I agree with you
“A level playing field” simply means that the conditions and rules are the same for everyone. Not that everyone has equal talent ability. That’s how I’ve understood it.
I have no idea how ‘level playing field’ applies here.
I think a point was being made that … actually I don’t know what the point was intended to be. 
One thing related to horse transactions that can make things unequal/uneven related to horse transactions is the fractured and incomplete communications. This compounds the difficulty of knowing the true market price of a horse, in a market where the buyers have such uneven purchasing power. I’m not sure that’s about the levelness of the playing field, unless you count the flow of information as being so very uneven.
Clearly some sellers are unaware that their horse will command far more than they estimate - IF that horse reaches the right buyers. It may be a $200k horse where it is now, but if the trainer/middleman network reaches people who will pay far more to get something that they like and want, then a $900k+ buying price is possible.
The problem is that this isn’t being communicated to the seller.
The buyer also does not know how much the seller would have been willing to take, or how much the seller is actually getting.
A bill of sale that lists the actual purchase price of the horse, signed by both buyer and seller, with or without disclosure of commissions, would take care of that.
So long as buyers and sellers refuse to act in their own best interests and do not require proper transaction documentation and procedures, they are setting themselves up to be done over this way by those in the middle. Seller and buyers can put a stop to this any day. The fact that they don’t is not anyone’s problem but their own.
I don’t blame the seller for being outraged and for trying to hold the trainer accountable. But the seller did this to herself by not using the simple bill of sale (or other documentation) that would have required legal disclosure of the actual selling price, signed by the relevant parties.
(I’d like to read the contract that the seller had with the trainer. Did the trainer actually violate it, specifically? It was just between them, and did not include the buyer or any other party, per what’s been made public so far.)
You can read the Complaint and Bill of Sale and any future filings here https://www.mypalmbeachclerk.com/cctrecordsearch.aspx It is easiest to search by last name only since you will not get a hit unless the whole party name is correctly entered (first name, middle initial etc)
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^^^ Used the link posted above.
A hearing is scheduled for November 2, 2017, at 8:45.
Judge Joseph Marx.
Palm Beach County Circuit Court
205 N. Dixie Highway, Courtroom 10E
West Palm Beach, FL
Caroline Roffman/Lionshare is asking for an extension of time to file answer to plaintiff’s complaint.
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That doesn’t look good for Roffman. Not being an attorney however, I can’t tell if there is a technicality buried in there somewhere that would help her. It sure looks bad.
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Thanks for the pointer.
Wow. Because of the amount of money, and the claim of outright lying and deliberate misrepresentation, and the claim that the Sale & Purchase Agreement is essentially fictitious, intended to deceive Ms. Tarjan, could this become a criminal case, prosecuted by a district attorney? In addition to the civil case. Especially as the court document claims that these shenanigans were Roffman’s real intent when she signed the commission contract. I would imagine Ms. Tarjan has asked that question, wonder what the answer was.
among other things, the key charge is …
Violation of Florida’s Unfair and Deceptive Trade Practices Act
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Para 83: “Pursuant to Rule 5H-26.004 of the Florida Administrative Code, the sale of purchase of any horse in Florida must be accompanied by a written bill of sale that contains, among other things, the signature of the purchaser, the date of the sale, and the purchase price of the horse.”
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According to the court document, the Sale & Purchase Agreement that was signed by Tarjan is fictitious.Apparently Ms. Tarjan has never gotten a version with the buyer’s signature from Roffman.
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Para 92 is also significant - the law that the agent has to disclose their commission in writing to the seller, and that Ms. Tarjan would have had to agree in writing
Action to Pierce the Corporate Veil of Lionshare as Roffman’s Alter Ego - So they are going after Roffman’s personal assets.
If the two of them do go to court, or to some sort of negotiated settlement (most likely outcome, I’m guessing), and they contradict each other, and the other parties don’t support Ms. Tarjan’s claims, what then?
But that said, Roffman is now on the spot to produce documents that would get her off the hook. That is, a Purchase & Sale Agreement signed by Ms. Tarjan and the person Roffman told Tarjan was the purchaser, Peter Eekman Horses. If that is produced and validated, either that is the end of the matter, or else Peter Eeekman becomes an active party as someone Ms. Tarjan may be the next to sue.
Curious about what Bethany Pelsar will have to say, and what purchase documents she has for Faberge…
So although, according to this document, Roffman could have told the truth about the sale and made a $90k commission, but instead took another path and made $600k for herself … there are some deductions from the $600k take-home. The seller found out (always a significant risk) and now there will be attorney fees $$$. That there may be a negotiated settlement, likely to be large, maybe even most of the $600k. That other costs still to be realized may be out there. Given all that, wouldn’t making a $90k commission with no problems attached to it have been the more profitable path, in the end?
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In answer to your question, Yes and it is the honest way, but 90k is such a measley amount when compared to 600k.
You bring up some very interesting points. I wonder who is going to throw whom under the bus before it’s over?
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The interesting thing is that - going by that court document - if Roffman had actually gone through Peter Eekman, sold the horse to him for $300k, then turned around and had him sell the horse to Pelsar for $900k - I’m not sure, but it might have been legal. The Sale & Purchase Agreement would have actually been accurate, for the Tarjan side.
I don’t know the law enough to know if using Eekman as a pass-through sale would have removed the chance to sue … or maybe if the horse would have had to have been in Eekman’s possession for a month or some period of time before the sale to Pelsar.
I wonder how much of the inner workings of this deal, and the whys of what was done, will eventually come out. It is very instructive of what both buyers and sellers should know to protect themselves.
After reading through much of this thread, this looks like something that goes well beyond a civil complaint into criminal territory.
if the civil suit succeeds in bringing financial records for this Llc out in the open during the discovery process… I think it’s a decent guess they are going to discover some sort of tax problem (Failure to report income) on top of everything else. Not smart…
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Yet another deduction from the $600k take-home. Unless some documents and statements come forth that can make all of this right, this could be the most expensive $600k payday ever. The option for the honest $90k looks better and better.
Roffman hasn’t had her say, yet. I am sure there are many more details to come that will change the way this looks.
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Why would Tarjan want to have a motion to “pierce the corporate veil” of Lionshare, LLC to go after Rothman’s personal assets?
Is that because she (or her Attorney) thinks that Lionshare doesn’t have enough assets to cover whatever they are going to ask for? That is, the supposed $600k extra + attorney’s fees? What type of insurance do these BNT/NT typically have and would it cover them in the case of a lawsuit?
Tarjan is wealthy in her own right, so it’s not as if she’s doing this to stay afloat because she’s certainly not suffering financially from this. Yes, she may have lost out on $600k, but if it is true, it’s not something that is going to make or break her life financially. It would make her upset, yes, but not dig her into a hole.
Oh, I don’t know, maybe it is the principle of the matter, maybe because the whole thing stinks of…FRAUD? On multiple levels.
‘Piercing the corporate veil’ might be a way to force a look at the LLC books and bookkeeping. As in, “follow the money”—what, when, where, who and why.
I would think that if Tarjan really wanted to make a point, she would have asked for punitive damages. I don’t believe that the filing asked for that.
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If she can’t "pierce the veil " and she wins the case, Lionshare LLC will go bankrupt right?
I wonder if Ms.Tarjan is looking to pierce to corporate veil in order to see how the previous horse sales that Ms. Roffman went as far as the money goes. She may be wondering if the earlier dealings were honest.
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The lawsuit filling is specific about the “piercing the veil” issue. Basically, they seem to be alleging that Roffman’s personal finances and Lionshare LLC are intermingled… And that there is a case to be made that Roffman should be personally liable for what has gone on… and not be entitled to protections associated with a limited liability corporation. Bottom line… that puts A LOT of pressure on Roffman. Who knows what would be uncovered if the books of the LLC became fair game in a lawsuit and subject to the discovery process… Maybe they’ll find other similar problematic transactions, or maybe they’ll find tax reporting issues, or maybe they will find all finances are intermingled to such as extent that Roffman herself should be held liable for any damages… Liability shouldn’t be limited to the corporation (which will just declare bankruptcy and then Roffman can establish a new LLC in a few years and continue doing business without paying…).
I brought up the tax issue because the LLC either had to record the profits the made on this transaction and pay applicable taxes… Thus documenting the fraud… Or, they didn’t record the profits and pay applicable taxes… which is problematic as well. Maybe they have a slick accounting trick to work around this… But bottom line, you either did or didn’t make $600,000 in pure profit… That’s not easy to hide if you’re a small LLC run essentially by one person. If you don’t hide it… You owe taxes.
Of course it’s possible that the whole transaction was on the up and up, and Tarjan is in the wrong somehow and the suit will be dismissed… But in the event that is the case, then Lionshare LLC should have no problems disclosing all financial information.
I’m neither a lawyer nor an accountant in real life… Just used to work as a “coordinator” for a company that was dealing with multiple civil lawsuits on a variety of issues. My full time job for 2 years became responding to requests for production of documents associated with the discovery process, and coordinating between the legal and accounting departments for my employer. It was really interesting. Especially in terms of what the lawyers demanded both sides produce/disclose… And how much people freaked out once pressure was applied.
If Roffman really does have deep pockets, my guess is this will be settled ASAP.
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I still wonder what , if anything, the Federation ( USE USEF) will do with this issue. They changed the rules after the insurance killings. This is not cruelty but it damages the industry as a whole and is equally reprehensible. If found guilty, how are these people members in good standing inside our sport?
Regarding piercing the veil: Many small businesses exist that are set up by one person - I have one for consulting purposes. Any good lawyer will tell you to create the LLC to protect your private assets. In my case, my LLC has 0 assets. That is probably true of many unless they own some property or equipment. If my LLC gets sued, there is nothing there to pay out. If someone pierced the veil, a plaintiff could come after my home, my cars, my horses, my invested assets and so on.
My guess is that CR’s property is owned directly by her, not the LLC and thus protected from lawsuits
Yes, that is the idea. BUT if not managed properly, having the LLC is useless, because if it appears that they are not in fact separate entities, the court can “pierce the veil” and treat all assets as belonging to the individual.
Direct from my law school notes: “If an individual uses control of the corporation to further his own rather than the corporation’s business, he will be liable for the corporation’s acts.”
So if Lionshare LLC was the agent who was due a commission here, and that $600k ends up in CR’s bank account… done.
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Sidenote… Does anyone else find the fact that the LLC was named “Lionshare” a bit ironic? Or maybe brazen. If not intentional, it’s an interesting coincidence.
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