CONFIDENTIAL
SETTLEMENT AND GENERAL RELEASE
AGREEMENT
This
Settlement and General Release Agreement ("AGREEMENT") is
entered into by and between WILLIAM S. BIDDLE
(“BIDDLE”), GERNOT TROLF (“TROLF”);
NATIONWIDE COMMERCIAL BROKERS, INC.
(“NATIONWIDE”), ROBERT LEONARD
(“LEONARD”) AND SECURED DIVERSIFIED INVESTMENT,
LTD. (“SDI”) referred to jointly as the "PARTIES"
as of the date this AGREEMENT is signed, on the following
terms:
RECITALS
A.
On or about January 13, 2006 Alliance Title Company filed an
Interpleader lawsuit Case
Number 06CC02129 in the Orange County Superior Court,
Department C11 against BIDDLE, TROLF, NATIONWIDE, and SDI
along with others and as result deposited with the court funds
in the amount of $267,000.00
B.
On or about January 20, 2006, BIDDLE, TROLF and NATIONWIDE
along with one other plaintiff filed a separate lawsuit Case
Number 06CC02350 in the Orange County Superior Court,
Department C11 against SDI and one of its officers Jan Wallace
along with others for Fraud and Misrepresentation, Negligent
Misrepresentation, Breach of Contract, Breach of the Covenant
of Good Faith and Fair Dealing, Conversion, Commons Counts,
Money had and received and Declaratory Relief. On or about
March 15, 2006 SDI filed a cross-complaint against the
Plaintiffs along with others for Breach of Contract, Breach of
Fiduciary Duty, Negligent Supervision, Civil Conspiracy,
Intentional Interference with Economic Relations; Negligent
Interference with Economic Relations; Breach of Oral
Agreement, Breach of Employment Contract; Breach of
Directors/Officers’ Fiduciary Duty; Fraud and
Intentional Misrepresentation and Declaratory Relief. The
complaint and cross-complaint shall be referred to as the
“ACTION”.
C.
On or about March 10, 2006, WILLIAM S. BIDDLE, GERNOT TROLF
AND ROBERT LEONARD along with others, filed a lawsuit against
SDI for declaratory relief under
Corporation
Code Section 2115, Case Number 06CC03959, filed in the Orange
County Superior Court, Department C11.
D.
SDI
and Jan Wallace expressly deny any liability and fraud with
respect to any claims in the ACTION, or with respect to any
other matters relating to it. However, in order to fully and
forever resolve these matters, and with the understanding that
this AGREEMENT does not constitute an admission by any party
of any wrongdoing or of any lack of merit relating to any
claims referred to herein, BIDDLE, TROLF, NATIONWIDE AND SDI
enter into this AGREEMENT.
A G R E E M E N T
1.
In
consideration for the promises set forth herein, the parties
agree as follows:
a.
The
parties agree that upon execution by BIDDLE, TROLF and
NATIONWIDE and their attorney of this AGREEMENT and upon
execution of a request for
dismissal
in the above mentioned lawsuits, the PARTIES shall filed with
the Orange County Superior Court an order of disbursement as
follows: $45,000 to WILLAM S. BIDDLE, $42,000 to GERNOT TROLF,
$45,000 to NATIONWIDE and $45,000 to SDI. The payments shall
be in one lump sum with no payroll or other taxes deducted and
all such payments shall be reported on a form
1099.
b.
In
further consideration of this AGREEMENT, ROBERT LEONARD the
majority owner of NATIONWIDE will also file a request for
dismissal in Case Number 06CC03959, currently pending in the
Orange County Superior Court, Department C11.
c.
SDI
makes no representations or warranties regarding the tax
effect of the settlement proceeds as directed by this
AGREEMENT. Further, BIDDLE, TROLF and NATIONWIDE agrees to
defend and/or indemnify SDI with respect to any liability
created by BIDDLE, TROLF and NATIONWIDE’S payment or
non-payment of taxes with respect to the settlement
sum.
2.
BIDDLE,
TROLF, NATIONWIDE, as the first party, and SDI as a second
party, on their own behalf and on behalf of their respective
dependents, successors, heirs, executors, administrators and
assigns, and each of them, hereby fully and forever releases
and discharges each other, as well as NATIOWIDE AND
SDI’s parent, subsidiary or affiliated companies or
organizations, any as well as their agents, officers,
directors, stockholders, employees, successors, assigns,
insurers and attorneys, and each of them, of and from any and
all claims, rights, actions, causes of action, obligations,
debts, interest, damages, charges, losses, debts, penalties,
forfeitures, liabilities, costs, attorneys' fees, and demands
of any nature, whether arising in law or in equity, arising
out of or relating to any acts or omissions that took place
prior to the date of this AGREEMENT, including without
limitation, any matters relating in any way to the ACTION
and/or any matters relating to or contained in or which could
have been contained in the ACTION and/or any claims under
other Federal or State statute, law or
regulation.
3.
It
is the intention of the parties hereto that this AGREEMENT
shall be effective as a full and final accord and satisfaction
and release of each and every released matter, including all
unknown and/or unsuspected claims. Accordingly, the parties
hereby waive and relinquish any and all rights or benefits
that any party may have under the provisions of Section 1542
of the California Civil Code, which reads as
follows:
"A
general release does not extend to claims which the creditor
does not know or suspect to exist in its favor at the time of
executing the release, which if known by him must have
materially affected his settlement with the
debtor."
In
connection with this waiver, each party hereto acknowledges
that facts in addition to or different from those presently
known may later be discovered which relate to the subject
matter of this AGREEMENT. The parties also recognize the
possibility that, in the future, damages that are not
currently known may be suffered in relation to matters
released in this AGREEMENT. Notwithstanding these
possibilities, it is each party's intention to fully, finally
and forever settle and release all released matters, disputes
and differences, whether known or unknown, suspected or
unsuspected, that have existed; now exist, or may exist.
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