Ford v. Jurgens

2022 NCBC 9
CourtNorth Carolina Business Court
DecidedFebruary 16, 2022
Docket20-CVS-4896
StatusPublished

This text of 2022 NCBC 9 (Ford v. Jurgens) is published on Counsel Stack Legal Research, covering North Carolina Business Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Ford v. Jurgens, 2022 NCBC 9 (N.C. Super. Ct. 2022).

Opinion

Ford v. Jurgens, 2022 NCBC 9.

STATE OF NORTH CAROLINA IN THE GENERAL COURT OF JUSTICE SUPERIOR COURT DIVISION WAKE COUNTY 20 CVS 4896

JOHN FORD and CHRISTOPHER KISGEN, derivatively on behalf of TRIANGLE REAL ESTATE INVESTORS ASSOCIATION, INC.,

Plaintiffs,

v.

CARL ARNOLD JURGENS, JR.; KATHIE RUSSELL; TRIANGLE REAL ORDER AND OPINION ON ESTATE INVESTORS ASSOCIATION PLAINTIFFS’ MOTION FOR (TREIA), LLC; and TREIA SANCTIONS FOUNDATION, INC.,

Defendants,

TRIANGLE REAL ESTATE INVESTORS ASSOCIATION, INC.,

Nominal Defendant.

I. INTRODUCTION

1. THIS MATTER is before the Court on Plaintiffs John Ford and

Christopher Kisgen’s (together, “Plaintiffs”) Motion for Sanctions (the “Motion”),

(ECF No. 89), filed pursuant to Rule 11 of the North Carolina Rules of Civil Procedure

(the “Rule(s)”), the inherent powers of the Court, and Rule 8.4 of the North Carolina

Rules of Professional Conduct. The Motion alleges startling misconduct on the part

of a litigant, Defendant Kathie Russell (“Russell”) who is also a licensed attorney and

member of the North Carolina State Bar. Plaintiffs contend that Russell created and produced in discovery false documents that she fabricated to support her position in

this case.

2. Falsification of evidence is an intolerable and insidious offense that is

difficult to uncover. Consequently, when falsification does come to light, the law

demands that its perpetrator receive a severe sanction. Anything short of such a

response would undermine the integrity of the justice system, a system that first

depends on parties telling the truth.

II. PROCEDURAL BACKGROUND

3. Plaintiffs filed this Motion on 22 June 2021. (ECF No. 89.) On 22

October 2021, in support of the Motion and after full briefing, Plaintiffs requested

leave to file the affidavit of their forensic expert, Clark Walton (“Walton”), the

affidavit of Clint Morse, and a supplemental brief. (ECF Nos. 115–18.) On 12

November 2021, Plaintiffs requested further leave to file the Triangle Real Estate

Investor’s Association, Inc.’s (“TREIA, Inc.” or the “Association”) revised responses to

requests for admission, and the deposition transcript of Frank Gray, formerly counsel

to the Association. (ECF No. 125.)

4. Following a hearing on the Motion on 18 November 2021, (ECF No. 119),

the Court granted Plaintiffs’ two motions for leave to supplement the record. The

Court also permitted Defendants the opportunity to conduct a deposition of Walton

with respect to the expert affidavit submitted by Plaintiffs and allowed both parties

to submit additional briefing specific to Walton’s testimony. (ECF No. 130.) 5. Having considered the parties’ written submissions, argument at the

hearing, and the relevant record, the Court finds the facts and makes the conclusions

below.

III. FINDINGS OF FACT

6. The Court finds the following facts based on the evidence presented.

7. The underlying derivative action was filed on 9 April 2020 by Plaintiffs,

who were members of the Association’s Board of Directors at the time. (Verified

Compl., ECF No. 3.)

8. The Association is a nonprofit real estate investment association formed

in 2003 to provide educational and networking benefits to its membership. (First Am.

Verified Compl. ¶¶ 1, 13 [hereinafter “Compl.”], ECF No. 11.)

9. On behalf of the Association, Plaintiffs complain that two other

Association board members, Russell and Carl Arnold Jurgens, Jr. (“Jurgens”),

improperly redirected control of the Association’s assets, including its membership,

to two newly-formed entities: Triangle Real Estate Investors Association, LLC, a for-

profit entity (the “LLC”), and TREIA Foundation, Inc., a nonprofit corporation

established for charitable purposes (collectively, the “New Entities”). See Ford v.

Jurgens, 2021 NCBC LEXIS 89, at *2 (N.C. Super. Ct. Oct. 5, 2021) (providing further

detail as to the background of this case); (Compl. ¶¶ 2–3.)

10. Plaintiffs claim, among other things, that Russell and Jurgens wrongly

transferred cash and other assets from the Association to the New Entities in

violation of the Association’s articles of incorporation and bylaws, and that they improperly induced the Association’s membership to switch allegiance to the New

Entities. Ford, 2021 NCBC LEXIS 89, at *3; (Compl. ¶¶ 3, 22–30, 57–60.)

11. Plaintiffs’ Motion asserts two allegations for the imposition of sanctions:

(i) that Russell fabricated portions of the Association’s bylaws to support her position

in this litigation, and (ii) that Russell created false emails and then back-dated them

to use as evidence in this case.

A. The Association’s Bylaws

12. At all relevant times in this litigation, Russell is and has been an

attorney licensed to practice in North Carolina and a member of the State Bar. (Aff.

Kathie L. Russell ¶ 1 [hereinafter “Russell Aff.”], ECF No. 9.)

13. Prior to the institution of this action, Plaintiffs, through counsel,

communicated to Russell their position that the transfer of assets from the nonprofit

Association to the for-profit LLC violated the law. (See Compl. ¶¶ 57–60; Pls.’ Br.

Supp. Mot. Sanctions Ex. 5, ECF No. 90.5.) Russell responded that the transfer was

legal and in compliance with the Association’s bylaws. She shared a copy of the

purported bylaws in PDF format via email to support her position. The copy she

provided is referenced by the parties and herein as “Scan 03-06”. (See Pls.’ Br. Supp.

Mot. Sanctions Exs. 5 & 5.A, ECF Nos. 90.5–.6.)

14. Plaintiffs’ counsel compared the Association’s original bylaws from

2003, (Pls.’ Br. Supp. Mot. Sanctions Ex. 2, ECF No. 90.2), with a copy of the bylaws

he had received from another board member on 16 March 2020, (Pls.’ Br. Supp. Mot.

Sanctions Ex. 4, ECF No. 90.4), and found the two copies to be consistent with one another. However, neither version contained the language that Russell claimed to be

in the bylaws. Instead, Scan 03-06, which was provided by Russell on 16 March 2020,

was significantly different, and it alone contained the terms that supported Russell’s

position. (See Aff. Clint S. Morse, ECF No. 109.1; Pls.’ Br. Supp. Mot. Sanctions Ex.

5.A.)

15. Specifically, among other differences, Article XI, Section 5 of Scan 03-

06 allowed the bylaws to be amended without notice to the Board of Directors and

stated, “In the event of a conflict between the Bylaws and the Articles of

Incorporation, the Bylaws shall govern.” (Pls.’ Br. Supp. Mot. Sanctions Ex. 5.A, at

Art. XI § 5.) Article XIII, Section 2 of Scan 03-06 contained more permissive language

for the Association to “confer benefits upon its members” and to pay its members,

directors or officers “for services rendered or other value received[.]” (Pls.’ Br. Supp.

Mot. Sanctions Ex. 5.A, at Art. XIII § 2.) Section 3 of the same Article changed the

language regarding the distribution of assets upon dissolution of the Association from

“shall be used or distributed exclusively for one or more exempt purposes within the

meaning of Section 501(c) of the Internal Revenue Code” to “shall be distributed

pursuant to N.C.G.S. § 55A-14-03 with preference for distribution to organizations

which would benefit the Members[.]” (Pls.’ Br. Supp. Mot. Sanctions Exs. 2 & 5.A, at

Art. XIII § 3.)

16.

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