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

Filing 77

STIPULATION AND ORDER regarding third-party offers to purchase re parties' 76 Stipulation, by Judge Ricardo S. Martinez. (SWT)

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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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v.

No. C17-1115 RSM
STIPULATION AND ORDER
REGARDING THIRD-PARTY OFFERS
TO PURCHASE

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

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AMTAX HOLDINGS 260, LLC, et al.,
Counter-Plaintiffs,

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v.

SENIOR HOUSING ASSISTANCE
20 GROUP, et al.,
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Counter-Defendants.

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STIPULATION AND ORDER REGARDING
THIRD-PARTY OFFERS TO PURCHASE

Perkins Coie LLP

1201 Third Avenue, Suite 4900
Seattle, WA 98101-3099
Phone: [phone]
Fax: [phone]

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Plaintiff and Counter-Defendant Senior Housing Assistance Group; Defendants

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AMTAX/Protech AMTAX Holdings 260, LLC, Protech Holdings W, LLC, AMTAX Holdings

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259, LLC, AMTAX Holdings 261, LLC, AMTAX Holdings 258, LLC, AMTAX Holdings 257,

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LLC, AMTAX Holdings 164, LLC, Protech 2002-A, LLC, AMTAX Holdings 109, LLC, and

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Protech 2001-B, LLC; and Third Party Defendants Senior Housing Assistance Corporation, Steel

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Lake Enterprises, LLC, Lakewood Meadows Enterprises, LLC, Lynnwood Retirement Living,

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LLC, and Woodlands Associates, LLC (collectively the “Parties”), by and through their counsel

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of record, stipulate and agree as follows:

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WHEREAS, Reliant Group Management, LLC (“Reliant”) and Redwood Housing
Partners, LLC (“RHP”) are not parties to this action;

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WHEREAS, the Parties seek to deem admissible at trial the facts and documents
described herein;

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WHEREAS, the Parties agree not to call as a witness at trial any person associated with
Reliant or RHP, except as a rebuttal witness;

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THEREFORE, subject to the approval of the Court, the Parties hereby stipulate and agree

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that the following facts represent the testimony of witnesses from Reliant and RHP and the

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referenced documents (referenced by Bates number) are admissible for all purposes, including at

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trial:

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I.

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Facts Related to Reliant
1.

Sanjiv Kakar is the Senior Vice President of Acquisitions for Reliant. On January

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19, 2016, Mr. Kakar sent an unsolicited letter to Senior Housing Assistance Group (“SHAG”)

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(care of Mark Pulman) expressing Reliant’s interest in acquiring the Lakewood Meadows

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Apartments (“Lakewood Meadows”). A copy of that letter can be found at Bates Nos.

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SHAG00014671-80, and Reliant believed the contents of that letter to be accurate at the time the

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letter was drafted and transmitted. From February through March 2016, Evan Wilson, a broker

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STIPULATION REGARDING THIRD- PARTY
OFFERS TO PURCHASE

(No. 2:17-cv-01115-RSM) – 2

Perkins Coie LLP

1201 Third Avenue, Suite 4900
Seattle, WA 98101-3099
Phone: [phone]
Fax: [phone]

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at Park Lane Realty Partners representing Reliant, and Mr. Kakar contacted Mr. Woolford on a

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number of occasions to follow up on its inquiry regarding Lakewood Meadows.

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2.

On May 18, 2016, Mr. Woolford sent an email to Mr. Wilson explaining that

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SHAG might be interested in selling three properties that it owned in partnership with an

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investor limited partner. On June 16, 2016, Mr. Kakar met Mr. Woolford over lunch in Seattle,

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Washington. During this meeting, Mr. Kakar explained Reliant’s interests and discussed with

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Mr. Woolford the properties that SHAG might be interested in selling.

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3.

Between June and September 2016, Mr. Kakar and Mr. Wilson exchanged several

emails with Mr. Woolford in an effort to make progress on a deal to purchase one or more of the
properties Mr. Kakar had discussed with Mr. Woolford.
4.

On October 12, 2016, Mr. Woolford sent Mr. Kakar an email asking what

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information Reliant would need in order to evaluate possible offers on the Boardwalk

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Apartments (“Boardwalk”) and the WoodRose Apartments (“WoodRose”). Throughout October

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2016, Mr. Woolford and Maurice Sharpe, a SHAG employee, provided Mr. Kakar with

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information about Boardwalk and WoodRose at Mr. Kakar’s request.

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5.

On November 5, 2016, on behalf of Reliant, Mr. Kakar emailed Mr. Woolford

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Letters of Intent, both signed by Mr. Kakar, to purchase Boardwalk and WoodRose, along with

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documents describing Reliant’s available financial resources. Copies of Mr. Kakar’s November

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5, 2016 email and its attachments can be found at Bates Nos. SHAG00015103-42. Reliant

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believed that the contents of Mr. Kakar’s November 5, 2016 email and its attachments were

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accurate at the time Reliant drafted and transmitted them. Reliant had no motivations in drafting,

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executing, and transmitting its Boardwalk and WoodRose Letters of Intent other than the

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motivations expressed in those Letters of Intent.

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6.

On November 9, 2016, after receiving additional information from Mr. Sharpe,

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Mr. Kakar emailed Mr. Woolford Letters of Intent, both signed by Mr. Kakar on behalf of

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Reliant, to purchase two other properties: the Meridian Court Apartments (“Meridian Court”)
STIPULATION REGARDING THIRD- PARTY
OFFERS TO PURCHASE

(No. 2:17-cv-01115-RSM) – 3

Perkins Coie LLP

1201 Third Avenue, Suite 4900
Seattle, WA 98101-3099
Phone: [phone]
Fax: [phone]

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and Auburn Court Apartments (“Auburn Court”). Copies of Mr. Kakar’s November 9, 2016

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email and its attachments can be found at Bates Nos. SHAG00015192-231. Reliant believed that

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the contents Mr. Kakar’s November 9, 2016 email and its attachments were accurate at the time

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Reliant drafted and transmitted them. Reliant had no motivations in drafting, executing, and

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transmitting its Meridian Court and Auburn Court Letters of Intent other than the motivations

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expressed in those Letters of Intent.

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7.

On November 12, 2016, Mr. Kakar met Mr. Woolford for lunch. Mr. Kakar

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recalls that, during this meeting, Mr. Woolford explained that SHAG’s limited partner was

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frustrating SHAG’s ability to move forward on Reliant’s Letters of Intent.

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8.

From November 2016 through July 2017, Mr. Kakar and Mr. Wilson emailed Mr.

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Woolford to ask about the status of Reliant’s Letters of Intent and to ask whether SHAG had

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made any progress with its limited partner. Some of these communications can be found at

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Bates Nos. RELIANT000091-122.

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9.

Mr. Kakar does not recall Mr. Woolford or anyone from SHAG ever notifying

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Mr. Kakar that SHAG had attempted to exercise a right of first refusal with respect to Boardwalk

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or WoodRose. In addition, Mr. Kakar does not recall Mr. Woolford or anyone else from SHAG

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having notified Mr. Kakar that Reliant’s Letters of Intent to purchase Boardwalk and WoodRose

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were being used in connection with SHAG’s attempts to exercise a right of first refusal as to

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those properties.

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II.

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Facts Related to RHP
10.

Nick Boehm is a Director of RHP. On behalf of RHP, on December 10, 2015,

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Mr. Boehm sent an unsolicited email to Mr. Woolford attaching a Letter of Intent to acquire

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Lakewood Meadows. A copy of that December 10, 2015 email and its attachment can be found

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at Bates Nos. SHAG00014614-19. RHP believed that the contents of Mr. Boehm’s December

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10, 2015 email and its attachment were accurate at the time RHP drafted and transmitted them.

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STIPULATION REGARDING THIRD- PARTY
OFFERS TO PURCHASE

(No. 2:17-cv-01115-RSM) – 4

Perkins Coie LLP

1201 Third Avenue, Suite 4900
Seattle, WA 98101-3099
Phone: [phone]
Fax: [phone]

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11.

On December 11, 2015, Mr. Woolford responded to Mr. Boehm’s December 10,

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2015 email and its attachment in an email included as part of an email string that can be found at

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Bates Nos. SHAG00008859-75. Mr. Woolford stated, in part: “We are not currently considering

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selling, or re-capitalizing that property as we are still within the 15 year compliance period. We

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do have a property in Auburn Washington though that has met its 15 year compliance period. I

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can’t say what we plan to do, but if you want to consider a LOI, we will look at it.”

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12.

Mr. Boehm responded to Mr. Woolford later that same day. That correspondence

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is also included in the email string found at Bates Nos. SHAG00008859-75. Mr. Boehm wrote

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that he assumed Mr. Woolford was referring to the Auburn Court Apartments, and Mr. Boehm

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asked Mr. Woolford if he would share the “most recent audited financials for the property.”
13.

On December 14, 2015, Mr. Woolford responded with a communication also

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included in the email string found at Bates Nos. SHAG00008859-75. Mr. Woolford attached “a

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draft audit” for the Auburn North Associates Limited Partnership, a copy of which can be found

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at Bates Nos. SHAG00008862-75.

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14.

After reviewing the draft audit for the Auburn North Associates Limited

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Partnership, Mr. Boehm, on behalf of RHP, emailed Jay Woolford a Letter of Intent, signed by

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Mr. Boehm, on December 14, 2015 for Auburn Court. A copy of Mr. Boehm’s December 14,

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2015 email and its attachment can be found at Bates Nos. SHAG00014635-43. RHP believed

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that the contents of Mr. Boehm’s December 14, 2015 email and attachment were accurate at the

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time RHP drafted and transmitted them. RHP had no motivations in drafting, executing, and

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transmitting its Auburn Court Letter of Intent other than the motivations expressed in that Letter

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of Intent.

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15.

Between December 2015 and the end of February 2016, Mr. Boehm and one of

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his colleagues, Ryan Fuson, exchanged several emails and additional documents with Mr.

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Woolford and Star Moss, a SHAG employee, regarding Auburn Court. Those emails and

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STIPULATION REGARDING THIRD- PARTY
OFFERS TO PURCHASE

(No. 2:17-cv-01115-RSM) – 5

Perkins Coie LLP

1201 Third Avenue, Suite 4900
Seattle, WA 98101-3099
Phone: [phone]
Fax: [phone]

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attachments can be found at SHAG00014644-61, RHP0001-2, SHAG00014666-68,

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SHAG00014683-85, RHP0022-27, SHAG00014686-89.

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16.

Between January 2016 and January 2017, Mr. Boehm exchanged several emails

with Mr. Woolford. Those emails can be found at RHP0040-44.
17.

In discussions regarding the existence and possible availability of Auburn Court,

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neither Mr. Woolford nor anyone from SHAG notified Mr. Boehm that SHAG was the holder of

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a right of first refusal with respect to Auburn Court, or that SHAG was seeking to exercise that

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right of first refusal.

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RESPECTFULLY SUBMITTED this 8th day of October, 2018.

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Perkins Coie LLP

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By: /s/ Steven D. Merriman
David J. Burman, WSBA #10611
Steven D. Merriman, WSBA #44035
1201 Third Avenue, Suite 4900
Seattle, WA 98101-3099
Telephone: [phone]
Facsimile: 206.359.9000
Email: [e-mail]
[e-mail]

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Boies Schiller Flexner LLP

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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: 213 629 9022
Email: [e-mail]
[e-mail]

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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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STIPULATION REGARDING THIRD- PARTY
OFFERS TO PURCHASE

(No. 2:17-cv-01115-RSM) – 6

Perkins Coie LLP

1201 Third Avenue, Suite 4900
Seattle, WA 98101-3099
Phone: [phone]
Fax: [phone]

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Hillis Clark Martin & Peterson P.S.

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By: s/ Jake Ewart
Jake Ewart, WSBA #38655
Jessica C. Kerr, WSBA #49866
999 Third Avenue, Suite 4600
Seattle, WA 98104
Telephone: [phone]
Facsimile: 206.623.7789
Email: [e-mail]
[e-mail]

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Attorneys for Senior Housing Assistance Group
and Senior Housing Assistance Corporation

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Karr Tuttle Campbell

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By: /s/ Dennis H. Walters
Dennis H. Walters, WSBA #9444
701 Fifth Avenue, Suite 3300
Seattle, WA 98104
Telephone: [phone]
Facsimile: 203.682.7100
Email: [e-mail]

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Attorney for Steel Lake Enterprises, LLC;
Lakewood Meadows Enterprises, LLC;
Lynnwood Retirement Living, LLC; and
Woodlands Associates, LLC

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IT IS SO ORDERED this 12th day of October 2018.

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A

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RICARDO S. MARTINEZ
CHIEF UNITED STATES DISTRICT JUDGE

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STIPULATION REGARDING THIRD- PARTY
OFFERS TO PURCHASE

(No. 2:17-cv-01115-RSM) – 7

Perkins Coie LLP

1201 Third Avenue, Suite 4900
Seattle, WA 98101-3099
Phone: [phone]
Fax: [phone]