Bradshaw v. Maiden

2018 NCBC 97
North Carolina Business Court·Decided September 20, 2018·No. 14-CVS-14445·Published

Opinion

Bradshaw v. Maiden, 2018 NCBC 97.

STATE OF NORTH CAROLINA IN THE GENERAL COURT OF JUSTICE SUPERIOR COURT DIVISION MECKLENBURG COUNTY 14 CVS 14445

JAMES W. BRADSHAW; CARLA O. BRADSHAW; RESORT RETAIL ASSOCIATES, INC.; E.C. BROADFOOT; CHRISTINA DUNN CHANDRA; THOMAS F. EGAN; CHARLES EGGERT; MARK P. GARSIDE; DR. JAMES J. GREEN, JR.; ROBERT K. GRUNEWALD; RONALD HOLMES; DAVID LAUCK; CURT W. LEMKAU, JR.; EVAN MIDDLETON; JOSHUA M. NELSON; CHRISTIAN C. NUGENT; REGINA H. PAKRADOONI, as Executrix of the Estate of PETER B. PAKRADOONI, deceased; FORD PERRY; MARCELLO G. PORCELLI; ADAN RENDON; RICHARD H. STEVENSON; PAUL STOKES; LAWRENCE J. THEIL; R. MITCHELL WICKHAM; WILLIAM ORDER AND OPINION H. WILLIAMSON, III; WILLIAM K. WRIGHT, JR.; ALEX M. WOLF; AWARDING ATTORNEYS’ FEES TO CHAFFIN FAMILY LIMITED PLAINTIFFS UNDER RULE 37(b) PARTNERSHIP; and SOLARIS CAPITAL LLC,

Plaintiffs,

v.

STEPHEN E. MAIDEN; MAIDEN CAPITAL, LLC; and SS&C TECHNOLOGIES, INC., successor by merger to SS&C FUND ADMINISTRATION SERVICES, LLC (a/k/a SS&C FUND SERVICES),

Defendants.

SS&C TECHNOLOGIES, INC., successor by merger to SS&C FUND ADMINISTRATION SERVICES, LLC, Third-Party Plaintiff, v.

MAIDEN CAPITAL OPPORTUNITY FUND, LP,

Third-Party Defendant.

1. THIS MATTER is before the Court upon Plaintiffs’ Attorneys’ Fees and

Expenses Application (the “Application”) in the above-captioned case.

2. On May 9, 2018, this Court granted Plaintiffs’ Motion for Sanctions (the

“Sanctions Motion”) under North Carolina Rule of Civil Procedure 37(b) and ordered

Defendant SS&C Technologies, Inc. (“SS&C”) to pay to Plaintiffs their reasonable

expenses, including their reasonable attorneys’ fees, directly attributable to SS&C’s

failure to comply with this Court’s May 20, 2016 Order Compelling Production (the

“Order Compelling Production”) and incurred between the entry of the Order

Compelling Production and SS&C’s final production of responsive documents.

3. After considering the Application, the parties’ briefs in support of and in

opposition to the Application, the arguments of counsel made at the July 24, 2018

hearing held on the Application, and other appropriate matters of record, the Court

hereby ORDERS SS&C to pay Plaintiffs’ reasonable expenses, including attorneys’

fees, as set forth herein.

Lewis & Roberts, PLLC, by Gary V. Mauney and James A. Roberts, III, for Plaintiffs James W. Bradshaw, Carla O. Bradshaw, Resort Retail Associates, Inc., E.C. Broadfoot, Christina Dunn Chandra, Thomas F. Egan, Charles Eggert, Mark P. Garside, Dr. James J. Green, Jr., Robert K. Grunewald, Ronald Holmes, David Lauck, Curt W. Lemkau, Jr., Evan Middleton, Joshua M. Nelson, Christian C. Nugent, Regina H. Pakradooni, as Executrix of the Estate of Peter B. Pakradooni, deceased, Ford Perry, Marcello G. Porcelli, Adan Rendon, Richard H. Stevenson, Paul Stokes, Lawrence J. Theil, R. Mitchell Wickham, William H. Williamson, III, William K. Wright, Jr., Alex M. Wolf, Chaffin Family Limited Partnership, and Solaris Capital LLC.

Alston & Bird, LLP, by Ryan P. Ethridge and Michael A. Kaeding, for Defendant SS&C Technologies, Inc.

Bledsoe, Chief Judge.

I.

BACKGROUND

4. The Court has previously set out the pertinent facts that led to the Court’s

decision to impose Rule 37(b) sanctions on SS&C in Bradshaw v. Maiden, 2018 NCBC

LEXIS 46 (N.C. Super. Ct. May 9, 2018). The Court now briefly recites those facts

and describes subsequent, relevant developments in this case.

5. Plaintiffs were investors in the Maiden Capital Opportunity Fund (the

“Fund”), a hedge fund through which Defendant Stephen A. Maiden ran an alleged

multi-million dollar “Ponzi scheme.” Id. at *2–3. SS&C served as the Fund’s

administrator and prepared and delivered accounting and administration

information about the Fund to Plaintiffs. Id. at *2–3.

6. Plaintiffs filed this lawsuit alleging that the information SS&C provided

about the Fund was unsupported and false and thus that SS&C’s conduct in providing

such information was negligent. (Pl.’s Br. Supp. Att’ys’ Fees and Expenses Appl.

Lewis & Roberts, PLLC 2 [hereinafter “Pl.’s Br.”], ECF No. 189.) Further, Plaintiffs

allege that SS&C’s negligence was aggravated by reckless or wanton conduct and

amounted to gross negligence. (Pl.’s Br. 2.) Plaintiffs seek to prove reckless or wanton

conduct by showing that “SS&C had accounting and administration policies that governed its work” for Plaintiffs and that “SS&C violated or ignored those policies.”

(Pl.’s Br. 3.)

7. As part of discovery, Plaintiffs requested information from SS&C about

SS&C’s internal accounting and administration policies, standards, and practices.

Bradshaw, 2018 NCBC LEXIS 46, at *3–4. After SS&C did not produce any

documents within this category, Plaintiffs filed a motion to compel production. Id. at

*7. At the April 27, 2016 hearing on the motion to compel, SS&C represented to the

Court that there were no outstanding documents responsive to Plaintiffs’ requests.

8. On May 20, 2016, the Court entered the Order Compelling Production and

thereby ordered SS&C to produce documents responsive to the following discovery

requests:

20. All writings, records, and photographs that relate or refer to [SS&C’s] policies, standards, and practices from 2006 to 2015 with respect to hedge fund administration.

21. All writings, recordings, and photographs that relate or refer to [SS&C’s] policies, standards, and practices from 2006 to 2015 that apply to [SS&C’s] accounting work for hedge funds.

22. All writings, recordings, and photographs that relate or refer to [SS&C’s] policies, standards, and practices from 2006 to 2015 that apply to [SS&C’s] record keeping for hedge funds.

....

35. All writings, recordings, and photographs that relate or refer to [SS&C’s] policies, procedures, and standards from 2006 to 2015 for entering into administrative and/or accounting engagements with hedge funds. (Pl.’s Br. Supp. Mot. Sanctions Ex. 2, at 8–9, 11, ECF No. 128.2.) SS&C did not

produce documents responsive to these requests. (Pl.’s Br. 3.)

9. Following the Order Compelling Production, Plaintiffs continued to search

for documents responsive to their discovery requests. Plaintiffs eventually learned of

several categories of policy documents that SS&C had failed to produce, including

policy and procedure manuals generated by certain SS&C business units and SAS 70

and SOC-1 reports, some of which SS&C eventually provided to Plaintiffs. Bradshaw,

2018 NCBC LEXIS 46, at *11–12. Plaintiffs then began developing a record that

would provide credible support for a sanctions motion under Rule 37. (Pl.’s Br. 4.)

10. Plaintiffs conferred with SS&C concerning the existence of unproduced

documents and, upon receiving an unsatisfactory response, submitted a Business

Court Rule (“BCR”) 10.9 e-mail summary to the Court explaining the discovery

dispute between the parties. Bradshaw, 2018 NCBC LEXIS 46, at *24–25. After

reviewing the parties’ respective BCR 10.9 submissions, the Court entered an order

establishing a briefing schedule for a formal sanctions motion by Plaintiffs.

(Scheduling Order and Notice Hr’g, ECF No. 123.) Plaintiffs filed their formal

Sanctions Motion, and both sides submitted timely briefs.

11. The Court held a hearing on Plaintiffs’ Sanctions Motion on September 22,

2017. At that hearing, SS&C acknowledged the existence of the unproduced

documents Plaintiffs had identified but argued that these documents were not

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