Dixie Holdings filed a derivative lawsuit on behalf of Red Dice Holdings against Medical Marijuana, Inc. claiming breach of the Red Dice Operating Agreement. Medical Marijuana filed a petition to compel arbitration based on an arbitration clause in the Operating Agreement. Dixie opposed the petition, arguing the clause did not apply because the suit was derivative. Medical Marijuana replied that the suit was essentially between the two members, and so was subject to arbitration under the agreement. Medical Marijuana also provided context regarding the business disputes between the parties leading up to the litigation.
Pollard PLLC represents 7 real estate brokers and their new company KD Premier Realty against their former employer, Properties of the Villages. In the attached document, the Magistrate Judge has recommended that Plaintiff's Motion for Preliminary Injunction be denied. The case is pending in the United States District Court for the Middle District of Florida. The Firm can be reached at 954-332-2380.
Arbitration law update, Darren-Chaker, written by leading law firm, citing case law, statute and other legal resources about recent arbitration developments.
Pollard PLLC represents 7 real estate brokers and their new company KD Premier Realty against their former employer, Properties of the Villages. In the attached document, the Magistrate Judge has recommended that Plaintiff's Motion for Preliminary Injunction be denied. The case is pending in the United States District Court for the Middle District of Florida. The Firm can be reached at 954-332-2380.
Arbitration law update, Darren-Chaker, written by leading law firm, citing case law, statute and other legal resources about recent arbitration developments.
Charfauros bus415 wk4. Copyright 2013 Edward F. T. Charfauros. Reference, www...Edward F. T. Charfauros
Edward F. T. Charfauros, inspiring author, assists fellow students with their presentation for a successful grade. He also blogs upon his own inspiring blog, where you'll discover life changing stuff. Sign up for his blog by sending him an email~
Copyright 2013 Edward F. T. Charfauros. Reference, www.YourBlogorResume.net.
Federal diversity jurisdiction is conditioned on two requirements – the amount in controversy must exceed $75,000, and there must be “complete diversity,” meaning that no defendant may have the same “citizenship” as any plaintiff.
In this CT Corporation webinar, learn more about diversity jurisdiction with special guest Thomas E. Rutledge of Stoll Keenon Ogden PLLC. For more information, head to ct.wolterskluwer.com.
This presentation addresses the current status of the integral part exception to section 5 of the FAA. A circuit split has developed over the past fifteen years regarding whether the nonexistence of a previously chosen forum invalidates an agreement to arbitrate. Most recently this issue was raised in a December 2015 cert petition in Golden Living Center v. Wert. This presentation discusses the development of the exception and the ensuing circuit split.
Debunking the argument against the protection of Chapter 9 for the Puerto Rico Electric Power Authority. For over 200 years bankruptcy laws in the US have been applied retroactively. PREPA's Trust Agreement has always provided for a voluntary filing of a bankruptcy proceeding, since 1979, when PREPA wa authorized to file. Members of Congress and investors are creating an uproar about the possibility of a Chapter 9 proceeding. Why?
The Cost of Litigation: A Case Study, Business Law, Plymouth State University...Kevin O'Shea
In 2009, I presented to Professor Forgues’ Business Law Class at Plymouth State University addressing the high cost of business litigation and using Real Estate Bar Ass'n for Mass., Inc. v. Nat'l Real Estate Info. Servs. 642 F. Supp. 2d 58 (D. Mass. 2009) as a case study.
Charfauros bus415 wk4. Copyright 2013 Edward F. T. Charfauros. Reference, www...Edward F. T. Charfauros
Edward F. T. Charfauros, inspiring author, assists fellow students with their presentation for a successful grade. He also blogs upon his own inspiring blog, where you'll discover life changing stuff. Sign up for his blog by sending him an email~
Copyright 2013 Edward F. T. Charfauros. Reference, www.YourBlogorResume.net.
Federal diversity jurisdiction is conditioned on two requirements – the amount in controversy must exceed $75,000, and there must be “complete diversity,” meaning that no defendant may have the same “citizenship” as any plaintiff.
In this CT Corporation webinar, learn more about diversity jurisdiction with special guest Thomas E. Rutledge of Stoll Keenon Ogden PLLC. For more information, head to ct.wolterskluwer.com.
This presentation addresses the current status of the integral part exception to section 5 of the FAA. A circuit split has developed over the past fifteen years regarding whether the nonexistence of a previously chosen forum invalidates an agreement to arbitrate. Most recently this issue was raised in a December 2015 cert petition in Golden Living Center v. Wert. This presentation discusses the development of the exception and the ensuing circuit split.
Debunking the argument against the protection of Chapter 9 for the Puerto Rico Electric Power Authority. For over 200 years bankruptcy laws in the US have been applied retroactively. PREPA's Trust Agreement has always provided for a voluntary filing of a bankruptcy proceeding, since 1979, when PREPA wa authorized to file. Members of Congress and investors are creating an uproar about the possibility of a Chapter 9 proceeding. Why?
The Cost of Litigation: A Case Study, Business Law, Plymouth State University...Kevin O'Shea
In 2009, I presented to Professor Forgues’ Business Law Class at Plymouth State University addressing the high cost of business litigation and using Real Estate Bar Ass'n for Mass., Inc. v. Nat'l Real Estate Info. Servs. 642 F. Supp. 2d 58 (D. Mass. 2009) as a case study.
Alan Brochstein CFA of 420investor.com and Seekingalpha.com is known as the Cannabis Financial Analyst, but when I decided to vet his background I uncovered a very large gash to the tune of $800K during his time as Director of THE LYNN AND JOEL BROCHSTEIN FOUNDATION, INC. To be fair I insisted Mr. Brochstein put his blogging on hold to provide proof that none of my findings were true and I am still waiting for the facts. All of this information was found in the public domain as not to violate any state or federal laws.
Fitzgerald was special counsel to the Senate Interstate and Foreign Commerce Committee in 1953. He was commissioned by Congressman Charles Tobey of Massachusetts to investigate the obstruction of natural cancer treatments by the American Medical Association.
His report to the committee is known as “The Fitzgerald Report” of 1953.
Alone, this information is a bombshell. But, to my knowledge the information you are about to read hasn’t been put into the same or connect-the-dots context before.
Terra Tech Corp. Edible Garden Issue June 12, 2014Norman Gates
A greenhouse in Warren County is at the center of that debate. People living around the Edible Garden plant say it was fine when the company started growing organic vegetables. They're worried about what growing marijuana there will do to their community. The petition clearly states the position of some Brookfield Glen residents in White Township, Warren County. They oppose the legalization and production of marijuana in the Garden State. “This is a horror," said Rita Foti, organizer of the petition. "Somebody wants to turn the growth of marijuana into a healthy cash crop.” Fred and Rita Foti caught wind of the possible plan after seeing news reports that owners of Edible Garden Greenhouse on Route 519 want to start a marijuana farm if recreational use of the drug is legalized in Trenton.
Medical Marijuana, Inc is extremely pleased with Q4 performance which has exceeded expectations in sales and awareness of the benefits of CBD-rich hemp oil products. Due to rapidly expanding growth, the Company is in the process of securing additional office space to relocate the corporate office and obtain a larger warehousing distribution center. It is anticipated that sales and customer service will remain at the existing facility.
The invention involves transforming Cannabis with a transgene(s) or chemical(s) expressing biological, chemical, luminescent, and fluorescent markers from the UV, visible, near, mid, and far spectrums of light. This transformation allows for the detection of Medical Marijuana from other forms of marijuana. Cannabis is a genus of flowering plant that include three putative species Cannabis sativa, Cannabis indica, and Cannabis ruderalis. The invention relates to seeds, plants, plant cells, plant tissue, and harvested products from transformed Cannabis. The invention also relates to plants and varieties produced by the method of essential derivation from plants of transformed Cannabis and to plants of transformed Cannabis reproduced by vegetative methods, including but not limited to tissue culture of regenerated cells or tissue from transformed Cannabis.
Presentazione di Kyle Scott - Console Generale degli Stati Uniti d'America, Consolato Americano, Milano - 26 settembre 2013 - Camera di Commercio di Verona
Scott McMillan La Mesa Faces Sanctions for Lying to CourtDarren Chaker
Thankfully to Darren Chaker who noticed additional fraud on the court by Scott McMillan, La Mesa Attorney, he directed his Harvard attorneys to file the motion where Scott McMillan, San Diego Attorney appears to have fraudulently told the court his lawsuit to dismiss the case was "related to" another case, quite possibly to get the case before a judge who is adverse to bloggers. Just like Scott McMillan, his purported plan FAILED and now has sanctions over his head. Scott McMillan was unable to oppose the motion, so submitted to it. I Scott McMillan attorney conduct I believe constitutes misleading the court deal and is moral turpitude.
Darren Chaker was sued for First Amendment conduct under federal RICO laws. The attorney who sued him, Scott McMillan San Diego attorney desired to have the lawsuit heard before a more favorable judge so falsely claimed the lawsuit 'related to' a criminal action, when in truth it did not. Darren Chaker's attorneys sought sanctions for making the false statement and Scott McMillan did not oppose it.
Show Me My Money (Reisenfeld & Company v. The Network Group Inc..docxedmondpburgess27164
Show Me My Money (Reisenfeld & Company v. The Network Group Inc., p. 313)
Why does the court see this case as involving a quasi-contract as opposed to an actual contract? What other case law does the court rely on in finding precedent/support for compensating Reisenfeld? Does this decision appear to follow the golden rule guideline set forth in Chapter 2 (pp. 27 and 28)? Describe another example of an implied-in-fact or quasi-contract that you have experienced or is mentioned in the text.
Note: please read all the information correctly before you begin the assignment I have also copy and paste pages 27 and 28 that you would need to complete the assignment.
CASE
13-3
REISENFELD & CO. v. THE NETWORK GROUP, INC.;
BUILDERS SQUARE, INC.; KMART CORP. U.S. COURT OF APPEALS FOR THE SIXTH CIRCUIT 277 F.3d 856 U.S. App. (2002)
Network Group (“Network”) was contracted by BSI to assist in selling or subleasing closed Kmart stores in Ohio. A few years later, Network entered into a commission agreement with Reisenfeld, a real estate broker for Dick's Clothing and Sporting Goods (“Dicks”). Dicks then subleased two stores from BSI. According to executed assignment and assumption agreements signed in November of 1994, BSI was to pay a commission to Network. Network was then responsible, pursuant to the commission agreement with Reisenfeld, to pay a commission of $1 per square foot to Reisenfeld. There was no direct agreement made between BSI and Reisenfeld.
During this time, Network's sole shareholder was defrauding BSI. This shareholder was convicted of several criminal charges stemming from his fraudulent acts. Network was ordered by the district court to disgorge any commissions received from BSI, and BSI was relieved of any duty to pay additional commissions to Network. As such, Reisenfeld never received his commission related to the Dicks sublease.
Reisenfeld sued in state court for the $160,320 in commissions he had not been paid. In addition to suing Network, Reisenfeld also named BSI as a defendant. The suit alleged, among other things, that based on a theory of quasi-contracts, BSI was jointly and severally liable for the commission.
JUDGE BOOGS: . . .
A contract implied-in-law, or “quasi-contract,” is not a true contract, but instead a liability imposed by courts in order to prevent unjust enrichment. … Under Ohio law, there are three elements for a quasi-contract claim. There must be: (1) a benefit conferred by the plaintiff upon the defendant; (2) knowledge by the defendant of the benefit; and (3) retention of the benefit by the defendant under circumstances where it would be unjust to do so without payment. …
There is no disagreement as to the first two requirements. It is clear that Reisenfeld's work as broker benefited BSI and that BSI was aware of the work Reisenfeld was doing. The disagreement rests on the third requirement—whether it would be unjust for BSI to retain the benefit it received without paying Reisenfeld for it. … U.
When Is The Surety Liable For Attorneys Feesmcarruthers
This paper examines both attorneys’-fees and interest awards against sureties on Miller Act payment-bond claims. It also suggests several policy arguments against imposing attorneys’ fees and interest awards on sureties.
By: Daniel R. Hansen and William H. Sturges
Employee class action v Google, Apple, Intel and othersDennis Howlett
Google, Apple, Intel and others are in the dock in a case where plaintiffs argue the operation of an illegal cartel designed to restrict pay to skilled workers.
Let's discuss it here. I posted this in the
forum earlier today:
I'm definitely not that happy with the alerts
lately. I understand the reasons they are
being done: trim the paper portfolio, etc, but
let's have a little compassion for all the
underwater stock holders who have
patiently held for a couple months, & just
want now to be able to break even, let
alone make money.
Terra Tech Corp. Edible Garden Issue August 14, 2014Norman Gates
A greenhouse in Warren County is at the center of that debate. People living around the Edible Garden plant say it was fine when the company started growing organic vegetables. They're worried about what growing marijuana there will do to their community. The petition clearly states the position of some Brookfield Glen residents in White Township, Warren County. They oppose the legalization and production of marijuana in the Garden State. “This is a horror," said Rita Foti, organizer of the petition. "Somebody wants to turn the growth of marijuana into a healthy cash crop.” Fred and Rita Foti caught wind of the possible plan after seeing news reports that owners of Edible Garden Greenhouse on Route 519 want to start a marijuana farm if recreational use of the drug is legalized in Trenton.
Immune system dysregulation is well-recognized in autism and thought to be part of the etiology of this disorder. The endocannabinoid system is a key regulator of the immune system via the cannabinoid receptor type 2 (CB2R) which is highly expressed on macrophages and microglial cells. We have previously published significant differences in peripheral blood mononuclear cell CB2R gene expression in the autism population. The use of the Gc protein-derived Macrophage Activating Factor (GcMAF), an endogenous glycosylated vitamin D binding protein responsible for macrophage cell activation has demonstrated positive effects in the treatment of autistic children. In this current study, we investigated the in vitro effects of GcMAF treatment on the endocannabinoid system gene expression, as well as cellular activation in blood monocyte-derived macrophages (BMDMs) from autistic patients compared to age-matched healthy developing controls.
Conclusions
This study presents the first observations of GcMAF effects on the transcriptionomics of the endocannabinoid system and expression of CB2R protein. These data point to a potential nexus between endocannabinoids, vitamin D and its transporter proteins, and the immune dysregulations observed with autism.
The Drug Enforcement Administration is raising the production quota for marijuana that is ordered by the federal government.
The National Institute on Drug Abuse produces marijuana for the purpose of research. The DEA is giving the agency permission to produce up to 600 kilograms of marijuana this year.
"The aggregate production quota for marijuana should be increased in order to provide a continuous and uninterrupted supply of marijuana in support of DEA-registered researchers who are approved by the federal government to utilize marijuana in their research protocols," the agency wrote.
The United States Government established a Claims Process to make available up to $1.33 billion or more to farmers who alleged discrimination by the U.S. Department of Agriculture (USDA) based on being female, or based on being Hispanic, in making or servicing farm loans during certain periods between 1981 and 2000. If you qualified and submitted a timely claim, you could receive an award of up to $50,000 or up to $250,000 in cash, depending on the evidence that you submitted. USDA will also provide a total of up to $160 million in debt relief to successful Claimants who currently owe USDA money for eligible farm loans. Successful Claimants may also receive an additional amount, equal to 25% of the combined cash award plus the principal amount of debt relief, to help pay federal taxes that may be owed.
Attorney General Eric Holder is expected to answer questions about federal marijuana policy during a Tuesday hearing of the House Judiciary Committee regarding Oversight of the U.S. Department of Justice. Holder will be providing testimony regarding various Obama administration enforcement policies.
Rose S, Frye RE, Slattery J, Wynne R, Tippett M, et al. (2014) Oxidative Stress Induces Mitochondrial Dysfunction in a Subset of Autism Lymphoblastoid Cell Lines in a Well-Matched Case Control Cohort. PLoS ONE 9(1):e85436.doi:10.1371/journal.pone.0085436.
The U.S. Patent Office issued patent #6630507 to the U.S.Health and Human Services filed on 2/2/2001. The patent lists the use of certain cannabinoids found within the cannabis sativa plant as useful in certain neurodegenerative diseases such as Alzheimer's, Parkinson's, and HIV dementia.
Since cannabis sativa (marijuana) contains compounds recognized and endorsed by an agency of the U.S. government- Why is it that marijuana remains on the Federal Schedule One list of drugs? The issuance of patent #6630507 is a direct contradiction of the governments own definition for classification of a Schedule 1 drug.
To address the rapid increase in crime associated with the marijuana industry, MPSI will focus on providing armed and unarmed security for retail and grow operations, inventory and revenue transport, compliance oversight and workplace protection to the medical and adult use cannabis industry in all current and future marijuana legal markets.
Manufacture of the Medbox, Avnet Inc. has filed a lawsuit against financial terrorist Alan Brochstein, CFA of 420investor.com and Seekingalpha.com who constantly make false accusations about companies especially in the cannabis industry.
The Edibles List is your source for information and reviews on medical marijuana edibles, dispensaries, doctors and all else in the legal cannabis community.
New Drug Discovery and Development .....NEHA GUPTA
The "New Drug Discovery and Development" process involves the identification, design, testing, and manufacturing of novel pharmaceutical compounds with the aim of introducing new and improved treatments for various medical conditions. This comprehensive endeavor encompasses various stages, including target identification, preclinical studies, clinical trials, regulatory approval, and post-market surveillance. It involves multidisciplinary collaboration among scientists, researchers, clinicians, regulatory experts, and pharmaceutical companies to bring innovative therapies to market and address unmet medical needs.
NVBDCP.pptx Nation vector borne disease control programSapna Thakur
NVBDCP was launched in 2003-2004 . Vector-Borne Disease: Disease that results from an infection transmitted to humans and other animals by blood-feeding arthropods, such as mosquitoes, ticks, and fleas. Examples of vector-borne diseases include Dengue fever, West Nile Virus, Lyme disease, and malaria.
micro teaching on communication m.sc nursing.pdfAnurag Sharma
Microteaching is a unique model of practice teaching. It is a viable instrument for the. desired change in the teaching behavior or the behavior potential which, in specified types of real. classroom situations, tends to facilitate the achievement of specified types of objectives.
- Video recording of this lecture in English language: https://youtu.be/lK81BzxMqdo
- Video recording of this lecture in Arabic language: https://youtu.be/Ve4P0COk9OI
- Link to download the book free: https://nephrotube.blogspot.com/p/nephrotube-nephrology-books.html
- Link to NephroTube website: www.NephroTube.com
- Link to NephroTube social media accounts: https://nephrotube.blogspot.com/p/join-nephrotube-on-social-media.html
Pulmonary Thromboembolism - etilogy, types, medical- Surgical and nursing man...VarunMahajani
Disruption of blood supply to lung alveoli due to blockage of one or more pulmonary blood vessels is called as Pulmonary thromboembolism. In this presentation we will discuss its causes, types and its management in depth.
Lung Cancer: Artificial Intelligence, Synergetics, Complex System Analysis, S...Oleg Kshivets
RESULTS: Overall life span (LS) was 2252.1±1742.5 days and cumulative 5-year survival (5YS) reached 73.2%, 10 years – 64.8%, 20 years – 42.5%. 513 LCP lived more than 5 years (LS=3124.6±1525.6 days), 148 LCP – more than 10 years (LS=5054.4±1504.1 days).199 LCP died because of LC (LS=562.7±374.5 days). 5YS of LCP after bi/lobectomies was significantly superior in comparison with LCP after pneumonectomies (78.1% vs.63.7%, P=0.00001 by log-rank test). AT significantly improved 5YS (66.3% vs. 34.8%) (P=0.00000 by log-rank test) only for LCP with N1-2. Cox modeling displayed that 5YS of LCP significantly depended on: phase transition (PT) early-invasive LC in terms of synergetics, PT N0—N12, cell ratio factors (ratio between cancer cells- CC and blood cells subpopulations), G1-3, histology, glucose, AT, blood cell circuit, prothrombin index, heparin tolerance, recalcification time (P=0.000-0.038). Neural networks, genetic algorithm selection and bootstrap simulation revealed relationships between 5YS and PT early-invasive LC (rank=1), PT N0—N12 (rank=2), thrombocytes/CC (3), erythrocytes/CC (4), eosinophils/CC (5), healthy cells/CC (6), lymphocytes/CC (7), segmented neutrophils/CC (8), stick neutrophils/CC (9), monocytes/CC (10); leucocytes/CC (11). Correct prediction of 5YS was 100% by neural networks computing (area under ROC curve=1.0; error=0.0).
CONCLUSIONS: 5YS of LCP after radical procedures significantly depended on: 1) PT early-invasive cancer; 2) PT N0--N12; 3) cell ratio factors; 4) blood cell circuit; 5) biochemical factors; 6) hemostasis system; 7) AT; 8) LC characteristics; 9) LC cell dynamics; 10) surgery type: lobectomy/pneumonectomy; 11) anthropometric data. Optimal diagnosis and treatment strategies for LC are: 1) screening and early detection of LC; 2) availability of experienced thoracic surgeons because of complexity of radical procedures; 3) aggressive en block surgery and adequate lymph node dissection for completeness; 4) precise prediction; 5) adjuvant chemoimmunoradiotherapy for LCP with unfavorable prognosis.
ARTIFICIAL INTELLIGENCE IN HEALTHCARE.pdfAnujkumaranit
Artificial intelligence (AI) refers to the simulation of human intelligence processes by machines, especially computer systems. It encompasses tasks such as learning, reasoning, problem-solving, perception, and language understanding. AI technologies are revolutionizing various fields, from healthcare to finance, by enabling machines to perform tasks that typically require human intelligence.
Explore natural remedies for syphilis treatment in Singapore. Discover alternative therapies, herbal remedies, and lifestyle changes that may complement conventional treatments. Learn about holistic approaches to managing syphilis symptoms and supporting overall health.
Prix Galien International 2024 Forum ProgramLevi Shapiro
June 20, 2024, Prix Galien International and Jerusalem Ethics Forum in ROME. Detailed agenda including panels:
- ADVANCES IN CARDIOLOGY: A NEW PARADIGM IS COMING
- WOMEN’S HEALTH: FERTILITY PRESERVATION
- WHAT’S NEW IN THE TREATMENT OF INFECTIOUS,
ONCOLOGICAL AND INFLAMMATORY SKIN DISEASES?
- ARTIFICIAL INTELLIGENCE AND ETHICS
- GENE THERAPY
- BEYOND BORDERS: GLOBAL INITIATIVES FOR DEMOCRATIZING LIFE SCIENCE TECHNOLOGIES AND PROMOTING ACCESS TO HEALTHCARE
- ETHICAL CHALLENGES IN LIFE SCIENCES
- Prix Galien International Awards Ceremony
Flu Vaccine Alert in Bangalore Karnatakaaddon Scans
As flu season approaches, health officials in Bangalore, Karnataka, are urging residents to get their flu vaccinations. The seasonal flu, while common, can lead to severe health complications, particularly for vulnerable populations such as young children, the elderly, and those with underlying health conditions.
Dr. Vidisha Kumari, a leading epidemiologist in Bangalore, emphasizes the importance of getting vaccinated. "The flu vaccine is our best defense against the influenza virus. It not only protects individuals but also helps prevent the spread of the virus in our communities," he says.
This year, the flu season is expected to coincide with a potential increase in other respiratory illnesses. The Karnataka Health Department has launched an awareness campaign highlighting the significance of flu vaccinations. They have set up multiple vaccination centers across Bangalore, making it convenient for residents to receive their shots.
To encourage widespread vaccination, the government is also collaborating with local schools, workplaces, and community centers to facilitate vaccination drives. Special attention is being given to ensuring that the vaccine is accessible to all, including marginalized communities who may have limited access to healthcare.
Residents are reminded that the flu vaccine is safe and effective. Common side effects are mild and may include soreness at the injection site, mild fever, or muscle aches. These side effects are generally short-lived and far less severe than the flu itself.
Healthcare providers are also stressing the importance of continuing COVID-19 precautions. Wearing masks, practicing good hand hygiene, and maintaining social distancing are still crucial, especially in crowded places.
Protect yourself and your loved ones by getting vaccinated. Together, we can help keep Bangalore healthy and safe this flu season. For more information on vaccination centers and schedules, residents can visit the Karnataka Health Department’s official website or follow their social media pages.
Stay informed, stay safe, and get your flu shot today!
Title: Sense of Taste
Presenter: Dr. Faiza, Assistant Professor of Physiology
Qualifications:
MBBS (Best Graduate, AIMC Lahore)
FCPS Physiology
ICMT, CHPE, DHPE (STMU)
MPH (GC University, Faisalabad)
MBA (Virtual University of Pakistan)
Learning Objectives:
Describe the structure and function of taste buds.
Describe the relationship between the taste threshold and taste index of common substances.
Explain the chemical basis and signal transduction of taste perception for each type of primary taste sensation.
Recognize different abnormalities of taste perception and their causes.
Key Topics:
Significance of Taste Sensation:
Differentiation between pleasant and harmful food
Influence on behavior
Selection of food based on metabolic needs
Receptors of Taste:
Taste buds on the tongue
Influence of sense of smell, texture of food, and pain stimulation (e.g., by pepper)
Primary and Secondary Taste Sensations:
Primary taste sensations: Sweet, Sour, Salty, Bitter, Umami
Chemical basis and signal transduction mechanisms for each taste
Taste Threshold and Index:
Taste threshold values for Sweet (sucrose), Salty (NaCl), Sour (HCl), and Bitter (Quinine)
Taste index relationship: Inversely proportional to taste threshold
Taste Blindness:
Inability to taste certain substances, particularly thiourea compounds
Example: Phenylthiocarbamide
Structure and Function of Taste Buds:
Composition: Epithelial cells, Sustentacular/Supporting cells, Taste cells, Basal cells
Features: Taste pores, Taste hairs/microvilli, and Taste nerve fibers
Location of Taste Buds:
Found in papillae of the tongue (Fungiform, Circumvallate, Foliate)
Also present on the palate, tonsillar pillars, epiglottis, and proximal esophagus
Mechanism of Taste Stimulation:
Interaction of taste substances with receptors on microvilli
Signal transduction pathways for Umami, Sweet, Bitter, Sour, and Salty tastes
Taste Sensitivity and Adaptation:
Decrease in sensitivity with age
Rapid adaptation of taste sensation
Role of Saliva in Taste:
Dissolution of tastants to reach receptors
Washing away the stimulus
Taste Preferences and Aversions:
Mechanisms behind taste preference and aversion
Influence of receptors and neural pathways
Impact of Sensory Nerve Damage:
Degeneration of taste buds if the sensory nerve fiber is cut
Abnormalities of Taste Detection:
Conditions: Ageusia, Hypogeusia, Dysgeusia (parageusia)
Causes: Nerve damage, neurological disorders, infections, poor oral hygiene, adverse drug effects, deficiencies, aging, tobacco use, altered neurotransmitter levels
Neurotransmitters and Taste Threshold:
Effects of serotonin (5-HT) and norepinephrine (NE) on taste sensitivity
Supertasters:
25% of the population with heightened sensitivity to taste, especially bitterness
Increased number of fungiform papillae
The prostate is an exocrine gland of the male mammalian reproductive system
It is a walnut-sized gland that forms part of the male reproductive system and is located in front of the rectum and just below the urinary bladder
Function is to store and secrete a clear, slightly alkaline fluid that constitutes 10-30% of the volume of the seminal fluid that along with the spermatozoa, constitutes semen
A healthy human prostate measures (4cm-vertical, by 3cm-horizontal, 2cm ant-post ).
It surrounds the urethra just below the urinary bladder. It has anterior, median, posterior and two lateral lobes
It’s work is regulated by androgens which are responsible for male sex characteristics
Generalised disease of the prostate due to hormonal derangement which leads to non malignant enlargement of the gland (increase in the number of epithelial cells and stromal tissue)to cause compression of the urethra leading to symptoms (LUTS
These simplified slides by Dr. Sidra Arshad present an overview of the non-respiratory functions of the respiratory tract.
Learning objectives:
1. Enlist the non-respiratory functions of the respiratory tract
2. Briefly explain how these functions are carried out
3. Discuss the significance of dead space
4. Differentiate between minute ventilation and alveolar ventilation
5. Describe the cough and sneeze reflexes
Study Resources:
1. Chapter 39, Guyton and Hall Textbook of Medical Physiology, 14th edition
2. Chapter 34, Ganong’s Review of Medical Physiology, 26th edition
3. Chapter 17, Human Physiology by Lauralee Sherwood, 9th edition
4. Non-respiratory functions of the lungs https://academic.oup.com/bjaed/article/13/3/98/278874
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1
2
3
4
S. Todd Neal (Bar No. 174827)
Jamie L. Altman (Bar No. 280075i
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ED
PROCOPIO, CORY, HARGREAVE44.1kaperior Court
SAVITCH LLP
525 B Street, Suite 2200
NOV 05 2013
San Diego, CA 92101
Telephone: 619.238.1900
Deputy
By:
Facsimile: 619.235.0398
F' LED
clrk ts superior Court
5 2013
By: A. SEAMONS, Deputy
5
6
Attorneys for Defendant
Medical Marijuana, Inc., a California Corporation
7
8
SUPERIOR COURT OF THE STATE OF CALIFORNIA
9
COUNTY OF SAN DIEGO
10
11
12
DIXIE HOLDINGS, LLC, a Colorado limited
liability company, derivatively on behalf of RED
DICE HOLDINGS, LLC, a California limited
liability company,
V.
REPLY BRIEF IN SUPPORT OF
DEFENDANT MEDICAL MARIJUANA,
INC.'S VERIFIED PETITION TO
COMPEL ARBITRATION AND
APPOINT AN ARBITRATOR AND
MOTION TO STAY
MEDICAL MARIJUANA, INC., a California
corporation,
(CONTRACTUAL ARBITRATION —
C.C.P. §§ 1281 ET SEQ.)
Plaintiff,
13
14
15
Case No. 37-2013-00058302-CU-BC-CTL
16
Defendant.
"IMAGED FILE"
17
Date:
Time:
Dept:
Judge:
18
19
November 15, 2013
9:00 a.m.
C-75
Richard E. L. Strauss
Complaint Filed: July 19, 2013
Trial Date:
Not Set
20
21
Defendant Medical Marijuana, Inc. ("MJNA") respectfully submits the following reply
7
brief in support of its petition to compel arbitration and appoint an arbitrator and motion to stay
proceedings.
24
I.
25
26
27
28
INTRODUCTION
Section 13.4 of the Operating Agreement for Red Dice Holdings, LLC ("RDH") contains
broad yet explicit language: Any dispute or claim in law or equity between Members arising out of
this Agreement shall be decided by neutral, binding arbitration and not by Court action, except as
1
REPLY BRIEF IN SUPPORT OF MEDICAL MARIJUANA, INC.'S PETITION TO COMPEL ARBITRATION
CASE No. 37-2013-00058302-CU-BC-CTL
2. 1
provided by California law for judicial review of arbitration proceedings.
2
In the face of this plainly categorical language, the opposition of Plaintiff Dixie Holdings
3
LLC, a/Ida Dixie Elixirs ("Dixie") relies on serious hair-splitting as its primary argument. Dixie
4
contends that the arbitration provision is inapplicable because it styled its Complaint as being
5
brought derivatively on behalf of RDH (an entity that MJNA owns a greater interest of than
6
Dixie!). In short, Dixie (wrongly) maintains that it is RDH that brought this action, and further
7
maintains that RDH is not a party to or bound by its own Operating Agreement. Such abstract
8
argument misses the point; RDH is comprised of MJNA (60%) and Dixie (40%). But for MJNA
9
and Dixie, RDH does not exist, yet minority member Dixie relies on pure fiction by claiming that
10
RDH instituted this action. It did not; the action was instituted by Dixie derivatively on behalf of
11
RDH. "Derivatively on behalf of' means just that — the action is brought on behalf of another
12
entity. It does not mean that the action is brought by the other entity. Here, the express terms of
13
the Operating Agreement preclude one member from unilaterally deciding to initiate litigation on
14
behalf of RDH. Moreover, the derivative label does not alter the fact that this action is a dispute
15
between members arising out of the Operating Agreement and thus it is subject to the contractually
16
mandated arbitration provision.
17
Dixie further relies on semantics by arguing that the arbitration provision only applies to
18
disputes between "members" and "member" is defined in the Operating Agreement as a "person"
19
and "Mlle only persons that executed the Operating Agreement are representatives of Dixie and
20
MJNA." (Opposition at pg. 1, lines 8-13). 1 According to Dixie, this shows that the arbitration
21
provision cannot apply to RDH because it is not a "person." First of all, the definition of "Person"
22
contained on page 3 of the Operating Agreement states as follows: "Person" shall mean any
23
individual or entity ..." (See Operating Agreement, Ex. A to Declaration of S. Todd Neal filed in
24
support of Petition)(Emphasis added). It is not limited to natural persons. Dixie goes on to argue
25
that "nowhere in the Operating Agreement is arbitration contemplated by the Members regarding
26
enforcement of contractual obligations by Red Dice against its members." (Opposition at pg. 1,
27
28
In violation of court rules, the opposition does not contain page numbers which makes citing to it difficult. However,
MJNA assumes that the first page containing text should be cited as "pg. 1."
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3. 1
lines 13-14).
2
Again, Dixie misstates the nature of the action by taking the position that "Red Dice" is
3
seeking to enforce contractual obligations against MJNA. Dixie filed this action through its own
4
counsel and it is noteworthy that Dixie's counsel has repeatedly confirmed that he does not
5
represent RDH. (Petition ¶ 8; Neal decl. ¶ 6). Furthermore, any reasonable construction of the
6
arbitration provision compels the conclusion that this was precisely the type of dispute that the
7
parties contractually agreed would be subject to binding arbitration. If a dispute between the sole
8
members regarding their respective rights and obligations under the Operating Agreement is not
9
subject to arbitration, what would be? It is not remotely credible to suggest that MJNA and Dixie
10
negotiated for and agreed to a definitive and sweeping arbitration provision but it was not their
11
intent to have it apply to a claim that one would bring against the other relating to breaches of the
12
Operating Agreement simply because the claim was pled as a derivative action. That is illogical
13
and not a reasonable construction of the contract.
14
As its second and final argument Dixie makes a series of false statements in an effort to
15
invoke the third-party litigation exception to enforcement of the arbitration provision pursuant to
16
C.C.P. § 1281.2. However, as explained more filly below, the referenced Canna Vest action does
17
not "aris[e] out of the same transaction or series of related transactions" as the instant action and
18
thus there is no possibility of conflicting rulings on a common issue of law or fact. Moreover,
19
Dixie's entire argument is predicated on misstatements. Accordingly, the limited statutory
20
exception for related third-party litigation is not applicable and thus does not provide a basis to
21
deny the petition to compel arbitration.
22
23
II. ARGUMENT
A.
Dixie Provides No Legal Authority Holding That An Arbitration Provision Found in
24
an LLC's Operating Agreement Does Not Apply When a Member Asserts A
25
Derivative Claim Against Another Member.
26
Dixie's argument that the arbitration provision does not apply because it styled its
27
Complaint as being brought derivatively on behalf of RDH is found on pages 5-7 of the opposition ;
28
Dixie cites only two case decisions for the general propositions that (1) the existence of an
3
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4. 1
agreement to arbitrate is a preliminary question to be determined by the trial court; and (2) a
2
party's right to arbitration depends upon contract. (Opposition at pg. 5, lines 19-25). Dixie offers
3
no authority whatsoever that even remotely supports the inventive argument that a dispute between
4
the only two members of a limited liability company is not subject to an Operating Agreement's
5
arbitration provision simply because a lawyer decided to plead the case as a derivative action.
6
Dixie's position conflicts with the fundamental policy underlying both the California Arbitration
7
Act and the Federal Arbitration Act which "is to ensure that arbitration agreements will be
8
enforced in accordance with their terms." (Vandenberg v. Superior Court (1999) 21 Ca1.4th 815,
9
836; AT & T Mobility LLC v. Concepcion (2011) 131 S.Ct, 1740, 1745). Additionally, California
10
law uniformly recognizes a "strong public policy" in favor of arbitration as a more expeditious and
11
less expensive means of resolving disputes than litigation. (Mercury Ins. Group v. Superior Court
12
(1998) 19 Ca1.4th 332, 342). Here, Dixie has failed to prove by a preponderance of evidence any
13
valid defense to the petition to compel arbitration and thus the petition should be granted.
14
It is also important to consider that the terms of the RDH Operating Agreement defeat
15
Dixie's self-serving claim that this action was brought by RDH. Pursuant to section 2.1 of the
16
RDH Operating Agreement, the rights and liabilities of the members are determined by the
17
Operating Agreement, the Articles of Organization and the California Limited Liability Company
18
Act. (Ex. A to Neal decl.). Sections 9.2 and 9.4 of the Operating Agreement state that the powers
19
of RDH shall be exercised under the authority and direction of a two-person Management
20
Committee consisting of one MJNA member and one Dixie member. Section 9.5 delineates
21
specific acts and powers that may only be taken with the written approval of the Management
22
Committee, including the following:
23
24
25
26
27
28
Institution, compromise or settlement of any material litigation or
arbitration proceeding, or settlement of any insurance claim for an
amount in excess of fifty thousand dollars ($50,000);
(Ex. A to Neal decl., Section 9.5(e) at pg. 17).
Both members, Dixie and MJNA, lack the unilateral authority to bring an action on behalf of RDH
without Management Committee approval. Therefore, Dixie's argument that RDH brought the
action is unsupportable in all respects.
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5. 1
B.
Despite Multiple Admissions By Dixie That This Dispute Is Subject To Arbitration t
2
Dixie Opted For Court Action As A Delay Tactic After Majority Member MJNA
3
Threatened To Terminate The Employment Of Vincent M. ("Tripp") Keber, III.
4
Through the declaration of its counsel, Robert Hinckley, Dixie seeks to minimize its
5
multiple prior admissions that this matter is subject to arbitration. Mr. Hinckley states that at no
6
time did Dixie admit that the claims are subject to arbitration and even though he previously agreed
7
to arbitrate the claims, Dixie justifiably reneged on that agreement because of the filing of the
8
separate lawsuit by CannaVest. (Hinckley decl. at TT 5-6). Mr. Hinckley contends that "the filing
9
of the CannaVest action made it clear that MJNA did not intend to mediate the underlying case in
10
good faith and as a result, Dixie withdreW - its preliminary agreement to arbitrate this matter."
11
(Hinckley decl. at ¶ 7).
12
As an initial matter, the determination of whether an arbitration provision applies is a
13
matter of contract law. (Sparks v. Vista Del Mar Child & Family Services (2012) 207 Cal.App.4th
14
1511,1517-1518). Consequently, a party's subjective prediction about whether the opposing party
15
intends to mediate or arbitrate in good faith is legally irrelevant to the question of law presented as
16
to whether an arbitration provision is enforceable. Therefore, Dixie's basis for reneging should not
17
be a consideration relative to the Court's analysis. Additionally, Dixie's presentation of facts is
18
skewed and misleading.
19
Prior to filing the Complaint, counsel for Dixie sent a demand letter to MJNA threatening
20
pursuit of an arbitration proceeding if MJNA did not accede to certain demands made by Dixie.
21
The letter from Dixie's counsel explicitly states:
22
23
24
25
In the event that MINA refuses to take these steps, Dixie intends to
aggressively enforce its rights under the Agreement. This includes pursuit
of an arbitration hearing, as discussed in the Agreement ... Failure to
comply with any of Dixie's demands by the respective dates provided
herein will trigger the arbitration process provided by the Agreement
(Emphasis added)(Petition ig 9; Ex. C to Neal decl.).
26
Although MJNA attempted to engage Dixie in good faith discussions seeking to resolve
27
their differences, Dixie was entirely unreasonable and continued to demand that MJNA make
28
additional capital contributions to RDH even though Dixie refuses to add MJNA as an authorized
5
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6. 1
signatory to RDH bath accounts. Submitted with this reply is the declaration of Michelle Sides,
2
the Chief Operating Officer and Chairman of the Board of Directors of MJNA. As detailed in her
3
declaration, at present MJNA has contributed $806,457 in capital to RDH. 2 (Sides decl. IF 8).
4
MJNA has not received a single dollar in return on its investment and Dixie refuses to comply with
5
its obligations under the RDH Operating Agreement, including its refusal to add Ms. Sides or any
6
other MJNA representative as an authorized signatory to RDH's bank accounts. (Sides decl. dij 9).
7
The dispute between Dixie and MJNA intensified in May, 2013, after MJNA learned that
8
Vincent M. ("Tripp") Keber, III, Dixie's managing member and the Chief Executive Officer of
9
RDH, was arrested for a controlled substance violation in Baldwin County, Georgia, where he had
10
traveled to attend a music concert. (Sides decl. ig 6). Attached to Ms. Sides' declaration as Exhibit
11
1 is a true and correct copy of Mr. Keber's booking photograph and arrest information obtained
12
from the Baldwin County Sheriff's Office website. Given that MJNA is a publicly traded company
13
and there are strictly enforced licensing requirements relative to operating a business involved in
14
the lawful manufacture and distribution of legal hemp and cannabis based products, Mr. Keber's
15
arrest is a very serious matter that could jeopardize MJNA's substantial investment in RDH.
(Id.) ,
16
Shortly thereafter, talks between Dixie and MJNA reached an impasse and on July 12,
17
2013, MJNA sent a notice to Mr. Keber through counsel informing him that his employment with
18
RDH would be terminated if he did not cure Dixie's breaches of the RDH Operating Agreement
19
within 14 days. (Sides decl. 11 10). The letter was sent on behalf of MJNA as the majority and
20
controlling member of RDH and it demanded that Dixie comply with multiple obligations
21
including the transfer of intellectual property into RDH, providing of budgets and updated business
22
plan, and providing of information regarding suppliers of cannabidiol. (Sides decl. lj 4). A true
23
and correct copy of the July 12, 2013, letter is attached to the Sides declaration as Exhibit 2.
24
Six days after the letter was sent to Mr. Keber's counsel informing him that Mr. Keber's
25
employment with RDH would be terminated if he did not cure Dixie's breaches of the RDH
26
Operating Agreement, Dixie caused the instant Complaint to be filed. Prior to filing the
27
28
None of this sum pertains to the providing of cannabidiol and Dixie is simply wrong in stating that MINA counts the
product that is the subject of the "CannaVest action" as part of MJNA's capital contribution to RDH. (Sides decl. ¶ 8).
2
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7. I
Complaint, Dixie had only mentioned the possibility of an arbitration process, which is not
2
surprising since the Operating Agreement of RDH requires arbitration for all disputes between
3
members. (Sides decl. ¶ 11).
4
It has become clear that Dixie prefers the court process over arbitration because it is
5
controlling day-to-day operations of RDH and it is in possession of MJNA's $806,457 in capital
6
provided to RDH. Dixie is more than content to let time pass and maintain the status quo and
7
Dixie knows that the trial process and appeal will take much longer than private binding
8
arbitration. However, the parties contracted for private binding arbitration and it should be
9
compelled by this Court.
10
C.
The Arbitration Process Does Not Create The Possibility of Conflicting Judgments.
11
Dixie contends that arbitration should be denied based on the third-party litigation
12
exception pursuant to C.C.P. § 1281.2. In particular, Dixie claims that the Canna Vest action
13
"aris[es] out of the same transaction or series of related transactions" as the instant action and thus
14
it allegedly creates the possibility of conflicting rulings if this Court grants MJNA's petition to
15
compel arbitration. In support, Dixie relies on the following statements:
16
"The CannaVest action arises out of MJNA's attempt, through CanriaVest, to
17
collect on accounts receivable allegedly owed by Red Dice." (Opposition at pg.
18
2, lines 1-2);
19
"CannaVest is an affiliate company of MJNA
20
substantially all of the assets of a majority owned-subsidiary of MJNA known as
21
PhytoSPHERE Systems, LLC. As a result of this transaction, MJNA will own
22
approximately thirty-two percent of CannaVest by the end of 2013."
23
(Opposition at pg. 2, lines 2-6);
24
"MINA is attempting to avoid, by moving this case into arbitration, its
25
contractual obligation to contribute 24,166,667 shares of MINA unrestricted
26
common stock to Red Dice ... by claiming that it has already fulfilled its capital
27
contribution requirements by providing the product that is the subject of the
28
CannaVest action." (Opposition at pg. 2, lines 6-11).
CarmaVest purchased
7
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8. 1
To be perfectly clear, MJNA does not contend that cannabidiol sold by PhytoSPHERE
2
(which accounts receivable were sold to and acquired by CannaVest), somehow counts as a capital
3
contribution by MJNA to RDH. That is a complete fabrication and a baseless effort to establish
4
that this action "aris[es] out of the same transaction or series of related transactions" as the
5
Canna Vest action. There is no merit whatsoever to that contention. As explicitly stated in the
6
declaration of Ms. Sides,
At present, MJNA has contributed $806,457 in capital to RDH.
None of this sum pertains to the providing of cannabidiol and
Dixie is simply wrong in stating that MJNA counts the product that
is the subject of the "CannaVest action" as part of MJNA's capital
contribution to RDH.
7
8
9
10
(Sides decl. lj 8). Additionally, paragraph 8 of Ms. Sides' declaration itemizes the wire transfers,
11
payment of RDH invoices and transfers of stock provided by MJNA to result in total capital
12
contributions of $806,457 to RDH.
13
Also outrageous is Dixie's false claim that MJNA is "attempting to bankrupt Red Dice
14
through the collection efforts of its affiliate company in the Canna Vest action." (Opposition at pg.
15
4, line 26 — page 5, line 2). Dixie's vague usage of the term "affiliate" without any supporting
16
evidence or foundation is improper. MJNA and CannaVest are completely separate entities
17
regardless of whether MJNA owns a small percentage interest in CannaVest and there has been no
18
showing of common management, control, offices, products, etc. More importantly, Dixie neglects
19
to mention that RDH was not named as a defendant in the Canna Vest Action until after Dixie's
20
counsel repeatedly claimed that RDH (the entity that Dixie purportedly is looking after through its
21
faux derivative claim in this action) was obligated to CannaVest. On September 6, 2013, counsel
22
for Dixie, Robert Hinckley, sent an e-mail after the Canna Vest action was filed stating as follows:
23
Regarding your Complaint, please be on notice that Red Dice is the
proper defendant related to your causes of action. Left Bank LLC
and Dixie Holdings are improperly named as defendants. We
hereby demand that you amend your Complaint to remove Left
Bank, LLC and Dixie Holdings, LLC as parties and add Red Dice
Holdings as the correct party in interest.
24
25
26
27
(See Ex. 1 to this Opposition).
28
It is unconscionable that Dixie claims that MJNA "is attempting to bankrupt Red Dice Holdings,
8
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9. 1
LLC through the Cannavest Action" when it was Dixie that insisted that RDH should be added as a
2
defendant in that action.
3
It is not just Dixie's counsel that is pointing the finger at RDH relative to the CannaVest
4
obligation. On July 10, 2013, Charles (Chuck) Smith, a Dixie member and cohort of Mr. Keber,
5
responded to an e-mail from Michael Mona, Jr., demanding payment on behalf of CannaVest for
6
the shipments of cannabidiol requested and received by Dixie and its related entities. Mr. Smith's
7
e-mail, which ironically is affixed over the signature block "Chuck Smith, Chief Operating Officer,
8
Red Dice Holdings," states in part as follows:
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
- Dixie Botanicals is a product that was developed by Red Dice
Holdings and has been marketed as such.
- All of the invoices from Phytosphere ...were made out to Dixie
Botanicals.
- the majority of revenue associated with sales of Dixie Botanicals
has been recorded on the Red Dice financial statements as well as
collected in Red Dice bank accounts.
- In summary, we have never disputed that the invoices are a
responsibility of Red Dice.
- I understand that when CannaVest purchased the Phytosphere
assets that those included the accounts receivable. So I appreciate
your interest in collecting those funds. However, please
understand that your action needs to be directed toward Red Dice
Holdings.
(True and correct copy of e-mail attached as Ex. 2 to this Opposition).
Clearly, Dixie and its counsel are not acting in the best interest of RDH and they are not
being candid with this Court. There is no common issue of law or fact because the subject matter
of this action is entirely distinct from the subject matter of the Canna Vest action. This action is a
dispute between members of RDH related to their rights and obligations under the Operating
Agreement, period. The Canna Vest action is a collection action relating to shipments of
cannabidiol, period. The fact that MJNA owns a small, minority percentage of CannaVest does not
satisfy the explicit statutory requirements of § 1281.2(c). The third-party litigation exception only
applies when (1) "[a] party to the arbitration agreement is also a party to a pending court action or
special proceeding with a third party"; (2) the third-party action "aris[es] out of the same
transaction or series of related transactions"; and (3) "there is a possibility of conflicting rulings on
9
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10. a common issue of law or fact." (§ 1281.2(c).) A trial court has discretion to deny or stay
arbitration only where all three conditions are satisfied.
(Acquire II, Ltd. v. Colton Real Estate
Group (2013) 213 Cal.App.4th 959, 967-68 quoting Laswell v. AG Seal Beach, LLC (2010) 189
Cal.App.4th 1399, 1405). Showing some tangential relationship between parties does not amount
to "same transaction" or "related transactions."
Dixie cites only to inapposite case law wherein trial courts have denied arbitration on the
basis of § 1281.2(c). Dixie's inapplicable and outdated authority includes an insurance coverage
dispute over the proper allocation of a settlement among 11 reinsurance carriers (C. V. Starr & Co.
v. Boston Reinsurance Corp. (1987) 190 Cal.App.3d 1637), a declaratory relief action by taxpayers
challenging a termination agreement reached between a public hospital district and its chief
executive officer — the officer petitioned to compel arbitration under arbitration clauses contained
both in his original employment contract and in the termination agreement (Green v. Mt. Diablo
Hospital District (1989) 207 Cal.App.3d 63), and an action brought by Stanford University against
a contractor for fraud and breach of contract, and sought indemnity from two companies involved
in the design and management of project. The contractor moved to compel arbitration but was
unsuccessful because the other two companies sued by Stanford University had not agreed to
arbitration. (Volt Info. Sciences v. Board of Trustees of Leland Stanibrd, Jr. University (1989) 109
S.Ct. 1248). None of these cases bears similarity to the facts at hand.
III. CONCLUSION
For the reasons stated, MJNA respectfully requests this Court issue an Order compelling
arbitration of the instant action, appointing an arbitrator and staying the action, including
discovery, pending completion of the arbitration proceeding.
DATED: November 4, 2013
PROCOPIO, CORY, HARGREAVES AND
SAVITCH LLP
•
S. Todd Neal (Bar No. 174827)
Jamie L. Altman (Bar No. 280075)
Attorneys for Defendant
Medical Marijuana, Inc.
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12. Culp, Barbara
Subject
RE: Cannavest invoices, etc
From: Robert Hinckley [mallto:rhIncklevramessner.com)
Sent: Friday, September 06, 2013 6:09 PM
To: Neal, S. Todd
Cc: Tracey Zastrow
Subject: FW: Cannavest invoices, etc
Importance: High
Todd:
Regarding your Complaint, please be on notice that Red Dice is the proper defendant related to your causes of action.
Left Bank LLC and Dixie Holdings are improperly named as defendants. The information which follows is conclusive
evidence of this fact
We hereby demand that you amend your Complaint to remove Left Bank, LLC and Dixie Holdings, LLC as parties and
add Red Dice Holdings as the correct party in interest. This detailed email serves to place you on notice of this defect in
your pleading. Failure to amend accordingly will necessitate our office bringing an unnecessary motion to dismiss. Should
we be forced to file said motion, we will seek our attorney fees based on the frivolous nature of the pleading. Nothing in
this email serves to limit any and all defenses and claims we may bring as a result of your lawsuit.
Best,
Rob Hinckley
1
13. MESSNER REEVES LLP
Rober1113. Hinckley, Jr.
Partner
Messner Reeves LLP
116201i:shire Blvd., Suite 900
Los An les, CA 90025
3,10 909 7440 main 1310 909 7889 direct 1303 807 8081 mobile 1310 889 0896 fax
niessner.com
The information contained in this email message and the attachment are attorney privileged and conlidpntial information intended only for the use of the individual or entity named
above. li the reader of this message is not the intended recipient, or the employee or agent responsible to deliver it to the intended recipient, you are hereby notified that any
dissemination, distribution or copying of this communication is strictly prohibited. If you have received this communication in error, please immediately notifr us by telephone at
(303) 623.1 ft00, destroy the original of this transmittal and delete this message from your computers memory. Thank you.
Tax Advice Notice: TRS Circular 230 requires us to advise you that, if this communication or any attachment contains any tax advice, the advice is not intended to be used, and
cannot be used, for the purpose of avoiding federal tax penalties. Please contact us if you have any questions about Circular 230.
2
15. Begin forwarded message:
From: Chuck Smith <csmithrabtrhilc.com >
Date: July 10, 2013, 9:18:41 AM PDT
To: "michael@cannavest.com " <michael@cannavest.com >
Cc: Tripp Keber <tkebereleftbankllc.com >
Subject: FW: Dixie Balance
Michael:
I have received your email and in an effort to continue a productive relationship I will respond as
thoroughly as possible. However, for you to continue questioning "who is responsible for these
invoices" is not productive. In addition, your reference to this being a "shell game" is offensive
and I request you not say it again.
As follows:
- Dixie Botanicals is a product that was developed by Red Dice Holdings and has been marketed
as such. You are well aware of this as you saw the press releases and were part of many of those
discussions while you were associated with MJNA.
- All of the invoices from Phytosphere, with the exception of one made out in error by
Phytosphere (which we notified them in writing of the mistake), were made out to Dixie
Botanicals.
- Tripp Keber, who you reference as a recipient, is the President of Red Dice Holdings. You are
also aware of this as you were intimately involved in negotiating the RDH Operating Agreement
and Tripp's employment agreement.
- Red Dice Dixie Botanicals production currently operates in the same facility that houses the
Left Bank company that manufactures and distributes the Dixie Elixirs product line, a totally
separate company and product in that it contains THC. You are aware of this since you have
visited these offices in the past as has your son.
- Left Bank production team members, such as Jim Williams, also work on a contract basis
producing Dixie Botanicals for Red Dice. I am certain you are aware of this as you know there
are not 2 separate manufacturing facilities at this time. This shared services type of structure is
not unusual and in fact is typical of small, growing companies.
- the majority of revenue associated with sales of Dixie Botanicals has been recorded on the Red
Dice financial statements as well as collected in Red Dice bank accounts. All of this information
has been reported on the Red Dice financials, which have been provided to MJNA, and in some
fashion have been reported by them in their quarterly filings. You are well aware of thiias you
16. reviewed those financials and worked directly with the MJNA auditor prior to moving full time
to CannaVest.
As you are also quite aware, Red Dice has been underfunded from inception due to MJNA's
refusal to fund their capital contribution to the company. We are in legal discussions with them,
as they have made you privy to, and we are hopeful that we can work out an amicable solution
which includes at a minimum their funding of the shares they are contractually obligated to
provide. Once that happens, Red Dice will be able to pay it's obligations. Any help you could be
in convincing MJNA to meet their obligations would be beneficial to all parties.
In summary, we have never disputed that the invoices are a responsibility of Red Dice. As you
know, we have questioned the quality of the product, in writing, especially in the most recent
shipment. However, we always assumed we could work out those issues with you.
I understand that when CannaVest purchased the Phytosphere assets that those included the
accounts receivable. So 1 appreciate your interest in collecting those funds. To that end, I respect
whatever action you feel you need to take. However, please understand that your action needs to
be directed toward Red Dice Holdings.
Best regards,
Chuck Smith
Chief Operating Officer
Red Dice Holdings
red dice
hold ngs
Mobile +1 (415) 272-9395
csmithpreddiceholdirms.corn
Facebook.com/Dixienxirs
On Jul 8, 2013, at 6:01 PM, "Michael Mona Jr." <michaelOcannavest.com > wrote:
Hello Chuck,
Hope you enjoyed you weekend at the beach. I have been thinking about our conversation last week regarding
Dixie's balance owed to CannaVEST. Enclosed you will find copies of the invoices that Dixie owes to CannaVEST
totaling $761,495.98 and to date, Ca nnaVEST has only received a $25,000.00 wire making the remaining balance
$736,495.98 before late fees are added. As you can see, these invoices date back to May 20, 2012 and all are
passed due.
When we talked you stated that the debt is a Red Dice Holding debt and I still cannot understand that
statement. All of the oil to date has been sent to either Jim Williams or Tripp Reber at Dixie Elixirs and Edibles
address in Denver, Colorado and to my knowledge all of the sales at this point, totaling over $1,000,000+++, has
only been collected by Dixie. Sounds to me like someone is trying to play a shell game with CannaVEST
funds. Please wire the balance owed to CannaVEST of $736,495.98 by Wednesday July 10, 2013 or propose a
payment plan acceptable to CannaVEST by that date or CannaVEST will be forced to turn this matter over to their
attorney and they can figure out where the funds will be collected from.
Chuck, I do not want to be difficult, however to receive only $25,000 towards at $761,495.98 debt over a 14
month period is ridiculous and unprofessional. I have a responsibility to this company and its shareholders to
collect the money owed to CannaVEST and I will do that one way or another. I would much rather leave the
attorneys out of this and handle this between two businessmen but if you do not either wire the funds or come up
with an acceptable payment plan by July 10, 2013, as stated above, you will leave the company no choice.
2
17. Michael Mona Jr.
President/CEO
CannaVEST Corp.
2688 S. Rainbow Blvd., Suite B
Las Vegas, NV 89146
<Dixie Balance for Invoice #1.xlsx>
<PhytoSphere INVOICE #1-Dixie Previous Balance.docx>
<PhytoSphere INVOICE #2- Dixie 2-6-I3.docx>
<PhytoSphere INVOICE 43-Dixie 3-8-13.docx>
<PhytoSphere INVOICE 146-Dixie 5-15-13.docx>
<PhytoSphere INVOICE #13-Dixie 5-8-13.docx>
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18. •
F'
LE
D
cm& ef the s,melior court
1
2
3
4
S. Todd Neal (Bar No. 174827)
Jamie L. Altman (Bar No. 280075)
PROCOPIO, CORY, HARGREAVES AND
SAVITCH LLP
525 B Street, Suite 2200
San Diego, CA 92101
Telephone: 619.238.1900
Facsimile: 619.235.0398
5 2013
By: A. SEAMONS. Deputy
5
6
Attorneys for Defendant
Medical Marijuana, Inc., a California Corporation
7
8
SUPERIOR COURT OF THE STATE OF CALIFORNIA
9
COUNTY OF SAN DIEGO
10
11
12
DIXIE HOLDINGS, LLC, a Colorado limited
liability company, derivatively on behalf of RED
DICE HOLDINGS, LLC, a California limited
liability company,
Plaintiff,
13
14
15
V.
MEDICAL MARIJUANA, INC., a California
corporation,
16
Defendant.
17
Case No. 37-2013-00058302-CU-BC-CTL
DECLARATION OF MICHELLE SIDES
IN SUPPORT OF DEFENDANT
MEDICAL MARIJUANA, INC.'S
REPLY BRIEF RE PETITION TO
COMPEL ARBITRATION AND
APPOINT AN ARBITRATOR AND
MOTION TO STAY
Date:
Time:
Dept:
Judge:
November 15, 2013
9:00 a.m.
C-75
Richard E. L. Strauss
Complaint Filed: July 19, 2013
Trial Date:
Not Set
18
19
20
I, Michelle Sides, declare as follows:
21
1.
22
23
24
25
26
27
I am a resident of the County of San Diego. I make this declaration based on
matters within my personal knowledge, save and except for those matters stated on information and
belief, which I believe to be true, and if called would and could testify thereto under penalty of
perjury of the laws of the State of California.
2.
I am the Chief Operating Officer and Chairman of the Board of Directors of
Medical Marijuana, Inc. ("MJNA"). Additionally, I am MJNA's designated member of the
28
DECLARATION OF MICHELLE SIDES IN SUPPORT OF DEFENDANT MEDICAL MARIJUANA, INC.'S REPLY
BRIEF RE PETITION TO COMPEL ARBITRATION AND APPOINT AN ARBITRATOR AND MOTION TO STAY
CASE No. 37-2013-00058302-CU-BC-CTL
19. 1
Management Committee of Red Dice Holdings, LLC ("RDH").
2
3.
Plaintiff Dixie Holdings LLC, a/k/a Dixie Elixirs ("Dixie") and MJNA are the sole
3
members of RDH. RDH was formed in 2012 for the purpose of engaging in the manufacture and
4
distribution of legal hemp and cannabis based products. Pursuant to the RDH Operating
5
Agreement, MJNA owns a 60% interest in RDH and Dixie owns a 40% interest.
6
7
4.
In accordance with the RDH Operating Agreement, MJNA is obligated to make
8
certain capital contributions to RDH. Additionally, the RDH Operating Agreement imposes certain
9
obligations upon Dixie, including but not limited to the following:
10
a. Dixie shall run the day to day operations of RDH pursuant to Section 9.1(j) of
11
RDH's Operating Agreement;
12
13
b. Section 9.1 of RDH's Operating Agreement requires the "transfer of all
14
Intellectual Property, equipment, supplies and all tangible items of [Dixie Holdings, LLC a/k/a
15
Dixie Elixirs] into [RDH]"
16
c. Section 9.1(i) of RDH's Operating Agreement requires Dixie to provide an
17
estimated monthly budget relative to RDH;
18
19
20
d. Section 9.1(p) of RDH's Operating Agreement requires Dixie to provide an
updated business plan relative to RDH;
21
e. Dixie is required to provide complete information regarding all suppliers that
22
23
24
cannabidiol is being purchased from commencing from inception of RDH to the present, including
the name of the supplier, the dates of purchase, the products and amounts purchased and the cost;
and
25
26
27
28
f. Dixie is required to provide proof that all cannabidiol purchases are compliant
with state and federal controlled substances laws and FDA regulations.
2
DECLARATION OF MICHELLE SIDES IN SUPPORT OF DEFENDANT MEDICAL MARIJUANA, INC.'S REPLY
BRIEF RE PETITION TO COMPEL ARBITRATION AND APPOINT AN ARBITRATOR AND MOTION TO STAY
CASE NO. 37-2013-00058302-CU-BC-CTL
DOCS 1861172.1
20. 1
5.
Several months ago a dispute arose between MJNA and Dixie relative to their
2
respective obligations under the RDH Operating Agreement. In particular, MJNA believes that
3
Dixie has failed to perform many required obligations imposed on it by the RDH Operating
4
Agreement, including the obligations listed in paragraph 4 above. Moreover, while Dixie
5
continued to press MJNA for additional capital contributions to RDH, Dixie refused to add me or
6
any other MJNA representative as an authorized signatory to RDH's bank accounts.
7
6.
Additionally, in May, 2013, MJNA learned that Vincent M. ("Tripp") Keber, III,
8
Dixie's managing member and the Chief Executive Officer of RDH, was arrested for a controlled
9
substance violation in Baldwin County, Georgia, where he had traveled to attend a music concert.
10
Attached hereto as Exhibit 1 is a true and correct copy of Mr. Keber's booking photograph and
11
arrest information obtained from the Baldwin County Sheriff's Office website. This is a very
12
13
14
15
serious matter as there are strictly enforced licensing requirements relative to operating a business
involved in the lawful manufacture and distribution of legal hemp and cannabis based products.
7.
In light of Dixie's refusal to comply with its obligations under the RDH Operating
16
Agreement and Mr. Keber's arrest, MJNA has declined to make additional capital contributions to
17
RDH at least until such time as it is made a signatory to RDH bank accounts and Dixie complies
18
with its other obligations.
19
8.
20
21
22
23
At present, MJNA has contributed $806,457 in capital to RDH. None of this sum
pertains to the providing of cannabidiol and Dixie is simply wrong in stating that MJNA counts the
product that is the subject of the "CannaVest action" as part of MJNA's capital contribution to
RDH. MJNA previously provided the following capital contributions to RDH:
24
25
Date
Capital Contribution
Recipient
June 12, 2012
$25,000 (wire transfer)
3
Right Side Investments, LLC
26
27
28
DECLARATION OF MICHELLE SIDES IN SUPPORT OF DEFENDANT MEDICAL MARIJUANA, INC.'S REPLY
BRIEF RE PETITION TO COMPEL ARBITRATION AND APPOINT AN ARBITRATOR AND MOTION TO STAY
CASE NO. 37-20I3-00058302-CU-BC-CTL
DOCS 1861172.1
21. 1
3
August 2, 2012
$10,000 (wire transfer)
Vincent M. Keber, III
July 19, 2012
$25,000 (wire transfer)
Right Side Investments, LLC
August 23, 2012
$25,000 (wire transfer)
Red Dice Holdings, LLC
September 10, 2012
$200,000 (wire transfer)
Red Dice Holdings, LLC
October 16, 2012
$34,000 (payment of
Weedmaps invoices on behalf
of RDH)
Red Dice Holdings, LLC
October 16, 2012
$10,000 (payment of
Dooboons invoices on behalf
of RDH)
Red Dice Holdings, LLC
November 23, 2012
2
$200,000 (wire transfer)
Red Dice Holdings, LLC
4
5
6
7
8
9
10
11
12
13
14
February 13, 2013
15
April 18, 2013
$99,300 (wire transfer)
$76,157 (wire transfer)
16
17
August 13, 2012
$102,000 (1,700,000 shares of
MJNA stock)
Dixie Holdings, LLC
•
Dixie Holdings, LLC
R.
Employees
18
19
9.
Despite contributing $806,457 in capital to RDH, MJNA has not received a single
20
dollar in return on its investment and Dixie refuses to comply with its obligations under the RDH
21
Operating Agreement, including its refusal to add me or any other MJNA representative as an
22
23
authorized signatory to RDH's bank accounts.
10.
On July 12, 2013, I instructed our counsel, Procopio, Cory, Hargreaves & Savitch,
24
LLP, to send a notice to Mr. Keber's counsel informing him that Mr. Keber's employment with
25
RDH would be terminated if he did not cure Dixie's breaches of the RDH Operating Agreement
26
within 14 days. Attached hereto as Exhibit 2 is a true and correct copy of the letter from our
27
28
4
DECLARATION OF MICHELLE SIDES IN SUPPORT OF DEFENDANT MEDICAL MARIJUANA, INC.'S REPLY
BRIEF RE PETITION TO COMPEL ARBITRATION AND APPOINT AN ARBITRATOR AND MOTION TO STAY
CASE NO. 37-2013-00058302-CU-BC-CTL
DOCS 1861172.1
22. I counsel. The letter was sent on behalf of MJNA as the majority and controlling member of 12D1-1.
11.
Six days after the letter was sent to Mr. Keber's counsel informing him that Mr.
3
Keber's employment with RINI would be terminated if he did not cure Dixie's breaches of the
4
5 RUH Operating Agreement, Dixie caused the instant Complaint to be filed. Prior to filing the
6 Complaint, Dixie had only mentioned the possibility of an arbitration process, as the Operating
Agreement of Roll requires arbitration for all disputes between members.
7
I declare under penalty of perjury of the laws of the State of California that the foregoing is
9
true and correct and that this declaration was executed on J, November 2013 at San Diego,
California.
10
liD
By:
Odle Sides
12
13
14
15
16
17
18
19
20
22
73
24
25
26
27
)8
5
DECLARATION OF MICHELLE SIDES IN SUPPOR r OF DEFENDANT MEDICAL MARIJUANA, INC.'S REPLY
BRIEF RE PETITION TO COMPEL ARBITRATION AND APPOINT AN ARBITRATOR AND MOTION To STAY
CASE No. 37-20I3-00058302-CH-13C-CTL
IX/CS 1861172.1
24. StnartWEB Jail
Page 1 of 1
Number of Inmate Records Returned: 1
Search Inmates
Last Name:
Keber
KEBER III, VINCENT MARIA (W / MALE / DOB: 6/4/19E
Status:
Released
Booking No:
BCS0133BN003207
First Name:
Middle Name:
Booking Date:
05/18/2013 23:52:19
Age On Booking Date: 44
Bond Amount:
Begin Booking Date:
Enlarge Photo
$5000.00
Address Given:
1301 WAZEE STREET Apt 2E DENVER,
End Booking Date:
CHARGES
STATUTE
Begin Release Date:
COURT CASE NUMBER
CI
[+] 13A-12-212 NEW (BALDWIN COUNTY SHERIFFS OFFICE) POSSESSION OF AC
[+] 13A-12-214 NEW (BALDWIN COUNTY SHERIFFS OFFICE) POSSESSION OF MAF
End Release Date:
Search For:
[Released Inmates Only
Sorted By:
Name
Order:
Ascending
iii
[ Submit [ Reset
Powered By:
k
CTSI:AAmerica -
http://bcsonline.co.baldwin.al.us/smartweb/jail.aspx
11/4/2013
26. Procopio, Cm,. Hargreaves and Savitch 11.P
525 B Street, Suite 2200
San Diego, CA 92101
'1% 619.238.1900
F. 619.235.0398
L-gProcopid
vamprocoplo.cam
S. Todd Neal
Direct 13ial: (619) 525-3890
todd.neal@procopiO.com
July 12, 2013
VIA E-MAIL (SLEVINE@MESSNER.COM AND RHINCKLEYOMESSNER.COM) AND
REGULAR MAIL
NOTICE OF INTENT TO TERMINATE EMPLOYMENT AGREEMENT OF
VINCENT M. KEBER, [II —DEMAND TO CURE BREACHES WITHIN 14 DAYS
Steve Levine
Robert Hinckley
Messner & Reeves, LLC
1430 Wynkoop Street, Suite 300
Denver, Colorado 80202
Re:
Red Dice Holdings, LLC
Dear Messrs. Levine and flinckley:
On behalf of Medical Marijuana, Inc. ("MJNA"), the majority and controlling member of
Red Dice Holdings, LLC ("RDH"). this letter constitutes formal notice of intent to terminate the
Employment Agreement between your client Vincent M. Keber, III and RDH. on July 26, 2013,
if the material breaches identified in this letter are not cured by that date:
1. Mr. Keber's Employment Agreement explicitly requires him to run RD11 in
accordance with RDII's Operating Agreement. Section 9.1 of RDIPs Operating
Agreement requires the "transfer of all Intellectual Property, equipment, supplies and
all tangible items of [Dixie Holdings, LLC a/k/a Dixie Elixirs] into [RD111" ... This
includes the requires transfer of the following domain names: dixietinctures.com:
dixiebotanicals.com: dixiescripts.com: and all other Dixie related web domains.
These domain names must be transferred to a RINI domain registrar that can be
accessed by RDH management. Additionally, the website dixieelixirs.com must
similarly be transferred to a RDli domain registrar that can be accessed by RDH
management.
2. To date, Mr. Keber has failed and refused to add Michelle Sides as an authorized
signatory to all RDH bank accounts. Further demand is made to add Ms. Sides as an
authorized signatory.
Sor,
1.X./CS 120497-000003/1796201:1
Cariscati-
Dcl
klat Haigats - Orange County
Stla:Lin tragey
Now.
27. Procopici
Steve Levine
Robert F. Hinckley
July 12, 2013
Page 2
3. Given that the "Dixie".brand of products is owned by RDH, Mr. Keber must cease
and desist from all public statements and press releases concerning the "Dixie" brand
of products unless he ohtains pre-approval fram R011 's Management Committee
regarding the content of /he statement. Additionally, Mr. Keber is advised that he is
not authorized to make any statements that purport to be made on behalf of MJNA.
4.
Mr. Keber must provide RDI-I with an estimated monthly budget in compliance with
section 9.10) of the RDH Operating Agreement.
5. Mr. Keber must provide RDI-1 with an updated business plan in compliance with
section 9.1(p) of the RD!" Operating Agreement.
6. Mr. Keber must provide RDI I with complete information regarding all suppliers that
CBD is being purchased from commencing from inception of RDH to the present,
including the name of the supplier, the dates of purchase, the products and amounts
purchased and the cost, in compliance with, inter cilia, section 9.1 (p) of the RUH
Operating Agreement.
7. Mr. Keber must provide RDI I with proof that all C13D purchases are compliant with
state and federal controlled substances laws. FDA regulations and COMP regulations.
Demand is hereby made for written evidence of compliance with Mr. Keber's obligations
as set forth in this letter on or belbre July 26, 2013. or else he will be terminated for cause.
Additionally, we remind Mr. Keber of his contractual obligation to refrain from making
any statement that is critical of RDI4 or its affiliates, including but not limited to MJNA and its
employees, agents, Consultants and shareholders. See Section 2(a) ofNon-Disclosuce, Non-
(.'ompete. Qmfidemiality Agreement dated April, 2012. Mr. Keber is further reminded of the
prohibition against diverting business opportunities away from RDI-I that is imposed upon him
by that same section.
Sincerely
7
S. Todd Neal
cc: Michelle Sides (via e-mail michellesidesescoivahoo.com )
1 XK'S 1 20497-0 0000 3 11796 2 01 I
28. a:7
wit
1
2
3
4
E
S. Todd Neal (Bar No. 174827)
Jamie L. Altman (Bar No. 280075)
PROCOPIO, CORY, HARGREAVES AND
SAVITCH LLP
525 B Street, Suite 2200
San Diego, CA 92101
Telephone: 619.238.1900
Facsimile: 619.235.0398
D
,.f.,pertor Court
'V 05 2013
By: A. SEAMONS, Deputy
5
6
Attorneys for Defendant
Medical Marijuana, Inc., a California Corporation
7
8
SUPERIOR COURT OF THE STATE OF CALIFORNIA
9
COUNTY OF SAN DIEGO
10
11
12
13
DIXIE HOLDINGS, LLC, a Colorado limited
liability company, derivatively on behalf of RED
DICE HOLDINGS, LLC, a California limited
liability company,
Plaintiff,
14
15
16
17
18
19
V.
MEDICAL MARIJUANA, INC., a California
corporation,
Defendant.
Case No. 37-2013-00058302-CU-BC-CTL
MEDICAL MARIJUANA, INC'S
OBJECTIONS TO EVIDENCE FILED
IN OPPOSITION TO VERIFIED
PETITION TO COMPEL
ARBITRATION AND APPOINT AN
ARBITRATOR AND MOTION TO
STAY
Date:
Time:
Dept:
Judge:
[Date]
[Time]
C-75
Richard E. L. Strauss
Complaint Filed: July 19, 2013
Trial Date:
Not Set
20
OBJECTIONS TO DECLARATION OF CHARLES K. SMITH
EVIDENTIARY
PAGE/LINE OBJECTIONS
22
I.
"I am the Chief Operating Officer for Red Page 1,112
Lacks foundation;
Dice Holdings, LLC ("Red Dice")."
23
hearsay; vague; Best
Evidence Rule. Mr.
24
Smith is a member of
Dixie Holdings, LLC
25
and provides services
to Red Dice Holdings,
26
LLC pursuant to a
27
Consulting Agreement.
2.
"Red Dice and PhytoSPHERE are two of the Page 2, ¶6
Lacks foundation;
28 eight "portfolio" companies listed on MJNA's
hearsay.
21
MEDICAL MARIJUANA, INC'S OBJECTIONS TO EVIDENCE FILED
CASE No. 37-2013-00058302-CU-BC-CTL
29. 1
2
3
4
5
6
7
8
9
10
11
website, despite MJNA's sale of PhytoSPHERE to
Cannavest Corp. in March of 2013."
3.
"In May 2012, MJNA, through its majority- Page 2,117
owned subsidiary PhytoSPHERE, began providing
cannabidiol ("CBD") to Red Dice in order for Red
Dice to begin developing products for market through
its innovative development of the CBD product. Over
the next year, PhytoSPHERE continued to provide
CBD to Red Dice and Red Dice continued to
development and manufacture legal hemp products in
accordance with its stated purpose."
4.
"Throughout this period of time, Red Dice Page 2, 18
continue to make demands to MJNA for its initial
capital contribution, 24,166,667 shares of MJNA
unrestricted common stock, in order to fund ongoing
operations; however, these demands were not met and
are the subject of the underlying lawsuit."
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
5.
"In
March
2013,
MJNA
"sold"
PhytoSPHERE's assets, including accounts
receivable, inventory, supply contracts and licensing
rights to Cannavest for $35,000,000.00 in Cannavest
stock. As a result MJNA will own approximately
thirty-two percent of Cannavest by the end of 2013."
6.
"The President and CEO of Cannavest is
Michael J. Mona, Jr. ("Mona"). Mona is a large stock
holder in MJNA and was MJNA's original Red Dice
Management Committee appointee. Mona was also
actively involved in the negotiation of the Red Dice
deal as a trusted advisor to MJNA's internal
management."
7.
"Prior to MJNA's "sale" of PhytoSPHERE's
assets to Cannavest in March 2013, MJNA made no
efforts to establish a written legal obligation
evidencing Red Dice's receipt of the CBD. In fact,
the most basic terms evidencing any obligation to
repay MJNA and PhytoSPHERE for the CBD, such as
a repayment schedule, interest rate, guaranties, etc.
were never established between Red Dice and
PhytoSPHERE."
8.
"Rather, it was implicitly agreed that once
MJNA made its capital contribution, which it
repeatedly claimed it was in the process of
completing, but has failed to do to date, Red Dice
Page 2, 19
Lacks foundation;
hearsay.
Lacks foundation;
hearsay; Best Evidence
Rule. See Ex. C to
declaration of Todd
Neal in support of
Petition — it was Dixie
Holdings, LLC that
made demands upon
MJNA.
Lacks foundation;
hearsay; irrelevant.
Page 2, 110
Lacks foundation;
vague; hearsay;
irrelevant.
Page 3, 112
Lacks foundation;
hearsay; irrelevant.
Page 3, 113
Lacks foundation;
hearsay.
MEDICAL MARIJUANA, INC'S OBJECT ONS TO EVIDENCE FILED
CASE No. 37-2013-00058302-CU-BC-CTL
DOCS 120497-000003/1861265.1
30. 1
2
3
4
5
6
would repay any amounts owing to PhytoSPHERE for
the CBD."
9.
"To date, without ever making a single capital Page 3, '1116
contribution, MJNA has actually started selling a
competing CBD product based on Red Dice's
intellectual property through another of its portfolio
companies, while attempting to bankrupt Red Dice
through the collection efforts of its affiliate company
in the Cannavest Action."
Lacks foundation;
argumentative;
impermissible opinion.
7
8
DATED: November 4, 2013
9
PROCOPIO, CORY, HARGREAVES AND
SAVITCH LLP
10
11
S. Todd Neal (Bar No. 174827)
Jamie L. Altman (Bar No. 280075)
Attorneys for Defendant
Medical Marijuana, Inc., a California
Corporation
13
14
15
16
17
18
19
20
21
-Y)
23
25
26
7
78
3
MEDICAL MARIJUANA, INC'S OBJECTIONS TO EVIDENCE FILED
CASE No. 37-2013-00058302-CU-BC-CTL
DOCS 120497-000003/1861265.1