New 8k Just filed RMHB vs Gisaffi- MASSIVE win for
Post# of 75355
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Posted On: 08/31/2018 2:32:46 PM
New 8k Just filed RMHB vs Gisaffi- MASSIVE win for RMHB!
http://secfilings.com/searchresultswide.aspx?...d=12945637
On August 30, 2018, the District Court for Dallas County, Texas (the “Court”) entered a final judgment and order in our favor and against Jerry Grisaffi (“Grisaffi”) in the case entitled Rocky Mountain High Brands, Inc. f/k/a Republic of Texas Brands, Inc. v. Jerry Grisaffi, et al ; Case Number DC-17-15441. In that case, we have been seeking the return of Series A Preferred Stock (“Series A”) issued to Grisaffi, our former Chairman of the Board, and common stock issued to certain other defendants or later obtained by certain other defendants for little or no consideration paid to the Company. We have alleged, among other things, that Grisaffi breached his fiduciary duty to the Company by issuing the Series A preferred shares to himself and by issuing common stock to himself and others. We are also seeking to void the Indemnification and Release Agreement (“Indemnification”) between the Company and Grisaffi that was executed in June 2017. Previously, on August 3, 2018, the Court entered an order dismissing Grisaffi’s derivative claims in the case.
On August 29, 2018, after a show cause hearing, the Court entered an order sanctioning Grisaffi for his repeated and unexcused refusals to make discovery in the case. As a sanction, the Court struck Grisaffi’s pleadings in the case and, on August 30, 2018, entered a Default Judgment against him. Under the Court’s Default Judgment:
1. The Court entered a monetary judgment against Grisaffi and in favor of the Company in the amount of $3,500,000 for fraud, breach of fiduciary duty, and conversion with respect to the Series A preferred stock.
2. The Court declared that the Employment Agreement with Grisaffi dated April 1, 2013 was void ab initio and unenforceable, and that all stock and promissory notes issued in connection with the Employment Agreement were also void ab initio and of no force and effect, including but not limited to:
a. The 1,000,000 shares of Series A Preferred Stock issued to Grisaffi;
b. The Convertible Promissory Note issued to Grisaffi in the principal amount of $184,300 dated April 1, 2016; and
c. The Convertible Promissory Note issued to Grisaffi in the principal amount of $200,150.20 dated June 19, 2017.
3. The Court declared that Grisaffi’s sale of the Series A Preferred Stock to LSW Holdings, LLC was made with actual intent to hinder, delay, or defraud creditors and was thus a fraudulent transfer under Texas law.
4. The Court declared that the issuance of 10,000,000 shares of common stock to Lily Li and the 11,000,000 shares of common stock issued to Epic One Group, LLC were made without lawful consideration, and constituted breaches of fiduciary duty by Grisaffi.
5. The Court declared that an Indemnification was procured through fraud and breach of fiduciary duty and is therefore void and unenforceable.
6. The Court ruled that Grisaffi shall take nothing by his counterclaims in the case.
Finally, the Court ruled that our continuing claims against the other defendants in the case are to be severed and docketed under a separate cause of action and case number. The judgment and order entered August 30, 2018 concludes our litigation in district court as against Grisaffi. We will continue to pursue our claims against the other defendants in the case.
http://secfilings.com/searchresultswide.aspx?...d=12945637
On August 30, 2018, the District Court for Dallas County, Texas (the “Court”) entered a final judgment and order in our favor and against Jerry Grisaffi (“Grisaffi”) in the case entitled Rocky Mountain High Brands, Inc. f/k/a Republic of Texas Brands, Inc. v. Jerry Grisaffi, et al ; Case Number DC-17-15441. In that case, we have been seeking the return of Series A Preferred Stock (“Series A”) issued to Grisaffi, our former Chairman of the Board, and common stock issued to certain other defendants or later obtained by certain other defendants for little or no consideration paid to the Company. We have alleged, among other things, that Grisaffi breached his fiduciary duty to the Company by issuing the Series A preferred shares to himself and by issuing common stock to himself and others. We are also seeking to void the Indemnification and Release Agreement (“Indemnification”) between the Company and Grisaffi that was executed in June 2017. Previously, on August 3, 2018, the Court entered an order dismissing Grisaffi’s derivative claims in the case.
On August 29, 2018, after a show cause hearing, the Court entered an order sanctioning Grisaffi for his repeated and unexcused refusals to make discovery in the case. As a sanction, the Court struck Grisaffi’s pleadings in the case and, on August 30, 2018, entered a Default Judgment against him. Under the Court’s Default Judgment:
1. The Court entered a monetary judgment against Grisaffi and in favor of the Company in the amount of $3,500,000 for fraud, breach of fiduciary duty, and conversion with respect to the Series A preferred stock.
2. The Court declared that the Employment Agreement with Grisaffi dated April 1, 2013 was void ab initio and unenforceable, and that all stock and promissory notes issued in connection with the Employment Agreement were also void ab initio and of no force and effect, including but not limited to:
a. The 1,000,000 shares of Series A Preferred Stock issued to Grisaffi;
b. The Convertible Promissory Note issued to Grisaffi in the principal amount of $184,300 dated April 1, 2016; and
c. The Convertible Promissory Note issued to Grisaffi in the principal amount of $200,150.20 dated June 19, 2017.
3. The Court declared that Grisaffi’s sale of the Series A Preferred Stock to LSW Holdings, LLC was made with actual intent to hinder, delay, or defraud creditors and was thus a fraudulent transfer under Texas law.
4. The Court declared that the issuance of 10,000,000 shares of common stock to Lily Li and the 11,000,000 shares of common stock issued to Epic One Group, LLC were made without lawful consideration, and constituted breaches of fiduciary duty by Grisaffi.
5. The Court declared that an Indemnification was procured through fraud and breach of fiduciary duty and is therefore void and unenforceable.
6. The Court ruled that Grisaffi shall take nothing by his counterclaims in the case.
Finally, the Court ruled that our continuing claims against the other defendants in the case are to be severed and docketed under a separate cause of action and case number. The judgment and order entered August 30, 2018 concludes our litigation in district court as against Grisaffi. We will continue to pursue our claims against the other defendants in the case.
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