Escolar Documentos
Profissional Documentos
Cultura Documentos
WILLIAM P. CORGAN,
1
1
1
1
Plaintiff,
W
<,*
r
4 *r t
cn>
CD
ch
j
v.
-T
>)*
3 ;
.3
CO
<r>
CO
T]
p"
m
)
)
)
)
)
In conjunction with the filing of this action and plaintiffs pending motion for a
temporary injunction, plaintiff moved for and obtained permission from the Court to serve
discovery requests on defendants to be answered on an expedited basis.
2.
The Court denied plaintiffs companion request also to depose Mrs. Carter and a
Tuesday, October 18, 2016, and produced in excess o f 17,000 pages of documents to plaintiff,
which are currently being reviewed and assessed.
00019544
4.
True and correct copies o f the discovery responses of Mrs. Salinas and Impact
Whether Impact Ventures is insolvent or not is a central issue in this litigation, and
Accordingly Mrs. Salinas and Impact Ventures were asked to admit -- but both
denied that Impact Ventures is insolvent as that term is used in Section 7(e)(i) of the Pledge
Agreement at issue in this action. (See Exhs A & B, Request for Admission No. 1).
7.
The only interrogatory propounded to Mrs. Salinas and Impact Ventures required
them, with respect to any denial of a request to admit, to state the factual basis for each such
response, identify all documents relating to or supporting each such response, and identify all
witnesses having personal knowledge o f the facts included in each such response. (See Exhs. A
& B, Interrogatory No. 1).
8.
With respect to their denial of the request to admit that Impact Ventures is insolvent,
Mrs. Salinas and Impact Ventures gave identical answers that simply stated that Impact Ventures
is not insolvent and that Impact Ventures assets are of greater value than its debt. (Id ).
Contrary to the requirements of the interrogatory, no factual basis was given for that assertion and
no supporting documents or witnesses were identified.
9.
Plaintiff is not able to take a deposition prior to the temporary injunction hearing
will be left to guess as to the basis for defendants claim that Impact Ventures is not insolvent until
defendants file their response brief and countervailing proof on Monday, October 24, 2016, just
over 48 hours prior to the hearing.
11.
At that point, plaintiff will have just over 24 hours to respond to defendants
assertions and marshal countervailing proof, because plaintiffs reply is due on Tuesday, October
25, 2016.
12.
Accordingly, plaintiff requests that Mrs. Salinas and Impact Ventures be required
to supplement their interrogatory responses on the insolvency issue to provide all o f the
information requested therein by 12:00 p.m. on Friday, October 21.
Based on the foregoing, plaintiff respectfully submits that this motion should be granted.
Resoectfullv submitted.
CERTIFICATE OF SERVICE
1 certify that a true and correct copy o f the foregoing has been served via email the
following persons this 19rtl of October, 2016:
Travis Parham
Blake Roth
Mark Peters
W aller Landsen D ortch & D avis , LLP
511 Union Street, Suite 2700
Nashville, Tennessee 37219
Travis.Parham@wal lcrlaw.com
Blake.Rolh@wallcrlaw.com
Mark.Peters@wallcrlaw.com
Counsel fo r Defendants
I
Plaintiff,
II
v.
Case No. 16-1088-III i
IMPACT VENTURES, LLC d/b/a TNA
JURY DEMAND. S
ENTERTAINMENT, LLC;
TNA ENTERTAINMENT, LLC;
DIXIE CARTER SALINAS;
)
SERG SALINAS; and DEAN BROADHEAD,
)
o
C
"i
KO
-n
CO
H
1
01
o
oo
)
)
Defendants.
Pursuant to Rules 26, 33, 34, and 36 of the Tennessee Rules of Civil Procedure,
Defendant Dixie Carter Salinas (Ms. Salinas) submits the following objections and responses
to Plaintiffs First Set of Requests for Admissions, Interrogatories, and Requests for Production
of Documents to Defendant Dixie Carter Salinas.
REQUESTS FOR ADMISSIONS
1.
Admit that Impact Ventures is insolvent as that term is used in Section 7(e)(i) of
Admit that Corgan notified you of the occurrence of an Event of Default under
'
RESPONSE:
Denied as written. Ms. Salinas admits that Plaintiff, through counsel, notified her of
purported multiple events of default under the equity pledge agreement, on September 29,
2016, but denies that any Event of Default occurred under Section 7 of the Pledge Agreement
3.
Admit that Corgan currently has the right under the Pledge Agreement to exercise
the voting rights associated with your equity interest in Impact Ventures.
RESPONSE:
Denied.
4.
Admit that Corgan currently has the right under the Pledge Agreement and the
Operating Agreement to remove the managers of Impact Ventures and replace them with
designees of Corgans choosing.
RESPONSE:
Denied.
4846-1768-8123.4
INTERROGATORIES
1.
If any of your responses to Corgans First Set o f Requests for Admissions are
anything other than an unqualified admission, state the factual basis of each such response,
identify all documents relating to or supporting each such response, and identify all witnesses
having personal knowledge of the facts included in each such response.
ANSWER:
The term insolvent is not defined in the Pledge Agreement. Under Tennessee law, an
entity is insolvent only if the sum of the debtors debts is greater than all of the debtors assets, at
a fair valuation. Impact Ventures assets are of greater value than its debt,
Plaintiffs purported exercise of governance rights is invalid. The transfer of governance
rights is invalid under Tennessee law and the Operating Agreement. There has also not been an
Event of Default as that term is used in the Pledge Agreement. Impact Ventures has not become
insolvent since August 11, 2016, and is not insolvent at present
4846-t 768-8123.4
RESPONSE:
Ms. Salinas objects to this request on the grounds that: (1) it is overly broad and unduly
burdensome because it seeks all documents which may have been referred to, identified in, or
relied upon in preparing the foregoing interrogatory responses; (2) it seeks information that, at
least in part, can be obtained from some other source that is more convenient, less burdensome,
and/or less expensive, namely Plaintiff; (3) it seeks information that, at least in part, is not
relevant to any partys claim or defense; (4) it seeks information that, at least in part, is not
reasonably calculated to lead to the discovery of admissible evidence; and (5) it seeks
information protected by the work-product doctrine and/or the attorney-client privilege. Subject
to and without waiving the forgoing objections, Ms. Salinas states that Plaintiff already has in his
possession copies of the Pledge Agreement and the Operating Agreement. Further subject to and
without waiving the foregoing objections, Impact Ventures has produced responsive documents
relating to its financial condition.
2.
unable to pay any of its debts in full as it came due from January 1, 2016 to the present.
RESPONSE:
Ms. Salinas objects to this request on the grounds that: (1) it improperly presumes that
Impact Ventures is insolvent, which presumption Defendants vigorously dispute; (2) it is
improperly directed to Ms. Salinas, whereas Impact Ventures would be the proper party to which
this request should be directed; (3) it is overly broad and unduly burdensome because it
theoretically seeks all correspondence, financial documents, vendor invoices/statements, and
other documents concerning any instance in which Impact Ventures may have been late and/or
4846-1768-8123.4
obtained an extension with regard to paying a debt in full, and any such documents are not
maintained in a manner that would enable Impact Ventures to readily obtain such information;
(4) it seeks information that, at least in part, can be obtained from some other source that is more
convenient, less burdensome, and/or less expensive, namely Plaintiff; and (5) it seeks
information protected by the work-product doctrine and/or the attorney-client privilege.
Subject
to and without waiving those objections, see Impact Ventures Response to Request for
Production No. 8.
3.
All documents sent to or received from WWE or any of its representatives from
All documents sent to or received from any third party regarding the third partys
potential acquisition of Impact Ventures, LLC or TNA Entertainment, LLC of any of those
entities assets.
RESPONSE;
Ms. Salinas objects to this request on the grounds that: (1) it is improperly directed to Ms.
Salinas, whereas Impact Ventures and/or TNA would be the proper party to which this request
should be directed; (2) it is overly broad, unduly burdensome, not relevant, and not reasonably
calculated to lead to the discovery of admissible evidence because it is not limited to any period
4846-1768-8123.4
of time; and (3) it seeks information that, at least in part, can be obtained from some other source
that is more convenient, less burdensome, and/or less expensive, namely Plaintiff. Subject to and
without waiving those objections, see Impact Ventures Responses to Requests for Production
Nos. 5 and 6.
4846-1768-8123.4
VERIFICATION
STATE OF TENNESSEE
COUNTY OF DAVIDSON
)
)
)
I hereby certify that the answers to the foregoing Interrogatories are true and correct to the
best of my personal knowledge, information and belief.
DIXIE CARTER SALINAS
Sworn to and subscribed before me, the undersigned, a notary public, on this, the 18th
day of October, 2016.
4846-1768-8123.4
W. ^ v i s ParhaiM
Jeramy A. OHver (TN Bar # 029329)
Blake D. Roth (TN Bar # 031499)
WALLER LANSDEN DORTCH & DAVIS, LLP
511 Union Street, Suite 2700
Nashville, Tennessee 37219-8966
(615)244-6380
travis.parham@wallerlaw.com
j eremy .oliver@wa! 1erl aw.com
blake. roth@wa llerlaw. com
Attorneys for Defendants
CERTIFICATE OF SERVICE
1 hereby certify that a true and correct copy of the foregoing was served upon the
following counsel of record via email and First-Class Mail on October 18,2016:
W. Scott Sims
Michael R. ONeill
D. Gil Schuette
SIMS | FUNK, PLC
3310 West End Ave., #410
Nashville, Tennessee 37203
ssims@simsfunk.com
moneill@simsfunk.com
gschuette@simsfunk.com
Attorneys for Plaintiff
4846-1768-8123.4
Plaintiff,
v-
)
)
j
)
)
)
)
Defendants.
o
o
j
t
v O
co
< r>
jr
71
,n
,3
CO
r\>
Pursuant to Rules 26, 33, 34, and 36 of the Tennessee Rules of Civil Procedure,
Defendant Impact Ventures LLC d/b/a TNA Entertainment, LLC (Impact Ventures) submits
the following objections and responses to Plaintiffs First Set of Requests for Admissions,
Interrogatories, and Requests for Production of Documents to Defendant Impact Ventures LLC.
REQUESTS FOR ADMISSIONS
1.
Admit that you are insolvent as that term is used in Section 7(e)(i) of the Pledge
Agreement.
RESPONSE;
Denied.
2.
Admit that Corgan notified you of the occurrence of an Event of Default under
4836-9625-1963.
RESPONSE:
Denied as written.
Impact Ventures of purported multiple events of default under the equity pledge agreement, on
September 29, 2016, but denies that any Event of Default occurred under Section 7 of the Pledge
Agreement.
3.
Admit that Corgan currently has the right under the Pledge Agreement to exercise
the voting rights associated with Dixie Carter Salinas' equity interest in Impact Ventures, LLC,
RESPONSE:
Denied.
4.
Admit that Corgan currently has the right under the Pledge Agreement and the
Operating Agreement to remove the managers of Impact Ventures, LLC and replace them with
designees of Corgan's choosing,
RESPONSE:
Denied.
483-9625-I963.
INTERROGATORIES
1,
If any of your responses to Corgans First Set of Requests for Admissions are
anything other than an unqualified admission, state the factual basis for each such response,
identity all documents relating to or supporting each such response, and identify all persons
having personal knowledge of the facts included in each such response.
ANSWER:
The term insolvent is not defined in the Pledge Agreement. Under Tennessee law, an
entity is insolvent only if the sum of the debtors debts is greater than all of the debtors assets, at
a fair valuation. Impact Ventures assets are of greater value than its debt.
Plaintiffs purported exercise of governance rights is invalid. The transfer of governance
rights is invalid under Tennessee law and the Operating Agreement. There has also not been an
Event of Default as that term is used in the Pledge Agreement. Impact Ventures has not become
insolvent since August 11, 2016, and is not insolvent at present.
2.
State the nature of the relationship and identify all agreements between you and
4836-9625-1963.
RESPONSE:
Impact Ventures objects to this request on the grounds that: (1) it is Overly broad and
unduly burdensome because it seeks ail documents which may have been referred to, identified
in, or relied upon in preparing the foregoing interrogatory responses; (2) it seeks information
that, at least in part, can be obtained from some other source that is more convenient, less
burdensome, and/or less expensive, namely Plaintiff; (3) it seeks infonnation that, at least in part,
is not relevant to any partys claim or defense; (4) it seeks information that, at least in part, is not
reasonably calculated to lead to the discovery of admissible evidence; and (5) it seeks
information protected by the work-product doctrine and/or the attorney-client privilege. Subject
to and without waiving the forgoing objections, Impact Ventures states that. Plaintiff already has
in his possession copies of the Pledge Agreement and the Operating Agreement. Further subject
to and without waiving the foregoing objections, Impact Ventures is producing herewith
responsive documents relating to its financial condition.
2.
All of your financial statements, including, but not limited to, balance sheets,
profit and loss statements, and statements of cash flows, whether audited or unaudited, from
January 1, 2016 to the present.
RESPONSE:
Impact Ventures objects to this request on the grounds that it seeks information that, at
least in part, can be obtained from some other source that is more convenient, less burdensome,
and/or less expensive, namely Plaintiff.
consistent with the Tennessee Rules of Civil Procedure, Impact Ventures is producing responsive
documents herewith.
4836-9625-l% 3.
3.
All documents relating to or referencing any negotiations between you and WWE
Entertainment, LLC and WWE regarding WWE's potential acquisition of TNA Entertainment,
LLC or any of its assets.
RESPONSE:
Impact Ventures objects to this request on the grounds that: (1) it seeks information that,
at least in part, can be obtained from some other source that is more convenient, less
burdensome, and/or less expensive, namely Plaintiff; and (2) it seeks information protected by
the work-product doctrine and/or the attorney-client privilege. Subject to and without waiving
those objections, and consistent with the Tennessee Rules of Civil Procedure, Impact Ventures is
producing responsive documents herewith.
5.
All documents relating to or referencing any negotiations between you and any
third party regarding the third party's potential acquisition of you or any of your assets.
4836-9625-1963,
RESPONSE:
Impact Ventures objects to this request on the grounds that: (1) it is overly broad, unduly
burdensome, not relevant, and not reasonably calculated to lead to the discovery of admissible
evidence because it is not limited to any period of time; (2) it seeks information that, at least in
part, can be obtained from some other source that is more convenient, less burdensome, and/or
less expensive, namely Plaintiff; and (3) it seeks information protected by the work-product
doctrine and/or the attorney-client privilege. Subject to and without waiving those objections,
and consistent with the Tennessee Rules of Civil Procedure, Impact Ventures is producing
responsive documents herewith.
6.
Entertainment, LLC regarding the third party's potential acquisition of TNA Entertainment, LLC
or any of its assets.
RESPONSE:
Impact Ventures objects to this request on the grounds that: (1) it is overly broad, unduly
burdensome, not relevant, and not reasonably calculated to lead to the discovery of admissible
evidence because it is not limited to any period of time; (2) it seeks information that, at least in
part, can be obtained from some other source that is more convenient, less burdensome, and/or
less expensive, namely Plaintiff; and (3) it seeks information protected by the work-product
doctrine and/or the attorney-client privilege. Subject to and without waiving those objections,
and consistent with the Tennessee Rules of Civil Procedure, Impact Ventures is producing
responsive documents herewith.
7.
4836-9625-1963.
RESPONSE:
Upon information and belief, there are no responsive documents to this request.
8.
All documents relating to, referencing or evidencing your inability to pay any
Subject to and without waiving those objections, and consistent with the
RESPONSE:
Impact Ventures objects to this request on the grounds that: (1) it is overly broad and
unduly burdensome because it theoretically seeks all correspondence, financial documents,
vendor invoices/statements, and other documents concerning any indebtedness of Impact
Ventures, even if such debts are not currently due and owing; (2) it seeks information that, at
least in part, can be obtained from some other source that is more convenient, less burdensome.
4836-9625-1963.
and/or less expensive, namely Plaintiff; and (3) it seeks information protected by the workproduct doctrine and/or the attorney-client privilege.
objections, and consistent with the Tennessee Rules of Civil Procedure, Impact Ventures is
producing responsive documents herewith.
10.
VERIFICATION
STATE OF TENNESSEE
COUNTY OF DAVIDSON
)
)
)
I hereby certify that the answers to the foregoing Interrogatories are true and correct to the
best of my personal knowledge, information and belief.
IMPACT VENTURES LLC
Sworn to and subscribed before me, the undersigned, a notary public, on this, the 18th
day of October, 2016,
4836-9625-1963,
CERTIFICATE OF SERVICE
I hereby certify that a true and correct copy of the foregoing was served upon the
following counsel of record via email and First-Class Mail on October 18, 2016:
W. Scott Sims
Michael R. ONeill
D. Gil Schuette
SIMS | FUNK, PLC
3310 West End Ave., #410
Nashville, Tennessee 37203
ssims@simsfimk.com
moneill@simsfunk.com
gschuette@simsfunk.com
Attorneys for Plaintiff
10