TSPN LAWSUIT OUCH.
48. Goulding suffered damages of $900,000 relative to the 10,000,000 shares of 37Point9; $21,321.82 deficiency or loss in repurchasing 37Point9 shares; and $3,803 in legal expenses.WHEREFORE, Plaintiff Randall Goulding, prays for judgment in its favor and against Defendant 37Point9, on Count I, in the amount of $925,124.82, plus interest and costs, and any such further relief as the Court deems just and appropriate in the circumstances
By: theavenger3
12 Jul 2002, 06:05 PM EDT Msg. 24133 of 24215
Below is true copy of lawsuit filed by Randall Goulding on behalf of Goulding Trust. The content is self-explanatory.
OVER THE NEXT WEEKS WATCH THIS COLUMN FOR ADDITIONAL FILINGS OF LAWSUITS AGAINST (SEPARATELY AND INDIVIDUALLY) 37POINT9, BROWN, BARREN BENZ, AND ROLLS FOR A MULTITUDE OF ALLEGATIONS. THE FUN AND GAMES ARE ONLY JUST BEGINNING.
IT IS MY UNDERSTANDING THAT MR. KALLMANN WILL BE A WITNESS FOR MR. GOULDING IN SUPPORTING THESE CHARGES.
IN THE CIRCUIT COURT OF COOK COUNTY, ILLINOIS COUNTY DEPARTMENT, LAW DIVISIONTHE GOULDING TRUST, Randall S. Goulding as Trustee and RANDALL S. GOULDING Plaintiffs VS 37POINT9, a Nevada Corporation, Defendant.
COMPLAINT NOW COMES THE GOULDING TRUST, by and through its attorney and trustee, Randall S. Goulding, and RANDALL S. GOULDING, pro se, for their separate and/or alternative causes of action against Defendant 37POINT9, stating as follows:INTRODUCTIONThis is an action by Plaintiff, The Goulding Trust (The Trust), formed and operated in the County of Cook, State of Illinois, by and through its trustee, Randall S. Goulding, and by Plaintiff, Randall S. Goulding, individually (Goulding), maintaining the following counts against Defendant 37Point9:
1. Breach of Contract for Sale of Stock (The Goulding Trust v. 37Point9)
2. Breach of Contract for Services Rendered (Randall S. Goulding v. 37Point9).JURISDICTION and VENUEThe Circuit Court of Cook County Law Division has jurisdiction of the subject matter and personal jurisdiction over the parties: Substantially all of the Defendant's acts complained of occurred in Cook County, Illinois, and Plaintiffs' damages were felt in Cook County, Illinois. The Contract was accepted in Cook County, Illinois. All of the Plaintiffs' acts occurred in Cook County, Illinois. The amount in controversy exceeds $15,000. Venue is appropriately in Cook County, Illinois.THE PARTIES1. Plaintiff, The Goulding Trust (The Trust), formed and, at all relevant times, operated in the County of Cook, State of Illinois, by and through its trustee, Randall S. Goulding.2. Plaintiff, Randall S. Goulding (Goulding), at all relevant times, did business in Cook County, Illinois.
3. Defendant herein, 37Point9, a Nevada Corporation, is a publicly traded corporation, whose principal place of business is in California, and which, at all relevant times, did business in many states, including Illinois.COUNT I(Breach of Contract for Sale of Stock)(The Goulding Trust v. 37Point9)
4. On or about October 12, 2001, 37Point9 by and through its Director and Chief Executive Officer, Charles Kallmann, offered to Goulding, in his capacity as Trustee to The Trust to sell to The Trust, freely tradeable 37Point9 common stock, from time to time, at a discount, generally, of 35% to the closing bid price.
5. Mr. Kallmann represented that the purpose was to raise funds for 37Point9, to finance specific projects.
6. Also on or about October 12, 2001, The Trust accepted 37Point9's offer.
7. Both parties executed the agreement (Exhibit A) on or about October 12, 2001, 37Point9's Director and Chief Executive Officer, Charles Kallmann, and Randall S. Goulding on behalf of The Trust.
8. On or about October 16, 2001, The Trust paid, by wire transfer, $20,000 to 37Point9,and 37Point9 received and accepted the $20,000.
9. On or about October 16, 2001, when the $20,000 was paid by The Trust to 37Point9, the price per share of 37Point9 common stock was ½ of 1¢.
10. Therefore, The Trust was entitled to 6,153,846 shares of 37Point9 common stock ($20,000 ÷ ($.005 X 65%)), based on the October 16, 2001 closing date.
11. However, The Trust agreed with Charles Kallmann on behalf of 37Point9, that the number of shares to be issued to The Trust would instead be 4,705,662 shares for the $20,000.
12. Thereafter, 37Point9 terminated Charles Kallmann.
13. No shares of 37Point9 common stock were ever delivered to The Trust.
14. The Trust repeatedly demanded that 37Point9 transmit the 4,705,662 shares of 37Point9 common stock; 37Point9 refused.
15. During October, 2001, when 37Point9 was required to transmit the 4,705,662 shares to The Trust, the price for 37Point9 common shares went to $.09 per share.
16. Had 37Point9 complied with its contractual obligation (Exhibit A), The Trust would have been able to sell such shares, for $423,509.58 (4,705,662 shares X $.09 per share).
17. There was an offer and acceptance of the agreement (Exhibit A).
18. The Trust complied with its end of the bargain.
19. 37Point9 has breached the agreement (Exhibit A) with The Trust.
20. The Trust suffered damages of $423,509.58, plus interest and costs.WHEREFORE, Plaintiff The Goulding Trust, prays for judgment in its favor and against Defendant 37Point9, on Count I, in the amount of $423,509.58, plus interest and costs, and any such further relief as the Court deems just and appropriate in the circumstances.COUNT II(Breach of Contract - Consulting Agreement Services)(Randall Goulding v. 37Point9)1-20. Plaintiff restates, realleges and incorporates by this reference, paragraphs 1-20 of this Complaint, as if fully stated and set forth herein.
21. On or about October 12, 2001, 37Point9 engaged the services of Randall Goulding pursuant to a Consulting Agreement, attached hereto as Exhibit B and made a part hereof.
22. 37Point9's attorney, Mr. Tad Mailander, prepared the Consulting Agreement, 37Point9's Director and Chief Executive Officer, Charles Kallmann, signed and issued the Consulting Agreement to Goulding.
23. Both Mailander and Kallmann were acting on behalf of 37Point9.
24. Both Mailander and Kallmann had the apparent authority to bind 37Point9 with regard to the Consulting Agreement.
25. Goulding performed services in connection with and as called for pursuant to the Consulting Agreement.
26. On Saturday, October 20, 2001, Goulding received a certificate for 10,000,000 shares of 37Point9 common stock, as called for pursuant the Consulting Agreement. 27. On Monday, October 22, 2001, Goulding sold 2,600,000 shares of 37Point9 common stock, receiving proceeds therefore in the amount of $74,977.93.
28. On Tuesday, October 23, 2001, Goulding sold 485,000 shares of 37Point9 common stock, receiving proceeds therefore in the amount of $20,691.41.
29. That evening, Tuesday, October 23, 2001, Goulding did some research and became aware of the circumstances under which the 10,000,000 shares issued to Goulding, were registered with the Securities and Exchange Commission.
30. Pursuant to such research, on Tuesday, October 23, 2001, Goulding learned that 10,000,000 shares had been registered pursuant to an S-8 registration with the Securities and Exchange Commission.
31. Pursuant to such research, Goulding further determined, on Tuesday, October 23, 2001, that the Securities and Exchange Commission restricts the use of an S-8 registration, prohibiting the issuance of shares registered pursuant to S-8 when the shares have any relationship to an investment.
32. Accordingly, being concerned with the legality of the S-8 registration, that evening, on Tuesday, October 23, 2001, Goulding contacted Mr. Mailander, attorney for 37Point9 who filed the S-8 registration for 37Point9; Mr. Mailander insisted that the S-8 registration filing with the Securities and Exchange Commission, was legal.
33. On the next day, Wednesday, October 24, 2001, not being then familiar with the legal requirements and restrictions of an S-8 registration and not being convinced of Mr. Mailander's assurances, Goulding contacted a securities attorney, who concluded that the S-8 registration was illegal, in that the Securities and Exchange Commission prohibits the issuance of shares registered pursuant to S-8 when the shares have any relationship to an investment. This securities attorney strongly recommended that Goulding repurchase all 37Point9 shares sold during the preceding days.
34. On the next day, Thursday, October 25, 2001, given the economic magnitude of the circumstances, in order to avoid responsibility for having sold shares registered illegally by 37Point9, and given the conviction of Mr. Mailander's contrary assurances, Goulding contacted a second securities attorney, who also concluded that the S-8 registration was illegal, in that the Securities and Exchange Commission prohibits the issuance of shares registered pursuant to S-8 when the shares have any relationship to an investment. This securities attorney also strongly recommended that Goulding repurchase all 37Point9 shares sold during the preceding days.
35. In order to avoid any legal repercussion with the Securities and Exchange Commission, on October 29, 2001, Goulding proceeded to disgorge his profits, and commenced his repurchase of all shares sold during the preceding days.
36. On October 29, 2001, Goulding repurchased 1,430,000 37Point9 shares for a total purchase price of $55,814.22.
37. On October 30, 2001, Goulding repurchased 1,155,000 37Point9 shares for a total purchase price of $43,404.19.38. On October 31, 2001, Goulding repurchased 500,000 37Point9 shares for a total purchase price of $17,772.75.39. In summary, on Monday, October 22, 2001, and Tuesday, October 23, 2001, Goulding sold 3,085,000 shares of 37Point9 common stock, receiving proceeds therefore in the collective amount of $95,669.34, and repurchased such shares between October 29, 2001 and October 31, 2001, for $116,991.16, collectively, resulting in a deficiency or a loss in the amount of $21,321.82.40. In ascertaining the illegality of 37Point9's S8 registration, Goulding also incurred legal expenses in the amount of $3,803.41. Thereafter, on December 19, 2001, Goulding secured, after considerable effort, the 10,000,000 shares from his broker, and immediately returned it to 37Point9, by express mail.
42. During October, 2001, after Goulding received the 10,000,000 shares of 37Point9 common stock, the price for such shares went to $.09 per share.
43. Since that time, Goulding has repeatedly demanded from Defendant that Defendant comply with its contractual obligation and deliver to Goulding the 10,000,000 shares of 37Point9 common stock, properly registered.
44. Had 37Point9 complied with its contractual obligation (Exhibit B), Goulding would have been able to sell such shares, for $900,000 (10,000,000 shares X $.09 per share).
45. There was an offer and acceptance of the agreement (Exhibit B).
46. Goulding complied with his end of the bargain.
47. 37Point9 has breached the agreement (Exhibit B) with The Trust.
48. Goulding suffered damages of $900,000 relative to the 10,000,000 shares of 37Point9; $21,321.82 deficiency or loss in repurchasing 37Point9 shares; and $3,803 in legal expenses.WHEREFORE, Plaintiff Randall Goulding, prays for judgment in its favor and against Defendant 37Point9, on Count I, in the amount of $925,124.82, plus interest and costs, and any such further relief as the Court deems just and appropriate in the circumstances |
