Razaghi v. Razaghi Development Company, LLC, No. 2:2018cv01622 - Document 247 (D. Nev. 2024)
Court Description: ORDER Granting 246 Amended Pretrial Order. Calendar Call set for 9/17/2024 at 09:00 AM in LV Courtroom 7D before Judge Gloria M. Navarro. Jury Trial set for 9/23/2024 at 08:30 AM in LV Courtroom 7D before Judge Gloria M. Navarro. Signed by Judge Gloria M. Navarro on 3/19/2024. (Copies have been distributed pursuant to the NEF - ALZ)
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10001 Park Run Drive Las Vegas, Nevada 89145 (702) 382-0711 FAX: (702) 382-5816 MARQUIS AURBACH Razaghi v. Razaghi Development Company, LLC Doc. 247 1 Marquis Aurbach Phillip S. Aurbach, Esq. 2 Nevada Bar No. 1501 Collin M. Jayne, Esq. 3 Nevada Bar No. 13899 10001 Park Run Drive 4 Las Vegas, Nevada 89145 Telephone: (702) 382-0711 5 Facsimile: (702) 382-5816 paurbach@maclaw.com 6 cjayne@maclaw.com Attorneys for Plaintiffs 7 UNITED STATES DISTRICT COURT 8 DISTRICT OF NEVADA 9 KORY RAZAGHI, an individual, Case Number: 10 ATTENTUS L.L.C., a Nevada Limited2:18-cv-01622-GMN-NJK Liability Company, 11 Plaintiffs, 12 AMENDED JOINT PRETRIAL ORDER vs. 13 AHMAD RAZAGHI, an individual; 14 MANUEL MORGAN, an individual; and RAZAGHI DEVELOPMENT COMPANY, 15 LLC, an Arizona Limited-Liability Company; 16 Defendants. 17 After pretrial proceedings in this case, 18 19 20 21 22 23 24 25 26 27 IT IS ORDERED: I. NATURE OF THE ACTION AND THE PARTIES’ CONTENTIONS This case involves claims by Plaintiffs Kory Razaghi (“Kory”) and Attentus L.L.C. (“Attentus”) (jointly, “Plaintiffs”) against Defendants Ahmad Razaghi and Razaghi Development Company, LLC (“RDC”) (jointly, the “Ahmad Defendants”) and Manuel Morgan (“Manuel”) (collectively, with the Ahmad Defendants, the “Defendants”), concerning (i) a 2013 settlement agreement (the “Settlement Agreement”) arising out of disputes relating to a business that provided services to a hospital on the Navajo Nation; and (ii) a “bonus” payment to which Plaintiffs claim they were entitled. Page 1 of 18 MAC:13437-006 5359340_5 3/15/2024 4:59 PM Dockets.Justia.com 1 Plaintiffs’ claims for relief include (a) Breach of the Implied Covenant of Good Faith 2 and Fair Dealing related to the 2013 settlement agreement, (b) unjust enrichment related to 3 the bonus paid prior to the settlement agreement, (c) intentional interference with contract 4 (the MMA Operating Agreement), and (d) alter ego. 5 A. 6 In 2006, brothers Kory and Ahmad formed Attentus. Attentus and Manuel, a Navajo PLAINTIFFS’ CONTENTIONS 7 citizen, formed M. Morgan & Associates, LLC (“MMA”), for which Attentus was the sole 8 manager. MMA entered into a contract with Sage Memorial Hospital (“Sage”) in the 9 Navajo Nation, by which MMA would render a multitude of management services, and 10 which contemplated development of a new hospital. Several years later, Sage executed a 10001 Park Run Drive Las Vegas, Nevada 89145 (702) 382-0711 FAX: (702) 382-5816 MARQUIS AURBACH 11 separate contract with one of Ahmad’s entities, through which Ahmad served as CEO of 12 Sage. Around this time, the brothers had a falling out and Kory sued Ahmad in a prior case. 13 Kory and Ahmad signed a Settlement Agreement resolving the prior case providing that, 14 among other things, Kory was to receive 1/6 of all future fees for development or 15 management services that Sage paid to Ahmad or any entity controlled by him. Kory’s 16 expectation was that he would receive a 1/6 share of any payments for services that were 17 substantially similar to those provided under the contract between Sage and MMA. In 18 exchange, Kory agreed he was not entitled to funds received pursuant to a separate contract 19 for Ahmad to serve as CEO of Sage. 20 Kory and Attentus, the sole manager of MMA, filed this case when it was discovered 21 that Defendants had received payments from Sage for management and development 22 services, but had orchestrated a manner of receiving those payments so as to avoid the 23 Settlement Agreement’s express requirement that such fees be shared with Kory. Plaintiffs 24 allege that Defendants breached their implied covenant of good faith and fair dealing 25 implicit in the Settlement Agreement in this manner. 26 Second, Plaintiffs contend that they conferred benefits on Sage in the form of 27 management services provided in the course of MMA’s work for Sage, from which Page 2 of 18 MAC:13437-006 5359340_5 3/15/2024 4:59 PM 1 Defendants derived a benefit in the form of a $1,842,549 “bonus payment.” Defendants 2 accepted and retained the benefit of Plaintiffs’ work in providing these management 3 services, and Ahmad concealed the existence of this bonus so as to avoid sharing it with 4 Kory in the settlement of the prior case. It would be inequitable for Defendants to retain this 5 benefit without paying Plaintiffs what they are justly owed from their work. 6 Third, Plaintiffs contend that Defendants interfered with the MMA operating 7 agreement by diverting the $1,842,549 “bonus” payment away from MMA for the purposes 8 of concealing the payment from Plaintiffs and preventing MMA and Attentus from 9 distributing those funds to Kory. 10 Finally, Plaintiffs contend that Defendants furthered the above deceit and 10001 Park Run Drive Las Vegas, Nevada 89145 (702) 382-0711 FAX: (702) 382-5816 MARQUIS AURBACH 11 concealment of funds from Plaintiffs by transferring funds between entities that are in fact 12 alter egos of Ahmad, and that the law should not permit Ahmad to use the corporate fiction 13 to avoid his obligations to Plaintiffs. 14 B. 15 A non-exhaustive summary of Defendants’ factual contentions are as follows: 16 In 2005, Ahmad invited his brother (Kory) to form a business with him for the DEFENDANTS’ CONTENTIONS 17 purpose of working in the indigenous healthcare space. They formed Attentus. Attentus 18 then partnered with Manuel to form MMA. 19 MMA entered into a contract with Sage on February 7, 2007, as well as a first 20 addendum on March 13, 2007 (the “First Addendum”), and a second addendum on March 21 11, 2009 (the “Second Addendum”) (collectively, the “Sage/MMA Contract”). Under the 22 Sage/MMA Contract, MMA was hired to develop a new hospital and, subsequently, to 23 provide professional management services to improve the financial and operational 24 problems at the for the purpose of getting that hospital into a financial condition where a 25 new hospital could be developed by Sage. During this timeframe, Ahmad began serving as 26 the CEO of Sage and took over management of the Sage Hospital. Neither MMA, Manuel, 27 Attentus, nor Kory were entitled to any of Ahmad’s compensation related to his CEO duties. Page 3 of 18 MAC:13437-006 5359340_5 3/15/2024 4:59 PM 1 Indeed, Ahmad was a party to the Second Addendum, which confirmed that Ahmad had 2 taken over management of Sage and that he alone was entitled to the compensation 3 (including bonuses) arising from that role. 4 On March 18, 2011, Sage entered into a “CEO Services Contract” with non-party 5 Razaghi Healthcare, LLC (“RH-AZ”), which is a separate entity formed by Ahmad. The 6 CEO Services Contract provided that RH-AZ would (i) serve as the CEO of Sage and 7 dedicate the services of Ahmad to be Sage’s CEO, and (ii) manage the affairs of Sage. The 8 range of services RH-AZ provided to Sage pursuant to the CEO Services Contract were 9 extremely broad. Among other services, the CEO Services Contract required RH-AZ to 10 “manage[] the Sage Memorial Hospital facilities” and “[p]lan[], organize[], direct[] and 10001 Park Run Drive Las Vegas, Nevada 89145 (702) 382-0711 FAX: (702) 382-5816 MARQUIS AURBACH 11 control[] overall healthcare operations for Sage Memorial Hospital.” The CEO Services 12 Contract also entitled RH-AZ to bonuses. 13 Around this same time, the business relationship between Ahmad, Kory, and Manuel 14 deteriorated. In 2011, Kory filed a civil action in Nevada state court relating to the 15 Sage/MMA Contract, the CEO Services Contract, and other business dealings among them 16 (the “2011 Lawsuit”). 17 Kory’s 2011 Lawsuit was ultimately resolved through a Settlement Agreement, 18 which was fully signed by all parties on January 11, 2013. The Settlement Agreement, by 19 its express terms, resolved all disputes among Ahmad, Kory, and Manuel, and contained a 20 broad and comprehensive release provision of all claims, whether “known or unknown,” 21 among the parties. Through the Settlement Agreement, Kory received substantial financial 22 benefits; including: (i) one-sixth of the remaining payments from Sage under the 23 Sage/MMA Contract, which amounted to nearly $150,000; (ii) forgiveness of a $150,000 24 home loan from Ahmad; and (iii) complete ownership of Attentus and its assets. For 25 example, Attentus owned Attentus Provider Group (“APG”), which was paid substantial 26 sums of money after the Settlement Agreement—including compensation from lawsuits and 27 arbitrations that APG initiated (through Kory) after the Settlement Agreement was executed. Page 4 of 18 MAC:13437-006 5359340_5 3/15/2024 4:59 PM 1 It is estimated that Kory received millions of dollars in value as a result of the Settlement 2 Agreement. 3 Under Paragraph 1.7 of the Settlement Agreement, Kory was also entitled to one- 4 sixth of any future contract that included substantially the same services as the Sage/MMA 5 Contract, but, importantly, this paragraph expressly stated that it “shall not apply to the 6 contract for AHMAD to serve as CEO of SAGE.” Additionally, Paragraph 1.8 of the 7 Settlement Agreement reaffirmed that Kory would have no entitlement to any contract under 8 which Ahmad served as CEO of Sage, stating: “Nothing in this AGREEMENT shall affect 9 or give KORY any rights with respect to any contract pursuant to which AHMAD serves as 10 the chief executive officer of SAGE.” In combination, those two provisions unambiguously 10001 Park Run Drive Las Vegas, Nevada 89145 (702) 382-0711 FAX: (702) 382-5816 MARQUIS AURBACH 11 foreclosed Kory from asserting any future claims to the Ahmad Defendants’ receiving 12 payments under the CEO Services Contract or any CEO contract with Sage. 1 13 Following the execution of the Settlement Agreement, Kory ceased doing any work 14 for Sage (in fact, he ceased doing any work for Sage in October 2010). He nonetheless 15 received one-sixth of the payments made by Sage under the Sage/MMA Contract—his share 16 of which amounted to $147,253.68—until the Sage/MMA Contract expired by its own terms 17 on September 30, 2013. Meanwhile, pursuant to the same CEO Services Contract, RH-AZ 18 and, then RDC, continued to serve as CEO of Sage until 2018. 19 Based on the financial successes achieved by Sage under Ahmad’s leadership and 20 management as its CEO, on September 28, 2012, Sage paid RH-AZ a bonus in the amount 21 of $1,842,549.97 (the “Bonus Payment”) under the CEO Services Contract, which payment 22 was deposited into RH-AZ’s account on October 5, 2012. Ahmad told Kory about the 23 Bonus Payment and the approximate amount. 24 25 26 27 1 Plaintiffs had been provided with a copy of the CEO Services Contract prior to the execution of the Settlement Agreement. Page 5 of 18 MAC:13437-006 5359340_5 3/15/2024 4:59 PM 1 The CEO Services Contract was amended on May 17, 2013, and June 16, 2017, to 2 extend the term of the agreement and make other minor changes, but the services and 3 responsibilities that the Ahmad Defendants were required to provide under the amendments 4 did not materially change. Since the expiration of the Sage/MMA Contract, every payment 5 that Sage made to RDC or Ahmad was made under the CEO Services Contract, as amended, 6 and thus under the express terms of the Settlement Agreement, Kory had no entitlement—or 7 any reasonable expectation of entitlement—to any of those payments. 8 A non-exhaustive summary of Defendants’ legal contentions are as follows: 10001 Park Run Drive Las Vegas, Nevada 89145 (702) 382-0711 FAX: (702) 382-5816 MARQUIS AURBACH 9 Plaintiffs’ implied covenant claim fails because, under the Settlement Agreement, 10 Plaintiffs expressly agreed that they had no right to any fees paid pursuant to the 11 CEO Services Contract or as to any other contract pursuant to which Ahmad served 12 as the CEO of Sage. All fees paid by Sage, both pre and post Settlement 13 Agreement, were paid to the Ahmad Defendants pursuant to the CEO Services 14 Contract. 15 Plaintiffs’ implied covenant claim fails because: (i) Plaintiffs have no competent 16 evidence of damages; and (ii) Plaintiffs have no competent evidence to demonstrate 17 that any fees paid under the CEO Services Contract “were for management services 18 like those bargained for in the Sage/MMA Contract” and that those management 19 services were “not encompassed within the original CEO Services Contract.” 2 20 Plaintiffs lack standing to assert claims related to the Bonus Payment. 21 Through the Settlement Agreement, Plaintiffs released any claims relating to the 22 Bonus Payment. 23 Through the Settlement Agreement, Plaintiffs released any claims relating to 24 payments from Sage to the Ahmad Defendants under the CEO Services Contract. 25 26 27 2 ECF No. 150, at 19. Page 6 of 18 MAC:13437-006 5359340_5 3/15/2024 4:59 PM 1 2 cannot be accurate under any theory; specifically, and notwithstanding the lack of 3 merit to their claims, they could at best be entitled to only one-sixth of the Bonus 4 Payment (the percentage of compensation Kory received pursuant to the terms of the 5 Attentus Operating Agreement). 6 7 8 10001 Park Run Drive Las Vegas, Nevada 89145 (702) 382-0711 FAX: (702) 382-5816 9 MARQUIS AURBACH Plaintiffs’ contention that they are entitled to all of the Bonus Payment simply The Ahmad Defendants did not have a duty to disclose the Bonus Payment (irrespective of the fact that they did) to Kory or anyone else. Plaintiffs must first have pled, and then must prove, fraudulent concealment to rescind the release contained in Settlement Agreement and cannot do so because: (i) 10 the Ahmad Defendants did not have a duty to disclose the Bonus Payment; (ii) the 11 Ahmad Defendants did not intentionally conceal the Bonus Payment with an intent 12 to defraud Plaintiffs; (iii) as a matter of law, Plaintiffs must return the consideration 13 they received under the Settlement Agreement to obtain rescission and cannot do so; 14 and (iv) Plaintiffs cannot partially rescind the release. 15 16 Plaintiffs’ claims relating to the Bonus Payment are barred by the statute of limitations. 17 Plaintiffs’ unjust enrichment claim fails because: (i) there are written agreements 18 concerning the business relationships; (ii) Plaintiffs cannot demonstrate they 19 conferred a benefit on the Ahmad Defendants; and (iii) non-party RH-AZ received 20 the Bonus Payment, not the Ahmad Defendants. 21 22 23 Plaintiffs’ intentional interference claim fails because there is no evidence that Ahmad disrupted any term of the MMA Operating Agreement. Plaintiffs’ alter ego claim fails because they have no evidence that: (i) there is a 24 unity of interest between Ahmad and RDC; and (ii) adhering to the corporate fiction 25 would promote injustice. 26 27 Page 7 of 18 MAC:13437-006 5359340_5 3/15/2024 4:59 PM 1 II. STATEMENT OF JURISDICTION 2 This Court has jurisdiction over Plaintiffs’ claims pursuant to 28 U.S.C. §§ 1332 and 3 1367. Personal jurisdiction and subject matter jurisdiction in this Court are also specifically 4 stipulated to in the Settlement Agreement. 5 III. STATEMENT OF ADMITTED FACTS 6 The following relevant facts are admitted by the parties and require no proof. 7 1. Kory is the younger brother of Ahmad. 8 2. In 2006, Kory and Ahmad formed Plaintiff Attentus, LLC (“Attentus”). 9 3. Kory and Ahmad were co-managing members of Attentus until the execution 10 of the Settlement Agreement. 10001 Park Run Drive Las Vegas, Nevada 89145 (702) 382-0711 FAX: (702) 382-5816 MARQUIS AURBACH 11 4. Attentus and Manuel Morgan (“Manuel”), a member of the Navajo Nation, 12 formed M. Morgan & Associates, LLC (“MMA”). 13 5. MMA’s primary purpose was to secure development contracts in the Navajo 6. Attentus and Morgan entered into an operating agreement concerning MMA 14 Nation. 15 16 (the “MMA Operating Agreement”). 17 7. On February 7, 2007, MMA entered into a Development and Investment 18 Banking Contract (the “Initial Development Contract”) with Navajo Health Foundation – 19 Sage Memorial Hospital (“Sage”). 20 8. The purpose of the Initial Development Contract was to develop and build a 21 new hospital for Sage. 22 9. MMA determined that Sage’s finances needed to be stabilized before the 23 development of a new hospital could proceed. 24 10. On March 13, 2007, MMA and Sage entered into an Addendum to the 25 Development Contract (the “First Addendum”). 26 11. The First Addendum extended the date of the Initial Development Contract 27 from March 13, 2007, to March 13, 2010. Page 8 of 18 MAC:13437-006 5359340_5 3/15/2024 4:59 PM 1 12. In July 2008, Attentus formed Attentus Provider Group, LLC (“APG”). 2 13. On March 11, 2009, MMA and Sage entered into a Second Addendum to the 3 Initial Development Contract (the “Second Addendum,” collectively, with the Initial 4 Development Contract and the First Addendum, the “Sage/MMA Contract”). 5 14. The Second Addendum extended the end date of the First Addendum from 6 March 13, 2010, to September 30, 2013. 7 15. On October 16, 2010, Ahmad sent Kory and Manuel an email stating that he 8 would like to meet to discuss dissolving MMA, Attentus, and APG. 9 16. On March 18, 2011, Sage signed a CEO Services Agreement . 10 17. On April 21, 2011, Kory filed a lawsuit against Ahmad, Manuel, and others 10001 Park Run Drive Las Vegas, Nevada 89145 (702) 382-0711 FAX: (702) 382-5816 MARQUIS AURBACH 11 (the “2011 Lawsuit”). 12 18. On October 5, 2012, Sage issued a check for $1,842,549 (the “Bonus 13 Payment”). 14 19. On January 11, 2013, Kory, Attentus, APG, Ahmad, RDC, Razaghi 15 Healthcare, LLC (“RH-AZ”), an Arizona limited liability company, and Manuel (among 16 others) executed a Settlement Agreement (the “Settlement Agreement”). 17 IV. STATEMENT OF UNCONTESTED FACTS 18 The following facts, though not admitted, will not be contested at trial by evidence to 19 the contrary: Not applicable. 20 V. STATEMENT OF CONTESTED ISSUES OF FACT 21 The following are the primary (but non-exhaustive) list of issues of fact to be tried 22 and determined at trial: 23 24 25 26 A. CONTESTED ISSUES OF FACT AS AGREED UPON BY THE PARTIES 1. Whether Kory knew or should have known that he had a claim to a portion of the Bonus Payment on or before June 20, 2014 (four years prior to the filing of the initial 27 Page 9 of 18 MAC:13437-006 5359340_5 3/15/2024 4:59 PM 1 Complaint in this case) or January 2, 2015 (four years prior to the filing of the Second 2 Amended Complaint). 3 2. Whether Ahmad interfered with the performance of the MMA Operating 4 Agreement. 5 6 7 8 9 10 10001 Park Run Drive Las Vegas, Nevada 89145 (702) 382-0711 FAX: (702) 382-5816 MARQUIS AURBACH 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 B. PLAINTIFFS’ STATEMENT OF ADDITIONAL CONTESTED ISSUES OF FACT 1. Whether Kory had a justifiable expectation that Defendants would pay him one-sixth of fees for management services and development services paid to Ahmad or any entity owned or controlled by him after the Sage Contract expired on September 30, 2013. 2. Whether any fees paid to Ahmad or his entities after the expiration of the Sage/MMA Contract were for management services substantially similar to those bargained for in the Sage/MMA Contract. 3. The amount of fees Defendants, or entities owned or controlled by them, received after September 30, 2013 for services substantially similar to those provided under the Sage Contract and its amendments. 4. Whether the basis for the Bonus Payment was as compensation for any services that had been provided by MMA. 5. Whether Ahmad directed Sage to deliver the Bonus Payment to an entity other than MMA in order to circumvent distribution of the funds pursuant to the MMA operating agreement. 6. Whether Ahmad concealed the existence of the $1,842,549 bonus payment from Kory during negotiations of the Settlement Agreement. 7. Whether Plaintiffs conferred a benefit on Defendants for which Defendants received compensation and Plaintiffs did not. 8. Whether Razaghi Development Company, Razaghi Healthcare, and Strategic Healthcare Investments are alter egos of Ahmad Razaghi 27 Page 10 of 18 MAC:13437-006 5359340_5 3/15/2024 4:59 PM 1 2 3 4 5 6 7 8 9 10 10001 Park Run Drive Las Vegas, Nevada 89145 (702) 382-0711 FAX: (702) 382-5816 MARQUIS AURBACH 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 C. DEFENDANTS’ STATEMENT OF ADDITIONAL CONTESTED ISSUES OF FACT 1. Whether Kory had a justifiable expectation under the Settlement Agreement that Defendants would pay him one-sixth of fees for management services and development services paid under the CEO Services Contract (including its amendments) after the Sage Contract expired on September 30, 2013. 2. The nature of the services provided by MMA or MRH to Sage: (i) prior to the execution of the Settlement Agreement; (ii) at the time of the execution of the Settlement Agreement; and (iii) after the execution of the Settlement Agreement. 3. The nature of the services provided by RH-AZ or RDC to Sage: (i) prior to the execution of the Settlement Agreement; (ii) at the time of the execution of the Settlement Agreement; and (iii) after the execution of the Settlement Agreement. 4. Whether any fees paid under the CEO Services Contract “were for management services like those bargained for in the Sage/MMA Contract” and that those management services were “not encompassed within the original CEO Services Contract.” 5. Whether the basis of the Bonus Payment was, at the time of the Settlement Agreement, for any services that had been provided by MMA. 6. Whether Ahmad caused Sage to direct the Bonus Payment to RH-AZ instead of MMA. 7. Whether Ahmad told Kory about the Bonus Payment before the execution of the Settlement Agreement. 8. VI. Whether the Ahmad Defendants received the Bonus Payment. STATEMENT OF CONTESTED ISSUES OF LAW The following are the primary (but non-exhaustive) list of issues of law to be tried and determined at trial: A. CONTESTED ISSUES AS AGREED UPON BY THE PARTIES 1. Breach of the Implied Covenant of Good Faith and Fair Dealing Page 11 of 18 MAC:13437-006 5359340_5 3/15/2024 4:59 PM 1 2 a. good faith and fair dealing as to the Settlement Agreement. 3 4 b. c. Whether Plaintiffs are entitled to damages related to their claim for 6 breach of the implied covenant of good faith and fair dealing. 7 2. 8 9 11 Bonus Payment Claims a. Whether the release provision in the Settlement Agreement bars Plaintiffs’ claims concerning the Bonus Payment. 10 10001 Park Run Drive Las Vegas, Nevada 89145 (702) 382-0711 FAX: (702) 382-5816 Whether Plaintiffs’ justified expectations under the Settlement Agreement were denied. 5 MARQUIS AURBACH Whether the Ahmad Defendants breached the implied covenant of b. 3. Whether Plaintiffs’ claims are barred by the statute of limitations. Unjust Enrichment (Bonus Payment) 12 a. Whether Plaintiffs conferred benefits on the Ahmad Defendants. 13 b. Whether the acceptance and retention by the Ahmad Defendants of 14 any benefits conferred by the Plaintiffs is inequitable. 15 4. 16 17 Intentional Interference with Contractual Relations a. Whether Ahmad engaged in intentional acts intended or designed to disrupt the MMA Operating Agreement. 18 b. Whether the MMA Operating Agreement was actually disrupted. 19 c. Whether Plaintiffs suffered damages. 20 5. Alter Ego 21 a. Whether Ahmad influenced and governed RDC. 22 b. Whether there is such unity of interest and ownership that Ahmad is 23 24 25 inseparable from RDC. c. Whether the adherence to the corporate fiction of a separate entity would, under the circumstances, sanction fraud or promote injustice. 26 27 Page 12 of 18 MAC:13437-006 5359340_5 3/15/2024 4:59 PM 1 2 3 4 5 6 7 8 9 10 10001 Park Run Drive Las Vegas, Nevada 89145 (702) 382-0711 FAX: (702) 382-5816 MARQUIS AURBACH 11 12 13 B. PLAINTIFFS’ STATEMENT OF ADDITIONAL CONTESTED ISSUES OF LAW 1. Whether Kory is entitled to damages (under any theory asserted) related to the $1,842,549 bonus payment regardless of the release in the Settlement Agreement due to Ahmad’s concealment of the bonus payment during negotiations of that contract. 2. Whether the release in the Settlement Agreement can be voided separately from the rest of the Settlement Agreement pursuant to the severability clause therein. 3. Whether Attentus, as manager of MMA, can pursue claims on MMA’s 4. Even if no benefit was conferred on Defendants, whether Defendants have behalf. and retain benefits which in equity and good conscience belong to Plaintiff. C. DEFENDANTS’ STATEMENT OF ADDITIONAL CONTESTED ISSUES OF LAW 1. Breach of the Implied Covenant of Good Faith and Fair Dealing 14 a. 15 damages. 16 b. 17 2. Whether Plaintiffs can offer competent evidence of their alleged Whether the statute of limitations bars Plaintiffs’ claims. Bonus Payment Claims 18 a. 19 Payment. 20 b. Whether Plaintiffs have standing to assert claims related to the Bonus Whether Plaintiffs can assert that they are entitled to more than one- 21 sixth of the Bonus Payment. 22 3. 23 24 Unjust Enrichment (Bonus Payment) a. Whether the existence of written agreements (e.g., the Attentus Operating Agreement) bars a claim for unjust enrichment. 25 b. 26 by the Plaintiffs. 27 4. Whether the Ahmad Defendants appreciated any benefits conferred Intentional Interference with Contractual Relations Page 13 of 18 MAC:13437-006 5359340_5 3/15/2024 4:59 PM 1 a. 2 doctrine. 3 VII. EXHIBITS 4 See Exhibit 1 (Plaintiffs’ Pretrial Disclosures) and Exhibit 3 (Defendants’ Pretrial Whether Plaintiffs’ claim is barred by the intra-corporate conspiracy 5 Disclosures). 6 1. As to the following exhibits, the party against whom they will be offered 7 objects on the grounds stated: See Exhibit 2 (Plaintiffs’ Objections to Defendants’ Pretrial 8 Disclosures) and Exhibit 4 (Defendants’ Objections to Plaintiffs’ Pretrial Disclosures).. 9 2. Electronic Evidence: The parties reserve the right to present electronic 10 evidence for purposes of jury deliberations or for demonstrative purposes only. 10001 Park Run Drive Las Vegas, Nevada 89145 (702) 382-0711 FAX: (702) 382-5816 MARQUIS AURBACH 11 3. Depositions: See Exhibit 1 (Plaintiffs’ Pretrial Disclosures) and Exhibit 3 12 (Defendants’ Pretrial Disclosures). 13 VIII. WITNESSES WHO MAY BE CALLED BY THE PARTIES AT TRIAL: 14 1. 15 Plaintiffs’ witnesses: a. Kory Razaghi c/o Phillip S. Aurbach, Esq. and Collin M. Jayne, Esq. Marquis Aurbach 10001 Park Run Drive Las Vegas, Nevada 89145 b. Ahmad Razaghi c/o Dennis L. Kennedy, Esq. and Paul C. Williams, Esq. Bailey Kennedy 8984 Spanish Ridge Avenue Las Vegas, Nevada 89148 c. Michael Katigbak 47 Nightshade Court Henderson, NV 89074 d. Plaintiffs reserve the right to call any of the Defendants’ listed 16 17 18 19 20 21 22 23 24 25 witnesses. 26 27 2. Defendants’ witnesses: a. Ahmad Razaghi Page 14 of 18 MAC:13437-006 5359340_5 3/15/2024 4:59 PM 1 c/o Dennis L. Kennedy, Esq. and Paul C. Williams, Esq. Bailey Kennedy 8984 Spanish Ridge Avenue Las Vegas, Nevada 89148 2 3 4 b. Allen Billings c/o Dennis L. Kennedy, Esq. and Paul C. Williams, Esq. Bailey Kennedy 8984 Spanish Ridge Avenue Las Vegas, Nevada 89148 c. Stenson Wauneka c/o Dennis L. Kennedy, Esq. and Paul C. Williams, Esq. HC58 Box 90, Unit 43 Ganado, Arizona 86505 d. Kory Razaghi c/o Phillip S. Aurbach, Esq. and Collin M. Jayne, Esq. Marquis Aurbach 10001 Park Run Drive Las Vegas, Nevada 89145 e. Franklin Hoover 4813 W. Calle Don Alberto Tucson, Arizona, 85757-1424 f. Todd McGeee c/o Bailey Kennedy, LLP 8984 Spanish Ridge Avenue Las Vegas, Nevada 89148 g. Tausif Hasan c/o Bailey Kennedy, LLP 8984 Spanish Ridge Avenue Las Vegas, Nevada 89148 h. Defendants reserve the right to call any witnesses listed by the 5 6 7 8 9 10 10001 Park Run Drive Las Vegas, Nevada 89145 (702) 382-0711 FAX: (702) 382-5816 MARQUIS AURBACH 11 12 13 14 15 16 17 18 19 20 21 22 Plaintiffs. 23 IX. MOTIONS IN LIMINE 24 1. 25 X. TRIAL DATES: 26 The Court previously set the case for jury trial on a stacked calendar on September No motions in limine have been filed to date. 27 23, 204 at 8:30 a.m., with a calendar call held on September 17, 2024, at 9:00 a.m. Page 15 of 18 MAC:13437-006 5359340_5 3/15/2024 4:59 PM 1 XI. TIME FOR TRIAL. 2 It is estimated that the trial will take a total of 10 days. 3 APPROVED AS TO FORM AND CONTENT: 4 Dated this 15th day of March, 2024. Dated this 15th day of March, 2024 5 BAILEY KENNEDY MARQUIS AURBACH 6 7 8 9 10 10001 Park Run Drive Las Vegas, Nevada 89145 (702) 382-0711 FAX: (702) 382-5816 MARQUIS AURBACH 11 12 By: /s/ Paul Williams Dennis L. Kennedy, NV Bar No. 1462 Paul C. Williams, NV Bar No. 12524 ROTHSTEIN DONATELLI LLP Richard W. Hughes (pro hac vice) Donna M. Connolly (pro hac vice) Attorneys for Defendants Ahmad Razaghi and Razaghi Development Company, LLC By: /s/ Collin Jayne Phillip S. Aurbach, Esq. Nevada Bar No. 1501 Collin M. Jayne, Esq. Nevada Bar No. 13899 10001 Park Run Drive Las Vegas, Nevada 89145 Attorneys for Plaintiffs 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 Page 16 of 18 MAC:13437-006 5359340_5 3/15/2024 4:59 PM 1 2 CERTIFICATE OF SERVICE I hereby certify that I electronically filed the foregoing AMENDED JOINT 3 PRETRIAL ORDER with the Clerk of the Court for the United States District Court by 4 using the court’s CM/ECF system on the 15th day of March, 2024. 5 I further certify that all participants in the case are registered CM/ECF users 6 and that service will be accomplished by the CM/ECF system. 7 I further certify that some of the participants in the case are not registered 8 CM/ECF users. I have mailed the foregoing document by First-Class Mail, postage prepaid, 9 or have dispatched it to a third party commercial carrier for delivery within 3 calendar days 10 to the following non-CM/ECF participants: 10001 Park Run Drive Las Vegas, Nevada 89145 (702) 382-0711 FAX: (702) 382-5816 MARQUIS AURBACH 11 N/A 12 13 14 /s/ Collin Jayne An employee of Marquis Aurbach 15 16 17 18 19 20 21 22 23 24 25 26 27 Page 18 of 18 MAC:13437-006 5359340_5 3/15/2024 4:59 PM
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