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VAN AMBURG LAW FIRM, P .L.L.C.

145 s. Sixth Ave. TUCSON, ARIZONA 85719 TELEPHONE: (520) 323-4559 FACSIM:ll..E: (520) 323-4595

NOAH J. VAN AMBURG, ATIORNEY

SB NO. 022737/

pee

# 65784

FOR PLAINTIFF(S)

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NJV@AZBAR.ORG

IN THE SUPERIOR COURT OF THE STATE OF ARIZONA IN AND FOR THE COUNTY OF PIMA ROY WARDEN, Plaintiff, vs. BETTE GLOVER, individually; GEORGE GLOVER, individually; and RATHBUN PROPERTY MANAGEMENT, INC., an Arizona corporation, Defendants. COMPLAINT (Preliminary Injunction; Successor Liability; Breach of the Uniform Fraudulent Transfer Act; Arizona RICO; Punitive Damages) NO:

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Assigned to:

Charles Harrington

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COMES NOW Plaintiff, Roy Warden, by and through undersigned counsel, and hereby alleges as follows: FACTS l. 2. 3. Plaintiff Roy Warden is a resident of Pima County, Arizona. Bette Glover and George Glover and are residents of Pima County, Arizona. Rathbun Realty, Inc. is a corporation organized under the laws of Arizona with a principal

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place of business located at 5650 E. 22nd Street, Tucson Arizona, in Pima County, Arizona. 4. Rathbun Property Management, Inc. is a corporation organized under the laws of Arizona with

a principal place of business located at 5650 E. 22nd Street, Tucson Arizona, in Pima County, Arizona. 5. Bette Glover and George Glover have been at all relevant times shareholders of Rathbun

Realty, Inc.

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6.

Bette Glover and George Glover have been at all relevant times shareholders of Rathbun

Property Management, Inc.

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7.

Bette Glover and George Glover have been at all relevant times a married couple under the

laws of Arizona.

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8.

In 2006, the Arizona Department of Real Estate investigated Rathbun Realty, Inc. for trust

account violations.

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9.

The Arizona Department of Real Estate determined that Bette Glover had commingled and

converted money that belonged to others, and concluded that Bette Glover "is not a person of honesty, truthfulness and good character." 10. The Arizona Department of Real Estate revoked Bette Glover's Real Estate Broker's License

in 2006. 11. On May 3, 2012, Plaintiff Roy Warden obtained a judgment in Pima County Superior Court

Case C20095747 against Rathbun Realty, Inc. in the amount of $112,889.00 plus accruing interest (the "Warden Judgment"). 12. On or after May 11,2012, the Rathbun Realty, Inc. attorney Adam Weisman extended an oral

offer to settle the Warden Judgment for a fraction of the judgment amount. 13. On or about May 14, 2012, the name "Rathbun Property Management, Inc." was reserved on

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an expedited basis with the Arizona Corporation Commission by or on behalf of George Glover. 14. On or about May 17, 2012, the Rathbun Realty, Inc. attorney Adam Weisman informed Roy

Warden's legal counsel in writing of the following: (1) That Rathbun Realty, Inc.'s representatives had met with bankruptcy attorney Daniel J. Rylander, and that Rathbun Realty, Inc.' s prospects in bankruptcy or dissolution were favorable; and (2) that there was now a deadline on Rathbun Realty, Inc.' s offer to settle the judgment owed to Plaintiff Roy Warden for a fraction of the judgment amount. 15. 16. Plaintiff Roy Warden rejected Rathbun Realty, Inc.' soffer. On or about May 18, 2012 Rathbun Property Management, Inc. was incorporated with the

Arizona Corporation Commission by Bette Glover and George Glover, with its principal place of business located at 5650 E. 22nd Street, in Tucson, Arizona. 2

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On or about June 22, 2012, the Arizona Department of Real Estate issued a real estate broker's

license to Rathbun Property Management, Inc. 18. 19. Rathbun Realty, Inc. and Rathbun Property Management, Inc. operated simultaneously. Rathbun Property Management, Inc. is substantially the same as Rathbun Realty, Inc., as

evidenced by the following: a. The Rathbun Property Management, Inc. website was virtually the same as the Rathbun Realty, Inc. website; b. Rathbun Property Management, Inc. operated out of the same office located at 5650 E. 22nd Street, Tucson Arizona as Rathbun Realty, Inc.; c. d. e. f. The two companies provided the same services to the same clients; The two companies employed the same employees; The two companies had the same shareholders; The shareholders of the two companies continued to refer to themselves publicly as the "owners" of one company. g. A Cease and Desist Order issued by the Arizona Department of Real Estate on September 4, 2012, was issued to both companies for the single set of violations

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17 18 19 20 21 22 23 24 25 26 27 28 3 k. i. h. Rathbun Property Management, Inc. managed properties pursuant to contracts that were formed between property owners and Rathbun Realty, Inc. Rathbun Property Management, Inc. accepted and transferred payments that were contractually due to Rathbun Realty, Inc. pursuant to contracts that were formed between property owners and Rathbun Realty, Inc.

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Rathbun Property Management, Inc. made payments by issuing checks out of Rathbun Realty, Inc. bank accounts. Rathbun Property Management, Inc. entered into assignment agreements in which (1) Rathbun Property Management, Inc. assigned Rathbun Realty, Inc. rights to Sample Realty Investment & Trust Co. and (2) Rathbun Property Management, Inc.

acknowledged that Rathbun Property Management, Inc. was bound by Rathbun Realty, Inc. obligations. 20. On July 21, 2012, Rathbun Realty, Inc. failed to file its required annual report and was no

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longer in good standing with the Arizona Corporation Commission. 21. On August 1, 2012, the Arizona Department of Real Estate attempted unsuccessfully to audit

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Rathbun Realty, Inc.

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22.

Cassandra King aka Cassandra Arnold was a Rathbun Realty, Inc. officer, and the Rathbun

Realty, Inc. director since at least 2007. 23. On August 23, 2012, while both an officer and the sole director of Rathbun Realty, Inc.,

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Cassandra King issued a press release through her attorney revealing that "[i]n order to avoid the consequences of the [Warden] judgment, a new business was formed, Rathbun Property Management,
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Inc....

In so doing, Rathbun is hiding assets and deposits, and diverting funds from the previous

accounts." 24. On August 24,2012, Bette Glover and George Glover sent an e-mail to Rathbun Realty, Inc.

landlords stating the following: "Starting September 1st, 2012, we will be starting 'anew' .... " 25. On or about September 4,2012, the Arizona Department of Real Estate issued a Cease and

-.-. -[1 "Desist

UrdertoRatholiiiReafty,mc.-

and R.atnbunPiopertYMilnagement, Ii:i.-_

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26.

Within three months of the filing date of this Complaint, Bette Glover has asked tenants of

properties managed pursuant to contracts with Rathbun Realty, Inc. to make rent payments directly to her or an entity other than Rathbun Realty, Inc. or Rathbun Property Management, Inc. 27. Since the date that the Cease and Desist Order was issued on September 4, 2012, Bette Glover

has asked Rathbun Realty, Inc. tenants to make rent payments directly to her in violation of the Cease and Desist Order. 28. A supplemental proceeding in Pima County Superior Court Case C20095747 was scheduled

to take place by court order on Monday, September 24, 2012 at 8:30 a.m. regarding the Warden Judgment. 29. On September 17, 2012, Rathbun Realty, Inc. attorney Adam Weisman informed Roy

Warden's legal counsel that Bette Glover would appear at the September 24,2012 hearing, that she 4


1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 would have Rathbun Property, Inc. asset information, and that she could be asked questions about hiding assets. 30. On September 20,2012, Bette Glover filed an OfficerlDirector/Shareholder Change form with

the Arizona Corporation Commission removing Cassandra King from her position of officer and director, and naming Bette Glover as the director of Rathbun Realty, Inc. 31. On September 20,2012 Bette Glover filed an OfficerlDirector/Shareholder Change form with

the Arizona Corporation Commission removing Cassandra King from her position of director, and naming Bette Glover as an officer and one of two the directors (with George Glover) of Rathbun Property Management, Inc. 32. On the afternoon of Friday, September 21, 2012, the Rathbun Realty, Inc. attorney Adam

Weisman sent an e-mail to undersigned counsel with an attached Notice of Chapter 7 Bankruptcy for

Rathbun Realty, Inc. 33. Neither Bette Glover, nor attorney Adam Weisman, nor any other representative of Rathbun

Realty, Inc. appeared in court on Monday morning, September 24,2012. 34. Bette Glover and George Glover incorporated Rathbun Property Management, Inc. for the

purpose of escaping the Warden Judgment liability.

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:ReciftY~Inc. -to1~.atiibiin-- -

Property Management, Inc., and have otherwise transferred and converted Rathbun Realty, Inc. assets for their own financial gain. 36. Bette Glover and George Glover have committed acts which constitute theft, schemes to

defraud, and defrauding judgment creditors, among other things. COUNT I - SUCCESSOR LIABILITY (CONTINUATION) Rathbun Property Management, Inc. is a mere continuation or reincarnation of Rathbun Realty,

Inc. and as such is liable for the Warden Judgment pursuant to the common law theory of successor liability. COUNT II - SUCCESSOR LIABILITY (FRAUDULENT PURPOSES) Rathbun Property Management, Inc. was incorporated by shareholders Bette Glover and

George Glover forthe fraudulent purpose of escaping the Warden Judgment liability, and accordingly, 5

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Rathbun Property Management, Inc. is liable for the Warden Judgment, Bette Glover is individually liable for the Warden Judgment, and George Glover is individually liable for the Warden Judgment pursuant to the common law theory of successor liability. COUNT III - BREACH OF THE UNIFORM FRAUDULENT TRANSFER ACT (A.R.S. 44-1001 et seq.) 39. The transfer of assets from Rathbun Realty, Inc. to Rathbun Property Management, Inc. and/or

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other accounts was without the receipt of reasonably equivalent value, and Rathbun Realty, Inc. 7 became insolvent as a result of the transfer, making Rathbun Property Management, Inc. liable for the 8 Warden Judgment pursuant to the Uniform Fraudulent Transfer Act. 9 COUNT IV - ARIZONA RICO CLAIM (A.R.S. 13-2301 et seq.) 10 40. 11 foreseeable injury to Plaintiff Roy Warden, and those the acts were performed for financial gain, are 12 enumerated in A.R.S. 13-2301(D)(4), and are chargeable and punishable in accordance with the 13 requirements of the statute. 14 41. 15 for judgment creditor Roy Warden's damages, as well as treble damages, costs and reasonable 16 . attomeysfeespursuantjostajute 17 COUNT V - PUNITIVE DAMAGES 18 42. 19 an evil mind, entitling Plaintiff to punitive damages. 20 COUNT VI - PRELIMINARY INJUNCTION 21 43. 22 encumbering, or disposing of their real property pursuant to common law. 23 44. 24 encumbering, or disposing of their real property pursuant to A.R.S. 13-2314.04(B). 25 45. Plaintiff is entitled to a preliminary injunction order prohibiting Defendants from transferring, Plaintiff is entitled to a preliminary injunction order prohibiting Defendants from transferring, Plaintiff is entitled to a preliminary injunction order prohibiting Defendants from transferring, The actions of Defendants Bette Glover and George Glover evidence an evil hand guided by .. _ . By engaging in a pattern of racketeering, Bette Glover and George Glover are personally liable Bette Glover and George Glover engaged in a pattern of acts that caused reasonably

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encumbering, or disposing of their real property pursuant to A.R.S. 44-1007(A)(4). 27

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WHEREFORE, Plaintiff demands judgment against Rathbun Property Management, Inc., Bette Glover individually, and George Glover individually, in satisfaction of the Warden Judgment, together with costs of this action, interest allowed by law, treble damages, reasonable attorney fees, punitive damages, preliminary injunctive relief, pre-judgment and post-judgment interest, and such further relief as this Court deems just and proper and allowed by law. DATED this

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day of October, 2012. VAN AMBURG LAW FIRM, e.-L.L.C.

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A.R.S. 13-2314.04(H) ATTORNEY VERIFICATION I have carefully read the foregoing Complaint, and based upon a reasonable inquiry, believe that it is well grounded in fact, that it is warranted by existing law, and that it is not made for any bad faith, wanton, improper or oppressive reason, including to harass, to cause unnecessary delay, to impose a needless increase in the cost oflitigation, or to force an unjust settlement through the serious character of the averment.

A.R.S. 13-2314.04(H) JURISDICTIONAL 21 22 23 24 25

CERTIFICATION

A copy of this Complaint along with aN otice will be filed with the Attorney General within 30 days of the filing date of this pleading. The Notice shall identify the action, the person, and undersigned counsel accordingly.

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