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Rightstone, Inc. v. Elfers RRH, LLC

Superior Court of Massachusetts, Suffolk, Business Litigation Session

July 5, 2018

The RIGHTSTONE, INC.
v.
ELFERS RRH, LLC et al.

          File Date: July 9, 2018

          PRELIMINARY INJUNCTION ORDER

          Brian A Davis, Associate Justice of the Superior Court

          This matter came before the Court on plaintiff The Rightstone, Inc.’s ("Plaintiff") Emergency Second Motion for Preliminary Injunction (Docket Entry No. 53.0). Upon consideration of the motion, affidavits, and other materials filed in support and in opposition, the Court finds that Plaintiff has demonstrated a likelihood of success on the merits, that it faces a substantial risk of irreparable harm if the requested relief is not granted, that the balance of possible harms weighs in its favor, and that the public interest is best served by granting the relief requested. See Packaging Indus. Group, Inc. v. Cheney, 380 Mass. 609, 616-17 (1980); Brookline v. Goldstein, 388 Mass. 443, 447 (1983). Accordingly, it is hereby ORDERED that defendant Elfers RRH, LLC (the "Current General Partner") and nominal[1] defendant Elfers R.R.H., Ltd. (the "Partnership") are hereby enjoined as follows pending a final determination of this action.

         I. ORDER PENDING FINAL APPROVAL BY THE U.S. DEPARTMENT OF AGRICULTURE RURAL DEVELOPMENT OF AN APPLICATION FOR SUBSTITUTION OF ORANGEWOOD LAKES, LLC AS GENERAL PARTNER OF THE PARTNERSHIP

         A. The Current General Partner and the Partnership, their respective partners, officers, agents, servants, employees, attorneys, and all other persons in active concert or participation with any of them who receive actual notice of this Order by personal service or otherwise, whether acting directly or through any trust, corporation, subsidiary, division, or other device, are restrained and enjoined from interfering in any way with any application or other effort by Plaintiff to obtain approval from the U.S. Department of Agriculture Rural Development ("Rural Development") for the removal of the Current General Partner as general partner of the Partnership, and the replacement of the Current General Partner with the Orangewood Lakes, LLC (collectively, the "Application");

         B. The Current General Partner and the Partnership, their respective partners, officers, agents, servants, employees, attorneys, and all other persons in active concert or participation with any of them who receive actual notice of this Order by personal service or otherwise, shall reasonably cooperate with Plaintiff and its agents in connection with the preparation, submission, and prosecution of the Application, including, without limitation, by providing Plaintiff with access to any and all books and records of the Partnership as requested by Plaintiff or its agents;

         C. The Current General Partner and the Partnership, their respective partners, officers, agents, servants, employees, attorneys, and all other persons in active concert or[2] participation with any of them who receive actual notice of this Order by personal service or otherwise, whether acting directly or through any trust, corporation, subsidiary, division, or other device, shall make available for the inspection and copying by Plaintiff’s expert, Charles Foster, any and all books and records, including financial records, of the Partnership requested by Mr. Foster, and shall instruct both the Management Agent, Hale Management Group, Inc., and the Partnership’s CPA firm, Duggan, Joiner & Company, to make available to Mr. Foster, for inspection and copying, any and all such books and records, including financial records, of the Partnership in their respective possession, custody, or control; and

          D. The Current General Partner and the Partnership, their respective partners, officers, agents, servants, employees, attorneys, and all other persons in active concert or participation with any of them who receive actual notice of this Order by personal service or otherwise, whether acting directly or through any trust, corporation, subsidiary, division, or other device, are restrained and enjoined, until further notice, from filing with the Internal Revenue Service or the State of Florida any tax return or returns for or with respect to the 2017 tax year, and from preparing and issuing to the partners of the Limited Partnership, including without limitation, Plaintiff, any Form K-1 or similar tax form for the 2017 tax year.

         II. ORDER UPON APPROVAL BY THE U.S. DEPARTMENT OF AGRICULTURE RURAL DEVELOPMENT OF AN APPLICATION FOR SUBSTITUTION OF ORANGEWOOD LAKES, LLC AS GENERAL PARTNER OF THE PARTNERSHIP

         A. The Current General Partner and its officers, agents, managers, members, servants, employees, attorneys, and all other persons in active concert or participation with any of them who receive actual notice of this Order by personal service or otherwise, whether acting directly or through any trust, corporation, subsidiary, division, or other device, are[3] restrained and enjoined from obstructing, interfering with, or otherwise hindering the assumption of the position of sole General Partner of the Partnership by Orangewood Lakes, LLC, and shall reasonably cooperate with the transition of all associated powers and authority from the Current General Partner to Orangewood Lakes, LLC;

         B. The Current General Partner and its partners, officers, agents, managers, members, servants, employees, attorneys, and all other persons in active concert or participation with any of them who receive actual notice of this Order by personal service or otherwise, whether acting directly or through any trust, corporation, subsidiary, division, or other device, shall notify the Management Agent, Hale Management Group, Inc., in writing, that Orangewood Lakes, LLC is the new, sole General Partner of the Partnership, and shall instruct Hale Management Group, Inc. to cooperate in all relevant respects with Orangewood Lakes, LLC as the new, sole General Partner of the Partnership;

         C. The Current General Partner and its partners, officers, agents, managers, members, servants, employees, attorneys, and all other persons in active concert or participation with any of them who receive actual notice of this Order by personal service or otherwise, whether acting directly or through any trust, corporation, subsidiary, division, or other device, shall promptly turn over to the new General Partner, Orangewood Lakes, LLC, any and all books and records relating to the Partnership and/or the Current General Partner’s operations and activities relating to the Partnership, and shall promptly turn over to the new General Partner, Orangewood Lakes, LLC, any and all monies and other assets of the Partnership which are in the Current General Partner’s possession, custody, or control; and[4]

         D. The Current General Partner and its officers, agents, managers, members, servants, employees, attorneys, and all other persons in active concert or participation with any of them who receive actual notice of this Order by personal service or otherwise, whether acting directly or through any trust, corporation, subsidiary, division, or other device, are restrained and enjoined from transferring, liquidating, converting, encumbering, pledging, loaning, selling, concealing, dissipating, disbursing, assigning, spending, withdrawing, granting a lien or security interest in, or otherwise disposing of any funds, real or personal property, accounts, contracts, shares of stock, or other assets, or any interest therein, wherever located that: (1) are owned, controlled, or held by, in whole or in part, for the benefit ...


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