Opposition Brief — DeLorean v. Morganroth

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Supreme Court, U.S.

F IL ED

No. 97-1389 MAR 26 1998 4

CLERK

In The

Supreme Court of the United States

.

' October Term, 1997

JOHN Z. DELOREAN and ECCLESIASTES 9:10-11-12,

INC., a Delaware Corporation (formerly known as Logan

Manufacturing), a Delaware Corporation, Jointly and Severally,

Petitioners,

vs.

MORGANROTH & MORGANROTH, a Michigan General

Partnership, and MAYER MORGANROTH,

Respondents.

On Petition: for Writ of Certiorari to the

United States Court of Appeals for the Sixth Circuit

RESPONDENTS’ BRIEF IN OPPOSITION

MAYER MORGANROTH

Counsel of Record

_ MORGANROTH & MORGANROTH

Attorneys for Respondents

3000 Town Center

Suite 1500

Southfield, Michigan 48075

(248) 355-3084

Mase (800) 274-3371 + (800) 359-6859 LA poeliate

A OFVISION OF COUNSEL PRESS

i

QUESTION PRESENTED

Whether the Sixth Circuit was correct in affirming the jury

verdict rendered in favor of Morganroth on claims for fraud,

breach of contract, and account stated based on the finding that

the verdict was not the product of passion or prejudice, but was

supported by overwhelming and compelling evidence?

TABLE OF CONTENTS

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A. Nature of the Case/Course of Proceedings/

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Reasons for Denying the Writ ....................

I. The Sixth Circuit Correctly Determined That No

Reason Exists For Reviewing The District Court’s

Rulings Denying The Pretrial Motions To Dismiss

The RICO Claim Because The Same Evidence

Would Have Been Admitted Regardless Of The

Presence Of A RICO Claim. ...............

A. DeLorean’s and Logan’s Consistent Failure

to Object to the Admission of Such Evidence

Operated as a Waiver. ..........2..2...

B. The Challenged Evidence Was Admissible

Pursuant to Rule 404(b) as to Morganroth’s

SN i i ea we

C. The Challenged Evidence Was Admissible to

Rebut DeLorean’s and Logan’s Affirmative

Defenses and Recoupment Defenses. ....

Page

10

11

11

13

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Contents

Page

II. The Sixth Circuit Also Correctly Concluded That

No Reason Exists For Reviewing The District

Court’s Rulings Denying The Pretrial Motions To

Dismiss The RICO Claim Because Overwhelming

Evidence Supported The Jury Verdict On The

Claims Of Fraud, Breach Of Contract, And

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A. Overwhelming Evidence Supported the

Jury’s Verdict on Morganroth’s Breach of

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B. Overwhelming Evidence Supports the Jury

Verdict on Morganroth’s Fraud Claim. ... 20

C. Overwhelming Evidence Supports the Jury

Verdict on Morganroth’s Account Stated

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Ill. Even If It Were Somehow Necessary To Review

The District Court’s Denial Of The Pretrial RICO

Motions, The District Court Did Not Abuse Its

Discretion In Denying Such Motions In Any

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A. The Supposed Deficiencies Regarding the

RICO Claim Raised on Appeal to the Sixth

Circuit Missed the Mark. .............. 24

1. Morganroth provided sufficient legal and

factual support to withstand the pretrial

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iv

Contents

Page

2. Requisite racketeering activity was well

pled and supported by sufficient

evidence to withstand motions to

dismiss and/or summary judgment. .. 26

B. No Compelling Reasons Exist For Granting

PRINS ohsnnocncndcencbeasas vee. 28

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TABLE OF CITATIONS

Cases Cited:

Adkins v. GAF Corp., 923 F.2d 1225 (6th Cir. 1991) . 19 \

Cathey v. John Manville Sales Corp., 776 F.2d 1565 (6th

CR See. 5 hd bth eckas bh aeons eenneetewenes 19

City of Cleveland v. Peter Kiewit Sons Co., 624 F.2d 749

Cl es ED wate xR edeanls 065Re eee eds 13

Dana Corp. v. Blue Cross Blue Shield Mut., 900 F.2d

ee ee es SD ied oni nhédte ie bkch evewek ke 26

Holmes v. Securities Investor Protection Corp., 503 U.S.

ee Rs 4b 6 eee eee 0oers ss 28

Newmyer v. Phitaletic Leasing, Ltd., 888 F.2d 385 (6th

Cae Bee eee ei Sioa ioe is ine S8c4 6k cs. 26

Contents

Page

TCP Indus., Inc. v. Uniroyal, Inc., 661 F.2d 542 (6th

Ce SUES sa vackabaseset ccnscen uae eenaew 12, 13

United States v. Anendondo-Morales, 624 F.2d 681 (Sth

| AS og Os 3 ee a ee 12

United States v. Ausmus, 774 F.2d 722 (6th Cir. 1985)

si eee ae hace ae ae kaa aaa es 12

ra ae i a ee eee ee a er 12

United States v. Ellzey, 874 F.2d 324 (6th Cir. 1989) . 12

United States v. LeBlanc, 612 F.2d 1012 (6th Cir. 1980)

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Statutes Cited: :

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vi

Contents

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Rules Cited:

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vii

Contents

APPENDIX

Appendix A — Transcript Of Jury Verdict Dated January

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Appendix B — Transcript Of Trial Proceedings Dated

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Appendix C — Transcript Of Trial Proceedings Dated

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Appendix D — Transcript Of Trial Proceedings Dated

September 28, 1994 (AM) ............cccceees

Appendix E — Transcript Of Trial Proceedings Dated

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Appendix F — Transcript Of Trial Proceedings Dated

December 1, 1994 (PM) .......cccccccccccceces

Appendix G — Transcript Of Trial Proceedings Dated

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Appendix H — Transcript Of Trial Dated December 22,

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Appendix I — Personal Financial Statement Of John Z.

DeLorean Dated January 15, 1993 ..............

Appendix J — Stipulation Of Facts ................

Page

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29a

46a

63a

65a

75a

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84a

86a

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Contents

Appendix K — Plaintiffs’ Brief In Opposition To Motion

To Dismiss Or Stay Entire Action Or Alternatively To

Dismiss Count I From The Complaint In The Instant

Action For Failure To State A Claim, Or Alternatively

For More Definite Statement Of Count I Of The

Complaint In The Instant Action Dated June 21,

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Appendix L — Plaintiffs’ Combined Brief In Opposition

To Motion For Partial Summary Judgment Against

Count I And Motions For Judgment On The Pleading

Against Count I And II Dated February 14, 1994 ..

Appendix M — Plaintiffs’ Brief In Opposition To

Defendants’ Motion For Separate Trials Dated

PR OM; WE os nhs eee s pean aevens ae

Appendix N — Plaintiffs’ Brief In Opposition To

Defendants’ Motion For Judgment As A

Matter Of Law (Fed. R. Civ. P. 50(a)) Re Plaintiffs’

RICO Claim Dated December 14, 1994 .........

Page

100a

124a

192a

1

STATEMENT OF THE CASE

A. Nature of the Case/Course of Proceedings/Disposition.

The Petition misrepresents the nature of the case and course

of proceedings below.

Attorney, Mayer Morganroth, and his law firm, Morganroth

& Morganroth (collectively, “Morganroth”), filed the subject action

against John Z. DeLorean (“DeLorean”) and Ecclesiastes 9:10-11-

12, Inc. f/k/a Logan Manufacturing Co. (hereinafter, “Logan”),

consisting of seven claims: (1) RICO; (2) common law fraud;

(3) breach of express contract; (4) breach of implied contract;

(5) account stated; (6) quantum meruit; and (7) unjust enrichment.

DeLorean and Logan filed a sham counter-complaint alleging

malpractice, which was dismissed on motion. Nevertheless,

DeLorean and Logan asserted affirmative defenses and recoupment

defenses challenging every aspect of Morganroth’s representation.

These defenses survived and were fully litigated at trial

notwithstanding dismissal of the counter-complaint.

On September 8, 1994, trial of the instant action commenced,

and after 42 days of testimony, evidence, argument by counsel,

instructions, and deliberations, the jury returned its verdict on

January 4, 1995 in favor of Morganroth with respect to the claims

for fraud, breach of express contract and account stated, and in

favor of DeLorean and Logan on Morganroth’s RICO claim. (App.

A). The jury also found against DeLorean and Logan on their

affirmative defenses and recoupment defenses, and did not render

a verdict on Morganroth’s quasi contract claims because they found

the existence of an express contract. (App. at 4a-6a).

By orders dated April 17, 1995, the District Court denied

DeLorean’s and Logan’s post-judgment motions for attorney fees

on the RICO claim, relief from judgment, and for new trial, but

granted DeLorean’s motion to alter or amend the judgment by

striking the punitive damages award.

niacin |

2

DeLorean and Logan thereafter filed an appeal with the Sixth

Circuit alleging that they were prejudiced by virtue of the District

Court’s denial of their pretrial motions to dismiss the RICO claim,

that the jury verdict on Morganroth’s claims for fraud, breach of

contract, and account stated was against the weight of the evidence,

and that the District Court erroneously denied DeLorean’s and

Logan’s motion for Rule 11 sanctions on the RICO claim.

Morganroth filed a cross-appeal regarding the District Court’s post-

judgment order striking the punitive damage award.

After full briefing and oral argument, the Sixth Circuit affirmed:

(1) the jury verdict in favor of Morganroth; (2) the District Court’s

denial of DeLorean’s and Logan’s post-trial motion for Rule 11

sanctions on the RICO claim; and (3) the District Court’s post-

judgment order striking the punitive damage award. (Pet. App.

A). Subsequently, DeLorean and Logan filed a motion for

reconsideration with the Sixth Circuit, which was denied on

October 14, 1997. (Pet. App. B).

B. Relevant Facts.

The Petition misrepresents virtually all of the facts relevant to

this case. A correct recitation of the relevant facts is set forth below.

This case tells the story of an attorney, Morganroth, who

successfully devoted over ten years of his life working day and

night for two clients, DeLorean and Logan, to the detriment of his

large legal practice in order to provide legal representation to fight

for DeLorean’s freedom and to save tens of millions of dollars in

assets of DeLorean and Logan. (R.287 at 162, 164-165; R.250 at

66; R.277 at 6-13; R.271 at 131; R.300 at 22-24, 29-30; R.301 at

77-78, 119-123, 148-161). When Morganroth’s representation

ceased in February 1993, DeLorean was free from criminal charges

in the United States (R.289 at 149-150), and possessed a net worth

of in excess of $51 million (App. at 13a-19a, 22a-28a, 84a-85a),

but DeLorean and Logan had defrauded Morganroth out of in

excess of $5 million in legal fees and expenses.

3

DeLorean first contacted Morganroth in 1982, and indicated

that he was interested in Morganroth acting as his legal counsel.

(R.256 at 33-34). At the time, DeLorean already had been arrested,

and sought counsel in connection with the California criminal

cocaine case and with respect to various civil actions which were

on the horizon. (R.256 at 33-37; R.287 at 162-164). A formal

arrangement was discussed where DeLorean orally agreed to pay

Morganroth’s customary hourly rate in accordance with

Morganroth’s standard practice. (R.256 at 37-38, 47, 49-50; R.277

at 14-16).

In early 1983, DeLorean asked if Morganroth was available

to serve as his lead trial counsel in the criminal cocaine case, but

Morganroth had to decline because he already was committed to

handle another trial. (R.256 at 38-41). DeLorean then asked

Morganroth to focus his attention on the possibility of suing the

British and United States governments, to examine papers and

documents regarding existing and potential problems, and to try

to settle claims that had been filed against DeLorean and Logan by

the Trustee in the DMC bankruptcy proceedings (the “Trustee’’).

(Id. at 41-42, 44-46). During the discussions, DeLorean re-

confirmed that Morganroth would be paid his customary hourly

rate. (Id. at 47).

Just a couple of months later, an avalanche of cases tumbled

down on DeLorean and Logan, including adversary proceedings,

district court proceedings, and tax proceedings. (Jd. at 48, 51-52,

56-59). In connection therewith, restraining orders were entered

against DeLorean and Logan with respect to their assets. (/d. at

48-49).

Although Morganroth was not counsel of record in 1983 and

1984, he performed substantial legal services for DeLorean and

Logan, and he continued to provide consultation and advice to

DeLorean regarding the defense of the California criminal cocaine

case which was tried in 1984. (Jd. at 60-61, 86-87).

4

In 1984, district court proceedings pending against DeLorean

and Logan around the country were consolidated in multi-district

litigation, Judge George E. Woods presiding. (/d. at 59-60).

In 1985, Morganroth took over as sole litigation counsel for

DeLorean and Logan in all proceedings, including a criminal

warrant issued in Switzerland, and became counsel of record. (/d.

at 60-66, 87; R.288 at 58, 61-62, 69-71). The civil cases were

massive, most of which each sought $100 million per count and

in the aggregate $500 million per case. (R.256 at 57; R.288 at

84).

From the time Morganroth took over the multitude of civil

actions through September 1987, enormous discovery and motion

practice was conducted. (R.256 at 97-99, 131; R.288 at 86).

Morganroth was unassisted in his representation of DeLorean and

Logan, while the opposition had dozens of attorneys working on

the matters. (R.288 at 66-69; R.300 at 29-30).

DeLorean also was indicted in Detroit on criminal racketeering

and tax charges, and a trial was conducted in 1986. (R.256 at 147,

150). Morganroth coordinated the defense of the case and worked

on it seven days a week. (R.256 at 149-151; R.287 at 159-162).

Morganroth even was responsible for bringing in the key evidence

believed to have turned around the case and resulted in acquittal.

(R.256 at 152-157; R.287 at 160-161; R.289 at 149-152).

In 1987, DeLorean and the Trustee commenced settlement

negotiations, at the strong suggestion of Judge Woods and Judge

Graves, regarding a multitude of complex cases brought by the

Trustee. A marathon negotiating session involving 12-14 attorneys

on behalf of the Trustee on the one hand, and Morganroth, attorney

Thomas Kimmerly (“Kimmerly”), and DeLorean on behalf of

DeLorean and Logan on the other hand, lasted approximately 24-

35 straight hours, and resulted in a settlement of the Trustee’s claims.

(R.294 at 61-66; R.288 at 123-125, 132).

5

DeLorean was extremely pleased with the settlement of the

Trustee’s claims as he actually received a net gain. (R.294 at 72,

103, 120-123; R.288 at 122-123; R.290 at 29-31; R.289 at 157:

R.301 at 60-61). Prior to Morganroth’s representation, DeLorean

had made offers to personally pay $29 million to settle with the

Trustee, and DeLorean would not have received any of the assets

held by the DeLorean Family Trust. (R.288 at 115-116). But in

the settlement, DeLorean received all of the assets from the

DeLorean Family Trust worth $25-$50 million including Logan,

even though DeLorean had no ownership interest or rights therein

whatsoever (R.294 at 119; R.288 at 79-83, 95-102, 107-108);

and he also received $2 million in cash, the $800,000 Bridgewater

Escrow, patents, trademarks and tradenames valued by DeLorean

at $15 million plus other valuable benefits in exchange for two

payments totalling $9.36 million to be made by Logan, a company

which DeLorean had not even owned. (R.294 at 70, 82-83, 98,

102-103; R.288 at 102-115). In fact, the settlement was so good

that the DMC creditors committee filed objections thereto (R.294

at 108, 112-113), and their counsel, Malcolm Schade (“Schade”),

called the settlement the best leveraged buyout he ever saw. (R.300

at 31).

Morganroth had performed substantial legal services on behalf

of DeLorean and Logan from late 1982 through the 1987

settlement, however, Morganroth still had not received one cent in

payment of fees or for expenses advanced. (R.256 at 98-99, 112-

113; R.277 at 40; R.288 at 91, 105). By the time of the 1987

settlement with the Trustee, legal fees and expenses owed to

Morganroth by DeLorean totalled $4 million, and owed by Logan

totalled in excess of $1 million. (R.277 at 24). When DeLorean’s

and Logan’s assets were released from the restraints in 1987,

DeLorean and Logan collectively paid Morganroth $450,000 on

account. (/d. at 24-26). DeLorean also began attempting to sell

assets so that he could clear up his debts including the outstanding

fees owed to Morganroth. (App. at 56a-62a).

Although the 1987 settlement with the Trustee resolved a

multitude of claims, a lot of other cases were still pending against

6

DeLorean and Logan which Morganroth continued to work on,

and a lot of cases were coming down the pike. (R.294 at 102-104,

128-130; R.287 at 179-181; R.288 at 45-46). In addition,

Morganroth became general corporate counsel for Logan, worked

on many commercial transactions for both DeLorean and Logan,

and represented Logan in several cases. (R.294 at 76, 131-134).

On January 24, 1989, DSQ filed an action in New York against

DeLorean seeking to enforce a $53 million default judgment

rendered in London. (R.295 at 32-37). When the action was filed,

ex parte restraining orders were entered by the court over

DeLorean’s and Logan’s assets. (/d.). The restraints interfered with

Logan’s ability to make the final payment of the 1987 settlement

which was due within one week, but Morganroth successfully

petitioned for an extension on one occasion. (/d. at 81-85).

Summary judgment in favor of DSQ was eventually granted,

but enforcement was stayed. (/d. at 85-91). DeLorean then finally

relented to Morganroth’s repeated urging to hire United Kingdom

counsel which DeLorean had previously rejected on the grounds

that he did not think he could get justice there. (Jd. at 23, 29-30,

46-47, 77-78; R.300 at 188-194, 198-199; R.301 at 42-46).

Morganroth paid all expenses to fly to the United Kingdom to

assist in a motion to set aside the default judgment, which was

granted, but the ruling was stayed for appeal. (R.295 at 103-117,

139; R.290 at 135-140).

By mid-October 1990, DeLorean and Logan had reached a

settlement of the DSQ case, and as of that time, Morganroth had

received sporadic payments from DeLorean and Logan totalling

$800,000 on account. (R.271 at 36-37). Morganroth believed that

he would be paid the outstanding balance based upon DeLorean’s

repeated acknowledgement of amounts due and repeated promises

to pay during regular oral discussions regarding fees and during

DeLorean’s review of detailed time sheets and periodic invoices.

(R.278 at 118, 131; R.296 at 45-46, 160-162; R.301 at 172-184;

R.303 at 69-74).

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7

When the 1990 settlement was consummated, the restraining

orders over the assets were vacated and DeLorean resumed the

process of attempting to sell his substantial assets which would

produce more than sufficient cash to satisfy the outstanding fees

owed to Morganroth. (R.277 at 48). Morganroth sent written

composite bills to DeLorean and Logan with back up

documentation because of the fact that the assets were going to be

sold in order to pay all of the outstanding fees. (Jd. at 49-50, 56-

62). Prior to sending the composite billings, Morganroth discussed

with DeLorean the fees owed and agreed to retroactively reduce

his hourly rate because of the volume of work, amount of money

owed over the eight year relationship, and the promise of immediate

payment. (/d. at 51-52, 54; R.278 at 9, 17-18). After DeLorean

received the 1990 billings for Logan and himself,' DeLorean

confirmed that all fees would be paid upon the sale of any one of

the assets. (R.277 at 64-65). In addition, Logan carried the fees

owing to Morganroth on its audited financial statements. (/d.)

Morganroth continued to perform substantial legal services

on behalf of DeLorean and Logan with respect to civil matters,

commercial transactions, tax matters, corporate matters, sales of

assets and properties, and a criminal warrant issued out of the United

Kingdom. (/d. at 67, 69, 77-78, 87-90, 96-99). During such time

period, Morganroth sent bills carrying forward the unpaid fees

and expenses, DeLorean continued to acknowledge the amounts

due and Logan continued to carry its debt on its audited financial

statements. (R.292 at 147-150, 152-154, 173, 215-220; R.277 at

65-74, 76-77, 95-96). DeLorean also continued to represent that

all of the amounts owed by DeLorean and Logan would be paid

from the proceeds of sale of assets and properties. (R.277 at 69,

71, 74).

1. Although the formula was correctly set forth in DeLorean’s )

billing, the amount of $2,595,305 was inadvertently set forth in the )

billing as a result of a typographical error as opposed to $3,595,305,

which was owed by DeLorean. (R.277 at 51-52, 91). )

)

VO

8

In August 1992, DeLorean sold his New York co-op for $11.5

million. (/d. at 74-75; R.288 at 113). When the sale was

consummated, DeLorean advised Morganroth that the proceeds

were being used to pay off the DSQ settlement and for a capital

infusion in Logan so that the company would be stronger in order

to facilitate an imminent sale of Logan’s assets, and therefore, he

would be paid all fees at the closing of the Logan sale. (R.277 at

75). Based upon DeLorean’s representations, Morganroth continued

to perform legal services for DeLorean and Logan. (/d. at 77-78,

86-90, 97-98, 103-106).

In December 1992, a closing for the Logan asset sale was

scheduled, but DeLorean then advised Morganroth that the fees

would be paid by the end of January 1993 because of tax

considerations instead of at the closing. (Jd. at 96, 99, 107). During

a telephone discussion, DeLorean for the first time raised an

objection to payment of an hourly fee for the Cork Gully case. (/d.

at 100-102). Although Morganroth reminded DeLorean that

DeLorean had agreed in May 1990 and then again in October and

November 1990 that the fee for the Cork Gully case would be

converted from contingent to hourly in connection with the

agreement to dismiss the case as part of the consideration given in

the DSQ settlement, Morganroth agreed to waive the $400,000

fee if all other fees were satisfied by the end of January. (/d.)

On January 5, 1993, the Logan asset sale was consummated

and DeLorean received $5.75 million in cash with additional

substantial installment payments to be paid to him. (/d. at 107,

111). Morganroth spoke with DeLorean regularly after the closing,

and DeLorean told Morganroth not to worry about fees and that

there also would be plenty of money derived from a deal that he

structured through his New Jersey law firm for the sale of the

Bedminster Estate which was scheduled to close during the first

few days of February. (/d. at 107-110).

Instead of paying Morganroth as promised, DeLorean and

Logan filed a sham malpractice lawsuit against Morganroth in New

York on February 2, 1993. (Jd. at 108-109). Nevertheless,

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9

DeLorean continued to represent that all fees were going to be

paid and even sought tax advice from Morganroth which was

provided since Morganroth had not yet found out about the

lawsuit. (/d. at 108-109, 113, 134). Soon after the New York ~

malpractice action was served, the case was dismissed by the court

on motion. (Jd. at 109-110).

Morganroth later learned that attorney Edward Freidberg

(“Freidberg”) had secretly commenced working on the malpractice

lawsuit to “handle” Morganroth as of October 15, 1990, and that

Freidberg received approximately $1 million from DeLorean and

Logan during a two-year time period when Morganroth was told

no funds were available. (/d. at 112-125; App. at 70a-74a).

REASONS FOR DENYING THE WRIT

Pursuant to Rule 10 of the Rules of the Supreme Court of the

United States, review on a petition for a writ of certiorari is not a

matter of right, but of judicial discretion. Rule 10 further provides

that a petition for a writ of certiorari will be granted only for

compelling reasons.

No special or important reasons exist in this case warranting

the granting of DeLorean’s and Logan’s Petition. The issues

proposed for review do not involve a conflict among the circuits.

To the contrary, the Petition actually challenges the sufficiency of

the evidence regarding the jury verdict rendered in favor of

Morganroth on the claims for fraud, breach of contract, and account

stated. Apparently recognizing that Rule 10 makes clear that a

petition for certiorari is disfavored when the asserted error consists

of erroneous factual findings or the misapplication of a properly

stated rule of law, DeLorean and Logan attempt to characterize

their arguments as focusing upon the issue of standing to sue under

the RICO statute. But any purported issues in this case regarding

RICO were rendered moot when the jury found in favor of

DeLorean and Logan on the RICO claim. Indeed, the Sixth Circuit

properly concluded, from its review of universal rules of law

governing the admission of evidence as applied to the record in

10 |

this case, that DeLorean’s and Logan’s request for a review of the

District Court’s denial of their pretrial motions to dismiss the RICO

claim was unnecessary. In short, the Sixth Circuit affirmed the

jury verdict on the grounds that: (1) DeLorean and Logan waived

their right to object to the admission of evidence that they later

alleged to be prejudicial after trial since they failed to so object

during trial; (2) regardless of the presence of the RICO claim, the

evidence challenged by DeLorean and Logan as inadmissible was

relevant to support Morganroth’s non-RICO claims and to rebut

DeLorean’s and Logan’s affirmative defenses and recoupment

defenses; and (3) the jury verdict rendered in favor of Morganroth

was not the product of passion or prejudice from the RICO claim,

but was supported by overwhelming and compelling evidence. In

any event, the objective of DeLorean’s and Logan’s Petition is far

too narrow and limited for this Court to grant the Petition.

DeLorean’s and Logan’s Petition should be denied.

Ne

I. THE SIXTH CIRCUIT CORRECTLY DETERMINED

THAT NO REASON EXISTS FOR REVIEWING THE

DISTRICT COURT’S RULINGS DENYING THE

PRETRIAL MOTIONS TO DISMISS THE RICO CLAIM

BECAUSE THE SAME EVIDENCE WOULD HAVE

BEEN ADMITTED REGARDLESS OF THE PRESENCE

OF A RICO CLAIM.

Although the jury found in favor of DeLorean and Logan on

the RICO claim, DeLorean and Logan contend that this Court

should review the District Court’s rulings on the pretrial RICO

motions because the District Court’s refusal to dismiss the RICO

claim purportedly allowed Morganroth to present inflammatory

evidence at trial regarding nine discreet categories of evidence.

The Sixth Circuit, however, carefully analyzed each of the nine

categories of challenged evidence and correctly determined that

review of the District Court’s rulings on DeLorean’s and Logan’s

pretrial RICO motions was unnecessary since the so-called

inflammatory evidence was presented with no contemporaneous

objections and/or was relevant to the non-RICO claims and

defenses. As shown below, the Sixth Circuit properly sustained

TT F

1]

the District Court’s evidentiary rulings regarding each of the

categories of evidence challenged by DeLorean and Logan

regardless of the presence of the RICO claim.

A. DeLorean’s and Logan’s Consistent Failure to Object

to the Admission of Such Evidence Operated as a Waiver.

The record, as confirmed by the Sixth Circuit, reveals that

DeLorean and Logan did not assert objections based on relevance,

bad character evidence or prejudice to four of the categories of

evidence challenged on appeal — (1) failure to pay other attorneys;

(2) ties to organized crime;? (3) statement about Hillel Levin; and

(4) relationship with Roy Nesseth.

The Sixth Circuit correctly found that the consistent failure to

object to this evidence operated as a waiver by DeLorean and

Logan of their claim regarding the admission of such evidence.

Such a failure to object at the time of admission operates as a

waiver pursuant to Fed. R. Evid. 103(a). See United States v.

LeBlanc, 612 F.2d 1012, 1013-1015 (6th Cir. 1980).

B. The Challenged Evidence Was Admissible Pursuant to

Rule 404(b) as to Morganroth’s Claim For Fraud.

As the Sixth Circuit concluded, even if DeLorean’s and Logan’s

consistent failure to object had not operated as a waiver, the

admission of evidence that DeLorean and Logan consistently used

the same devices to avoid paying other attorneys during the same

time period that they attempted to avoid paying Morganroth was

relevant to prove the element of intent to defraud in Morganroth’s

fraud claim pursuant to Fed. R. Evid. 404(b). Because it is difficult

2. The record reveals, and the Sixth Circuit found, that

DeLorean not only failed to object to the admission of the exhibits

regarding this category, except for one exhibit, but he, in fact,

introduced 11 exhibits regarding this very subject matter. The one

objection that DeLorean did make was only on the grounds of lack

of foundation, but, after objection, a witness provided further

testimony that established the foundation.

12

to prove intent, knowledge or plan by direct evidence, such elements

normally must be inferred from circumstantial evidence. See United

States v. Anendondo-Morales, 624 F.2d 681, 684 (Sth Cir. 1980);

see also United States v. Ellzey, 874 F.2d 324, 329 (6th Cir. 1989);

United States v. Ausmus, 774 F.2d 722, 727-728 (6th Cir. 1985).

Accordingly, Rule 404(b) provides that evidence of “other acts” is

admissible for proof of specific intent elements.’ (/d.). Consequently,

whether or not the District Court had ruled differently on

DeLorean’s and Logan's pretrial RICO motions, the Sixth Circuit

correctly found that the evidence regarding non-payment of

attorneys was relevant to Morganroth’s common law fraud claim

and the probative value for establishing fraudulent intent far

outweighed any minor prejudicial effect.

The same holds true for DeLorean's failure to reimburse

attorney Robin Bailey for funds advanced based upon DeLorean's

false promise of immediate repayment. The District Court

confirmed that the testimony regarding Bailey was admissible

pursuant to Rule 404(b) regardless of the presence of a RICO

claim as it was probative of DeLorean’s and Logan's “motive,

opportunity, intent, preparation, plan, knowledge, identity or

absence of mistake or accident” with respect to Morganroth’s

common law fraud claim. (R.307 at 11-13). With respect to Bailey

as well as other attorneys, including Morganroth, DeLorean made

false promises of payment of money to an attorney without any

present intention of performance in order to deceive and mislead

the attorney.

The Sixth Circuit found that this testimony was not sufficiently

prejudicial to warrant reversal in any event. Reversal based on

improper admission of evidence is appropriate only when the

admission interfered with substantial justice. TCP Indus., Inc. v.

3. Indeed, a trial court is accorded broad discretion in

determining the admissibility of such evidence under Rule 404(b),

which determination can only be disrupted upon a showing of an

abuse of discretion. United States v. Ausmus, 774 F.2d at 728; United

States v. Blankenship, 775 F.2d 735, 739 (6th Cir. 1985).

13

Uniroyal, Inc., 661 F.2d 542, 550 (6th Cir. 1981); Fed. R. Civ. P.

61 (“No error in... the admission .. . of evidence . . . is ground

for setting aside a verdict or for vacating, modifying, or otherwise

disturbing a judgment or order, unless refusal to take such action

appears to the court inconsistent with substantial justice. The court

at every stage of the proceeding must disregard any error or defect

in the proceeding which does not affect the substantial rights of

the parties.”); Fed. R. Evid. 103(a) (“Error may not be predicated

upon a ruling which admits or excludes evidence unless a substantial

right of the party is affected. . . .”). As the Sixth Circuit found, in

light of the compelling evidence supporting Morganroth’s case,

admission of this evidence was harmless and would not warrant

reversal. See City of Cleveland v. Peter Kiewit Sons Co., 624 F.2d

749, 756 (6th Cir. 1980).

C. The Challenged Evidence Was Admissible to Rebut

DeLorean’s and Logan’s Affirmative Defenses and

Recoupment Defenses.

The Sixth Circuit properly found that the District Court's

admission of the balance of the challenged categories of evidence

— (1) forging of signatures and documents; (2) ties to organized

crime; (3) purported cancellation of Logan pension plan; (4) money

laundering;* (5) relationship with Roy Nesseth; and (6)

appropriation of Logan profits — was correct on the grounds that

this evidence illustrated the difficulty and complexity of

Morganroth’s representation of DeLorean and refuted DeLorean’s

claim that Morganroth negligently failed to make diligent inquiry

into factual matters related to Morganroth’s representation.

At trial, DeLorean and Logan brought this evidence into issue

through the assertion of affirmative defenses and recoupment

4. This category related to Morganroth’s opening statement

where he described allegations regarding actions by DeLorean that

formed the basis for a later claim in bankruptcy proceedings in which

Morganroth represented DeLorean. As the Sixth Circuit noted, the

District Court issued a cautionary instruction to the jury that

Morganroth's statements were not evidence and that they would have

to decide the case on evidence actually admitted during trial.

14

defenses alleging that Morganroth performed minimal legal services

on their behalf (R.287 at 126-128) and that the positions advanced

on their behalf in the underlying matters of representation were

insupportable and made without investigation. (/d. at 150).

In order to rebut the contention that Morganroth performed

minimal legal services, Morganroth offered evidence of the nature

and complexity of the legal issues and allegations that were publicly

made throughout Morganroth’s representation such as those that

Kimmerly worked on as co-counsel with Morganroth on behalf of

DeLorean and Logan for which they still owe Kimmerly $3 million,

those that Weitzman defended against in the California and Detroit

criminal trials on behalf of DeLorean with the assistance of

Morganroth, and those that were involved in the civil actions

Morganroth took over from Weitzman.

In order to rebut the contention that certain positions advanced

were insupportable and made without any investigation,

Morganroth offered evidence that he, as well as other attorneys,

were misled by information and documents supplied by DeLorean

that later were discovered to contain misrepresentations and

revisions of history after the attorney-client relationship had been

terminated. (R.307 at 12). For this purpose, Morganroth offered

testimony of Kimmerly and Weitzman regarding “factual”

information that Morganroth, Weitzman, and Kimmerly received

from DeLorean in contrast to the true facts that later surfaced,

testimony of Thomopoulos’ regarding DeLorean’s forgery of the

GPD documents and alteration of a prenuptial agreement in contrast

to the “factual” information that DeLorean provided to Morganroth

and other co-counsel for the purpose of defending DeLorean in

various matters, and testimony of officers of Logan that DeLorean

claimed in 1993 to have legitimately canceled the Logan pension

plan in 1988 in contrast to DeLorean’s statements to Morganroth

as to the existence of the pension plan in 1992 and instructions on

how to deal with it in connection with the Logan assets sale, among

5. Although DeLorean and Logan contend that Morganroth

supposedly characterized Thomopoulos as “incredible” during the

divorce, no such characterization was made by Morganroth.

15

other evidence uncovered after the termination of the attorney-

client relationship.

As the Sixth Circuit and the District Court concluded, the

evidence regarding these six categories was properly admitted

because such evidence: (1) described the nature and details of

lawsuits in which Morganroth defended on behalf of DeLorean

thereby demonstrating and bolstering the amount and complexity

of the work; (2) demonstrated DeLorean’s failure to disclose crucial

information to Morganroth which substantially increased the

amount of work Morganroth was required to perform; (3) served

as proof of the amount billed to DeLorean; and (4) supported

Morganroth’s assertion that DeLorean impeded investigation by,

among other things, forging documents and misleading his

attorneys.

Il. THE SIXTH CIRCUIT ALSO CORRECTLY

CONCLUDED THAT NO REASON EXISTS FOR

REVIEWING THE DISTRICT COURT’S RULINGS

DENYING THE PRETRIAL MOTIONS TO DISMISS THE

RICO CLAIM BECAUSE OVERWHELMING EVIDENCE

SUPPORTED THE JURY VERDICT ON THE CLAIMS

OF FRAUD, BREACH OF CONTRACT, AND ACCOUNT

STATED.

The Sixth Circuit not only correctly found that the challenged

evidence would have been admitted regardless of the presence of

the RICO claim, but it also properly sustained the District Court’s

finding that the jury verdict was supported by overwhelming and

compelling evidence in any event.

The record does not support DeLorean’s and Logan’s bald

contention of a biased and prejudiced jury. DeLorean’s and Logan’s

position on appeal merely mimicked their contention set forth in

their motion for a new trial, but the District Court, who had the

Opportunity to observe the witnesses as well as the demeanor and

attentiveness of the jurors, rejected the position. (R.222). The

absence of any prejudice or bias was evidenced by the jury’s

16

demeanor, attentiveness, and attitude observed by all during the

course of the trial as well as the precise and analytical questions

raised by the jury during deliberations. (App. at 81a-83a; R.266 at

2-5). Had the jury been biased, then they would not have found in

favor of DeLorean and Logan on the RICO claim.

Indeed, the Sixth Circuit and the District Court concluded

that Morganroth’s fraud, breach of contract, and account stated

claims were supported by substantial and overwhelming evidence

adduced at trial. The testimony of at least 13 witnesses, including

DeLorean and officers of Logan, and the introduction of hundreds

of trial exhibits as well as stipulations of fact agreed to by the

parties overwhelmingly supported Morganroth’s claims of fraud,

breach of contract, and account stated. In contrast, DeLorean and

Logan did not present even a single fact witness to dispute the

testimony and evidence presented by Morganroth.

A. Overwhelming Evidence Supported the Jury’s Verdict

on Morganroth’s Breach of Contract Claim.

On appeal, DeLorean and Logan suggested that Morganroth

presented insufficient evidence to demonstrate: (1) the existence

of an express contract;® and (2) the amount of hours performed by

Morganroth in connection with the contract. As determined by the

Sixth Circuit, Morganroth presented overwhelming evidence to

the jury that was clearly sufficient to warrant its findings on both

of the foregoing ‘ssues.

DeLorean and Logan reiterate in their Petition that Morganroth

could not have worked enough hours to justify the jury verdict.

They make much of the fact that Morganroth threw out his time

sheets during the course of the ten year representation. But, as the

6. In the Petition, DeLorean and Logan finally unequivocally

concede that an express contract existed as pled and proved by

Morganroth at trial. Even though DeLorean and Logan stipulated

and admitted to the existence of a binding express contract with

Morganroth at trial (R.276 at 4-5; R.272 at 93-94), they took the

contrary position on appeal.

aise |

17

Sixth Circuit concluded, the testimony reveals that Morganroth

along with Jeffrey B. Morganroth (“JBM”) prepared detailed time

sheets which indicated services performed, date of performance,

amount of hours, and a running balance owing for all cases,

including Cork Gully, throughout the entire representation. (R.278

at 118; R.296 at 45-46, 160-162; R.301 at 175-176; R.303 at 69-

74). The testimony further reveals that Morganroth regularly

provided the time sheets to DeLorean at his office for review, and

only threw out the time sheets after approval by DeLorean in an

effort to prevent DeLorean’s adversaries from having any

possibility of discovering the litigation strategies and thought

processes. (R.301 at 172-184; R.302 at 139-140; 203-238). This

procedure regarding review and approval of time sheets was

confirmed by Walter Keating as well, a client of Morganroth’s

who was referred by DeLorean in 1991 on DeLorean’s advice that

Morganroth had the “best legal mind in the United States” and

Morganroth had been “the basis of solving all of [DeLorean’s]

personal problems and [DeLorean’s] business asset problems.”

(App. at 47a-56a). George Bushnell, President of the American

Bar Association and a member of the Michigan Disciplinary Board,

testified that there was nothing wrong with throwing out time

sheets, and that actually providing the time sheets to a client at the

lawyer’s office for review would be above and beyond the standard

of care. (R.258 at 11, 18-25). The testimony further demonstrates

that Morganroth not only provided DeLorean with the time sheets

for review and approval, but that Morganroth regularly discussed

the amount of outstanding fees with DeLorean, and that DeLorean

on each occasion acknowledged the amounts due and promised

that the fees owed by Logan and him would be paid in full. (R.296

at 45-46, 123, 160-162; R.301 at 165-172; R.303 at 95-98).

DeLorean and Logan could not present a single fact witness

at trial to contradict the explicit testimony regarding DeLorean’s

review and approval of detailed time sheets as well as his constant

acknowledgement of the amount of fees owed during the entire

representation. Nor could DeLorean and Logan present a single

fact witness at trial to contradict explicit testimony by Morganroth

on how he worked 80 to 100 hours per week, devoting a high

18

percentage of his time to DeLorean/Logan matters during a ten

year period. (R.277 at 6-13). The testimony of every fact witness

completely supported Morganroth’s testimony regarding the long

hours he devoted to the representation of DeLorean and Logan,

including, but not limited to: (1) testimony by Kimmerly who

acted as DeLorean’s attorney and closest confidant for 20 years

(R.287 at 158, 162-165; R.288 at 17; R.290 at 13, 16; R.250 at

65-71; R.289 at 115); (2) testimony by Schade, an attorney who

represented adversaries of DeLorean and Logan in approximately

12 of the matters handled by Morganroth (R.300 at 29-30);

(3) testimony by JBM who personally observed Morganroth’s long

work hours devoted to DeLorean/Logan matters when he served

as a law clerk during the summers and as Morganroth’s partner

after he passed the bar in the fall of 1988 and who took over the

day-to-day responsibilities of virtually all of the firm’s non-related

matters (R.301 at 119-124, 126, 142-161, 222-225; R.270 at 134-

154); (4) testimony by DeLorean himself (R.272 at 86-

87); (5) testimony by Steven Fellows, an attorney who shared

office space with Morganroth until 1991 and was called as a witness

by the defense (R.272 at 115-116; App. at 76a-78a); and

(6) testimony by Maria Reed, who worked as Morganroth’s

secretary and was called as a witness by the defense (App. at 78a-

80a). Even the Honorable George E. Woods, presiding judge over

the massive multi-district litigation, noticed the long hours devoted

by Morganroth on behalf of DeLorean and Logan:

Well, Mr. Morganroth, I would be the last person in

the world to depreciate your efforts on behalf of

your client. I can’t say that I have ever seen anybody

who’s been more assiduous in their attention or who

has worked harder on their client’s behalf than you.

As you say, you have burned the candle at both

ends running back here and there and doing every

single thing that you can. He is fortunate to have

you.

19

I am not going to engage in further repartee on this.

I meant it earlier when I said I thought you had

done a great deal of running for and on behalf of

your client. I did it to be very frank with you, because

I have seen you absolutely draining yourself right

out of the end of the faucet on this thing, doing

everything that you can on behalf of your client

and I commend you for that. (R.295 at 83-85).

In addition, further evidence supported the amount of the jury

verdict,’ including, without limitation:

* DeLorean admitted personally owing fees to Morganroth in

the amount of $2.2 million near the end of 1990 and $2.5

million in 1991 as attested to in a loan commitment prepared

and signed by DeLorean (R.277 at 41-46), a letter to the

American Arbitration Association prepared and signed by

DeLorean (Jd. at 46-47; R.272 at 93-94; App. at 96a), and

several personal financial statements of DeLorean (App. at 13a-

22a, 43a, 99a);

* Periodic bills carrying forward the unpaid amounts and

itemizing legal services performed by Morganroth on

DeLorean’s behalf were sent, the last of which was dated

December 17, 1992, which reflected an unpaid balance owed

personally by DeLorean in the amount of $3,927,905® (R.277

at 50, 86-90, 96-99, 108-109, 113, 134);

7. The verdict is entitled to considerable deference. Adkins v.

GAF Corp., 923 F.2d 1225, 1232 (6th Cir. 1991). Unless the Appellate

Court is “certain indeed that the award was contrary to all reason,”

then the award must be sustained. Cathey v. John Manville Sales

Corp., 776 F.2d 1565, 1572 (6th Cir. 1985).

-

8. DeLorean misrepresents in the Petition that Morganroth

could not substantiate the expenses charged in the billings and that

Morganroth erroneously overcharged DeLorean by including

$11,000 in sanctions, among other things. DeLorean’s contention

not only is false, but the record reveals that DeLorean and Logan

(Cont’d)

20

¢ Logan admitted that it owed fees to Morganroth in the amount

of $1,408,648.26 in its certified financial statements dated 1991-

1993, and officers of Logan acknowledged that DeLorean swore

under oath to such debt on an annual basis (R.292 at 150, 153,

173, 217-220, 224-225; R.272 at 93-94).

B. Overwhelming Evidence Supports the Jury Verdict on

Morganroth’s Fraud Claim.

DeLorean and Logan have not challenged on appeal any aspect

of Morganroth’s pleading or proof regarding the fraud claim, except

they contend that the evidence somehow was insufficient to establish

that Morganroth reasonably relied upon the fraudulent

misrepresentations made to him which induced him to perform

the extensive legal services. At trial, Morganroth presented

overwhelming evidence that he performed legal services and

incurred expenses for and on behalf of DeLorean and Logan which

continued in reliance upon repeated representations,

acknowledgments, assurances, and sworn statements made by

DeLorean and Logan over a ten year time period.

DeLorean and Logan, however, have suggested that

Morganroth could not reasonably rely upon such representations

because he served as DeLorean’s attorney in fee disputes with

attorneys William Garratt (“Garratt”) and William Simon

(“Simon”), other attorneys such as Kimmerly and Weitzman had

not been paid, and allegations of fraud were leveled against

DeLorean in litigation by others. DeLorean’s and Logan’s position

not only was rejected by the jury after hearing all the evidence, but

the District Court and the Sixth Circuit correctly rejected the position

as well.

DeLorean’s and Logan’s contention that the evidence does

not support Morganroth’s reasonable reliance upon the fraudulent

(Cont'd)

were in fact undercharged as: (1) Morganroth did not charge for some

of the services performed; and (2) Morganroth retroactively reduced

his hourly rate based upon volume of work and promise of immediate

payment.

21

misrepresentations made to him over a ten year period utterly misses

the mark because they stipulated to such reliance. DeLorean and

Logan stipulated that:

(i) DeLorean and Logan at all times were aware

that Morganroth and his firm intended to be

compensated for services rendered to DeLorean and

Logan;

(ii) DeLorean and Logan at all times were aware

that Morganroth and his firm intended to be

reimbursed for expenses they incurred on DeLorean’s

and Logan’s behalf; and

(iii) When Morganroth and his firm rendered legal

services to DeLorean and Logan and paid expenses

on their behalf, Morganroth and his firm did so with

the expectation of being compensated.

(App. at 92a). In fact, DeLorean even admitted that Morganroth

kept working because Morganroth “figured I was going to pay”

(App. at 66a-68a), and that his statements to Morganroth may

have led Morganroth to believe full payment was forthcoming.

(App. at 64a, 68a-73a; R.272 at 48-49).

Such admissions as well as Morganroth’s testimony as to his

reliance (R.270 at 115) were further corroborated by DeLorean’s

conduct of praising Morganroth’s performance, referring clients to

Morganroth, and making what appeared to be good faith payments

on account throughout the entire representation. (R.294 at 120-

123; R.295 at 205; R.271 at 135; R.289 at 16; App. at 47a-51a;

R.264 at 237-240). Indeed, the record is replete with evidence that

Morganroth provided services and incurred expenses on behalf of

DeLorean and Logan in reliance upon the false representations,

acknowledgments, assurances, and sworn statements.

Notwithstanding these repeated representations, acknowledgments,

and assurances, Morganroth learned during discovery in the instant

action that at the time DeLorean and Logan made such

22

representations: (1) DeLorean had been receiving and had access

to large sums of cash although he had continuously claimed to

lack access to any funds (App. C; R.292 at 95-98); and (2) DeLorean

and Logan had secretly retained attorney Freidberg to bring a sham

malpractice case against Morganroth in order to “handle” him and

avoid paying the large balance owed, while continuing to induce

Morganroth to provide legal services on their behalf for a period

of 2 1/2 years thereafter since they wanted Morganroth to continue

to provide legal services but knew he would not do so if aware of

their true intent.

Moreover, any awareness by Morganroth that other attorneys

had not been paid by DeLorean has no bearing because Morganroth

was led to believe by DeLorean that attorneys had not been paid

as a result of bail requirements and restraining orders that left no

liquid assets available — the same reason given to Morganroth for

the outstanding fees owed to him. (R.256 at 38, 48-49; App. at

67a-68a). The same holds true for DeLorean’s non-payment of

Kimmerly — even Kimmerly himself believed he would be paid.

(R.287 at 166-169). In addition, Weitzman’s testimony confirms

Morganroth’s reliance upon the fraudulent misrepresentations as

Weitzman testified that Morganroth, like Weitzman, believed that

DeLorean would never stiff him. (R.289 at 158-159).

Reference to Morganroth’s representation of DeLorean in fee

disputes with Garratt and Simon further misses the mark. The

Garratt fee dispute was arbitrated, and Garratt’s request for

$600,000 was reduced to $125,000 award by virtue of PeLorean’s

affirmative defenses.’ (R.270 at 168). Meanwhile, Morganroth

learned during discovery in the instant action that DeLorean’s

position in the Simon fee dispute was premised upon DeLorean’s

fabricated version of events. (R.106, Ex.29 at 266, 269-271, 443-

444). DeLorean even contended that he had not paid Simon

9. DeLorean incorrectly suggests that Morganroth’s RICO

claim alleges a scheme to defraud attorney Garratt. On the contrary,

Morganroth did not allege that DeLorean or Logan engaged in any

RICO scheme against attorney Garratt.

23

because he lacked access to funds, but discovery in the instant

action proved otherwise. (R.281 at 137-148).

~ Finally, DeLorean’s and Logan’s contention that Morganroth

should not have relied upon their repeated representations and

acknowledgements over a ten year period because allegations ‘of

fraud had been leveled against DeLorean is devoid of merit as

well. DeLorean’s and Logan’s position is ironic in light of their

constant assurances to Morganroth during his representation that

they had not engaged in the wrongdoing alleged. During the trial,

however, Morganroth presented substantial evidence that he, as

well as other attorneys, were misled by information and documents

supplied by DeLorean that later were discovered to contain

misrepresentations and revisions of history after the attorney-client

relationship had been terminated. (R.307 at 12). Leave it to

DeLorean to suggest that Morganroth could not rely upon the

repeated representations of his client, but somehow should

reasonably rely upon negative allegations made by the client’s

adversary during contentious litigation.

C. Overwhelming Evidence Supports the Jury Verdict on

Morganroth’s Account Stated Claim.

As the District Court and Sixth Circuit determined,

Morganroth’s account stated claim was supported by overwhelming

evidence as well.

The testimony of Morganroth and JBM revealed that

throughout the ten year representation, DeLorean regularly reviewed

and approved time sheets which indicated the services performed

on behalf of DeLorean and Logan, the date of performance, the

amount of hours devoted, and a running balance of legal fees

owed. (R.278 at 118; R.296 at 45-46; R.301 at 172-184; R.303 at

69-74). On each occasion, DeLorean agreed to the balance owing

and promised full payment by both debtors. (/d.) In addition, the

testimony of Morganroth and JBM also revealed that the

outstanding balance for legal fees owed to Morganroth by

DeLorean and Logan was regularly discussed with DeLorean, and

24

on each occasion DeLorean acknowledged the amount due and

promised full payment. (/d.) The testimony further showed that

after DeLorean and Logan received periodic billings, DeLorean

ackncwledged the amounts due and promised full payment through

February 2, 1993. (R.277 at 65-78, 86-90, 96-99, 103, 106, 108-

109, 113, 134).

Ill. EVEN IF IT WERE SOMEHOW NECESSARY TO

REVIEW THE DISTRICT COURT’S DENIAL OF THE

PRETRIAL RICO MOTIONS, THE DISTRICT COURT

DID NOT ABUSE ITS DISCRETION IN DENYING SUCH

MOTIONS IN ANY EVENT.

A. The Supposed Deficiencies Regarding the RICO Claim

Raised on Appeal to the Sixth Circuit Missed the Mark.

In their appeal to the Sixth Circuit, DeLorean and Logan argued

that the District Court abused its discretion in denying their pretrial

motions to dismiss the RICO claim because: (1) Morganroth failed

to provide any legal or factual support other than to simply argue

that the RICO claim was based on previous RICO claims upheld

by other judges; and (2) the only act that could have injured

Morganroth was DeLorean’s non-payment of fees and expenses

which would not constitute racketeering activity under RICO.

Although both contentions were erroneous, DeLorean and Logan

have reiterated them in the Petition.

1. Morganroth provided sufficient legal and factual support

to withstand the pretrial motions to dismiss.

A review of the briefs and exhibits submitted by Morganroth

to the District Court in opposition to the motions completely refutes

DeLorean’s and Logan’s position that Morganroth simply argued

that the RICO claim was based on previous RICO claims upheld

by other judges. In opposition to the Rule 12(b)(6) motion,

Morganroth submitted a brief devoting in excess of 23 pages to

RICO and citing in excess of 37 cases and legal authorities. (App.

K). In opposition to the summary judgment motion, Morganroth

ee

25

submitted a 66-page brief, citing 75 cases and legal authorities and

referring to 57 accompanying exhibits consisting of deposition

testimony, affidavits, and documentary evidence.'° (App. L; R.106).

The District Court did not deny the motions on the basis of argument

that prior judges upheld RICO claims against DeLorean and Logan,

but by exercising its sound discretion after reviewing voluminous

case law and legal authority cited, as well as the testimony of

numerous witnesses, documentary evidence, and stipulations of

fact made by the parties, under the applicable standards of review

which were_clearly set forth in Morganroth’s briefs. (App. K-L).

Morganroth’s briefs addressed each challenge to the RICO

claim and demonstrated that: (1) the predicate acts alleged were

related and amounted to or posed a threat of continued

activities; (2) a RICO enterprise was well pled and supported by

more than sufficient evidence to establish a genuine issue of material

fact; (3) violations of 18 U.S.C. § 1962(a) were well pled and

supported by more than sufficient evidence to establish a genuine

issue of material fact; (4) violations of 18 U.S.C. § 1962(b) were

well pled and supported by more than sufficient evidence to

establish a genuine issue of material fact; (5) violations of 18 U.S.C.

§ 1962(c) were well pled and supported by more than sufficient

evidence to establish a genuine issue of material fact; (6) violations

of 18 U.S.C. § 1962(d) were weil pled and supported by more

than sufficient evidence to establish a genuine issue of material

fact; and (7) injury to Morganroth’s business or property by reason

of violations of 18 U.S.C. § 1962 was well pled and supported by

more than sufficient evidence.

10. DeLorean and Logan also filed a pretrial motion for a

separate trial of the RICO claim, and a Rule 50(a) motion for directed

verdict as to the RICO claim and quasi contract claims only. In

opposition to these motions regarding the RICO claim, Morganrotr

filed lengthy briefs citing numerous cases and legal authorities and

referring to substantial testimony, exhibits, and stipulations of fact

made by the parties. (App. M-N).

26

2. Requisite racketeering activity was well pled and supported

by sufficient evidence to withstand motions to dismiss and/or

summary judgment.

The one line devoted to this contention in DeLorean’s and

Logan’s appeal to the Sixth Circuit appeared to be premised upon

the assertion that non-payment of money cannot constitute

racketeering activity. DeLorean reiterates this same assertion in the

Petition.

The RICO statute defines racketeering activity as the

commission of any act delineated in 18 U.S.C. § 1961(1). As

pointed out in Morganroth’s appellate brief to the Sixth Circuit,

the RICO claim was not based upon the non-payment of money,

but rather, the commission of five different types of predicate

racketeering acts set forth in 18 U.S.C. § 1961(1): (1) violation of

18 U.S.C. § 1341; (2) violation of 18 U.S.C. § 1343; (3) violation

of 18 U.S.C. § 1952; (4) violation of 18 U.S.C. § 1956; and (5)

violation of 18 U.S.C. § 1957. (R.1 at 26-33).

The Sixth Circuit has ruled that the commission of at least

two predicate acts occurring within ten years of each other in

furtherance of even a single fraudulent scheme is sufficient to satisfy

the pattern of racketeering activity element. Newmyer v. Phitaletic

Leasing, Ltd., 888 F.2d 385, 396-397 (6th Cir. 1989). Accord,

Dana Corp. v. Blue Cross Blue Shield Mut., 900 F.2d 882, 886-

887 (6th Cir. 1990). Morganroth not only alleged the commission

of such racketeering acts with respect to the Morganroth Scheme,

but more than sufficient evidence was adduced during discovery

and at trial to withstand a challenge to the factual sufficiency of the

“racketeering activity” allegation based upon the Morganroth

Scheme alone. (App. at 139a-141a, 223a-229a; R.106; R.1).

Nevertheless, DeLorean and Logan attempt to cloud the issues

by arguing that Morganroth lacked standing to bring the RICO

claim because he alleged the commission of multiple schemes that

purportedly were unrelated and did not cause injury to Morganroth.

DeLorean’s and Logan’s position founders on two separate grounds.

27

First, Morganroth did not allege the commission of the multiple

schemes for the purpose of seeking damages therefor as DeLorean

and Logan disingenuously suggest,'' but such schemes were

alleged for the purpose of delineating an ongoing association in

fact enterprise having a common purpose, continuity of structure

and personnel, and pattern of roles necessary to carry out the

racketeering activity over an extended period of time.

Second, the multiple schemes alleged by Morganroth were

interrelated; they were not haphazard events strung together by

Morganroth as DeLorean and Logan incorrectly contend.

Morganroth alleged that key participants in the development,

manufacture, and distribution of the DeLorean sports car secretly

came together to form a criminal network and used their positions

and relationships to commit illicit activities for the purpose of

illegally obtaining money and property. Ultimately, the car

company failed because the criminal network-illegally and

fraudulently diverted funds to line its own pocket that were

necessary for the operation of the car company. When the members

of the criminal network could no longer forestall allegations of

wrongdoing, they hired attorneys to defend their conduct. The

attorneys thought they were defending the legitimate business

operations of the failed car company based upon facts and

documents provided to them. In reality, the criminal network

attempted to further their overall scheme so that the members of

the criminal network could defend against the allegations of

wrongdoing while protecting and keeping their ill-gotten gains

intact by fraudulently inducing the attorneys to perform legal

services in reliance upon false promises of payment and false

information. It is within this context that Morganroth alleges that

the multiple schemes were committed by the criminal network.

Morganroth was one of the attorneys that the criminal network

deceived along with Weitzman, Kimmerly, and others.

11. Morganroth alleged that injury to his business and property

was proximately caused solely by reason of the violations of the

RICO statute that were directed against him in connection with the

Morganroth Scheme only.

28

B. No Compelling Reasons Exist For Granting Review.

In a last ditch effort to create a reason for this Honorable Court

to grant the Petition, DeLorean and Logan disingenuously contend

that further guidance regarding an issue of RICO standing is

needed. They contend that this case somehow involves a purported

conflict in the circuits regarding the application of the RICO

standing rules enunciated in Holmes v. Securities Investor Protection

Corp., 503 U.S. 258 (1992) because some circuits have

distinguished between corporate shareholders and corporate

creditors.

DeLorean’s and Logan’s position utterly misses the mark

because this case in no way involved any purported issue regarding

the application of the RICO standing rules enunciated in Holmes

to different classes of plaintiffs nor was any such issue even raised

by DeLorean and Logan with the District Court or the Sixth Circuit.

Indeed, the Sixth Circuit could not have reached this issue even if

the issue had been raised at the District Court level because it

determined that review of the District Court’s rulings regarding

the RICO claim was unnecessary. Consequently, the Sixth Circuit’s

decision in this case did not and could not have conflicted with

any decision of another Circuit Court or state court of last resort

regarding the application of Holmes.

Moreover, DeLorean’s and Logan’s assertion that Morganroth

should not have been entitled to pursue a RICO claim because he

once represented DeLorean and Logan and purportedly was in

pari delicto with them equally misses the mark as well. DeLorean

and Logan are unable to cite any portion of the RICO statute or

any law that prohibits a lawyer from pursuing a RICO claim against

another for violations of the RICO statute that were perpetrated

directly against the lawyer. Likewise, DeLorean and Logan are

unable to cite any statute or law that prohibits a lawyer from

pursuing claims against his former client merely because the lawyer

once represented the client. In this case, DeLorean and Logan not

only committed wrongs directly against Morganroth, but they filed

malpractice claims and counterclaims against Morganroth and

29

asserted affirmative defenses and recoupment defenses that

challenged virtually every aspect of Morganroth’s representation.

As the jury determined after hearing all of the evidence, Morganroth

was not in pari delicto with DeLorean — Morganroth was a victim

of fraud perpetrated by DeLorean and Logan directly against him.

Indeed, the record reveals that Morganroth not only discovered

after the termination of his representation that DeLorean and Logan

had defrauded him out of substantial legal fees and expenses, but

that DeLorean’s assurances that he had not engaged in any

wrongdoing were based upon misrepresentations, revisions of

history, and perhaps fabricated documents.

CONCLUSION

For all of the foregoing reasons, Respondent, Morganroth,

respectfully requests this Honorable Court to deny the Petition.

Respectfully submitted,

MAYER MORGANROTH

Counsel of Record

MORGANROTH & MORGANROTH

Attorneys for Respondents

3000 Town Center

Suite 1500

Southfield, Michigan 48075

(248) 355-3084

APPENDIX

la

APPENDIX A — TRANSCRIPT OF JURY VERDICT

DATED JANUARY 4, 1995

UNITED STATES DISTRICT COURT

FOR THE EASTERN DISTRICT OF MICHIGAN

SOUTHERN DIVISION

Case No. 93 CV 70848 DT

Detroit, Michigan

Wednesday, January 4, 1995

MORGANROTH & MORGANROTH, a Michigan general

partnership, and MAYER MORGANROTH,

Plaintiffs,

-VS-

JOHN Z. DELOREAN and ECCLESIASTES 9:10-11-12,

INC., a Delaware corporation (formerly known as Logan

Manufacturing), a Delaware corporation, jointly and severally,

Defendants.

JURY VERDICT

TRANSCRIPT OF TRIAL

BEFORE THE HONORABLE ANNA DIGGS TAYLOR

UNITED STATES DISTRICT COURT JUDGE, and a jury.

* * *

2a

Appendix A

[2] Detroit, Michigan

Weanesday, January 4, 1995

10:35 a.m.

THE COURT: We received a note that says, “We have

reached a verdict, the jury.”

Are the parties prepared to receive the verdict?

MR. FLESHMAN: Yes, Your Honor.

MR. MORGANROTH: Yes, Your Honor.

MS. NADLER: Yes, Your Honor.

THE COURT: All right. Bring in the jury.

(Jury enters the courtroom at 10:35 a.m.)

THE COURT: Court is in session. Be seated.

The Court is in receipt of a note that says, “We have reached

a verdict,” signed “The jury.”

Will the foreman please rise.

Do you have a unanimous verdict on all the issues before

you?

JUROR GACH: Yes, we do.

3a

Appendix A

THE COURT: All right. Give it to the clerk, please. (Juror

gives verdict form to clerk.)

THE COURT: You can sit down. I’m going to have him

read it to us.

All right. Please read the verdict.

CLERK FRANKEL: The verdict form reads:

[3] We, the jury, answer the questions submitted as follows:

“Plaintiffs’ RICO Claims.

“1. Do you find that any Defendant violated RICO Section

1962(a)? 2

“A. Defendant, John Z. DeLorean. Answer: No.

“B. Defendant, Ecclesiastes (formerly known as Logan

Manufacturing Company). Answer: No.

“2. Do you find that any Defendant violated RICO, Section

1962(b)?

“A. Defendant, John DeLorean. Answer: No.

“B. Defendant, Ecclesiastes. Answer: No.

“3. Do you find that any Defendant violated RICO Section

1962(c)?

4a

Appendix A

“A. Defendant, John DeLorean. Answer: No.

“B. Defendant, Ecclesiastes. Answer: No.

“4. Do you find that any Defendant violated RICO Section

1962(d)?

“A. Defendant, John DeLorean. Answer: No.

“B. Defendant, Ecclesiastes. Answer: No.

“Plaintiffs’ Fraud Claims.

“5. Do you find that any Defendant committed fraud or

intentional misrepresentation?”

As to “John DeLorean. Answer: Yes.”

As to “Ecclesiastes. Answer: Yes.”

[4] “Plaintiffs’ Breach of Express Contract.

“6. Do you find that any Defendant breached an express

contract with Plaintiffs?”

As to “Jonn DeLorean. Answer: Yes.”

As to “Ecclesiastes. Answer: Yes.”

“Plaintiffs’ Breach of Implied Contract Claims.

“7. Do you find that any Defendant breached an implied

contract with Plaintiffs?”

This is left blank.

Sa

Appendix A

MS. NADLER: That’s correct.

THE COURT: That’s right.

CLERK FRANKEL: “Plaintiffs’ Account Stated Claims.

“8. Do you find that any Defendant is liable to Plaintiffs

by virtue of an account stated?”

As to “Defendant John DeLorean. Answer: Yes.”

As to “Defendant Ecclesiastes. Answer: Yes.”

“Plaintiffs’ Quantum Meruit Claims

“9. Do you find that any Defendant is liable to Plaintiffs

by virtue of a quantum meruit?”

As to John DeLorean, this is left blank.

And as to Ecclesiastes, this is left blank.

“Plaintiffs’ Unjust Enrichment Claim.

“10. Do you find that any Defendant is liable to Plaintiffs

because they were unjustly enriched?”

As to John Z. DeLorean, this is left blank.

[5] And as to Defendant Ecclesiastes, this is also left blank.

“11. What is the grand total of fees and expenses, if any,

to which you find (without any deductions) that Plaintiffs are

entitled?

6a

Appendix A

“A. To Plaintiffs against Defendant, John Z.

DeLorean.” The answer is “$3,427,905.00.”

“B. To Plaintiffs against Defendant, Ecclesiastes.”

Answer: “$1,311,989.00.”

“C. Do you find that Defendant, John Z. DeLorean,

is also responsible to Plaintiffs for the amount you awarded

against Ecclesiastes in subpart B above?” Answer to C is “Yes.”

“12. From that amount, what amount, if any, do you find

should be deducted because of Defendants’ defenses?

“Answer: Zero dollars and zero cents.

“13. What is the total amount that you award Plaintiff for

loss of business and income up to present time other than

specified in your answer to Question 11?”

Answer for part A: “To Plaintiffs against Defendant,

John Z. DeLorean, $600,000.00.”

And then part B: “To Plaintiffs against, Defendant

Ecclesiastes, Zero dollars and zero cents.

“14. If you find that Plaintiffs will sustain loss of business

and income in the future, give the total amount of [6] damages

that you award Plaintiffs for each of the following years in

which Plaintiffs will sustain damages.”

Answer:

Part A: “To Plaintiffs against Defendant, John Z.

DeLorean:”

Ta

Appendix A

1995, the answer is zero.

1996, the answer is zero.

1997, the answer is zero.

1998, the answer is zero.

1999, the answer is zero.

2000, the answer is zero.

2001, the answer is zero.

2002, the answer is zero.

And 2003, the answer is zero.

Part B: “To Plaintiffs against Defendant,

Ecclesiastes:”

1995, zero.

1996, zero.

1997, zero.

1998 is zero.

1999 is zero.

2000 is zero.

8a

Appendix A

2001 is zero.

2002 is zero.

And 2003 is also zero.

[7] “15. What is the total amount that you award to

Plaintiffs for punitive damages?

“A. To Plaintiffs against Defendant, John Z.

DeLorean.” The answer is “$5 million.”

“B. To Plaintiffs against Defendant, Ecclesiastes.”

The answer is “zero.”

And the verdict form is signed by the foreperson.

THE COURT: Please poll the jury. Is there a request for a

poll?

MR. FLESHMAN: Yes, there is, Your Honor.

THE COURT: Please poll the jury.

CLERK FRANKEL: Cynthia Ann Johnson, was that and

is that still your verdict, as stated in the record?

JUROR JOHNSON: Yes.

CLERK FRANKEL: Danny Raye Hawes, was that and is

that still your verdict, as stated in the record?

9a

Appendix A

JUROR HAWKS: Yes.

CLERK FRANKEL: Denise Michelle O’ Rourke, was that

and is that still your verdict, as stated in the record?

JUROR O’ROURKE: Yes.

CLERK FRANKEL: Janet Carol Driscoll, was that and is

that still your verdict, as stated in the record?

JUROR DRISCOLL: Yes.

CLERK FRANKEL: Susan Marie Perry-Nolte, was that

and is that still your verdict, as stated in the record?

[8] JUROR PERRY-NOLTE: Yes.

CLERK FRANKEL: Mariette L. Maleszyk, was that and

is that still your verdict, as stated in the record?

JUROR MALESZYK: Yes.

CLERK FRANKEL: Linda Pear! Flowers, was that and is

that still your verdict, as stated in the record?

JUROR FLOWERS: Yes.

CLERK FRANKEL: And Steven J. Gach, was that and is

that still your verdict, as stated in the record?

JUROR GACH: Yes.

THE COURT: Thank you very, very much. You all worked

10a

Appendix A

very hard and paid close attention to all the evidence and the

instructions. Thank you very much.

At this time, you are discharged and dismissed.

Step into your room before you leave in case something is

on somebody’s mind. But you are discharged and dismissed,

and tell Jeanne Burgess downstairs.

JURORS: Thank you.

THE COURT: Thank you so much.

(Jury leaves the courtroom at 10:42 a.m.)

THE COURT: Does anyone have anything that must be

resolved before we discharge the jury?

(Applause heard coming from the jury room.)

MR. MORGANROTH: I think they had something to say.

MR. FLESHMAN: Your Honor, may I inquire as to what

[9] the local customs, practices or rules are about contact of the

jury after they are discharged?

THE COURT: Oh, I think you are each free to talk with

them.

Is that all?

MR. FLESHMAN: That’s all.

lla

Appendix A

THE COURT: All right. And you are free to look at the

verdict form.

But maybe you should, you know, thank them or whatever

before they leave, because I’m going and tell them they can go

right now.

So let them see the verdict form before you send it

downstairs. Staple it together and send it downstairs to file.

(Proceedings adjourned at 10:45 a.m.)

STATE OF MICHIGAN

Ss.

COUNTY OF WAYNE

I, Denise A. Mosby, certify that the foregoing is a correct

transcript from the record of proceedings in the above-entitled

matter.

s/ Denise A. Mosby

DENISE A. MOSBY, CSR-RPR

Official Court Reporter

Dated: January 12, 1995

12a

APPENDIX B — TRANSCRIPT OF TRIAL

PROCEEDINGS DATED SEPTEMBER 22, 1994

IN THE DISTRICT COURT OF THE UNITED STATES

FOR THE EASTERN DISTRICT OF MICHIGAN

SOUTHERN DIVISION

Docket No.

93-CV-70848 DT

Detroit, MI

9-22-94

9:00 a.m.

MORGANROTH & MORGANROTH, a Michigan general

partnership, and MAYER MORGANROTH,

Plaintiffs,

-VS-

JOHN Z. DE LOREAN and ECCLESIASTES 9:10-11-12,

INC., a Delaware corporation, (formerly known as Logan

Manufacturing), a Delaware corporation, jointly and severally,

Defendants.

TRANSCRIPT OF TRIAL

BEFORE THE HONORABLE ANNA DIGGS TAYLOR

UNITED STATES DISTRICT JUDGE, and a jury

* * *

13a

Appendix B

[116] Q. Your name, sir?

A. Frank Shaler.

Q. And, sir, are you the accountant for John DeLorean?

A. I’ve just prepared tax returns.

Q. So you do work for John DeLorean? You do tax returns

for him?

A. Yes.

(118) * * *

Q. Now, sir, during the course of the years, did you prepare

certain financial statements for John DeLorean?

A. Yes.

[121] Q. Okay. Let me take that from you for the time

being. Let me show you Exhibit 155 and ask you whether or

not the first page of that particular exhibit is a letter from you?

A. Yes, it is.

Q. And the second page, what is that?

A. It’s a draft of a financial statement.

14a

Appendix B

Q. Now, dated January 18th, 1993, did this come from

your records, sir?

A. Looks like my writing on it, yeah.

MR. M. MORGANROTH: I would offer Exhibit 155 into

evidence, Your Honor.

MR. FREIDBERG: No objection.

THE COURT: Received.

Q. (BY MR. MORGANROTH): Now, sir, it reads Januar,

18th, 1993, do you see that, sir?

A. Yes.

Q. Says, “I have prepared your personal financial statement

as of January 15, 1993 from the data you sent to me and it is

enclosed.” Addressed to Dear John, is that correct?

A. That’s right. Correct.

Q. Now you see on the bottom it says, “Frank, [122] this

sounds too much like a disclaimer. Would you mind rewording

it something like this? Says the same thing but more softly.

Dear J., In accordance with your instructions I prepared your

personal financial statements as of January 15, 1993.”

Who put that on this particular letter?

A. I believe Mr. DeLorean did.

15a

Appendix B

Q. Did he tell you why he wanted you to change your sort

of like disclaimer regarding his financial return? Pardon me,

his financial statements.

A. No.

Q. On the next page there’s a listing of assets.

A. Yes.

Q. And he shows bank accounts of a million five hundred

thousand?

A. Yes.

Q. By the way, whose handwriting is this?

A. That’s my handwriting.

Q. Where did you get the information from to put these

things down?

[123] A. Might have been a telephone call or fax. I don’t

recall.

Q. Well, who would have told you? Who would have given

you these facts?

A. Mr. DeLorean.

Q. Next item is, “notes receivable from the sale of Logan

Manufacturing Company, two million eight hundred fifty

thousand dollars.” Who gave you that information?

l6a

Appendix B

A. I believe Mr. DeLorean.

Q. The next is “preferred stock from sale of Logan

Manufacturing, four million five hundred thousand dollars,”

who gave you that fact?

A. Mr. DeLorean.

Q. Next is “real estate, land and buildings at Logan, Utah,”

with other explanations about it, “two million five hundred

thousand dollars,” who gave you that figure and that statement?

A. Mr. DeLorean.

(126) * * *

Q. What is Number 2 item? I can’t quite read that. Can

you read what you put down there?

A. “Can’t balance rental properties paid in —”

I can’t read the rest of it. Looks like “different

amounts of rent.”

Q. Tell me, sir, this Paragraph 5, says “legal fees payable.”

Now, were you asking a question of John DeLorean what legal

fees he owed?

A. Yes.

Q. Why were you asking him that in 1993?

17a

Appendix B

A. Well, I was trying to prepare a financial statement for

him.

Q. In the past Mr. DeLorean carried on his financial

statement owing appreciable amount of legal fees, didn’t he?

A. I don’t recall. If you showed me one, I could maybe.

Q. Okay. I won’t put it in yet, but let me show you Exhibit

136 and ask if he shows — if that refreshes your memory he

showed he owed two million five in legal fees in 1991?

A. It does.

Q. Didn’t you ask him what happened to all the [127]

legal fees, to all these legal fees, did you pay them? Didn’t you

ask him that?

A. No.

Q. Well, you asked him about the legal fees, didn’t you?

Weren’t you asking him what happened to those legal fees?

A. I was asking whether he owed any at the present time.

Q. And he told you how much that he owed in legal fees

in 1993 to any lawyer in the world?

A. From the notes there, apparently said zero.

Q. Um-hmm. Tell me, had you ever had any discussions

— strike that.

18a

Appendix B

You’ve had discussions with Mr. DeLorean that he owed

Thomas Kimmerly a lot of money, didn’t you?

A. I don’t believe so.

Q. Never had discussions where Mr. DeLorean told you

he owed Thomas Kimmerly legal fees?

A. No.

Q. Now, sir, let me show you the exhibit I just showed

you which is 136 and ask you whether or not you prepared

that financial statement for Mr. DeLorean?

[128] A. Well, there’s really two statements here. There’s a

typed one.

Q. Um-hmm.

A. Which apparently was a copy of one I provided to him,

and then I was changing it to try to prepare a later financial

statement.

Q. Are you saying that there’s one statement but writings

over that statement?

A. Yes.

Q. Just one statement but then lined through, then amended

somehow? Is that what you’re saying, sir? You see where it

says December 31, 1990 at the top?

A. Yes.

19a

Appendix B

Q. And you see where it’s changed to December 1991?

A. Yes.

Q. Now, sir —

MR. M. MORGANROTH: I’ll offer Exhibit 136 into

evidence, Your Honor.

MR. FREIDBERG: No objection.

THE COURT: Received.

* * *

iMmij* ° *

Q. Let me show you Exhibit 156 and ask you if that’s a

December 31, 1990 financial statement of John DeLorean?

A. Yes, it is.

Q. Did you prepare it?

A. Yes.

Q. Do you see where it says legal fees payable to

$2,500,000?

A. Yes, um-hmm.

20a

Appendix B

[142])* * *

Q. (BY MR. MORGANROTH): Now, was it the procedure

that Mr. DeLorean would send to you the previous financial

statement that [143] you had prepared for him and sent it back

with notes on it changing the figures as he saw — understood

it to be changed and sent it to you and then you typed out the

new financial statement with the new figures in it?

A. No. That’s not the way I recall, no.

Q. Well, how was it done then?

A. Well, he might send me a note saying that different —

there’s different amounts for different categories at this time.

We might do it by telephone. Some cases he might have crossed

out some figures on a prior statement and put in new figures.

Q. Either way, those figures came from him, is that correct?

A. That’s right.

Q. Let me show you Exhibit 141 and ask you whether

that comes from your records.

A. Yes. I believe it does, um-hmm.

Q. And it’s regarding John DeLorean again, is it not?

A. Yes.

MR. M. MORGANROTH: I’d offer Exhibit 141 into

evidence, Your Honor.

2la

Appendix B

[144] THE COURT: Any objection to 141?

MR. FREIDBERG: Can’t seem to find my copy.

Could I ask you what the Exhibit was?

THE COURT: Show counsel.

MR. M. MORGANROTH: It was Exhibit Number 11 in

Frank Shaler’s deposition if that’s what you’re looking for.

MR. FREIDBERG: That’s fine. I have no objection.

THE COURT: Received.

Q. (BY MR. MORGANROTH): Mr. Shaler, would you

read the paragraph at the top of this statement?

A. “Frank Shaler, please do new financial statement as of

January 15th, 1993. We may be doing development deal on

farm which would raise the value considerably. I think I am

going to sell.” I can’t make out the next word.

Q. Can you read the word patents?

A. Yes. “Sell some patents” maybe.

* * *

[163] * * *

22a

Appendix B

Q. Let me show you Exhibit 59 — pardon me, 159, and

ask you whether or not that’s a final of a financial statement for

January 15, 1993 for John Z. DeLorean?

A. I believe it is.

Q. And did you prepare that, sir?

A. It looks like it, yes.

MR. M. MORGANROTH: I would offer Exhibit 159 into

evidence, Your Honor.

MR. FREIDBERG: No objection, Your Honor.

THE COURT: Received.

Q. (BY MR. MORGANROTH): Mr. Shaler, not to go

through the same figures again, for identification purposes, this

is the final of the one that had the work sheet for January 15,

1993 that shows the $51,000,000 net worth, is that correct?

[164] A. This one shows a 51,000,000 net worth, yes.

Q. And this is the final of the one that you identified before

as a work sheet that had $51,000,000 net note worth, is that

correct?

A. Well, let me see the work sheet. This one?

Q. Is that correct, sir?

A. Yes, that’s correct.

23a

Appendix B

Q. And that’s the one that no longer has the $2,500,000

owed to attorney fees on it — for attorney fees on it, is that

correct?

A. It has no liabilities for attorney fees.

Q. Now, sir, let me show you Exhibit 144 and ask you if

that’s a final — excuse me, if that is a financial statement of

November 30, 1990 —

A. Yes, it is.

Q. — that you prepared?

A. Yes.

(187]* * *

Q. And then you have below it, January 15, 1993, is that

what it says?

A. Yes.

Q. And you cross out November 30, 1990, is that correct,

sir?

A. Yes. I was just taking an old copy of the 1990 letter

and making one up for the secretary for 1993.

Q. You see where it says below, “I have prepared your

personal financial statement as of January 15, 1993 from the

data you sent to me and it is enclosed?” Do you see that, sir?

Nhe Ds

oe

24a

Appendix B

A. Yes.

Q. Let me show you Exhibit — let me show you Exhibit

170 and ask you whether or not those are notes that you took

regarding John Z. DeLorean?

A. Looks like I made up some questions before I prepared

the financial statement as of January 15th, 1993 and called Mr.

DeLorean and asked him the questions.

Q. What’s the exhibit number on that, sir?

A. 170.

[188] MR. M. MORGANROTH: Court please, I would

offer Exhibit 170 into evidence.

MR. FREIDBERG: No objection.

THE COURT: Received.

Q. (BY MR. MORGANROTH): Now, at the top left it

says “call J.Z.D.,” something to that effect, is that correct?

Yes.

January 15, 1993?

Yes.

You asked him these questions six of them?

> 0 > © >

Apparently.

25a

Appendix B

Q. Says J.Z.D. questions?

A. Yes. Sometimes I don’t ask him all I write down

originally.

Q. You don’t write down everything you ask him, is that

right?

A. Sometimes by the time I get to the telephone — this

was written on the 8th of January and I didn’t call him until the

15th. Some of them — I don’t see an answer after the first one,

for instance, so maybe it didn’t appear pertinent by the 15th.

Q. Number | is the purchase of Logan — pardon [189]

me, purchaser of Logan retaining its name, do you see that

question?

A. Yes.

Q. So you knew Logan Manufacturing was closing, sale

was being closed, Logan Manufacturing’s assets in January of

1993, is that correct?

A. Yes.

Q. Tell me, didn’t Mr. DeLorean tell you that Mayer

Morganroth was supposed to be paid his legal fees out of that

closing?

A. No.

Q. Well, do you see where you asked Number 4, loan from

brother, zero?

26a

Appendix B

A. Yes.

Q. Didn’t you ask him what happened to that loan?

A. No. I just asked him how much it was. How much he

owed him as of January 15th, 1993. I’m just preparing a balance

sheet. I wasn’t preparing anything else.

Q. Well, he had already sent to you a proposed financial

statement showing he owed his brother nothing, didn’t he,

before you asked him these questions?

A. I don’t recall. Maybe in one of these [190] prior.

Q. Sir, Mr. DeLorean sent to you a financial statement

prepared by him with notes, the changes, and he left out owing

his brother any money? Isn’t that why you called him and asked

him what happened to the loan?

A. That apparently is why I called and him ask him, yes.

Q. And, sir, didn’t you next ask him what happened to

the legal fees you owed of two and a half million dollars?

A. No. I just asked him if he was sure it was zero.

Q. Because just matter of a few months before, whatever it

was, he showed he owed $2,500,000, is that right?

A. Probably.

Q. And you never saw a check in any of his records?

A.

Q.

that?

A.

27a

Appendix B

I don’t see any checks anyway.

You never saw a check register showing he had paid

I hadn’t seen any checks or check registers for a year or

two before this. This statement was —

[191] Q. The answer is — excuse me, the answer is you

never saw any evidence that that money had been paid, isn’t

that true?

A.

Q.

> 2 >

That is true.

So you asked him what happened to it, isn’t that right?

No. Just wanted to make sure it was zero.

And he told you it was zero?

Yes.

Now let me show you Exhibit 180 and ask you if you

can identify that as a work sheet financial statement that you

prepared?

A.

Q.

A.

It’s a work sheet for a financial statement.

Yes?

Yes.

28a

Appendix B

MR. M. MORGANROTH: I would offer Exhibit 180 into

evidence, Your Honor.

MR. FREIDBERG: No objection.

THE COURT: Received.

Q. (BY MR. MORGANROTH): Now, sir, do you see

where there’s a figure for legal fees payable of $500,000?

A. Looks like 2,500,000.

* * *

29a

APPENDIX C — TRANSCRIPT OF TRIAL

PROCEEDINGS DATED SEPTEMBER 23, 1994

IN THE DISTRICT COURT OF THE UNITED STATES

FOR THE EASTERN DISTRICT OF MICHIGAN

SOUTHERN DIVISION

Docket No.

93-CV-70848 DT

Detroit, MI

9-23-94

9:00 a.m.

MORGANROTH & MORGANROTH, a Michigan general

partnership, and MAYER MORGANROTH,

Plaintiffs,

-VS-

JOHN Z. DE LOREAN and ECCLESIASTES 9:10. 11-12,

INC., a Delaware corporation, (formerly known as Logan

Manufacturing), a Delaware corporation, jointly and severally,

Defendants.

TRANSCRIPT OF TRIAL

BEFORE THE HONORABLE ANNA DIGGS TAYLOR

UNITED STATES DISTRICT JUDGE, and a jury

* * *

30a

Appendix C

.. Testimony of Frank Shaler

[10] * + *

Q. (BY MR. M. MORGANROTH): Did Mr. DeLorean

ever tell you why he gave you a million dollars to take a

deduction for Hufstedler and another million dollars for

Weitzman plus?

A. I just received the letter from him.

Q. He goes further and says: “To Howard Weitzman,

property, Pauma Valley, four million dollars.”

Did he ever tell you why he felt four million dollars

should be the amount?

A. No.

Q. Then he puts the Howard Weitzman furnishings and

equipment, Pauma Valley, one million dollars. Did you ever

see a bill of sale of the furnishings?

A. No.

Q. Now, sir, do you recall the company called Ephesians

6:12, Inc.?

A. Yes.

Q. Was that another company that Mr. DeLorean [11] had?

A. A company that he owned all the stock in, yes.

3la

Appendix C

Q. Do you recall on January 15, 1985, he had a corporate

meeting of the sole director and sole secretary of the corporation

to pay over to John DeLorean four million dollars?

A. I don’t specifically remember it. If you want to refresh

my memory —

Q. Certainly, sir.

A. I’ve read it, yes.

Q. Do you recall that he had such a corporate meeting in

order to pay himself from Ephesians four million dollars?

A. Well, it notes that the corporate meeting was in Vale,

Colorado. I wasn’t there.

Q. Yes, sir, but you have a copy of the minutes in your —

A. Yes.

Q. And you received that from Mr. DeLorean, did you

not?

A. Yes, I did.

Q. And actually from Ephesians, he did transfer a great

deal of money, did he not, in 1985? =

A. Well, I know there was some money transferred. [12] I

don’t recall any of the details at the moment. If you have

anything to refresh me —

32a

Appendix C

Q. You don’t know if it came out to four million dollars,

is that right?

A. That’s right.

Q. But you knew there was quite a bit of money

transferred, is that right?

A. Well, you’d have to refresh my mind on it. I don’t

remember that far back.

Q. Well, let’s take one item alone. In that particular

document if it refreshes your memory, he transferred all the

monies coming from his book rights, is that correct?

A. Well, the corporation is buying the rights for the book

from Mr. DeLorean, according to this, these minutes, yes.

Q. And the monies are being turned over to Mr. DeLorean,

up to four — or four million dollars worth, isn’t that true, sir?

A. I think it says — let me see what it says again.

Q. Do you see where it says it pays four million dollars to

Mr. John Z. DeLorean?

A. It says shall pay.

Q. [13] Shall pay?

A. Yes.

Q. Do you know if Ephesians got somewhere around a

33a

Appendix C

million dollars as a down payment on this book that was

transferred to Mr. DeLorean right away?

A. I know they got something. Without something to

refresh my memory, I wouldn’t know how much it was.

Q. Do you know he got royalties after he got his down

payment from the book?

A.

Well, Ephesians owned the rights and they got royalties

as I recall.

Q.

It also says John Z. DeLorean would draw a salary of

$60,000 a month from Ephesians on top of the four million.

Do you know whether he did that or not?

A.

Q.

o> | > & >

I don’t think he did, no.

You don’t know if he — are you sure he didn’t?

Pretty sure.

But he did draw a great deal of money?

On just the royalties he drew.

Pardon?

I think he just drew the royalties out of [14] there.

And the royalties was a lot of money, wasn’t it?

34a

Appendix C

A. It’s — I don’t remember. Might be a million bucks,

yeah.

MR. FREIDBERG: Your Honor, we'd like to object to “a

lot of money.” If he asks him how much money —

THE COURT: Sustained.

MR. M. MORGANROTH: He just answered, your Honor,

and he said at least a million bucks.

THE WITNESS: That’s my recollection.

MR. FREIDBERG: I'll stipulate that’s a lot of money.

THE COURT: Apparently it’s all relative.

MR. FREIDBERG: That’s true.

MR. M. MORGANROTH: Yes, your Honor.

Q. (BY MR. M. MORGANROTH): Do you recall Mr.

DeLorean in 1988 conveying to himself the assets of Cristina

Holdings of $1,360,000?

A. You’d have to refresh my memory. I don’t [15] have

any recollection.

Q. Let me show you a February 1, 1988 meeting of the

board of directors of Cristina Holdings Corporation.

A. It states that the remaining inventory in Cristina lq

Holdings is being conveyed to Mr. DeLorean in payment of an

account payable to him.

35a

Appendix C

Q. How much money?

A. Well, since it says — it says $1,360,000 but it refers to

an inventory so somebody had to place that value on it, I would

think.

Q. Do you know that — do you place values of Cristina

Holdings assets from year to year according to your records?

A. Did I?

Q. Yes, didn’t you?

A. I don’t think so.

Q. You don’t think so. Cristina Holdings actually was a

corporation that owned a great deal of art, antique furniture,

and a valuable collection of all kinds of, shall we say, art and

furniture?

A. Antiques.

Q. Antiques?

[16] A. Mm-hmn, yes.

Q. And in fact Mi. DeLorean had a gentleman by the name

of Maur Dubin practically employed full-time acquiring those

things, isn’t that true?

A. Well, he ran the store they had, I believe.

Q. They had a store. What kind of store did they have?

36a

Appendix C

A. Antiques store, as I understood, and art.

Q. When did Mr. DeLorean have an antiques store?

A. When this corporation was in business. I think it was

in the early eighties.

Q. Is that where all that $1,360,000 comes from that’s

assigned to him, from the antiques store?

A. Yeah. He loaned money to the company to buy items

and this is paying back for what he’s loaned them.

Q. So that’s money he wouldn’t show on his tax return?

A. You don’t show loans on a tax return.

Q. Exactly. So it’s more income that he was getting during

that time that —

MR. FREIDBERG: Your Honor, [17] I’m going to object

to the “more income.” He hasn’t said that. He said you don’t

show it on your income tax return because it’s not income. So

he’s asking an improper question.

MR. M. MORGANROTH: Sir —

MR. FREIDBERG: He’s assuming a fact not in evidence.

THE COURT: Sustained.

Q. (BY MR. MORGANROTH): Not taxable income, is

that right?

37a

Appendix C

A. Not income at all. I would think it was repaying a debt.

Q. What it is then is monies that were distributed to him

for his use during 1988, is that correct, sir?

A. I'd say just his debt was paid.

Q. Let’s put it very simply. He got $1,360,000 in 1988

from that instrument and from Cristina Holdings Corp., right?

A. That’s a —

MR FREIDBERG. Your Honor, I’d like to object. He’s

already indicated that he got the inventory. Mr. Morganroth is

not saying that he got the money. He’s [18] misstating that and

assuming facts not in evidence and not what this witness has

testified to.

THE COURT: Sustained.

Q. (BY MR. M. MORGANROTH): Sir, did Mr. DeLorean

sell the Cristina Holdings inventory for three million dollars in

the last year?

A. Last year?

Q. Two years; how’s that?

A. 1993 and °94?

Q. 1993 and 1992. Let's take those two years.

38a

Appendix C

A. I don’t know. I —

Q. You didn’t know that upon sale of his apartment in

New York, his co-op, that he held a sale from all of the houses

in New York by Sotheby’s selling the furniture and inventory

from Cristina Holdings?

MR. FREIDBERG: Your Honor, he’s asking a question

as if he didn’t know. The question is what does he know.

Q. (BY MR. M. MORGANROTH): All right, sir. Do you

know that? How’s that?

A. I know he had a sale of some furniture that was in his

apartment, yes.

[35] * * *

Q. Excuse me. I thought you just testified a little while

ago that you knew of that sale of his antiques?

A. Well, I know of the sale of the co-op apartment. I don’t

recall — maybe I assumed I knew of the sale because he’d have

to get rid of the furniture somehow, but I don’t know anything

specifically about the sale of furniture.

Q. Okay. Did you ever question Mr. DeLorean about a

statement that he made to you that he had somehow sold his

furnishings at the Pauma Valley Ranch to Howard Weitzman?

A. He told me he sold the — they went to him in

connection with his fees.

39a

Appendix C

The furnishings?

The furnishings, yes, mm-hmm.

Did you ever say to him you have no bill of sale?

> Oo PF ©

No, I never did.

Q. Let me show you your notes, see if that refreshes your

memory that you asked him why no bill of sale?

[36] A. Well, these were some notes I made when I was

probably preparing the return. I don’t see any reference to the

fact that I called and asked him these questions.

Q. You wrote down there, did you not, “Why no bill of

sale?”

A. Yes, one of the notes I made going through the data |

had when I was preparing the return, mm-hmm.

Q. Was it that Mr. DeLorean took the position that

somehow the furnishings were gone, he didn’t know how, that

he should get a deduction because it was part of an attorney’s

fee for a million dollars he gave to Howard Weitzman in

furniture, isn’t that true?

A. That’s my recollection that he thought the furnishings

went with the home to Howard Weitzman.

Q. And he wanted you to deduct that as part of an attorney

fee beyond two and a half million dollars, beyond the four or

five million dollars we’ve already been discussing because he

40a

Appendix C

says the furnishings that were missing, somehow he gave to

Howard [37] Weitzman, isn’t that true?

A. He believed he’d given them to Howard Weitzman and

that possibly they should be part of the cost basis for the sale.

Q. And you questioned why no bill of sale, isn’t that right?

A. Well, just among a lot of notes I made at the time I was

looking over the records. I believe I later found out that they

were in the house when it was turned over to Mr. Weitzman so

I concluded I didn’t need a bill of sale.

Q. You concluded that?

A. Yes.

Q. Did you write that off as an attorney fee to Howard

Weitzman, furniture that was missing from Pauma Valley?

A. I believe the return shows the Pauma Valley real estate

and furniture on the property and equipment went to Mr.

Weitzman for an attorney fee.

Q. Did you ever ask Mr. Weitzman whether he ever got

the furniture?

A. I could never get to talk to him. I’d call him and he

never returned my call.

[38] Q. Really. Did you ever write him?

4la

Appendix C

A. Yes. No answer.

Q. And you asked that question?

A. No, I didn’t ask that question.

Q. In fact, it was Mr. DeLorean’s position the furniture

had been stolen and therefore it was Mr. Weitzman’s

responsibility and he got another million dollars because the

furniture was stolen out of the place, isn’t that correct?

A. Not that I know of, no.

Q. All right, sir. Mr. Shaler, do you remember Mr.

DeLorean writing to you in his own hardwriting and giving

you a list of the furnishings at Pauma Valley which disappeared

or went with the sale? Do you remember that?

A. Yes.

Q. Do you recall calling Mr. DeLorean May 24, 1990 —

A. Specifically?

Q. Yes, and asking him for the cost amounts and appraisal

of those items? Do you remember that, sir?

A. How would I? Please.

42a

Appendix C

Q. This was another million dollars in 1990 that Mr.

DeLorean was asking you to deduct?

A. I don’t recall ever separating that from the house.

Q. I see. And in 1990 — let’s mark this.

(Exhibit 954 was marked for identification)

Q. (BY MR. M. MORGANROTH): This is the appraisal

and the note from Mr. DeLorean that you received in 1990

_ where you make your note May 24, 1990. Is that correct, sir?

A. Yes.

MR. M. MORGANROTH: I would offer Exhibit 954 into

evidence, your Honor.

MR. FREIDBERG: I have no objection.

THE COURT: Received.

(Exhibit 954 was received into evidence)

Q. (BY MR. MORGANROTH): For the record, [42] this

is on J. Z. DeLorean’s notepad. Would you read the page into

evidence?

A. “Frank Shaler: This is a list of furnishings at Pauma

Valley acquired over the years. I have circled those sent to me.

The rest just plain disappeared or went with the sale.”

43a

Appendix C

And I made a note — there was no date on that. I made a

note below that dated May 24th, 1990, “I called JZD, Mr.

DeLorean, and said I need cost amounts, not appraisal amounts.

He said he did not know costs.” I can’t read the next word.

“Purchased over a number of years. I asked if they came from

Cristina Holdings and he said no. I suggested estimating the

cost and he said we might use 50 percent of appraised figures.”

Q. And, sir, you left out one thing when you read that.

You left out the parentheses. It says: “I have circled those sent

to me. The rest just plain disappeared (or went with the sale.)”

A. Correct, mm-hmm.

Q. There’s parentheses, sort of an afterthought, [43] “or

went with the sale,” isn’t it?

A. Well —

MR. FREIDBERG: Your Honor, I’m going to-object. He’s

asking now for the conclusion of the writer who put parentheses

as an afterthought.

THE COURT: Sustained.

Q. (BY MR. M. MORGANROTH): Tell me, sir,

furnishings were shipped to Mr. DeLorean, were they not, from

Pauma Valley?

A. Not that I know of.

Q. Well, he’s saying the circled ones he had shipped to

him?

44a

Appendix C

A. Well, apparently some of them, yes.

Q. Maybe all of them, sir?

A. Not that I know of.

Q. Did Mr. DeLorean ever tell you that his brother Charles

had a lien on the furnishings at Pauma Valley?

A. No.

Q. See if this refreshes your memory. By the way, it’s in

your handwriting, is it not?

A. No, it’s not my handwriting.

Q. Okay. Is that part of your records, sir?

A. Apparently.

[95] * * *

Q. Well, yes, I want to know what you recall, yes. That’s

fair game.

A. I recall that I was presented a listing showing some

payments made by Cristina Holdings to Mr. DeLorean and I

said that it looked as if they were making — they paid these

expenses and because — and they were in effect paying off a

loan that he had made to Cristina Holdings by paying those

expenses of his.

45a

Appendix C

Q. Was it your understanding that they conveyed to him

assets of Cristina Corporation to pay off the loan?

MR. M. MORGANROTH: Objection, your Honor. I'd like

to know who “they” is.

MR. FREIDBERG: Cristina Corporation.

Q. (BY MR. FREIDBERG): Was it your understanding

that Cristina Holding Corporation owned by Mr. DeLorean

transferred assets to him in payment of the loan?

A. I don’t believe I have any knowledge of anything like

that.

46a

APPENDIX D — TRANSCRIPT OF TRIAL

PROCEEDINGS DATED SEPTEMBER 28, 1994

UNITED STATES DISTRICT COURT

EASTERN DISTRICT OF MICHIGAN

SOUTHERN DIVISION

CIVIL ACTION NO. 93 CV 70848 DT

MORGANROTH & MORGANROTH, a Michigan partnership,

and MAYER MORGANROTH,

Plaintiffs,

v.

JOHN Z. DELOREAN, and ECCLESIASTES 9:10-11-12,

INC., a Delaware corporation, (formerly known as Logan

Manufacturing, a Delaware corporation), jointly and severally,

Defendants.

JURY TRIAL PROCEEDINGS

AM SESSION

BEFORE THE HONORABLE ANNA DIGGS TAYLOR

United States District Judge

737 US Courthouse & Federal Building

231 Lafayette Boulevard West

Detroit, Michigan

Wednesday, September 28, 1994

47a

Appendix D

APPEARANCES:

MAYER MORGANROTH, ESQ.,

JEFFREY MORGANROTH, ESQ.,

ELEANOR NADLER, ESQ.,

In behalf of Plaintiffs.

STANLEY FLESHMAN, ESQ.,

In behalf of Defendants.

* * *

Testimony of Walter Keating

[74] * * *

Q. Now, sir, are you a client of mine?

A. Yes.

Q. And, sir, who referred you to me or recommended me

to you?

A. John DeLorean.

Q. And when did he recommend me to you for you to

use me [75] as your attorney?

A. In April 1991 or thereabouts. April 15th or thereabouts.

Q. How long had you known John DeLorean before April

1991?

48a

Appendix D

Since he was General Manager of Chevrolet.

How many years would that be?

A

Q

A. 20 years ago, I think.

Q. Did you consider yourself —

A

I knew him before that. I knew him when we were

Q. Did you consider yourself a friend of his?

A. Yes.

Q. Tell me in April of 1991, when Mr. DeLorean

__recommended that you contact me to become your attorney,

was that over a telephone or in person that he did that?

A. Well, when he heard that I had a problem, a very serious

personal problem, he called me and he said, Walter, I think you

ought to think very seriously about getting some really — the

best representation that you can get.

And he says the best legal mind that I know in the United

States is Mayer Morganroth.

And I took his advice and hired you.

Q. Did he say anything else regarding whether or not

Morganroth had represented Mr. DeLorean?

A. He said, yes, you were the basis of all of his— [76]

solving of all of his personal problems and his business asset

problems.

49a

Appendix D

Q. And tell me, can you remember anything else he said

at that time?

A. Other than to say that he was in the habit of contacting

you, Mayor Morganroth as often as possible preferably I’m

talking on business matters, preferably on a daily basis, to make

sure that you were going in the proper direction.

And I found that to be very good advice, as a matter of

fact.

Q. Tell me, sir, did you hire Mayer Morganroth to

represent you?

A. Yes, I did, happily.

Q. And, sir, was there an hourly fee arrangement made

with you?

A. Yes.

Q. And what was that hourly fee?

A. $400 an hour.

Q. And did we ever reduce that to writing or make a written

contract of it?

A. Not that I know of.

Q. Tell me, sir, after Mayer Morganroth began to represent

you in the problem as you related before, was that a litigation

or trial?

50a

Appendix D

[77] A. Yes.

Q. And did you hire Mayer Morganroth after that, after

that trial was over for other matters?

A. Yes, I did.

Q. Is he still your lawyer in matters in litigations?

A. Yes, he is.

Q. Tell me, sir, did you ever talk to Mr. DeLorean after

the first time that he recommended Mayer Morganroth and

discuss —

A. Many times.

Q. — was there any discussions between you and Mr.

DeLorean as to Mayer Morganroth?

A. Yes, he reiterated his position that I’d do very well to

contact Mr. Morganroth on a daily basis in order to keep my

business on the straight and narrow and it was very good advice.

Q. When was the last time Mr. DeLorean told you that?

A. Let me see. Several times in ’°92. And I see — I see

John all the time.

Q. Tell me, did Morganroth and you ever come to any

conclusion as to what should be done regarding billing and

time sheets?

Sla

Appendix D

A. Yes.

Q. What would be done with time sheets after we agreed

that on a particular billing?

[78] A. It was recommended to me that when we get our

billing, there will be a time sheet connected to it.

And that what we should do in order to get out of the

possibility of having the record being part of the — any lawyers

thing that he can come in and depose, that we destroy it and

just have the cover sheet that shows the amount of the total bill.

Q. And, sir, have you agreed to and paid every bill as

submitted to you during the last — since 1991?

A. Yes, sir. Not only that, but I do the same thing with

other lawyers now.

* * *

[84] Q. And you testified that you were informed or

recommended to you that the time sheets be destroyed; is that

right?

A. Yes.

Q. That’s the time sheets recording the time spent by your

attorney?

A. Yes.

Q. That recommendation was given to you by Mr.

Morganroth?

52a

Appendix D

A. Yes, to protect them from discovery.

Q. You have no written contract with Mr. Morganroth?

A. No, no.

Q. The criminal case, was that on an hourly basis or flat

fee?

A. Hourly. When you say “flat fee”, you mean he sent me

a bill for a flat amount?

Q. Yeah.

No, hourly.

How do you know how many hours he put in?

A

Q

A. It was on the sheet.

Q. So you actually saw some sheet at sometime that

A. Yes.

Q. —a representation of the hours and time?

A. How many hours, right.

Q. Would it say something — little time sheet that says

[85] first day of trial whenever that was.

The trial was in July of 1991, correct?

53a

Appendix D

A. Yes.

Q. Okay. So he gave a time sheet that says July 21, 1991

trial appearance two hours, three hours whatever?

A. Uh-huh.

Q. Correct?

A. Yes.

Q.-And you could compare that time sheet to your

memory as to what happened on that day which you saw Mr.

Morganroth do?

A. Correct.

Q. And you — did you go through all those time sheets?

A. I sure did.

Q. You when through everyone of them?

A. Yes, sir.

Q. It wasn’t until after you went through every one of

those time sheets and verified to your own personal knowledge

that the time had been spent that you agreed to the bill; is that

correct?

A. You mean he sent me a whole bunch of them at once,

is that what you’re saying or as he sent me the bills?

54a

Appendix D

Q. As he sent you the bills you went through the time

sheets?

A. One time sheet; with it that says how much time he

[86] spent on each thing.

Q. As far as like the back up documents, if there were

any?

A. There were none that I know of.

Q. You never saw any of those?

A. Just time break down.

Q. The time break down came in some kind of letter?

A. Mayer Morganroth spent so much time at $400 an

hour.

And one of the other people in his office spent so much

time at so much an hour if they were there, you know. And

that’s the way the time sheet worked out.

Q. Okay. But did the time sheet — whatever we want to

call this document, did it say spent four hours on such-and-such

a day doing such-and-such a thing?

A. I don’t think he brought it down that close, but I’m

not sure.

Q. Did you ever see any such document that documented

how much time Mr. Morganroth spent on a particular day do

doing a particular task?

55a

Appendix D

A. Yes.

Q. What was it?

A. The piece that was connected to the cover sheet, you

know, which is the bill, the statement. That’s what I’m looking,

for the statement.

Q. Excuse me. What was your understanding of what was

[87] being destroyed?

A. The hourly rate. Not the hourly rate, but the hours

spent by each individual person and where it was.

Q. Was that some document that you actually had seen at

some point in time?

You saw it and said, okay, you can destroy this now?

A. We did.

Q. Okay. You saw it and approved it and then allowed it

to be destroyed; is that right?

A. Or agreed with it, yes. I never had to disagree with

any one of his statements.

Q. Now for the criminal case in 1991, how long did that

take to try?

A. I would say three weeks.

56a

Appendix D

Q. You had Mr. Thomas Kinney, Mr. Robert Forest, Mr.

Morganroth present?

A. Yes. Mr. Morganroth was the lead attorney for that.

Q. When you say “lead attorney”, was he the one that got

up, did the opening statement, closing arguments?

A. No, no. He was the lead attorney on the — when you

get to the — to the opening statement and stuff, my heavens,

all the work is done.

You know, all that stuff that he had to go through before,

that was unbelievable.

Testimony of Alfred Rapetti

[91] Q. And back in 1975, and thereafter, did you have—

any business dealings with Mr. DeLorean?

A. Yes.

Q. When you first start being involved with Mr. DeLorean

regarding business dealings —

A. There was some involvement in the mid 70’s far as the

car company was concerned.

Then there were no dealings from the mid 70’s to 1987

when I met with him and we had discussion as to possible sale

of some of his assets.

57a

Appendix D

Q. When: was that meeting, if you recall?

A. Probatbly in May, June 1987.

Q. Did ycou undertake to do some work regarding selling

some of his asssets?

A. Yes.

Q. And diid you after that time, meet with him and talk to

him fairly regutlarly?

A. Yes.

Q. And diid you attempt to sell any of his assets?

A. Yes.

. Did yOu attempt to get him any financing on any of

his assets as well?

A. Yes.

Q. Did rthere come a time when you met Mayer

Morganroth?

[92] A. Yees.

Q. And wvhen was that, if you recall?

A. I believe the first time was at one of the hearings in

Detroit. No, I’n™ sorry. It was before that because it was — had

58a

Appendix D

to do with the restraints that the — that DSQ put on the

company.

Q. Now, sir, in 1987-1988, you were working to get the .

sale of Logan Manufacturing or other assets of Mr. DeLorean’s;

is that correct?

A. Yes.

Q. You would know that Paul Wallace transaction because

you actually negotiated it; isn’t that true?

THE READER: I’m sorry. I’m not sure where you are.

MS. NADLER: I went to page 10.

A. Yes.

Q. You were the moving party that did all the negotiations

as far as the business negotiations back and forth with Wallace

in order to purchase the assets of Logan Manufacturing, correct?

A. Yes.

Q. Also with the Logan manufacturing sales that took

place, Mr. Wallace, John DeLorean, was allowed to keep certain

assets; is that not true?

A. Yes.

[93] Q. In any event, over the span of 1987-88-89 and

*90 and ’91 and 1992, were there many offers to Mr. DeLorean

to purchase Logan Manufacturing?

59a

Appendix D

A. Yes.

Q. And did you — could you quantify how many?

A. During that period of time, there were probably on a

serious basis, probably eight.

Q. Okay. When you say a serious basis, there were also

numerous others that —

A. Yes.

Q. — that were offered? Okay.

Would you say there were offers exceeding 20 or 30 of

them that were submitted —

A. Probably.

Q. —to Mr. DeLorean?

Tell me when you get to the serious basis you mean

that the offer that was submitted that Mr. DeLorean started to

consider signing; is that correct?

A. Yes.

Q. Tell me, could you control Mr. DeLorean and advise

him whether or not a deal was good or bad?

A. I gave the advice, but it was always his decision.

60a

Appendix D

*x * x

[112] Q. Tell me, sir, do you have an understanding that

Mr. DeLorean of Logan Manufacturing owed Mayer

Morganroth a substantial amount of fees as of January 5, 1993?

A. It was my understanding there was a substantial amount

of fees that were owed, yes.

Q. And that was something that was supposed to be paid

after the closing according to the agreement of Mr. DeLorean

and myself, Mr. Morganroth, that you understood; is that

correct?

A. I—I took it for granted that the obligation was going

to be paid.

Q. In fact, in order to have the transaction closed with

Paul Wallace Mr. Morganroth agreed to subordinate his debt to

that closing so as soon as possible the transaction could close;

isn’t that true?

A. Yes.

Q. And that was under the basis that Mr. Morganroth was

owed that money, but would permit Wallace to close without it

being an obligation of Wallace to pay Morganroth, correct?

A. Yes.

Q. Mr. Rapetti, do you recall during °87—88, that Mr.

DeLorean said these other buyers are getting financing in order

to buy the company.

6la

Appendix D

Mr. Rapetti, why don’t you get me the financing [113]

so I can pay off everybody and get the financing for Logan so

I can, keep Logan.

Do you remember him wanting to go that direction?

A. Yes.

Q. Tell me, did you get to see or meet with Roy Nesseth

while you were performing services for Logan?

I have met him, yes.

Did you ever see him at Logan?

. Yes.

Did you ever tell John DeLorean shouldn’t be there?

A

Q

A

Q

A. Yes.

Q. Did Mr. DeLorean listen to you?

A. Sometimes.

Q. But somehow Roy Nesseth always got back there, right?

A. Yes.

Q. Do you remember frantically calling me in December

1992 saying that “Roy Nesseth is back at Logan. He’s going to

destroy another deal”?

62a

Appendix D

A. Yes.

Q. And do you recall me telling you “I told Mr. DeLorean

to keep that man away from there but he never seems to listen

to me”?

A. Yes.

63a

APPENDIX E — TRANSCRIPT OF TRIAL

PROCEEDINGS DATED DECEMBER 1, 1994

UNITED STATES OF AMERICA

UNITED STATES DISTRICT COURT

FOR THE EASTERN DISTRICT OF MICHIGAN

SOUTHERN DIVISION

Civil Action No. 93-CV-70848-DT

MORGANROTH & MORGANROTH, a Michigan partnership,

and MAYER MORGANROTH,

Plaintiffs,

-V-

JOHN Z. DELOREAN and ECCLESIASTES 9:10-11:12,

INC., a Delaware corporation, (formerly known as Logan

Manufacturing), a Delaware corporation, Jointly and Severally,

‘Defendants.

TRIAL

Proceedings had and testimony taken in the above-entitled

matter before HONORABLE ANNA DIGGS TAYLOR, United

States District Court, at Detroit, Michigan, on Thursday,

December 1, 1994.

APPEARANCES:

MORGANROTH & MORGANROTH, P.C.

2000 Town Center, Suite 2000

Southfield, Michigan 48075

(BY: MAYER MORGANROTH, ESQ.)

i 64a

Appendix E

-AND-

KRAMER, LEVIN, NATFALIS, NESSEN, KAMIN

& FRANKEL

919 Third Avenue

New York, New York 10022

(BY: ELLEN R. NADLER, ATTORNEY AT LAW)

Appearing on behalf of Plaintiffs.

* * *

Testimony of John Z. DeLorean

(os) * * *

“Q. In August of 1992, you put into your book that you

didn’t have money to give to me. You didn’t put in your book

that you weren’t paying me because of the fact of some errors,

did you? Did you, sir?

“A. I don’t know what put in the book.

“Q. You didn’t tell me there were any errors that you were

claiming in August of 1992, you just told me at that particular

time that you didn’t have any money right then, isn’t that true,

it all had to go for DSQ and for money to Logan and for you to

live on, and you would pay me when the closing took place.

“A. I never said I would pay you. I said I would handle

you or you might have interpreted that.

* * *

ee

65a

APPENDIX F — TRANSCRIPT OF TRIAL

PROCEEDINGS DATED DECEMBER 1, 1994

UNITED STATES OF AMERICA

UNITED STATES DISTRICT COURT

FOR THE EASTERN DISTRICT OF MICHIGAN

SOUTHERN DIVISION

Case No. 93-CV-70848-DT

MORGANROTH & MORGANROTH, a Michigan Partnership,

and MAYER MORGANROTH,

Plaintiffs,

-\V-

JOHN Z. DELOREAN and ECCLESIASTES 9:10-11:12,

INC., a Delaware corporation, (formerly known as Logan

Manufacturing), a Delaware corporation, Jointly and Severally,

Defendants.

TRIAL

Proceedings had and testimony taken in the above-entitled

matter before HONORABLE ANNA DIGGS TAYLOR, United

States District Court, at Detroit, Michigan, on Thursday,

December 1, 1994.

APPEARANCES:

MORGANROTH & MORGANROTH, P.C.

2000 Town Center, Suite 2000

Southfield, Michigan 48075

(BY: MAYER MORGANROTH, ESQ.)

-AND-

66a

Appendix F

‘= 2

Testimony of John Z. DeLorean

[43] * * *

“Q. You didn’t send me a check for four fifty,

“A. Somebody did get a check for four fifty.

“Q. After Logan paid a portion of the bill they owed me

and you paid a portion.

“A. Not a portion. You said it was paid in full.

“Q. I billed you for years after that. Did you ever write

one thing to me contesting any of those bills; did you?

“A. Not that I know of.

“Q. And you carried it for two million two in your financial

statement, and then two million five in your financial statement

owing me personally, didn’t you, sir?

“A. Yes, sir. Whatever you told me, I wrote it down.

“Q. This is a bill for December 3rd, 1990, identified as

Plaintiff’s Exhibit 374, Morganroth & Morganroth, December

3, 1990, Mr. [44] John Z. DeLorean, RE: Fees for services

rendered: Balance total including costs, two million five

hundred and twenty thousand eight hundred and nineteen

dollars, signed Mayer Morganroth. Do you remember seeing

that, sir?

67a

Appendix F

“A. No, I don’t, but I know I got a lot of bills at different

times.

“Q. Did you at any time ever send me a letter that that bill

wasn’t accurate or correct?

“A. No, I told you on the telephone.

“Q. Sir, did you ever send me a letter saying that wasn’t

accurate or correct?

“A. No, not that I know of.

“Q. Let me show you Exhibit — by the way, sir, Exhibit

374, December 3, 1990, is almost two months after this

settlement was made in front of Judge Rosen with DSQ; isn’t

that true, sir?

“A. Probably.

“Q. For the récord, I will read in Exhibit 447, which was

January 15, 1986.

“Dear Mike,

“We begin a new year. Hopefully a year that will see the

end of the harassment [45] I’m subject to. I want to thank you

for your friendship and support. As one man fighting those

giant firms, you've already taken a serious toll!” — with a

Capital “T” underlined twice.

“Best wishes for the New Year. May it be your best ever.

68a

Appendix F

“So then, you still hadn’t paid me any money; had you?

“A. You kept on working. You figured I was going to pay.

“Q. Yes, I sure did.

“A. Because you knew I was tied up. I didn’t have any

money to pay anybody.

“Q. Exhibit 532, is dated May 7, 1991, addressed to Mr.

John Z. DeLorean. Sir, do you recall receiving the May 7, 1991,

Exhibit 532, bill?

“A. No, I don’t recall. I don’t recall that, but I know I

recall whatever you sent me I put down. ~

“Q. Put down where?

“A. Whereever we put it down.

* * *

(so) * * *

“Q. For identification, Exhibit 364, this is a letter of

December 21, 1992, to John Z. DeLorean, Road One,

Lamington Farm, from Morganroth & Morganroth, Mayer

Morganroth, and I ask you if you recall receiving this letter,

sir?

“A. I don’t recall it, but doesn’t mean I didn’t get it. I just

don’t recall it.

4

<

4

&

&

69a

Appendix F

“Q. For the record, the letter states as follows:

“Dear John,

“I write to you with respect to a large unpaid balance

of legal fees and costs past due and owing to my law firm by

Logan Manufacturing and you, and to confirm our telephone

conversation today.

“During today’s telephone conversation when we again

discussed the significant balance owing to my law firm by

Logan Manufacturing and you I stressed that my law firm and I

really need at least a substantial payment of said unpaid balance

to [51] be made in connection with the closing of the Logan

Manufacturing assets sale. Nevertheless, based upon your

representation that all unpaid invoices owed by Logan

Manufacturing and you to my law firm will be satisifed in full

on about the end of January, 1993. I agreed to wait until such

time for payment.

“In addition, I also agreed during our telephone

conversation of today, that I will reduce the balance of the

outstanding invoices by four hundred thousand dollars charged

for the Cork Gully matter in the event that all amounts owed

by Logan Manufacturing and you exclusive of the four hundred

thousand dollars are satisfied on or before the end of January,

1993.

“You don’t recall this matter, sir?

“A. No.

“Q. If I were to tell you that you had a notation in your

journal regarding that letter and the conversation we had would

that refresh your memory?

70a

Appendix F

“A. No, but I didn’t say I didn’t get it. I just don’t

remember it right now. I [52] get a pile of mail this high every

day.

“Q. Tell me, sir, didn’t you on December the 20th —

December 21st, excuse me — didn’t you on December 21st tell

me that you were going to pay that bill by the end of January,

1993, the entire bill?

“A. No, I didn’t. I said it would be handled. And by that I

was in my mind implying that we were going to get this thing

straightened out. But that doesn’t mean you wouldn’t have taken

it that way. I’m not denying that.

“Q. Handled?

“A. Yes.

“Q. But you said it would be paid, taken care of; didn’t

you?

“A. No, I didn’t. I never have said that.

“Q. Really. You never said it would be taken care of.

“A. I may have said it would be taken care of meaning the

same as handled, handled taken care of, meaning we will sit

down and straighten this thing out. And when we do, you will

get paid what you’re properly owed, [53] and I will get paid by

your insurance company.

“Q. When did you say to me at any time you will get paid

by my insurance company?

ERE Re NOLAN LEO AOS Co Son

GARE LNA ELL OE LMI Ge Fer

Tila

Appendix F

“A. I didn’t say that. -

“Q. All you said was, after I said if you pay me the entire

amount by the end of January you promised that we’d give

you a four hundred thousand dollar reduction, do you remember

what you said?

“A. No.

“Q. You said I will take care of that. I will be taking care

of it prompt; do you remember that?

“A. No, I’m sure I didn’t say that.

“Q. Now, sir, I’m going to ask you a question: How did

you get Ed Freidberg to represent you in 1990-1991? He did

represent you in 1990-1991, didn’t he, and ’92, didn’t he?

“A. I paid him.

“Q. But you didn’t pay me any money during that time.

“A. Because I had planned at some time that we would

straighten that out.

“Q. By the way, the day after or even [54] the very same

day that the closing took place in New York of Logan

Manufacturing, you sent a one hundred fifty thousand dollar

check to Ed Freidberg, didn’t you, as a retainer?

“A. Very soon thereafter.

“Q. What was that for? To sue me?

72a

Appendix F

“A. No, it was to handle you.

“Q. I see. So you could pay him to handle me, but you

couldn’t pay me for those years.

“A. It was to take care of you.

“Q. I see.

“A. That is what “take care of” means.

“Q. And, sir, when you got the bill in 1992, December,

and you got this letter in 1992, you didn’t say you disagreed

with anything. You said it would be taken care of; isn’t that

true?

“A. I told you what I meant.

“Q. You told me what I meant. Why didn’t you say what

you meant was it’s too hard for you to tell the truth?

“A. No, it’s just not the right time.

“Q. It wasn’t the right time to tell the truth?

[55] “A. I did tell you the truth. I told you my version of

the truth as oppose to your version.

“Q. The fact is you were afraid that I wouldn’t work and

get the sales close in Logan Manufacturing; isn’t that true?

“A. No, the sale was — when was that? Was it after?

OM oR eas rag A eS er en

[Fane Depm ancvopacrte hay am REY

SAIS RNIN YER RTM LISELI MA IAS RESIN ORM IEA SBOE AE

PIII ECA

73a

Appendix F

“Q. January 5th, 1993.

“A. What was the date of that thing?

“Q. December 26th, 1992.

“A. I don’t recall. I think everything was done by that

point in time.

“Q. Couldn’t be done. Remember you went there on

Christmas Day and you walked out. The deal was aborted and

you walked out and there wasn’ta deal.

“A. Not because I wanted to change any documents. It

was because they hadn’t finished their study of the charges

against me and they wanted to hold back too much money, and

I refused to do that.

“Q. That was January — December if you recall, I seen

you on Christmas.

“A. Oh.

[56] “Q. Do you remember now I seen you on Christmas

because they said there was no deal any longer because they

couldn’t come up. And by the way and by ‘they’ I’m taking

about the purchaser, Wallace, could not come up with the extra

million dollars as a down payment rather than the five hundred

and seventy-five; as you recall that?

“A. Just vaguely.

74a

Appendix F

“Q. Do you remember I flew in on Christmas Day and sat

with Wallace’s attorney, Howard Petty, and we worked the entire”

— “with Wallace’s attorney and with Howard Petty, and we

worked the entire day into the evening and we contacted the

bankers at home in Utah wherein I convinced the bankers to

make the payment they were going to make in a year from

then, right, so they could” — “so that the price could go up to

five million seventy fifty as long as your down payment or else

the deal was a no go; do you remember that?

“A. No, but it’s possible.

* * *

75a

APPENDIX G — TRANSCRIPT OF TRIAL

PROCEEDINGS DATED DECEMBER 6, 1994

UNITED STATES DISTRICT COURT

EASTERN DISTRICT OF MICHIGAN

SOUTHERN DIVISION

CIVIL ACTION

No. 93-CV-70848-DI

MORGANROTH & MORGANROTH, a Michigan Partnership,

and MAYER MORGANROTH,

Plaintiffs,

Ve

JOHN Z. DELOREAN and ECCLESIASTES 9:10-11-12,

INC., a Delaware corporation, (formerly known as Logan

Manufacturing), a Delaware corporation, jointly and severally,

Defendants.

Proceedings held in the above-entitled case before Judge

Anna Diggs Taylor, taken by Patricia A. Everett, CSR-4602, a

Certified Shorthand Reporter and Notary Public, in and for

Oakland County, Michigan (acting in Wayne County,

Michigan), at 740 United States Courthouse, Detroit, Michigan,

on the 6th day of December, 1994, commencing at or about

9:00 a.m., pursuant to the applicable court rules.

* * *

76a

Appendix G

Testimony of Steven Fellows

[36] * * *

Q. (By Mr. Morganroth): During the eighties did you have

the opportunity to see me work?

A. Many times.

Q. Would you come into the office on Saturdays?

A. I would.

Q. Did you see me working on Saturdays?

A. Always, unless i were out of town.

[37] Q. How about on Sundays?

A. On Sundays if I came in you were there.

Q. And how about at nights, did you ever come to my

house and see me working at nights?

A. On several occasions. In fact, I stopped coming. I used

to cali you to come over to watch Monday Night Football once

in a while. And we would sit in your lower level and you would

dictate through the entire football game. Your wife would fall

asleep on the couch, and I would say goodbye to you about

midnight because you were still dictating, yes.

Q. And tell me, sir, did I do that throughout the years that

you were in the office, that kind of work?

77a

Appendix G

A. Yes. You’ve always worked, for the most part, seven

days a week, day and night.

Q. And how about Mr. DeLorean during the eighties, did

he come into the office often?

A. Yes.

Q. Tell me, did he ever call at night?

A. Yes.

Q. How often?

A. I feel that — I can only answer that as to calls that i

took. If you were on your other line and [38] the phone would

ring, I would pick it up. I would just tell you on many occasions

I answered the phone after hours and John DeLorean was on

the phone. Also there were many times I heard other attorneys

page you or call you to let you know Mr. DeLorean was calling.

Q. Throughout all the years that you were in the office

with me, did John DeLorean ever tell you that he was unhappy

or dissatisfied with anything I did for him?

A. He told me the contrary. We spoke from time to time

and he often told me that he thought you were the best.

Q. And tell me, during the period of time that we were

together in the office — I never asked you this — well, did you

form any opinion as to my capabilities as a lawyer?

A. Yes, I have.

78a

Appendix G

Q. And what was your opinion?

A. You were one of the best practitioners that I’ve ever

known. I called you at one time an enigma. You’re one of the

Sew people that have been in practice as long as you have and

has stayed a general practitioner. You've handled virtually every

type of case. Over the years I’ve had to [39] go off into a

specialty. I couldn’t keep up with a general practice, and I feel

that you’re an excellent attorney.

Q. Now, you talked about the tremendous workload that I

had in your direct examination. Did I give work to other lawyers

in the office?

A. Yes, you did.

Q. And were there times over the years where I supported

the other lawyers by paying the rent and by giving them money

when they needed it?

A. That’s true.

Testimony of Maria Reed

1143} ° © *

CROSS-EXAMINATION

BY MR. MORGANROTH:

Q. Mrs. Reed, you still work for me, don’t you?

79a -

Appendix G

A. Yes, I do.

Q. And have worked for me part-time for a few years now

again?

A. Yes.

Q. And you work at nights?

A. I work at night, Saturdays, Sundays.

Q. Do I work at nights and Saturdays and Sundays?

A. Yes.

[144] Q. And there’s other secretaries in the office but you

work after-hours and Saturdays and Sundays now; is that correct?

A. Yes.

Q. And you’ve done that for the last few years for me;

correct?

A. Yes.

es 4

(160) * * *

Q. Now, I thought that from 1986 to ’91 you were working

on a part-time basis for Mr. Morganroth; is that correct?

80a

Appendix G

A. Sometimes I would stay after work and do things for

him, overload of work that he had. But it was never on the

DeLorean thing, it was just other, you know, cases.

Q. But you would be working basically after 5:00 for Mr.

Morganroth?

A. Yes.

Q. And you would be working sometimes on Saturdays.

A. Sometimes on Saturdays.

* * *

8la

APPENDIX H — TRANSCRIPT OF TRIAL

DATED DECEMBER 22, 1994

UNITED STATES DISTRICT COURT

FOR THE EASTERN DISTRICT OF MICHIGAN

SOUTHERN DIVISION

Civil Action No. 93-CV-70848-DT

Detroit, Michigan

Thursday, December 22, 1994

MORGANROTH & MORGANROTH, a Michigan general

partnership, and MAYER MORGANROTH,

Plaintiffs,

-V-

JOHN Z. DELOREAN and ECCLESIASTES 9:10-11-12,

INC., a Delaware corporation, (formerly known as Logan

Manufacturing), a Delaware corporation, jointly and severally,

Defendants.

TRANSCRIPT OF TRIAL

BEFORE THE HONORABLE ANNA DIGGS TAYLOR

UNITED STATES DISTRICT COURT JUDGE, and a jury.

APPEARANCES: -

For the Plaintiffs: _ MAYER MORGANROTH, ESQ.

ELLEN R. NADLER, ESQ.

JEFFREY B. MORGANROTH, ESQ.

NOT PRESENT:

For the Defendants: EDWARD FREIDBERG, ESQ.

82a

Appendix H

* * *

[6] * * *

THE COURT: The court was in receipt a note at 10:45

saying:

QUESTION: Page 97, Section 1962(b) reads the same as

page 103, Section 1962(c). Is this intentional?

And I’ve notified the — well Mr. Pierce is still not here,

although he did call to ask what the last questions were and I

had the law clerk tell him he simply must come downtown.

And this is the note I planned to return.

Ignore page 103 because it repeats 1962(b) instead of

reciting 1962(c). Simply be governed by page 104 which

correctly states the elements of 1962(c) which is directed against

a defendant who “conducted or participated in the conduct of

the enterprise through that pattern”.

[7] Is there an objection to this?

MR. MORGANROTH: No.

MS. NADLER: No, Your Honor.

THE COURT: All right.

(Whereupon court was in recess. Court was back in session

at about 12:45 p.m.)

83a

Appendix H

THE COURT: Earlier this morning, the court received a

note from the jury requesting index of exhibits and I told the

law clerk just to tell them to wait until after the New Year so I

could confirm with counsel.

But in the meanwhile, Ms. Nadler has produced the list of

exhibits, index of exhibits, that both sides apparently had relied

upon during trial and she has redacted the names of the witnesses

who introduced each exhibit and any other information other

than the list and the number of each one.

So I’ll ask if counsel have any objection, now, to the court

sending in this list to the jury. And there are copies for each

member of the jury.

Any objection?

MS. NADLER: We have no objection.

MS. FALTER: No objection, Your Honor.

THE COURT: All right. I'll keep mine. We’ll take in there

all right.

84a

APPENDIX I — PERSONAL FINANCIAL

STATEMENT OF JOHN Z. DELOREAN

DATED JANUARY 15, 1993

JOHN Z. DELOREAN

PERSONAL FINANCIAL STATEMENT

January 15, 1993

Assets

Bank accounts $1,500,000

Notes receivable from sale of Logan

Manufacturing Company 2,850,000

Preferred stock from sale of 4,500,000

Logan Manufacturing Company

Real estate:

Land and industrial buildings,

Logan, Utah, leased for ten years

with rent at $240,000 a year

plus profit sharing for the first

three years and $300,000 a year

for the last seven years. Leasee

has the option to purchase

for $2,500,000 2,500,000

Lamington Farm, Bedminster,

New Jersey, 434 acres with

residence and ten rental

properties providing more than

85a

Appendix I

$200,00 of gross rental

income. Estimated market

value 30,000,000

Oil and mineral interests 50,000

Patent, trade mark and marketing

rights acquired from De Lorean

Motor Company at acquisition

cost 10,000,000

Other patents at estimated

market value 5,000,000

Judgment against H.L. Weitzman 600.000

Liabilities

Private loan secured by first mortgage

on New Jersey farm. Interest

rate is 1/4% under prime until

the year 2000

Net worth

$57,000,000

6.000.000

$51,000,000

86a

APPENDIX J — STIPULATION OF FACTS

STIPULATION OF FACTS

1. Ecclesiastes 9:10-11-12, Inc. was formerly known as

Logan Manufacturing Company (“Logan”).

2. Logan changed its name to Ecclesiastes 9:10-11-12, Inc.

(“Ecclesiastes”) in or about January 1993.

3. DeLorean Research Limited Partnership (“DRLP”) was

a limited partnership formed in 1979 for the purpose of

investing in the research and development of the DeLorean

sports car.

4. GPD was established and controlled by Colin Chapman

(“Chapman”) and Fred Bushell (“Bushell”).

5. DRLP entered into a contract with GPD regarding the

performance of the research and development of the DeLorean

sports car (the “DRLP/GPD Contracts”).

6. The DRLP/GPD Contract called for GPD to cause the

research and development or the DeLorean sports car to be

performed by subcontracting the work to Lotus.

7. A private placement memorandum with attachments and

exhibits was presented to HELP and its partners for the supposed

purpose of soliciting and raising $20.0 million for research and

development.

8. $17.8 million was raised from DRLP pursuant to the

DRLP private placement memorandum and attachments and

exhibits.

ated at tediiade Silla ‘

87a

Appendix J

9. Chapman was the chairman and controlling shareholder

of Lotus.

10. Bushell was the Chief Financial Officer of Lotus.

11. By February 25, 1982, DMCL had been placed in

receivership based upon agreement by the Board of Directors

of DMCL.

12. In 1984, a company known as Pacific International

Equipment Inc. (“Pacific”) attempted to purchase the assets of

Logan from the DMC Bankruptcy Trustee.

13. In or about 1982, Howard Weitzman (“Weitzman”) was

retained to defend DeLorean in the California criminal case.

14. Weitzman eventually was named lead trial counsel in

DeLorean’s California criminal case.

15. Weitzman represented DeLorean and/or Logan in civil

lawsuits through 1985.

16. Intentionally deleted.

17. Weitzman received $1.1 million from the ultimate sale

of the Pauma Valley Property.

18. In 1986, Weitzman joined the law firm of Wyman

Bautzer.

19. DeLorean hired Edward Freidberg (“Freidberg”) and

the Freidberg Law Corporation as counsel in connection with

the Wyman Bautzer action.

88a

Appendix J

20. Freidberg and his firm filed a countersuit against

Weitzman in the Wyman Bautzer action for breach of fiduciary

duties, negligence, and over payment of attorney fees.

21. In or about 1985, DeLorean testified under oath that

he would have put his head in an oven had Weitzman not

continued to provide legal services through the conclusion of

both criminal actions and that no amount of money could repay

Weitzman for saving DeLorean’s life and for the job Weitzman

performed for him.

22. Bill Simon (“Simon”) and his firm Hertzog, Calamari

and Gleason (“HC&G”) were retained in or about 1982 to defend

DeLorean and Logan.

23. DeLorean and Logan represented that they would pay

Simon’s customary hourly rate for legal services.

24. In or about October 1983, Simon and HC&G withdrew

as counsel for DeLorean and Logan in all matters for

non-payment of legal fees.

25. On or about October 20, 1983, DeLorean sent a letter

to the presiding judge in the matters handled by Simon for the

purpose of requesting that Simon not be permitted to withdraw

since, according to DeLorean, DeLorean did not have any funds

to pay for legal services at that time.

26. In or about 1984, Simon and HC&G instituted legal

proceedings against DeLorean in an attempt to collect the unpaid

balance due them in the amount of $87,556.60.

89a

Appendix J

27. DeLorean asserted a malpractice counterclaim against

Simon and HC&G which was premised on the basis that Simon

had negligently allowed DeLorean’s adversaries to obtain

personal and confidential documents located at DeLorean New

Jersey estate during Simon’s supervision.

28. Alan Greenberg (“Greenberg”) and Graubard Mollen

Dannett Horvitz and Pomerantz (“GMDH&P”) were retained

by DeLorean in connection with two tax matters.

29. On January 24, 1989, Weinberg and GMDH&P were

also retained to provide legal services in connection with the

DSQ Enforcement Action.

30. On or about January 5, 1993, the sale of the assets of

Logan was Consummated.

31. No monies were paid to Weinberg, Greenberg or their

firm from the proceeds of the sale of Logan’s assets.

32. Freidberg and his firm were paid an initial $250,000

retainer by DeLorean and Logan for the malpractice action to

be filed against Morganroth and his firm, and Weinberg,

Greenberg and their firm.

33. DeLorean and Logan never complained to Weinberg,

Greenberg or their firm that any mistakes were made by them

during any time that they provided legal services to DeLorean

and Logan.

34. On or about February 2, 1993, DeLorean and Logan

instituted malpractice claims against Morganroth and his firm

and Weinberg, Greenberg, and their firm in New York.

90a

Appendix J

35. Morganroth and his firm were not told that Logan sent

Freidberg and his firm an initial $250,000 retainer in 1990.

36. Cristina Holdings Corporation purchased art, antiques,

and furniture, some of which were then put to personal use by

DeLorean.

37. DeLorean and others sent letters through the mails in

connection with the Eureka/DMCI transaction.

38. Numerous telephone calls were made by DeLorean and

others in connection with the Eureka/DMCI transaction.

39. Pleadings, motions, and correspondence were filed with

the court and served upon opposing counsel and interested

parties through the mail in connection with Pacific’s attempt to

purchase Logan’s assets from the DMC Bankruptcy Trustee.

40. Numerous telephone calls were made by and among

DeLorean, Nesseth, and others in correction with Pacific’s

attempt to purchase Logan’s assets from the DMC Bankruptcy

Trustee.

41. DeLorean sent letters to Weitzman through the mails

in connection with unpaid legal fees and costs offer to Weitzman.

42. DeLorean and Logan caused the mails to be used on

numerous occasions in connection with legal services provided

by Weitzman to them.

43. DeLorean placed telephone calls to Weitzman in

connection with unpaid legal fees and costs owed to Weitzman.

9la

Appendix J

44. DeLorean and Logan caused the wires to be used on

numerous occasions in connection with legal services provided

by Weitzman to them.

45. Kimmerly received numerous letters from DeLorean

through the mail during the course of providing legal services.

46. Kimmerly received a $50,000 check from Cristina

Corporation through the mail.

47. DeLorean and Logan placed telephone calls to

Kimmerly in connection with legal services provided by

Kimmerly to them.

48. DeLorean sent a letter through the mail to a judge and

others in an effort to prevent Simon and his firm from

withdrawing notwithstanding the failure to pay legal fees.

49. DeLorean and Logan caused the mails to be used in

connection with the legal services provided by Simon to them.

50. DeLorean caused the mails to be used on numerous

occasions in connection with legal services provided by

Weinberg, Greenberg and their firm.

51. DeLorean and Logan caused the wires to be used on

numerous occasions in connection with legal services provided

by Morganroth and his firm to them.

52. On several occasions, including during the years 1991

to 1993, Logan’s audited financial statements state there is an

outstanding balance owed to Morganroth and his firm in the

amount of $1,408,689.26 for legal services rendered, which

amount still has not been paid.

92a

Appendix J

53. DeLorean and Logan at all times were aware that

Morganroth and his firm intended to be compensated for services

rendered to DeLorean and Logan.

54. DeLorean and Logan at all times were aware that

Morganroth and his firm intended to be reimbursed for expenses

they incurred on DeLorean’s and Logan’s behalf.

55. When Morganroth and his firm rendered legal services

to DeLorean and Logan and paid expenses on their behalf,

Morganroth and his firm did so with the expectation of being

compensated.

56. At the time of the 1987 settlement negotiations with

the DMC Bankruptcy Trustee, DeLorean had no ownership

interest in Logan and no beneficial rights.

57. At the time of the 1987 settlement negotiations with

the DMC Bankruptcy Trustee, Logan was in an irrevocable

trust with DeLorean’s ex-wife, Cristina, as a trustee.

58. At the time of the 1987 settlement negotiations with

the DMC Bankruptcy Trustee, DeLorean’s New Jersey Estate

had been noticed for foreclosure because of arrearage on

mortgage payments.

59. As a result of the 1987 settlement with the DMC

Bankruptcy Trustee, DeLorean replaced his ex-wife, Cristina,

as the chairman and sole director of Logan.

60. As a result of the 1987 settlement with the DMC

Bankruptcy Trustee, the multi-district litigation wherein

DeLorean and Logan were defendants in numerous lawsuits

USENET

93a

Appendix J

demanding damages in excess of $500 million was dismissed

and releases were granted to DeLorean and Logan.

61. In 1987, Judge Woods strongly recommended that

DeLorean settle with the DMC Bankruptcy Trustee.

62. Judge Graves also strongly recommended that

DeLorean settle with the DMC Bankruptcy Trustee.

63. At the time of the settlement with DSQ in October of

1990, DeLorean’s New Jersey Estate had been foreclosed upon

and was scheduled for foreclosure sale in late October 1990.

64. The mortgage loan from Merrill Lynch was permitted

to close and the foreclosure of DeLorean’s New Jersey Estate

was stopped and the property redeemed by virtue of the October

1990 settlement which according to its terms permitted same.

65. At the time of the 1990 DSQ settlement, the

Cooperative Board of DeLorean’s New York Cooperative

Apartment had declared DeLorean in default for having placed

liens on the proprietary lease, stock, and proceeds of the

Cooperative Apartment in violation of restrictive covenants.

66. At the time of the 1987 settlement, the Cooperative

Board of DeLorean’s New York Cooperative Apartment had

declared DeLorean in default for nonpayment of maintenance

fees and for violation of the proprietary lease, stock certificate

covenants, and agreements for having caused liens to be placed

on the Cooperative Apartment and for nonpayment of

maintenance fees and charges.

94a

Appendix J

67. Both in 1987 and 1990, the Cooperative Board of

DeLorean’s New York Cooperative Apartment demanded that

DeLorean be evicted. -

68. Logan’s December 31, 1992 financial statement stated

that Logan owed Morganroth and his firm legal fees of

$1,408,689.26.

69. DeLorean was sent written Logan reports for several

years including 1993 that stated that Logan owed Morganroth

and his firm $1,408,609.26.

70. DeLorean wrote in his published book, stated publicly

on many occasions, and testified under oath that Weitzman saved

DeLorean’s life.

71. On October 16, 1990, DeLorean wrote to the American

Arbitration Association and stated that he had four attorneys

that he had consulted with at the time of the October 11, 1990

settlement.

72. DeLorean told the American Arbitration Association

on October 16, 1990 that he had reached an agreement with the

British Government to end litigation with them.

73. In 1992, DeLorean attempted to have Arthur Anderson

hire Morganroth to defend itself in the action brought against it

by the British Government.

74. DeLorean told Morganroth in 1992 that it was

important to DeLorean for Arthur Anderson to win their case.

95a

Appendix J

75. Logan’s financial statements prepared for and approved

by DeLorean in 1992 stated that Morganroth and his firm were

owed $1,408,689.26 by Logan.

76. DeLorean requested that Morganroth render advice for

DeLorean’s benefit in connection with certain tax matters in

1992 through February 2, 1993.

77. DeLorean requested Morganroth to provide assistance

to DeLorean’s tax attorney, Mr. Elgort, in 1992 through

February 2, 1993 for DeLorean’s benefit.

78. On August 31, 1990, a summary judgment of

foreclosure was rendered by Judge Deannu in New Jersey on

DeLorean’s New Jersey Estate regarding DeLorean’s default

under the Saike mortgage on the property.

79. A mortgage foreclosure sale was set for late October

1990 on the DeLorean’s New Jersey Estate.

80. On May 6, 1986, DeLorean swore under oath that he

was in arrears on his New Jersey Estate mortgage payments and

on his New York Cooperative Apartment payments.

81. On May 6, 1986, DeLorean swore under oath that his

Detroit civil attorney, C. William Garratt, was owed $222,000.

82. In 1986, DeLorean swore under oath that his attorney,

Morganroth, had not been paid one cent.

83. On May 6, 1986, DeLorean swore under oath that his

bank balance was under $1,000 and that he had no job, no

prospects, and barely enough to pay child support.

96a

Appendix J

84. On October 3, 1990, DeLorean sent a letter through

the mail to the American Arbitration Association representing

that “I owe Mayer Morganroth $2.2 million which I am unable

to pay (he is forced to pay his own expenses to defend me), my

California attorney has sued me for $687,000 of unpaid fees,

and I am unable to pay the attorney who is defending this action.”

85. On September 5, 1990, DeLorean signed a

commitment with Lakevue Funding that stated that Morganroth

and his firm were owed $2.2 million as of that date by DeLorean.

86. In 1990, DeLorean swore under oath that Morganroth

is extremely competent.

87. In January of 1989, DeLorean’s New Jersey Estate was

appraised at $21,600,000, exclusive of the land and houses.

88. Morganroth and his firm represented Logan in the First

Security Bank loans and renewals.

89. Morganroth and his firm represented Logan and

DeLorean in the two Merrill Lynch loan transactions.

90. Morganroth and his firm represented DeLorean and

Logan in the Saike loan transaction.

91. Morganroth represented Logan in the NAC/Heller loan

extension.

92. Judge Woods restrained 834 Fifth Avenue from evicting

DeLorean because the result would impair Logan’s Court

approved settlement and the ability of Logan to perform it.

SRN TPR EHEC IE ES

97a

Appendix J

93. DeLorean’s December 31, 1989 financial statement was

submitted to Judge Gerald Rosen and to the United States

District Court by DeLorean on September 4, 1990, wherein

DeLorean indicated his gross assets were $63,525,000.

94. DeLorean’s December 31, 1989 financial statement

stated that DeLorean’s New Jersey Estate was valued at

$30,000,000.

95. DeLorean stated that Logan’s worth on December 31,

1989, inclusive of the underlying property, to be $18,000,000.

96. DeLorean made a submission to Judge Gerald Rosen

that his financial net worth as of December 31, 1989 was

$45,555,000.

97. Morganroth rendered legal services to DeLorean

regarding the DeLorean Family Trust.

98. DeLorean’s New Jersey Estate was purchased by

DeLorean pursuant to land contract.

99. During the time period of 1982 through the present,

DeLorean and/or Logan possessed, had an interest in, was

affiliated or related to the entity or individual on any of the

following savings accounts, checking accounts or commercial

accounts, and/or was a signatory of such accounts at one time

or another during such time period.

A. Account bearing the name of Cristina Corporation

at United Nations Bank, New Jersey (Account Number 260

4484);

98a

Appendix J

B. Account bearing the name Ecclesiastes at United

Nations Bank, New Jersey (Account Number 260 4977);

C. Account bearing the name DeLorean at United

Nations Bank, New Jersey (Account Number 603 9572);

D. Account bearing the name of Logan at United

Nations Bank, New Jersey (Account Number 260-4771);

E. Account bearing the name of Logan at Cache Valley

Bank;

F. Account bearing the name of Cindy L. Brady/

Cristina DeLorean at Security Savings (Account Number

503 12085000584);

G. Account bearing the name of Lamington Estates

at United Nations Bank, New Jersey (Account Number

603-682-9);

H. Account bearing the name Lamington Beef at

United Nations Bank, New Jersey (Account Number 603-683);

I. Account bearing the name Cristina Holding

Corporation at Banker’s Trust Company (Account Number

415 579 72);

J. Account bearing the name of DeLorean d/b/a

Lamington Beef at Somerset Trust Company;

K. Account bearing the name DeLorean Special

Account at Bank of Lafayette; and

99a

Appendix J

L. Account bearing the name or DeLorean at Somerset

Trust Company (Account Number 6-94611).

100. DeLorean’s December 18, 1991 Personal Financial

Statement was prepared by Frank Shaler (“Shaler”) pursuant to

DeLorean’s instructions.

— 101. DeLorean’s December 31, 1990 Personal Financial

Statement was prepared by Frank Shaler (“Shaler”) pursuant to

DeLorean’s instructions.

102. DeLorean’s November 30, 1990 Personal Financial

Statement was prepared by Frank Shaler (“Shaler”) pursuant to

DeLorean’s instructions.

103. DeLorean’s September 30, 1990 Personal Financial

Statement was prepared by Frank Shaler (“Shaler”) pursuant to

DeLorean’s instructions.

104. On October 25, 1982, DeLorean Motor Cars (“DMC’’)

voluntarily filed for bankruptcy.

105. DeLorean Motor Company Limited (“DMCL”) was

responsible for manufacturing the DeLorean sports car.

100a

APPENDIX K — PLAINTIFFS’ BRIEF IN

OPPOSITION DATED JUNE 21, 1993

UNITED STATES DISTRICT COURT

EASTERN DISTRICT OF MICHIGAN

SOUTHERN DIVISION

Case No. 93-CV-70848-DT

Hon. Anna Diggs Taylor

MORGANROTH & MORGANROTH, a Michigan general

partnership, and MAYER MORGANROTH,

Plaintiffs,

VS.

Re re Dean

JOHN Z. DELOREAN and ECCLESIASTES 9:10-11-12,

INC., a Delaware corporation (formerly known as Logan

Manufacturing), a Delaware corporation, jointly and severally,

Defendants.

MAYER MORGANROTH (P17966)

In Pro Se and on behalf of

Morganroth & Morganroth

2000 Town Center

Suite 2000

Southfield, MI 48075

(313) 355-3084

LE RRR mn PT ECS eB MOI ENN IHD

10la

Appendix K

MARE C. PIERCE (P25946)

PIERCE & PIERCE, P.C.

Attorney for Defendants

255 S. Woodward Avenue

Suite 205

Birmingham, MI 48009

(313) 647-0404

PLAINTIFFS’ BRIEF IN OPPOSITION TO MOTION TO

DISMISS OR STAY ENTIRE ACTION OR ALTERNATIVELY

TO DISMISS COUNT I FROM THE COMPLAINT IN THE

INSTANT ACTION FOR FAILURE TO STATE A CLAIM,

OR ALTERNATIVELY FOR MORE DEFINITE STATEMENT

OF COUNT I OF THE COMPLAINT IN THE INSTANT

ACTION

STATEMENT OF FACTS

On October 19, 1982, the nightmare began for John Z.

DeLorean (“JZD”) when he was busted by federal agents in

connection with his acquisition of 220 pounds of pure

Columbian cocaine valued at approximately $24,000,000.

Shock reverberated across the country as the videotape of JZD’s

bust was played over and over again on television with the

vivid scene of JZD examining the large quantity of cocaine and

remarking that the cocaine was “as good as gold.”’ Life would

never be the same for the once high flying and flamboyant JZD

who had been one of the most captivating forces in the

automobile industry and who had been adored by the public.

A disgraced JZD not only faced life in prison for major criminal

charges, but his fortune and reputation were in grave jeopardy

in light of the countless civil lawsuits that were contemplated

against him and his affiliated entities. In fact, JZD’s horror story

102a

Appendix K

took a turn for the worse on October 25, 1982 when JZD’s

motivating force, his beloved car company, filed for bankruptcy

and the car company’s British counterpart, DMCL, faced certain

doom while in receivership which had commenced in early

1982.

JZD intended to fight to remain a free man so he shopped

for attorneys to represent him in his do or die criminal trial. In

November of 1982, JZD was referred to Mayer Morganroth

(“Morganroth”) in his search for a permanent attorney. JZD

consulted with Morganroth and he retained Morganroth to

structure a defense and to provide consultation and advice with

respect to JZD’s criminal cocaine trial and certain other lawsuits

contemplated by JZD and his affiliated entities. The defense

structured by Morganroth along with his strategy and advice

with respect to JZD’s criminal cocaine trial were flawlessly

implemented by Howard Weitzman and Donald Re who had

taken on the trial duties. Miraculously, JZD was acquitted of all

charges. Although a free man, JZD’s legal troubles and

entanglements had just begun.

In mid 1983, a flood of civil cases were filed against JZD,

all of which consisted of multiple counts of fraud, embezzlement,

breach of fiduciary duties, racketeering activity, and breach of

contract allegedly committed by JZD. A myriad of parties sought

hundreds of millions of dollars from JZD and in many instances

$100,000,000 per count in multiple count lawsuits, most of

which were filed in Detroit. In addition, JZD’s snow grooming

company, Logan Manufacturing Company (“Logan”), whose

name was subsequently changed to Ecclesiastes, was joined as

a defendant in some of the lawsuits as well. Making matters

worse, JZD’s wife, Cristina, broke JZD’s heart when she filed

for divorce, and the board of JZD’s prestigious Co-op took

103a

Appendix K

steps to evict JZD. A devastated and emotionaily broken JZD

turned to Morganroth to provide consultation, advice, and

strategy with respect to the multitude of cases, and emotional

support with respect to JZD’s legal troubles and the loss of the

love of his life, Cristina. JZD was so impressed with

Morganroth’s legal advice that he instructed Morganroth to take

over all legal matters for JZD and Logan as of 1985.

Although Morganroth made serious inroads in the civil

defense of JZD and Logan and successfully warded off the

offensives taken by the plaintiffs in the multitude of cases, JZD

suffered a serious blow in 1986 when he was indicted in Detroit

for multiple counts of tax fraud and racketeering activity. Again

facing serious criminal charges, JZD turned to Morganroth along

with Weitzman to save his skin. JZD requested Morganroth to

act as co-counsel to structure and quarterback the defense. Again,

Morganroth’s strategy and defense were successful and this time

Morganroth uncovered the key evidence that changed the course

of the trial. JZD was acquitted of all charges once again.

Nevertheless, JZD’s and Logan’s continuing legal troubles

and entanglements were so cumbersome and enormous that

Morganroth was forced to turn away and reject numerous other

clients in order to devote necessary time and energy to solving

crisis after crisis for them. In fact, Morganroth worked day and

night, during every legal and religious holiday, vacations,

weekends, at the office, at home, while driving in his

automobile, and even while he was receiving treatment in the

hospital in an effort to save JZD and Logan

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Opposition Brief — DeLorean v. Morganroth · 523 U.S. 1094 | Frix