Filed

10 October 14 A7:42
Gary Fitzsimmons
District Clerk
Dallas District
NO. 10-13606

KOP INVESTMENT, LLC; KOP FOOTBALL § IN THE DISTRICT COURT

(CAYMAN), LIMITED; KOP FOOTBALL §
(HOLDINGS) LIMITED; and KOP FOOTBALL §
LIMITED, §
§
Plaintiffs, §
§
v. § 160th JUDICIAL COURT
§
MARTIN BROUGHTON; CHRISTIAN MARK §
CECIL PURSLOW; IAN AYRE; THE ROYAL §
BANK OF SCOTLAND PLC; N.E.S.V. I, L.L.C.; §
and PHILIP NASH, §
§
Defendants. § DALLAS COUNTY, TEXAS

PLAINTIFFS’ MOTION FOR CONTEMPT

Plaintiffs Kop Investment, LLC (“Kop Investment”); Kop Football (Cayman) Limited

(“Kop Cayman”); Kop Football (Holdings) Limited (“Kop Holdings”); and Kop Football

Limited (“Kop Football”) (collectively, “Plaintiffs”) file this Motion for Contempt against

Defendants Martin Broughton; Christian Mark Cecil Purslow; Ian Ayre; The Royal Bank of

Scotland PLC (“RBS”); and N.E.S.V. I., L.L.C. (“NESV”), and respectfully show the Court the

following:

I.

INTRODUCTION

1. Further showing their unlawful intentions and brazen disregard for their

obligations, Defendants have undisputedly – and, according to their statements, quite proudly –

violated this Court’s temporary restraining order. Mere moments after being informed that this

Court entered an injunction preventing Defendants from taking any action to sell or foreclose on

Plaintiffs’ interest in the Liverpool Football Club and Athletic Grounds Limited (“Liverpool FC”

PLAINTIFFS’ MOTION FOR CONTEMPT – PAGE 1

or “the club”), Defendants publicly and privately announced their intention to ignore the Court

and to proceed with their plans. Indeed, after being served with a copy of the injunction and

being informed that they would be in violation of this Court’s order to continue, Defendants

Broughton, Purslow, and Ayre announced that they would refuse to recognize this Court and

would, instead, take actions to go forward with the sale. Defendants have further announced that

they intend to take additional actions overseas designed with one purpose in mind: to, by

whatever means necessary, flaunt the power of this Court and complete their grossly tortious

plan. The Court should hold the Defendants in contempt, order the incarceration of Defendants

until they cure themselves of contempt, and fine the Defendants for their actions.

II.

FACTS

2. On October 13, 2010, Plaintiffs filed this action and sought ex parte argument

before this Court for a temporary restraining order. As argued to the Court, the need for ex parte

relief was great because it was apparent that Defendants were seeking to dramatically – and

secretly – expedite the closing of the unlawful sale so that no relief that any court could enter

would be possible.

3. After argument, the Court entered an order that restrained Defendants from:

a) Completing, closing or otherwise consummating a purported sale

of Liverpool FC to Defendant NESV or any related entities as provided in
the October 6, 2010 Share Purchase Agreement or on similar terms; and

b) Without Plaintiffs’ consent, taking any action to modify, pledge,

sell, transfer, seize, foreclose on or dispose of Plaintiffs’ ownership
interest in Liverpool FC.

See Temporary Restraining Order, at 5. The effect of this injunction granted relief preventing

Defendants from taking actions to sell Liverpool FC and preventing Defendant RBS from

PLAINTIFFS’ MOTION FOR CONTEMPT – PAGE 2

seeking to foreclose on or seek an administration against the team pending the hearing on the

application for temporary injunction.

4. Plaintiffs’ position and expectation was borne out by Defendants’ actions later

that day. Indeed, just as Plaintiffs had informed the Court, Defendants had plotted to secretly

move up the closing date of a potential sale and intended to present the offer, approve it, and

close on the sale in a window of a few hours. The plot was thought so airtight that, according to

press reports and video footage, representatives of the potential buyer attended at least part of the

board meeting held last night. As one London newspaper described the secret conspiracy:

A board meeting to ratify the sale of Liverpool to NESV was held at Slaughter
and May's offices in London at 8pm. Just before the meeting NESV's John W
Henry turned up out of the blue at the meeting, supposedly indicating the deal
was a mere formality.

5. When the Director Defendants convened a board meeting last night to approve of

the sale – taking actions “[w]ithout Plaintiffs’ consent . . . to sell, transfer, . . . or dispose of

Plaintiffs’ ownership interest in Liverpool FC” – Defendants were provided copies of the Court’s

injunction and informed that the vote and actions that they intended to take were in direct

violation of the Court order.

6. When informed that their actions would be in direct contempt of a Court order,

Defendants announced that they would ignore the order entirely. Flaunting the Court’s order at

every turn, Defendants agreed to move forward with the board meeting and take actions to

dispose of Plaintiffs’ interests in Liverpool FC. And, indeed, they did.

7. So brazen were the Director Defendants that they issued a press release crowing

about how they had violated the Court’s Order. The press release both recognizes the Court’s

order and yet states that, in direct violation of that order, ““The boards of directors of Kop

PLAINTIFFS’ MOTION FOR CONTEMPT – PAGE 3

Football and Kop Holdings met tonight and resolved to complete the sale of Liverpool FC to

New England Sports Ventures.”

8. Within the last few hours, Defendants have made statements to the press in

London that they intend to take even further action designed to violate the Court’s order.

Specifically, Defendants have stated that they intend to initiate new legal filings so that they can

obtain a blessing of a foreign court to complete the transaction and to sell Liverpool FC.

9. In plain and simple turns, Defendants – and their lawyers – have deliberately and

intentionally decided to ignore the TRO.

10. Plaintiffs, therefore, ask this court to set a hearing and to order the Defendants to

show cause why they should not be held in contempt. And, upon conclusion of the hearing, to

issue an order:

a) Ordering Defendants – and any of their agents and/or attorneys that were
aware of the Court’s order – jailed until they purge themselves of their contempt;

b) Ordering Defendants – and any of their agents and/or attorneys that were
aware of the Court’s order – to pay a monetary fine of no less than $50,000 per
day until they cure themselves of their contempt;

c) Issue further injunctive relief as necessary to enforce the Court’s prior

orders; and

d) Provide all other relief to which Plaintiffs shall show themselves entitled.

PLAINTIFFS’ MOTION FOR CONTEMPT – PAGE 4

Dated: October 14, 2010 Respectfully submitted,

FISH & RICHARDSON P.C.

By: /s/ Stephen E. Fox

Thomas M. Melsheimer
State Bar No. 13922550
Steven H. Stodghill
State Bar No. 19261100
Stephen E. Fox
State Bar No. 07337260
Kelly D. Hine
State Bar No. 24002290
Scott C. Thomas
State Bar No. 24049694
John C.C. Sanders, Jr.
State Bar No. 24057036

5000 Comerica Tower

1717 Main Street
Dallas, Texas 75201
Telephone: 214-747-5070
Telecopy: 214-747-2091

COUNSEL FOR PLAINTIFFS KOP

INVESTMENT, LLC; KOP FOOTBALL
(CAYMAN) LIMITED; KOP FOOTBALL
(HOLDINGS) LIMITED; AND KOP
FOOTBALL LIMITED

PLAINTIFFS’ MOTION FOR CONTEMPT – PAGE 5

 CERTIFICATE OF CONFERENCE

Pursuant to Dallas County Local Rule 2.07, counsel for movant and counsel for

respondent have personally conducted a conference at which there was a substantive discussion

of every item presented to the Court in this motion and despite best efforts the counsel have not

been able to resolve those matters presented.

Certified October 14, 2010 by

__/s/ Kelly D. Hine

Kelly D. Hine

CERTIFICATE OF SERVICE

This is to certify that a true and correct copy of the aforementioned has been served upon
the Defendants concurrent with the filing of this pleading.

__/s/ Kelly D. Hine

Kelly D. Hine

PLAINTIFFS’ MOTION FOR CONTEMPT – PAGE 6