Alphabet is the new moniker for BigE, thats why he tried to mislead us about the complete decision, and who posted this on the other board -
Kansas case is in:
Quote:
CONCLUSIONS AND ORDERS
In summary, the Court finds and concludes that Plaintiffs sustained their burden of proof on the claimed breach of the commitment fee agreements. The payments were earned as soon as Plaintiffs made the commitment to have additional money available upon Defendant’s call. The fact the Defendant did not call for that additional investment and terminated the Equity Purchase Agreement does not nullify the commitment made by the Plaintiffs. The Defendant has not paid the money due on the contracts. Defendant’s claims of ambiguity on the principle issue of those Commitment Fee Notes is not persuasive and otherwise irrelevant. Those notes were due and payable as specifically, unequivocally stated in the notes. Nothing whatsoever has been paid on those notes. Interest began accruing at execution, increased to a default rate on the due date, and will continue to accrue until paid in full. Judgment is, therefore, entered against the Defendant as follows:
In favor of L2 Capital, LLC, on the Commitment Fee Promissory Note:
Principal in the amount of $147,000.
Interest at 8% per annum from 3/29/2017 through 12/28/2017 (274 days).
Interest at 24% per annum from 12/29/2017 to date of this decision (1,225 days).
Interest is simple and calculated on a 365-day year.
Interest is continuing to accrue at 24% per annum, the contract rate, until paid in full.
TOTAL Principal and Accrued Interest to date: $274,233.53
Costs per statute.
In favor of SBI Investments LC, 2014-1, on its Commitment Fee Note:
Principal in the amount of $63,000.
Interest at 8% per annum from 3/29/2017 through 12/28/2017 (274 days).
Interest at 24% per annum from 12/29/2017 to date of this decision (1,225 days).
Interest is simple and calculated on a 365-day year.
Interest is continuing to accrue at 24% per annum, the contract rate, until paid in full.
TOTAL Principal and Accrued Interest to date: $117,528.66 Costs per statute.
The alternative or so-called liquidated damages provisions and results of cross-pollinated events of default are penalties and not liquidated damages with a rational connection to actual damages which are difficult or too expensive to calculate. As such, they are unenforceable. The damages are calculated precisely by principal and interest amounts.The alternative conversion rights are a penalty and specific performance is denied.The so-called bridge loans have been repaid. The Plaintiffs have failed to persuade the Court with credible evidence as to any other claims of damages or amounts due on those notes.Plaintiffs have failed to meet their burden of proof.Defendant claims in defense of the bridge loans that they paid them. Plaintiffs presented different damages charts or claims to Quantum which were unclear and inconsistent. Plaintiffs have failed to prove with credible and persuasive evidence what amount of money they claim is still due on the bridge loans. The Court finds defense evidence credible in that regard and the Plaintiffs’ proof failing to meet their burdens. The Court finds and concludes the bridge loans have been paid. The Plaintiffs, as discussed elsewhere in this decision, are not entitled to embellish their claims on the bridge loans with additional penalties or alternative claims, nor are they entitled to convert those paid bridge loans into claims for Quantum shares in what the Court finds to be a completely unproven and uncertain amounts. That would inject uncertainty where the bridge loans themselves, if unpaid, had clear means to calculate actual damages without the need for Plaintiffs to resort to the uncertain penalty provisions or to coerce the company with the conversion rights when they would have had, but for the fact the bridge loans have been paid, an adequate remedy at law anyway.Regarding all of the other claimed breaches and incidents of default, cross-pollinating the various contractual writings in this case and supporting what Plaintiffs are calling their liquidated damages, accelerations, and conversion rights, the Plaintiffs have failed to meet their burdens of proof with credible or persuasive evidence regarding any actual consequential damages, injury, loss, or harm that is directly caused and compensable in the first instance. Their reliance upon the so-called liquidated damages in lieu of proving some actual harm to them that could be compensable or actual damages is not persuasive. Defendant has shown the Court, even without adducing independent evidence, that those clauses and their cross-pollinations amount to penalty provisions rather than enforceable liquidated damages provisions. The Plaintiffs are entitled to attorney fees and expenses on the breaches of the Commitment Fee Notes. Plaintiffs’ counsel shall submit their itemized statements to the Court and opposing counsel for consideration within the next twenty-one days following this decision. Counsel are advised that the itemizations may be redacted in order to protect attorney-client privilege and/or work product disclosures, but that too much redaction or deletion may make it impossible for the Court to find reasonableness of individual items in the claim. Plaintiff should also be careful to comply with the duty to segregate fees in relation to the Commitment Fee Notes vis-à-vis the remainder of the case.31 The parties should address KRPC Rule 1.5(a) in their submissions.
Plaintiffs should also submit at the same time their costs statements limited to the Commitment Fee Note claims only. Upon submission, the Defendant will have then fourteen days in which to object to the fee claims. Thereafter the Court may rule without further argument.
Kansas case is in:
Quote:
CONCLUSIONS AND ORDERS
In summary, the Court finds and concludes that Plaintiffs sustained their burden of proof on the claimed breach of the commitment fee agreements. The payments were earned as soon as Plaintiffs made the commitment to have additional money available upon Defendant’s call. The fact the Defendant did not call for that additional investment and terminated the Equity Purchase Agreement does not nullify the commitment made by the Plaintiffs. The Defendant has not paid the money due on the contracts. Defendant’s claims of ambiguity on the principle issue of those Commitment Fee Notes is not persuasive and otherwise irrelevant. Those notes were due and payable as specifically, unequivocally stated in the notes. Nothing whatsoever has been paid on those notes. Interest began accruing at execution, increased to a default rate on the due date, and will continue to accrue until paid in full. Judgment is, therefore, entered against the Defendant as follows:
In favor of L2 Capital, LLC, on the Commitment Fee Promissory Note:
Principal in the amount of $147,000.
Interest at 8% per annum from 3/29/2017 through 12/28/2017 (274 days).
Interest at 24% per annum from 12/29/2017 to date of this decision (1,225 days).
Interest is simple and calculated on a 365-day year.
Interest is continuing to accrue at 24% per annum, the contract rate, until paid in full.
TOTAL Principal and Accrued Interest to date: $274,233.53
Costs per statute.
In favor of SBI Investments LC, 2014-1, on its Commitment Fee Note:
Principal in the amount of $63,000.
Interest at 8% per annum from 3/29/2017 through 12/28/2017 (274 days).
Interest at 24% per annum from 12/29/2017 to date of this decision (1,225 days).
Interest is simple and calculated on a 365-day year.
Interest is continuing to accrue at 24% per annum, the contract rate, until paid in full.
TOTAL Principal and Accrued Interest to date: $117,528.66 Costs per statute.
The alternative or so-called liquidated damages provisions and results of cross-pollinated events of default are penalties and not liquidated damages with a rational connection to actual damages which are difficult or too expensive to calculate. As such, they are unenforceable. The damages are calculated precisely by principal and interest amounts.The alternative conversion rights are a penalty and specific performance is denied.The so-called bridge loans have been repaid. The Plaintiffs have failed to persuade the Court with credible evidence as to any other claims of damages or amounts due on those notes.Plaintiffs have failed to meet their burden of proof.Defendant claims in defense of the bridge loans that they paid them. Plaintiffs presented different damages charts or claims to Quantum which were unclear and inconsistent. Plaintiffs have failed to prove with credible and persuasive evidence what amount of money they claim is still due on the bridge loans. The Court finds defense evidence credible in that regard and the Plaintiffs’ proof failing to meet their burdens. The Court finds and concludes the bridge loans have been paid. The Plaintiffs, as discussed elsewhere in this decision, are not entitled to embellish their claims on the bridge loans with additional penalties or alternative claims, nor are they entitled to convert those paid bridge loans into claims for Quantum shares in what the Court finds to be a completely unproven and uncertain amounts. That would inject uncertainty where the bridge loans themselves, if unpaid, had clear means to calculate actual damages without the need for Plaintiffs to resort to the uncertain penalty provisions or to coerce the company with the conversion rights when they would have had, but for the fact the bridge loans have been paid, an adequate remedy at law anyway.Regarding all of the other claimed breaches and incidents of default, cross-pollinating the various contractual writings in this case and supporting what Plaintiffs are calling their liquidated damages, accelerations, and conversion rights, the Plaintiffs have failed to meet their burdens of proof with credible or persuasive evidence regarding any actual consequential damages, injury, loss, or harm that is directly caused and compensable in the first instance. Their reliance upon the so-called liquidated damages in lieu of proving some actual harm to them that could be compensable or actual damages is not persuasive. Defendant has shown the Court, even without adducing independent evidence, that those clauses and their cross-pollinations amount to penalty provisions rather than enforceable liquidated damages provisions. The Plaintiffs are entitled to attorney fees and expenses on the breaches of the Commitment Fee Notes. Plaintiffs’ counsel shall submit their itemized statements to the Court and opposing counsel for consideration within the next twenty-one days following this decision. Counsel are advised that the itemizations may be redacted in order to protect attorney-client privilege and/or work product disclosures, but that too much redaction or deletion may make it impossible for the Court to find reasonableness of individual items in the claim. Plaintiff should also be careful to comply with the duty to segregate fees in relation to the Commitment Fee Notes vis-à-vis the remainder of the case.31 The parties should address KRPC Rule 1.5(a) in their submissions.
Plaintiffs should also submit at the same time their costs statements limited to the Commitment Fee Note claims only. Upon submission, the Defendant will have then fourteen days in which to object to the fee claims. Thereafter the Court may rule without further argument.
