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`David E. Harris (161334)
`Christopher H. Doyle (190016)
`Doyle & Harris PC
`1990 California Blvd., 8th Floor
`Walnut Creek, California 94596
`Telephone: 925-858-6876
`DEHarris@DoyleHarris.com
`CH Doyle@DoyleHarris.com
`
`Pat Lundvall (Pro Hac Vice)
`Kristen T. Gallagher (Pro Hac Vice)
`Emily M. Dennis (348333)
`McDONALD CARANO LLP
`2300 West Sahara Avenue, Suite 1200
`Las Vegas, Nevada 89102
`Telephone: (702) 873-4100
`plundvall@mcdonaldcarano.com
`kgallagher@mcdonaldcarano.com
`edennis@mcdonaldcarano.com
`
`Attorneys for Albert D. Seeno, Jr., Seecon Financial &
`Construction Co., Inc., Seecon Built Homes, Inc., Albert D. Seeno
`Construction Co., West Coast Home Builders, Inc., North Village Development, Inc.,
`Alsan Financial & Leasing, Inc., Norsan Financial & Leasing, Inc.,
`and ADS West, LLC
`SUPERIOR COURT OF THE STATE OF CALIFORNIA
`COUNTY OF CONTRA COSTA - UNLIMITED JURISDICTION
`ALBERT D. SEENO, JR., an individual,
` Case No. C22-01746
`SEECON FINANCIAL & CONSTRUCTION
`
`CO., INC., a California corporation, ALBERT
`Consolidated with Case Nos.: C23-00614,
`D. SEENO CONSTRUCTION CO., a California
`C23-01029, C23-01658, and C24-00327
`limited partnership, WEST COAST HOME
`
`BUILDERS, INC., a California corporation,
`Assigned for All Purposes to:
`NORTH VILLAGE DEVELOPMENT, INC., a
`Hon. John P. Devine
`California corporation, SEECON BUILT
`
`PLAINTIFFS’ OPPOSITION TO
`HOMES, INC., a California corporation, and
`DEFENDANTS’ MOTION TO BIFURCATE
`ALSAN FINANCIAL & LEASING, INC., a
`California corporation,
`
`
`[Filed concurrently with Declaration of Pat
`Plaintiffs,
`Lundvall]
`
`
`v.
`Dept. 9
`
`Action Filed: August 19, 2022
`ALBERT D. SEENO III, an individual,
`Trial Date: October 6, 2025
`DISCOVERY BUILDERS, INC., a California
`Judge: Hon. John P. Devine
`corporation, DISCOVERY REALTY INC., a
`
`California corporation and DOES 1-20,
`Date of hearing: March 3, 2025
`inclusive,
`Time of hearing: 9:00 a.m.
`
`
`AND RELATED CROSS-CLAIMS.
`
`
`Defendants.
`
`PLAINTIFFS’ OPPOSITION TO DEFENDANTS’ MOTION TO BIFURCATE
`
`Electronically Filed Superior Court of CA County of Contra Costa 2/18/2025 3:45 PM By: T. Schrader, Deputy
`
`

`

`
`
`I.
`II.
`III.
`
`IV.
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`C.
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`D.
`
`TABLE OF CONTENTS
`INTRODUCTION. .................................................................................................................4
`STANDARD OF REVIEW. ..................................................................................................7
`THE DEBT CLAIMS ARE NOT COMPLEX OR COMPLICATED AND NOR
`ARE THE INVOLUNTARY TERMINATION CLAIMS. BOTH HAD THEIR
`GENESIS IN SEENO III’S INVOLUNTARY TERMINATION AS CEO. BOTH
`BEGIN WITH THE INTER-BUSINESS RELATIONSHIPS BETWEEN FATHER
`AND SON. BOTH REQUIRE TESTIMONY FROM THE SAME WITNESSES.
`BOTH WILL SHARE THE SAME JURY INSTRUCTIONS. .............................................7
`A.
`The Origin of the Alsan Debt and the 2013 Restructuring Agreement. .....................7
`B.
`Seeno III Repeatedly Affirms The Alsan Debt to Third Parties And Consents
`To Its Repayment With Distributions From His Trust. ..............................................8
`Seeno III Disputes The Legitimacy Of The Alsan Debt Only After Being
`Fired As CEO Of The Seeno Companies .................................................................11
`The Dispute over the Legitimacy of the Debt Claims Arose at the Exact Same
`Time and for the Exact Same Reasons as the Involuntary Termination Claims.
` ..................................................................................................................................11
`1.
`Background Re: Mr. Seeno. .........................................................................11
`2.
`Background Re: Seeno III. ...........................................................................12
`3.
`The Employment Agreement With Five Companies Owned and
`Controlled By Mr. Seeno and His Brother, Thomas Seeno. ........................13
`Seeno III Gets Fired. ....................................................................................14
`4.
`The Fallout Between Father and Son Begins After Seeno III is Fired. ....................15
`1.
`The Theft of Documents by Seeno III. .........................................................15
`2.
`No Further Payments From Seeno III Toward the Alsan Debt and
`Seeno III Disputes His Involuntary Termination. ........................................16
`Seeno III Begins His Litigation Storm. ........................................................16
`3.
`CONCLUSION. ...................................................................................................................17
`
`
`E.
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`2
`PLAINTIFFS’ OPPOSITION TO DEFENDANTS’ MOTION TO BIFURCATE
`
`

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`
`
`Cases
`
`TABLE OF AUTHORITIES
`
`Continental Baking Co. v. Katz,
`(1968) 68 Cal.2d 512 ................................................................................................................... 16
`Finley v. Super. Ct.,
`(2000) 80 Cal.App.4th 1152 .......................................................................................................... 7
`J&A Mash & Barrel, LLC v. Super. Ct.,
`(2022) 74 Cal.App.5th 1 .............................................................................................................. 16
`Orange Cnty. Water Dist. v. Alcoa Glob. Fasteners, Inc.,
`(2017) 12 Cal.App.5th 252 ............................................................................................................ 7
`Schnabel v. Superior Court,
`(1993) 5 Cal. 4th 704 ................................................................................................................... 16
`
`Statutes
`
`California Constitution (Art. I, §1) .................................................................................................. 16
`CCP § 1048(b) ................................................................................................................................... 7
`Cal. Evid. Code, §§ 1400 ................................................................................................................ 16
`
`
`
`
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`PLAINTIFFS’ OPPOSITION TO DEFENDANTS’ MOTION TO BIFURCATE
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`I.
`
`INTRODUCTION.1
`To begin, Seeno III’s motion to bifurcate is moot if the Court grants Alsan’s motion for
`summary adjudication which is currently scheduled to be heard March 3, 2025. If resolution of that
`motion is delayed, then so too should resolution of this motion.
`Even if the motion for summary adjudication is denied, the Court should deny Seeno III’s
`motion to bifurcate. Presently consolidated before the Court are five cases: C22-01746; C23-00614;
`C23-01029; C23-01658; and C24-00327. The Court consolidated these five cases via order dated
`August 19, 2024 after briefing by the parties and upon finding that “[t]here is significant party and
`issue overlap” in these five cases and thus pursuant to CCP 1048(a) consolidation was appropriate.
`(“When actions involving common questions of law or fact are pending before the court, it may order
`a joint hearing or trial of any or all matters in issue in the actions; it may order all actions consolidated
`and it may make such orders concerning proceedings therein as may tend to avoid unnecessary costs
`or delay.”).
`Notably, all five of these cases were filed after Seeno III’s involuntary termination as CEO of
`the Employment Companies owned and controlled by Mr. Seeno and his brother Thomas Seeno and
`all five cases focus upon the fallout from that involuntary termination. When he was fired, Seeno III
`took two immediate actions as retaliation against his father. First, Seeno III stopped making payments
`to his father’s financing companies on the significant debt Seeno III had (1) incurred across many
`years, (2) agreed in writing to repay, (3) been paying upon for over 16 years, (4) taken the interest
`deduction associated with those payments against his tax obligations to both the IRS and the FTB,
`and (5) represented to lenders and accountants preparing audited financial statements that the debt
`was valid. Second, Seeno III refused to accept his involuntary employment termination, causing
`havoc for the Employment Companies as he refused to vacate the premises owned by his father and
`he continued to make demands telling everyone who would listen that he was still CEO of the
`
`
`1 Various abbreviations are used in this brief, to include: Albert D. Seeno Jr. (“Mr. Seeno”); Albert
`D. Seeno Construction Co., Seecon Financial & Construction Co., Inc., West Coast Home Builders,
`Inc., North Village Development, Inc. and Seecon Built Homes, Inc. (“Employment Companies”);
`Alsan Financial & Leasing, Inc. (“Alsan”); Albert D. Seeno III (“Seeno III”); Discovery Builders,
`Inc. (“DBI”) and Discovery Realty Inc. (“DRI”).
`
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`4
`PLAINTIFFS’ OPPOSITION TO DEFENDANTS’ MOTION TO BIFURCATE
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`Employment Companies. These retaliatory actions are directly related to each other since both have
`their genesis in Seeno III’s involuntary termination. That genesis and the Court’s previous finding of
`significant party and issue overlap among the cases before this Court undercuts Seeno III’s first
`contention made in his motion to bifurcate, i.e. that issues surrounding his failure to make good on
`the debt owed to his father have nothing to do with the issues surrounding his involuntary termination
`from employment and therefore should be bifurcated for trial before two separate juries.
`The second contention made by Seeno III to bifurcate the debt claims from the involuntary
`employment termination claims is that the Alsan debt is “complex” and will be just too hard for a
`jury to understand. But that suggestion is belied by the undisputed facts: Seeno III borrowed a bunch
`of money from his father. He began paying back those monies over 16 years ago and only stopped
`making payments after he was fired. He participated in an extensive audit of his books and records
`to quantify that debt. He negotiated with his father for a reduction of his debt and then memorialized
`their deal in a written agreement that he expressly acknowledged was “binding” without further
`documentation. He reaffirmed that agreed-upon debt in writing less than one year later. He expressly
`and repeatedly represented to his banks that the debt was valid and owing as he sought concessions
`from those banks. He signed audited financial statements attesting to the accuracy and the amount of
`the debt. He took interest deductions arising from payments made toward that debt against his income
`on his tax returns filed with the IRS and FTB. He and his accounting staff authored countless
`documents acknowledging both the fact of and the amount of debt, never once questioning its
`existence or legitimacy. Pre-employment termination, every action taken, representation made to
`third parties, and document authored acknowledged the legitimacy and amount of the Alsan debt. But
`after he was fired, Seeno III had a change of heart. He began by having his staff to break into his
`father’s CFO’s office to steal the paper copies of the many documents which memorialized his debt,
`and stole electronic documents and emails from Mr. Seeno’s electronically stored files. Seeno III
`stopped making payments against that debt. He brought litigation against the trustee of his trust who
`had made many of the previous payments from trust distributions toward the debt with Seeno III’s
`knowledge and approval. Only once he’d been fired, did Seeno III claim the debt was not legitimate.
`During discovery Seeno III has received all documents which trace the flow of funds from accounts
`
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`5
`PLAINTIFFS’ OPPOSITION TO DEFENDANTS’ MOTION TO BIFURCATE
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`owned or controlled by his father to accounts owned by Seeno III or directly to the IRS and FTB. It
`should not be difficult for the jury to apply the duck theory to the Alsan debt issues: If it walks, talks,
`floats, looks and sounds like a duck—it is probably a duck. Further, Seeno III admits he has not been
`making payments against the Alsan debt since his termination, thereby admitting his breach. The jury
`will receive contract claim jury instructions to determine if Seeno III is in material breach or if his
`breach of a written agreement was excused, no different than the jury will apply those same jury
`instructions to decide the various contract claims which have been asserted as a result of the
`termination of Seeno III’s Employment Agreement.2
`Bottom line: Contrary to Seeno III’s motion, there is no good reason to bifurcate the debt
`claims from the involuntary termination claims which are inextricably intertwined with each other.
`All claims involve the same two parties who are father and son, Mr. Seeno and Seeno III, and entities
`these two parties either own or control. All claims concern the business relationships between the
`father and son that have now gone sour. All claims will require the jury to hear the same evidence
`concerning the establishment of those business relationships and why/how they turned sour. All
`claims will require the same core group of witnesses to testify about the inter-business relationships
`between the father and son and their respective companies. All claims will require the jury to hear
`jury instructions concerning the establishment of an enforceable contract and the essential elements
`that must be proven to establish a breach of contract claim, and the damages which flow from such a
`claim. All claims examine how the father and son and their respective companies booked or accounted
`for or kept track of these business relationships and the corporate governance they employed to
`manage those business relationships. If all of these claims are not tried together, bifurcating some
`claims from others for separate trials invites the risk of inconsistent verdicts and will unnecessarily
`consume scarce judicial resources.
`
`
`2 Seeno III falsely contends that all of the Alsan debt claims are legal, whereas many of the
`involuntary termination claims are equitable as an additional reason to bifurcate. Motion p.14: ln. 20
`– p.15 ln. 8. But Seeno III misrepresents the nature of the claims. See Seeno III’s Cross-Complaint,
`Seventh Cause of Action ¶¶65-70, which seeks declaratory, equitable relief against Mr. Seeno and
`Alsan.
`
`
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`6
`PLAINTIFFS’ OPPOSITION TO DEFENDANTS’ MOTION TO BIFURCATE
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`II.
`
`STANDARD OF REVIEW.
`Section 1048(b) of the California Code of Civil Procedure provides in full:
`(b) The court, in furtherance of convenience or to avoid prejudice, or when separate trials
`will be conducive to expedition and economy, may order a separate trial of any cause of
`action, including a cause of action asserted in a cross-complaint, or of any separate issue
`or of any number of causes of action or issues, preserving the right of trial by jury required
`by the Constitution or a statute of this state or of the United States.
`Because the decision to bifurcate - - or not - - is such a fact intensive, case specific decision, it is a
`decision reviewed for abuse of discretion. Orange Cnty. Water Dist. v. Alcoa Glob. Fasteners,
`Inc. (2017) 12 Cal.App.5th 252, 353; Finley v. Super. Ct. (2000) 80 Cal.App.4th 1152, 1163.
`
`In light of the required fact intensive inquiry, the following facts are offered for the Court’s
`consideration with as much brevity as possible, but without sacrificing context. These facts are
`supported by the following declarations and the exhibits appended or referenced therein: Declarations
`of Mr. Seeno, Kevin McCauley, Ronald Hawkins, and the undersigned, Pat Lundvall. See also,
`factual assertions from Second Amended Complaint ¶¶15 to 84.
`III. THE DEBT CLAIMS ARE NOT COMPLEX OR COMPLICATED AND NOR ARE
`THE INVOLUNTARY TERMINATION CLAIMS. BOTH HAD THEIR GENESIS IN
`SEENO III’S INVOLUNTARY TERMINATION AS CEO. BOTH BEGIN WITH THE
`INTER-BUSINESS RELATIONSHIPS BETWEEN FATHER AND SON. BOTH
`REQUIRE TESTIMONY FROM THE SAME WITNESSES. BOTH WILL SHARE
`THE SAME JURY INSTRUCTIONS.
`
`The Origin of the Alsan Debt and the 2013 Restructuring Agreement.
`A.
`From 2004 to 2014, Mr. Seeno and his wholly owned companies, loaned over one hundred
`million dollars to Seeno III, individually, his company, Discovery Builders, Inc. (“DBI”), and
`affiliates of DBI as Seeno III tried to get his own home building efforts off the ground. The purposes
`of these loans were, among other things, to (i) finance Seeno III’s purchase of approximately $100
`million in real estate through his various companies, (ii) remedy a default on a loan with Wells Fargo
`that Seeno III obtained, with his father’s assistance, to finance the aforementioned real estate
`purchases, and (iii) pay over $30 million in tax liability and penalties owed by Seeno III to the IRS
`and FTB. Seeno III and his companies signed a total of eleven promissory notes in connection with
`these loans, including a 2009 note reflecting $74,308,893.94 owed personally by Seeno III to Alsan.
`The monies required by these loans can be and have been directly traced from accounts owned by
`
`
`
`7
`PLAINTIFFS’ OPPOSITION TO DEFENDANTS’ MOTION TO BIFURCATE
`
`

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`Alsan or Mr. Seeno to accounts owned by Seeno III or DBI.3
`In 2012 and 2013, Seeno III consolidated several of his business entities with DBI. As part of
`that process, Seeno III and his employees requested and were provided financial records from
`evidencing the origin of the debt owed by Seeno III and his businesses, including wire transfers,
`banks statements, and checks. Seeno III and his employees, in conjunction with Mr. Seeno’s
`representatives, fully reconciled the debts owed by Seeno III and his company DBI.
`On December 30, 2013, Mr. Seeno and Seeno III entered into the Restructuring of Notes
`Related to Albert [Seeno] III Companies (the “2013 Restructuring Agreement”) wherein Seeno III (i)
`agreed he owed his father a total of $99 million, (ii) agreed these outstanding debts would be
`consolidated into two promissory notes, one for debts owed by Seeno III individually, and one for
`debts owed by DBI, and (iii) agreed to repay the debt to his father’s company, Alsan, over a period
`of 50 years. The 2013 Restructuring Agreement is a binding contract, not a “term sheet” as suggested
`by Seeno III. The first and final paragraphs of the 2013 Restructuring Agreement provided that its
`terms would be binding even if a more comprehensive agreement was not executed. Each and every
`page of the Restructuring Agreement was either initialed or signed by Seeno III.
`Less than one year later on October 22, 2014, Seeno III reaffirmed his debts to Alsan under
`the terms of the 2013 Restructuring Agreement when he executed the First Amendment (the “First
`Amendment”) to that agreement. In the First Amendment, Seeno III acknowledged personally owing
`$68,000,000 to Alsan and that DBI owed $38,000,000 to Alsan. The final paragraph of the First
`Amendment provides: “The Agreement, as modified by this First Amendment, is hereby ratified and
`confirmed in its entirety.”
`Seeno III Repeatedly Affirms The Alsan Debt to Third Parties And Consents To Its
`B.
`Repayment With Distributions From His Trust.
`
`In addition to his homebuilding and development activities, Mr. Seeno also owns, along with
`
`
`3 This tedious task was accomplished by forensic accountants after Seeno III made an unfounded
`assertion that his loans were mere “paper debts” or “circular loans.” Not so. Real money changed
`hands from the father’s or his companies’ accounts into Seeno III’s or his companies accounts. All
`documents memorializing those transfer were produced to Seeno III during discovery.
`
`
`
`8
`PLAINTIFFS’ OPPOSITION TO DEFENDANTS’ MOTION TO BIFURCATE
`
`

`

`
`
`three other partners, extensive non-residential commercial and hospitality casino resort assets in
`Nevada that he and his partners have successfully managed for over 45 years. These four partners
`(one of whom recently passed) have not had any disagreements during that entire period of time - -
`not even one split vote on any corporate matter. These commercial and hospitality assets constitute
`the entity known as Peppermill Casinos Inc. (“PCI”), which owns gaming resort properties in Reno,
`Sparks and Wendover, Nevada. Mr. Seeno or his gaming trust (described below) have been licensed
`by Nevada gaming regulators to own and receive distributions from these assets for over 45 years.
`The gaming license held by Mr. Seeno as trustee is the highest level of gaming license issued from
`the State of Nevada. It requires continuous reporting to and oversight from the Nevada Gaming
`Control Board and Nevada Gaming Commission to ensure Mr. Seeno’s suitability to hold such a
`privileged license.
`In 1999 Mr. Seeno transferred his PCI stock into the Albert D. Seeno Jr. 1999 Living Trust 2
`(“Trust 2”). In accord with Nevada statutory requirements, Trust 2 was approved by Nevada gaming
`regulators to hold or own both the voting and non-voting shares of PCI stock. Mr. Seeno received
`Nevada gaming regulators’ prior approval to be the sole Trustee and Beneficiary of Trust 2, and as
`Grantor, Mr. Seeno received prior approval to allow the transfer of a portion of the stock for the
`benefit of his three children into three equal shares of non-voting PCI Stock, one for each of their
`children: The Albert D. Seeno Jr. and Sandra L. Seeno PCI Trust for Albert D. Seeno III (“PCI Trust
`for Seeno III”), The Albert D. Seeno Jr. and Sandra L. Seeno Trust for David Seeno (“PCI Trust for
`David”) and The Albert D. Seeno Jr. and Sandra L. Seeno Trust for Jacqueline M. Seeno (“PCI Trust
`for Jacqueline”). The trust estate in each originally consisted of certain non-voting gaming stock in
`PCI. Mr. Seeno, as Trustee and beneficiary of Trust 2 retained the ownership of the voting shares in
`PCI. Thereafter Seeno III received distributions from the PCI Trust for Seeno III.
`A pattern and practice of applying Seeno III’s PCI Trust distributions to pay down the Alsan
`debt began with the initial trustee, Max Gray, in 2004 (“Gray”). After the current Trustee’s
`appointment in 2008 (Ronald Hawkins), the Trustee carried on this practice without any objection
`
`
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`9
`PLAINTIFFS’ OPPOSITION TO DEFENDANTS’ MOTION TO BIFURCATE
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`from Seeno III. Funds were received by the PCI Trust for Seeno III from PCI4 and then transferred
`either to Seeno III, Alsan, or both. All funds passed through the trust. Seeno III was aware that
`distributions were made and had discussions with the Trustee, either via phone or in person, regarding
`the status of these distributions being used to pay down his Alsan debt.
`Not only has Seeno III repeatedly affirmed the Alsan debt, he consented to its repayment with
`Seeno III PCI Trust distributions:
`
`•
`
`•
`
`•
`
`•
`
`•
`
`•
`
`In 2019 alone Seeno III confirmed in writing four times his intent for his PCI Trust
`distributions to be applied to the Alsan debt and requested that the loan amortization
`schedules be updated to reflect the payments.
`
`On January 8, 2019, DBI’s president, Louis Parsons (“Parsons”), wrote a
`memorandum to Mr. Seeno copying the Trustee, acknowledging the historical practice
`of applying Seeno III PCI Trust distributions to repay the Alsan debt and proposing
`that “[i]f monthly payments are made in addition to the discretionary PCI distributions
`being applied; this would be a request to amend the 2013 agreement and accelerate
`the repayment schedule.” Parsons went on to propose selling the Seeno III Trust’s
`Gaming Shares to repay Seeno III’s remaining obligation to Alsan.
`
`In 2019 and 2020, Parsons sent memoranda to two prospective lenders—Comerica
`Bank and ACORE Capital—confirming the existence of the Alsan debt and that Seeno
`III “has been voluntarily applying his excess distributions from his ownership in the
`Nevada gaming operations to pay this down.”
`
`Seeno III and his agents provided financial statements to outside CPA firms disclosing
`the terms and outstanding balance of the Alsan debt.
`
`Seeno III, on behalf of DBI, prepared audit confirmations, signed by DBI’s Chief
`Financial Officer, Gary Niebuhr, reflecting an outstanding balance of the Alsan Debt.
`
`Seeno III and DBI filed tax returns disclosing the Alsan Debt and claimed interest
`
`
`4 Later additional non-voting casino assets were assigned to the 3 PCI Trusts from an entity named
`Wendover Casinos, Inc. Thereafter the 3 trusts for Mr. Seeno’s children received distributions from
`both PCI and WCI.
`
`
`
`10
`PLAINTIFFS’ OPPOSITION TO DEFENDANTS’ MOTION TO BIFURCATE
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`deductions based on the Alsan Debt.
`These are just but a handful of the many items of evidence which memorialize Seeno III’s
`acknowledgement of the legitimacy of the Alsan debt.
`Seeno III Disputes The Legitimacy Of The Alsan Debt Only After Being Fired As
`C.
`CEO Of The Seeno Companies
`
`As has been previously discussed with the Court, Mr. Seeno and his companies derive much
`of their net worth from land development and home building. For decades, Mr. Seeno served as CEO
`of the various Seeno companies. In 2020, Mr. Seeno and his brother, Thomas Seeno, hired Seeno III
`as CEO for five Seeno companies referred to herein as the Employment Companies. Disputes
`thereafter arose between Mr. Seeno and Seeno III that resulted in Seeno III’s involuntary termination
`as CEO from each of the Employment Companies throughout 2022, with the first termination notice
`sent in February 2022.
`Just weeks later, Seeno III filed his first case which directly disputed the legitimacy of the
`Alsan debt. It was Case No. P22-00359, filed March 17, 2022. Until then, Seeno III had only disputed
`whether payments were currently owed on the debt. Seeno III had never previously disputed the
`legitimacy of the Alsan debt itself as he has in Case No. P22-00359 and the instant action.
`The Dispute over the Legitimacy of the Debt Claims Arose at the Exact Same Time
`D.
`and for the Exact Same Reasons as the Involuntary Termination Claims.
`
`Background Re: Mr. Seeno.
`1.
`Mr. Seeno began at the age of 17 years building his first house for resale. He then, with the
`help of his brother Thomas Seeno, transformed what was once a humble family business into a highly
`successful land development and home-building enterprise. Under Mr. Seeno’s leadership and
`direction and aided by his brother, the Employment Companies and other related entities have
`constructed over forty thousand homes in communities located throughout California and Nevada.
`Mr. Seeno also owns an extensive commercial property portfolio in California that he has
`successfully managed through an affiliated entity which is a commercial property operator, for more
`than 40 years. Seeno III neither has, nor has ever had, any role in the operation of these other
`businesses. Seeno III has, nor has ever had, any management authority in these other operations. They
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`are not part of the Employment Companies.
`As previously noted, Mr. Seeno also owns Peppermill Casinos Inc., along with three other
`partners, which own and operate extensive non-residential commercial and hospitality resort casino
`assets in Reno, Sparks, and Wendover Nevada that he and his partners have successfully managed
`for nearly 45 years. They are not part of the Employment Companies. Seeno III neither has, nor has
`ever had, a role in the operation of these other businesses, and Seeno III neither has, nor has ever had,
`any management authority in these other operations. Mr. Seeno’s other partners in these companies
`want no part of Seeno III.
`Mr. Seeno and his brother Thomas Seeno also own a substantial real estate portfolio in Nevada
`that includes two master planned community residential development properties, ranches, water
`rights, and golf operations, all of which Mr. Seeno manages for himself and his brother’s interests.
`Seeno III has nothing to do with these Nevada operations. They are not part of the Employment
`Companies.
`These other business operations run smoothly and without material disputes – the same
`manner in which the Employment Companies were operated before Seeno III became CEO of only
`five entities pursuant to a July 30, 2020, employment agreement, which is now the subject of this
`dispute. That Mr. Seeno has significant other business interests in which Seeno III has no
`involvement in and never had any authority for belies Seeno III’s false contention about his
`Employment Agreement with the Employment Companies was part of a claimed “succession plan
`for the family businesses.”
`Background Re: Seeno III.
`2.
`Seeno III formed DBI and DRI and Discovery Sales, Inc. (“DSI”) as his own companies
`independent of his father. Among other business endeavors, DBI has historically provided
`construction support services to ADSCO, one of the Employment Companies owned and controlled
`by Mr. Seeno, and DRI has historically provided residential real estate sales support services to
`ADSCO for a fee.
`In the 2000s, Seeno III hand-picked Louis Parsons (“Parsons”) to act as a forward planner for
`DBI and relatedly for DRI. In recent years, Seeno III has elevated Parsons to serve as the President
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`of DBI. Parsons is not an employee or officer of any of the Employment Companies or any other
`company owned or controlled by Mr. Seeno. Despite Parsons having no formalized role within the
`Employment Companies, over the years, at Seeno III’s prompting, Parsons has increasingly
`interjected himself in the operation and management of the Employment Companies owned and/or
`controlled by Mr. Seeno, along with his brother Thomas Seeno.
`The Employment Agreement With Five Companies Owned and Controlled By
`3.
`Mr. Seeno and His Brother, Thomas Seeno.
`
`Over the years, Mr. Seeno supported his son and his endeavors by, among other things,
`lending Seeno III millions of dollars. In the mid-2000s, Seeno III misappropriated millions of dollars
`from his father and father’s companies without permission. Seeno III initially denied what he had
`done, but eventually acknowledged his deception and memorialized the debt (and others) into an
`arrangement for its repayment to Alsan. Notwithstanding what his son had done, in 2013 Mr. Seeno
`and Seeno III reached a written agreement that Seeno III need only repay $99 million of his debt, and
`that Seeno III could repay this debt over an extended period of time, because he (Seeno III) was
`otherwise threatening to take his own life. The written agreement was reaffirmed (in writing) less
`than a year later and paid upon across sixteen years.
`Mr. Seeno also supported Seeno III during (and despite) significant legal troubles that
`generated negative publicity for the Seeno family and the Seeno home brand. For example, the federal
`government charged Discovery Sales, Inc. (“DSI”), a company Seeno III solely owned and
`controlled, with bank fraud for its role in a fraudulent mortgage scam. Shortly thereafter, Seeno III
`individually and personally was indicted in federal court for retaliating against a witness in the bank
`fraud case by threatening to kill the employee, and for which Seeno III was arrested and spent a
`night/day in jail unt