the Thurston County area median gross income.
Revised Pretrial Order (2:17-cv-01115-RSM) - 5

HILLIS CLARK MARTIN & PETERSON P.S.
999 Third Avenue, Suite 4600
Seattle, Washington 98104
Tel: [phone] Fax: [phone]

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16.

The owner of Boardwalk is Capitol Way Associates Limited Partnership, a

Washington limited partnership.
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Senior Housing Assistance Corporation (“SHAC”) is the General Partner of

the Capitol Way Associates Limited Partnership.
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AMTAX Holdings 261, LLC is the Investor Limited Partner of the Capitol

Way Associates Limited Partnership.
19.

Protech Holdings W is the Special Limited Partner of the Capitol Way

Associates Limited Partnership.
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A true and correct copy of the Capitol Way Associates Limited Partnership

Third Amended and Restated Agreement of Limited Partnership Dated as of November 12,
2002 has been marked as Trial Exhibit 2.

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21.

The 15-year compliance period for Boardwalk expired on December 31, 2014.

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The WoodRose Project

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22.

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WoodRose is a 197-unit affordable retirement community located in the City

of Bellingham, Washington, serving exclusively low-income elderly persons with household
incomes at or below 60% of the Whatcom County area median gross income.
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The owner of WoodRose is Racine Street Associates Limited Partnership, a

Washington limited partnership.
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SHAC is the General Partner of the Racine Street Associates Limited

Partnership.
25.

AMTAX Holdings 258, LLC is the Investor Limited Partner of the Racine

Street Associates Limited Partnership.

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Revised Pretrial Order (2:17-cv-01115-RSM) - 6

HILLIS CLARK MARTIN & PETERSON P.S.
999 Third Avenue, Suite 4600
Seattle, Washington 98104
Tel: [phone] Fax: [phone]

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Protech Holdings W is the Special Limited Partner of the Racine Street

Associates Limited Partnership.
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A true and correct copy of the Racine Street Associates Limited Partnership

Second Amended and Restated Agreement of Limited Partnership Dated as of November 12,
2002 has been marked as Trial Exhibit 4.
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The 15-year compliance period for WoodRose expired on December 31, 2015.

Other Facts
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All facts set forth in the Stipulation at Dkt. 77.
IV.

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ISSUES OF LAW

The remaining issues of law are set forth in the Court’s Order re: Motions for
Summary Judgment, Dkt. 142, and the Court’s Order Denying Defendants’ Motion for

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Reconsideration, Dkt. 148.
V.

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EXPERT WITNESSES

VI.

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OTHER WITNESSES

None.

The Parties’ witness lists are included below. By identifying these witnesses, the
Parties are neither conceding the admissibility of their testimony nor waiving their rights to

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seek to exclude or limit the testimony of any witness.
An asterisk (*) denotes a witness for whom one or more parties may designate
deposition testimony. No deposition designations will be made for a witness who will be
called by any party to present live testimony.

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Revised Pretrial Order (2:17-cv-01115-RSM) - 7

HILLIS CLARK MARTIN & PETERSON P.S.
999 Third Avenue, Suite 4600
Seattle, Washington 98104
Tel: [phone] Fax: [phone]

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SHAG
The following witnesses will be called by SHAG to testify at trial:
Name
Jay Woolford

Address
c/o Jake Ewart
Hillis Clark Martin & Peterson
999 Third Avenue, Suite 4600
Seattle, WA 98101
[phone]

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Subject Matter
Mr. Woolford is expected to testify
about the existence and exercise of
SHAG’s Special ROFRs and thirdparty offers to purchase the LIHTC
projects at issue and related
communications, decisions, and
interactions. In addition, and only to the
extent these topics relate to the issues
remaining for trial, Mr. Woolford is
expected to testify about the LIHTC
program; SHAG’s organizational
background, affiliates, and mission; the
roles of SHAG, SHAC, and the SHAG
Community Life Foundation in LIHTC
projects, including the LIHTC projects
at issue; the operation and decisionmaking of the LIHTC projects and
partnerships at issue; other contracts
relevant to SHAG’s remaining claims;
and other matters relevant to SHAG’s
remaining claims.

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Revised Pretrial Order (2:17-cv-01115-RSM) - 8

HILLIS CLARK MARTIN & PETERSON P.S.
999 Third Avenue, Suite 4600
Seattle, Washington 98104
Tel: [phone] Fax: [phone]

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Name
Bryan Park

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Address
c/o Dennis H. Walters
Karr Tuttle Campbell
701 Fifth Avenue, Suite 3300
Seattle, WA 98104
[phone]

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The following are possible witnesses only that may be called by SHAG to testify at

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Subject Matter
Mr. Park is expected to testify about the
existence and exercise of SHAG’s
Special ROFRs and third-party offers to
purchase the LIHTC projects at issue
and related communications, decisions,
and interactions. In addition, and only
to the extent these topics relate to the
issues remaining for trial, Mr. Park is
expected to testify about the LIHTC
program; the drafting, negotiation, and
execution of the limited partnership
agreements at issue and other
agreements relevant to SHAG’s claims;
the history of the project partnerships
and entities at issue; general corporate
and financial matters relating to the
limited partnerships and LIHTC
projects at issue and SHAG’s claims;
tax information relating to the limited
partnerships and LIHTC projects at
issue; the operation of the limited
partnerships and LIHTC projects at
issue; relationships between SHAG,
SHAC, Defendants, third-party
defendants, and other entities; other
matters relevant to SHAG’s remaining
claims.

trial:
Name
Address
Stephen H. Smith* c/o Richard Mount
Witherspoon Kelley
422 W. Riverside Avenue
Suite 1100
Spokane, WA 99201-0300
[phone]

Subject Matter
Mr. Smith may testify about offers
made by SSRE Development, LLC to
purchase LIHTC projects at issue in
this action, and his relationships with
persons or entities involved in this
action.

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Revised Pretrial Order (2:17-cv-01115-RSM) - 9

HILLIS CLARK MARTIN & PETERSON P.S.
999 Third Avenue, Suite 4600
Seattle, Washington 98104
Tel: [phone] Fax: [phone]

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Name
Representative
from Reliant
Group
Management, LLC

Address
c/o Sanjeet Ganjam
Shartsis Friese LLP
One Maritime Plaza
Eighteenth Floor
San Francisco, CA 94111
[phone]

Representative
from Redwood
Housing Partners,
LLC

c/o Chuck Rullman
Corr Downs PLLC
100 W. Harrison St.
Ste. N440
Seattle, WA 98119
[phone]

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Records Custodian
for Defendants
Records Custodian
for Third-Party
Defendants

Subject Matter
A representative from Reliant Group
Management, LLC would be called
only as a rebuttal witness as
contemplated by the stipulation at
Dkt. 77. The representative would be
expected to testify about Reliant’s
interest in and efforts to purchase
LIHTC properties at issue in this
action.
A representative from Redwood
Housing Partners, LLC would be called
only as a rebuttal witness as
contemplated by the stipulation at
Dkt. 77. The representative would be
expected to testify about RHP’s interest
in and efforts to purchase LIHTC
properties at issue in this action.
A records custodian may be called if
necessary to authenticate documents.
A records custodian may be called if
necessary to authenticate documents.

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Revised Pretrial Order (2:17-cv-01115-RSM) - 10

HILLIS CLARK MARTIN & PETERSON P.S.
999 Third Avenue, Suite 4600
Seattle, Washington 98104
Tel: [phone] Fax: [phone]

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Investor Limited Partners

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The following witnesses will be called by the Investor Limited Partners to testify at
trial:
Name
Ryan Trane

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Address
c/o Christopher Caldwell
Boies Schiller Flexner LLP
725 South Figueroa Street
31st Floor
Los Angeles, CA 90017
[phone]

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Subject Matter
Mr. Trane is expected to testify about
the low-income housing tax credit
(“LIHTC”) program; the Investor
Limited Partners’ organizational
structure and role in the LIHTC
industry; the limited partnerships at
issue in this litigation (the “Project
Partnerships”); SHAG’s efforts to selftrigger and unilaterally exercise its
rights of first refusal under Section
7.4.L of the partnership agreements for
Meridian Court, Auburn Court,
Boardwalk, and WoodRose; SHAG’s
efforts to hide the existence of the
Global Indemnity Agreement from the
Investor Limited Partners; and other
matters relevant to SHAG’s claim and
the Investor Limited Partners’ unclean
hands affirmative defense and
remaining counterclaim.

The following are possible witnesses only who may be called by the Investor Limited
Partners to testify at trial:
Name
Bryan Park

Address
c/o Dennis H. Walters
Karr Tuttle Campbell
701 Fifth Avenue, Suite 3300
Seattle, WA 98104
[phone]

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Revised Pretrial Order (2:17-cv-01115-RSM) - 11

Subject Matter
Mr. Park may be called to testify about
SHAG’s efforts to self-trigger and
unilaterally exercise its rights of first
refusal under Section 7.4.L of the
Partnership Agreements for Meridian
Court, Auburn Court, Boardwalk, and
WoodRose; SHAG’s efforts to hide the
existence of the Global Indemnity
Agreement; ; SHAG’s efforts to solicit
sham offers and “straw buyers” in
order to self-trigger its rights of first
HILLIS CLARK MARTIN & PETERSON P.S.
999 Third Avenue, Suite 4600
Seattle, Washington 98104
Tel: [phone] Fax: [phone]

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Name

Address

John “Jay” Woolford

c/o Jake Ewart
Hillis Clark Martin & Peterson
999 Third Avenue, Suite 4600
Seattle, WA 98101
[phone]

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Stephen Smith*

c/o Richard Mount
Witherspoon Kelley
422 W. Riverside Avenue
Suite 1100
Spokane, WA 99201-0300
[phone]

Revised Pretrial Order (2:17-cv-01115-RSM) - 12

Subject Matter
refusal; SHAG’s concealment and
mischaracterization of its intentions
regarding the disposition of the Projects
in order to encourage third-party
interest in possible sales that SHAG had
no intention of consummating; SHAG’s
false statements to third parties that the
Investor Limited Partners were
frustrating SHAG’s ability to sell the
Projects; and other matters relevant to
SHAG’s claim and the Investor Limited
Partners’ unclean hands affirmative
defense and remaining counterclaim.
Mr. Woolford may be called to testify
about SHAG’s efforts to self-trigger
and unilaterally exercise its right of first
refusal under Section 7.4.L of the
Partnership Agreements for Meridian
Court, Auburn Court, Boardwalk, and
WoodRose; SHAG’s efforts to hide the
existence of the Global Indemnity
Agreement; SHAG’s efforts to solicit
sham offers and “straw buyers” in
order to self-trigger its rights of first
refusal; SHAG’s concealment and
mischaracterization of its intentions
regarding the disposition of the Projects
in order to encourage third-party
interest in possible sales that SHAG had
no intention of consummating; SHAG’s
false statements to third parties that the
Investor Limited Partners were
frustrating SHAG’s ability to sell the
Projects; and other matters relevant to
SHAG’s claim and the Investor Limited
Partners’ affirmative defense and
remaining counterclaim.
Mr. Smith may be called to testify
regarding his relationship with Bryan
Park and SHAG; SHAG’s efforts to
solicit sham offers and “straw buyers”
in order to self-trigger and unilaterally
exercise its ROFR under Section 7.4.L
HILLIS CLARK MARTIN & PETERSON P.S.
999 Third Avenue, Suite 4600
Seattle, Washington 98104
Tel: [phone] Fax: [phone]

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Name

Address

Representative from
Reliant Group
Management, LLC

c/o Sanjeet Ganjam
Shartsis Friese LLP
One Maritime Plaza
Eighteenth Floor
San Francisco, CA 94111
[phone]

Representative from
Redwood Housing
Partners, LLC

c/o Chuck Rullman
Corr Downs PLLC
100 W. Harrison Street
Suite N440
Seattle, WA 98119
[phone]

Records Custodian
for the Limited
Partners

c/o Christopher Caldwell
Boies Schiller Flexner LLP
725 South Figueroa Street
31st Floor
Los Angeles, CA 90017
[phone]

Records Custodian
for SHAG

c/o Jake Ewart
Hillis Clark Martin & Peterson
999 Third Avenue, Suite 4600
Seattle, WA 98101
[phone]

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Subject Matter
of the Partnership Agreements for
Meridian Court and Auburn Court; and
other matters relevant to SHAG’s claim
and the Investor Limited Partners’
affirmative defense and remaining
counterclaim.
A representative from Reliant Group
Management, LLC would be called
only as a rebuttal witness as
contemplated by the stipulation at
Dkt. 77. The representative would be
expected to testify about SHAG’s
efforts to self-trigger and unilaterally
exercise its ROFR under Section 7.4.L
of the Partnership Agreements for the
Project Partnerships that own the
Boardwalk Apartments, the WoodRose
Apartments, the Meridian Court
Apartments, and the Auburn Court
Apartments.
A representative from Redwood
Housing Partners, LLC would be called
only as a rebuttal witness as
contemplated by the stipulation at
Dkt. 77. The representative would be
expected to testify about SHAG’s
efforts to self-trigger and unilaterally
exercise its ROFR under Section 7.4.L
of the Partnership Agreements for the
Project Partnership that owns the
Auburn Court Apartments.
A record custodian may be called if
necessary to authenticate documents.

A record custodian may be called if
necessary to authenticate documents.

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Revised Pretrial Order (2:17-cv-01115-RSM) - 13

HILLIS CLARK MARTIN & PETERSON P.S.
999 Third Avenue, Suite 4600
Seattle, Washington 98104
Tel: [phone] Fax: [phone]

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Name
Records Custodian
for Third Party
Defendants

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Address
c/o Dennis H. Walters
Karr Tuttle Campbell
701 Fifth Avenue, Suite 3300
Seattle, WA 98104
[phone]

Subject Matter
A record custodian may be called if
necessary to authenticate documents.

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VII.

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The Parties have reduced the trial exhibit list they filed on February 20, 2019
(Dkt. 143-1) by hundreds of exhibits, and are continuing to meet and confer in an effort to
further reduce the number of trial exhibits and resolve remaining objections. The Parties will
file an exhibit list on February 27, 2019, when the hard copies of the exhibits will be lodged
with the Court.

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EXHIBITS

VIII. ACTION BY THE COURT
(a)

This case is scheduled for trial without a jury on March 4, 2019 at 9:00 a.m.

(b)

Trial briefs, proposed findings of fact and conclusions of law, deposition

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designations (if any), a revised trial exhibit list, and hard copies of trial exhibits shall be

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submitted to the Court on or before February 27, 2019.

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This order has been approved by the Parties as evidenced by the signatures of their
counsel. This order shall control the subsequent course of the action unless modified by a

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subsequent order. This order shall not be amended except by order of the Court pursuant to

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an agreement of the Parties or to prevent manifest injustice.

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DATED this 5 day of March 2019.

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A

RICARDO S. MARTINEZ
CHIEF UNITED STATES DISTRICT JUDGE
Revised Pretrial Order (2:17-cv-01115-RSM) - 14

HILLIS CLARK MARTIN & PETERSON P.S.
999 Third Avenue, Suite 4600
Seattle, Washington 98104
Tel: [phone] Fax: [phone]

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FORM APPROVED:

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HILLIS CLARK MARTIN & PETERSON P.S.

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By

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s/Jake Ewart
Laurie Lootens Chyz, WSBA #14297
Jake Ewart, WSBA #38655
Jessica C. Kerr, WSBA #49866
999 Third Avenue, Suite 4600
Seattle, WA 98104
Tel: [phone]; Fax: [phone]
E-mail: [e-mail]
[e-mail]
[e-mail]
Attorneys for Senior Housing Assistance Group and
Senior Housing Assistance Corporation

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PERKINS COIE LLP
By: s/Steven D. Merriman
David J. Burman, WSBA #10611
Steven D. Merriman, WSBA #44035
Mallory Gitt Webster, WSBA #50025
1201 Third Avenue, Suite 4900
Seattle, WA 98101-3099
Telephone: [phone]
Facsimile: [phone]
Email: [e-mail]
[e-mail]
[e-mail]

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BOIES SCHILLER FLEXNER LLP
Christopher Caldwell, admitted pro hac vice
Eric Pettit, admitted pro hac vice
725 S Figueroa Street, 31st Floor
Los Angeles, CA 90017
Telephone: [phone]
Facsimile: [phone]
Email: [e-mail]
[e-mail]
Attorneys for AMTAX/Protech AMTAX Holdings 260, LLC,
Protech Holdings W, LLC, AMTAX Holdings 259, LLC,
AMTAX Holdings 261, LLC, AMTAX Holdings 258, LLC,
AMTAX Holdings 257, LLC, AMTAX Holdings 164, LLC,
Protech 2002-A, LLC, AMTAX Holdings 109, LLC, and
Protech 2001-B, LLC

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Revised Pretrial Order (2:17-cv-01115-RSM) - 15

HILLIS CLARK MARTIN & PETERSON P.S.
999 Third Avenue, Suite 4600
Seattle, Washington 98104
Tel: [phone] Fax: [phone]