Mason Amended Complaint

Case 1:15-cv-02481-WSD Document 19 Filed 07/17/15 Page 1 of 96
IN THE UNITED STATES DISTRICT COURT

FOR THE NORTHERN DISTRICT OF GEORGIA
ATLANTA DIVISION
EDGEFIELD HOLDINGS, LLC,
)
)
PLAINTIFF,
)
)
vs.
)
)
ANNETTE MASON, individually and as )
trustee, JAMIE MASON HAMIL,
)
K. W. MASON COMPANY, INC.,
)
LONE PINE, INC., MASON CAPITAL, )
LLC, and THE MASON FAMILY
)
TRUST,
)
)
DEFENDANTS.
)
___________________________________ )
CIVIL ACTION
NO. 1:15-CV-02481-WSD
FIRST AMENDED COMPLAINT FOR

AVOIDANCE OF FRAUDULENT TRANSFERS
Plaintiff Edgefield Holdings, LLC (Plaintiff), by its attorneys, asserts this
First Amended Complaint against Defendants Annette Mason, individually and as
trustee (Annette), Jamie Mason Hamil (Jamie), K. W. Mason Company, Inc.
(as trustee for The Mason Family Trust) (K. W. Mason), Lone Pine, Inc. (Lone
Pine), Mason Capital, LLC (Mason Capital), and The Mason Family Trust
(Trust) (collectively, Defendants), and alleges as follows:
20437084v.4
NATURE OF ACTION
1.
Plaintiff bring this action, pursuant to the Uniform Fraudulent
Transfers Act, as enacted in Georgia in O.C.G.A. 18-2-70 et seq. (the UFTA),

and the common law of the State of Georgia, for the recovery of approximately
$137 million in securities, cash, corporate interests, and real estate holdings
fraudulently transferred from judgment debtor Wayne H. Mason (Wayne) to (a)
his wife Annette, (b) his daughter Jamie, (c) Lone Pine (an insider of Wayne who
owns 100% of Lone Pine), (d) Mason Capital (an insider of Wayne, who is a
member of Mason Capital), and (e) K.W. Mason, as trustee, and Trust (an insider
of Wayne benefitting Waynes family).
2.
Beginning in 2007 and until August 2009, Wayne transferred to
accounts held by Annette and Jamie at Merrill Lynch, Pierce, Fenner & Smith,
Incorporated (Merrill Lynch): (1) over 1.7 million in shares of securities (the
Securities), which were originally valued at approximately $19.3 million; and
(2) approximately $2.9 million in cash (the Cash) (collectively, the
Cash/Securities Transfers). All told, these Cash/Securities Transfers, at the time
of receipt by Annette and Jamie, totaled approximately $22 million.
3.
Additionally, beginning in 2005 and through 2008, Wayne transferred
the following real estate-related assets (the Real Estate Assets): (a) his 75% of
2
20437084v.4
his interests in the Beltline Properties (as defined infra) to Mason Capital, resulting
in the ultimate transfer of approximately $37,800,000 in cash proceeds, (b) his
20.639233% interests in Madison Ventures, Ltd. (Madison Ventures) and its real
estate holdings to KW Mason and Trust, resulting in the ultimate transfer of real
property assets valued at approximately $11,600,000, and (c) certain real estate
holdings with an aggregate value of approximately $65,000,000 to Mason Capital
and Lone Pine (collectively, the Real Estate Transfers; together with the
Cash/Securities Transfers, the Transfers). All told, Wayne transferred over $100
million in Real Estate Transfers and approximately $137 million in total Transfers
to Defendants.
4.
Wayne made the Transfers with actual intent to hinder, delay, or
defraud his present and future creditors, such as Plaintiff. More specifically,
Wayne made the Transfers even though: (1) he reported the Cash, the Securities,
and the Real Estate Assets to his lendersincluding the predecessors-in-interest to
Plaintiffto support them lending hundreds of millions of dollars to him and his
various business entities; (2) his lenders relied upon his personal guaranty, his
alleged assets, and alleged net worth in making these loans (almost all of which he
guaranteed); and (3) he made such Transfers during the beginning of and
throughout the Great Recession, at a time when all assets (including the real estate
3
20437084v.4
projects that were funded by the loans he personally guaranteed) were decreasing
rapidly in value.
5.
Additionally, Wayne made the Transfers without receiving fair
consideration (or any consideration, for that matter) at a time when Wayne was
insolvent or was thereby rendered insolvent. As a result, Plaintiff is entitled to
recover the Transfers, as well as post-judgment interest (as applicable) and its
reasonable attorneys fees, pursuant to the UFTA, as well as the common law of
the State of Georgia.
6.
Plaintiff, as the successor in interest to FDIC and pursuant to the
October 2014 Judgment and the counts described below, seeks to recover the
Transfers as follows: (a) statutory fraudulent transfer (actual intent) [Counts II,
VII, XII, and XVII], (b) statutory fraudulent transfer (insufficient remaining assets)
[Counts III, VIII, XIII, and XVIII], (c) statutory fraudulent transfer (insolvency)
[Counts IV, IX, XIV, and XIX], (d) statutory fraudulent transfer (insider) [Counts
V, X, XV, and XX], (e) common law fraudulent transfer (action at law) [Count
XXII], and (f) common law fraudulent transfer (action in equity) [Count XXIV].
7.
Plaintiff, pursuant to the June 2014 Judgment and the counts
described below, seeks to recover the Transfers as follows: (a) statutory fraudulent
transfer (actual intent) [Counts I, VI, XI, and XVI], (b) common law fraudulent
4
20437084v.4
transfer (action at law) [Count XXI], and (c) common law fraudulent transfer
(action in equity) [Count XXIII].
THE PARTIES
8.
Plaintiff is a Delaware limited liability company. Plaintiffs sole
member is Rialto Capital Advisors, LLC, a Delaware limited liability company

whose sole member is Rialto Capital Management LLC. Rialto Capital
Management, LLC is a Delaware limited liability company whose sole member is
Rialto Holdings, LLC. Rialto Holdings, LLC is a Delaware limited liability
company whose sole member is Lennar Corporation, a Delaware corporation with
its principal place of business in Miami, Florida.
9.
Plaintiff is a citizen of the States of Delaware and Florida for purposes
of establishing diversity jurisdiction in accordance with 28 U.S.C. 1332.

10.
Annette is an individual whose domicile is located at 2096 Oak Road,
Snellville, Georgia 30078.

11.
At all times relevant hereto, Annette was the wife of Wayne and, thus,
an insider with respect to Wayne.

12.
Pursuant to 28 U.S.C. 1348, Annette is a citizen of the State of
Georgia for purposes of establishing diversity jurisdiction in accordance with 28

U.S.C. 1332.
5
20437084v.4
13.
Jamie is an individual whose domicile is located at 1405 Carrington
Court, Lawrenceville, Georgia 30044.

14.
At all times relevant hereto, Jamie was the daughter of Wayne and,
thus, an insider with respect to Wayne.

15.
Pursuant to 28 U.S.C. 1348, Jamie is a citizen of the State of
Georgia for purposes of establishing diversity jurisdiction in accordance with 28

U.S.C. 1332.
16.
K.W. Mason is a corporation formed under the laws of the State of
Nevada. On information and belief, the principals of K. W. Mason are as follows:

Joshua C. Miller, President; Keith W. Mason (Keith), Treasurer and Director;
Monte L. Miller, Secretary; and David Hanna, Director. K.W. Mason may be
served with process care of Fennemore Craig, P.C., 300 S. Fourth Street, Suite
1400, Las Vegas, Nevada 89101.
17.
Upon information and belief, K.W. Mason is an insider with respect to
Wayne because his son Keith is a principal and officer of K.W. Mason.
18.
K.W. Mason is a citizen of the State of Nevada for purposes of
establishing diversity jurisdiction in accordance with 28 U.S.C. 1332.

19.
Lone Pine is a Georgia corporation with its principal place of business
located at 1960 Satellite Boulevard, Suite 3000, Duluth, Georgia 30097. Lone
6
20437084v.4
Pine may be served with process care of Thomas J. Andersen at 1960 Satellite
Boulevard, Suite 4000, Duluth, Georgia 30097.
20.
Lone Pine is an insider with respect to Wayne.
21.
Lone Pine is a citizen of the State of Georgia for purposes of

22.
Mason Capital is a Georgia limited liability company with its
principal place of business located at 1960 Satellite Boulevard, Suite 3000, Duluth,
Georgia 30097. Mason Capital may be served with process care of Brad Carr
(registered agent) at 1960 Satellite Boulevard, Suite 4000, Duluth, Georgia 30097.
23.
Upon information and belief, Wayne is a manager, member or owner
of Mason Capital, and therefore, Mason Capital is an insider with respect to

Wayne.
24.
Mason Capital is a citizen of the State of Georgia for purposes of

25.
Trust is a trust formed under the law of the State of Nevada. The
Trust may be served with process care of Fennemore Craig, P.C., 300 S. Fourth
Street, Suite 1400, Las Vegas, Nevada 89101.
7
20437084v.4
26.
Upon information and belief, the Trust is an insider with respect to
Wayne because the Trust benefits Waynes relatives and his son Keith is a
principal of the trustee for the Trust.
27.
Trust is a citizen of the State of Nevada for purposes of establishing
diversity jurisdiction in accordance with 28 U.S.C. 1332.

VENUE AND JURISDICTION
28.
This Court has jurisdiction over this action pursuant to 28 U.S.C.
1332(a)(1), as: (a) the matter in controversy exceeds the sum of $75,000,
exclusive of interest and costs; and (b) Plaintiff is diverse in citizenship from each
of Defendants.
29.
Venue over all Defendants is proper in this District pursuant to 28
U.S.C. 1391(b)(1) as numerous Defendants are located in counties located within

in this District.
30.
U.S.C. 1391(b)(2), as a substantial part of the events giving rise to the claims
occurred in this District.
31.
U.S.C. 1391(b)(2), as a substantial part of the property that is the subject of this
action was and is situated in this District.
8
20437084v.4
RELEVANT FACTS
June 2014 Judgment Against Wayne
32.
On June 11, 2014, Great Oak Pool I, LLC (Great Oak) obtained a
judgment (the June 2014 Judgment) against Wayne in the State Court of Liberty
County, State of Georgia in the total amount of $1,009,617.12. The June 2014
Judgment was not entered as a result of default based upon non-appearance or
confession of judgment.
33.
On or about April 17, 2015, Plaintiff purchased the June 2014
Judgment from Great Oak. In connection with such purchase, Great Oak executed
and delivered to Plaintiff, among other things, an Assignment of Judgment.
34.
Great Oak is the successor-in-interest to United Community Bank
with respect to its claims against Wayne.

October 2014 Judgment Against Wayne
35.
On October 16, 2014, First Citizens Bank and Trust Company (First
Citizens) obtained a judgment (the October 2014 Judgment) against Wayne in

the State Court of Gwinnett County, State of Georgia in the total amount of
$5,000,000. The October 2014 Judgment was not entered as a result of default
based upon non-appearance or confession of judgment.
9
20437084v.4
36.
On or about April 30, 2015, Plaintiff purchased the October 2014
Judgment from First Citizens. In connection with such purchase, First Citizens
executed and delivered to Plaintiff, among other things, an Assignment of
Judgment.
With Respect To The October 2014 Judgment, Plaintiff Is A Successor-ininterest To FDIC
37.
On Friday, September 25, 2009, the Georgia Department of Banking
and Finance closed Georgian Bank, and the Federal Deposit Insurance Corporation
(FDIC) was named Receiver.
38.
On September 25, 2009, FDIC, as receiver, transferred substantially
all of the loans of Georgian Bank to First Citizens.

39.
As a result of and in connection with such transfer, FDIC transferred a
guaranty made by Wayne in favor of Georgian Bank to First Citizens. Wayne

made such guaranty in favor of First Citizens in connection with loan facilities
made by Georgian Bank to, inter alia, Parkway Associates, LLC, St. Andrews
Partners, LLC, MV Capital, LLC, Chestatee Partners, LLC, and Madison Ventures.
40.
As a result of the assignment of the October 2014 Judgment by First
Citizens to Plaintiff, Plaintiff is a successor-in-interest to FDIC.
10
20437084v.4
41.
Pursuant to 12 U.S.C. 1821(d)(14)(B), FDICs right to bring a claim
for, inter alia, fraudulent transfers under the UFTA and Georgia common law,
began to run anew as of September 25, 2009.
42.
Pursuant to 12 U.S.C. 1821(d)(14)(A), the deadline to bring a claim
seeking to recover fraudulent transfers is September 25, 2015, which is six years
from September 25, 2009.
43.
As a successor-in-interest to FDIC, Plaintiff is entitled to apply the
extended limitations period provided for in 12 U.S.C. 1821(d)(14) with respect to

its efforts to recover on the October 2014 Judgment.
The Judgments Remain Unpaid
44.
The June 2014 Judgment and the October 2014 Judgment (together,
the Judgments) remain unsatisfied in whole, and the total amount of

$6,009,617.12 remains unpaid. Enforcement of the Judgments has not been
stayed, nor are the Judgments the subject of any pending appeal.
Waynes Extensive Loan Obligations And Personal Guaranties
45.
Wayne, a one-time prominent real estate developer and investor,
personally guaranteed hundreds of millions of dollars in loan obligations to

numerous financial institutions.
11
20437084v.4
46.
In connection with his personal guaranties, Wayne reported the
Securities, Cash and Real Estate Assets to the lenders in order to induce those
lenders to loan hundreds of millions of dollars to him and his various business
entities.
47.
Waynes various lenders relied upon his personal guaranties, his
alleged assets, including investments in securities included on his personal

financial statements, and his alleged net worth.
48.
Notwithstanding his personal guaranties, Wayne set forth on a
purposeful scheme to transfer substantial assets to his family members and related
entities over which Wayne retains control in an effort to conceal and protect those
assets from his legitimate creditors.
Waynes Cash/Securities Transfers To Annette And Jamie
49.
Beginning in 2007 and until August 2009, and notwithstanding his
substantial debts to the lenders referenced above, Wayne transferred to Annette

and Jamie the Securities and the Cash. The Cash/Securities Transfers that are the
subject of this action include the following:
12
20437084v.4
Para.
No.
Transfer Date
12/12/2007
3/28/2008
6/23/2008
1/29/2009
5/4/2009
5/4/2009
5/4/2009
5/4/2009
5/5/2009
5/6/2009
5/6/2009
6/25/2009
6/25/2009
8/5/2009
49(a)
49(b)
49(c)
49(d)
49(e)
49(f)
49(g)
49(h)
49(i)
49(j)
49(k)
49(l)
49(m)
49(n)
50.
Transferee
Account
Securities/Cash
Transferee
No. (-xxxx)
Transferred1
Annette/Trustee
-1786
UCBI
Jamie
-2832
CCRT (now ATLC)
Annette/Trustee
-2954
UCBI
Annette/Trustee
-6729
BAC
Annette
-6797
BAC
Annette
-6797
UPS
Annette
-6797
AEPGX
Annette
-6797
Cash
Annette
-6797
Cash
Annette
-6797
BAC
Annette
-6797
Cash
Annette
-6797
BAC
Annette
-6797
Cash
Annette
-6797
BAC
TOTAL
Value of
Securities/Cash
on Transfer
Date
$7,305,853.13
$80,800.00
$738,838.80
$3,497,124.00
$5,771,280.00
$21,648.00
$4,380.60
$224,625.97
$2,660,000.00
$549,000.00
$153.66
$351,678.60
$8,952.15
$970,261.74
$22,184,596.65
Based on the foregoing, Wayne made each and every one of the
Cash/Securities Transfers between December 12, 2007 and August 5, 2009, as

follows: (i) transfer of Securities to Annette (as Trustee) on December 12, 2007;
(ii) transfer of Securities to Jamie on March 28, 2008; (iii) transfer of Securities to
Annette (as Trustee) on June 23, 2008; (iv) transfer of Securities to Annette (as
Trustee) on January 29, 2009; (v) multiple transfers of Securities and Cash to
Each publicly-traded security is listed by its abbreviation on the New York Stock
Exchange.
13
20437084v.4
Annette (individually) on May 4, 2009; (vi) transfer of Cash to Annette

(individually) on May 5, 2009; (vii) transfers of Cash and Securities to Annette
(individually) on May 6, 2009; (vii) transfers of Cash and Securities to Annette
(individually) on June 25, 2009; and (ix) transfer of Securities to Annette
(individually) on August 5, 2009.
51.
Wayne transferred the Securities and Cash from accounts held in his
name at Merrill Lynch into accounts held in Annettes and Jamies names at
Merrill Lynch.
52.
Following its acquisition of the Judgments in April 2015, Plaintiff
discovered the Cash/Securities Transfers in the course of its investigation of

Waynes assets. On information and belief, neither Wayne nor any of Defendants
disclosed the Cash/Securities Transfers to any predecessors of Plaintiff or any of
their agents or representatives.
Waynes Real Estate Transfers to the Trust
53.
In or about August 2007, following his realization of an impending
real estate crisis that would become the Great Recession, and in anticipation and
preparation for the various loan defaults that would ensue, Wayne formed Trust.
Waynes son Keith is a principal of Trust.
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20437084v.4
54.
Following Trusts formation, no earlier than August 10, 2007, and no
later than December 31, 2007, Wayne transferred approximately 20.639233% of

his ownership interests in Madison Ventures to Trust (the Trust Transfers).
55.
Madison Ventures is a Georgia corporation with its principal place of
business in the State of Georgia. Wayne is the CEO and CFO of Madison
Ventures.
56.
The value as of 2007 of this interest in Madison Ventures, based upon
Waynes own personal financial statements used by Wayne to induce lenders to

extend credit to Wayne and his entities, was approximately $11,600,000.
57.
On account of Waynes transfer to Trust, for which transfer Wayne
received no value (let alone reasonably equivalent value), Trust received a value of
approximately $11,600,000funds that could and should have been used to repay
Waynes substantial creditors.
58.
discovered these specific Real Estate Transfers in the course of its investigation of
disclosed these Real Estate Transfers to any predecessors of Plaintiff or any of
their agents or representatives.
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20437084v.4
Waynes Real Estate Transfers to Mason Capital

59.
On or about August 14, 2007, following his realization of an
impending real estate crisis that would become the Great Recession, and in
anticipation and preparation for the various loan defaults that would ensue, Wayne
formed Mason Capital.
60.
Upon information and belief, Wayne continues to own or control, or
through family members or related entities owns or controls, one hundred percent
(100%) of the ownership interests in Mason Capital.
61.
Following such formation on or about August 14, 2007, and prior to
February 1, 2008, Wayne transferred real estate holdings and other assets to Mason
Capital that he valued at approximately $70,000,000.
62.
More specifically, following the formation of Mason Capital and in
addition to the transfers involving the Beltline Project described below, Wayne
effectuated at least the following transfers to Mason Capital:
16
20437084v.4
Para.
No.
Transfer Date
Property Transferred
(as described by Wayne
in his and/or Mason
Capitals financial
statements)2
62(a)
Between 8/14/07
and 2/1/08
Old Norcross and Cruse

Road
100%
Unknown or held in name

of Mason Capital
62(b)
Between 8/14/07
and 2/1/08
Hwy 120 and Sugarloaf

CVS ground lease, which
included a CVS ground
lease and adjoining 1.5
acre site in Gwinnett
County, Georgia
100%

of Mason Capital
62(c)
Between 8/14/07
and 2/1/08
13 lots at Harbour Oaks,

Gwinnett County,
Georgia
100%

of Mason Capital
62(d)
Between 8/14/07
and 2/1/08
1.38 acres at Gravit Road, 100%

Gwinnett County,
Georgia

of Mason Capital
62(e)
Between 8/14/07
and 2/1/08
350 acres in Braselton,

Jackson County, Georgia
100%

of Mason Capital
62(f)
Between 8/14/07
and 2/1/08
45 acres in the Surrey

Farms subdivision in
Gwinnett County,
Georgia
100%

of Mason Capital
Mason
Capitals
Purported Name of Entity Holding
Interest
Property (if applicable)
Plaintiff has described these entities and properties transferred by Wayne to Mason
Capital based on personal financial statements submitted by Wayne to his lenders. Upon
obtaining additional information as to the exact names and addresses (as well as the specific
dates of transfers) of the properties transferred by Wayne to Mason Capital, Plaintiff will
supplement or amend its Complaint.
17
20437084v.4
Para.
No.
Transfer Date
in his and/or Mason
Capitals financial
statements)2
Mason
Capitals
Interest
62(g)
Between 8/14/07
and 2/1/08
2470 Cheshire Bridge, 4.9 50%

acres in Fulton County,
Georgia
2470 Cheshire Bridge

Partners, LLC (274 W.
Wesley Rd., Atlanta, GA
30305)
62(h)
Between 8/14/07
and 2/1/08
509 acres in Commerce,

75%
Commerce Land
Holdings, LLC (2771
Lawrenceville Hwy, Suite
210, Decatur, GA, 30033)
62(i)
Between 8/14/07
and 2/1/08
68 acres in Commerce,
50%
Commerce Land
Holdings II, LLC (2771
Lawrenceville Hwy, Suite
210, Decatur, GA, 30033)
62(j)
Between 8/14/07
and 2/1/08
Office building at 1505

Lakes Parkway, Gwinnett
County, Georgia)
50%
Lakes Office, LLC (1505

Lakes Parkway, Suite
140, Lawrenceville, GA,
30043)
62(k)
Between 8/14/07
and 2/1/08
Out parcel on Pleasant

Hill Road in Gwinnett
County, Georgia that
was/is leased to Panda
Express
100%
Metro Land Investors,

LLC (960 Satellite Blvd.,
Suite 3000, Duluth, GA
30097)
62(l)
Between 8/14/07
and 2/1/08
70,000 sq. ft. warehouse

in Jackson County,
Georgia located at 185
Broadway Ave.,
Braselton, Georgia 30517
80%
MKB Properties, LLC

(3400 Rivergreen Ct.,
Suite 500, Duluth, GA,
30096)
18
20437084v.4
Para.
No.
Transfer Date
in his and/or Mason
Capitals financial
statements)2
Mason
Capitals
Interest
62(m)
Between 8/14/07
and 2/1/08
MMH Ventures
(retail strip center in
Gwinnett County,
Georgia)
62(n)
Between 8/14/07
and 2/1/08
Peachtree Hills Holdings 50%

(12,000 sq. ft. retail center
in Fulton County,
Georgia)
Peachtree Hills Holdings,

LLC (2771 Lawrenceville
Hwy., Suite 210, Decatur,
GA, 30033)
62(o)
Between 8/14/07
and 2/1/08
Solid Gold
(former Gold Club site in
Fulton County, Georgia
located at 2416 Piedmont
Road NE, Atlanta,
Georgia 30324)
50%
Solid Gold, LLC (1960

Satellite Blvd., Suite
3000, Duluth, GA,
30097)
62(p)
Between 8/14/07
and 2/1/08
SPG Adairsville
(117 acres in Bartow
County, Georgia)
50%
SPG Adairsville, LLC

(1201 Peachtree St., NE,
Suite 1001, Atlanta, GA
30361)
62(q)
Between 8/14/07
and 2/1/08
Distribution warehouse in 50%

Jackson County, Georgia,
located at 995 Broadway
Ave.,
Braselton, Georgia 30517,
that was/is leased to
Home Depot.
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20437084v.4
25%
MMH Ventures, LLC

(1702 Abbey Ct.,
Alpharetta, GA, 30004)
SPG Braselton One, LLC

(2870 Peachtree Rd,
#721,
Atlanta, GA, 30305)
Para.
No.
Transfer Date
in his and/or Mason
Capitals financial
statements)2
Mason
Capitals
Interest
62(r)
Between 8/14/07
and 2/1/08
57,600 sq. ft. building and 50%

33 acres of land in
Chatham County, Georgia
SPG Northport Two, LLC

(1960 Satellite Blvd.,
Suite 3000, Duluth, GA,
30097)
62(s)
Between 8/14/07
and 2/1/08
310 acres in Chatham

County, Georgia
50%
SPG Oak Grove Land,

LLC (1960 Satellite
Blvd., Suite 3000, Duluth,
GA, 30097)
62(t)
Between 8/14/07
and 2/1/08
8 acres in Gwinnett
County
50%
SPG Pinnacle, LLC (2870

Peachtree Rd., #721,
Atlanta, GA, 30305)
62(u)
Between 8/14/07
and 2/1/08
60 acres in Chatham
County owned by SPG
Westport, LLC; 329,000
sq. ft. building in
Chatham County owned
by SPG Westport II, LLC
50% (in
each
entity)
SPG Westport, LLC

SPG Westport Two, LLC
1201 Peachtree St., NE,
Suite 1001
Atlanta, GA 30361
62(v)
Between 8/14/07
and 2/1/08
Unknown acreage at
Satellite Blvd.
unknown
Unknown or held in the

name of Mason Capital
62(w)
Between 8/14/07
and 2/1/08
23 lots and one out parcel

in Gwinnett County,
Georgia known as
Sugarloaf Five Forks.
25%
Sugarloaf/Five Forks
Partners, LLC (1960
Satellite Blvd., Suite
3000, Duluth, GA,
30097)
62(x)
Between 8/14/07
and 2/1/08
Membership interests in
Black Banks Residences
LLC
unknown
Black Banks River

Residences, LLC (P.O.
Box 190
Brunswick, GA 31520)
20
20437084v.4
Para.
No.
Transfer Date
in his and/or Mason
Capitals financial
statements)2
62(y)
Between 8/14/07
and 2/1/08
24 lots in Gwinnett
County, Georgia
33.33%
Baxley Ridge, LLC (4154

Silver Peak Pkwy, Suite
D, Suwanee, GA,
30024);;
62(z)
Between 8/14/07
and 2/1/08
4 lots in Gwinnett
County, Georgia;
33.33%
Baxley Ridge Builders,

LLC (P.O. Box 969,
Suwanee, GA 30024)
62(aa)
Between 8/14/07
and 2/1/08
5 lots and a house in

Gwinnett County,
Georgia
33.33%
Baxley Ridge
Investments, LLC (P.O.
Box 969, Suwanee, GA
30024)
63.
Mason
Capitals
Interest
For each Real Estate Transfer from Wayne to Mason Capital, Plaintiff
cannot discern the exact transfer date from the documents in its possession.
However, based on the records available to Plaintiff, all of these Real Estate
Transfers occurred between August 14, 2007 and February 1, 2008. Therefore, at
the earliest, each Real Estate Transfer occurred on August 14, 2007 for purposes of
determining the applicable statute of limitation period.
Wayne Transfers His Interests In The Beltline Project to Mason Capital
64.
In addition to the Real Estate Transfers to Mason Capital described
above, Wayne also transferred his substantial interests in proceeds of the Beltline
21
20437084v.4
Project to Mason Capital for no consideration (collectively with the Real Estate
Transfers to Mason Capital itemized in Paragraph 62, the Mason Capital
Transfers).
65.
In or about 2004, Wayne formed a series of limited liability
companies (LLCs and each an LLC) under the laws of the State of Georgia,
with the intention of acquiring numerous tracts of land as part of an intended
development of a twenty-two (22) mile loop around Atlantas core (the Beltline
Project).
66.
The entities (collectively, the Beltline Entities) formed by Wayne to
acquire said properties included, without limitation, each of the following: Ansley
North Beltline, LLC; Ansley South Beltline, LLC; Piedmont Beltline, LLC; North
Avenue Beltline, LLC; Corridor Beltline, LLC and Corridor Edgewood, LLC. On
information and belief, Wayne originally held one hundred percent (100%) of the
membership interests in each of Beltline Entities.
67.
In or about 2004, Wayne, through the Beltline Entities, purchased
numerous tracts of land (collectively, the Beltline Properties) for approximately

$25,000,000 as part of the Beltline Project.
68.
To induce lenders to issue loans to him and/or Beltline Entities,
Wayne disclosed to his lenders (and his business partners) that the ownership
22
20437084v.4
interests in the Beltline Properties and/or the Beltline Entities were his personal
assets, and represented that such assets would be available to support his loan
obligations.
69.
In or about 2005, Wayne transferred to Keith, for less than reasonably
equivalent value, a twenty five percent (25%) ownership interest in Beltline

Entities and/or Beltline Properties.
70.
In 2006, Hakim Hilliard, Waynes zoning attorney, estimated that
Beltline Properties were worth as much as $140,000,000.

71.
Following the formation of Mason Capital in or about August 2007,
and prior to February 1, 2008, Wayne transferred to Mason Capital his 75%
ownership interest in Beltline Entities and/or the Beltline Properties.
72.
In or about October 2007, Wayne and Keith sold Beltline Entities
and/or Beltline Properties to an entity jointly owned by, among others, the City of
Atlanta.
73.
In consideration of its purchase of Beltline Entities and/or Beltline
Properties, the purchaser provided to the Beltline Entities, and thus, to Wayne (or
Mason Capital, as fraudulent transferee) as a seventy-five percent (75%) owner
and to Keith as a twenty-five percent (25%) owner (and likely fraudulent
transferee), an initial payment of $21,000,000 and a promissory note in the amount
23
20437084v.4
of forty-five million dollars ($45,000,000) (the Beltline Note). On information

and belief, the terms of the Beltline Note provided for a one-year maturity date and
an annual interest rate of twelve percent (12%).
74.
Between October 2007 and the maturity date of the Beltline Note in
approximately October 2008, Wayne, Keith, and/or Beltline Entities received

interest payments on the note. The interest payments over that one-year period
totaled approximately five million four hundred thousand dollars ($5,400,000).
75.
Mason Capital, as a fraudulent transferee of Waynes 75% ownership
interest in Beltline Entities and/or the Beltline Properties, received as much as

$4,050,000.
76.
On October 31, 2008, upon the maturity of the Beltline Note, such
purchaser paid to Wayne, Keith, and/or Beltline Entities a final payment of

$45,000,000. Mason Capital, as a fraudulent transferee of Waynes 75%
ownership interest in Beltline Properties, received approximately $33,750,000.
77.
All told, on account of Waynes transfers to Mason Capital, for which
transfers Wayne received no value (let alone reasonably equivalent value), Mason
Capital received at least $70,000,000, and as much as $98,000,000, of assets and
fundsassets and funds that could and should have been used to repay Waynes
substantial creditors.
24
20437084v.4
78.
discovered these specific Real Estate Transfers involving Mason Capital in the
course of its investigation of Waynes assets. On information and belief, neither
Wayne nor any of Defendants disclosed these Real Estate Transfers to any
predecessors of Plaintiff or any of their agents or representatives.
Waynes Real Estate Transfers to Lone Pine
79.
Following his realization of an impending real estate crisis that would
become the Great Recession, and in anticipation and preparation for the various
loan defaults that would ensue, Wayne began transferring substantial real estaterelated assets to Lone Pine.
80.
Upon information and belief, Wayne continues to own or control, or
through family members of related entities owns or controls, one hundred percent
(100%) of the ownership interests in Lone Pine.
81.
More specifically, Wayne effectuated the following transfers from
himself or related entities to Lone Pine (collectively, the Lone Pine Transfers):
25
20437084v.4
Para.
No.
Transfer Property Transferred

Date
in his and/or Lone
Pines financial
statements) 3
Lone
Name of Entity
Pines
Holding Property
Purported (if applicable)
Interest
81(a)
2/28/07
Palisades West Paces, a

46,000 sq. ft. medical
condominium located in
Palisades West Paces,
100%
Unknown or held in
name of Lone Pine
81(b)
2/28/07
78 acres at GA 400 &

Hwy 306, Forsyth
County, Georgia
33.33%
400 Pilgrim, LLC

400 Pilgrim II, LLC
(112 N. Main St.,
Cumming, GA
30040)
81(c)
2/28/07
34 residential lots in
Gwinnett County,
Georgia)
100%
Austin Garner, LLC

Suite 3000, Duluth,
GA 30097)
81(d)
2/28/07
Apartment project located 33.33%

in Old 4th Ward, Fulton
County, Georgia
Brisbane II, LLC

(1349 W. Peachtree
St., Suite 1100,
Atlanta, GA 30309)
81(e)
2/28/07
Freemans Crossing
subdivision, Gwinnett
County, Georgia
Campbell Road, LLC

Suite 3000, Duluth,
GA 30097)
33.33%
Plaintiff has described these entities and properties transferred by Wayne to Lone Pine
based on personal financial statements submitted by Wayne to his lenders. Upon obtaining
additional information as to the exact names and addresses (as well as the specific dates of
transfers) of the properties transferred by Wayne to Lone Pine, Plaintiff will supplement or
amend its Complaint.
26
20437084v.4
Para.
No.
Transfer Property Transferred

Date
in his and/or Lone
Pines financial
statements) 3
Lone
Name of Entity
Pines
Holding Property
Purported (if applicable)
Interest
81(f)
2/28/07
11 single family lots in

100%
Lenox-Canterbury II,
LLC (1960 Satellite
Blvd., Suite 3000,
Duluth, GA 30097)
81(g)
2/28/07

Gwinnett County,
Georgia
100%
Rockhouse Ventures,
LLC (1960 Satellite
Blvd., Suite 3000,
Duluth, GA 30097)
81(h)
2/28/07

DeKalb County, Georgia
100%
Stonecrest Atlanta,
LLC (1960 Satellite
Blvd., Suite 3000,
Duluth, GA 30097)
82.
On information and belief and based on the records available to
Plaintiff, each of the Lone Pine Transfers occurred on or around February 28,
2007.
83.
On account of Waynes transfers to Lone Pine, for which transfers
Wayne received no value (let alone reasonably equivalent value), Lone Pine
received approximately $22,000,000 in assets and fundsassets and funds that
could and should have been used to repay Waynes substantial creditors.
84.
discovered these specific Lone Pine Transfers in the course of its investigation of
27
20437084v.4
disclosed these Lone Pine Transfers to any predecessors of Plaintiff or any of their
agents or representatives.
Wayne Admits His Fraudulent Scheme to His Partners
85.
Wayne bragged about these Transfers when speaking with Ronald
S. Leventhal (Leventhal), a real estate developer and former business partner of

Wayne.
86.
Wayne, Leventhal, John Williams and James Wallace (collectively,
the Liberty Members), were the co-members/owners of Liberty Capital, LLC

(Liberty), and co-guarantors with respect to the underlying Liberty loan
obligations that resulted in the October 2014 Judgment acquired by Edgefield.
87.
Wayne initially represented to lenders (including Plaintiffs
predecessors-in-interest), as well as the other Liberty Members, that he held

substantial assets to support his various loan obligations, including the loan
obligations owed to Plaintiffs predecessors-in-interest, and that such personal
assets were and would continue to be available to support such loan obligations.
Specifically, Wayne represented that he held substantial personal assets that could
support his loan obligations to various creditors, including the Real Estate Assets
(which included Beltline Entities and/or the Beltline Properties).
28
20437084v.4
88.
In discussions with Leventhal in 2006, Wayne admitted to transferring
ownership or other interests in Beltline Entities and/or the Beltline Properties for
imagery purposes. In other words, Wayne admitted that he transferred interests
in Beltline Entities and/or the Beltline Properties to Keith to protect the proceeds of
such assets from the reach of Waynes creditors.
89.
In discussions with Leventhal in 2007, Wayne admitted that: (a) he
was protecting his assets; (b) he used a law firm in Gwinnett County, Georgia
believed to be R. Bradley Carr of Anderson Carr & Tate to form many of
Waynes real estate holding limited liability companies; (c) he used the McKenna
Long & Aldridge law firm (now Dentons) at which Keith is a partner to set up
various trusts; and (d) he was transferring real estate and other assets to these
entities and trusts to keep them from out of the reach of his creditors.
90.
Wayne did not inform any of his lenders, including Plaintiffs
predecessors-in-interest, of his asset protection plans and activities.

91.
Therefore, and despite his loan obligations, beginning in 2007, Wayne
began transferring substantial personal assets, including the Cash, the Securities,
and the Real Estate Assets, to his family and affiliated entities and trusts in an
intentional effort to shield his personal assets from his various lenders (including
Plaintiffs predecessors-in-interest).
29
20437084v.4
92.
By 2010, Wayne admitted to Leventhal and the other Liberty
Members that, despite his prior disclosure of substantial personal assets, he had
insufficient funds to make contributions on behalf of or for the benefit of Libertys
operations and loan obligations. Wayne admitted that most of his assets, including
Beltline Entities and/or the Beltline Properties (and/or the proceeds therefrom), the
Cash, and the Securities, were transferred to various family members, and
therefore, he would need to ask those family members for access to such assets to
make contributions to Liberty for Libertys operations and loan obligations.
93.
Further, Wayne admitted to Leventhal and the other Liberty Members
that he would cease (and in fact did cease) making any payments or contributions
on behalf of Libertys obligations (which he guaranteed) after August 2011. By
that time, Wayne stated that he believed that the statute of limitations would have
expired on any potential fraudulent transfer claims seeking to void his various
Transfers to his family members and affiliated trusts and entities.
COUNT I: Statutory Fraudulent Transfer - Actual Intent
(June 2014 Judgment: Cash/Securities Transfers to Annette and Jamie)
94.
Plaintiff repeats and realleges each and every allegation contained in
Paragraphs 10-15, 32-34, 44-52, and 85-93 of this Complaint as if fully set forth
herein.
30
20437084v.4
95.
Plaintiff, as the successor in interest to Great Oak and United
Community Bank, is entitled to seek collection of the June 2014 Judgment and
assert fraudulent transfer claims in the course of recovering such judgment
pursuant to, inter alia, the UFTA.
96.
Wayne made each and every one of the Cash/Securities Transfers
between December 12, 2007 and August 5, 2009.

97.
Plaintiff did not discover these Cash/Securities Transfers until after it
acquired the June 2014 Judgment in April 2015 and conducted post-judgment
discovery on third parties.
98.
Neither Plaintiff nor its predecessors-in-interest with respect to the
June 2014 Judgment had a reasonable basis to discover the Cash/Securities

Transfers prior to Plaintiffs review of post-judgment discovery.
99.
Therefore, pursuant to O.C.G.A. 18-2-79(1), Plaintiffs claim, as the
owner of the June 2014 Judgment, against Jamie and Annette under Count I is
timely asserted.
100. Wayne made the Cash/Securities Transfers after he had incurred his
guaranty obligations to various lenders on hundreds of millions of dollars in loans.
101. Each and every one of the Cash/Securities Transfers was made with
the actual intent to hinder, delay, or defraud Waynes present and future creditors.
31
20437084v.4
102. Accordingly, the Cash/Securities Transfers are voidable under the

UFTA, and of no effect as to Plaintiff.
103. Jamie and Annette hold the assets that are the subject of the
Cash/Securities Transfers in a constructive trust for the benefit of Plaintiff.
104. Plaintiff is entitled to an Order nullifying and voiding the
Cash/Securities Transfers and declaring that title to and ownership of the assets
that are the subject of the Cash/Securities Transfers remains in Wayne and/or to a
judgment against Annette and Jamie for the value of the assets that are the subject
of the Cash/Securities Transfers or the amount necessary to satisfy Plaintiffs June
2014 Judgment against Wayne, whichever is less.
105. Plaintiff is further entitled to an Order from the Court that Plaintiff
may levy execution on the assets that are the subject of the Cash/Securities
Transfers or on their proceeds.
106. Furthermore, as a result of Annette and Jamies actions in
participating in the Cash/Securities Transfers, Plaintiff has suffered general
damages and is entitled to recover from Annette and Jamie in an amount to be
shown at trial.
32
20437084v.4
Count II: Statutory Fraudulent Transfer - Actual Intent

(October 2014 Judgment: Cash/Securities Transfers to Annette and Jamie)
107. Plaintiff repeats and realleges each and every allegation contained in
Paragraphs 10-15, 35-52, and 85-93 of this Complaint as if fully set forth herein.
108. Plaintiff, as the successor in interest to FDIC and First Citizens, is
entitled to seek collection of the October 2014 Judgment and asset fraudulent
transfer claims in the course of recovering such judgment pursuant to, inter alia,
the UFTA.
109. Wayne made each and every one of the Cash/Securities Transfers
between December 12, 2007 and August 5, 2009.
110. Plaintiff did not discover these Cash/Securities Transfers until after it
111. Neither Plaintiff nor its predecessors-in-interest with respect to the
June 2014 Judgment had any reasonable basis to discover the Cash/Securities
112. Therefore, pursuant to O.C.G.A. 18-2-79(1), Plaintiffs claim, as the
owner of the October 2014 Judgment, against Jamie and Annette under Count I is
timely asserted.
33
20437084v.4
113. As of September 25, 2009, a fraudulent transfer claim under O.C.G.A.

18-2-74(a)(1) also was timely if the transfers occurred within the prior four year
period starting from September 25, 2005.
between December 12, 2007 and August 5, 2009, which was after September 25,
2005.
115. As described above, Plaintiff, as the successor to FDIC, is entitled to
apply the extended limitations period provided for in 12 U.S.C. 1821(d)(14),
which requires Plaintiff to pursue its claim before September 25, 2015.
116. As described above and pursuant to 12 U.S.C. 1821(d)(14),
Plaintiffs claim, as the owner of the October 2014 Judgment, against Jamie and
Annette under Count II is timely.
118. Each and every one of the Cash/Securities Transfers was made with
the actual intent to hinder, delay, or defraud Waynes present and future creditors.
34
20437084v.4
120. Jamie and Annette hold the assets that are the subject of the
of the Cash/Securities Transfers or the amount necessary to satisfy Plaintiffs
October 2014 Judgment against Wayne, whichever is less.
shown at trial.
COUNT III: Statutory Fraudulent Transfer - Insufficient Remaining Assets
35
20437084v.4

entitled to seek collection of the October 2014 Judgment and assert fraudulent
the UFTA.
18-2-74(a)(2) was timely if the transfers occurred within the prior four year
2005.
Annette under Count III is timely.
36
20437084v.4
131. The Cash/Securities Transfers were made without Wayne receiving a

reasonably equivalent value in exchange for the Cash/Securities Transfers.
132. At the time the Cash/Securities Transfers were made, Wayne was
engaged or was about to engage in a business or transaction for which his
remaining assets were unreasonably small in relation to the business or the
transaction.
133. At the time the Cash/Securities Transfers were made, Wayne intended
to incur, or believed or reasonably should have believed that he would incur, debts
beyond his ability to pay them as they became due.
135. Annette and Jamie hold the assets that are the subject of the
October 2014 Judgment against Wayne, whichever is less.
37
20437084v.4
shown at trial.
COUNT IV: Statutory Fraudulent Transfer - Insolvency
the UFTA.
18-2-75(a) was timely if the transfers occurred within the prior four year period
starting from September 25, 2005.
38
20437084v.4
2005.
Annette under Count IV is timely.
146. Wayne made the Cash/Securities Transfers without receiving a
reasonably equivalent value in exchange.
147. Wayne was insolvent at the time of the Cash/Securities Transfers or
became insolvent as a result of the Cash/Securities Transfers.
39
20437084v.4

that are the subject of the Transfers remains in Wayne and/or to a judgment against
Annette and Jamie for the value of the assets that are the subject of the
Cash/Securities Transfers or the amount necessary to satisfy Plaintiffs October
2014 Judgment against Wayne, whichever is less.
shown at trial.
COUNT V: Statutory Fraudulent Transfer - Made to Insider
40
20437084v.4
the UFTA.
18-2-75(b) was timely if the transfers occurred within the prior four year period
2005.
Annette under Count V is timely.
160. Wayne made the Cash/Securities Transfers without receiving a
41
20437084v.4
161. Wayne was insolvent at the time of the Cash/Securities Transfers or

became insolvent as a result of the Cash/Securities Transfers.
162. Each of Annette and Jamie was and are insiders with respect to
Wayne.
163. Annette and Jamie had reasonable cause to believe that Wayne was
insolvent at the time of the Cash/Securities Transfers.
judgment against Wayne, whichever is less.
42
20437084v.4

shown at trial.
COUNT VI: Statutory Fraudulent Transfer - Actual Intent
(June 2014 Judgment: Real Estate Transfers to Trust)
Paragraphs 16-18, 25-27, 32-34, 44-48, 53-58, and 85-93 of this Complaint as if
fully set forth herein.
170. Plaintiff, as the successor in interest to Great Oak and United
171. Wayne made each and every one of the Trust Transfers between
August 10, 2007 and December 31, 2007.
172. Plaintiff did not discover these Trust Transfers until after it acquired
the June 2014 Judgment in April 2015 and conducted post-judgment discovery on
third parties.
43
20437084v.4

June 2014 Judgment, had a reasonable basis to discover these Trust Transfers prior
to Plaintiffs review of post-judgment discovery.
owner of the June 2014 Judgment, against Trust under Count VI is timely asserted.
175. Wayne made the Trusts Transfers after he had incurred his guaranty
obligations to various lenders on hundreds of millions of dollars in loans.
176. Each and every one of the Trust Transfers was made with the actual
intent to hinder, delay, or defraud Waynes present and future creditors.
177. Accordingly, the Trust Transfers are voidable under the UFTA, and of
no effect as to Plaintiff.
178. Trust holds the assets that are the subject of the Trust Transfers in a
constructive trust for the benefit of Plaintiff.
179. Plaintiff is entitled to an Order nullifying and voiding the Trust
Transfers and declaring that title to and ownership of the assets that are the subject
of the Trust Transfers remains in Wayne and/or to a judgment against Trust for the
value of the assets that are the subject of the Trust Transfers or the amount
necessary to satisfy Plaintiffs June 2014 Judgment against Wayne, whichever is
less.
44
20437084v.4
may levy execution on the assets that are the subject of the Trust Transfers or on
their proceeds.
181. Furthermore, as a result of Trusts actions in participating in the Trust
Transfers, Plaintiff has suffered general damages and is entitled to recover from
Trust in an amount to be shown at trial.
COUNT VII: Statutory Fraudulent Transfer - Actual Intent
(October 2014 Judgment: Real Estate Transfers to Trust)
Paragraphs 16-18, 25-27, 35-48, 53-58, and 85-93 of this Complaint as if fully set
forth herein.
the UFTA.
184. The Trust Transfers were made between August 10, 2007 and
December 31, 2007.
45
20437084v.4
185. Plaintiff did not discover these Trust Transfers until after it acquired
the June 2014 Judgment in April 2015 and conducted post-judgment discovery on
third parties.
June 2014 Judgment, had a reasonable basis to discover the Trust Transfers prior to
Plaintiffs review of post-judgment discovery.
owner of the October 2014 Judgment, against Trust under Count VII is timely
asserted.
August 10, 2007 and December 31, 2007, which was after September 25, 2005.
46
20437084v.4

Plaintiffs claim, as the owner of the October 2014 Judgment, against Trust under
Count VII is timely.
192. Wayne made the Trust Transfers after he had incurred his guaranty
193. Each and every one of the Trust Transfers was made with the actual
intent to hinder, delay, or defraud Waynes present and future creditors.
necessary to satisfy Plaintiffs October 2014 Judgment against Wayne, whichever
is less.
47
20437084v.4
their proceeds.
COUNT VIII: Statutory Fraudulent Transfer - Insufficient Remaining Assets
forth herein.
the UFTA.
December 31, 2007.
48
20437084v.4

Count VIII is timely.
207. The Trust Transfers were made without Wayne receiving a reasonably
equivalent value in exchange for the Trust Transfers.
208. At the time the Trust Transfers were made, Wayne was engaged or
was about to engage in a business or transaction for which his remaining assets
were unreasonably small in relation to the business or the transaction.
49
20437084v.4
209. At the time the Trust Transfers were made, Wayne intended to incur,
or believed or reasonably should have believed that he would incur, debts beyond
his ability to pay them as they became due.
is less.
their proceeds.
50
20437084v.4
COUNT IX: Statutory Fraudulent Transfer - Insolvency

forth herein.
the UFTA.
December 31, 2007.
51
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Count IX is timely.
224. Wayne made the Trust Transfers without receiving a reasonably
equivalent value in exchange.
225. Wayne was insolvent at the time of the Trust Transfers or became
insolvent as a result of the Trust Transfers.
227. Trust hold the assets that are the subject of the Trust Transfers in a
of the Trust Transfers remains in Wayne and/or to a judgment against Trust or the
52
20437084v.4

is less.
their proceeds.
COUNT X: Statutory Fraudulent Transfer - Made to Insider
forth herein.
the UFTA.
December 31, 2007.
53
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Count X is timely.
239. Wayne made the Trust Transfers without receiving a reasonably
240. Wayne was insolvent at the time of the Trust Transfers or became
insolvent as a result of the Trust Transfers.
241. Trust was and is an insider with respect to Wayne.
54
20437084v.4
242. Trust (and its trustee(s)) had reasonable cause to believe that Wayne
was insolvent at the time of the Trust Transfers.
necessary to satisfy Plaintiffs judgment against Wayne, whichever is less.
their proceeds.
55
20437084v.4
COUNT XI: Statutory Fraudulent Transfer - Actual Intent

(June 2014 Judgment: Real Estate Transfers to Mason Capital)
Paragraphs 22-24. 32-34, 44-48, 59-78, and 85-93 of this Complaint as if fully set
forth herein.
250. Each and every one of the Mason Capital Transfers was made no
earlier than August 2007.
251. Plaintiff did not discover these Mason Capital Transfers until after it
252. Plaintiff nor its predecessors-in-interest with respect to the June 2014
Judgment, had a reasonable basis to discover these Mason Capital Transfers prior
to Plaintiffs review of post-judgment discovery.
56
20437084v.4

owner of the June 2014 Judgment, against Mason Capital under Count XI are
timely asserted.
254. Wayne made the Mason Capital Transfers after he had incurred his
255. Each and every one of the Mason Capital Transfers was made with the
actual intent to hinder, delay, or defraud Waynes present and future creditors.
256. Accordingly, the Mason Capital Transfers are voidable under the
257. Mason Capital holds the assets that are the subject of the Mason
Capital Transfers in a constructive trust for the benefit of Plaintiff.
258. Plaintiff is entitled to an Order nullifying and voiding the Mason
Capital Transfers and declaring that title to and ownership of the assets that are the
subject of the Mason Capital Transfers remains in Wayne and/or to a judgment
against Mason Capital for the value of the assets that are the subject of the Mason
Capital Transfers or the amount necessary to satisfy Plaintiffs June 2014
Judgment against Wayne, whichever is less.
57
20437084v.4
may levy execution on the assets that are the subject of the Mason Capital
260. Furthermore, as a result of Mason Capitals actions in participating in
the Mason Capital Transfers, Plaintiff has suffered general damages and is entitled
to recover from Mason Capital in an amount to be shown at trial.
Count XII: Statutory Fraudulent Transfer - Actual Intent
(October 2014 Judgment: Real Estate Transfers to Mason Capital)
herein.
the UFTA.
58
20437084v.4
264. Plaintiff did not discover these Mason Capital Transfers until after it
June 2014 Judgment, had a reasonable basis to discover the Mason Capital
owner of the October 2014 Judgment, against Mason Capital under Count XVII is
timely asserted.
268. Wayne made each and every one of the Mason Capital Transfers on or
after August 2007, which was after September 25, 2005.
59
20437084v.4

Plaintiffs claim, as the owner of the October 2014 Judgment, against Mason
Capital under Count XII is timely.
272. Each and every one of the Mason Capital Transfers was made with the
Capital Transfers or the amount necessary to satisfy Plaintiffs October 2014
60
20437084v.4
COUNT XIII: Statutory Fraudulent Transfer - Insufficient Remaining Assets
herein.
the UFTA.
61
20437084v.4

Capital under Count XIII is timely.
286. The Mason Capital Transfers were made without Wayne receiving a
reasonably equivalent value in exchange for the Mason Capital Transfers.
287. At the time the Mason Capital Transfers were made, Wayne was
engaged or was about to engage in a business or transaction for which his
remaining assets were unreasonably small in relation to the business or the
transaction.
62
20437084v.4
288. At the time the Mason Capital Transfers were made, Wayne intended
to incur, or believed or reasonably should have believed that he would incur, debts
63
20437084v.4
COUNT XIV: Statutory Fraudulent Transfer - Insolvency

herein.
the UFTA.
64
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Capital under Count XIV is timely.
302. Wayne made the Mason Capital Transfers without receiving a
303. Wayne was insolvent at the time of the Mason Capital Transfers or
became insolvent as a result of the Mason Capital Transfers.
305. Mason Capital hold the assets that are the subject of the Mason
65
20437084v.4
COUNT XV: Statutory Fraudulent Transfer - Made to Insider
herein.
the UFTA.
66
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Capital under Count XV is timely.
317. Wayne made the Mason Capital Transfers without receiving a
318. Wayne was insolvent at the time of the Mason Capital Transfers or
became insolvent as a result of the Mason Capital Transfers.
319. Mason Capital was and is an insider with respect to Wayne.
67
20437084v.4
320. Mason Capital had reasonable cause to believe that Wayne was
insolvent at the time of the Mason Capital Transfers.
Capital Transfers or the amount necessary to satisfy Plaintiffs judgment against
Wayne, whichever is less.
68
20437084v.4
COUNT XVI: Statutory Fraudulent Transfer - Actual Intent

(June 2014 Judgment: Real Estate Transfers to Lone Pine)
herein.
asset fraudulent transfer claims in the course of recovering such judgment pursuant
to, inter alia, the UFTA.
328. Each and every one of the Lone Pine Transfers was made on or about
February 28, 2007.
329. Plaintiff did not discover these Lone Pine Transfers until after it
June 2014 Judgment, had a reasonable basis to discover these Lone Pine Transfers
prior to Plaintiffs review of post-judgment discovery.
69
20437084v.4

owner of the June 2014 Judgment, against Lone Pine under Count XVI is timely
asserted.
332. Each and every one of the Lone Pine Transfers was made with the
333. Accordingly, the Lone Pine Transfers are voidable under the UFTA,
and of no effect as to Plaintiff.
334. Lone Pine holds the assets that are the subject of the Lone Pine
Transfers in a constructive trust for the benefit of Plaintiff.
335. Plaintiff is entitled to an Order nullifying and voiding the Lone Pine
of the Lone Pine Transfers remains in Wayne and/or to a judgment against Lone
Pine for the value of the assets that are the subject of the Lone Pine Transfers or
the amount necessary to satisfy Plaintiffs June 2014 Judgment against Wayne,
whichever is less.
may levy execution on the assets that are the subject of the Lone Pine Transfers or
on their proceeds.
70
20437084v.4
337. Furthermore, as a result of Lone Pines actions in participating in the

Lone Pine Transfers, Plaintiff has suffered general damages and is entitled to
recover from Lone Pine in an amount to be shown at trial.
Count XVII: Statutory Fraudulent Transfer - Actual Intent
(October 2014 Judgment: Real Estate Transfers to Lone Pine)
the UFTA.
340. Each and every one of the Lone Pine Transfers was made on or about
February 28, 2007.
341. Plaintiff did not discover these Lone Pine Transfers until after it
June 2014 Judgment, had a reasonable basis to discover the Lone Pine Transfers
prior to Plaintiffs review of post-judgment discovery.
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owner of the October 2014 Judgment, against Lone Pine under Count XVII is
timely asserted.
345. Wayne made each and every one of the Lone Pine Transfers on or
about February 28, 2007, which was after September 25, 2005.
Capital under Count XVII is timely.
349. Each and every one of the Lone Pine Transfers was made with the
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the amount necessary to satisfy Plaintiffs October 2014 Judgment against Wayne,
whichever is less.
on their proceeds.
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COUNT XVIII: Statutory Fraudulent Transfer - Insufficient Remaining

Assets
the UFTA.
Capital under Count XVIII is timely.
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362. The Lone Pine Transfers were made without Wayne receiving a
reasonably equivalent value in exchange for the Lone Pine Transfers.
363. At the time the Lone Pine Transfers were made, Wayne was engaged
or was about to engage in a business or transaction for which his remaining assets
were unreasonably small in relation to the business or the transaction.
364. At the time the Lone Pine Transfers were made, Wayne intended to
incur, or believed or reasonably should have believed that he would incur, debts
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whichever is less.
on their proceeds.
COUNT XIX: Statutory Fraudulent Transfer - Insolvency
the UFTA.
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Plaintiffs claim, as the owner of the October 2014 Judgment, against Lone Pine
under Count XIX is timely.
377. Wayne made the Lone Pine Transfers without receiving a reasonably
378. Wayne was insolvent at the time of the Lone Pine Transfers or
became insolvent as a result of the Lone Pine Transfers.
380. Lone Pine hold the assets that are the subject of the Lone Pine
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whichever is less.
on their proceeds.
COUNT XX: Statutory Fraudulent Transfer - Made to Insider
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the UFTA.
Capital under Count XX is timely.
391. Wayne made the Lone Pine Transfers without receiving a reasonably
392. Wayne was insolvent at the time of the Lone Pine Transfers or
became insolvent as a result of the Lone Pine Transfers.
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393. Lone Pine was and is an insider with respect to Wayne.

394. Lone Pine had reasonable cause to believe that Wayne was insolvent
at the time of the Lone Pine Transfers.
the amount necessary to satisfy Plaintiffs judgment against Wayne, whichever is
less.
on their proceeds.
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COUNT XXI: Common Law Fraudulent Transfers - Action at Law

(June 2014 Judgment: All Transfers to Defendants)
pursuant to, inter alia, Georgia common law.
402. Under Georgia law, a claim for common law fraudulent transfer may
be brought (a) with respect to real property, seven (7) years from such transfer, and
(b) with respect to personalty, four (4) years from such transfer. Additionally, such
limitation periods are equitably tolled until discovery by the plaintiff.
403. Plaintiff did not discover the Transfers until after it acquired the June
2014 Judgment in April 2015 and conducted post-judgment discovery on third
parties.
June 2014 Judgment, had a reasonable basis to discover the Transfers prior to
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405. Therefore, pursuant to applicable Georgia law, Plaintiffs claim, as the

owner of the June 2014 Judgment, against Defendants under Count XXI is timely
asserted.
406. The Transfers interfere with the rights of Plaintiff as a judgment lien
holder of Wayne in violation of O.C.G.A. 18-2-21.
407. The Transfers by Wayne to Defendants were fraudulent transfers
under the common law and are void and of no effect as to Plaintiff.
408. Defendants hold the assets that are the subject of the Transfers in a
409. Plaintiff is entitled to an Order nullifying and voiding the Transfers
and declaring that title to and ownership of the assets that are the subject of the
Transfers remains in Wayne and/or to a judgment against Defendants for the value
of the assets that are the subject of the Transfers or the amount necessary to satisfy
Plaintiffs judgment against Wayne, whichever is less.
may levy execution on the assets that are the subject of the Transfers or on their
proceeds.
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411. Furthermore, as a result of Defendants actions in participating in the

Defendants in an amount to be shown at trial.
COUNT XXII: Common Law Fraudulent Transfers - Action at Law
(October 2014 Judgment: All Transfers to Defendants)
Paragraphs 10-27 and 35-93 of this Complaint as if fully set forth herein.
Georgia common law.
parties.
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owner of the June 2014 Judgment, against Defendants under Count XXII is timely
asserted.
418. As of September 25, 2009, a Georgia common law fraudulent transfer
claim also was timely if the transfers occurred (a) as to personalty transferred,
within the prior four year period starting from September 25, 2005, and (b) with
respect to real property transferred, the prior seven year period starting from
September 25, 2002.
419. All of the Transfers were made after September 25, 2002 and
September 25, 2005.
Capital under Count XXII is timely.
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holder of Wayne in violation of O.C.G.A. 18-2-21.
424. The Transfers by Wayne to Defendants were fraudulent transfers
under the common law and are void and of no effect as to Plaintiff.
425. Defendants hold the assets that are the subject of the Transfers in a
426. Plaintiff is entitled to an Order nullifying and voiding the Transfers
and declaring that title to and ownership of the assets that are the subject of the
Transfers remains in Wayne and/or to a judgment against Defendants for the value
of the assets that are the subject of the Transfers or the amount necessary to satisfy
Plaintiffs judgment against Wayne, whichever is less.
may levy execution on the assets that are the subject of the Transfers or on their
proceeds.
428. Furthermore, as a result of Defendants actions in participating in the
Defendants in an amount to be shown at trial.
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COUNT XXIII: Common Law Fraudulent Transfers - Action in Equity

(June 2014 Judgment: All Transfers to Defendants)
asset fraudulent transfer claims in the course of recovering such judgment pursuant
to, inter alia, Georgia common law.
parties.
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owner of the June 2014 Judgment, against Defendants under Count XXIII is timely
asserted.
holder of Wayne in violation of O.C.G.A. 18-2-21 and were fraudulent transfers
under the common law, making such transfers subject to attack in equity.
436. In addition, in making the Transfers, Wayne acted contrary to legal or
equitable duty, trust, or confidence, justly reposed, which is contrary to good
consciences and operated to the injury of Plaintiff in violation of O.C.G.A. 23-251(b).
437. Plaintiff respectfully requests that the Court exercise its equitable
power to void, set aside, and annul the Transfers, find that Defendants hold the
assets that are the subject of the Transfers in a constructive trust for the benefit of
Plaintiff until returned, and grant such other and further relief as the Court deems
proper.
COUNT XXIV: Common Law Fraudulent Transfers - Action in Equity
(October 2014 Judgment: All Transfers to Defendants)
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the UFTA.
parties.
owner of the June 2014 Judgment, against Defendants under Count XXIX is timely
asserted.
444. As of September 25, 2009, a Georgia common law fraudulent transfer
claim also was timely if the transfers occurred (a) as to personalty transferred,
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within the prior four year period starting from September 25, 2005, and (b) with
respect to real property transferred, the prior seven year period starting from
September 25, 2002.
445. All of the Transfers were made after September 25, 2002 and
September 25, 2005.
Capital under Count XXIV is timely.
holder of Wayne in violation of O.C.G.A. 18-2-21 and were fraudulent transfers
under the common law, making such transfers subject to attack in equity.
450. In addition, in making the Transfers, Wayne acted contrary to legal or
equitable duty, trust, or confidence, justly reposed, which is contrary to good
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consciences and operated to the injury of Plaintiff in violation of O.C.G.A. 23-251(b).

451. Plaintiff respectfully requests that the Court exercise its equitable
power to void, set aside, and annul the Transfers, find that Defendants hold the
assets that are the subject of the Transfers in a constructive trust for the benefit of
Plaintiff until returned, and grant such other and further relief as the Court deems
proper.
COUNT XXV: Charging Order
Paragraphs 32-36, 44, and 59-84 of this Complaint as if fully set forth herein.
453. As a judgment creditor, Plaintiff satisfies the prerequisites for
imposition of a charging order against any membership interests in limited liability
companies that were transferred by Wayne to one or more Defendants under
O.C.G.A. 14-11-504(a).
454. Plaintiff hereby requests that the Court impose a charging order in its
favor on all such membership interests.
COUNT XXVI: Appointment of Receiver
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456. There is manifest danger of loss, destruction or material injury to

Plaintiff as a result of the current status and management of the assets that are the
subject of the Transfers.
457. More specifically, Plaintiff has a legitimate and genuine concern that
absent an appointment of a receiver for the assets that are the subject of the
Transfers, Wayne and/or Defendants will transfer such assets once again in an
effort to place such assets beyond the reach of Waynes creditors and render any
judgment in this action ineffectual.
458. Wayne previously agreed to the appointment of a receiver in
connection with the various loans that he has refused to repay.
459. The rights of Plaintiff cannot otherwise be protected unless a third
party manages such assets.
460. As such, Plaintiff seeks the appointment of a receiver under Fed. R.
Civ. P. 66, 28 U.S.C. 959(b) and O.C.G.A. 9-8-3 to take charge of the assets
that are the subject of the Transfers and their proceeds and to take control of the
affairs of Trust, Mason Capital, and Lone Pine.
COUNT XXVII: Preliminary and Permanent Injunction
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462. There is a risk of imminent and irreparable harm to Plaintiff unless

Defendants are immediately and permanently enjoined from further transferring,
selling, pledging, encumbering, assigning, liquidating, and/or otherwise disposing
of any and all assets that are the subject of the Transfers, as well as any assets of
Defendants.
463. Plaintiff respectfully requests that the Court exercise its power to
restrain the impairment, alienation, and/or waste of assets subject to levy and sale
in satisfaction of a judgment with the issuance of an immediate freeze and
preliminary injunction enjoining Defendants from directly or indirectly further
transferring, selling, pledging, encumbering, assigning, liquidating, or otherwise
disposing of any of their assets.
464. By virtue of the foregoing, Plaintiff has demonstrated a likelihood of
success on the merits and that a balancing of the equities favors the issuance of a
permanent injunction against Defendants, consistent with the terms detailed above.
465. Unless Defendants are enjoined from the foregoing conduct, Plaintiff
will be immediately and irreparably harmed.
466. Plaintiff has no adequate remedy at law, as its damages will continue
in perpetuity if Defendants are not enjoined.
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467. Plaintiff is entitled to an immediate Preliminary Injunction pursuant to

Fed. R. Civ. P. 65, common law, and O.C.G.A. 9-11-65.
468. Plaintiff requests that the Court issue an immediate Preliminary
Injunction enjoining Defendants, directly or indirectly, alone or in concert with
others, from the conduct described above until such time as discovery can be taken
and final trial on the merits can be held, at which point a Permanent Injunction
should be entered.
WHEREFORE, Plaintiff demands judgment as follows:
1.
That each and every one of the Transfers be adjudged voidable and set
aside in order to satisfy the amounts owed to Plaintiff.

2.
That each and every one of the Transfers be disregarded and that
Plaintiff be permitted to attach and levy execution upon the Securities, Cash and
Real Estate Assets in order to satisfy the amounts owed to Plaintiff.
3.
That the Court enter a charging lien order on all LLC interests held by
Defendants as described above.

4.
That the Court appoint a receiver to take charge of the assets,
including all LLCs and real properties, that are the subject of the Transfers and
their proceeds and to take control of the affairs of Trust, Mason Capital, Lone Pine,
and all LLCs and real properties owned or held by any Defendants.
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5.
That the Court issue a preliminary injunction enjoining Defendants,
directly or indirectly, alone or in concert with others, from the conduct described
above until such time as discovery can be taken and final trial on the merits can be
held, at which point a permanent injunction should be entered.
6.
That the Court fix Plaintiffs reasonable attorneys fees, post-
judgment interest (as applicable), and enter judgment therefor against Wayne,
Annette, Jamie, K.W. Mason (as trustee for Trust), Mason Capital, and Lone Pine.
7.
That the Court enter any other Order and grant Plaintiff any other
relief deemed just and proper.
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Dated:
July 17, 2015
Respectfully submitted,
SEYFARTH SHAW LLP
By: /s/ Shuman Sohrn
Jason J. DeJonker
(pro hac vice pending)
M. Ryan Pinkston
(pro hac vice pending)
131 S. Dearborn Street, Suite 2400
Chicago, Illinois 60603-5511
Tel: (312) 460-5000
Fax: (312) 460-7000
E-mail: jdejonker@seyfarth.com
rpinkston@seyfarth.com
Shuman Sohrn
Georgia Bar No. 143104
SEYFARTH SHAW LLP
1075 Peachtree Street, Suite 2500
Atlanta, Georgia 30309
Tel: (404) 885-1500
Fax: (404) 892-7056
E-mail: ssohrn@seyfarth.com
Attorneys for Edgefield Holdings, LLC
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IN THE UNITED STATES DISTRICT COURT

FOR THE NORTHERN DISTRICT OF GEORGIA
ATLANTA DIVISION
EDGEFIELD HOLDINGS, LLC,
)
)
PLAINTIFF,
)
)
vs.
)
)
ANNETTE MASON, individually and as )
trustee, JAMIE MASON HAMIL,
)
K. W. MASON COMPANY, INC.,
)
LONE PINE, INC., MASON CAPITAL, )
LLC, and THE MASON FAMILY
)
TRUST,
)
)
DEFENDANTS.
)
___________________________________ )
CIVIL ACTION
NO. 1:15-CV-02481-WSD
CERTIFICATE OF SERVICE
This is to certify that I have this day, July 17, 2015, served a copy of the
foregoing document on the following counsel of record via CM/ECF and e-mail:
Gerald Davidson , Jr.
Mahaffey Pickens Tucker, LLP
Suite 125
1550 North Brown Road
Lawrenceville, GA 30043
Email: gdavidson@mptlawfirm.com
Roy E. Barnes
The Barnes Law Group, LLC
31 Atlanta Street
Marietta, GA 30060
Email: Roy@barneslawgroup.com
/s/ Shuman Sohrn

Counsel for Edgefield Holdings, LLC
96
20437084v.4

Mason Amended Complaint

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Case 1:15-cv-02481-WSD Document 19 Filed 07/17/15 Page 1 of 96

IN THE UNITED STATES DISTRICT COURT

FIRST AMENDED COMPLAINT FOR

Case 1:15-cv-02481-WSD Document 19 Filed 07/17/15 Page 2 of 96

Plaintiff bring this action, pursuant to the Uniform Fraudulent

Transfers Act, as enacted in Georgia in O.C.G.A. 18-2-70 et seq. (the UFTA),

Beginning in 2007 and until August 2009, Wayne transferred to

Additionally, beginning in 2005 and through 2008, Wayne transferred

Case 1:15-cv-02481-WSD Document 19 Filed 07/17/15 Page 3 of 96

Wayne made the Transfers with actual intent to hinder, delay, or

Case 1:15-cv-02481-WSD Document 19 Filed 07/17/15 Page 4 of 96

Additionally, Wayne made the Transfers without receiving fair

Plaintiff, as the successor in interest to FDIC and pursuant to the

Plaintiff, pursuant to the June 2014 Judgment and the counts

Case 1:15-cv-02481-WSD Document 19 Filed 07/17/15 Page 5 of 96

Plaintiff is a Delaware limited liability company. Plaintiffs sole

member is Rialto Capital Advisors, LLC, a Delaware limited liability company

Plaintiff is a citizen of the States of Delaware and Florida for purposes

of establishing diversity jurisdiction in accordance with 28 U.S.C. 1332.

Annette is an individual whose domicile is located at 2096 Oak Road,

Snellville, Georgia 30078.

an insider with respect to Wayne.

Pursuant to 28 U.S.C. 1348, Annette is a citizen of the State of

Georgia for purposes of establishing diversity jurisdiction in accordance with 28

Case 1:15-cv-02481-WSD Document 19 Filed 07/17/15 Page 6 of 96

Jamie is an individual whose domicile is located at 1405 Carrington

Court, Lawrenceville, Georgia 30044.

thus, an insider with respect to Wayne.

Pursuant to 28 U.S.C. 1348, Jamie is a citizen of the State of

Georgia for purposes of establishing diversity jurisdiction in accordance with 28

K.W. Mason is a corporation formed under the laws of the State of

Nevada. On information and belief, the principals of K. W. Mason are as follows:

Upon information and belief, K.W. Mason is an insider with respect to

K.W. Mason is a citizen of the State of Nevada for purposes of

establishing diversity jurisdiction in accordance with 28 U.S.C. 1332.

Lone Pine is a Georgia corporation with its principal place of business

Case 1:15-cv-02481-WSD Document 19 Filed 07/17/15 Page 7 of 96

Lone Pine is an insider with respect to Wayne.

Lone Pine is a citizen of the State of Georgia for purposes of

establishing diversity jurisdiction in accordance with 28 U.S.C. 1332.

Mason Capital is a Georgia limited liability company with its

Upon information and belief, Wayne is a manager, member or owner

of Mason Capital, and therefore, Mason Capital is an insider with respect to

Mason Capital is a citizen of the State of Georgia for purposes of

establishing diversity jurisdiction in accordance with 28 U.S.C. 1332.

Case 1:15-cv-02481-WSD Document 19 Filed 07/17/15 Page 8 of 96

Upon information and belief, the Trust is an insider with respect to

Trust is a citizen of the State of Nevada for purposes of establishing

diversity jurisdiction in accordance with 28 U.S.C. 1332.

This Court has jurisdiction over this action pursuant to 28 U.S.C.

Venue over all Defendants is proper in this District pursuant to 28

U.S.C. 1391(b)(1) as numerous Defendants are located in counties located within

Venue over all Defendants is proper in this District pursuant to 28

Venue over all Defendants is proper in this District pursuant to 28

Case 1:15-cv-02481-WSD Document 19 Filed 07/17/15 Page 9 of 96

On or about April 17, 2015, Plaintiff purchased the June 2014

Great Oak is the successor-in-interest to United Community Bank

with respect to its claims against Wayne.

Citizens) obtained a judgment (the October 2014 Judgment) against Wayne in

Case 1:15-cv-02481-WSD Document 19 Filed 07/17/15 Page 10 of 96

On or about April 30, 2015, Plaintiff purchased the October 2014

On Friday, September 25, 2009, the Georgia Department of Banking

On September 25, 2009, FDIC, as receiver, transferred substantially

all of the loans of Georgian Bank to First Citizens.