Free Motion for Summary Judgment - District Court of Arizona - Arizona

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Case 2:O4—cv—OO_384—F{OS Document 413-14 Filed 12/18/20(J6 P#{1g§ 1 0f3 °

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scorrsrwrts, Rtarzcima 85253-3527 JOHN R_TEu_,ER ` ‘°
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retain-tons 4BO.=183.9600 February 13, 2004
_ FACSIMILE 480.48}.3215 _ ~
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AND FIRST-CLASS MAIL
Steven D. Pidgeon, Esq. i G _
Snell & Wilmer L.L.P. _ _ ’ .
One Arizona Center
Phoenix, Arizona 85004-0001 `
Re: Greg Hancock - Meritage i
· Dear Steve: n l I
· Section 2.5A(4)(b) of the May 7, 2001 Master Transaction Agreement among our
respective clients provides as follows: V ~
"Buyer shall pay to Greg Hancock ninety percent (90%) of each estimated Earn-
Out Payment for the previous (i.e., just ended) Earn-Out Period in cash on or
before the 30th day following the end of the last relevant Earn-Out Period .... "
Accordingly, payment of the ninety percent estimate of Greg Hancocl<’s Earn-Out
Payment for the Eam-Out Period ended December 31, 2003 was due January 30, 2004.
Unfortunately, Greg has received no payment as required nor has he received any
communication from your client explaining why payment was not made. While Greg is not a
party to the Master Transaction Agreement, he is clearly an intended third-party beneficiary of
this Agreement. Similarly, Greg has not received the $90,000 payment which was also due on-
January 30, 2004 in accordance with Steve Hilton’s November 22, 2002 correspondence.
While under other circumstances, one might conclude that this was merely an oversight,
after reviewing this tile again, this latest incident appears to be yet another example of your J
client’s consistent pattem of frustrating Greg’s efforts to receive his share of the purchase price
for Hancock Commtmities hom Meritage. Greg wrote (my office typed) a letter to John Landon
about a year ago setting forth some of the difficulties he was having with your client’s heavy-
handed management tactics. ZY our client dismantled Greg’s.team and emasculated his authority
causing him to resign in frustration. Your client wrongfully withheld portions of his 2001 and
2002 earn-outs. It now appears that this was all part of a plan to frustrate Greg’s ability to get the
earn-outpayments and fully realize the benefit of his bargain. . ‘
· exH1e1rNo.l
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_ Case 2:04-cv—00384—ROS Document 413-14 ‘ Filed 12/18/2006
JACOUELYNA.ALl£N. mn umm

Steven D. Pidgeon, Esq.
Snell & Wilmer L.L.P.
February 13, 2004 _ "
{ l _‘ Page 2 ‘
On the other hand, the principals of your client have made a fortune in the homebuilding
` business. Part of this success is attributable to the Hancock Communities acquisition for which
your client should be congratulated. However, when it comes to members ofthe Hancock family,
your client has a nasty, hard edge. Most recently, your client fired Greg’s brother, Rick, days
before his wife was scheduled to give birth and days before the office holiday party. For some
reason, your client wants to punish those associated with the "Hancock" name and refuses to pay
Greg what he is due. l _
Enough is enough. Demand is hereby made for the immediate payment of all amounts
now past due under Section 2.5A(4)(b) of the Master Transaction Agreement as well as the
$90,000 now past due as promised by Steve Hilton’s November .22, 2002 letter.
Further, in view of your client’s repeated breaches of the Master Transaction Agreement,
pursuant to Section 7.3 of the License Agreement, dated May 30, 2001, your client’s license to
use the "Licensed Marks," "Hancock Homes" and “Hancock Communities" is hereby temijnated A
immediately. Demand is further made,spursuant to Section 8.1 of the License Agreement, that
your client transfer and assign to my client any right, title and interest to the Licensed Marks
which your client may have acquired as a result of its activities under the License Agreement.
Although not required to do so, my client is willing to provide a reasonable period of
time to your client to change its name and to change its signage and marketing materials. We
expect this could be accomplished in a couple weeks.
We expect immediate payment of all past due amounts demanded by this letter. lf your
client does not cease using my client’s property by March 1, 2004, my client will pursue all
remedies at his disposal including those provided by Section 16 of the May 30, 2001 License
Agreement.
Very truly yours,
TITUS, BRUECKNER & BERRY, P.C.
J` on A. Titus
JAT/nr A
cc: Greg Hancock
L3.I'1'y SBHY (pursuant to Section 10 ofthe License Agreement)
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