Case 2:11-cv-01659-JTM-MBN Document 656-3 Filed 06/20/14 Page 1 of 42

UNITED STATES DISTRICT COURT EASTERN DISTRICT OF LOUISIANA IN RE GULF STATES LONG TERM ACUTE CARE OF COVINGTON, L.L.C.

CIVIL ACTION NO: 11-1659 SECTION: H(5)

DAVID V. ADLER, DISBURSING AGENT Plaintiff, vs.

JUDGE TRICHE MILAZZO MAGISTRATE NORTH

GREGORY M. WALKER, ET AL

(Applies to 11-1659)

Defendants

MEMORANDUM IN SUPPORT OF SODEXO’S MOTION TO COMPEL RESPONSES TO FIRST SET OF REQUESTS FOR PRODUCTION OF DOCUMENTS AND SUBPOENA TO ROBERT MAURIN AND SECOND SET OF REQUESTS FOR PRODUCTION OF DOCUMENTS AND INTERROGATORY TO ROBERT MAURIN; JAMESTOWN GAMING, LLC; JAMESTOWN, INC.; NEW BRAUNFELS HEALTHCARE PROPERTIES, LLC; GULF STATES MEADOWN, LP; GULF STATES HEALTHCARE PROPERTIES OF DALLAS, LLC; JAMESTOWN HEALTHCARE PROPERTIES OF DALLAS, LLC AND B&G HEALTHCARE PROPERTIES, LLC SODEXO OPERATIONS, LLC (f/k/a Sodexho Operations, LLC) (“hereafter “Sodexo”), plaintiff in intervention respectfully submits this Memorandum in Support of its Motion to Compel Responses to First Set of Requests for Production of Documents and Subpoena to Robert Maurin and Second Set of Requests for Production of Documents and Interrogatory to Robert Maurin; Jamestown Gaming, LLC; Jamestown, Inc.; New Braunfels Healthcare Properties, LLC; Gulf States Meadows, LP; Gulf States Healthcare Properties of Dallas, LLC; Jamestown Healthcare Properties of Dallas, LLC; and B&G Healthcare Properties, LLC. Sodexo hereby requests documents requested in Sodexo’s First Set of Requests for Production of Documents to Robert Maurin (the “First Set”), a copy of which is attached hereto as Exhibit A, (2) documents requested in Sodexo’s Second Set of Requests for Production of 1

Case 2:11-cv-01659-JTM-MBN Document 656-3 Filed 06/20/14 Page 2 of 42

Documents to Robert Maurin; Jamestown Gaming, LLC; Jamestown, Inc.; New Braunfels Healthcare Properties, LLC; Gulf States Meadows, LP; Gulf States Healthcare Properties of Dallas, LLC; Jamestown Healthcare Properties of Dallas, LLC; and B&G Healthcare Properties, LLC (the “Second Set”), a copy of which is attached hereto as Exhibit B, and (3) documents requested in Sodexo’s Subpoena to Robert Maurin, a copy of which is attached hereto as Exhibit C. I.

Introduction This case involves a tangled web of business entities developed and run for the profit of two

individuals. Tracing the cash flow through the entities, individuals and banks will show how the individuals and business entities are related to one another and confirm where the money (that should have gone to pay Sodexo’s debt) in fact went. Robert Maurin has repeatedly blocked Sodexo’s legitimate attempts to obtain such information and move this litigation forward. Because of Maurin’s repeated failures to comply with discovery requests and a subpoena, Sodexo is now forced to bring this motion to compel disclosure of the requested information. Sodexo alleges that Robert Maurin is liable to Sodexo under theories of veil piercing, single business enterprise, fraud, conversion and civil conspiracy to commit same. Each of these claims involves three persons or groups of businesses: (1) Gregory Walker (“Walker”), (2) Robert Maurin1 (“Maurin”) and (3) the hospital related entities. Each and every discovery request issued to Robert Maurin is aimed at uncovering the interactions between these persons or entities and proving the elements of Sodexo’s claims. Sodexo seeks documents regarding financial interactions between Maurin, Walker and the hospitals. Sodexo requests documents that would show money flowing from the hospital related entities to Maurin and/or Walker and vice versa.

For purposes of this memorandum, the reference to “Maurin” also includes the entities Sodexo has requested documents from in the Second Set – Jamestown Gaming, LLC; Jamestown, Inc.; New Braunfels Healthcare Properties, LLC; Gulf States Meadows, LP; Gulf States Healthcare Properties of Dallas, LLC; Jamestown Healthcare Properties of Dallas, LLC; and B&G Healthcare Properties, LLC 1

2

Case 2:11-cv-01659-JTM-MBN Document 656-3 Filed 06/20/14 Page 3 of 42

Further, and quite incredibly, Robert Maurin and the other Maurin Defendants have filed a motion for summary judgment, which relies upon affidavits by Maurin, Kellie Martin and Donna Drake, which purport to address the financial affairs of Mr. Maurin and his companies, including the Maurin Defendant companies. (Docs. 503-7, 503-8, 503-9). The affiants rely upon Maurin’s financial records, specifically the QuickBooks data, yet, Maurin has refused to produce the bank records or the “Quickbooks” in response to discovery requests and a subpoena issued to him. Sodexo is entitled to all discovery requested in its First and Second Sets as well as in the Maurin Subpoena, as each document request is relevant to Sodexo’s claims and reasonably calculated to lead to the discovery of admissible evidence. Fed. R. Civ. P. 26(b)(1). II.

Background Sodexo brought this action to recover its Judgments, including a judgment against GSHS,

from the named Defendants in this consolidated action, the officers and directors of GSHS (Walker and Maurin) and their network of hospital-related companies. This Court has already entered judgment against Walker. (Doc. 415).

Walker has also recently been convicted of fraud in

connection with the sale of movie tax credits and has been sentenced to 70 months in prison and to make restitution to his fraud victims. United State v. Walker, Case Number 3:13-cr-00138, R. Doc. 33 (M.D. La.). Walker and Maurin were both directors and officers of GSHS and are personally liable to satisfy Sodexo’s judgments on several bases of liability, including veil piercing and single business enterprise, fraud, conversion, breach of fiduciary duty, and conspiracy to commit same. The evidence shows that the assets of Sodexo’s judgment debtors were concealed, fraudulently stripped and converted for the benefit of Maurin and Walker and that the debts owed Sodexo were left in empty shell companies who were unable to satisfy their debts. Walker and Maurin were directors and officers of Sodexo’s judgment debtor, GSHS. The conduct of Maurin, individually, as director 3

Case 2:11-cv-01659-JTM-MBN Document 656-3 Filed 06/20/14 Page 4 of 42

of GSHS, and through and among his various companies, including the other Maurin Defendants, calls for the imposition of liability due to, inter alia: 1) fraud committed against Sodexo; 2) Maurin’s breach of fiduciary duty owed to the creditors of GSHS; 3) Maurin’s personal liability for the debts of GSHS via veil piercing; 4) the Maurin Defendants’ liability for the debts of GSHS and the Hammond, Denham and Iberia Hospitals as part of a single business enterprise which includes those Judgment Debtors; and 5) Maurin’s acts of conversion in derogation of Sodexo’s rights to the assets of its Judgment Debtors. Maurin is also liable for conspiracy to commit the intentional torts alleged by Sodexo. (R. Doc. 75, ¶ 22.) Maurin, with Walker, ran the business of GSHS and their network of related companies. They were in the business of building, managing, and selling hospitals and hospital assets. The Gulf States business enterprise consisted of many companies systematically fragmented by Maurin and Walker into various functions: real estate, operations, equipment leasing, and management/staffing and holding. (See, Doc. 549, Exh 6, pp. 22-23, See also Exh 2-5) The core of the business was long term acute care (LTAC) and rehabilitation (rehab) hospitals with the operating entity typically leasing the buildings from a related real estate entity.” This enterprise was frequently treated and referred to (in dealings with third parties) simply as “Gulf States”. (Doc. 549, Exh. 4, pp. 15-16; Exh. 5, p. 22, lines 22-25, See note 1 supra). GSHS “really was just a holding company that held interest in different hospitals and helped manage those hospitals.” (Doc. 549, Exh 7, p. 18). Maurin’s focus was on the real estate side of the business. Profits and distributions to Maurin often flowed through various “Jamestown” entities, and profits and distributions to Walker and Maurin often flowed through various “JJW” entities, including “JJW Properties” and JJW Interests”.2

2

See, Doc. 549, Exh 7 thereto, pp. 30, 159; Exh 2-S thereto and evidence cited therein and submitted therewith 4

Case 2:11-cv-01659-JTM-MBN Document 656-3 Filed 06/20/14 Page 5 of 42

III.

Applicable Law A party may obtain discovery “regarding any nonprivileged matter that is relevant to any

party’s claim or defense[.] Relevant information need not be admissible at the trial if the discovery appears reasonably calculated to lead to the discovery of admissible evidence.” Fed. R. Civ. P. 26(b)(1). Here, each discovery request is related to Sodexo’s claims of single business enterprise, corporate veil piercing, fraud or conversion. “A single business enterprise ‘occurs when a corporation is found to be the “alter ego, agent, tool or instrumentality of another corporation.” 3 When determining whether a corporation is an “alter ego, agent, tool or instrumentality of another company,” the court looks at the substance of the corporate structure rather than its form. Green v. Champion Ins. Co., 577 So. 2d 249, 257 (La. App. 1 Cir. 1991). Courts typically use an eighteen-factor test to assess whether a group of entities operates as one corporation. Id. at 257-258. No one factor is determinative. Id. at 258. Records showing a financial relationship between the companies in the business enterprise should be produced. The documents requested by Sodexo are relevant to a number of traditionally applied factors, including, whether directors and officers of one corporation act independently in the interest of that corporation, whether the corporations finance each other, whether the corporations are inadequately capitalized, whether the corporation pays the salaries and expenses of another corporation, whether the corporation receives business other than from its affiliated entities, whether there is centralized accounting amongst the entities, etc. Green at 257-258. The documents are sought from specific companies known to be in a business enterprise with Sodexo’s Judgment Debtors. 4

3

Dishon v. M.Ponthie, 918 So.2d 1132, 1135 (La.Ct.App.2005) (citing Green v. Champion Insurance Co., 577 So.2d 249, 257 (La.Ct.App.1991)).” Bona Fide Demolition, 690 F. Supp. at 443. 4 Indeed Sodexo has requested documents extending back a much shorter time than those selectively put forth in support of the Maurin Defendant’s Motion for Summary Judgment. Those bank records extend back to 2000. (Doc. 503-39).

5

Case 2:11-cv-01659-JTM-MBN Document 656-3 Filed 06/20/14 Page 6 of 42

The corporate veil may be pierced under the "alter ego" doctrine, where the corporate entity is disregarded to such an extent that the affairs of the corporation are indistinguishable from the affairs of the officer or director. First Downtown Dev. v. Cimochowski, 613 So.2d 671, 676 (La.Ct.App.1993). The alter ego doctrine involves the failure to conduct a business on corporate footing, thereby disregarding the corporate entity to such an extent that the corporation ceases to be distinguishable from its shareholders. Kingsman Enterprises v. Bakerfield Electric Co., 339 So.2d 1280, 1282 (La.App. 1st Cir.1976). Indicia of such disregard include: 1) commingling of corporate and shareholders' funds; 2) failure to follow statutory formalities in the transaction of corporate affairs; 3) undercapitalization; 4) failure to provide separate bank accounts and bookkeeping records; and 5) failure to hold regular shareholders and directors meetings. Holley v. Palermo, 461 So.2d 539 (La.App. 3d Cir.1984); Kingsman Enterprises, supra. In veil piercing cases, courts have compelled compliance with discovery requests seeking financial projections and budgets, closing statements, financial statements, bank statements, accounting records, tax returns and minutes of meetings.5 Here, Sodexo seeks documents that would go to show commingling of corporate and shareholders' funds, undercapitalization and failure to provide separate bank accounts and bookkeeping records. Fraud is a “misrepresentation or a suppression of the truth made with the intention either to obtain an unjust advantage for one party or to cause a loss or inconvenience to the other. Fraud may also result from silence or inaction.” La. CC art. 1953. To show fraud or misrepresentation, a plaintiff must show that there was a misrepresentation of material fact made with the intent to deceive that caused justifiable reliance and injury.6 When a fraud claim is based on the defendant’s

5

See, Rivercliff Co. v. Residences at Riverdale GP, LLC, No. 4:10-cv-00330 SWW, 2011 U.S. Dist. LEXIS 139158 at * 28-30 (E.D. Ark. Dec 2, 2011) – noting that the information sought was relevant and “likely essential” to the plaintiff’s claims. See also, Watson v. Sunrise Senior Living Servs., No. 10-230 (KM) at * 57 (D.N.J. Jan., 8, 2013). 6 Kadlec Medical Center v. Lakeview Anesthesia Assoc., 527 F.3d 412, 418 (5th Cir. 2008).

6

Case 2:11-cv-01659-JTM-MBN Document 656-3 Filed 06/20/14 Page 7 of 42

silence, the plaintiff must show what facts were omitted, where they should have been communicated and how those omissions lead to the plaintiff’s injury.7 Sodexo seeks discovery of communications between Maurin, Walker and the hospitals, which would support this claim, as well as financial documents, which would bear upon the damages element of Sodexo’s claims. Sodexo also alleges that Maurin committed acts of conversion. A defendant has committed a conversion when it has so seriously interfered with chattel or the plaintiff’s rights in that chattel as to justify the forced judicial sale to the defendant. 8 Factors to be considered in assessing the seriousness of the interference with plaintiff’s rights include: the extent and duration of the defendant’s exercise of control over the chattel, his intent to assert a right which is in fact inconsistent with the plaintiff’s right of control, the defendant’s good faith or bad faith, the extent and duration of the resulting interference with the plaintiff’s right of control, the harm done to the chattel, and the expense and inconvenience caused to the plaintiff. Id. at 120-121. The intent requirement for conversion is not one of conscious wrongdoing. Id. at 121. Rather, the defendant need only intend to exercise control over the goods, which is inconsistent with the plaintiff’s rights. Even if a defendant unintentionally exerts his ownership over chattel, he will still have committed a conversion if his actions are inconsistent with the rights of the plaintiff. Id. If the defendant acquires the chattel through wrongful acts such as theft or fraud, the taking itself is wrongful and there is no need for the plaintiff to request that the goods be returned. Id. Discovery of financial records here will show Defendants converted funds that Sodexo was owed. Further, the documents are relevant to show that Maurin conspired with Walker to defraud creditors and take funds that creditors had rights in.

7

Caroll v. Fort St. James Corp., 470 F.3d 1171, 1174 (5th Cir. 2006). Louisiana State Bar Assoc. v. Hinrichs, 486 So. 2d 116, 120 (La. 1986); see, also, Tubos de Acero de Mexico, S.A., v. American International Investment Corp., Inc; George Sfeir, No. 00-31054, No. 00-31187 (U.S. 5th Cir. 2002). 8

7

Case 2:11-cv-01659-JTM-MBN Document 656-3 Filed 06/20/14 Page 8 of 42

Finally the documents are relevant to the whereabouts of assets belonging to Walker, against whom Sodexo is pursing collection of its judgment. IV.

Maurin’s Objections are Without Merit A.

The Requests are Not Limited by Magistrate Judge Chasez’s Ruling.

One response or objection commonly utilized by Maurin is that Magistrate Judge Chasez’s ruling on an earlier motion to compel precludes the production of further documents by Maurin. R. Doc. 221. This argument is without merit. Before this case went into an inactive status, 9 Sodexo previously moved to compel with respect to its First Set, inter alia, Requests for Production Nos. 11 and 13. With respect to those Requests, Judge Chasez ordered that: “defendant is to re-check the completeness of his production and is to produce any additional responsive materials.” (Doc. 221 at p. 3) Those are the only two requests that were at issue in the prior motion and are at issue in the instant motion.10 With respect to Requests No. 5, 8, 12 and 14 of the First Set (that were not at issue in the prior motion to compel), Sodexo has not been able to obtain responses, despite discussions with counsel for Mr. Maurin. Further, Judge Chasez obviously did not consider Sodexo’s Subpoena to Maurin issued in March 2013 or Sodexo’s Second Set of Requests for Production to the Maurin Defendants – in 2014 as they were issued long after Judge Chasez’s ruling. Still further, and importantly, at the time the prior motion to compel was heard, the Maurin Defendants had not filed even their first motion for summary judgment, much less their second. The Maurin Defendants’ filed their first motion for summary judgment on February 20, 2013. R. Doc. 282. Robert Maurin In May 2013, Walker advised all parties he believed he would obtain adequate funds to satisfy Sodexo’s prior judgments as well as the debts owed Plaintiff disbursing agent (for the Gulf States Covington hospital). All parties wished to avoid the expense of further litigation, so discovery and pending motions were put on hold. Walker entered a settlement agreement but did not fund the settlement; this Court entered judgment in favor of Sodexo on October 22, 2013 (R. Doc. 415). Walker claims he has no money to pay the judgment. The litigation against the alleged solidary obligors has resumed, and collection efforts against Walker continue. When the case resumed, undersigned counsel reurged the need to produce financial records and met and conferred with counsel for Maurin. 10 Judge Chasez’s ruling addressed only Sodexo’s First Set of Requests for Production to Maurin and only Requests Nos. 4, 7, 11, and 13. 9

8

Case 2:11-cv-01659-JTM-MBN Document 656-3 Filed 06/20/14 Page 9 of 42

submitted an affidavit with that first motion. (Doc. 282-3). At that point, affidavits of Kellie Martin and Donna Drake had not been submitted. Judge Milazzo dismissed the prior motion and ruled that it was not a properly supported summary judgment motion. (R. Doc. 403) The Maurin Defendants filed their second motion for summary judgment a year later, and have submitted affidavits of Maurin, Martin and Drake in support of this motion for summary judgment. R. Doc. 503-7, 503-8, 503-9. These affiants rely upon documents that have not been produced to Sodexo and are responsive to the discovery requests and subpoena at issue here. Production of these documents is obviously called for. B.

Robert Maurin Has Responsive Documents in His Possession or Control.

Maurin also frequently objects that he does not have any responsive documents in his possession. However, this does not excuse Maurin from producing the requested documents. Many of these documents are in the possession of Maurin’s attorneys (e.g., BSW/Frost) or CPA (e.g., Donna Drake). BSW/Frost’s files in which Maurin was the client (in his individual capacity or member/manager/owner capacity) are actually the property of Robert Maurin (and/or the other Maurin Defendants).11 A party is not excused from responding to a request for production merely because it does not possess the responsive requested material. 12 Rather, a party’s duty to respond includes a duty to make a reasonable effort to obtain the information requested.13 Maurin’s files at BSW/Frost are documents within his control. Maurin should therefore be required to produce his client files at BSW/Frost and other attorneys offices such as David Woolridge. This would prevent BSW/Frost, as to whom a motion to dismiss has been granted, and Sodexo from bearing what has

See, Louisiana Rule of Professional Conduct, 1.16(d) – stating that “Upon written request by the client, the lawyer shall promptly release to the client or the client’s new lawyer the entire file related to the matter.” 11

12

Somerset Marine, Inc. v. Briese Schiffahrts GMBH & Co., No. 01-01881, 2002 U.S. Dist. LEXIS 15758 at *3 (E.D. La. Aug. 21, 2002). 13 Canon U.S.A., Inc. v. S.A.M., Inc., No. 07-01201, 2008 U.S. Dist. LEXIS 47712 at *7 (E.D. La. June 20, 2008).

9

Case 2:11-cv-01659-JTM-MBN Document 656-3 Filed 06/20/14 Page 10 of 42

been estimated to be substantial cost for marshaling the documents that Sodexo has requested and which Maurin is obligated to produce. Sodexo has, as can be seen below, requested a number of these documents from both sources, BSW/Frost and Maurin. Sodexo now moves to compel production of those documents from Maurin, as Maurin has not complied with these discovery requests. Maurin strung Sodexo along until recently indicating that the parties may be able to reach an amicable solution – to no avail. Should Maurin (and the Maurin Defendants) wish for BSW/Frost to facilitate the marshaling of documents, Maurin (and the Maurin Defendants) should be required to pay for that. Sodexo has always insisted that these documents should come from Maurin. This Court, in its order dismissing BSW/Frost, stated: “Sodexo’s remedies lie not with Frost & BSW but with their clients.” R. Doc. 566, p. 14. The documents pertaining to BSW/Frost’s representation of Maurin and Maurin’s companies belong to Maurin, and Maurin alone bears the responsibility for producing these documents. This is particularly so where Maurin has come forward with a motion for summary judgment and affidavits specifically placing at issue the documents responsive to Sodexo’s requests. No authority whatsoever allows Maurin to file such a motion, submit such affidavits and hide his documents at his office, his attorneys’ office and his CPA’s office. Indeed, in a meet and confer discussion with counsel for Maurin on June 17, 2014 regarding Sodexo’s Second Set, counsel for Maurin divulged that he had indeed requested documents from BSW/Frost “early on” in this litigation – years ago -- but BSW/Frost “did not want to go through them” or words to that effect. Either Maurin’s files at BSW/Frost can be segregated or they are files as to which Maurin and Walker were both the client contacts. Incredibly, in this veil piercing single business enterprise and fraud case, Maurin would like to shift the burden to Sodexo to fund an effort to separate (assuming that could be done) Maurin’s and Walker’s commingled files which are in the possession of BSW/Frost. The commingled state of the files and the representation by BSW/Frost 10

Case 2:11-cv-01659-JTM-MBN Document 656-3 Filed 06/20/14 Page 11 of 42

are themselves evidence relevant to Sodexo’s case.14 Sodexo should not be forced to aid the Maurin Defendants in their effort to extract their business affairs from one another and from those of Walker since the crux of this case is that their business affairs were combined. The same is true for documents in the possession of Maurin’s CPA, Donna Drake. Although Ms. Drake has submitted an affidavit in support of the Maurin Defendants’ motion for summary judgment, her counsel and counsel for Maurin have teamed up to prevent discovery of documents in her possession that are responsive to a subpoena served on Ms. Drake in advance of her deposition last year. (See, Exhibit E, recent emails with Drake’s attorney) Last year, before the case went into an inactive status, Ms. Drake advised that she was in the middle of tax season and could not engage in the review of documents at that time but that she would be able to produce the documents at a later time. She simply wanted Sodexo to write certified letters to various entities who were not parties to the case (for which she did accounting work) giving them seven days to object to the production of their tax returns before she made them available in response to the subpoena. (See, Exhibit E, earlier emails with Drake’s attorney). Now, Ms. Drake’s attorney claims the documents will only be produced by Court order and that he wants to engage in the review of documents himself and have Sodexo pay him for that. (Exhibit E, recent emails with Drake’s attorney). Maurin, on June 19, 2014, now raises accountant privilege, having never raised it during the 2013 deposition of Maurin. (See, Exh. E). Documents requested from Drake included those that Sodexo has already obtained orders compelling production, including Walker, JJJJ Walker and GSHS. (Doc. 553). Further, discussions with counsel for Maurin regarding the First Set and the Maurin Subpoena15, took place until May 8, 2014 when counsel for Maurin indicated for the first time that no additional documents would be produced and that undersigned counsel could file a motion to 14

During that meet and confer counsel for Maurin also indicated that he would produce a privilege log for a file list produced by counsel for BSW/Frost. (Exh. H) 15 Counsel for Maurin and undersigned counsel engaged in a formal meet and confer regarding the Second Set on June 17, 2014 at 10:00 am.

11

Case 2:11-cv-01659-JTM-MBN Document 656-3 Filed 06/20/14 Page 12 of 42

compel.16 Counsel for Maurin also requested he be extended the professional courtesy of setting the instant motion to compel not earlier than June 2014. In the latest discussions, Maurin now hides behind this Court’s ruling compelling BSW/Frost to produce certain documents requested by Sodexo (Doc. 618), objecting that BSW/Frost should be responsible for producing those documents. (Exh. O). The presumption is that the responding party must bear the expense of complying with discovery requests. See, Benson v. St. Joseph Reg’l Health Ctr., No. H-04-04323, 2006 U.S. Dist. LEXIS 34815 at *5 (S.D. Tex. May 17, 2006). There is no reason to deviate from the general rule in this case. Indeed, because Sodexo has repeatedly attempted to resolve these disputes amicably, only to be met time and again with resistance from Maurin, this Court has further incentive to order Maurin responsible for the cost of production.17 If Sodexo’s Motion to Compel is granted, Sodexo should also be awarded expenses under Rule 37, which states: If the Motion is Granted (or Disclosure or Discovery is Provided After Filing). If the motion is granted – or if the disclosure or requested discovery is provided after the motion was filed – the court must, after giving an opportunity to be heard, require the party or deponent whose conduct necessitated the motion, the party or attorney advising that conduct, or both to pay the movant’s reasonable expenses incurred in making the motion, including attorney’s fees. Fed. R. Civ. P. 37(a)(5)(A). emphasis added. C.

The Documents are Subject to Attorney-Client Privilege.

Sodexo has already asserted that any documents that fall under the attorney client privilege are subject to the crime fraud exception. 18 Magistrate Judge North has ordered an in camera

16

See, fn. 7, above. As will be discussed below, the cost of production for some of the documents should be relatively insignificant. However, Sodexo contends that Maurin should be responsible for producing any documents in his possession that are the subject of a motion to compel against BSW/Frost. The cost of marshaling those documents for inspection, etc. has been estimated to be quite significant. However, production by Maurin, rather than BSW/Frost is likely to be more efficient. 18 See Sodexo’s Memorandum in support of motion for order compelling compliance with subpoenas to BSW/Greg Frost, including production for inspection and copying of documents and electronically stored 17

12

Case 2:11-cv-01659-JTM-MBN Document 656-3 Filed 06/20/14 Page 13 of 42

inspection of any documents that are placed on the privilege log called for by his Honor’s Order. (Doc. 618, p. 2). In United States v. Zolin, 491 U.S. 554, 564-65, 568, 572 (1989), the Supreme Court considered the procedure by which district courts should determine whether to hold an in camera examination in the context of the crime-fraud exception. Before engaging in an in camera inspection the court “should require a showing of a factual basis adequate to support a good faith belief by a reasonable person.” Id. at 572. This Honorable Court has ordered such an in camera inspection and properly and implicitly found that Sodexo has met the “good faith belief by a reasonable person” standard. This standard having been met is another important factor that weighs against Sodexo bearing the cost of an outside law firm marshaling, reviewing and logging the BSW/Frost that belong to Maurin files in an effort to protect a privilege that belongs to clients whose conduct would be appraised in good faith by a reasonable person as fraudulent or criminal, particularly where those clients are defendants or judgment debtors in this case. 19 This Honorable Court recognized during the hearings on the Motion to Compel BSW/Frost that said motion was the only motion before it (and could not reach the instant Motion to Compel Maurin). V.

Documents to which Sodexo is Entitled and Their Relevance to Sodexo’s Claims There are generally four categories of documents to which Sodexo is entitled and which are

at issue here: (1) Financial records maintained by Robert Maurin, (2) banking records in Maurin’s possession or reasonably attainable by Robert Maurin, (3) communications between Maurin, Walker and the hospital related entities and (4) general information and records regarding the hospital related entities. Sodexo is entitled to these documents for two reasons. First, many of the requested documents were relied upon by Kellie Martin, Donna Drake and Robert Maurin – affiants

information and deposition testimony call for by subpoenas filed under seal as R. Doc. 524-1, which is incorporated as if rewritten herein. 19

As Sodexo has previously argued, a prima facie case for the application of the crime fraud exception has been made with respect to categories of documents based upon evidence already available to the Court.

13

Case 2:11-cv-01659-JTM-MBN Document 656-3 Filed 06/20/14 Page 14 of 42

in support of the Maurin Defendants’ summary judgment motion – have not been provided to Sodexo. Second, each document requested is relevant to proving some element of Sodexo’s claims against the Maurin Defendants. A.

Financial Records including QuickBooks data

Financial records maintained by Maurin, including his QuickBooks data are discoverable. These records are relevant to all of Sodexo’s claims: single business enterprise, corporate veil piercing, fraud and conversion. These documents would reflect all business and personal transactions as recorded by Robert Maurin (or his agent, accountant, etc.) and would show whether the hospital related entities financed one another, whether they paid the salaries and expenses of one another, whether the they received business other than from its affiliated entities and whether they used a centralized accounting process. Those factors are all relevant to showing that the hospital related entities operated as a single business enterprise, allowing Sodexo to collect the debt owed from any/all of the entities. The financial records maintained by Maurin, including QuickBooks data would also reveal any commingling of funds between Maurin, Walker and the hospital related entities; undercapitalization; and/or failure to provide separate bank accounts and bookkeeping records. Satisfaction of some of these factors support piercing the corporate veil of the hospital related entities and/or GSHS to hold Maurin, along with Walker, personally liable for the debt owed Sodexo. Sodexo also alleges fraud. Sodexo must show that Maurin remained silent where he owed a duty to speak and that those omissions led to injury to Sodexo. Caroll, 470 F.3d at 1174. Maurin’s financial records would show where the money that should have been paid to Sodexo went, proving the damages element of Sodexo’s fraud claim. Finally, Sodexo’s conversion claims require a showing that Maurin acted in deviation of Sodexo’s rights. Financial records would show that funds 14

Case 2:11-cv-01659-JTM-MBN Document 656-3 Filed 06/20/14 Page 15 of 42

owed Sodexo were diverted elsewhere (to pay hospital debts, for example) in deviation of Sodexo’s established rights. To determine whether Maurin has commingled assets, Sodexo needs both paper banking records and Robert Maurin’s QuickBooks in order to compare transactions. Comparing these transactions will reflect whether there is comingling amongst the companies. Those facts tend to show that the corporate veil should be pierced and that the entities should be considered a single business enterprise. Sodexo has already obtained information that suggests commingling of assets was common amongst the Maurin entities. 20 A PriceWaterhouse Coopers report found as follows during an official due diligence investigation for a buyer of the assets of Defendant Gulf States LTAC of Dallas, LLC, one of the Texas hospitals in the Gulf States network of companies owned by Maurin and GSHS:21 Cash is being commingled with funds from other Holding entities. Cash is being managed as if it was a single entity. Voluminous amount of cash transfers to and from the various bank accounts. Total number of bank accounts, including affiliated entities, was approximately 58. Payroll account for Staffing has never been reconciled. All payroll, with the exception of 2 Texas entities, is paid from this account. Although cash is reconciled for most accounts through November 2008, there [are] a significant amount of adjustments that still need to be posted to the general ledger. (Doc. 524-1, Exh. 10, Exhibit 13 thereto). This report was prepared and provided to Rim & Associates, a company hired by Walker and Maurin, to assist in finding a buyer for Texas hospitals. (Doc. 549, Exh. 4 thereto, pp. 151-52) Maurin has taken issue with the PriceWaterhouse Coopers report filed in opposition to the Maurin Defendants’ motion for summary judgment. (Doc. 589 at p. 19-20) Maurin has even chided that Sodexo did not submit financial records showing Maurin’s commingling of funds—despite the fact that, at the time of that statement to the Court, Maurin’s See, e.g., Sodexo’s memorandum in opposition to motion for summary judgment and memorandum in support of motion to compel BSW/Frost, Docs. 549-3 and 524-1 filed under seal) 21 See, Doc. 549-3, Exh 2-S thereto and evidence cited therein and attached thereto with respect to Defendant Gulf States LTAC of Dallas, LLC. Physician investors make up the remaining ownership aside from Maurin and GSHS. 20

15

Case 2:11-cv-01659-JTM-MBN Document 656-3 Filed 06/20/14 Page 16 of 42

counsel was purportedly engaged in discussions with Sodexo regarding the production of financial records still outstanding. (Doc. 589 at pp. 11 and 17)22 The Maurin Defendants have failed to produce any banking or financial records or other documents that would reflect the commingling or movement of funds between the Maurin/Gulf States companies and/or between Walker and Maurin. This is so despite their motion for summary judgment seeking dismissal of Sodexo’s single business enterprise, veil piercing, fraud and conversion claims, which relies on affidavits by Maurin, his controller, Kellie Martin, and his CPA Donna Drake have all submitted affidavits in support of the motion for summary judgment purporting to speak about such documents. (Docs. 503-7, 503-8, 503-9). Indeed, Maurin has selectively come forward with financial records to the extent he wishes to rely upon or explain them,23 and at the same time has attempted to shield from discovery documents to which Sodexo is obviously entitled. This cannot be done with respect to privileged information, much less nonprivileged financial records. 24 (See, Doc. 503-37). Maurin, Drake and Martin have access to Maurin’s set of “Quick Books” which track Maurin’s bank records and movement of money

22

Maurin points to the absence of financial records from Gulf States Health Services, Inc., but aside from being a director and officer of GSHS, Maurin was involved in attempting to preserve the information maintained on the Gulf States Health Services, Inc. computer system as that entity was left to its demise. (Frost deposition, pp. 217-218 and Exhibit 29 thereto, which will be submitted at the hearing of this matter). Further, the address for Gulf States Health Services, Inc. on the Secretary of State’s website is 629 Dunn Street, Houma, Louisiana – the same address where an entity owned, at least in part by Maurin, currently operates as a rehabilitation hospital by the name of St. Anne Rehabilitation Hospital. Therefore, Maurin should be compelled to produce responsive documents from all sources to which he has access. 23 The portions of inividual bank statements Maurin has produced purportedly justify a promissory note and related consent judgment Maurin obtained against Walker (for the stated purpose of Walker’s personal guarantee) which Maurin and Walker have used to prime other creditors, including Sodexo. 24 See, Conkling v. Turner, 883 F.2d 431, 434 (5th Cir. 1989), stating: “’When confidential communications are made a material issue in a judicial proceeding, fairness demands treating the defense as a waiver of the privilege.’” citing United States v. Mierzwicki, 500 F. Supp. 1331, 1335 (D.Md. 1980) and “The great weight of authority holds that the attorney-client privilege is waived when a litigant ‘place[s] information protected by it in issue through some affirmative act for his own benefit, and to allow the privilege to protect against disclosure of such information would be manifestly unfair to the opposing party.’” citing Hearn v. Rhay, 68 F.R.D. 574, 581 (E.D.Wash. 1975).

16

Case 2:11-cv-01659-JTM-MBN Document 656-3 Filed 06/20/14 Page 17 of 42

between he and his companies and contain copies of checks, as well as loan information. Maurin’s controller, Kellie Martin, testified: Q. A. Q. A. Q.

*

A. Q. A. * * Q.

Okay. And you're technically employed by Jamestown, Inc.? Correct. And your paychecks say Jamestown, Inc.? Yes. But do you work for these other companies that we have talked about on the list, the long list of companies we went through today; is that right? Yes. And I imagine Jamestown, Inc. has some bank accounts? Yes.

And are there any other banks that Jamestown, Inc. has one or more accounts with? A. Without looking into Quickbooks, I couldn't say right off the top of my head. (Kellie Martin deposition, pp. 114- 116) * * * Q. Okay. Now, there was some discussion yesterday and today about the Quickbooks maintained by Mr. Maurin and his businesses. Do you recall that testimony -- you recall that testimony? A. Yes. Q. Can you describe for us the various software and computer systems that are used to operate and maintain information relating to Mr. Maurin's businesses, including Mr. Maurin individually and Jamestown, Inc.? A. Yes. We have the Quickbooks Pro 2012 software, I believe. Each entity has its own file and each entity has its own checkbook and it is maintained in Quickbooks and we are able to write checks out of Quickbooks and print checks and run reconciliation reports, balance sheets, profit and loss, but it is all maintained in a software form. Q. And has that Quickbooks Pro system that you've just described been in place since you started in February of 2008? A. Yes. Well, it gets updated every year, but our -- probably not every year but every few years. Q. So, for instance, if I wanted to determine what loans have been made by Jamestown, Inc. during the year 2008, I should be able to go to your Quickbooks system and pull up Jamestown, Inc. and then identify whatever loans have been made by the company that year? A. Yes. And I believe those records were already provided, yes. Q. And that should -- I should also be able to go into the system and see the a ctual checks that were issued, correct? A. Yes. Q. And the same would be true for Gulf States Meadows, would it not? A. Correct. Q. And so if I wanted to determine what advances or loans or capital contributions had been by Mr. Maurin or any of his entities to Gulf States 17

Case 2:11-cv-01659-JTM-MBN Document 656-3 Filed 06/20/14 Page 18 of 42

A.

Meadows, I should be able to access that through your Quickbooks system? Yes.

(Kellie Martin deposition, pp. 123-125)25 Indeed, Maurin has selectively come forward with financial records to the extent he wishes to rely upon or explain them, 26 and at the same time has attempted to shield from discovery documents to which Sodexo is obviously entitled. This cannot be done with respect to privileged information, much less non-privileged financial records.27 (See, Doc. 503-37). Production of QuickBooks data would save all parties time and expense. A simple backup of the data is all that is needed to comply with Sodexo’s requests for such information, allowing Sodexo access to the same information that Affiant Donna Drake had. At this point Sodexo has not even learned what companies’ financial records are kept on Robert Maurin’s QuickBooks system to which Donna Drake had access. Such listing is undoubtedly available on the QuickBlooks themselves but has not been produced. Listed below are Sodexo’s specific requests for financial records.

25

In prior pleadings, Sodexo has filed deposition transcript pages under seal based upon discussion of counsel during the deposition of Kellie Martin, but recently counsel for Maurin filed deposition transcript pages without filing them under seal. (Doc. 614). Nevertheless, out of an abundance of caution, Sodexo has removed the names of banks referenced in the quoted deposition testimony here and rather than attach the deposition pages will make them available at the hearing of this matter. 26 The portions of inividual bank statements Maurin has produced purportedly justify a promissory note and related consent judgment Maurin obtained against Walker (for the stated purpose of Walker’s personal guarantee) which Maurin and Walker have used to prime other creditors, including Sodexo. 27 See, Conkling v. Turner, 883 F.2d 431, 434 (5th Cir. 1989), stating: “’When confidential communications are made a material issue in a judicial proceeding, fairness demands treating the defense as a waiver of the privilege.’” citing United States v. Mierzwicki, 500 F. Supp. 1331, 1335 (D.Md. 1980) and “The great weight of authority holds that the attorney-client privilege is waived when a litigant ‘place[s] information protected by it in issue through some affirmative act for his own benefit, and to allow the privilege to protect against disclosure of such information would be manifestly unfair to the opposing party.’” citing Hearn v. Rhay, 68 F.R.D. 574, 581 (E.D.Wash. 1975).

18

Case 2:11-cv-01659-JTM-MBN Document 656-3 Filed 06/20/14 Page 19 of 42

1. Financial Records - Sodexo’s First Set of Requests for Production (see Exhibit A, I, and F) A number of Sodexo’s requests call for basically the same documents from multiple sources, multiple times. Sodexo does not desire to have the Court address these issues time and again. Although there is crossover between requests, Sodexo has attempted to categorize the documents at issue and only requires the documents be produced once. Request for Production No. 12: the business and financial records, including tax returns, financial statements, bank statements, cancelled checks, contracts, leases, correspondence, and corporate documents for these entities: a. b. c. d. e. f. g. h. i. j. k. l. m.

Iberia Healthcare Properties, LLC Hammond Healthcare Properties, LLC Denham Springs Healthcare Properties, LLC Covington Healthcare Properties, LLC Jamestown Healthcare Properties, Inc. (or LLC) Imperial Healthcare Leasing, LLC Jamestown Healthcare Properties of New Iberia, LLC Jamestown Healthcare Properties of Hammond, LLC B&G Healthcare Properties, LLC Jamestown Healthcare Properties of New Braunfels, LLC Gulf States Meadows, LP New Braunfels Healthcare Properties, LLC Jamestown Equipment and Leasing, LLC

Maurin contends the request is overly broad, harassing, vexatious and beyond the scope of discovery, that he has already produced the documents concerning the relationship between certain entities, he has no documents pertaining to Items C, G, H and J and that, Item N [sic], the equipment entity, had nothing to do with hospital operations. Sodexo contends that the documents are reasonably calculated to lead to the discovery of admissible evidence, and Mr. Maurin should be required to produce responsive documents for Items A, B, D-F, I, and K-L. Maurin previously produced “binders” of documents showing general company information such as secretary of state records, but not all, pertinent information is contained in the “binders”. For example, Ms. Martin, who maintains the binders, testified that the binders would not include ownership change 19

Case 2:11-cv-01659-JTM-MBN Document 656-3 Filed 06/20/14 Page 20 of 42

information (such as transfers of ownership from Walker to Maurin), which could be in various places in Maurin’s office. (Martin deposition, pp. 61-62)

The binders also may not include

guarantee agreements. (Martin deposition, p. 109) As set forth above, the bank records for these entities should be produced. New Braunfels Healthcare Properties, LLC and Gulf States Meadows, LP are, for example, among those for whom Maurin has cherry-picked bank records (producing portions of single bank statements and isolated checks) without making available the full records. (See, supra). Request for Production No. 14: all documents pertaining to or referring to the sale of assets of Iberia Rehabilitation Hospital, LLC, Hammond Rehabilitation Hospital, LLC, and/or Gulf States LTAC of Denham Springs, LLC and/or to the satisfaction of those entities’ unsecured debts in connection with such asset sales. Maurin claims he is not in possession or control of these documents. However, Maurin should be compelled to produce documents that are reasonably accessible to him that are in the possession of BSW/Frost as discussed in Section IV, B above. 2. Financial Records - Sodexo’s Second Set of Requests for Production (See Exhibits B and K) Request for Production No. 3: (The full set of QuickBooks data containing Maurin’s personal banking and financial records and each entity for which Maurin keeps books) Maurin contends that these documents were addressed by Magistrate Judge Chasez’s ruling. (R. Doc. 221). However, as discussed above in Section IV, A, this is not the case and such documents are relevant and should be produced to Sodexo. Requests for Production No. 4 - No. 9: (Documents bearing upon the truth or falsity of testimony offered in the affidavits of Robert Maurin, Donna Drake and Kellie Martin and documents relied upon by them in preparing those affidavits) Maurin has responded that the documents have (1) been produced, (2) do not exist or (3) have been previously ruled upon by Magistrate Judge Chasez. The documents have not been produced as the affiants relied upon 20

Case 2:11-cv-01659-JTM-MBN Document 656-3 Filed 06/20/14 Page 21 of 42

QuickBooks data that has not been produced to Sodexo. As discussed in Section IV, A, these documents were not considered by Magistrate Judge Chasez’s ruling. Request for Production No. 11: (Documents pertaining to the Gemino loan or to the use of funds obtained from Gemino Healthcare Finance, LLC pursuant to that loan) Maurin responds that he is not in possession of any such documents. However, Sodexo contends that these documents are in the possession of BSW/Frost and perhaps other agents of Maurin, including Drake and are reasonably obtainable by Maurin. Request for Production No. 16: (Documents that Maurin contends refute statements made in the PriceWaterhouseCoopers (PwC) Report) Maurin responds that the request is “ambiguous, overly broad, unduly burdensome, harassing and impossible to respond to[.]”Sodexo contends that any documents refuting the conclusion of the PwC document that the entities are commingling assets are obviously relevant and should be produced. 3. Financial Records - Subpoena to Maurin (See, Exhibits C and J) Maurin was served with a subpoena on March 18, 2013 in advance of his deposition. (See Exh. C, subpoena to Robert Maurin). On March 25, 2013, the day before Maurin’s deposition, counsel for Maurin served undersigned counsel with “objections” via a letter. The proper method for contesting the validity of the subpoenas was a motion to quash prior to the time for responding to the subpoena, which Maurin did not file. (FED. RULE CIV. P. 45(d)–(3)). The subpoenaed party must either comply with the terms of the subpoena or refuse to do so and contest its validity. See FED. RULE CIV. P. 45(d)–(3); Branch v. Phillips Petroleum Co., 638 F.2d 873, 877 (5th Cir. 1981); Moon v. SCP Pool Corp., 232 F.R.D. 633, 636 (C.D. Cal. 2005). Counsel for Maurin knew that the appropriate way to contest a subpoena is through a motion to quash, as counsel had prepared such a motion. (A draft motion was attached to the letter) (See Exhibit J, Letter from Counsel for Maurin containing objections). Maurin never took the measures called for under the 21

Case 2:11-cv-01659-JTM-MBN Document 656-3 Filed 06/20/14 Page 22 of 42

Federal Rules to contest the validity of the subpoena. Counsel for Maurin provided limited objections to the documents requested (Exh. N) but did not object to the use of a subpoena procedure to obtain the documents. Nevertheless, Sodexo will provide the Court with Maurin’s “objections” and Sodexo’s response below. Additionally, no privilege log was provided with the objections lodged by Maurin as required by Rule 45(e)(2) in order to preserve the privilege. To the extent Maurin attempts to assert a privilege, Sodexo hereby incorporates its memorandum in support of motion to compel compliance with subpoena to BSW/Frost with regard to the relevancy of the documents and the application of the crime-fraud exception to attorney-client privilege. (Motion to Compel filed under seal as Doc. 524-1). Subpoenaed Documents No. 10:

(The

movement of funds, obligations or assets among entities listed in the subpoena) and Subpoenaed Documents No. 11: (Transfer of assets amongst the entities listed in the subpoena). Again, this encompasses QuickBooks data and financial records that are essential to showing the companies acted as a single business. Maurin objects that the request is overbroad. However, Sodexo contends that the documents must be produced. The full set of Quick Books maintained by Maurin and his staff is responsive to these two requests (No. 10 and 11), as are financial records not contained on Quick Books that have not yet been produced. Maurin should be compelled to produce his full set of Quick Books, as that is where the evidence lies with regard to the movement of funds (or lack thereof) among his companies and to his personal bank accounts. Maurin has filed a motion for summary judgment purporting to address the movement of assets, the manner in which his records are kept, the “separateness” of funds from those other entities. The affiants whose affidavits have been submitted in support of the Maurin Defendants’ motion for summary judgment purport to offer sweeping testimony with respect to Maurin’s financial records. For example, Donna Drake offers testimony that:

22

Case 2:11-cv-01659-JTM-MBN Document 656-3 Filed 06/20/14 Page 23 of 42



Mr. Maurin maintains his own personal bank account and financial records. (Doc. 503-7, ¶ 7)



“[B]ased upon her examination and review the records of each individual company and Maurin”, there is no “intermingling or co-mingling” of funds”. (Doc. 503-7, ¶¶ 9-10).



“Her inspection and knowledge of the books and records of the Companies show no evidence of . . . any unaccounted for transactions.” (Doc. 503-7, ¶ 13)

In order to know whether all transactions for a particular company have been recorded in the books of that company, one would need to review all of Maurin’s transactions, not just those accounted for in the particular company’s records. This testimony by Drake, for example, calls for a comparison of bank records with Maurin’s set of Quick Books. Further, Drake offers: 

“If any funds are transferred to Maurin by any of the companies by way, for example loans, draws, dividends, salary, commission or for any other reason, they are duly and properly reflected in the financial and accounting record of Maurin as well as well [sic] as the specific individual Company.”

This requires a review of Maurin’s records, including Quick Books, and the records of any company where there have been such loans, draws, dividends, salaries, or commissions. Ms. Martin in her affidavit purports to give testimony about the “lack of transactions,” contractual and business relationships, involving certain of Maurin’s companies. (Doc. 503-8, ¶¶ 4, 5, 6) Ms. Martin offers testimony that all transfers between certain of Maurin’s companies and GSHS were properly reflected on the books and records of the applicable Company. (Doc. 503-8 ¶6) Ms. Martin purports to testify that GSHS’ only involvement with Jamestown, Inc. concerned certain loans it made to GSHS, as evidenced by that one certain promissory note dated January 15, 2009 . . .” and that Jamestown, Inc. had no involvement with Sodexo’s other judgment debtors. (Doc. 503-8 ¶ 13) Ms. Martin offers testimony that “All of the Companies maintain their own bank 23

Case 2:11-cv-01659-JTM-MBN Document 656-3 Filed 06/20/14 Page 24 of 42

accounts and any and all funds transferred were done in the ordinary course of business.” (503-8 ¶ 32) Maurin also purports to testify regarding the absence of transactions or circumstances to which he attests—contending in a self-serving manner that certain transactions or circumstances did not happen or exist. (See, e.g., 503-9 ¶¶ 5-11, 15, 34, 35, 37, 38, 39, 40, 41, 44-46, 53) Obviously, Sodexo is entitled to discovery of the financial and business records to which these affiants have access. The affiants have made sweeping statements about the transactions and business affairs reflected in particular companies’ books but also, importantly, transactions and business affairs that are not reflected in the books of particular companies – which perhaps should have been. Donna Drake has testified that she had access to Maurin’s full set of Quick Books, including every entity that he kept books for. (Exh. G, Drake deposition, p. 160-61). Subpoenaed Documents No. 17: (Assets of the companies listed in the subpoena) These assets would be reflected in the QuickBooks data and are relevant to Sodexo’s claims. Subpoenaed Documents No. 18: (Accounting and/or bank records of any of the entities listed in the subpoena for the time period of 2005 to the present) These records would be stored in QuickBooks and would reflect any suspect transactions which would go to support Sodexo’s claims under single business enterprise, corporate veil piercing, fraud and conversion. Maurin objects that the request is overbroad and that the Magistrate previously ruled that Maurin did not have to produce these records. However, as explained in Section IV, A, above, Magistrate Judge Chasez’s ruling does not encompass these requests. 4. Financial Records - Documents Requested from BSW/Frost and Further Incorporated Through Sodexo’s Second Set of Requests for Production (See, Exhibits B, D and K) These documents requested from BSW/Frost have been specifically requested from Maurin. BSW/Frost Subpoena No.3: (Capital contributions made with respect to the entities listed in the subpoena to BSW/Frost)

24

Case 2:11-cv-01659-JTM-MBN Document 656-3 Filed 06/20/14 Page 25 of 42

BSW/Frost Subpoena No.7: (Draft pleadings and receipts for public filings or records, pertaining to the 19th JDC suits) These documents are relevant to Sodexo’s fraud and conversion claims. BSW/Frost Subpoena No.12: (Plans for or approval of a judicially supervised liquidation of the proceeds from the sale of the assets of the Hammond Rehabilitation Hospital, LLC). BSW/Frost Subpoena No.13: (Checks, money orders or wire transfers by which fees were paid to BSW/Frost for service rendered to GSHS, Walker or Maurin or any entity in which either individual was an officer, director or held a direct or indirect interest) BSW/Frost Subpoena No.14: (Movement of funds, obligations or assets among the entities listed in the Subpoena to BSW/Frost) Again, this includes QuickBooks data and is clearly relevant to Sodexo’s claims. BSW/Frost Subpoena No.15: (Transfer of assets from GSHS, Hammond Rehabilitation Hospital, LLC, Iberia Rehabilitation Hospital, LLC, Gulf States Holding of New Iberia, LLC and/or Gulf States LTAC of Denham Springs, LLC) Again, this includes QuickBooks data and is clearly relevant to Sodexo’s claims. BSW/Frost Subpoena No.16: (How unsecured debts owed by GSHS, Hammond Rehabilitation Hospital, LLC, Iberia Rehabilitation Hospital, LLC, Gulf States Holding of New Iberia, LLC and/or Gulf States LTAC of Denham Springs, LLC would be treated upon any sale of assets of those entities) This could include financial documents as well as communications (which is discussed below). These documents are relevant to Sodexo’s claims, as they would show any efforts to avoid paying legitimate creditors. BSW/Frost Subpoena No.21: (Assets of any entity listed in the subpoena) Sodexo is entitled to these documents, as they are relevant to its claims against Defendants.

25

Case 2:11-cv-01659-JTM-MBN Document 656-3 Filed 06/20/14 Page 26 of 42

BSW/Frost Subpoena No.22: (Accounting and/or bank records of any of the entities listed in the subpoena) These records would show any suspect transactions and support Sodexo’s claims against Defendants. BSW/Frost Subpoena No.23 – No.25: (Statements, invoices and/or billing memos for fees or expenses billed to Greg Walker, Robert Maurin or GSHS) BSW/Frost Subpoena No.29: (Leases entered into by any entity listed in the subpoena, including any documents pertaining to the fair market value of such leases) These documents would be contained in the QuickBooks records and are relevant to Sodexo’s claims as discussed above. BSW/Frost Subpoena No.32: (Non-privileged documents maintained in the course of BSW/Frost’s representation of Walker, Maurin or the entities listed in the subpoena) Maurin responds to each of the above document requests by stating that the documents are not in his possession and that BSW/Frost are in the process of complying with the Magistrate’s ruling on compelling production of these documents. However, as discussed in Section IV, B above, Maurin’s documents in the possession of BSW/Frost are reasonably accessible to Maurin and should be turned over to him and then produced, with Maurin bearing the cost of production. 5.

Financial Records - Documents Requested by David Adler and Incorporated Through Sodexo’s Second Set of Requests for Production (See, Exhibits B, D and K). Sodexo incorporated through its Second Set requests made by David Adler. Maurin has not

responded to these requests. Most of these documents pertain to financial records and are listed below: David Adler Request No. 3: (Purchase and sale documents of entities listed in request) David Adler Request No. 4: (Start up and operation capital) David Adler Request No. 5: (Ownership and purchase price of real property owned) David Adler Request No. 7: (Profit and loss statements, balance sheets, income statements, statements of retained earnings and case flow statements) 26

Case 2:11-cv-01659-JTM-MBN Document 656-3 Filed 06/20/14 Page 27 of 42

David Adler Request No. 8: (Promissory notes or other evidence of indebtedness, intercompany loans, etc.) David Adler Request No. 9: (Loan documents or evidence of indebtedness by listed entities to Walker, Maurin, and GSHS) David Adler Request No. 10: (Financial statements) David Adler Request No. 14: (Documents produced to any entity in connection with due diligence in anticipation of its potential acquisition of the entities) David Adler Request No. 18: (Borrowing or lending documents) David Adler Request No. 19: (Due diligence and closing documents) David Adler Request No. 20: (Solicitations of ownership of an interest in any entity in which Maurin, Walker, individually or through another entity owned an interest). David Adler Request No. 23: (Records of distributions of funds) David Adler Request No. 24: (Payment of rents) David Adler Request No. 27: (Merrill Lynch and Gemino loan documents) David Adler Request No. 28: (Records reflecting uses of the Merrill Lynch and Gemino loans) David Adler Request No. 29: (Communications with Louisiana and Texas Departments of Revenue or the Internal Revenue Service) B.

Banking Records For the same reasons discussed above (Section A) Sodexo is entitled to the banking records

in Robert Maurin’s possession. Sodexo is entitled to documents that would enable it to compare Maurin and the hospital entities’ related records. Such a comparison would show if there has been an attempt on the part of Walker, Maurin and/or the hospital related entities to disguise transactions

27

Case 2:11-cv-01659-JTM-MBN Document 656-3 Filed 06/20/14 Page 28 of 42

which would support the elements of Sodexo’s claims under theories of single business enterprise, corporate veil piercing, fraud and conversion. Additionally, instead of producing the responsive documents, however, Maurin has selectively relied upon and produced only particular checks and bank statements, which he points to in his motion for summary judgment. (See, e.g., Docs. 503-42, 503-47) Indeed, Maurin’s affidavit submitted in support of his motion for summary judgment states in paragraph 12: Attached hereto, as itemized below, are tax and business records concerning and/or maintained by the Companies. Maurin is the custodian of these business records and they are true and correct and accurately reflect the business status and activities of the respective Companies and constitute the normal business records of the repective Companies. All of these documents were previously produced to Sodexo’s attorney in discovery. Yet, only particular, isolated checks and particular and isolated bank statement pages have been produced by Maurin. Obviously, Maurin cannot use his bank records and those of his companies as both a sword and a shield. Further, as this case proceeds to expert discovery, plaintiffs’ experts would require complete bank records in forming their opinions in this case. Maurin must be compelled to produce his full bank records and not just those he has cherry-picked. Plaintiffs herein contend that Maurin and Walker stripped the assets of Louisiana entities, including Sodexo’s judgment debtors and used them to keep Texas companies alive long enough to sell the Texas operations at a profit and pocket the proceeds. Maurin has produced selected items from the financial records of Gulf States Meadows, LP (the owner of one of the Texas buildings) showing it received deposits in the form of back rent from the buyer of the Texas operations (RehabCare), but the selected records do not include checks or other transfers showing that money going to Maurin, Walker or other entities after reaching the Gulf States Meadows, LP bank account. (See, Doc. 503-40; see, also, Doc. 503-39 which contains a similarly limited presentation of the bank account records for New Braunfels Healthcare Properties, LLC)

28

These documents are

Case 2:11-cv-01659-JTM-MBN Document 656-3 Filed 06/20/14 Page 29 of 42

obviously relevant to Sodexo’s claims of fraud and conversion in addition to the claims of single business enterprise and veil piercing. Maurin’s affidavit attaches, as Exhibit 28 thereto, a list of all bank accounts maintained by Jamestown, Inc., Jamestown, Gaming, LLC, Gulf States Meadows, LP, New Braunfels Healthcare Properties, LLC, and Gulf States Healthcare Properties of Dallas, LLC (Doc. 503-38) but Maurin has refused to produce the records. The bank records would show, for example, when Maurin transferred money from the real estate companies to Walker. Martin testified that when the real estate entities received rent more than sufficient to cover the note on the hospital building, a distribution would be made to Walker (until the time when Walker’s interests in the real estate companies had all been transferred to Maurin). (Martin deposition, pp. 93-96) Further, the bank records would reflect Walker wiring money to Maurin entities. (Martin deposition, p. 104) Listed below are specific requests, which seek relevant banking records. 1.

Banking Records - Sodexo’s First Set of Requests for Production (see Exhibit A, I, and F) Request for Production No. 8: (Bank statements and cancelled checks for the last eight

years for each bank account held by an entity in which Maurin had an ownership interest, was an officer, was a director or was an authorized signatory on the account0 Maurin responds that the request is overbroad, harassing and vexatious. These documents have not been produced and are obviously relevant as explained above. The requested bank records are reasonably calculated to lead to the discovery of admissible evidence in this veil piercing, single business enterprise, fraud and conversion case. Maurin should be compelled to produce responsive documents with respect to accounts held by entities that have had a financial relationship with the Gulf States hospital business and/or with Greg Walker (excluding those covered by Request No. 12 below) and those that have received or provided funds to such accounts. 29

Case 2:11-cv-01659-JTM-MBN Document 656-3 Filed 06/20/14 Page 30 of 42

B&G Energy LLC Bolgalusa Healthcare Properties LLC Crenshaw Beltway Properties LLC DeSoto Gulf States LLC DeSoto LTAC Properties LLC Five Group, LLC Good Man Investments LLC Gulf States Health Services Inc. Gulf States Healthcare Properties of Dallas LLC Gulf States of Dallas Holdings II LLC Gulf States of Dallas Holdings LLC, Gulf States Holding of New Iberia LLC Gulf States Holdings of Bay Area LLC Gulf States LTAC of Bay Area LLC Gulf States LTAC Hospital of Bay Area LP Gulf States LTAC of Bogalusa LLC Gulf States LTAC of New Braunfels LLC Gulf States LTAC of Houma LLC Gulf States LTAC of New Orleans LLC Gulf States Staffing & Personnel Services LLC Gulf States LTAC of Covington LLC Gulf States LTAC of Dallas LLC Gulf States LTAC of Denham Springs LLC Health Services Group of Louisiana LLC Houma Healthcare Properties LLC Iberia Rehabilitation Hospital LLC Louisiana Texas Healthcare Management LLC, LTHM Groves-Real Estate LLC, LTHM Groves-Operations LLC, LTHM Houston-Operations LLC, LTHM Houston-Real Estate LLC, LTHM Dallas-Real Estate LLC, LTHM Dallas-Operations LLC, Jamestown Gaming LLC Jamestown Healthcare Properties of Bogalusa LLC Jamestown Healthcare Properties of Crenshaw LLC Jamestown Healthcare Properties of Dallas LLC Jamestown Healthcare Holdings of New Orleans LLC Jamestown Healthcare Properties of New Orleans LLC Jamestown Healthcare Properties of Houma LLC, Jamestown Inc. Jamestown Management LLC Jamestown Properties LLC, Jayden Quinn Properties LLC, JJW Dallas Interests LLC, JJW Holdings LLC, JJW New Iberia Interests LLC, JJJJ Walker LLC, 30

Case 2:11-cv-01659-JTM-MBN Document 656-3 Filed 06/20/14 Page 31 of 42

LaPlace Rehabilitation Hospital LLC, Mama Investments, LLC, New Braunfels Gulf States Holdings LLC, Pimuro Capital Partners, Renaissance Healthcare Investments, LLC, Renaissance Healthcare Properties of Texas LLC, and Renaissance Healthcare Systems Inc. RGR Healthcare LLC, St. Anne Rehabilitation Hospital LLC, Team Rehab LLC, Team Rehab of New Iberia LLC, Upload Media, New Braunfels Gulf States Holdings LLC, Request for Production No. 12 and 14: (See, Section V, A) 2.

Banking Records - Sodexo’s Second Set of Requests for Production (See Exhibits B and K) Requests for Production No. 4 – 9, 11, and 16: (See, Section V, A)

3.

Banking Records - Documents Requested from BSW/Frost and Incorporated Through Sodexo’s Second Set of Requests for Production (See, Exhibits B, D and K) BSW/Frost Subpoena No. 32: (non-privileged documents maintained by BSW/Frost in the

course of their representation of Maurin, Walker or any entity in Section No.2 of the subpoena)28 and BSW/Frost Subpoena No. 35: (any loan applications on behalf of the entities listed in the subpoena.) Maurin responds to each of these requests by stating that the documents are not in his possession and that BSW/Frost are in the process of complying with the Magistrate’s ruling on compelling production of these documents. However, as discussed in Section IV above, these documents are reasonably accessible to Maurin and should be turned over to him and then produced, with Maurin bearing the cost of production. C.

Communications between Maurin, Walker and the Hospital Related Entities Sodexo is entitled to communications between Maurin, Walker and the hospital related

entities or their agents/representatives. Documents such as email communications are relevant to 28

During the process of litigating the motion to compel against BSW/Frost, Sodexo limited the companies as to which it was requesting documents. Sodexo limits those companies here as well.

31

Case 2:11-cv-01659-JTM-MBN Document 656-3 Filed 06/20/14 Page 32 of 42

show who the directors and officers of the companies were, whether they were acting independently of the interests of the companies, whether the companies were financing one another, etc. – all of which would indicate the hospital related entities operated as a single business. Communications are also essential to showing that the Defendants committed fraud with respect to Sodexo. Finally, communications would show how assets to which Sodexo was entitled were diverted elsewhere, proving the Defendants committed acts of conversion. Listed below are specific requests that entitle Sodexo to communications between Maurin, Walker and the hospitals. 1. Communications - Sodexo’s First Set of Requests for Production (see Exhibit A, I, and F) Request for Production No. 5: (Documents reflecting Maurin as an officer and/or director of Gulf States Health Services, Inc.) Maurin initially responds that he has produced all such documents within his control. Sodexo contends that Maurin is required to produce any documents in his possession, custody or control, which have not been produced, including those in the possession of BSW/Frost. See, Section IV, B, above. The documents signed by Maurin as director and officer of Gulf States Health Services, Inc. have document identification numbers on the computer system maintained by BSW/Frost. (See, Exhibit A, Frost deposition, pp. 59-62, 77-78, 81-84, 87-90, 92-94 and Exhibits 7C – 7I) thereto) Maurin, as a director and officer of Gulf States Health Services, Inc., should be compelled to produce the electronic versions of any and all documents he signed as director and officer of Gulf States Health Services, Inc., including those documents on the computer system at the offices of the attorneys for Gulf States Health Services, Inc. -- Breazeale, Sachse & Wilson, LLP and Frost’s office. Any other documents responsive to this request over which Mr. Maurin has control, which are located at Breazeale, Sachse & Wilson, or any other location should be produced by him. This includes documents in the possession of Donna Drake. Request for Production No. 11: (Documents, including correspondence in any form, exchanged between Maurin and Greg Walker during the last eight years relating in any way to long term 32

Case 2:11-cv-01659-JTM-MBN Document 656-3 Filed 06/20/14 Page 33 of 42

rehabilitation hospital businesses, income from those businesses, rent paid by those businesses for property or equipment, finances of those businesses, sales of assets of those businesses, closings with regard to those businesses or their assets, leases of real estate upon which those hospital businesses operated, and/or debts of those businesses). Maurin initially responded that the request was overbroad but later supplemented his response, stating that these documents were provided to Sodexo by CD. Sodexo contends that during depositions taken after the above discovery responses were submitted, Maurin’s comptroller testified that emails which were on Maurin’s laptop, were not produced, only emails on the “old server” were searched by Maurin without attorney assistance; only Mr. Maurin’s emails were searched and not any of his employees, including Kellie Martin, Mary Darsey, Mary Levine or others. (Martin deposition, pp. 182-183, and 206). Ms. Martin also testified that promissory notes and the original electronic version of a letter from Robert Maurin dated May 20, 2009 purportedly seeking to collect on a promissory note signed by Greg Walker, all of which are at issue in this case, would be on Mr. Maurin’s laptop rather than on the server they searched for producing documents. (Martin deposition, pp. 206-207)

She also testified that

guaranty agreements would not be kept with the “binders” of documents Maurin produced as they were kept separately. (Martin deposition, p. 109) Sodexo seeks the production of the documents not yet produced by Maurin. Further, emails responsive to this request obtained from the Turnkey Solutions hard drive reflect emails with Maurin as a recipient that were not produced by Maurin. (See, e.g., Maurin deposition at p. 198) Therefore, the contention by Maurin that he produced all responsive documents does not appear to be accurate. Accordingly, Sodexo seeks the production of documents responsive to this request, excluding the following emails: 1.

Emails with a to, from or copy of [email protected] between 5/12/09 and 4/29/10.

33

Case 2:11-cv-01659-JTM-MBN Document 656-3 Filed 06/20/14 Page 34 of 42

2.

Emails with a to, from or cc of [email protected] between 9/15/08 and 4/29/10.

3.

Emails with a to, from, or cc of [email protected] between 5/12/09 and 5/11/10.

Finally, the emails that have been previously produced by Maurin did not include attachments. (Maurin deposition, p. 305) The attachments should be produced. Maurin should be compelled to produce documents in the possession of BSW/Frost to the extent they are in his control. Request for Production No. 13 (Written communications, including email, between Maurin and Frost for any time period within the last eight years in which Maurin was not represented by Frost). Maurin initially responded that the request is overly broad but later amended to state that the documents have been provided via CD. See discussion supra regarding Request for Production No. 11 in which it has become apparent that Maurin has not produced all responsive documents. Responsive documents should be produced with the exception of those listed above in connection with Request No. 11. 2. Communications - Subpoena to Maurin (See, Exhibits C and J) Subpoenaed Documents No.1 (Attachments to emails produced in response to discovery or subpoena by Maurin or the Jamestown/Maurin entities, including emails produced with bates numbers JT Inc. 1-2173). Maurin objects as vague, overly broad. Sodexo contends Maurin produced the actual text of the emails and their attachments are obviously discoverable. Maurin went through his emails and selected which ones to produce to Sodexo in response to Sodexo’s First Set of Requests for Production of Documents, but he did not produce the attachments. Maurin had the ability to view the attachments and produce them when he produced the emails but he failed to do so. Sodexo requested these items in the subpoena to Maurin in an effort to obtain those attachments

34

Case 2:11-cv-01659-JTM-MBN Document 656-3 Filed 06/20/14 Page 35 of 42

for use during the deposition of Mr. Maurin, to no avail. Maurin should be compelled to produce the attachments. Subpoenaed Documents No.2 (List of entities). Sodexo hereby narrows the scope of this request in a similar fashion to that which undersigned counsel agreed to in connection with the subpoena to BSW/Frost. Rather than moving to compel responses to Request No. 2, Sodexo moves to compel responses to Requests No. 3, 15, 16, 18, 21, 23-29 are encompassed by Request number 2 and should be produced. Subpoenaed Documents No.6 (Exchanged with or reflecting communications involving a number of persons/entities listed in the subpoena). Maurin objects to the extent not relevant, asserts attorney-client privilege and states that the documents will be provided to the extent allowable. Sodexo contends that these communications are highly relevant to the showing the workings of the single business enterprise and that Maurin has failed to provide all responsive documents. Although he purports to assert a privilege to communications with Greg Frost, he has not preserved such an objection under the federal rules and therefore must produce these documents. Fed. R.Civ. Proc. Rule 45(e)(2)(A). Subpoenaed Requests No. 7 (Documents including draft pleadings for the 19th JDC suits) and No. 30 (communications between Maurin and BSW/Frost or their agents). Maurin indicates in his March 25, 2013 letter that he has produced all responsive documents. That does not appear to be accurate, however, as he has not produced emails (of which he was a recipient) that were found on the Turnkey Solutions Hard Drive.

Therefore, a complete production has not been made in

response to this request. Subpoenaed Documents No.14 (Documents signed by Gregory Walker) Maurin objects that such documents have been provided in accordance with Magistrate Judge Chasez’s ruling. However, as discussed above in Section IV, A, Judge Chasez’s ruling is not controlling here. 35

Case 2:11-cv-01659-JTM-MBN Document 656-3 Filed 06/20/14 Page 36 of 42

Maurin only provided binders of select documents for select companies and therefore have not fully responded to the request. All responsive documents including those not kept in the binders should be produced. For example, guarantee agreements may be kept in other files and not the binders. (Martin depo, p. 109) The same applies to insurance documents. (Martin, p. 113) Maurin’s Quick Books contain bank records (Martin, p. 116) and they have not been produced (although Mauin, his CPA and his controller have submitted affidavit testimony based upon them. Working capital contributions are apparently not included in the binders, as Maurin has refused to produce those documents in response to request No. 3 per his counsel’s letter of March 25, 2013. These too must be produced. The documents listed above are all communications between persons that are relevant to Sodexo’s claims. Each is necessary to show key elements of Sodexo’s claims against Defendants, as fully explained above. 3. Documents Requested from BSW/Frost and Incorporated Through Sodexo’s Second Set of Requests for Production (See, Exhibits B, D and K) BSW/Frost Subpoena No.6:

(Communications involving persons/entities listed in the

subpoena to BSW/Frost) BSW/Frost Subpoena No.7 (Draft pleadings and receipts for public filings or records, pertaining to the 19th JDC suits.) These documents are relevant to Sodexo’s fraud and conversion claims. These suits show how the entities diverted assets to avoid legitimate creditors such as Sodexo. BSW/Frost Subpoena No.16 (How unsecured debts owed by GSHS, Hammond Rehabilitation Hospital, LLC, Iberia Rehabilitation Hospital, LLC, Gulf States Holding of New Iberia, LLC and/or Gulf States LTAC of Denham Springs, LLC would be treated upon any sale of assets of those entities.)

36

Case 2:11-cv-01659-JTM-MBN Document 656-3 Filed 06/20/14 Page 37 of 42

BSW/Frost Subpoena No.20 (Communications with any Secretary of State regarding the entities listed in the subpoena). BSW/Frost Subpoena No.26 (Communications regarding loans by Maurin to Greg Walker or any entity listed in the subpoena). BSW/Frost Subpoena No.27 (Communications between Walker and Maurin on a number of topics). BSW/Frost Subpoena No.36 (Solicitation, prospectus or marketing materials with respect to any entity listed in the subpoena). Maurin responds to each of the above document requests by stating that the documents are not in his possession and that BSW/Frost are in the process of complying with the Magistrate’s ruling on compelling production of these documents. However, as discussed in Section IV, B above, these documents are reasonably accessible to Maurin and should be turned over to him and then produced, with Maurin bearing the cost of production. 4. Documents Requested by David Adler and Incorporated Through Sodexo’s Second Set of Requests for Production (See, Exhibits B, D and K). David Adler Request No. 15 and 16: (Communications between parties listed in the requests) and David Adler Request No. 35: (Communications between Maurin, Walker, Frost and other parties) D.

General Business Information Sodexo is entitled to information regarding the structure and organization of the hospitals.

The records requested and listed below go to show whether the entities had common directors and officers, whether there was unified administrative control of the entities, whether the entities financed one another, whether the entities complied with corporate formalities, whether entities had common offices and whether there was excessive fragmentation of a single enterprise into separate entities. This information would go to show that the hospital related entities operated as a single 37

Case 2:11-cv-01659-JTM-MBN Document 656-3 Filed 06/20/14 Page 38 of 42

business. Additionally, the requested documents would show whether the companies held regular shareholder and director meetings. That factor, along with information regarding whether the company complied with corporate formalities, is relevant to Sodexo’s claim that the corporate veil should be pierced in this case. Below is a list of documents requested by Sodexo, which entitle it to general business information. 1. General Business Information - Sodexo’s First Set of Requests for Production (see Exhibit A, I, and F) Request for Production No.12: See, Section V, A 2. General Business Information - Sodexo’s Second Set of Requests for Production (See Exhibits B and K) Request for Production No.12 (Documents pertaining to or reflecting the identity, term of service, change and/or status of directors and/or officers of Gulf States Health Services, Inc., including the identity, term of service, status and/or change in status of Maurin as a director and/or officer of GSHS). Maurin objects that he has no such documents in his possession. However, as discussed at length in Section IV, B, Maurin should be compelled to produce documents reasonably obtainable by him and/or within his control. This would include, specifically, documents in the possession of BSW/Frost and Donna Drake. Request for Production No.13 (documents pertaining to Robert Maurin serving as director or officer of GSHS). Maurin contends he previously produced the Incumbency Certificates executed by Maurin and that there are no other responsive documents. Sodexo contends that electronic versions of these documents, which are on the BSW/Frost computer system, are responsive to this request and within the control of Maurin. 3. General Business Information - Subpoena to Maurin (See, Exhibits C and J) Subpoenaed Document No.3 (Records of capital contributions made with respect to the entities listed in the subpoena). Maurin objects as irrelevant and beyond the scope of discovery, 38

Case 2:11-cv-01659-JTM-MBN Document 656-3 Filed 06/20/14 Page 39 of 42

burdensome. Sodexo contends that the information is easily obtainable from various sources, including the QuickBooks data. Subpoenaed Document Nos.15 and 23 (Files, records or documents reflecting the identity of the members, managers, shareholders, officers or directors of any entity listed in the subpoena (15) and documents pertaining to leases entered into by any entity listed in the subpoena (23)) Maurin objects that this has been previously provided. However, Maurin should be required to produce these records to the extent they are in his control but in the possession of others such as BSW/Frost or Donna Drake. Subpoenaed Document No.28 (Loan applications on behalf of any entity listed in the subpoena). Maurin objects the request is vague and overbroad. Maurin also objects that such documents are not in his possession. However, as discussed in Section IV, B above, Maurin should be required to produce documents that are reasonably within his control even if such documents are in the possession of a third party. 4. General Business Information - Documents Requested from BSW/Frost and Incorporated Through Sodexo’s Second Set of Requests for Production (See, Exhibits B, D and K) BSW/Frost Subpoena No.3: (Records regarding capital contributions made with respect to any entities listed in the subpoena). BSW/Frost Subpoena No.4: (Minutes of meetings of the shareholders, members, officers, and/or directors of any entity listed in the subpoena). BSW/Frost Subpoena No.5: (Notices of meetings of shareholders, members, officers and/or directors issued with regard to the entities listed in the subpoena). BSW/Frost Subpoena No.17: (Rights of Maurin, or any entity in which either individual was an officer, director or held a direct or indirect interest, in connection with the potential or actual

39

Case 2:11-cv-01659-JTM-MBN Document 656-3 Filed 06/20/14 Page 40 of 42

sale of assets of GSHS, Hammond Rehabilitation Hospital, Iberia Rehabilitation Hospital, Gulf States Holding of New Iberia and/or Gulf States LTAC of Denham Springs). BSW/Frost Subpoena No.19: (Identity of the members, managers, shareholders, officers or directors of any entity listed in the subpoena). BSW/Frost Subpoena No.20: (Communications with any Secretary of State regarding any of the entities listed in the subpoena). BSW/Frost Subpoena No.28: (Corporate records of any entity listed in the subpoena). BSW/Frost Subpoena No.30: (Formation of any of the entities listed in the subpoena, including documents reflecting who authorized the formation). BSW/Frost Subpoena No.32: (Non-privileged documents maintained in the course of representation of Walker, Maurin or any entity listed in the subpoena). BSW/Frost Subpoena No.33: (Powers of attorney maintained in connection with BSW/Frost’s representation of Walker, Maurin or any entity listed in the subpoena). Maurin responds to each of the above document requests by stating that the documents are not in his possession and that BSW/Frost are in the process of complying with the Magistrate’s ruling on compelling production of these documents. However, as discussed in Section IV, B above, these documents are reasonably accessible to Maurin and should be turned over to him and then produced, with Maurin bearing the cost of production. 5. General Business Information - Documents Requested by David Adler and Incorporated Through Sodexo’s Second Set of Requests for Production (See, Exhibits B, D and K). David Adler Request No. 2: (Organizational documents) VI.

Maurin Should Be Compelled to Answer Sodexo’s Interrogatory No. 1 in Its Second Set or Supplement his Prior Responses to Interrogatories. (See, Exhibit B and K) For all the reasons above, Maurin should also be required to answer or supplement his prior

responses to interrogatories. Maurin has not only refused to produce documents requested by 40

Case 2:11-cv-01659-JTM-MBN Document 656-3 Filed 06/20/14 Page 41 of 42

Sodexo but also has refused to answer questions regarding the nature of financial relationships between Maurin, Walker and the hospital related entities. In short, Maurin has wholly refused to cooperate with any requests made by Sodexo and this Court should compel Maurin to respond to the requests for production, subpoenas and interrogatories. VI.

Conclusion Maurin has repeatedly refused to produce documents that are clearly relevant to Sodexo’s

claims.

Sodexo has requested the documents through requests for production and through a

subpoena, but to no avail. Instead of producing the documents, the Maurin Defendants submitted affidavits in support of their motion to summary judgment that rely upon documents requested by Sodexo, but which have not yet been produced. Sodexo is entitled to view these documents to assess the veracity of the affiants’ statements. WHEREFORE, Sodexo respectfully requests that this Court grant Sodexo’s Motion to Compel Responses to Requests for Production of Documents to Robert Maurin and Jamestown Gaming, LLC; Jamestown, Inc.; New Braunfels Healthcare Properties, LLC; Gulf States Meadows, LP; Gulf States Healthcare Properties of Dallas, LLC; Jamestown Healthcare Properties of Dallas, LLC; and B&G Healthcare Properties, LLC with Robert Maurin and the other named entities bearing all costs of production. Respectfully submitted,

J.H. BARNEY LAW FIRM, LLC By: ___/s/Jane H. Barney________ Jane H. Barney (La. 22246) 2561 CitiPlace Ct., Suite 750-161 Baton Rouge, LA 70808 Telephone: (225) 235-9016 [email protected]

41

Case 2:11-cv-01659-JTM-MBN Document 656-3 Filed 06/20/14 Page 42 of 42

CERTIFICATE OF SERVICE I hereby certify that on the 20th day of June, 2014, I filed the foregoing with the Clerk of Court using the CM/ECF system, which will send a notice of electronic filing to all CM/ECF participants. I further certify that a hard copy has been hand delivered or mailed to non-CM/ECF participants.

/s/ Jane H. Barney JANE H. BARNEY

42