Date: 09-01-2012

Case Style: Riverview Park Estates, LLC v. Imperial Investments, LLC

Case Number: CJ-2007-3592

Judge: Dana Kuehn

Court: District Court, Tulsa County, Oklahoma

Plaintiff's Attorney: Bruce Wayne Freeman and David R. Cordell, Conner & Winters, L.L.P., Tulsa, Oklahoma

Defendant's Attorney: Steven R. Hickman, Frasier Frasier & Hickman, L.L.P., Tulsa, Oklahoma for Imperial Investments, LLC, et al.

Christine Diane Little and Dianne Louise M. Smith, Ladner & Little & Eldredge, PLLC, Tulsa, Oklahoma for Paloma Capital, LLC

Paul Quillin, Feldman Franden Woodard & Farris, Tulsa, Oklahoma for Michael J. King, et al.

Fred Everett Stoops, Sr., Stoops LaCourse Tulsa, Oklahoma for Ron Mitchell

Robert Taylor, Taylor, Ryan, Schmidt Van Dalsem & Williams, Tulsa, Oklahoma for Steven R. Hickman and Frasier Frasier & Hickman, LLP

Description: Riverview Park Estates, LLC sued Imperial Investments, LLC, Stephen C. Pereff, Stephen Pereff, Inc., Pereff Properties, Michael J. King, S. Gregory Pittman and Winters, Kin & Associates on equitable relief, quite title, conversion, slander of title and other theories.

Stephen N. Pereff counterclaimed on a conversion, fraud, tortious interference with contractual relations, civil conspiracy, breach of fiduciary duty and unjust enrichment theories.

Stephen C. Pereff and Imperial Investments, LLC also filed a third party cross petitions against Steven R. Hickamn and Fraiser Frasier and Hickman, LLP on slander of title, quite title and tortious interference with a business relation theories.

Plaintiff claimed the following:

1. Plaintiff Riverview is an Oklahoma Limited Liability Company formed initially to develop real property in the city of Tulsa. The first phase on which Riverview actively worked was 36 acres. A future phase of 13 acres was planned.

2. Under the Riverview Operating Agreement Imperial Investments, LLC
(“Imperial”) was named Manager of Riverview until such time as Imperial might be replaced.
Imperial was to receive $192,000.00, paid at $8,000.00 a month for 24 months commencing
around May, 2005, for its work on the project. Imperial was also to own 40 of the 100 Units of
Riverview for its work on the project. Imperial did not contribute any money to the project.

3. Although the other Members of Riverview did not know it at the time, Imperial
began making transfers of Riverview money from Riverview’s operating account to Stephen C.
Pereff (“Pereff’), his son Steve N. Pereff (“Pereff Junior”), Steve Pereff, Inc. (“SPI”) and Pereff
Properties (“Pereff Properties”). Imperial also made payments to itself in excess of the
$8,000.00 per month agreed by the Members of Riverview, including two unauthorized
$25,000.00 checks both made out to Imperial on the same day, November 8, 2006.

4. Imperial also misled Riverview’s other Members about the signature policy for checks from Riverview’ s operating account. The other Members insisted that the operating account should have a two signature requirement. Mr. Waring T. Fulton1 signed the bank documents for the second signature and sent them to Imperial for submission to the bank. The other Members of Riverview understood the papers had been submitted to the bank and the two- signature requirement was in place, Imperial acted as though the two-signature policy were in place—checks were printed with two signature lines and Imperial couriered certain checks to Mr. Fulton for the second signature. Unbeknownst to the other Members of Riverview, however, Imperial had not submitted the two-signature papers to the bank. Instead, Pereff was the signatory on the Riverview operating account.

5. Imperial used the Riverview operating account to make the unauthorized payments to Imperial, Pereff, Pereff Junior, SPI and Pereff Properties.

6. Riverview’s Members had a meeting in Tulsa on December 7, 8, and 10 of 2006. Imperial was removed as Manager of Riverview effective 12-08-07 and Owl Creek was appointed the new Manager.

7. Although Imperial had been removed as Manager of Riverview in December of
2006, WKA prepared with Imperial, served and filed in the Tulsa County land records on March

19, 2007 a Lis Pendens Notice covering Riverview’s real property. Imperial could have no claim
against the real property owned by Riverview based on some theory that it was owned money by
Riverview. The real property was owned by Riverview and no cx contractu claim against
Riverview would implicate a claim of title to the real property.

8. The original lis pendens filing was removed as part of the agreed temporary injunction from 2007. Thereafter Imperial filed another caveat and lis pendens. Upon motion and hearing, the Court ordered that subsequent lis pcndens to be removed. Imperial did not promptly comply with the Court’s Order.

9. Imperial filed a Mechanic’s Lien covering the property on May 16, 2007. The lien claimed that Imperial last worked on the property May 10, 2007 and that Imperial was due a balance of $61,000.00 under an agreement to pay a total of $192,000.00 for the first phase of the project, and another $192,000.00 for the second phase of the project which never happened.

10. The original Mechanic’s Lien was removed as part of the agreed temporary injunction from 2007. Thereafter Imperial filed another Mechanic’s Lien. Upon motion and hearing, the Court ordered that subsequent Mechanic’s Lien to be removed. Imperial did not promptly comply with the Court’s Order.

11. Imperial, or at least the two Messrs. Pereff associated with it, visited the Riverviewjobsite and harassed contractors.

12. Plaintiff Riverview purchased the real property, subject to the mortgage in favor of First Horizon, in 2005. Defendant Imperial has no interest in the real property.

13. In 2010 Riverview entered into transactions to convey certain of the real property to Paloma and Riverside lots and to retain ownership of certain lots, all subject to the mortgage of First Horizon which was purchased by Paloma. Defendant Imperial has no interest in any of that real property, either the lots purchased by Paloma or Riverside lots, or the lots retained by Riverview."

The following fact were alleged to be true by Pereff and Imperial Investments, LLC:

"1. Imperial Investments is a 40% owner in Plaintiff.

2. Imperial Investments is the managing member of Plaintiff.

3. The deed in lieu of foreclosure from Plaintiff to the Levinson parties was not for reasonably equivalent value, and Imperial Investments was a creditor of Plaintiff.

4. The value of the property purportedly transferred by deed in lieu of foreclosure from Plaintiff to the Levinson parties was $10,500,000, but the lien amount remaining thereon was $3,000,000; the value of the interest of Imperial Investments was $3,000,000.

5. The pay out due from Plaintiff to Imperial Investments is $3,000,000."


Plaintiff Riverview Park Estates, L.L.C., is suing Defendants Imperial Investments, Stephen Pereff, Inc., Pereff Properties and Stephen C. Pereff, for several causes of action. Plaintiff is suing Imperial Investments, Stephen Pereff, Inc., Pereff Properties and Stephen C. Pereff for damages for converting money from Riverview Park Estates LLC’s bank account for personal purposes. Plaintiff is suing Imperial Investments and Stephen C. Pereff for damages for interfering with Riverview Park Estates LLC’s relationship with its lender, First Horizon.

The Defendants deny that they owe Plaintiff damages. Imperial Investments is suing Riverview Park Estates, Waring Fulton, Owl Creek Boat Works, John Smith and SmithHeritage. Imperial Investments claims it is entitled to control Riverview Park Estates, LLC. Imperial Investments also claims that Riverview Park Estates, Owl Creek Boat Works and SmithHeritage breached the contract between the parties. Imperial Investments also claims Waring Fulton, Owl Creek Boat Works, John Smith and SmithHeritage interfered with the relationship between Imperial Investments and Riverview Park Estates, LLC.
Riverview Park Estates, L.L.C., Waring Fulton, Owl Creek Boat Works, John Smith and SmithHeritage deny the claims of the Defendant.

Ron Mitchell was dismissed without prejudice on August 3, 2012.

Outcome: KUEHN, DANA: CASE CALLED FOR JURY TRIAL ON AUGUST 13, 2012. BOTH SIDES PRESENT IN OPEN COURT AND ANNOUNCE READY FOR TRIAL. PLAINTIFF PRESENT AND REPRESENTED BY BRUCE FREEMAN. DEFENDANTS IMPERIAL INVESTMENTS, LLC, STEPHEN PEREFF, INC., STEPHEN C. PEREFF AND PEREFF PROPERTIES REPRESENTED BY STEVEN HICKMAN. THIRD PARTY DEFENDANTS WARING FULTON, OWL CREEK BOAT WORKS, JOHN SMITH AND SMITHHERITAGE REPRESENTED BY BRUCE FREEMAN.

THE JURORS ARE CALLED AND SWORN TO QUALIFICATIONS. THE JURY IS IMPANELED AND EXAMINED FOR CAUSE. THE JURORS ARE ACCEPTED FOR CAUSE.

OPENING STATEMENTS ARE MADE. SIX (6) WITNESSES SWORN. RULE WAS INVOKED. COURT REPORTER DIANA CAVENAH. PLAINTIFF PRESENTS EVIDENCE AND RESTS. DEFENDANT DEMURS AND DEMURRER IS SUSTAINED AS TO THE FOLLOWING ISSUES:
-ISSUE #2: CAUSE #2 - DAMAGES FROM LIS PENDENS NOTICE
-ISSUE #4: CAUSE #4 - SLANDER OF TITLE
-ISSUE #7: CAUSE #5 - CONVERSION (AS TO STEPHEN N. PEREFF ONLY)
-ISSUE #8: CAUSE #6 - UNJUST ENRICHMENT
-ISSUE #9: CAUSE #7 - FRAUD (AS TO IMPERIAL INVESTMENTS, LLC, STEPHEN C. PEREFF AND STEPHEN N. PEREFF)
-ISSUE #10: CAUSE #8 - TORTIOUS INTERFERENCE W/ CONTRACTUAL RELATIONSHIPS (AS TO STEPHEN N. PEREFF ONLY)
-ISSUE #11: CAUSE #9 - CIVIL CONSPIRACY (AS TO IMPERIAL INVESTMENTS, LLC, STEPHEN C. PEREFF AND STEPHEN N. PEREFF)

DEFENDANT PRESENTS EVIDENCE AND RESTS. DEFENDANT RENEWS HIS DEMURRER AND THE DEMURRER IS OVERRULED. PLAINTIFF MOVES FOR DIRECTED VERDICT AND IS OVERRULED. BOTH SIDES REST.

THE JURY IS INSTRUCTED AS TO THE LAW. CLOSING ARGUMENTS ARE MADE. THE SWEARING OF THE BAILIFF IS WAIVED AND ON AUGUST 20, 2012, AT 2:30 P.M., THE JURY RETIRES FOR DELIBERATION IN CUSTODY OF THE BAILIFF. ON AUGUST 20, 2012, AT 6:00 P.M., THE JURY RETURNS INTO OPEN COURT WITH THEIR VERDICT, WHICH IS READ IN OPEN COURT, ORDERED RECORDED AND FILED, AND IS, TO WIT:

“WE, THE JURY, IMPANELED AND SWORN IN THE ABOVE ENTITLED CAUSE, DO, UPON OUR OATHS, FIND THE ISSUES IN FAVOR OF THE PLAINTIFF RIVERVIEW PARK ESTATES AND AGAINST STEPHEN C. PEREFF AND IMPERIAL INVESTMENTS, AND FIX THE DOLLAR AMOUNT OF ITS DAMAGES IN THE SUM OF $1,870,000.00; JURORS CONCURRING; SIGNED M****J****, FOREPERSON.”
(FROM BLUE VERDICT FORM - INTERFERENCE CLAIM AGAINST IMPERIAL INVESTMENTS AND STEPHEN C. PEREFF)

-AND-

“WE, THE JURY, IMPANELED AND SWORN IN THE ABOVE ENTITLED CAUSE, DO, UPON OUR OATHS, FIND THE ISSUES IN FAVOR OF THE PLAINTIFF AND AGAINST STEPHEN C. PEREFF, AND FIX THE DOLLAR AMOUNT OF ITS DAMAGES IN THE SUM OF $400,000.00; JURORS CONCURRING; SIGNED M****J****, FOREPERSON.”
(FROM BLUE VERDICT FORM - CONVERSION CLAIM AGAINST IMPERIAL INVESTMENTS, PEREFF PROPERTIES, STEPHEN C. PEREFF AND STEPHEN PEREFF, INC.)

-AND-

“WE, THE JURY, IMPANELED AND SWORN IN THE ABOVE ENTITLED CAUSE, DO, UPON OUR OATHS, FIND THE ISSUES IN FAVOR OF THE DEFENDANT RIVERVIEW PARK ESTATES, LLC, AND FIX THE DOLLAR AMOUNT OF ITS DAMAGES IN THE SUM OF $741,000.00; JURORS CONCURRING; SIGNED M****J****, FOREPERSON.”
(FROM BLUE VERDICT FORM -BREACH OF CONTRACT CLAIM AGAINST OWL CREEK BOAT WORKS, RIVERVIEW PARK ESTATES, LLC AND SMITHHERITAGE)

-AND-

“WE, THE JURY, IMPANELED AND SWORN IN THE ABOVE ENTITLED CAUSE, DO, UPON OUR OATHS, FIND THE ISSUES IN FAVOR OF THE WARING FULTON, OWL CREEK BOAT WORKS, JOHN SMITH AND SMITHHERITAGE ON DEFENDANT'S CLAIM FOR INTERFERENCE; JURORS CONCURRING; SIGNED M****J****, FOREPERSON.”
(FROM PINK VERDICT FORM - INTERFERENCE CLAIM AGAINST WARING FULTON, OWL CREEK BOAT WORKS, JOHN SMITH AND SMITHHERITAGE)

JURY DISCHARGED.

CASE NOTE: THE 3RD PARTY PETITION AND CROSS CLAIM ISSUES BY RIVERVIEW LOTS AND PALOMA CAPITAL, LLC AGAINST:

-STEVEN R HICKMAN
-FRASIER FRASIER & HICKMAN, LLP

ARE THE ONLY ISSUES TRANSFERRED TO JUDGE MARY FITZGERALD:

ISSUE #14 - RIVERVIEW LOTS CLAIM #1 QUIET TITLE

ISSUE #15 - RIVERVIEW LOTS CLAIM #2 SLANDER OF TITLE

ISSUE #16 - RIVERVIEW LOTS CLAIM #3 TORTIOUS INTERFERENCE W/ BUSINESS RELATION

ISSUE #17 - PALOMA CAPITAL CLAIM #1 QUIET TITLE

ISSUE #18 - PALOMA CAPITAL CLAIM #2 SLANDER OF TITLE

ISSUE #19 - PALOMA CAPITAL CLAIM #3 TORTIOUS INTERFERENCE W/ BUSINESS RELATION

KS 8-24-12

Plaintiff's Experts:

Defendant's Experts:

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