85-CV-23-2151
`
`Filed in District Court
`State of Minnesota
`10/29/2024 3:05 PM
`
`STATE OF MINNESOTA
`
`COUNTY OF WINONA
`
`Cryoprinceton, LLC, a New Jersey
`limited liability company,
`Joseph Kahn, and Cindy Becker,
`
`Plaintiffs,
`
`Tammy Wadsworth, f/k/a Tammy Schultz
`Kenner, an individual,
`Retirement Account, LLC, a Wyoming
`limited liability company,
`Dancing in the Rain, LLC, ca Wyoming
`limited liability company, and
`Singing in the Rain LLC, a Wyoming
`limited liability company,
`
`Defendants.
`
`DISTRICT COURT
`
`THIRD JUDICIAL DISTRICT
`
`Case Type: Civil Other
`
`Court File No.: 85-CV-23-2151
`
`PLAINTIFFS' FIRST SET OF
`REQUESTS FOR ADMISSION
`TO DEFENDANT
`RETIREMENT ACCOUNT, LLC
`
`TO:
`
`Defendant Retirement Account, LLC, via counsel, Steven E. Badciong, Libera Knapp,
`P.A., 125 Center Street, Winona, Minnesota 55987.
`
`Plaintiffs in the above-entitled matter request answers to the following Requests for
`Admission. PLEASE TAKE NOTICE that Plaintiffs request, pursuant to Minnesota Rule of Civil
`
`Procedure 36, that Defendant either admit or deny the following statements within thirty (30) days
`after service of these requests. If you fail to do so in the time allowed, the request will be deemed
`If you fail to admit the genuineness of any documents or the truth of any matter
`
`admitted.
`
`requested, Plaintiffs may apply to the court for an order requiring you to pay the reasonable
`
`expenses incurred in making that proof, including reasonable attorney fees, pursuant to Minnesota
`Rule of Civil Procedure 37.03(b).
`
`1
`
`EXHIBIT E
`
`

`

`85-CV-23-2151
`
`Filed in District Court
`State of Minnesota
`10/29/2024 3:05 PM
`
`1.
`
`2.
`
`3.
`
`4.
`
`5.
`
`6.
`
`7.
`
`8.
`
`9.
`
`The term "Plaintiffs" refers to the Plaintiffs in this matter, Cryoprinceton, LLC, Joseph Kahn,
`and Cindy Becker.
`
`The terms "you," "your," "Retirement Account" and "Defendant," means Defendant,
`Retirement Account, LLC, and all officers, employees, agents, property managers, or other
`persons acting or purporting to act on its behalf.
`
`The term "Person" includes natural persons and all other legal and commercial entities
`such as corporations, firms, partnerships and associations.
`
`The term "7" Street Property" refers to the real property located at 556 7™ Street E, Winona,
`Minnesota, 55987.
`
`The term "Main Street Property" refers to the real property located at 8500 Main Street W,
`Winona, Minnesota, 55987.
`
`The term "24 Street Property" refers to the real property located at 561 2™ Street E,
`Winona, Minnesota, 55987.
`
`The term "Old County Road 23 Property" refers to the real property located at 81150 Old
`County Road 23, Winona, Minnesota, 55987.
`
`The singular form of a word-e.g., "document"vt or "person"
`shall also refer to the plural and
`vice-versa; words used in the masculine, feminine, or neuter gender refer to and include all
`genders; and the disjunctive includes the conjunctive and vice-versa.
`
`3
`
`In the event your answer to any Request or subpart thereof is "unknown" or "do not know"
`or any similar phrase or answer, please explain in detail all efforts made by you or your
`information that would pertain to said Request or
`attorney or representative to obtain all
`subpart.
`
`10.
`
`Responding to a Request for Admission requires you to undertake a reasonable inquiry that
`includes you investigate any information within your files and the files of any third-parties
`including any attorney, accountant, financial advisor, consultant, trustee, or custodian, and
`other agents of Defendant.
`
`REQUESTS FOR ADMISSION
`
`REQUEST NO. 1:
`
`Admit that the document attached hereto as Exhibit A is a true and correct
`copy of the Arbitrator's Interim Award in the American Arbitration
`Association Case No 01-21-0004-3470.
`
`REQUEST NO. 2:
`
`Admit that the document attached hereto as Exhibit B is a true and correct
`copy of the Arbitrator's Final Award in the American Arbitration
`Association Case No 01-21-0004-3470.
`
`2
`
`

`

`85-CV-23-2151
`
`Filed in District Court
`State of Minnesota
`10/29/2024 3:05 PM
`
`REQUEST NO. 3:
`
`Admit that ADE, LLC conveyed the Main Street Property to Tammy
`Wadsworth via a Warranty Deed dated December 29, 2018.
`
`REQUEST NO. 4:
`
`Admit that the Warranty Deed conveying the Main Street Property from
`ADE, LLC to Tammy Wadsworth was recorded in the Winona County
`Recorder's Office on January 3, 2019.
`
`REQUEST NO. 5:
`
`Admit that the document attached hereto as Exhibit C is a true and correct
`copy of the recorded Warranty Deed dated December 29, 2018 that
`conveyed the Main Street Property from ADE, LLC to Tammy Wadsworth.
`
`REQUEST NO. 6:
`
`Admit that Tammy S. Wadsworth and Glen M. Wadsworth conveyed the
`Main Street Property to Retirement Account, LLC via a Quit Claim Deed
`dated November 18, 2022.
`
`REQUEST NO. 7:
`
`REQUEST NO.8:
`
`REQUEST NO. 9:
`
`REQUEST NO. 10:
`
`REQUEST NO. 11:
`
`REQUEST NO. 12:
`
`Admit that the Quit Claim Deed conveying the Main Street Property from
`Tammy §.,;Wadsworth and Glen M. Wadsworth to Retirement Account,
`LLC was recorded in the Winona County Recorder's Office on December
`22, 2022.
`
`Admit that the document attached hereto as Exhibit D is a true and correct
`copy of the recorded Quit Claim Deed dated November 18, 2022 that
`conveyed the Main Street Property from Tammy S. Wadsworth and Glen
`M. Wadsworth to Retirement Account, LLC.
`
`Admit that the document attached hereto as Exhibit E is a true and correct
`copy of the recorded Warranty Deed dated September 26, 2020 that
`conveyed the 2"¢ Street Property from ADE, LLC to Tammy Wadsworth.
`Admit that the document attached hereto as Exhibit F is a true and correct
`copy of the recorded Quit Claim Deed dated November 18, 2022 that
`conveyed the 2" Street Property from Tammy S. Wadsworth and Glen M.
`Wadsworth to Singing in the Rain, LLC.
`
`Admit that the document attached hereto as Exhibit G is a true and correct
`copy of the recorded Summary Real Estate Disposition Judgment that
`conveyed the 7" Street Property, the Old County Road 23 Property, and the
`real property located at 2474 Magnolia Avenue, Buena Vista, Virginia,
`24416, to Tammy Schultz Kenner.
`
`Admit that the document attached hereto as Exhibit H is a true and correct
`copy of the recorded Quit Claim Deed dated November 18, 2022 that
`conveyed the 7" Street Property from Tammy S. Wadsworth and Glen M.
`Wadsworth to Dancing in the Rain, LLC.
`
`3
`
`

`

`85-CV-23-2151
`
`Filed in District Court
`State of Minnesota
`10/29/2024 3:05 PM
`
`REQUEST NO. 14:
`
`REQUEST NO. 13: Admit that the document attached hereto as Exhibit I is a true and correct
`copy of the recorded Quit Claim Deed dated March 9, 2023 that conveyed
`the Old County Road 23 Property from Tammy S. Wadsworth and Glen M.
`Wadsworth to Tammy Wadsworth, Trustee of the Cobblestone Trust dated
`September 23, 2022, and any amendments thereto.
`Admit that the documents attached hereto as Exhibit J are true and correct
`copies of property tax statements for the Old County Road 23 Property from
`2019 through 2024.
`Admit that the documents attached hereto as Exhibit K are true and correct
`copies of property tax statements for the Main Street Property from 2019
`through 2024.
`
`REQUEST NO. 15:
`
`REQUEST NO. 16:
`
`Admit that the 2022 property tax statement for the Main Street Property lists
`the estimated market value of the Main Street Property for 2022 as
`$159,800.
`
`REQUEST NO. 17:
`
`REQUEST NO. 18:
`
`Admit that the Main Street Property has been designated as Residential
`Non-Homestead property from 2019 through the present.
`Admit that the documents attached hereto as Exhibit L are true and correct
`copies of property tax statements for the gnd Street Property from 2019
`through 2024.
`
`REQUEST NO. 19:
`
`Admit that the documents attached hereto as Exhibit M are true and correct
`copies of property tax statements for the 7" Street Property from 2019
`through 2024.
`
`Dated: May 3, -2024
`
`WAGNER, FALCONER & JUDD LTD.
`
`/s/Nathan B. Serr
`Nathan B. Serr (#0339386)
`nserr@wfjlawfirm.com
`Fifth Street Towers
`100 South Fifth Street
`Suite 800
`Minneapolis, MN 55402
`Tel: (612) 339-1421
`Fax: (612) 392-3999
`ATTORNEYS FOR PLAINTIFFS
`
`4
`
`

`

`85-CV-23-2151
`
`Filed in District Court
`State of Minnesota
`10/29/2024 3:05 PM
`
`AMERICAN ARBITRATION ASSOCIATION
`Commercial Arbitration Tribunal
`
`Case No 01-21-0004-3470
`
`) ) )
`
`)
`
`) ) )
`
`CRYOPRINCETON, LLC, JOSEPH KAHN,
`and CINDY BECKER
`
`Claimants,
`
`PALOMINO VALLEY, LLC d/b/a PAIN
`INJURY AND BRAIN CENTER OF
`AMERICA and TAMMY WADSWORTH
`
`Respondents,
`
`INTERIM AWARD
`
`The undersigned ARBITRATOR was appointed in accordance with the arbitration agreement
`between the parties contained in the PIBCOA Franchise Agreement dated September 20, 2020, and has
`been duly sworn. An evidentiary hearing was conducted from July 19, 2002 through July 21, 2022.
`Steven Keppler appeared for Claimants and Matthew Kemp appeared for Respondents. Based upon the
`evidence presented at the hearing and the arguments of counsel, the Arbitrator issues the INTERIM
`AWARD as follows:
`1. The claims of Claimants under Count 4 for Breach of Contract and Count 6 for Fraud are
`GRANTED.
`2. Respondents, jointly and severally, shall pay Claimants the sum of $78,558.29, together with
`interest at the Minnesota statutory rate of 10% per annum from July 20, 2022, computed daily
`until fully paid.
`3. The claims of Claimants under Counts 1, 2,3,5 and 7 are DISMISSED.
`4, Based on Sections XXV(D)(4) and (F) of the Franchise Agreement, Claimants are awarded
`attorneys' fees and costs in an amount to be determined hereafter. Claimants are directed to
`submit a fee petition, with supporting documentation, by August 22, 2022. Respondents shall
`submit any Objections by September 2, 2022. Thereafter, this Arbitrator will issue a FINAL
`AWARD.
`5, The amounts awarded herein shall be paid within 30 days of issuance of the Final Award.
`
`01-21-0004-3470
`
`1
`
`EXHIBIT A
`
`

`

`85-CV-23-2151
`
`Filed in District Court
`State of Minnesota
`10/29/2024 3:05 PM
`
`6.
`
`Except as provide in this Interim Award or the Final Award, all claims and defenses made in this
`arbitration are DISMISSED.
`7. The following Reasoning is part of this Interim Award.
`8. This Interim Award shall remain in full force and effect until the Final Award is entered.
`
`Dated
`
`l-
`
`WABILITY
`
`Sam Hanson, Arbitrator
`
`REASONING
`
`PIBCOA created a franchise arrangement for the establishment of therapy clinics in 2017, tested
`it for two years, and then expanded to about 17 franchises in 2019-20.
`In that process, PIBCOA
`developed several admirable features - providing protocols for the best practices in the use of
`the medical devices, authoring detalled user manuals to assist franchisees in both business and
`clinical matters, and mandating training for both the business of each clinic and the
`competency of the clinicians. PIBCOA believed in the effectiveness of its therapy to provide
`relief to patients, and it wanted to make that therapy more widely available to those who could
`benefit from It.
`
`The franchises that were offered were of two types: a Traditional Center, where the franchisee
`co-located within the facility of another medical provider, and a Super Center, where the
`franchisee had a stand-alone operation. The type chosen by Cryo, and approved by PIBCOA,
`was the Super Center, stand-alone franchise.
`
`A. Unreasonable Regulatory Risk
`
`Although the Traditional Center business model may have avoided the legal issues that are
`raised in this case, the Super Center model did not.
`In fact, that model was inherently faulty
`because it presented an unreasonable regulatory risk for the franchisee. As a stand-alone
`operation, that mode! likely required, in virtually every jurisdiction, compliance with various
`health care laws, including potentially the requirement that It be owned by a licensed medical
`practitioner (avoiding the prohibition of the corporate practice of medicine); that the therapy
`services be rendered by or under the direct supervision of a licensed medical provider (avoiding
`the unauthorized practice of medicine); that the clinic obtain professtonal liability insurance,
`including medical malpractice insurance; and that the clinic satisfy all other health care
`regulations,
`
`The testimony is that PIBCOA misrepresented the level of regulatory risk, by statements such as
`"this therapy is not regulated" and "the equipment is not TENS units but is different fram and
`much superior to TENS units", Further, PIBCOA made misleading statements about the
`
`01-21-0004-3470
`
`2
`
`

`

`85-CV-23-2151
`
`Filed in District Court
`State of Minnesota
`10/29/2024 3:05 PM
`
`equipment and the nature of the therapy provided, such as that the equipment was uniquely
`manufactured for PIBCOA (as "proprietary devices manufactured or calibrated specially for
`PIBCOA") and that the therapy was identified as Al Myoneurvascular therapy (a description that
`was invented by PIBCOA and did not correspond to any recognized medical terminology).
`In
`this context, PIBCOA represented, either explicitly or implicitly, that a franchisee would not
`need to partner with a licensed medical provider, would not need such a person on staff, and
`would not need medical malpractice liability insurance. These representations may or may not
`have been intentional, but in any event were negligently made because there was an
`insufficient basis in fact for PIBCOA to believe they were true.
`Cryo believed it was purchasing a franchise that presented no significant regulatory risk.
`(f it
`had known that the regulatory risk was significant, and even presented the possibility that the
`operation would be illegal and could result in civil or criminal penalties, it would never have
`signed the Franchise Agreement.
`
`B. Misdescriptions of the Equipment
`
`Although PIBCOA represented that the equipment should not be classified as TENS units, the
`FDA and medical practitioners did so classify it. Further, the equipment was apparently
`available through distributors in a common form, not specifically manufactured for PIBCOA's
`specifications or needs.
`In other words, the equipment was not proprietary to PIBCOA.
`PIBCOA reinforced its misrepresentations by making material alterations to the equipment,
`replacing the manufacturers label with a PIBCOA label; failing to Identify the actual
`manufacturer; and misstating the medical name of the therapy that was to be provided by the
`equipment. These actions hindered Cryo's ability to conduct due diligence because it used
`Inaccurate terms and incomplete information when questioning New Jersey health authorities
`about applicable regulations.
`
`A further disconcerting factor was the legend on the back of the devices which provided a
`"caution" that "federal law restricts this device to sale to or on the order of a physician". No
`testimony was obtained from the manufacturer to explain this caution, and neither party cited
`to a federal law that either does or does not impose this restriction. For the purpose of this
`case, the legend has been unexplained, but at least raises a question of whether this, by itself,
`prevented the sale of a franchise for a Super Center to Cryo.
`
`C. Alteration of the Equipment
`
`PIBCOA altered the name plate of the equipment to substitute its name for that of the
`manufacturer. Further, PIBCOA did not provide franchisees the manufacturer's identity or its
`operating manuals for the equipment. Further, PIBCOA discouraged franchisees from
`attempting to contact the manufacture. These matters had several adverse impacts. First, the
`alteration potentially voided any manufacturer's warranty and also may have voided the FDA
`registration for the equipment. Second, the franchisee was not made aware of the
`manufacturer's required instructions for the proper and permitted uses of the equipment,
`which potentially made that use less effective and likely voided any warranties.
`01-21-0004-3470
`
`3
`
`

`

`85-CV-23-2151
`
`Filed in District Court
`State of Minnesota
`10/29/2024 3:05 PM
`
`D. Alternative Structures
`
`The April 30, 2021, email from Nicole DiMarla, counsel for PIBCOA, contained a legal opinion
`that identified some of the regulatory risks for PIBCOA franchises in New Jersey. Those risks
`were not disclosed in the Franchise Disclosure Document or in the oral presentations made to
`Cryo. The email suggested alternative structures that might eliminate or mitigate those risks.
`These alternatives were not included in PIBCOA's Franchise Disclosure Document, which failed
`to inform franchisees that they would be required to implement one of these alternatives, at
`significant additional cost. Each of these alternatives would have required Cryo to restructure
`its business arrangement in a way that it had not contemplated when it signed the franchise
`agreement, and to incur additional operating expenses that it had not factored into its decision
`to become a franchisee. For these reasons, Cryo was justified in declining to consider or
`implement any of these alternatives.
`
`E.
`
`Causes of Action
`
`Cryo alleges seven causes of action:
`
`1, New Jersey Statutory Claims
`The two claims based on New Jersey statutes can be dismissed on statutory grounds -
`The New Jersey Franchise Practices Act and the New Jersey Consumer Protection Act.
`
`Cryo acknowledges that the Franchise Act does not provide a private right of action for
`false or incomplete disclosures in the Franchise Disclosure Document. Cryo attempts to
`shoehorn a claim of false or incomplete disclosures into one based on either an
`"unreasonable standard of performance" or a "wrongful termination". Neither one fits
`the facts here.
`
`Likewise, the Consumer Protection Act is not applicable to franchises that involve
`complex business transactions and do not constitute mass marketing of goods and
`services. The record here disclosed only one New Jersey franchisee, and there was no
`evidence that franchises were offered to others in the state. And the record shows that
`the franchise involved a complex business transaction, involving thousands of dollars
`and significant services.
`
`Common Law Claims
`2.
`Cryo alleges both fraud and breach of contract. The evidence supports a finding of
`liability based on a combination of the two. Material facts were omitted from the
`Franchise Disclosure Document concerning the viability of a stand-alone clinic business
`and the attendant regulatory risks, causing Cryo to believe that the business they were
`buying was something significantly different from what it received. Those omissions
`were reinforced by affirmative verbal misrepresentations that there were no applicable
`regulations, that the medical devices were not TENs units, and that a stand-alone clinic
`
`01-21-0004-3470
`
`4
`
`

`

`85-CV-23-2151
`
`Filed in District Court
`State of Minnesota
`10/29/2024 3:05 PM
`
`only needed a standing order from a medical practitioner to be operated by a surgical
`nursing assistant.
`
`Contractually, Cryo reasonably believed that it was purchasing a franchise that it could
`operate without the need of having a licensed medical provider as a co-owner or on
`staff. The franchise that was sold to Cryo did not meet that expectation and therefore
`was a breach of the agreement.
`
`3. Minnesota Franchise Act
`Although the Minnesota Franchise Act does provide a private right of action for
`misstatements or omissions in a Franchise Disclosure Document, and it could be argued
`that this difference from the New Jersey law makesthe Minnesota Act applicable, it is
`not necessary to decide that issue because it would be merely duplicative.
`
`ll.
`
`DAMAGES
`
`Exhibit 131 sets forth the expenditures that Cryo made in reliance upon the false and
`incomplete representations about the viability of the stand-alone clinic operation. Those
`damages total $68,558.29, That amount represents the reasonable damages for the fraud and
`breach of contract actions. Because the calculation had not been finalized prior to the hearing,
`the pre-award interest did not begin to run until July 20, 2022, when the final damage number
`was presented. That interest will run at the 10% per annum Minnesota statutory simple
`interest rate until fully paid.
`
`Claimants Joseph Kahn and Cindy Becker allege additional damages from the sale of their rental
`property, made necessary to pay off the SBA loan that was taken out to fund the investment in
`the PIBCOA franchise. The evidence establishes that the sale of this property was causally
`connected to the fraud and breach of contract claims ~ it was only made necessary because of
`the need to pay off the SBA loan taken out to buy this franchise. The evidence shows that the
`rental income from this property netted $1,000 per month. The sale of the property did cause
`some damages, although difficultto.calculate because the time period for lost rentals is
`unclear, any such amount of future rentals would have to be reduced to present value, and the
`loss was arguably offset to some degree by any profit received from the sale. This requires a
`conservative estimate of the loss that assumes some offset and reduces the amount to its
`present value. Although somewhat subjective, it appears clear that the present value of the net
`loss of future rents would be at least $10,000. Again, interest at the statutory rate of 10% per
`annum is to run from July 20, 2022, until fully paid,
`
`LIABLE PARTIES
`til.
`Cryo brought its Claim against both Palomino Valley, LLC and Tammy Wadsworth, individually.
`Based on the conclusion that liability is based on the Fraud cause of action, and the evidence
`that material misrepresentations were made directly by Ms. Wadsworth, the Award establishes
`joint and several liability of both Palomino Valley, LLC and Tammy Wadsworth.
`
`01-21-0004-3470
`
`5
`
`

`

`85-CV-23-2151
`
`Filed in District Court
`State of Minnesota
`10/29/2024 3:05 PM
`
`AMERICAN ARBITRATION ASSOCIATION
`Commercial Arbitration Tribunal
`
`CRYOPRINCETON, LLC, JOSEPH KAHN,
`and CINDY BECKER
`
`Case No 01-21-0004-3470
`
`) ) )
`
`)
`
`Claimants,
`
`v.
`
`PALOMINO VALLEY, LLC d/b/a PAIN
`INJURY AND BRAIN CENTER OF
`AMERICA and TAMMY WADSWORTH
`
`Respondents.
`
`FINAL AWARD
`
`The undersigned ARBITRATOR was appointed in accordance with the arbitration agreement
`between the parties contained in the PIBCOA Franchise Agreement dated September 20, 2020, and has
`been duly sworn. An evidentiary hearing was conducted from July 19, 2002 through July 21, 2022. Steven
`Keppler appeared at the hearing for Claimants. After the hearing, Justin Klein and Mark Fishbein were
`substituted as counsel for Claimants, in place of Mr. Keppler. Matthew Kemp appeared for Respondents.
`Based upon the evidence presented at the hearing and the arguments of counsel, the Interim Award dated
`July 3, 2022, and its Reasoning which are incorporated In full in this Final Award, and the post-Interim
`Award submissions, the Arbitrator issues the FINAL AWARD as follows:
`
`1. The claims of Claimants under Count 4 for Breach of Contract and Count 6 for Fraud are GRANTED.
`2. Respondents, jointly and severally, shall pay Claimants the sum of $78,558.29, together with
`interest at the Minnesota statutory rate of 10% per annum from July 20, 2022, computed daily
`until fully paid,
`3. The claims of Claimants under Counts 1, 2, 3,
`and 7 are DISMISSED.
`4. Based on Sections XXV(D)(4) and (F) of the Franchise Agreement, Respondents, jointly and
`severally, shall pay Claimants attorneys' fees and costs totaling $63,847.00 (Attorneys' fees of
`$56,240, costs of $519 and deposition costs of $7,088), together with interest at the Minnesota
`statutory rate of 10% per annum from July 20, 2022, computed daily until full paid. This total
`excludes AAA fees and arbitrator compensation, which are addressed separately.
`
`01-21-0004-3470
`
`1
`
`EXHIBIT B
`
`

`

`85-CV-23-2151
`
`Filed in District Court
`State of Minnesota
`10/29/2024 3:05 PM
`
`5. The administrative fees and expenses of the American Arbitration Association totaling $5,900.00
`and the compensation and expenses of the arbitrator totaling $17,600.00 shall be borne jointly
`and severally by Respondents. Therefore, Respondents shall relmburse Claimant the additional
`sum of $23,500.00 representing that portion of said fees and expenses in excess of the
`apportioned costs previously incurred by Claimant.
`6, The amounts awarded herein shall be paid within 30 days of issuance of this Final Award.
`Except as provide in the Interim Award or Final Award, all claims and defenses made in this
`7.
`arbitration are DISMISSED.
`8. Unless otherwise directed by the parties, the Arbitrator will retain all documents submitted until
`90 days hereafter, at which time they may be destroyed.
`
`Dated
`
`£ Q
`
`2
`
`a
`Sam Hanson, Arbitrator
`
`REASONING
`
`The Respondents object to the amount sought for attorneys' fees, arguing that it is
`disproportionate to the amount of damages awarded.
`It is true that Claimants had not fully
`formed their damages calculation before the hearing, and likewise true that if they had done
`so, they may have expended less attorney time in preparation for the hearing. On the other
`hand, the cost for attorneys' fees for Claimants is a burden that they would not have
`undertaken, had the franchise opportunity been more completely presented to them at the
`outset. Respondents do not specifically challenge the ode star calculations, the amount of
`time expended on each task, or the hourly rates applied. On balance, the claim for attorneys'
`fees has been reduced by $10,000 to reflect these competing arguments, for total fees of
`$56,240,
`
`Respondents do not specifically address the costs, except to argue that the cost of depositions
`might have been reduced, with the lesser amount of damages in mind.
`It appears that only
`four depositions were taken, and these involved the four persons with most knowledge of the
`underlying circumstances. Two of those depositions were initiated by Respondents, and only
`two by Claimants. The claim for deposition costs of $7,088 (rounded up) has been allowed in
`full. Likewise, the administrative fees of the American Arbitration Association of $5,900.00 and
`the Arbitrator fees of $17,600.00 have been allowed in full. Finally, the miscellaneous costs
`incurred by counsel of $519 (rounded down) have been allowed in full.
`
`01-21-0004-3470
`
`2
`
`

`

`85-CV-23-2151
`
`Filed in District Court
`State of Minnesota
`10/29/2024 3:05 PM
`
`Winona County Minnesota
`01-03-2019
`No Delinquent Taxes
`Certificate of Real Estate Value: filed
`State Deed Tax $495.00
`Conservation Fee $5.00
`Transfer Entered
`Sandra J. Such la, Auditor-Treasurer
`k theede, Deputy
`30,000,2040, 30.000.2041
`
`DOCUMENT: A614631
`Recorded 01-03-2019 at 11:42:00 AM
`ROBERT J. BAMBENEK, COUNTY RECORDER
`Winona County, MN
`Pages: 3 Fee Amount: $46.00
`**%The above recording information verifies
`this document has been electronically
`recorded and returned to the submitter** *
`
`WARRANTY DEED
`
`ecrve 1/0974
`STATE DEED TAX NUE HEREON: . $
`ece
`Date:
`FOR VALUABLE CONSIDERATION, ADE, LLC, a limited liability company under the laws of the State of
`Minnesota, Grantor hereby conveys and warrants to Tammy Wadsworth, Grantee, real property in Winona
`County, Minnesota, described as follows:
`SEE ATTACHED LEGAL DESCRIPTION
`
`together with all hereditaments and appurtenances belonging thereto, subject to the following exceptions:
`Easements and restrictions of record.
`
`The Seller certifies that the Seller does not know of any wells on the described property.
`A Well Disclosure Certificate accompanies this document or has been electronically filed.
`! am familiar with the property described in this instrument and certify that the status and number
`of wells on the described real property have not changed since the last previously filed well
`disclosure certificate.
`
`ADE, LLC
`
`y,
`
`By: Hal T. Kener Mase
`
`its: Chief Manager
`
`oor
`2 Ot Say of
`Sy Hal
`the laws of the State of Minnesota,
`
`TAKING ACRNOWLEDGMENT
`
`EXHIBIT C
`
`stareor Nevada.
`COUNTYOF (oie
`
`:
`
`The foregoing instrument was acknowledged before me this
`T, Kenner, Chief Manager of ADE, LLC, a limited liability company
`on behalf of the limited tiability company.
`JESSICA A.RIVERA
`NOTARY PUBLIC
`TATE OF NEVADA
`APPT No. 13-10536-1
`MY AHPY EXPIRES MAR, 04, 2021
`
`SIGNATURE OF P
`
`Vi
`
`

`

`85-CV-23-2151
`
`Filed in District Court
`State of Minnesota
`10/29/2024 3:05 PM
`
`Tax Stataments for tha real property descrlbed in this
`instrument should be sent to (include name and addrass
`of Grantee):
`
`Tammy Wadsworth
`Rd 23
`$1156 Wd County
`Winuna, MN S579 7
`
`THIS
`
`DRAFTED BY (NAME AND ADDRESS):
`
`Mark A. Merchlewitz
`BENSON & MERCHLEWITZ
`74 W. 3" Street
`Plaza Bidg.
`Winona, MN 55987
`(§07) 454-3752
`
`

`

`85-CV-23-2151
`
`Filed in District Court
`State of Minnesota
`10/29/2024 3:05 PM
`
`the Southwest Quarter of Section 34, Township 107 North, Range 8 West, Winona Counly
`That part of the Nartheast
`Minnesota described as follaws: Commencing at the Northeastcomer of said Northeast! Quarter o! the Southwest Quartar,
`an assumed bearing of South 0°1422" West, along the East lineof sald Northeast Quarter of the Southwest Quarter, 250.00 fet,
`thence Narth 99°51'02" West, 228.00 feetto PointA; thence continuing North 89°51'02" West, 150.00 fees there North 00°08'58" East,
`29.52 feat to thepoint of the parce! to ba deseribed thence North 62°08'16 East, 190.38
`the Intersection of a ling
`which bears North 00°08'58" Eastfrom PointA; hence North 00°08'58" East, 90.23 featto the centerline of US Highway No, 14; thence
`Westerly along said centerline to the interseation of a Tinewhich bears North 00°08'58" East from the point of baginning; thence South
`00°0858 West, 183.83 feet to the paint of beginning.
`Subjecttoan easement for Ingress and egress over and across that part of the East 42.00 feet of the above described parcel which
`lias South of the rightof way line ofsald US Highway No. 14.
`Also subject bo the rightofway of seid US Highway No. 14 and any othereasements or restrictions of record.
`AND
`
`That part of the Northeast Quarter of the Southwest Quarter of Section 34, Township 107 North, Range § West, Winona County,
`Minnesota described as folkwvs Commencing at the Northeast comer of sald Northeast
`the Southwest Quarter, thence on
`an assumed bearing of South 00°14'22" West, along the Eastline of sald Northeast Quarter of the Southwest Querter, 250.00 feat
`thence Norfh 89°51'02" West, 228.00 feet to the paint of beginning of the parcel to be described; thence eantinuing North
`West, 150,00 feet; thence North 00°08'58" East 20.62, feet thence North 62/086" East, 400.38 feet to Point B and the intersection of a
`lina which bears North 00°08'58" East from the pointof beginningsthence South 00°08'58" West, 146.76 feet to the
`beginning.
`
`ingress and egress over and across partof said NortheastQuarter of the Southwest Quarter. Sald
`Together with an
`the following described IIne: Beginning atthe
`easement beinga stip of land 42.00 feat wide ling Westerly of, parallel and
`above described Point B; thence North 00°08'S6" East, 3.988 feetto the Southerly tight way line of US Highway No. 14 and there
`said right ofway line
`terminating. The sidelines of sald easementare to be profonged or shorfaned on the North end to
`and on the South end fo terminal on the North line of the above described parcel.
`
`APN: 30.000,0240; 30.000.0241
`
`t
`
`

`

`Filed in District Court
`State of Minnesota
`10/29/2024 3:05 PM
`
`:
`
`3
`
`DOCUMENT A- 646851
`Recorded: December 22, 2022 2:00 PM
`By Deputy: NJ
`Robert J. Bambenek, County Recorder
`Winona County, Minnesota
`Pa
`
`Fee Amo
`
`:
`
`85-CV-23-2151
`
`TRANSFER ENTERED TH S TH
`
`AY OF
`
`CO
`
`TREASURER
`
`DEPUTY ALUITOR/TREAGURER
`
`QUIT CLAIM DEED
`Individual(s) to Business Entity
`
`eCRV number:
`DEED rax pues
`
`$5.00 Cons Fee:
`(
`DEED TAX: $1.65
`
`ecelved
`
`Minnesota Uniform Conveyancing Blanks
`Form 10.3.2 (2018)
`
`pate: /Vousm ber (
`
`1
`
`FOR VALUABLE CONSIDERATION, Tammy S. Wadsworth,
`f/k/a Tammy Schultz Kenner, and her husband, Glen M.
`Wadsworth, spouses married to each other, ("Grantor"), hereby conveys and quitclaims to Retirement Account, LLC, ("Grantee"),
`a Limited Liability Company under the laws ofthe State of Wyoming, real property in Winona County, Minnesota, legally described
`as follows:
`
`See Exhibit A attached hereto and made a part hereof by reference.
`
`Check here ifall or part ofthe described real property is Registered (Torrens) O
`
`together with all hereditaments and appurtenances.
`
`The sale price or other consideration givenfor this property was $3000.00 or less.
`
`Check applicable box:
`o The Seller certifies that the Seller does not know of any
`wells on the described real property.
`OA well disclosure certificate accompanies this document
`or has been electronically filed. (If electronically filed,
`insert WDC number:
`1am familiar with the property described in this instrument
`and | certify that the status and number of wells on the
`described real property have not changed since the last
`previously filed well disclosure certificate,
`
`Grantor
`
`Tammy S.
`
`th
`
`Glen M. Wadsworth
`
`Page | 97%
`EXHIBIT D
`
`

`

`85-CV-23-2151
`
`Filed in District Court
`State of Minnesota
`10/29/2024 3:05 PM
`
`Page 2 of 2
`
`Minnesota Uniform Conv