[n]both We nor Bellicose features ‘controlled’ people underwriting requirements employed by and of LVD’s financing companies-at all times the LVD business retained full control over the underwriting criteria used to make loans.
The fresh new intimate guarding and unobtainability of mental property created by SourcePoint, as explained because of the Martorello in the written checklist, is also totally within odds together with denial in his statement one to “LVD acquired and you can hired the main extra economic worth of possession of all the mental property build in agreement of the SourcePoint.” That simply did not occurs. In other words, Martorello misrepresented the appropriate facts.
The fresh new Tribal Defendants and you will Martorello reported one “Yellow Material consulted having Bellicose from the day-to-date operations, however, most of the choices had been often created by Reddish Rock’s professionals or expressly delegated and you may overseen of the Red-colored Rock’s managers.” (ECF Zero. forty during the 5, Hazen Statement at the ¶ 11; ECF Zero. 106-step one at ¶ 22) New listing signifies that is not real. It is well-portrayed by the testimony off Craig Mansfield, good co-manager for Red-colored Stone. -115:3; 115:4-14; -22; -18; -; -120:1) That is completely in keeping with Martorello’s understanding that brand new Tribal executives do-nothing.
Mansfield admitted which he did not understand “how the decision regarding whether to finance the borrowed funds happened” or if one process taken place on booking
The negotiations respecting the sale of Bellicose and its conversion into Big Picture are instructive. When discussing the sale, in , Martorello informed LVD that, in any sale, “the seller will have to continue a last say so operating choices to protect the business out-of are lost by the new owner before being paid.” ( email between M. Martorello, K. Wichtman, D. Gravel, and Giizhigookway) (emphasis added). Then, in , Martorello informed Wichtman that:
He did not know how Yellow Stone received the money it wanted to loans this new loans and you may didn’t know how the brand new label facilities regarding the Philippines work (Mansfield Dep
After further discussions, the Bellicose companies will be sold merely ‘as are,’ with existing capital management in place and the company leftover drastically a comparable. Of course, a purchase, merger and dissolution are required for a tribal buyer, so the name will/jurisdiction of the LLC will change . . . moreover it should be run-in an equivalent style it was now.
We pleasantly choose continue to keep one details of [SourcePoint] Internet protocol address (including DM) explicitly for inner vision just, for the security your providers and you will keeping the integrity of an acquisition of the SourcePoint business. Should an acquisition actually transpire, obviously these will be relevant questions for the eyes of Management and those in the acquiring company on a need to know basis as well (I.e [sic] Certain IP, even in small doses should at all times be aggressively protected when the result is such a massive competitive advantage, like the process payday loans in Illinois of even just utilizing DM itself which SourcePoint owns and created.
I wasn’t indicating you to definitely [SourcePoint] disclose the magic sauce however, merely one to [SourcePoint] might be happy to show new co-managers those things they [the managers] is granting.
All of this shows quite clearly that the key ingredient of the lending operation, the underwriting criteria or “secret sauce,” was SourcePoint’s, not that of any Tribal Entity. And, the record shows that Martorello controlled the lending operations of LVD because, inter alia, he controlled the secret sauce (the key loan underwriting criteria), the linchpin to the lending operations.
Inside sum, the fresh record set that Plaintiffs established, quite clearly, the representations designed to the fresh new Court throughout the who regulated the newest LVD financing procedures in the Red Stone weren’t real. And you may, it is not debated you to Yellow Material afterwards is “rebranded” to be Big Visualize. And you will, except for a number of makeup alter (otherwise “otpics” since the Martorello explained him or her), new LVD lending procedure by way of Larger Visualize went on because it had under the Red Stone build.