united states district court northern division securities and exchange · 2019-06-28 · united...
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UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF MISSISSIPPI
NORTHERN DIVISION
SECURITIES AND EXCHANGE
COMMISSION,
Plaintiff,
v.
ARTHUR LAMAR ADAMS AND
MADISON TIMBER PROPERTIES, LLC,
Defendants.
Case No. 3:18-cv-252
Hon. Carlton W. Reeves, District Judge
Hon. F. Keith Ball, Magistrate Judge
MOTION FOR APPROVAL OF SETTLEMENT
Alysson Mills, in her capacity as the court-appointed receiver (the “Receiver”) for Arthur
Lamar Adams and Madison Timber Properties, LLC, through undersigned counsel, respectfully
moves the Court to enter the attached proposed Order Approving Settlement,1 which approves
the Receiver’s Settlement Agreement with Century Club Charities, Inc. (“Century Club
Charities”) [Exhibit A]. In support, she states as follows:
1.
The Receiver does not allege any wrongdoing by Century Club Charities. The Receiver
and Century Club Charities have determined, however, that Century Club Charities received cash
contributions from Arthur Lamar Adams and Terry Wayne Kelly that were proceeds of the
Madison Timber Ponzi scheme. Upon information and belief, the total amount of those
contributions is approximately $137,450.
1 Pursuant to the Court’s Administrative Procedures for Electronic Case Filing, Sec.5.B, the proposed Order
Approving Settlement is being transmitted via e-mail to Judge Reeves’s chambers simultaneous with the filing of
this motion.
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2.
The Receiver and Century Club Charities have agreed to amicably resolve the
Receivership Estate’s claims to the cash contributions by Adams and Kelly.
3.
Century Club Charities previously returned to Kelly funds in the amount of $28,000
reflecting contributions made by Kelly in 2018. These funds were part of funds returned to the
Receivership Estate via the Receiver’s settlement with Kelly.
4.
Century Club Charities agrees to return to the Receivership Estate additional funds in the
amount of $56,944, reflecting the remaining amount of contributions Century Club Charities
received from Adams and Kelly, minus the value of tangible benefits received by Adams or
Kelly for those contributions. In turn the Receiver shall release all claims the Receivership Estate
has or may have against Century Club Charities for contributions by Adams and Kelly to
Century Club Charities.
5.
As the accompanying memorandum shows, the proposed settlement reflects the full
amount of cash contributions to Century Club Charities minus the value of tangible benefits that
Adams or Kelly received for those contributions. The Receiver believes this is fair and
reasonable consideration for the avoidance of the time and expense that would have
accompanied any litigation.
6.
The proposed settlement follows meaningful, informed, arm’s-length negotiations
between the Receiver and Century Club Charities, both represented by highly capable counsel.
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7.
The Receiver appreciates Century Club Charities’ willingness to return the full amount of
contributions that it received from Adams and Kelly, minus the value of tangible benefits that
Adams or Kelly received for those contributions, and hopes that its example may encourage
others in the same position to do the same.
8.
The Receiver believes settlement on the proposed terms without litigation unquestionably
is in the Receivership Estate’s best interests. The Receiver thus recommends that the Court
approve the Settlement Agreement by entering the proposed Order Approving Settlement.
WHEREFORE the Receiver asks that after due consideration the Court enter the
proposed Order Approving Settlement.
________________________
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June 28, 2019
Respectfully submitted,
/s/ Lilli Evans Bass
BROWN BASS & JETER, PLLC
Lilli Evans Bass, Miss. Bar No. 102896
LaToya T. Jeter, Miss. Bar No. 102213
1755 Lelia Drive, Suite 400
Jackson, Mississippi 39216
Tel: 601-487-8448
Fax: 601-510-9934
Receiver’s counsel
/s/ Kristen D. Amond
FISHMAN HAYGOOD, LLP
Admitted pro hac vice
Brent B. Barriere, Primary Counsel
Jason W. Burge
Kristen D. Amond
Rebekka C. Veith
201 St. Charles Avenue, Suite 4600
New Orleans, Louisiana 70170
Tel: 504-586-5253
Fax: 504-586-5250
Receiver’s counsel
CERTIFICATE OF SERVICE
I certify that I electronically filed the foregoing with the Clerk of Court using the ECF
system which sent notification of filing to all counsel of record.
In addition, I have separately emailed a copy of the foregoing to:
Jeffrey P. Hubbard
Counsel for Century Club Charities
Date: June 28, 2019 /s/ Kristen D. Amond
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UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF MISSISSIPPI
NORTHERN DIVISION
SECURITIES AND EXCHANGE
COMMISSION,
Plaintiff,
v.
ARTHUR LAMAR ADAMS AND
MADISON TIMBER PROPERTIES, LLC,
Defendants.
Case No. 3:18-cv-252
Hon. Carlton W. Reeves, District Judge
Hon. F. Keith Ball, Magistrate Judge
MEMORANDUM IN SUPPORT OF
MOTION FOR APPROVAL OF SETTLEMENT
Alysson Mills, in her capacity as the court-appointed receiver (the “Receiver”) for Arthur
Lamar Adams and Madison Timber Properties, LLC, through undersigned counsel, respectfully
moves the Court to enter the attached proposed Order Approving Settlement,1 which approves
the Receiver’s Settlement Agreement with Century Club Charities, Inc. (“Century Club
Charities”) [Exhibit A]. In support, she states as follows:
BACKGROUND
The Receiver’s duties
The Receiver has a duty “to take custody, control, and possession of all Receivership
Property, Receivership Records, and any assets traceable to assets owned by the Receivership
1 Pursuant to the Court’s Administrative Procedures for Electronic Case Filing, Sec.5.B, the proposed Order
Approving Settlement is being transmitted via e-mail to Judge Reeves’s chambers simultaneous with the filing of
this motion.
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Estate”2 and to investigate and “bring such legal actions based on law or equity in any state,
federal or foreign court as the Receiver deems necessary or appropriate in discharging her duties
as Receiver.”3
Immediately following her appointment, the Receiver and her counsel began
investigating claims against potential defendants who may be in possession of assets of the
Receivership Estate, including against individuals and entities who received cash contributions
from Adams, Madison Timber, or their agents.
After an accounting, the Receiver determined that Century Club Charities had received
contributions from Arthur Lamar Adams and Terry Wayne Kelly totaling $137,450.
Century Club Charities’ contributions from Lamar Adams and Wayne Kelly
The Receiver does not allege any wrongdoing by Century Club Charities, only that it
received cash contributions from Adams and Kelly that Adams and Kelly made with proceeds of
the Madison Timber Ponzi scheme.
Century Club Charities previously returned to Kelly funds in the amount of $28,000
reflecting contributions made by Kelly in 2018. These funds were part of funds returned to the
Receivership Estate via the Receiver’s settlement with Kelly.
The remaining contributions amount to $109,450. It is Century Club Charities’ position
that Adams and Kelly received goods and services for a certain portion of the remaining
$109,450. Based on Century Club Charities’ financial records, which the Receiver reviewed, she
understands Century Club Charities values those goods and services at around $52,506.
2 Docket No. 33, Securities & Exchange Commission vs. Adams, et al., No. 3:18-cv-00252 (S.D. Miss). 3 Docket No. 33, Securities & Exchange Commission vs. Adams, et al., No. 3:18-cv-00252 (S.D. Miss). By order
dated August 22, 2018, the Court eliminated the requirement that the Receiver obtain “prior approval of this Court
upon ex parte request” before bringing any legal action. Docket No. 38, Securities & Exchange Commission vs.
Adams, et al., No. 3:18-cv-00252 (S.D. Miss).
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The Receiver’s potential claims
It is the Receiver’s position that the contributions Century Club Charities received for
which it did not provide any tangible benefits to Adams or Kelly are voidable fraudulent
transfers because no reasonably equivalent value was provided for the transfers. See Janvey v.
Democratic Senatorial Campaign Committee, 793 F. Supp. 2d 825, 857–58 (N.D. Tex. 2011)
(granting summary judgment on fraudulent transfer claims to recover contributions to political
campaigns).
The Receiver and Century Club Charities have agreed to resolve the Receivership
Estate’s claims to the contributions in question without litigation. Century Club Charities shall
return to the Receivership Estate $56,944, which reflects the total value given to it by Adams or
Kelly minus the value of tangible benefits received by Adams or Kelly in exchange. In turn, the
Receiver shall release all claims the Receivership Estate has or may have against Century Club
Charities.
The proposed settlement follows meaningful, informed, arm’s-length negotiations
between the Receiver and Century Club Charities, both represented by highly capable counsel.
The Receiver appreciates Century Club Charities’ willingness to return the full amount of
contributions that it received from Adams and Kelly, minus the value of tangible benefits that
Adams or Kelly received for those contributions, and hopes that its example may encourage
others in the same position to do the same.
PROPOSED SETTLEMENT
The Settlement Agreement reflects that the Receiver and Century Club Charities have
agreed to the following terms and conditions:
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1. Century Club Charities shall deliver to the Receiver or her designee a “Settlement
Payment” in the amount of $56,944.00, within 30 days of this Court’s entry of the Order
Approving Settlement.
2. Upon receipt of the Settlement Payment, the Receiver and Century Club Charities shall
exchange mutual and general releases of any and all claims, demands, and causes of
action of any type or description, either has or may have against the other.
3. The Receiver retains her claims against Arthur Lamar Adams or any persons or entities
other than Century Club Charities who received any transfer of any cash or other property
of any type or description, directly or indirectly, from Arthur Lamar Adams, Madison
Timber Properties, LLC, or their agents.
4. The Receiver and Century Club Charities shall take all actions as may be necessary or
appropriate to obtain entry of the proposed Order Approving Settlement.
The foregoing is intended solely as a summary of the terms of the Settlement Agreement;
in all events, the specific terms of the Settlement Agreement shall control.
The Receiver is satisfied that $56,944 exceeds the net amount the Receivership Estate
would actually receive if she litigated her potential claims against Century Club Charities to final
judgment. The Receiver would spend considerable time and money litigating her potential claims
against Century Club Charities. Century Club Charities also would spend considerable time and
money defending against the Receiver’s claims. The time and money spent on litigation, which
would be funded on an hourly basis, is time and money the Receivership Estate would never
recover and would almost certainly exceed any discount given in consideration for the avoidance
of litigation.
CONCLUSION
The Receiver believes settlement on the proposed terms without litigation unquestionably
is in the Receivership Estate’s best interests. The Receiver thus recommends that the Court
approve the Settlement Agreement by entering the proposed Order Approving Settlement.
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June 28, 2019
Respectfully submitted,
/s/ Lilli Evans Bass
BROWN BASS & JETER, PLLC
Lilli Evans Bass, Miss. Bar No. 102896
LaToya T. Jeter, Miss. Bar No. 102213
1755 Lelia Drive, Suite 400
Jackson, Mississippi 39216
Tel: 601-487-8448
Fax: 601-510-9934
Receiver’s counsel
/s/ Kristen D. Amond
FISHMAN HAYGOOD, LLP
Admitted pro hac vice
Brent B. Barriere, Primary Counsel
Jason W. Burge
Kristen D. Amond
Rebekka C. Veith
201 St. Charles Avenue, Suite 4600
New Orleans, Louisiana 70170
Tel: 504-586-5253
Fax: 504-586-5250
Receiver’s counsel
CERTIFICATE OF SERVICE
I certify that I electronically filed the foregoing with the Clerk of Court using the ECF
system which sent notification of filing to all counsel of record.
In addition, I have separately emailed a copy of the foregoing to:
Jeffrey P. Hubbard
Counsel for Century Club Charities
Date: June 28, 2019 /s/ Kristen D. Amond
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