TB HOLDINGS LLC v. 3333 LLC

IN THE DISTRICT COURT OF OKLAHOMA COUNTY STATE OF OKLAHOMA TB HOLDINGS LLC, Plaintiff, - vs - 3333 LLC, ASHLEY TUCKER DYER, BLAINE DYER, CASH HOLDINGS LLC, KNIGHTHAWK INVESTMENTS LLC, GOLLADAY CONSULTING LLC, and THE UNITED STATES OF AMERICA, Defendants. PETITION COMES NOW the Plaintiff and for its causes of action against the Defendants, would state to the Court as follows: 1. Plaintiff TB Holdings LLC ("TB") is a domestic limited liability company doing business in Oklahoma County, Oklahoma. 2. Defendant 3333 LLC ("3333") is a domestic limited liability company doing business in Oklahoma County, Oklahoma and may be served process through its registered agent in Oklahoma County. 3. Defendant Ashley Tucker Dyer ("Ashley") is an individual who upon information and belief is a resident of and domiciled in Tulsa County, Oklahoma. 4. Defendant Blaine Dyer ("Blaine") is an individual who upon information and belief is in custody of the federal bureau of prisons as inmate No. 05330-510. 5. Defendant Cash Holdings LLC is an inactive domestic limited liability company which did or is doing business in Oklahoma County Oklahoma and may be served process through Blaine who is its registered agent. 6. Defendant Knighthawk Investments LLC ("Knighthawk") is a domestic limited liability company doing business in Oklahoma County, Oklahoma and may be served process through its registered agent in Oklahoma County. 7. Golladay Consulting LLC ("Golladay") is a domestic limited liability company doing business in Oklahoma County, Oklahoma and may be served process through its registered agent in Oklahoma County. 8. The United States of America ("USA") is the federal government which possesses legislative and executive power through the Department of Justice which includes forfeiture actions and may be served process pursuant to FRCP 4, which Oklahoma has expressly adopted for that purpose. 9. The real property that is the subject of the action is in Oklahoma County. The contracts which are the subject of this action were executed in Oklahoma County. The disputes between the parties accrue in Oklahoma County. The acts or failures to act which give rise to contract liability, tort liability, and equitable jurisdiction occurred and accrued in Oklahoma County. Jurisdiction and venue are proper. 10. TB purchased real property commonly known as 3333 W. Hefner Road, Oklahoma City, OK 73120, more particularly described as follows to wit: QUAIL CREEK SEC 24 LOT 00B OF QUAIL CREEK SEC 24 PLUS PT SW4 SEC 24 13N 4W COMM 343.90FT S & 199.83FT SWLY OF NW/C OF BLK B OF QUAIL CREEK SEC 24 S84.55FT E74.39FT NWLY ALONG W LINE OF BLK B 112.42FT TO PT OF BEG, ("Subject Property") to operate a sports gym. 11. As part of that process, 3333 LLC loaned money to TB in the form of a note and second mortgage which said second mortgage was filed of record in the records of the Oklahoma County Clerk on October 10, 2022, and recorded in Book 15302 at Page 1403, and are incorporated herein by reference ("Note" and "Second Mortgage"). 12. TB has requested on several occasions the amount of unpaid principal balance, amount of unpaid interest, and if it is determined the Note or Second Mortgage is in default, the payoff amount. 3333 has provided said information in an inaccurate manner. 13. TB avers that there exists justiciable controversies in which a claim of right is asserted against one who has an interest in contesting it; the controversies are between parties whose interests are adverse; TB is seeking declaratory relief because TB has a legal interest in the controversies which means TB has a legally protectible interest; and the issues involved in the controversies are ripe for judicial determination. As a result, the Oklahoma Declaratory Judgment Act applies. 14. TB avers that a controversy exists regarding the unpaid principal balance of the aforementioned Note and Second Mortgage. This Court should enter a declaratory judgment as to the amount of the unpaid principal balance of the Note and Second Mortgage. 15. TB avers that a controversy exists regarding the amount of interest due for the aforementioned Note and Second Mortgage. This Court should enter a declaratory judgment as to the amount of interest due for the Note and Second Mortgage. 16. TB avers that a controversy exists whether a 15% additional penalty is due regarding the aforementioned Note and Second Mortgage. This Court should enter a declaratory judgment as to whether a 15% additional penalty is due for the Note and Second Mortgage. 17. TB avers that a controversy exists as to who has a membership interest in 3333, when said membership interests were acquired and/or disposed, and whether such persons had/have the authority to act on behalf of and/or bind 3333. This Court should enter a declaratory judgment on all such issues related to 3333. 18. TB avers that a controversy exists as to who or what entity has the right to execute a valid release of second mortgage which may be recorded in the land records. This Court should enter a declaratory judgment on any and all such issues related to the release of second mortgage. 19. TB avers that a controversy exists as to whether the USA has a claim or is entitled to payments made and/or default proceeds on the Note and Second Mortgage pursuant to its judgment lien #2024112501160904 filed in the Oklahoma County land records at Book 15934 Page 363, or any other forfeiture action or theory. This Court should enter a declaratory judgment on any and all such issues related to the interest of the USA in the Subject Property or any proceeds related thereto. 20. This Court has broad authority to enter declaratory judgments. This Court should enter any other declaratory judgments it deems proper in order to fully adjudicate any and all controversies between the parties. 21. The Note and Second Mortgage constitute valid and binding contracts. 22. The Note and Second Mortgage create a relationship which confer various duties. 23. The Note and Second Mortgage create a special relationship giving rise to an implied duty of good faith and fair dealing. TB avers that 3333 and/or its members or other parties in interest were obligated to act in a commercially reasonable manner. 24. TB demanded a payoff of the Note and Second Mortgage and 3333 breached its express and implied obligations under the Note and Second Mortgage to provide an accurate unpaid principal balance and/or amount of interest due, and/or evidence of a payoff if in default. 25. 3333 breached its express and implied obligations under the Note and Second Mortgage when it unlawfully applied a 15% penalty. 26. 3333 breached its express and implied obligations under the Note and Second Mortgage when it used the 15% late payment penalty as a default interest rate. 27. For some or all of the acts complained, 3333 and/or the other Defendants may be liable in tort for negligence. TB avers that a duty was owed to provide accurate figures and the providing of inaccurate unpaid principal balances, interest due, late payment penalties, default interest rates, or other information was a breach of said duty. 28. Some or all of the acts complained may also constitute a breach of fiduciary duties between the parties. 29. 3333 was/is under a statutory and common law duty to act in a commercially reasonable matter toward TB and must exercise ordinary care in its dealings with TB. 3333 failed to act in a commercially reasonable manner and failed to exercise reasonable care under the circumstances. 30. Some or all of the acts by 3333 and/or its members and/or its managers give rise to tort liability for intentional interference with contractual and prospective business relationships of TB because as a result of not only delay, but also the creation of uncertainty, TB has been unable to refinance or otherwise have full and free use of the Subject Property. 31. Upon information and belief, Knighthawk and/or Golladay was/were members and/or managers of 3333 and may claim some right or interest in the proceeds of the Note and Second Mortgage. 32. Some or all of the acts or failures to act by Ashley or Blaine may be outside the scope of their authority as a member or manager of some of the corporate parties. As a result, such acts may confer liability on Ashley or Blaine personally. 33. Due to the acts or failures to act on the part of some or all of the Defendants, TB has suffered damages. 34. Some of the acts or failures to act on the part of some or all of the Defendants were intentional, malicious, and/or in reckless disregard for the rights of others. As a result, punitive damages are proper and sought. 35. In the event there is no adequate remedy at law, this Court should invoke its equitable jurisdiction. 36. TB avers it is entitled to an equitable accounting. 37. This Court should fully and completely investigate the mutual acts of the parties and strike the balance and rendition of judgment in favor of the party entitled thereto. 38. In that event, this Court should enter its order or judgment for the payment of money which shall represent any balance due after the accounting. 39. TB reserves the right to bring other causes of action either by amendment or to be merged in the pretrial conference order pursuant to Oklahoma law. WHEREFORE the Plaintiff prays that various declaratory judgment be entered in its favor, seeks a money judgment in an amount in excess of the diversity jurisdiction requirements of the United States District Courts, seeks punitive damages, demands an accounting, requests attorney fees and costs, and any other relief the Court deems equitable and proper. COMBS THIESSEN PLLC James Thiessen OBA No. 20354 One Leadership Square 211 N. Robinson Suite 1630 Oklahoma City, OK 73102 Telephone: (405) 601-8811 Telecopier: (405) 708-7245 [email protected] Attorney for Plaintiff