Opinion
2:22-cv-00612-CDS-EJY
01-30-2023
SECURITIES AND EXCHANGE COMMISSION, Plaintiff v. MATTHEW WADE BEASLEY, et al., Defendants THE JUDD IRREVOCABLE TRUST, et al., Relief Defendants
Jarrod L. Rickard, Bar No. 10203 Katie L. Cannata, Bar No. 14848 SEMENZA KIRCHER RICKARD David R. Zaro (admitted pro hac vice) Joshua A. del Castillo (admitted pro hac vice) Matthew D. Pham (admitted pro hac vice) ALLEN MATKINS LECK GAMBLE MALLORY & NATSIS LLP Kara B. Hendricks, Bar No. 7743 Jason K. Hicks, Bar No. 13149 Kyle A. Ewing, Bar No. 14051 GREENBERG TRAURIG, LLP Attorneys for Receiver Geoff Winkler GREENBERG TRAURIG, LLP KARA B. HENDRICKS (SBN 07743) JASON K. HICKS (SBN 13149) KYLE A. EWING (SBN 14051) JARROD L. RICKARD (SBN 10203) KATIE L. CANNATA (SBN 14848) SEMENZA KIRCHER RICKARD DAVID R. ZARO* JOSHUA A. del CASTILLO* MATTHEW D. PHAM* *admitted pro hac vice ALLEN MATKINS LECK GAMBLE MALLORY & NATSIS LLP Attorneys for Receiver Geoff Winkler SECURITIES & EXCHANGE COMMISSION TRACY S. COMBS, ESQ. (California Bar No. 298664) CASEY R. FRONK, ESQ. (Illinois Bar No. 6296535)
Jarrod L. Rickard, Bar No. 10203 Katie L. Cannata, Bar No. 14848 SEMENZA KIRCHER RICKARD David R. Zaro (admitted pro hac vice) Joshua A. del Castillo (admitted pro hac vice) Matthew D. Pham (admitted pro hac vice) ALLEN MATKINS LECK GAMBLE MALLORY & NATSIS LLP Kara B. Hendricks, Bar No. 7743 Jason K. Hicks, Bar No. 13149 Kyle A. Ewing, Bar No. 14051 GREENBERG TRAURIG, LLP Attorneys for Receiver Geoff Winkler
GREENBERG TRAURIG, LLP KARA B. HENDRICKS (SBN 07743) JASON K. HICKS (SBN 13149) KYLE A. EWING (SBN 14051) JARROD L. RICKARD (SBN 10203) KATIE L. CANNATA (SBN 14848) SEMENZA KIRCHER RICKARD DAVID R. ZARO* JOSHUA A. del CASTILLO* MATTHEW D. PHAM* *admitted pro hac vice ALLEN MATKINS LECK GAMBLE MALLORY & NATSIS LLP Attorneys for Receiver Geoff Winkler
SECURITIES & EXCHANGE COMMISSION TRACY S. COMBS, ESQ. (California Bar No. 298664) CASEY R. FRONK, ESQ. (Illinois Bar No. 6296535)
STIPULATION AND ORDER AUTHORIZING THE SALE OF REAL PROPERTIES AT 5475 RUFFIAN ROAD, LAS VEGAS, NEVADA AND 2.5 AC - NWC RUFFIAN ROAD AND W. HAMMER LANE, LAS VEGAS, NEVADA
HON. CRISTINA D. SILVA, JUDGE, UNITED STATES DISTRICT COURT
The following Stipulation and [Proposed] Order (the “Stipulation”) regarding the sale of the real property located at 5475 Ruffian Road, Las Vegas, Nevada, and bearing the legal description appended hereto as Exhibit A (the “Ruffian House”), and 2.5 AC - NWC Ruffian Road and W. Hammer Lane, Las Vegas, Nevada, and bearing the legal description appended hereto as Exhibit B (the “Ruffian Land”), Geoff Winkler (the “Receiver”), the Court-appointed receiver in the aboveentitled action, and the plaintiff Securities and Exchange Commission (the “Commission”), by and through their respective representatives, and with respect to the following facts:
1. The Receiver was appointed on June 3, 2022 pursuant to this Court's Order Appointing Receiver [ECF No. 88] which was amended on July 28, 2022 [ECF 207] (collectively the “Appointment Order”). Pursuant to the Appointment Order, the Receiver was appointed as the federal equity receiver for, among other entities, J&J Consulting Services, Inc., a Nevada corporation (“Seller”);
2. The Appointment Order required the turnover of certain personal and real property to the Receiver including but not limited to the Ruffian House and the Ruffian Lan (collectively, the “Properties”.) The Properties were transferred to Seller in accordance with the Appointment Order.
3. The buyers of the Ruffian Land, Michael Ascunsion and Tokumba Britt (together, "Land Buyer") have agreed to purchase the Ruffian Land for the sum of $500,000 in accordance with a Vacant Land Purchase Agreement dated November 22, 2022 (the “Land RSA”). Per the Land RSA, the Land Buyer has deposited $7,500.00 into an escrow established at Stewart Title (the “Land Escrow”), pursuant to that escrow agreement dated November 23, 2022, as an earnest money deposit.
4. The buyer of the Ruffian House, Christine Harper-Shene (“House Buyer”), has agreed to purchase the Ruffian House for the sum of $1,599,000 in accordance with the Residential Purchase Agreement dated November 22, 2022, (the “House RSA”). Per the terms of the House RSA, House Buyer has deposited $20,000 into an escrow established at Stewart Title (the “House Escrow”), pursuant to that escrow agreement dated November 23, 2022, as an earnest money deposit.
5. The House Buyer, Land Buyer, Seller, and the Receiver have agreed that all proceeds of the foregoing sales shall be transmitted from the Land Escrow and the House Escrow (collectively the “Escrows”) to the Seller, via wire transfer, immediately upon the closing of the sales. It is anticipated that the sales will close within thirty (30) days of the District Court's approval of this Stipulation. The Receiver believes that the offer represents fair market value for the Ruffian Land and Ruffian House.
6. Defendant Matthew Beasley and Paula Beasley voluntarily signed the deed transferring the Properties to the Seller and consent to the sale. Attached hereto as Exhibit C and D are copies of the grant deeds reflecting the transfer. (See also ECF Dkt No. 442) (order authorizing transfer of properties from the Beasleys to Seller).
7. The Receiver is seeking to close the sale via this Stipulation in lieu of a receiver's auction process because of changes and uncertainties in the real estate marketplace jeopardize the sale of the Properties, and the recovery of the maximum sale proceeds for the benefit of the receivership estate in the immediate term. In most cases, transfers of title from the defendants to the Receiver are necessary in order for the Receiver to conduct the auctions contemplated by 28 U.S.C. 2001, and the sales procedures already approved by this Court (which include sale pursuant to stipulation, in certain circumstances). However, delays in connection with the closing of the sale that result from the auction process and the time required by the title company to underwrite title policies have created untenable delays that could result in the buyers walking away from the sale.
8. The Receiver and the real estate broker believe that delays in the closing beyond the timing contemplated by the Land RSA and House RSA will jeopardize the sales. As noted above, the market is deteriorating as a result of, among other things, the extraordinary rise in mortgage rates over the past six months. It is possible that if these sales do not close, the Properties may remain on the market through the winter and into spring.
9. After payment of closing costs and brokers' commissions, as reflected in the Land RSA and House RSA, all sale proceeds from the sale of the respective Properties shall be wired directly to the Seller from the Escrows, as provided above. It is estimated that the net proceeds of the sales, which will be wired from the Escrows to the Seller, will be approximately $1,743,433.84.
10. Based upon the time that the Properties have been on the market, the terms of the offers and the anticipated market conditions for homes and raw land in these price ranges, the Receiver, Seller and the Commission have agreed to the immediate sale of the Properties to the buyers on the terms set forth in the Land RSA and House RSA.
11. Accordingly, in light of the unique facts and circumstances surrounding the proposed sale of the Properties including but not limited to the limited market for an “as is” sale of real property, the all-cash terms of the sale, as well as the Receiver's concerns that failing to immediately move forward with this sale may lead to the receipt of significantly less recovery for the receivership estate, the undersigned parties believe this Stipulation is necessary, and in the best interest of all parties and the receivership estate. Therefore, the undersigned agree that it is appropriate to waive any requirements imposed by 28 U.S.C. § 2001, et. seq. to the extent they are applicable to the offer, the Land RSA and House RSA and the proposed sale.
ACCORDINGLY, IT IS HEREBY STIPULATED AND AGREED by and between the undersigned counsel that:
A. Seller may sell the Properties pursuant to the offers reflected in the Land RSA and the House RSA;
B. The deposits received relating to the Land RSA and the House RSA shall be immediately delivered to the Seller; and / / / / / / / / / / / / / / / / / / / / / / / / / / / / / /
C. Following the District Court's approval of this Stipulation, on the Closing Date reflected in the Land RSA and the House RSA, that the net proceeds of the sales shall be wired directly from Land Escrow and the House Escrow to the Seller.
ORDER
IT IS HEREBY ORDERED that:
A. Seller may sell the Properties pursuant to the terms of the Land RSA and House RSA.
B. The deposit received by the escrows pursuant to the Land RSA and the House RSA shall be immediately delivered to the Seller; and
C. Upon the Closing of the sale of the Ruffian Land and the Ruffian House pursuant to the Land RSA and the House RSA, all of the net sale proceeds shall be wired directly from the Land Escrow and the House Escrow to the Seller.
IT IS SO ORDERED.
| INDEX OF EXHIBITS | |
| Exhibit | Description |
| Exhibit A | Legal Description (5475 Ruffian Road, Las Vegas, NV) |
| Exhibit B | Legal Description (2.5 Acres NWC Ruffian Road and W. Hammer Lane |
| Exhibit C | Grant Deed (5475 Ruffian Road, Las Vegas, NV) |
| Exhibit D | Grant Deed (2.5 Acre NWC Ruffian Road and W. Hammer Lane |
EXHIBIT A
Legal Description
5475 Ruffian Road, Las Vegas, NV
5475 Ruffian Road, LEGAL DESCRIPTION
PARCEL ONE (1):
That portion of the Northeast Quarter (NE %) of the Northeast Quarter (NE %) of Section 36, Township 19 South, Range 59 East, M.D.B. &M., described as follows:
Lot Two (2) as shown by map thereof in File 107 of Parcel Maps, Page 22, in the Office of the County Recorder of Clark County, Nevada.
PARCEL TWO (2):
An Easement for ingress and egress over those portions of Lots One (1), Three (3) and Four (4), lying within the Private Drive as shown by said map.
EXHIBIT B
Legal Description
2.5 Acres - NWC Ruffian Road and W. Hammer Lane
2.5 Acres - NWC Ruffian Road and W. Hammer Lane
LEGAL DESCRIPTION
The Southeast Quarter (SE 1/4) of the Southwest Quarter (SW 1/4) of the Northeast Quarter (NE 1/4) of the Northeast Quarter (NE1/4) of Section 36, Township 19 South, Range 59 East, M.D.M.
EXHIBIT C
Grant Deed 5475 Ruffian Road, Las Vegas, NV
| A.P.N. No.: | 1126-36-501-029 |
| R.P.T.T. | $8.154.90 |
| File No.: | 1853434-2 KHE |
| Recording Requested By: | |
| Stewart Title Company | |
| Mail Tax Statements To:Same as below | |
| When Recorded Mail To: | |
| J&J Consulting Services, Inc. | |
| 715 N.W. Hoyt Street Ste 4364 | |
| Portland. OR 97208 |
GRANT, BARGAIN, SALE DEED
THIS INDENTURE WITNESSETH: That
Matthew Beasley and Paula Beasley, husband and wife as joint tenants for valuable consideration, the receipt of which is hereby acknowledged, does hereby Grant, Bargain, Sell and Convey to
J&J Consulting Services, Inc., all that real property situated in the County of Clark, State of Nevada, bounded and described as follows:
PARCEL ONE (1):
That portion of the Northeast Quarter (NE %) of the Northeast Quarter (NE %) of Section 36, Township 19 South, Range 59 East, M.D.B. &M., described as follows:
Lot Two (2) as shown by map thereof in File 107 of Parcel Maps, Page 22, in the Office of the County Recorder of Clark County, Nevada.
PARCEL TWO (2):
An Easement for ingress and egress over those portions of Lots One (1), Three (3) and Four (4), lying within the Private Drive as shown by said map.
'SUBJECT TO:
1. Taxes for the fiscal year;
2. Reservations, restrictions, conditions, rights, rights of way and easements, if any of record on said premises.
Together with all and singular the tenements, hereditaments and appurtenances thereunto belonging or in anywise appertaining, and any reversions, remainders, rents, issues or profits thereof.