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Description: Tulsa, Oklahoma civil litigation lawyers represented Plaintiffs who sued Defendants on fraud, misrepresentation, breach of fiduciary duty, constructive fraud, constructive trust, alter ego liability, unjust enrichment, equitable accounting, and conversion of personal property theories.

Plaintiff, Levinson, Smith and Huffman, PC ("LSH"), is a law firm. Defendants Trevor Henson and Carter Bandy are attorneys who were formerly employed by LSH.
Plaintiff claims that, during their employment with LSH, Bandy and Henson breached their fiduciary duty to the firm by improperly taking distributions from Slayton Resources, LLC, which LSH claims is a business that was organized for the benefit of the firm's shareholders and was operated out of LSH, using LSH resources. Plaintiff has asserted claims against Henson and Bandy for:
o Fraud and Misrepresentation (against Henson and Bandy);
o Breach of Fiduciary Duty (against Henson and Bandy);
o Constructive Fraud (against Henson and Bandy);
o Constructive Trust (against all defendants);
o Alter Ego and Veil Piercing (against all defendants);
o Unjust Enrichment (against Henson and Bandy);
o Equitable Accounting (against all defendants); and Conversion of Property (against Henson and Bandy).
Defendants deny Plaintiffs allegations. Trevor Henson and Carter Bandy made an agreement with Lee Levinson, on behalf of LSH, regarding ownership and operation of Slayton. Defendants performed in accordance with the agreement.
Trevor Henson and Carter further contend Lee Levinson defrauded them and LSH intentionally destroyed Slayton's business. Additionally, LSH has failed to pay Trevor Henson various amounts owed to him. Defendants have counterclaimed for:
Tortious interference with contract against LSH Defamation against William Huffman Defamation against John Thetford
Repurchase of Henson's shares Fraud against LSH and Lee Levinson
Constructive Fraud against LSH and Lee Levinson
Breach of Fiduciary Duty against Lee Levinson and John Thetford Breach of Contract against LSH

Unjust Enrichment

Plaintiff and the Individual Counterclaim Defendants (Lee Levinson, William Huffman, and John Thetford), deny these claims.

A. Plaintifr s Pending Causes of Action:1
Plaintiff Levinson, Smith & Huffman P.C.'s causes of action that are pending (as articulated in Plaintiffs First Amended Petition) are as follows:

• Second Claim for Relief: Fraud and Misrepresentation (as against defendants Henson and Bandy);
• Third Claim for Relief: Breach of Fiduciary Duty (as against defendants Henson and Bandy);
• Fourth Claim for Relief: Constructive Fraud (as against defendants Henson and Bandy);
• Fifth Claim for Relief: Constructive Trust (as against all defendants);
• Sixth Claim for Relief: Alter Ego Liability/Veil-Piercing (as against all defendants);
• Seventh Claim for Relief: Unjust Enrichment (as against defendants Henson and Bandy);
• Eighth Claim for Relief: Equitable Accounting (as against all defendants); and
• Ninth Claim for Relief: Conversion of Personal Property (as against defendants Henson and Bandy).2

B. Defendants' Pending Causes of Action:
Defendants causes of action are listed in Section 4, in accordance with the form Pretrial Order provided in Rule 5 of the Rules for District Courts. Further, charts of all pending claims asserted by Defendants are attached as Exhibits B-D.

2. PLAINTIFF'S AND COUNTERCLAIM DEFENDANTS' CONTENTIONS:

A. List all Theories of Recovery and the Applicable Statutes, Ordinances and Common Law Rules Relied upon by Plaintiff and Counterclaim Defendants:

A detailed chart showing the Plaintiffs theories of recovery and corresponding legal authorities attached hereto as Exhibit B and incorporated herein by this reference. Consistent with those theories and legal authorities, Plaintiff contends as follows:
a) LSH states that defendant Bandy periodically provided prospective clients with a letter, which he authored acknowledging that Slayton Resources, LLC "*** is owned by the partners of Levinson, Smith and Huffman, P.C." The Bandy letter further described in detail the legal services which were available to the clients of LSH;
b) LSH contends that defendant Henson's alleged recollection of his conversation with Lee Levinson in July of 2016, which is the basis for all defendant's claims in this case, is false and known to be false by defendants Henson and Bandy;
c) LSH contends that the fraud, breach of duty, improper taking of funds and property, and related tortious misconduct committed by defendants Henson and Bandy bar any relief they may attempt to extract by asserting counterclaims;
d) LSH and the counterclaim defendants deny that they tortiously interfered with any business opportunities of the defendants;
e) LSH contends that, because Henson's and Bandy's tortious and illegal activities resulted in the improper taking of funds which they planned to divert and convert from the outset of their scheme, they suffered no damages even under the erroneous claim that they were the owners of Slayton Resources, LLC;
f) LSH denies that it had any legal, equitable, or other obligation to redeem Henson's stock upon his termination from the firm;
g) LSH contends that Henson's bad acts preclude him from taking anything as a shareholder of LSH;
h) LSH contends that Henson lacks standing to enforce his redemption rights under Oklahoma law. Accordingly, this Court lacks subject matter jurisdiction over Henson's redemption claim;
i) LSH contends that there is no precedent in the corporate history of the firm, nor could there be under applicable law, for defendant Henson's claims for compensation, damages, or any other form of monetary relief arising from the termination of his employment at LSH
j) LSH and the counterclaim defendants contend that there are no factual or legal bases for Henson's and Bandy's claims for punitive damages.
k) LSH contends that it suffered actual and punitive damages as a direct result of the wrongful activities of Henson and Bandy including, but not limited to, actual fraud, conversion, , , breach of duty, improper taking of funds, wire fraud, and a wide array of intentional acts and omissions;
l) LSH and the other counterclaim defendants state that, even if they had somehow interfered with defendants' business opportunities, no damages resulted;
m) LSH contends that, even if the agreement between the parties was as alleged by defendants, defendants suffered no damages as a result of their actions and misappropriations pursuant to the agreement;
n) LSH and counterclaim defendants deny they ever engaged in any fraudulent or wrongful activities, nor did defendants suffer any damages as a result of any acts or omissions of LSH or the counterclaim defendants;

o) The counterclaim defendants John Thetford and William Huffman deny that they defamed Henson. Any claim of defamation is barred by virtue of the litigation privilege, the defensive truth, and the absolute right of the counterclaim defendants to express their views and opinions regarding Henson.
p) LSH and counterclaim defendants deny that they committed constructive or actual fraud as alleged by the defendants and further state that the defendants did not, and could not, suffer any such damages;
q) LSH contends that neither the firm's actions nor inactions caused damages to defendant Henson or defendant Bandy;
r) LSH contends that under no circumstances are defendant Henson or defendant Bandy entitled to damages in light of their repeated acts of wrongdoing including, but not limited to, the conversion and misappropriation of LSH assets the harm caused by Henson and Bandy to LSH and other actions taken by these defendants in connection with the overall scheme to defraud which is alleged in the First Amended Petition.
s) LSH contends that defendants Henson and Bandy are estopped from making claims for damages against LSH, and any partner of LSH, in light of the defendants' illegal and unauthorized activities;
t) LSH contends that it is entitled to actual and punitive damages against defendants Henson and Bandy for the intentional actions they undertook, which were concealed and patently illegal, to obtain money which they were not entitled from LSH;
u) LSH contends that the defendants' interpretation of the agreement between the LSH shareholders creating Slayton Resources, LLC is in conflict with Bandy's express written statements to prospective clients.
v) LSH contends there are no written agreements and no conveyances of any interests, units, property, or anything else associated with Slayton to Henson and/or Bandy.
w) LSH contends that defendants violated the implied covenant of good faith by with their misconduct and wrongful activities under the Operating Agreement for Slayton Resources, LLC and are therefore barred from asserting any claims against LSH and the counterclaim defendants;
x) LSH and the counterclaim defendants specifically state and represent to this Court that the defendant Henson was at all times treated with exceptional generosity by Mr. Levinson and LSH, and was provided (and did accept) extraordinary gratuities from Mr. Levinson during the course of his employment. LSH and the counterclaim defendants never damaged or harmed defendant Henson in any way. To the contrary, Mr. Levinson hired Henson at the request of Henson's father when Henson had no employment. Subsequently, Mr. Levinson treated Henson with the utmost benevolence.

y) LSH and the counterclaim defendants represent to the Court that Henson and Bandy, unbeknownst to them, were engaged in the most egregious activities during the course of his employment, including but not limited to, lying, improper taking of funds, and fraud. Had LSH known of these defendants' opprobrious acts, prior to the discovery of Henson's lavish lake house defendants would have been terminated.;
z) Henson's claims for tortious interference (LSH), defamation (Huffman), and defamation (Thetford) are questions of law barred by the litigation privilege. See, e.g., Samson Investment Co. v. Chevaillier, 1999 OK 19, 988 P.2d 327).
aa) In addition, Henson's claim for repurchase of Henson's shares of Plaintiff (LSH) is likewise a question of law barred by lack of subject matter of the Court.
bb) Bandy's claim for defamation (Huffman) is a question of law barred by the litigation privilege. See, e.g., Samson Investment Co. v. Chevaillier, 1999 OK 19, 988 P.2d 327).
cc) Slayton's claims for tortious interference with business relations (LSH) and tortious interference with prospective business relations, are questions of law barred by the litigation privilege. See, e.g., Samson Investment Co. v. Chevaillier, 1999 OK 19, 988 P.2d 327).
dd) LSH and the counterclaim defendants state that defendants are not entitled to any relief whatsoever in this case in light of their material breeches of contract, fraudulent schemes, dishonesty, and other misconduct which was intentionally committed to benefit them at the expense of LSH and its shareholders;
ee) LSH contends that a jury in this case should determine the amount of damages caused by Henson and Bandy based on the evidence to be presented at trial;
ff) LSH denies, in its entirety, the so-called expert testimony of Don DeSelms;
gg) LSH denies that Mr. DeSelms meets the requirements imposed by Daubert and its progeny;
hh) LSH contends that its motions in limine, as described in section 6 of this pretrial order should be granted;
ii) LSH and the counterclaim defendants contend that defendants are estopped, in whole or in part, from asserting the claims in this action;
jj) LSH and the counterclaim defendants contend that defendants' claims are barred, in whole or in part, by the doctrine of waiver;
kk) LSH and the counterclaim defendants contend that defendants' claims are barred by the doctrine of unclean hands;
11) LSH and the counterclaim defendants contend that the defendants have failed to mitigate its damages, if any;

mm) LSH and the counterclaim defendants contend that any damage to defendants was the result of their own conduct;
nn) LSH and the counterclaim defendants contend that defendants have suffered no damages as the result of any actions or omissions of LSH or the counterclaim defendants;
oo) LSH and the counterclaim defendants contend that defendants' claims fail because plaintiffs' conduct was entirely lawful;
pp) LSH and the counterclaim defendants contend that defendants' claims fail because the plaintiffs' conduct was in furtherance of his own legitimate business interests;
qq) Defendants' alleged damages are speculative and not recoverable under Oklahoma law; and
rr) Plaintiff and Counterclaim Defendants dispute that they have waived any claims or affirmative defenses. In addition, Section 15 of the Oklahoma Rules of Civil Procedure provides that claims and defenses are to be set forth in the pre-trial order and, additionally, that the pre-trial order conform to the evidence tried by the parties. See Okla. Stat. tit. 12, § 2015(8). Lastly, Defendant Henson's objection to Plaintiffs contention that he lacks standing to enforce the statutory requirement that LSH repurchase his shares is not supported by the fact that standing is a matter of subject-matter jurisdiction of the court and "[i]t is well settled that subject-matter jurisdiction cannot be conferred by consent of the parties nor can the requirement therefore be waived by the parties." Barrett v. Barrett, 878 P.2d 1051, 1054 (Okla. 1994).

3. DEFENDANTS' CONTENTIONS:

A. List all Theories of Recovery and the Applicable Statutes, Ordinances and Common Law Rules Relied upon by Defendants:

1. Plaintiff cannot establish the elements of fraud or constructive fraud. See Bowman
v. Pressley, 2009 OK 48,212 P.3d 1210.

a. Plaintiffs claims are barred by the terms of the agreement between Henson/Bandy /Slayton.

b. Defendants never made a false representation to Plaintiff.

c. Neither Henson nor Bandy had a duty to disclose information relating to Slayton.
d. Defendants disclosed all information they had a duty to disclose.

e. Neither Henson nor Bandy concealed any information from LSH.

f. To the extent LSH was entitled to any information relating to Slayton, neither Henson nor Bandy are liable for Michael Levinson's failure to disclose information to LSH.

2. Defendants performed in accordance with the terms of the agreement with Plaintiff, and Plaintiff has not suffered any damages because of any conduct of Defendants.

3. Plaintiff lacks standing to seek to recover any damages to Slayton, including any distributions Slayton made to Henson or Bandy. See Order, March 19, 2021; Order, Jan. 3, 2022; 18 Okla. Stat.§§ 2004, 2032; Okla. Horse Racing Ass'n v. Remington
Park, Inc., 1999 OK CIV APP 75,987 P.2d 1216.

4. Plaintiff lacks standing to assert any claims seeking to recover damages to Slayton, whether denominated as theft, embezzlement, misappropriation, constructive trust, equitable accounting, or otherwise. See Order, March 19, 2021; Order, Jan. 3, 2022; 18 Okla. Stat. §§ 2004, 2032; Okla. Horse Racing Ass'n v. Remington Park, Inc., 1999 OK CIV APP 75, 987 P.2d 1216.

5. Plaintiff has not sought a declaration that it owns Slayton; therefore, Plaintiff cannot maintain any action predicated on ownership of Slayton, including its claims for breach of fiduciary duty, constructive fraud, constructive trust, and equitable accounting.

6. Plaintiff cannot establish the elements for a claim of breach of fiduciary duty against Henson.

a. As a minority shareholder, Henson did not owe LSH any fiduciary duty as a matter of law. See 18 Okla. Stat. §§ 1001 et seq. (not creating any fiduciary duties owed by minority shareholder); see also Renberg v. Zarrow, 1983 OK 22,, 19, 667 P.2d 465.

b. As an associate, Bandy did not owe LSH any fiduciary duty as a matter of law.

c. As a matter oflaw, Plaintiff, as a professional corporation, cannot have owned an interest in Slayton, making it impossible for Slayton to have been a "corporate opportunity" owed to Plaintiff. See 18 Okla. Stat. §§ 806, 814.

d. Neither Henson nor Bandy owed a fiduciary duty to Plaintiff relating to Slayton.

e. Slayton complied with its Agreement with LSH and no other breach has been alleged.

7. Plaintiff cannot establish the elements for a claim of constructive trust. Nichols v. Nichols, 2009 OK 43,222 P.3d 1049.

8. Plaintiff cannot maintain a claim for constructive trust because Plaintiff has no standing to seek to recover distributions by Slayton. See Order, March 19, 2021;

Order, Jan. 3, 2022; 18 Okla. Stat. §§ 2004, 2032; Okla. Horse Racing Ass'n v.
Remington Park, Inc., 1999 OK CIV APP 75, 987 P.2d 1216.

9. Plaintiff cannot establish the elements of a claim of "alter ego liability/veil­ piercing."

a. There is no basis for "piercing the corporate veil" because there was no scheme to perpetrate a fraud. Kenkel v. Parker, 2015 OK 81,362 P.3d 1145.

b. Each entity Defendant observed all corporate formalities, and none was used as an instrumentality of any individual or entity. See Lewis v. Central Okla. Med. Grp., Inc., 2000 OK CIV APP 2, 998 P.2d 202.

c. Plaintiffs claim for alter-ego liability is moot. Plaintiff does not assert any claims against entity defendants for which it has not also asserted such claims against Henson and Bandy individually.
10. Plaintiff cannot establish the elements of a claim for unjust enrichment. Harvell v. Goodyear Tire & Rubber Co., 2006 OK 24, 164 P.3d 1028; Horton v. Bank of Am., NA., 189 F. Supp.3d 1286 (N.D. Okla. 2016). Plaintiff was enriched by Defendants.

11. Plaintiff cannot establish a right to the relief of an equitable accounting. Plaintiff has not and cannot establish any amounts due to it from any Defendant. See Margaret Blair Trust v. Blair, 2016 OK CIV APP 47, 378 P.3d 65.

12. Plaintiff cannot establish, and has not alleged, the elements of a claim for conversion against Henson. E.g., Tillman v. Shofner, 2004 OK CIV APP 40, 90 P.3d 582.

13. Plaintiff has repeatedly sworn under penalty of perjury that is does not own Slayton, and Plaintiffs claims therefore are barred, in whole or in part, by the doctrine of quasi-estoppel. E.g., Willard v. Ward, 1994 OK CIV APP 35, 875 P.2d 441; Neiman-Marcus Grp., Inc. v. Dworkin, 919 F.2d 368 (5th Cir. 1990).

14. Plaintiff has retained all benefits of payments from Slayton, and Plaintiffs claims therefore are barred in whole, or in part, by the doctrines of waiver, estoppel, ratification, and/or acquiescence. 15 Okla. Stat. § 75; Shephard v. CompSource Oklahoma, 2009 OK 25, 209 P.3d 288; Outboard Marine Center v. Little Glasses Corp., 1959 OK 40,338 P.2d 1101; Apache Tribe of Okla. v. Graves, 2012 OK CIV APP 70,280 P.3d 978.

15. Plaintiffs claims are barred, in whole or in part, by the applicable statutes of limitation. 12 Okla. Stat. § 95(3); Jones v. Jones, 1969 OK 147, 459 P.2d 603;
Calvert v. Swinford, 2016 OK 100, 382 P.3d 1028; Daugherty v. Farmers Coop. Ass'n, 1984 OK 72, 689 P.2d 947; Williams v. Meeker N Dawson Nursing, LLC,

2019 OK 80, 455 P.3d 908; Norman v. United States, 942 F.3d 1111 (Fed. Cir.
2019).

16. Michael Levinson was a dual agent ofLSH and Slayton with LSH's knowledge and consent. Accordingly, LSH is estopped from denying all knowledge of Michael Levinson. E.g., Newsom v. Watson, 1946 OK 16, 177 P.2d 109. Michael Levinson's knowledge precludes LSH from maintaining a claim for fraud, constructive fraud, breach of fiduciary duty, constructive trust, or equitable accounting.

17. Having retained benefits paid to it by Michael Levinson, LSH is estopped from denying Michael Levinson's acted on LSH's behalf. State ex rel. Fisher v. Heritage Nat'llns. Co., 2006 OK CIV APP 119, 146 P.3d 815.

18. Plaintiff is not entitled to relief because it comes before the Court with unclean hands. Tulsa Torpedo Co. v. Kennedy, 1928 OK 383, 268 P. 205,206.

19. The Court cannot grant Plaintiff relief on its claims because it is legally prohibited from owning Slayton. 18 Okla. Stat. §§ 806, 814; Brinley v. Williams, 1941 OK 141, 114 P.2d 463; Town of Buffalo v. Walker, 1925 OK 338,257 P. 766; Frasier, Frasier & Hickman, L.L.P. v. Flynn, 2005 OK CIV APP 33, 114 P.3d 1095.

20. Defendants' liability is several.

21. To the extent Plaintiff is entitled to any relief, such relief is subject to off-set or recoupment, and Plaintiffs liability to Henson exceeds any amount Plaintiff could recover from Henson.

22. Defendants deny Plaintiffs claims and deny Plaintiff suffered any damages or is entitled to any relief.

23. Plaintiff and Counterclaim Defendants waived affirmative defenses not pied in their Answers. See 12 Okla. Stat. § 2008(C); Jordan v. Jordan, 2006 OK 88, 1 16, 151
P.3d 117, 120 ("affirmative defenses must be raised by the parties or are waived"). Defendants object specifically to the following listed in Plaintiffs Contentions:

a. Plaintiffs Contention (f), which denies any legal, equitable, or other obligation to redeem Henson's shares. (Defendants do not contend Plaintiff waived Plaintiffs Contention (h), which assets Henson lacks standing to enforce his redemption rights.)

b. Plaintiffs Contention (v) that Defendants violated any implied covenant of good faith.

c. Plaintiffs Contention (cc) to the extent it refers to "material breaches of contract" because Plaintiff has not alleged any claim for breach of contract.

4. Defendants' Claims for Relief (By Counterclaim or Set-Off):3

A. List All Theories of Recovery and the Applicable Law Relied Upon.

1. Defendant Trevor Henson's Counterclaims

a. Tortious Interference with Business Relations (LSH). Common Law. See Wilspec Techs., Inc. v. Dunan Holding Group Co., Ltd, 2009 OK 12, 204 P.3d 69.

b. Defamation (Huffman). 12 Okla. Stat. § 1442 and Common Law. See Nelson v. Am. Hometown Publ'g, Inc., 2014 OK CIV APP 57,333 P.3d 962.

c. Defamation (Thetford). 12 Okla. Stat. § 1441 and Common Law. See Nelson v. Am. Hometown Publ'g, Inc., 2014 OK CIV APP 57,333 P.3d 962.

d. Repurchase of Henson's Shares of Plaintiff (LSH). 18 Okla. Stat.§ 815; see also Journal Entry of Judgment on Defendant Trevor Henson's Counterclaim Under 18 Okla. Stat. § 815, Dec. 30, 2020.

e. Fraud (Plaintiff and Lee Levinson). 15 Okla. Stat. § 58 & Common Law.
See Sutton v. David Stanley Chevrolet, Inc., 2020 OK 87,475 P.3d 847

f. Constructive Fraud (Plaintiff and Lee Levinson). 15 Okla. Stat. § 59 & Common Law; see See Sutton v. David Stanley Chevrolet, Inc., 2020 OK 87,475 P.3d 847, 853.

g. Breach of Fiduciary Duty (Lee Levinson and John Thetford) and/or Breach of Contract (LSH).4 Common Law. Consistent with its S-Corporation election, Levinson and Thetford, as officers of LSH, owed a duty to each shareholder, including Henson, to ensure that LSH paid proportionate distributions of profits and losses to all shareholders. Levinson and Thetford authorized a disproportionate allocation of profits and losses since Henson's termination, in breach of their fiduciary duties to Henson. Alternatively, LSH's S-Corporation election was an agreement among the shareholders to share all profits and losses in proportion to ownership, which LSH has failed to do since November 2019.

h. Breach of Contract (LSH). Common law. Plaintiff has failed to pay Henson amounts due to him under Plaintiffs Bonus Incentive Plan.


3 Nothing in this Pretrial Order shall be deemed to waive Defendants' right to appeal any order of this Court, including any adverse rulings on summary judgment.

4 Henson originally pled this claim (Ninth Counterclaim) against all Counterclaim Defendants. Henson narrows and amends his claim as stated herein.

1. Recovery of prevailing party costs. 12 Okla. Stat. § 928

J. Recovery of statutory prejudgment interest. 12 Okla. Stat.§ 727.1.

2. Defendant Carter Bandy's Counterclaims

a. Defamation (Huffman). 12 Okla. Stat. § 1442 and Common Law. See Nelson v. Am. Hometown Publ'g, Inc., 2014 OK CIV APP 57,333 P.3d 962.

b. Fraud (Plaintiff and Lee Levinson). 15 Okla. Stat. § 58 & Common Law.
See Sutton v. David Stanley Chevrolet, Inc., 2020 OK 87,475 P.3d 847

c. Constructive Fraud (Plaintiff and Lee Levinson). 15 Okla. Stat. § 59 & Common Law; see See Sutton v. David Stanley Chevrolet, Inc., 2020 OK 87,475 P.3d 847, 853.

d. Breach of Contract (Plaintiff). Common law. Plaintiff has failed to pay Bandy for lost income and inappropriately received 25% of the profits of Slayton because it breached the agreement made on its behalf by Lee Levinson.

e. Unjust Enrichment (Plaintiff) To the detriment of Bandy, Plaintiff received 25% of the profits of Slayton which conferred on it an inappropriate benefit as a result of their breach of an implied contract.

f. Recovery of prevailing party costs. 12 Okla. Stat. § 928

g. Recovery of statutory prejudgment interest. 12 Okla. Stat. § 727.1.

3. Defendant Slayton Resources, LLC's Counterclaims (Against LSH)5
a. Tortious Interference with Business Relations. Common Law. See Wilspec Techs., Inc. v. Dunan Holding Group Co., Ltd., 2009 OK 12,204 P.3d 69.

b. Tortious Interference with Prospective Economic Relations. Loven v. Church Mut. Ins. Co., 2019 OK 68,452 P.3d 418.



5 In its Order Denying in Part and Sustained in Part Motion for Summary Judgment on Slayton's Counterclaims, the Court denied summary judgment as to LSH and sustained summary judgment as the individual counterclaim defendants on the basis that corporate officers, directors, and shareholders are not liable when acting on behalf of the corporation. Lee Levinson surrendered his shares ofLSH in 2019, and Lee Levinson was not an officer, director, or shareholder of Slayton thereafter. Because Levinson's status as a shareholder (or lack thereof) was not at issue at summary judgment, Slayton requests the Court to allow it to present evidence on these counterclaims against Lee Levinson, individually, with respect to actions after he ceased to be an officer, director, or shareholder of LSH.

c. Conversion. Am. Biomedical Grp., Inc. v. Techtrol, Inc., 2016 OK 55, 374 P.3d 820.

d. Recovery of prevailing party costs. 12 Okla. Stat. § 928.

e. Recovery of statutory prejudgment interest. 12 Okla. Stat. § 727.1.

B. List Damages or Relief Sought.

1. Defendant Trevor Henson's Counterclaims

a. Tortious Interference with Business Relations: Actual and punitive damages to be determined at trial.

b. Defamation (Huffman): Actual and punitive damages to be determined at trial.

c. Defamation (Thetford): Actual and punitive damages to be determined at trial.
d. Repurchase of Henson's Shares of Plaintiff (Plaintiff): (1) Book Value of Henson's Share ($258,384.00) + (2) post-judgment interest through July 28, 2022 ($21,428.00) + (3) interest thereafter of$37.16 per day+ (4) attorneys' fees and costs.

e. Fraud (Plaintiff and Lee Levinson): (1) Total Payments from Slayton to LSH [$1,569,744.91] + (2) Total Payments to Michael Levinson [$1,136,257.68] + (3) 50% of Slayton lost profits [>$5,000,000.00] + (4) Attorneys' Fees and costs resulting from the fraud (as an element of damage) exceeding $200,000 + (5) punitive damages (to be determined at trial).

f. Constructive Fraud (Plaintiff and Lee Levinson): (1) Total Payments from Slayton to LSH [$1,569,744.91] + (2) Total Payments to Michael Levinson [$1,136,257.68] + (3) 50% of Slayton lost profits [>$5,000,000.00] + (4) Attorneys' Fees and costs (to be determined at trial)+ (5) punitive damages (to be determined at trial).
g. Breach of Fiduciary Duty and/or Breach of Contract: (1) distributive share of Plaintiffs 2020 losses ($93,710.16) + (2) distributive share of Plaintiffs 2021 profits or losses (to be determined) + punitive damages (to be determined at trial).

h. Breach of Contract (Plaintiff): $50,152.07 plus interest.

1. Recovery of prevailing party costs: Post-trial.

J. Recovery of statutory prejudgment interest: Post-trial.

2. Defendant Carter Bandy's Counterclaims

a. Defamation (Huffman): Actual and punitive damages to be determined at trial.

b. Fraud (Plaintiff and Lee Levinson): (1) Total Payments from Slayton to LSH [$1,569,744.91] + (2) Total Payments to Michael Levinson [$1,136,257.68] + (3) 50% of Slayton lost profits [>$5,000,000.00) + (4) Attorneys' Fees and costs resulting from the fraud (as an element of damage) exceeding $350,000 + (5) punitive damages (to be determined at trial).

c. Constructive Fraud (Plaintiff and Lee Levinson): (1) Total Payments from Slayton to LSH [$1,569,744.91) + (2) Total Payments to Michael Levinson [$1,136,257.68] + (3) 50% of Slayton lost profits [>$5,000,000.00) + (4) Attorneys' Fees and costs (to be determined at trial)+ (5) punitive damages (to be determined at trial).

d. Brach of Contract (Plaintiff) lost income to be determined at trial and 25% of the profits of Slayton.
e. Unjust Enrichment (Plaintiff) 25% of the profits of Slayton.

f. Recovery of prevailing party costs: Post-trial.

g. Recovery of statutory prejudgment interest: Post-trial.

4. Defendant Slayton Resources, LLC's Counterclaims

a. Tortious Interference with Business Relations: (1) Amounts held in suspense+ (2) lost profits to be determined at trial+ (3) punitive damages to be determined at trial.

b. Tortious Interference with Prospective Economic Relations: Actual damages to be determined at trial in accordance with the formula below, plus punitive damage to be determined at trial.

(Number of acres owned and to be acquired (1,903 owned plus amounts to be acquired to be determined at trial)
MULTIPLIED BY
Value per Acre ($8,000-$11,000, to be determined at trial)] MULTIPLIED BY
[Slayton's lease ownership percentage (.333)) MINUS
[Lease acquisition costs (-$1500,000, to be determined at trial)]

c. Conversion: Same as (b) above.

d. Recovery of prevailing party costs: Post-trial.

e. Recovery of statutory prejudgment interest: Post-trial.

10-31-2022 CTFREE


DRUMMOND DOUG: THE CASE COMES ON FOR JURY TRIAL; KIM DEBOARD, COURT REPORTER; LEVINSON SMITH & HUFFMAN PC AS PLAINTIFF; JOE FARRIS, JILL WALKER, CHAD KUTMAS, JOEL WOHLEGMUTH AND CLARK BREWSTER PRESENT AS ATTORNEY(S) FOR PLAINTIFF; TREVOR HENSON, SLAYTON RESOURCES LLC, BIG ERN OIL LLC, GLOBAL WORLDWIDE HOLDINGS LLC AND HUCKLEBERRY LAND LLC AS DEFENDANT(S); CHRIS WOODS AS ATTORNEY(S) FOR DEFENDANT(S); CARTER BANDY AS DEFENDANT; JEFF BAUM AND JOHN CARWILE AS ATTORNEY(S) FOR DEFENDANT. DETAILED MINUTE TO BE ENTERED AT CONCLUSION OF TRIAL.


11-07-2022 CTFREE


DRUMMOND, DOUG: STATEMENT OF THE CASE AND INSTRUCTIONS OF LAW ENTERED;

NOW ON THIS 7TH OF NOVEMBER, 2022, THE DISTRICT COURT OF TULSA COUNTY, OKLAHOMA RECONVENES PURSUANT TO ADJOURNMENT. PRESENT AND PRESIDING: HONORABLE DOUG DRUMMOND, DISTRICT COURT JUDGE; KIM DEBOARD, COURT REPORTER; WALT SINCLAIR, BAILIFF; JATWANA CLEMONS, MINUTE CLERK. PUBLIC PROCEEDINGS WERE HAD TO WIT:

CASE CALLED FOR JURY TRIAL. BOTH SIDES PRESENT IN OPEN COURT AND ANNOUNCE READY FOR TRIAL. PLAINTIFF LEVINSON SMITH & HUFFMAN IS PRESENT IN PERSON WITH COUNSEL JOE FARRIS, JILL WALKER, CHAD KUTMAS, JOEL WOHLEGMUTH, AND CLARK BREWSTER; DEFENDANTS TREVOR HENSON, SLAYTON RESOURCES LLC, BIG ERN OIL LLC, GLOBAL WORLDWIDE HOLDINGS LLC AND HUCKLEBERRY LAND LLC IS PRESENT IN PERSON WITH COUNSEL JEFF BAUM AND JOHN CARWILE.

HE JURORS ARE CALLED AND SWORN AS TO QUALIFICATIONS. THE JURY IS IMPANELED AND EXAMINED FOR CAUSE. ONE IS EXCUSED FOR CAUSE. THREE (3) PEREMPTORY CHALLENGES ARE MADE BY THE PLAINTIFF. THREE (3) PEREMPTORY CHALLENGES ARE MADE BY THE DEFENDANT. TWELVE (12) JURORS AND ONE (1) ALTERNATE ARE ACCEPTED AND SWORN TO TRY THE CAUSE.
NO RULE OF SEQUESTRATION. OPENING STATEMENT IS MADE BY THE PLAINTIFF. OPENING STATEMENT MADE BY DEFENDANT. ELEVEN (11) WITNESSES ARE SWORN. PLAINTIFF PRESENTS EVIDENCE AND RESTS AFTER TWO (2) WITNESSES. PLAINTIFF WITNESSES: (1)LEE LEVINSON, (2)MICHAEL LEVINSON. DEFENDANT PRESENTS EVIDENCE AND RESTS AFTER SEVEN (7) WITNESSES. DEFENDANT WITNESSES: (1)TREVOR HENSON, (2)CARTER BANDY, (3)GARY LARUE, (4)TODD WOOLERY, (5)LANDY DOYEL, (6)TIM CRAVENS, (7)DON DESELMS-EXPERT. PLAINTIFF'S MOTION FOR DIRECTED VERDICT IS DENIED IN PART AND GRANTED IN PART. DEFENDANT'S MOTION FOR DIRECTED VERDICT IS DENIED IN PART AND GRANTED IN PART.

THE JURY IS INSTRUCTED AS TO THE LAW. CLOSING ARGUMENTS ARE MADE. THE SWEARING OF THE BAILIFF IS WAIVED AND AT 11:59 A.M. ON NOVEMBER 7, 2022, THE JURY RETIRES FOR DELIBERATION IN CUSTODY OF THE BAILIFF. AT 5:15 P.M. ON NOVEMBER 7, 2022, THE JURY RETURNS INTO OPEN COURT WITH THEIR VERDICT.

Outcome: VERDICT FORM
WE, THE JURY, EMPANELED AND SWORN IN THE ABOVE ENTITLED CAUSE, DO, UPON OUR OATHS, FIND AS FOLLOWS:

1. BREACH OF FIDUCIARY DUTY-PLAINTIFF AGAINST DEFENDANT CARTER BANDY: IN FAVOR OF DEFENDANT CARTER BANDY.

2. FRAUD- PLAINTIFF AGAINST DEFENDANT CARTER BANDY: IN FAVOR OF PLAINTIFF, LEVINSON, SMITH & HUFFMAN, P.C. THE DOLLAR AMOUNT OF ITS ACTUAL DAMAGES IS THE SUM OF $0.00. WE DO NOT FIND BY CLEAR AND CONVINCING EVIDENCE BANDY ACTED IN RECKLESS DISREGARD OF THE RIGHTS OF OTHERS. WE DO NOT FIND BY CLEAR AND CONVINCING EVIDENCE BANDY ACTED INTENTIONALLY AND WITH MALICE TOWARD OTHERS.

3. CONSTRUCTIVE FRAUD-PLAINTIFF AGAINST DEFENDANT CARTER BANDY: IN FAVOR OF DEFENDANT CARTER BANDY.

VERDICT FORM SIGNED BY TEN JURORS.

1. BREACH OF FIDUCIARY DUTY-PLAINTIFF AGAINST TREVOR HENSON: IN FAVOR OF DEFENDANT HENSON.

2. FRAUD-PLAINTIFF AGAINST TREVOR HENSON: IN FAVOR OF DEFENDANT HENSON.

3. CONSTRUCTIVE FRAUD-PLAINTIFF AGAINST TREVOR HENSON: IN FAVOR OF PLAINTIFF LEVINSON, SMITH & HUFFMAN, P.C. THE DOLLAR AMOUNT OF ITS ACTUAL DAMAGES IS THE SUM OF $0.00. WE DO NOT FIND BY CLEAR AND CONVINCING EVIDENCE HENSON ACTED INTENTIONALLY AND WITH MALICE TOWARD OTHERS. WE DO NOT FIND BY CLEAR AND CONVINCING EVIDENCE HENSON ACTED INTENTIONALLY AND WITH MALICE TOWARD OTHERS.
VERDICT FORM SIGNED BY TEN JURORS.

1. REPURCHASE OF SHARES-AGAINST LEVINSON, SMITH & HUFFMAN, P.C.: WE FIND THE AMOUNT OF HIS ACTUAL DAMAGE IS $100,000.00.

2. BREACH OF CONTRACT FOR DISTRIBUTIONS-AGAINST LEVINSON, SMITH & HUFFMAN , P.C.: IN FAVOR OF COUNTERCLAIM DEFENDANT LEVINSON, SMITH & HUFFMAN, P.C.

3. BREACH OF CONTRACT FOR BONUS PAYMENTS-AGAINST LEVINSON, SMITH & HUFFMAN, P.C.: IN FAVOR OF COUNTERCLAIM DEFENDANT LEVINSON, SMITH & HUFFMAN, P.C.
VERDICT FORM SIGNED BY TEN JURORS.

1. FRAUD-TREVOR HENSON AGAINST LEE LEVINSON: IN FAVOR OF LEE LEVINSON.
2. CONSTRUCTIVE FRAUD-TREVOR HENSON AGAINST LEE LEVINSON: IN FAVOR OF LEE LEVINSON.

VERDICT FORM SIGNED BY FOREMAN.

1. TORTIOUS INTERFERENCE WITH CONTRACT-SUSPENSE PAYMENTS: IN FAVOR OF PLAINTIFF LEVINSON, SMITH & HUFFMAN, P.C.

2. TORTIOUS INTERFERENCE WITH CONTRACT-RAM JOINT VENTURE; IN FAVOR OF PLAINTIFF LEVINSON, SMITH & HUFFMAN, P.C.
VERDICT FORM SIGNED BY FOREMAN.

1. FRAUD-CARTER BANDY AGAINST LEE LEVINSON: IN FAVOR OF LEE LEVINSON.

2. CONSTRUCTIVE FRAUD-CARTER BANDY AGAINST LEE LEVINSON: IN FAVOR OF LEE LEVINSON.

VERDICT FORM SIGNED BY FOREMAN.

1. EXEMPLARY OR PUNITIVE DAMAGES---FIRST STAGE: AGAINST CONSIDERATION OF PUNITIVE DAMAGES.

INSTRUCTION NO. 53 SIGNED BY FOREPERSON.

1. EXEMPLARY OR PUNITIVE DAMAGES---FIRST STAGE: AGAINST CONSIDERATION OF PUNITIVE DAMAGES.

INSTRUCTION NO. 54 SIGNED BY FOREPERSON.
JURY POLLED: YES, ON THREE VERDICT FORMS.

JURY RELEASED.

Plaintiff's Experts:

Defendant's Experts:

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