Free Statement - District Court of Arizona - Arizona

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LAW OFFICES One Arizona Center, 400 E. Van Buren Phoenix, Arizona 85004-2202 (602) 382-6000

John J. Bouma (#001358) James R. Condo (#005867) Patricia Lee Refo (#017032) Joseph G. Adams (#018210) SNELL & WILMER L.L.P. One Arizona Center 400 E. Van Buren Phoenix, AZ 85004-2202 E-Mail: [email protected] Telephone: (602) 382-6000 Attorneys for Defendant Kirkland & Ellis IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF ARIZONA Diane Mann, as Trustee for the Estate of LeapSource, Inc., et al., Plaintiffs, v. GTCR Golder Rauner, L.L.C.; a Delaware limited liability company, et al. Defendants. Pursuant to Rule 56.1(a) of the Local Rules of Practice of the United States District Court for the District of Arizona, defendant Kirkland & Ellis submits its separate Statement of Facts in support of its Motion for Partial Summary Judgment. 1. Plaintiff Indu Gupta admits that she had no conversations with K&E from No. CIV 02 2099 PHX RCB STATEMENT OF FACTS IN SUPPORT OF KIRKLAND & ELLIS' MOTION FOR SUMMARY JUDGMENT ON JOINT VENTURERELATED CLAIMS

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January 1, 1998 to the present. (See Indu Gupta's Response to Kirkland & Ellis' First Set of Interrogatories, dated March 18, 2005, attached as Exhibit A.) 2. Gupta concedes that she was not a party to the joint venture agreement and

that she was not aware of its existence: Q. A. Did you understand that there was a Kirk-GTCR joint venture that was separate and distinct from LeapSource, Inc.? I did not understand that.

Case 2:02-cv-02099-RCB

Document 243

Filed 08/23/2005

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LAW OFFICES One Arizona Center, 400 E. Van Buren Phoenix, Arizona 85004-2202 (602) 382-6000

Q. A.

You did not separately form some joint venture with GTCR, did you? I did not.

(See Indu Gupta Deposition, dated February 24, 2005, at 118:16-19; 124:25-125:2, attached as Exhibit B.) 3. Plaintiff Kimberly Hartman admits that she had no conversations with K&E

from January 1, 1998 to the present. (See Kim Hartmann's Response to Kirkland & Ellis' First Set of Interrogatories, dated March 23, 2005, attached as Exhibit C.) 4. Hartmann specifically testified that she has no personal knowledge that

K&E ever learned of the purported joint venture agreement: Q. A. So you don't have any personal knowledge of Kirkland & Ellis learning of this joint venture agreement, do you? I don't believe so.

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(See Kim Hartmann Deposition, dated June 24, 2005, at 444:8-12, attached as Exhibit D.) Plaintiff Julie McCollum admits that she had no conversations with K&E

from January 1, 1998 to the present. (See Julie McCollum's Response to Kirkland & Ellis' First Set of Interrogatories, dated March 18, 2005, attached as Exhibit E.) 6. McCollum testified that whatever information she received concerning K&E

came from Kirk: Q. Ms. McCollum, do you recall whether any individual whom you whom you believed to have been employed by Kirkland & Ellis was present or participated in any discussions you may have had during which you formed and jointed a joint venture with Chris Kirk and GTCR and others? I personally was not in contact with the representative from Kirkland & Ellis. Were you present where any Kirkland & Ellis employee was present during discussions or negotiations which led which led to the formation of the joint venture?
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A. Q.

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LAW OFFICES One Arizona Center, 400 E. Van Buren Phoenix, Arizona 85004-2202 (602) 382-6000

A. Q. A.

I'm not aware that I was. What information do you have that Kirkland & Ellis knew of the joint venture? The information that I have about Kirkland & Ellis's involvement with the joint venture is through Chris Kirk.

(See Julie McCollum Deposition, dated May 16, 2005, at 188:8-19; 190:11-15, attached as Exhibit F.) 7. Plaintiff Patrice Walker admits that she had no conversations with K&E

from January 1, 1998 to the present. (See Patrice Walker's Response to Kirkland & Ellis' First Set of Interrogatories, dated March 18, 2005, attached as Exhibit G.) 8. Walker also testified that whatever information she received concerning

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K&E came from Kirk: Q. A. Q. So you had no personal interactions with any lawyers from Kirkland & Ellis? None whatsoever. Did you have any personal knowledge that Kirkland & Ellis represented LeapSource during the time that you worked at LeapSource? Not other than Chris Kirk mentioning the name of the law firm. Do you have any understanding of the type of legal services Kirkland & Ellis provided to LeapSource? No, I was not involved.

A. Q. A.

(See Patrice Walker Deposition, dated May 16, 2005, at 181:17-24; 182:8-10, attached as Exhibit H.) 9. Plaintiff Bobby Scott testified that he had no personal contact with K&E: Q. Did you have any personal contact with the other firms that you mentioned, with Osborn Maledon, Sachnoff & Weaver, or Kirkland & Ellis? No, sir.
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A.

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LAW OFFICES One Arizona Center, 400 E. Van Buren Phoenix, Arizona 85004-2202 (602) 382-6000

(See Bobby Scott Deposition, dated May 5, 2005, at 242:11-14, attached as Exhibit I; Bobby Scott's Response to Kirkland & Ellis' First Set of Interrogatories, dated March 18, 2005, attached as Exhibit J.) 10. Plaintiff Kelly Powers admits that she had no conversations with K&E from

January 1, 1998 to the present. (See Kelly Powers' Response to Kirkland & Ellis' First Set of Interrogatories, dated March 18, 2005, attached as Exhibit K.) 11. Powers also testified that she has no personal knowledge of the allegations

made against K&E in this case. Q. I said, you don't have any personal knowledge, then, of any of the allegations made against Kirkland & Ellis in the Fourth Amended Complaint, correct? Not that I can recall.

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A.

(See Kelly Powers Deposition, dated May 19, 2005, at 226:10-14, attached as Exhibit L.) 12. agreement. Q. A. Q. Did you ever personally have a conversation with anyone from Kirkland & Ellis in which you discussed the joint venture? I don't recall. You don't remember, as you sit here today, ever telling anyone from Kirkland & Ellis about the alleged joint venture, do you? I don't remember whether I did or did not. Christine Kirk concedes that she never informed K&E of the joint venture

A.

(See Kirk Deposition, dated June 7, 2005, at 631:13-16, 22-25, attached as Exhibit M.) 13. In fact, Kirk cannot recall informing anyone that she had entered into a joint

venture agreement with GTCR. (See Kirk Deposition, dated April 13, 2005, at 253:24254:8, attached as Exhibit N.) 14. Even the attorneys that represented plaintiffs at the time admit that they

were unaware of the alleged joint venture agreement between their clients and GTCR.
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LAW OFFICES One Arizona Center, 400 E. Van Buren Phoenix, Arizona 85004-2202 (602) 382-6000

Jeffrey Schumacher, one of plaintiffs' attorneys from the law firm of Sachnoff & Weaver, testified that nobody ever informed him about a joint venture agreement: Q. Did Ms. Kirk ever tell you that she and GTCR had entered into a joint venture agreement separate and apart from the agreement to form LeapSource? No. Did anyone tell you that Ms. Kirk and others had entered into a joint venture partnership with GTCR that would endure throughout the life of the BPO business they would build even though the parties may implement that business through entities taking another legal form, such as a corporation? No.

A. Q.

A.

(See Deposition of Jeffrey Schumacher, dated June 15, 2005, at 54:14-20; 55:8-15, attached as Exhibit O.) 15. Jeff Gilbert, also of Sachnoff & Weaver, was never aware of a joint venture

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agreement between his clients and GTCR. Q. While you were representing Ms. Kirk, did she ever tell you anything about a joint venture that existed between her and GTCR separate and apart from LeapSource? Not that I recall. Do you have any reason to believe that a joint venture existed between GTCR on one hand and Ms. Kirk and the other individuals on the other hand separate and apart from LeapSource? I don't think so, if I understand your question.

A. Q.

A.

(See Deposition of Jeffrey Gilbert, dated June 14, 2005, at 73:5-9; 74:6-13, attached as Exhibit P.) 16. Even LeapSource's primary outside counsel, Michelle Matiski of Osborn

Maledon, was never aware of a joint venture agreement between plaintiffs and GTCR: Q. Did she [Kirk] ever tell you that she had some agreement
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LAW OFFICES One Arizona Center, 400 E. Van Buren Phoenix, Arizona 85004-2202 (602) 382-6000

separate and apart from the agreement reflected in the documents that you had reviewed? A. Q. No. Did she at any time tell you that she had an agreement with GTCR separate and apart from the agreement set forth in the documents you reviewed? No.

A.

(See Deposition of Michelle Matiski, June 17, 2005, at 17:25-18:7, attached as Exhibit Q.) DATED this 23rd day of August, 2005. SNELL & WILMER L.L.P.

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By s/ Joseph G. Adams John J. Bouma James R. Condo Patricia Lee Refo Joseph G. Adams One Arizona Center 400 E. Van Buren Phoenix, AZ 85004-2202 Attorneys for Kirkland & Ellis

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LAW OFFICES One Arizona Center, 400 E. Van Buren Phoenix, Arizona 85004-2202 (602) 382-6000

CERTIFICATE OF SERVICE I hereby certify that on August 23, 2005, I electronically transmitted the attached document to the Clerk's Office using the CM/ECF System for filing and transmittal of a Notice of Electronic Filing to the following CM/ECF registrants: Leo R. Beus Richard R. Thomas Scot C. Stirling Beus Gilbert, PLLC 4800 North Scottsdale Road Scottsdale, AZ 85251 Attorneys for Plaintiffs Don P. Martin Edward A. Salanga Quarles & Brady Streich Lang, LLP Two North Central Phoenix, AZ 85004-2391 Attorneys for GTCR Defendants and Defendants Nolan, Rauner, Yih, Donnini and Canfield David S. Foster Latham & Watkins, LLP Sears Tower, Suite 5800 233 South Wacker Drive Chicago, IL 60606 Attorneys for GTCR Defendants and Defendants Nolan, Rauner, Yih, Donnini and Canfield Merrick B. Firestone Ronan & Firestone, P.L.C. 649 North Second Avenue Phoenix, AZ 85003 Attorneys for Michael Makings Foster Robberson Richard A. Halloran Lewis and Roca LLP 40 N. Central Avenue Phoenix, AZ 85004-4429 Attorneys for David L. Eaton and AEG Partners LLC

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LAW OFFICES One Arizona Center, 400 E. Van Buren Phoenix, Arizona 85004-2202 (602) 382-6000

Steven J. Brown Steve Brown & Associates, L.L.C. 1440 E. Missouri, Suite 185 Phoenix, AZ 85014-2412 Attorneys for Plaintiff Diane Mann, as Trustee for the Estate of LeapSource, Inc. s/ Joseph G. Adams

1703408

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