Pettine, et al vs. Ginger Quill Ranch Update
November 10, 2023, email to Stockholders
Pettine, et al vs. Ginger Quill Ranch Update
On October 5, 2023, the Court held oral arguments on the parties’ respective cross-motions for summary judgment. At the beginning of the hearing, the Judge pointed out two issues/questions that were potential problems in ruling on the motions for summary judgment. 1.) There was no signed License Agreement in the record, and 2.) He asked, should the other shareholders be joined in the lawsuit?
The Court issued a written Order Following the Hearing. In the Court’s Order the judge stated that the motions for summary judgment are not properly postured or supported by the record to permit additional review, because among other things, the motions are not supported by the proffer of any signed, authenticated, or admissible “License Agreements.” The judge further stated that the parties indicated that perhaps a stipulation could be reached as to a “controlling” and “operative” document(s). The judge went on to say, any such written stipulation must state that “it is binding on all parties for all purposes in the case overall and as to any and all issues framed, explicitly or implicitly, as to any claim, defense, counterclaim, counterclaim defense, or otherwise.”
The Plaintiffs requested that the Defendants stipulate to several License Agreements that they provided as signed, authenticated, admissible, and controlling and operative documents. However, the documents/License Agreements provided by the Plaintiffs were not all the same document, a number of them were not signed by the Corporation, and were not in existence when the Plaintiffs built their cabins. Stipulating that the License Agreements submitted by the Plaintiffs were signed, authenticated, admissible, controlling and operative would be false. Agreeing that these License Agreements are binding on all parties for all purposes in the case overall and as to any and all issues, would preclude the Defendants from raising any potential defenses, because of defects in the Plaintiffs’ License Agreements. Therefore, the Defendants were unable to stipulate to the Plaintiffs’ License Agreements as being controlling and operative.
The judge further stated in his October 5, 2023, Order that during oral arguments, the Court inquired about whether additional shareholders who may have an interest in the outcome of this case should or must be joined. The Court invited the parties to submit briefs on the issue of joinder. Both sides submitted briefs to the Court stating that all the shareholders must be joined in the litigation.
In their brief the Plaintiffs requested that the Corporation bear the burden and the cost of joining all the additional shareholders. The Colorado Rules of Civil Procedure place the burden of service of process on the Plaintiffs in litigation not on the Defendants. The Corporation takes the position that the Court should not allow the Plaintiffs to shift this costly burden from themselves to the shareholders. In addition, the Corporation argues that it is the Plaintiffs who by seeking a change, by reinterpretation, of the License Agreements, while the Corporation must defend what already exists and what each shareholder has signed, several versions on multiple times. Since the Corporation is defending the status quo, no legal need has been created by the Corporation to cause any additional shareholders to be named and included in this lawsuit.
When the Corporation was initially served with the Plaintiffs’ lawsuit, counsel for the Corporation filed a Motion to Dismiss the action on the basis that the claims brought by the, then 7, shareholders cannot be brought in their individual capacities, but rather that the claims they were asserting can only be brought by the Corporation as a derivative action. This would have provided all the shareholders the opportunity to determine for themselves, if they wanted to be part of any lawsuit. The Judge denied the Motion to Dismiss, but now agrees that all the shareholders in the Corporation could be affected by the outcome of this lawsuit.
Remember it is the Plaintiffs (Pettines, Massey, Hess, Harpold, Billings, Spotts, Bender and Hass) who brought this lawsuit against the Ginger Quill Ranch Corporation, which is owned and operated by all of us. It is the Plaintiffs who seek to change the License Agreement by asking the Court to declare that they have a 50-year lease for their one-acre site. The Plaintiffs claim the reason they filed their lawsuit is because of the Board resolutions passed on September 7, 2021; however, the Board has repeatedly offered to rescind those resolutions, if the Plaintiffs will dismiss their lawsuit against the ranch. The Plaintiffs have rejected this offer and instead insist that the only leverage they have against the shareholders is the cost of this litigation, therefore they will not dismiss their lawsuit. This small minority of shareholders continue to demand something that the Board does not have the authority to give them.
Additionally, the Plaintiffs have filed a Motion to Compel Mediation before joinder of the additional shareholders. While the Corporation welcomes mediation, mediation cannot happen before joinder. The Court and the parties have stated that all the shareholders should be joined in the action so that their interests are represented. How can all shareholders' interests be represented in mediation if they are not part of the mediation?
The Plaintiffs’ lawsuit will now include all shareholders. The Board, as well as the Corporation’s attorney, has already been made aware of other non-Defendant shareholders who may bring claims against some of the individual Plaintiffs. These shareholders may retain their own counsel or retain the Corporation’s counsel for themselves.
The lawsuit brought by these 8 shareholders has come at a tremendous cost to all of us. This cost includes the completely unnecessary financial burden on the ranch and all of us, the time and effort expended in dealing with their claims, the stress and discord created by their demands, as well as their aggressive and offensive personal attacks on Board members as well as other shareholders.
If you have any questions about the litigation, please reach out to one of the Board members personally, by email or phone.
Chip Bates, President
831-229-3655
Chad Cox, Vice President
303-594-7890
Doug Antczak
607-227-0094
Adam Jaspers
970-231-8632
Betty Stewart
Secretary/Treasurer
970-224-9160