Free Memorandum - District Court of Federal Claims - federal

Case 1:05-cv-01223-FMA

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IN THE UNTED STATES DISTRICT COURT FOR TH DISTRICT OF

KASAS

Mark Hutton, Clear Meadow Investment LLC 2233 S. West Street Wichita, KS 67213

Plaitiffs,
v.
Cause No. 07 -2041 JTM

Deutsche Bank AG
Serve: Registered Agent
CT Corporation System

111 Eighth Avenue New York, New York, 10011

Deutsche Bank Securities Inc
doing business as

Deutsche Bank Alex Brown, a Division of Deutsche Bank Securities Inc Serve: Regitered Agent CT Corporation System 111 Eighth Avenue New York, New York, 10011

Clarion Capital, LLC
Serve: P.O.B.

230 Park Avenue New York, NY 10169

Clarion Capital Corporation
Serve: P.O.B.

230 Park Avenue New York, NY 10169

~ DEFENDANT'S

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Clarion Capital Holdings, LLC
Serve: P .O.R.

110 East 59th street

Suite 2100 New York, New York, 10022

Clarion Capital Parters, LLC
Serve: P .O.R.

110 East 59th street

Suite 2100 New York, New York, 10022

CF Advisors XX, LLC
Serve: P.O.B.

110 East 59th street

Suite 2100 New York, New York, 10022
Daniel Brooks, Jr.
Serve: P.O.B.

110 East 59th street

Suite 2100 New York, New York, 10022
Defendants.

CLASS ACTION COMPLAIT
COME NOW plaitiffs, Mark Hutton and Clear Meadow Investment LLC, on
behalf of himself and all others simlarly situated (hereinafter sometimes

'referred to as

"Plaitiffs" and "the Class"), and for their complaint against Deutsche Ban AG,
Deutsche Ban Securities Inc doing business as Deutsche Ban Alex Brown, a Division
of

Deutsche Ban Securties Inc., Clarion Capital, LLC, Claron Capital Corporation,

Claron Capital Holdings, LLC, Clarion Capital Parers, LLC, CF Advisors XXII,
LLC, and Danel Brooks, Jr (hereinafer "defendants") allege:

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Preliminary statement

1. Ths is a civil class action brought on behalf of a Plaitiff Class consisting of all persons in the United States of America, who purchased from defendants sham tax
shelters such as ML deposit, SON of

BOSS, OPS, BOSS, BLIPS, MieO, FLIPS, OPiS,

TRACT, ilV, CARS, COBRA, and other simlar Son of

Boss tax shelters durg the

years 1997, 1998, 1999,2000,2001,2002, and 2003.
2. Plaitiffs brig ths action, seekig compensatory damages, trebled under

RICO and puntive damages, and related relief, against two investment firms, Deutsche
Ban, and other related entities and individuals for their role in promoting over 19 tax

strategies that the federal governent has found to be unegistered tax shelters, including
one dubbed market lined deposit, and inducing plaitiffs, including Mark Hutton, to
utilze certai foreign curency market lined deposit ("ML deposit") strategy and file tax
retus premised on the assumption that the strategy was lawfL. ML deposits like other

Son of Boss tax strategies has been rejected by federal and state tax agencies, as the
Defendants knew or should have known it would be.
3. Plaitiffs allege clais under RICO, as well as claims for breach of
fiduciar duty; fraud, negligent misrepresentations and

fiduciar duty, inducing breach of

professional malpractice, breach of contract constituting professional malpractice,

declaratory relief, and seekig to recover unetbcal, excessive, and ilegal fees.
4. Plaitiff seeks damages for the fees they paid to defendants; the amount
that Plaitiffs have paid and/or will pay a new set of advisors to rectify Defendants'

self-serving, bogus tax reducing strategies; the taxes Plaitiffs have paid and may be
assessed in the futue that Defendants promised would be eliminated, and Defendants
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shall be liable to Plaitiffs for any additional amounts, including taxes, interest and penalties, that may be assessed agaist them by the Internal Revenue Service and state
tax authorities or that Plaitiffs will pay in the futue; damages resulting from hig and

paying substantial sums to additional tax and legal advisors to rectify Defendants'
malfeasance and mize the resulting har injunctive relief

under RICO and other

claims; disgorgement of the fees charged by Defendants; plus compensation for other
damages sustaied; plus attorneys' fees and costs under RICO and other damages,

including damages sustaied from hig attorneys to defend Plaitiffs from the I.R.S.
and state ta authorities.

5. On inormation and belief, in 1997 or 1998, the Defendants entered into an
arangement to market and promote at least 19 tax strategies, one of

which was dubbed

ML deposits, in order to generate huge fees. The Defendants aranged for Deutsche
Ban, among others, to identify and then solicit potential paricipants, like Mark Hutton,

who were induced to engage in ML deposits and other transactions and pay the
Defendants large fees by misrepresentations, financial advice, and legal advice that the
Defendants knew or should have known was improper and incompetent.

6. Among other thgs, the Defendants induced Mark Hutton and others to
engage in the ML deposits and other transactions by representing that the ML deposits

tax strategies had been vetted by law firms, were lawfl and conservative, and by
promising that the law firms would provide legal opinons attesting to that
characterization and providing protection against penalties that the tax authorities could
assess in the unikely event they challenged the legitimacy of

tax reductions from the

ML deposits strategy.
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7. Defendants either knew or should have known from the outset that the ML

deposits strategy is a tax shelter that would not pass muster with the IRS or state tax
authorities.
8. Defendants abused their position of

trst by collecting fees for putting into

effect a scheme to reduce the Plaitiffs' income taxes that all the Defendants knew or
should have known would be regarded as a sham by the tax authorities. Indeed,

defendants used law firms such as Cantley & Sedeca, Whte & Case, J enkens & Gilchrst
and Brown & Wood to provide lengty and detailed legal opinon letters confing the

propriety of the ML deposits scheme, in exchange for a large fee, calculated as a
percentage of

the paper losses created. The Opinon Letters were issued after, and failed

to seriously address, a 1999 IRS Notice ("1999 Notice") that rejected transactions
substantially the same as that the Defendants were foisting on Mark Hutton, as well as a

1998 tax decision by the Thd Circuit, ACM Parership v. Commssioner, that rejected
the reasonig of

the Defendants in their caned opinon letters.

PARTIES
9. Plaitiff Mark Hutton is an individual and citizen of the state of

Kansas.

He resided in Kansas during the relevant time periods and at the time of the fiing of this
Complaint.
10. On inormation and belief, Defendant Deutsche Ban AG is a leading

international financial services conglomerate, with 13 millon customers and 71,000

employees in 76 countries, including offces in New York. On inormation and belief,
Defendant Deutsche Ban AG is a foreign corporation organzed and existing under the

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laws of

Germany, with pricipal plaee of

business in Germany, and with offces in New

York, New York.

11. On inormation and belief, Defendant Deutsche Ban Securties, Inc. d//a

Deutsche Ban Alex Brown (together with Deutsche Ban AG, "Deutsche Ban") is a
Delaware corporation with its pricipal place of

business in New York, New York, and is

a member of the New Yark Stock Exchange.
12. Each of these tax strategies (OPS, BOSS, Son-of

Boss, BLIPS, MiCO,

FLIPS, OPIS, TRACT, IDV, CARS, ML deposits and COBRA) was the same as or
substantially simlar to "listed transactions," transactions that are subject to the list
maitenance requirements of Internal Revenue Code § 611 1 because they have the potential for tax avoidance or evasion, listed in I.R.S. regulations or notices. Each should
have been registered as tax shelters pursuant to Internal Revenue Code § 611 ICe), but the
Defendants and the other members of

Defendant's allance did not register them.

13. On inormation and belief, as the i.R.S. listed a specific transaction or a
tye of transaction being marketed by the Defendants or other members of Defendant's
alliance, the members of the alliance, including the defendants, would modify the shelter

being marketed by them. The modifications did not render the revised tax shelters lawfl
or substantially different from the listed transactions.
14. On information and belief, under the Defendants' arangement, the role of

Deutsche Ban included providing financing to enable some persons to paricipate in tax
shelters. Deutsche Ban's role also included providing a financial facade of economic

substance for the financial transactions taxpayers would engage in to generate tax losses.

Deutsche Ban's role was to strctue the transactions so that they had a semblance of
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economic substace but, as Deutsche Ban knew, in reality would only generate losses.
Deutsche Ban served as the counter par on the numerous transactions engaged in to

implement those shelters. On inormation and belief, Deutsche Ban was to solicit
potential paricipants in the shelters.
15. Afer the Internal Revenue Service issued IRS Notice 1999-59 and Notice

2000-44 and afer the Third Circuit issued its ruling in ACM Parership, Deutsche Ban

continued marketing, promoting and paricipating in these sham, Son-of-Boss tax shelters
including ML deposit tax shelter and others that were devised by them as par of

the

Defendants' arangement, that fell with the scope of

those notices and ruings. On
mail

inormation and belief, Deutsche Ban used the interstate

and wie facilities to

promote and market these tax shelters, to conduct the transactions called for by the
shelters, and to collect fees.
16. The Defendants' actions described herein pose the threat of continuing
crial activity, as they have continued their promotion of

listed tax shelters even afer

IRS Notices and cour rulings questionig the shelters' legitimacy.

17. On inormation and belief, the Defendants' arangement involved bilions

of dollars in tax losses, hundred, if not thousands of clients and taxpayers, causing those
clients and taxpayers substantial losses and depriving the United States of

bilions of

dollars in tax revenues.
18. The Defendants intentionally masked their arangement and activities

under the cloak of attorney-client privilege. They and their fellow paricipants
corresponded and communcated with clients individually so that clients would not know

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who else was paricipating in the shelters and could not know the scope of the
Defendants' arangement.
19. On inormation and belief, Deutsche Ban offcials and employees took

steps to make sure that their involvement in marketing and promoting the tax shelters was

cloaked under attorney-client privilege. Deutsche Ban also changed its normal
operational procedures to avoid creating an audit traiL.
20. Whle each of

these steps in Defendants' sham tax shelters like the ML

deposit strategy was planed by the Defendants in advance as a single transaction
designed to reduce the taxpayer's tax liability, the Defendants agreed neither

to disclose

ths to Plaintiffs and class nor to explai the consequences of ths fact to Plaitiffs and
class.

21. The Defendants agreed that taxpayers/clients would be advised that
because the basis ofa taxpayer/client's interest in a parership would be increased for
tax puroses by the purchase cost of long options, but not decreased by the premium

eared on the sale of the short options, upon the contribution of the parership interests

to an S corporation and the sale by the S corporation of its capital assets, the
S corporation would realize a large loss that could be applied to substantially reduce or
eliminate the substantial gain realized by the taxpayer/client on another event and, thus,

substantially reduce or elimnate the taxpayer/client's tax liability for that gai. The
Defendants fuher agreed that taxpayer/clients were to be advised that the amount of loss
to be generated by the ML deposit transaction could be pre-determed by the

Defendants.

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22. The Defendants agreed that taxpayer/clients would be told that while the

most expected result of a ML deposit transaction was that the loss or gai on the long options would be almost completely offset by the gai or loss on the short options, and
vice versa, there was a reasonable chance that the taxpayer would ear a signficant profit

on the ML deposit transaction. In fact, Deutsche Ban, as well as the other Defendants,
knew (a) that the ML deposit transactions were strctued in a way that vested in

Deutsche Ban the ability to control whether a profit was eared and how much that

profit would be and (b) that Deutsche Ban would exercise its discretion to ensure no
profit would be eared.

23. On inormation and belief, the Defendants fuer agreed that prospective
paricipants in the ML deposit transactions and other Son of

Boss-like tax shelters would

be told that (a) these were a legitimate and lawf tax strategy, (b) ML deposit
transactions and other Son of

Boss-like tax shelters had been developed for a "select

audience" of individual who had generated signficant gais or income, and (c) these
individuals could take advantage of a legal "loophole" in the tax laws to shield all or most
of their income from taxation.

24. On inormation and belief, the Defendants fuer agreed (a) that the

lawyers' opinon would be presented in an abbreviated format that did not disclose fuly
the risks associated with ML deposit transactions and other Son of

Boss-like transactions

so that prospective paricipants would be lulled into engaging in ML deposit transactions

and other Son of Boss-like transactions, and (b) that the prospective paricipants would be
told that law firms would issue opinion letters attesting to the legitimacy of ML deposit
transactions and other Son of

Boss-like transactions and that the opinon letters would

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37. At the time of contrbution, the Cleareadow Capital Corp. and CF

Advisors XXII, LLC amended the Cleareadow Investments, LLC agreement to
include a provision, which allows the Corporation to cause CF Advisors to purchase the

ownership interests of the Corporation in Cleareadow Investments, LLC at fair market
value or to cause CF Advisors to sell its ownership interests to the Corporation. The

Cleareadow Capital Corp. exercised ths right prior to December 14, 2001, and caused
CF Advisors to acquire the Cleareadow Capital Corp. ownership interests in

Cleareadow Investments, LLC.
38. . On

December 14,2001, .the Japanese.yen/US .exchange.ratewasequal.to .

120.05.
39. Plaitiffs were inormed by Defendants that the above stated transaction

created a loss that Mark Hutton could recognze on his personal income tax retu for the
year ending December 3 l, 200 1 .

40. Mark Hutton received an opinon letter from Cantley & Sedeca that falsely

advised hi that the ML deposit transaction would properly and legally reduce his
income tax liability.
41. None of the Defendants disclosed to Plaitiffs the consequences of the fact

that each of the steps in the ML deposit transaction was fully planed as a single transaction designed to reduce the tax liability of Plaitiffs in 200 l.
42. In 2001, Mark Hutton filed a tax retu where he claimed a loss in excess

of $1 ,000,000 generated from the ML deposit transaction.

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continuously and systematically engaged in business in the state of

Kansas and have

agents in Kansas doing business in Kansas.
53. Venue is proper in ths Distrct pursuant to (a) 18 D.S.C. § 1965(a)

because the Defendants all are found, reside and/or transact business in ths District; (b)
18 D.S.C. § 1965(b) because the ends of

justice requie that the paries residing in any

other distrct be brought before ths Cour; (c) 28 U.S.C. § 1391(a) and 28 U.S.C.
§ 139l(b) because a substantial par of

the events or omissions giving rise to ths action
(a)-(b) because one or more Defendants

occured in ths District; and (d) 28 D.S.C. § 1391

is found in and subj ect to. personal jurisdiction in ths district. .

COUNT I
(violations of state Deceptive Trade Practices Act)
54. Plaitiffs incorporate the preceding paragraphs as though fully set fort

herein.
55. At all relevant times, by vire of its misrepresentations, concealent, and

deceptive trade practices, Defendants represented to Plaitiffs and class that the ML
deposit transactions and other Son of Boss-like transactions were lawfl and legitimate

tax plang strategies.
56. At all relevant times, Defendants either knew or should have known from

the outset that the ML deposit strategy and other Son of

Boss-like transactions would not

pass muster with the IRS and were entirely sham tax shelters.
57. Defendants, though employees, agents and representatives, commtted

acts or practices which were actionable under the Deceptive Trade Practices Acts of
Kansas, Colorado, New York, Connecticut and/or the other states for one or more of

the

followig reasons:

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88. Deutsche Ban knew or should have known that the other Defendants

were acting as unegistered promoters of tax shelters and concealed that fact and its
implications :fom Mark Hutton and other customers in order to obtai large fees from

them.

89. Deutsche Ban induced and paricipated in these fiduciar breaches by
providing the facilities for and acting as the counterpar in the curency options

transactions, by providing substantial assistance to and playig a substantial role in the

Defendants' arangement, and by remaig silent and failing to inorm Plaitiffs that the
ML.deposit.transaction would

not-provide .Plaitiffs-with.1egitimatetaxlosses, Ol-with

any reasonable prospect of profits, which Deutsche Ban knew was an expectation that
Plaintiffs had.
90. As a proximate cause of

the foregoing, Plaintiffs have been injured in an

amount to be proved, and should be awarded puntive damage.

COUNT V (Fraud - Against All Defendants)
91. Plaitiffs incorporate the preceding paragraphs as if fully set fort herein.

92. Each Defendant is liable for the misrepresentations and omissions made
by each of

the other Defendants as a principal and co-conspirator.
93. In order to induce Mark Hutton to pay them in excess of$250,000 in fees,

Defendants made numerous knowingly and false affirmative representations and

intentional omissions of material fact to Mark Hutton, as set fort, supra, and including
(1) stating that the so-called ML deposit transaction, under which a taxpayer/client

simultaneously purchases and sells ML deposits, contrbutes them to a parnership, and
takes varous other steps as set fort above, entitles the taxpayer/client to include the cost

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of the long options purchased in his basis for calculating capital

losses while ignorig the

premiums received for the short options, thus offsetting capital gais realized in unelated

transactions; (2) failing to disclose that the ML deposit transaction was not legitimate and
that existing published authority, including Notices published by the IRS and cour
decisions, meant that purorted losses arsing from such transactions as the ML deposit
transaction and other Son of

Boss-like transactions were not properly allowable for tax
Mark Hutton fied tax retus claig losses

puroses; (3) failing to disclose that if

based on the ML deposit transaction, he would be liable for penalties and interest and that
the ddOpinonLetters". provided by the

Defendants would.not-protect-MarkHutton. from

penalties, (4) failing to promptly advise Mark Hutton to amend his retus, (5) makg

and endorsing the statements contaied m the Opinion Letters signed by Cantley &
Sedaca, Jenkens & Gilchrist and Brown & Wood; (6) makng and endorsing the

statements contaied in their oral advice and the 2001 tax retus prepared in accordance
with their Opinon Letters; (8) Defendants' statements that there was a reasonable

prospect that Mark Hutton would ear a profit on the ML deposit transaction; and/or
(9) failing to disclose that Deutsche Ban controlled whether a profit would be eared

and the amount of any profit.
94. The above affirmative representations and omissions made by each

Defendant were false, misleading, and material when made or omitted and said Defendants knew these representations and omissions to be false, misleading, and

material when made or omitted with the intention that Mark Hutton would rely upon them in entering into the ML deposit transaction and pay them in excess of $250,000 in
fees.

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promptly amend said retus, and failed to avail themselves of legitimate tax savings
opportties and deductions.
103. As a proximate cause of

the foregoing, Mark Hutton has been injured in an

amount to be proved but believed to be at least $750,000, and should be awarded puntive
damages of $ 1 00 millon.
COUNT

VI

(Civil Conspiracy -Åe:ainst Al Defendants)
104. Plaitiffs incorporate the preceding paragraphs as if

fuly set fort herein.

_ ------lOS;----As-deseribed-more-fuly-herein,the-defendants-knowigly-aeted-in-eoneert- - ------- --

to market and implement the fraudulent and ilegal ML deposit transaction and other Son

of Boss tax shelter transaction. In doing so, the defendants acted with ful knowledge and
awareness that the transaction was designed to give the false impression that a complex
series of financial transactions were legitimate business transactions which had economic

substance from an investment standpoint when in fact they lacked those featues (which
was necessar for successfu tax strategy).

106. The defendants acted in their respective roles as described above
according to a predetermined and commonly understood accepted plan of action (i.e. the
Defendants' arangement), all for the puroses of obtaing professional fees from

plaitiffs and class members.
107. The acts of defendants were contrar to numerous provisions of law, as
stated above.

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123. Furer, since the Defendants and Cantely & Sedeca did not disclose

inormation that they were requied to disclose, such as that they were promoting the
ML deposit transaction and other Son of

Boss-like transactions, they had a signficant
Boss-like transactions,

pecunar interest in the ML deposit transaction and other Son of

that there was a signficant risk that their role in promoting the ML deposit transaction
and other Son of

Boss-like transactions would extingush any attorney-client pnvilege,

and that their representation of Mark Hutton and their arangement with the other
Defendants violated the applicable rules of professional conduct and standard of care, the
. n~~-n--nfee.agreement-with-Mark-Hutton-is.not-enforceable:---------.-.-------.-. - ....--_._.__..

124. The Defendants have been unjustly enriched by the collection of

fees from

Mark Hutton in that they benefited, at Plaitiffs' expense, by collecting fees that were
excessive, uneasonable and improper. Equity and good conscience demand the retu of

those fees.

125. Accordingly, Plaintiffs are entitled to rescind the agreement to pay fees
and are entitled to restitution or recoupment of that amount from the Defendants who
must disgorge those fees to Mark Hutton.
126. Deutsche Ban never disclosed that it and the other Defendants were
promoting the ML deposit transaction and other Son of

Boss-like transactions, that the

fees it would ear were charged on transactions that were strctued in a way to provide
Deutsche Ban with discretion as to whether a profit would be eared, that Deutsche
Ban had a confict of interest in exercising that discretion and that it would and did
exercise that discretion so that a profit was not eared. Irespective of the services

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Deutsch Ban rendered, the fees it received were excessive since any chance for profit
was controlled by the ban which acted to prevent any profit from being eared.
127. The fees charged by Deutsche Ban were invalid and uneasonable and

Mark Hutton is entitled to rescission of their agreement to pay those fees.
128. Deutsche Ban was unjustly enrched by their receipt of

the fees paid by

Mark Hutton.

PRAYER FOR RELIEF
WHREFORE, Plaitiffs and the Class state that they have been damaged, for

. . ..... ~.--~~which-damage-they-demand-judgmenHn-their-favor-and-agaist-Befendants-and-pray-for--~-----

an Order of the Cour orderig the action be maitaied as a class action under
Fed.R.Civ.P. 23, and the followig class be certified:
"All persons in the United States, who purchased from defendants sham
tax shelters such as ML deposit, Son of

Boss, OPS, BOSS, BLIPS, MICO,
Boss tax

FLIPS, OPIS, TRACT, IDV, CARS, COBRA, and other simlar Son of

shelters durg the years 1997, 1998, 1999,2000,2001,2002, and 2003.

Plaintiffs and the Class demand judgment awarding Plaintiffs and the Class:

A. On the first clai (violations of state Deceptive Trade Practices Act),
damages in an amount to be proved, but believed to be at least $750,000, plus other such

damages recognzable under the state Deceptive Trade Practices Act;
B. On the Second Claim (RCO), damages in an amount to be proved, but

believed to be at least $750,000, trebled to at least $2,250,000 plus attorneys' fees and

costs; an injunction enjoing Defendants from (1) engaging in the same types of conduct
or endeavor alleged herein; (2) devising, offerig, and soliciting clients for, or promoting,
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tax shelters; (3) preparg tax retus involving tax shelters, (4) providing legal advice

regarding tax shelters, (5) soliciting clients for, referrg clients to, or engaging in

marketing or business development programs, with each other; (6) sharing fees or income
with each other; (7) commtting any acts of mail fraud or wie fraud; and (8) violating the

RICO laws; and an order (a) requig Defendants to divest themselves of any interest,
direct or indirect, in the Enterprise, and (b) dissolving the Enterprise.
C. On the Thid Clai (Breach of

Fiduciar Duty), damages in an amount to

be proved, but believed to be at least $750,000, plus puntive damages in the amount of
.. .~..u__._-$-iOO;OOO;OOO:-n_._~ Un ....n__.~.~..._.__... _n.__...... . ._....__~..n.U.__ ___.._~..Un.._.~~.n~__~.
C. On the Four Clai (Inducing Breach of

Fiduciar Duty), damages in an

amount to be proved, but believed to be at least $750,000 plus puntive damages equal to
$100,000,000.
D. On the Fift Clai (Fraud), damages in an amount to be proved, but

believed to be at least $750,000, plus puntive damages in the amount of$100,000,000.
E. On the Sixth Clai (Negligent Misrepresentation), damages in an amount

to be proved, but believed to be at least $750,000.
F. On the Seventh Claim (Conspiracy), damages in.an amount to be proved,

but believed to be at least $750,000.

G. On the Eighth Claim (Declaratory Judgment), a declaration that (1)
Defendants are liable to Plaitiffs for any and all taxes, interest, and penalties assessed in
the past or futue agaist them by the IRS and/or state tax authorities resulting from
Plaitiffs' paricipation in the ML deposit transactions, for the money that Plaitiffs lost

on the actual ML deposit transactions, for all professional fees incured by Plaitiffs in

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the past or the futue to rectif Defendants' wrongdoing, such amounts to be trebled
under RICO.
H. On the Ninth Clai (Unethcal, Excessive and Ilegal Fees), disgorgement

by the Defendants of

their fees in the amount of $250,000, plus attorneys' fees, costs,

disbursements, interest, and such other and fuer relief as the Cour may deem just and
proper.
1. Such additional relief as the Cour finds just and proper in the premises.

JUY DEMA
-~-------- -----Plaitiffs,though-counseI,hereby-demand-tral-by-jury;----~--~-------- -.--...

DESIGNATION OF PLACE OF TR
The tral of

ths matter will take place in Kansas City, Kansas.

Respectfly submitted,

B~ N KS #16984 STEP
Barf s, Frickleto , R bertson & Gorny, P.C.
11150 Overbrook R ad Suite 200

Leawood, KS 66211
(913) 266-2300 (tel) (913) 266-2366 (fax)

and

Jeffey J. Lowe

Francis J. "Casey" Flyn
JEFFREY J. LOWE, PC
8235 Forsyt, Suite 1100

S1. Louis, Missour 63105 (314) 678-3400 Fax: (314) 678-3401

ATTORNYS FOR PLAlTWF
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