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IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF MINNESOTA
In Re:
Mark Mathew Erjavec, BKY Case No. 10-42856
Debtor. Chapter7
______________________________ Hon. Robert J. Kressel
Paul Sharp,
Plaintiff,
vs. ADV. Case No. ______________
Mark Mathew Erjavec,
Defendant.
COMPLAINT FOR DETERMINATION OF
NONDISCHARGEABILITY OF A DEBT
Paul Sharp (hereinafter “Sharp" or "Plaintiff"), brings this Complaint against
Mark Mathew Erjavec ("Erjavec") in order to obtain a determination that certain debts
owed by Erjavec to Sharp are non-dischargeable pursuant to Title 11 U.S.C. § 523(a) of
the Bankruptcy Code because Erjavec used false pretenses, made false representations,
committed fraud, defalcation, and embezzlement, and inflicted a willful and malicious
injury to Sharp and his property, while acting in a fiduciary capacity to Sharp and his
property in order to obtain money or property belonging to Sharp. In support of this
Complaint, Plaintiff alleges as follows:
PARTIES
1. Sharp is a Minnesota resident residing at 2417 Britton Lane, Wayzata,
MN 55391.
2. Defendant, Mark Mathew Erjavec (hereinafter “Erjavec” or “Defendant”)
is upon information and belief a homeless person who receives his mail at drop box #101
of a UPS- Postal Store (“UPS-Store”) located at 7455 France Avenue South, Edina, MN
55435. He is the Debtor in the above-captioned Chapter 7 bankruptcy case, which he
commenced on April 19, 2010.
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3. Non-party, Gemini Equity Group, LLC ("Gemini") is a Minnesota limited
liability company registered to do business in the State of Minnesota with headquarters at
3141 Dean Court, Room 303, Minneapolis, MN 55416, whose stated business purpose
was to originate and service a large mortgage loan portfolio.
4. Non-party, Dmitry B. Mogilyansky, (hereinafter “Mogilyansky”), claims
at all times relevant herein, that he was the incorporator, and sole owner/member of
Gemini.
5. Since 2006, Gemini has been in the business of financing the purchase of
residential real estate, the refurbishment and rehabilitation of such real estate, and the
eventual re-sale of such real estate projects, all while borrowing money to fund, purchase
and rehabilitate said real estate in Minnesota and elsewhere.
6. Non-party, Mesaba Finance-Blue Ridge Group, LLC (hereinafter
"Mesaba"), is a Minnesota limited liability company, incorporated, owned and operated
by Erjavec and non-party, Ryan Oberlander (“Oberlander”), whose registered address to
do business in the State of Minnesota is at the UPS-Store referenced above at 7455
France Avenue South, #101, Edina, MN 55435.
7. Non-party, S and J Homes of Minnesota, LLC (hereinafter “S&J”), a
Minnesota limited liability company, registered to do business in the State of Minnesota
at 12935 Canby Avenue, Faribault, MN 55201, is or was owned and operated by non-
party, Steve Gillen (“Gillen”).
8. Non-party, Plaza I, Inc. (hereinafter “Plaza I”), is a Minnesota domestic
corporation, registered to do business in the State of Minnesota at 9617 Oak Ridge Trail,
Minnetonka, MN 55305, that is owned and operated by non-party, Daniel L. Gelb
(“Gelb”).
9. Non-party, Tricolor Heron, LLC (hereinafter “Tricolor"), is a Minnesota
limited liability company, incorporated, owned and operated by Erjavec and registered to
do business in the State of Minnesota at the same UPS-Store located at 7455 France
Avenue South #101, Edina, MN 55435.
10. Non-parties, Ronald Prokosch and Kathleen Prokosch (the “Prokoschs”),
reside at 2078 Cottage Grove Drive, Woodbury, MN 55129 (hereinafter the “Woodbury
Property”), which is also the registered address for non-party Mesaba-Blue Ridge Group,
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LLC, (not the same as “Mesaba” referenced above), which, upon information and belief,
is also owned and operated by Erjavec.
11. Non-parties, Wendy J. Jorgenson-Kooda and Daniel M. Kooda (the
Koodas”) reside at 16561 Klamath Trail, Lakeville, MN 55044 (hereinafter the
“Lakeville Property”).
JURISDICTION-VENUE
12. The initial meeting of Erjavec’s creditors was on May 12, 2010, which
was continued to a second meeting of creditors held June 9, 2010.
13. The deadline to file a complaint objecting to discharge of the Debtor
and/or to determine dischargeability of certain debts is July 12, 2010.
14. This adversary proceeding arises out of and is related to the above-
captioned case pending before the United States Bankruptcy Court. This Court has
jurisdiction over this matter pursuant to Title 28 U.S.C. § 1334 since this is a civil case
arising under 11 U.S.C. § 523.
15. Venue is proper under 28 U.S.C. § 1409(a) since this proceeding arises
under Title 11 U.S.C. § 523(a) and because Erjavec's bankruptcy case is pending in this
District.
16. This proceeding is core proceeding pursuant to Title 28 U.S.C. §
1157(b)(2)(I) as this proceeding seeks a determination as to the dischargeability of
certain debts.
BACKGROUND FACTS-GENERAL ALLEGATIONS
17. On June 15, 2007, Gemini entered into a Promissory Note with S&J in the
principal amount of $260,000.00 (hereinafter the S&J Note”) to finance the purchase of
the Lakeville Property by Gillen, who intended to repair, rehabilitate, and re-sell the
Lakeville Property; additionally, the S&J Note was secured by a mortgage which was
duly filed and recorded with the Dakota County Registrar of Titles.
18. At some point in time, on or after May 24, 2007, Mogilyansky, on behalf
of Gemini, hired or retained Erjavec to act as a “1099” independent business consultant
and allowed Erjavec to represent himself as a “Manager” of Gemini, with the apparent
authority to bind Gemini to various contracts and real estate transactions.
19. On May 15, 2008, S&J and Gillen, having defaulted on the loan from
Gemini, entered into a “Modification of Promissory Note”, for which Erjavec, on behalf
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of Gemini, extended the maturity date of the S&J Note and provided for additional
interest payments.
20. On the very same day, May 15, 2008, Plaintiff and Erjavec, who asserted
he was acting as Manager of Gemini, entered into a “Loan Participation Agreement”,
whereby Plaintiff and Gemini agreed to participate jointly in the collection of the S&J
Note and to receive pro-rata shares of the interest payments and/or the proceeds from the
sale, refinance or liquidation of the loan; in essence, Plaintiff received a partial
assignment of 56.7% ownership in the S&J Note and mortgage, with Gemini retaining
43.3%.
21. As consideration for the partial assignment of the S&J Note, Plaintiff gave
Erjavec title to “(1) Alfa Gold Motor Home Serial Number 4UZABFCY54CN76900”
(his recreational motor home), for the agreed upon value of $160,000.00.
22. The Loan Participation Agreement provided that "Upon sale of the loan,
refinance or liquidation, the participants [Gemini and Sharp] shall split via pro-rata share
to their own ownership interest any proceeds and accept them as full and final
repayment." (sic)
23. The Loan Participation Agreement also appointed Gemini as the Agent
for Plaintiff "in all matters in connection with the making and administration of the
Loan." (sic)
24. The Loan Participation Agreement also provided that Plaintiff "shall be
consulted and concur regarding any matters considered in connection with any and all
loan documents prior to any decision made." (sic)
25. As part of the May 15, 2008 assignment, Erjavec, acting on behalf of
Gemini as manager, acknowledged receipt of Plaintiff’s contribution of $160,000.00 and
prepared and signed a document for the transfer to Plaintiff of “a 56.7% interest in the
Mortgage dated June 15, 2007, executed by S&J to Gemini”; however, Erjavec never
caused this document to be filed or recorded, as promised.
26. On May 16, 2008, Erjavec prepared a BILL OF SALE for Plaintiff’s
motor home, the title for which was held by Sharp’s limited liability company in
Montana called “Three Lions, LLC”; however, Erjavec indicated to Sharp that the buyer
of the motor home had now changed to Tricolor, Erjavec’s solely owned (shell)
company.
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27. On June 6, 2008, Erjavec (on behalf of Gemini), and Gelb (on behalf of
Plaza I), jointly sent written notification (a letter) containing both their signatures, to S&J
and Gillen stating that the S&J Note and mortgage were being collaterally assigned and
payments henceforth were to be made to Plaza I; however, Sharp was never notified or
consulted by Erjavec or Mogilyansky.
28. On June 14, 2008, Erjavec delivered to Mogilyansky a document
entitled “Binding Disbursement Memo” which indicated that Ronald Prokosch had
agreed to purchase the S&J Note and mortgage for $262,000.00 and that the funds were
to be sent directly to Gemini at its address of record.
29. Although the “Binding Disbursement Memo” appears to contain the
signature of “Ronald Prokosh”, Mr. Prokosch denies ever having seen the document and
swears he did not sign it.
30. On June 17, 2008, Mogilyansky and Erjavec, both apparently acting on
behalf of Gemini, entered into a “Collateral Assignment of Promissory Note and
Mortgage” with Plaza I for the same S&J Note previously assigned to Plaintiff.
31. In exchange for the transfer of the S&J Note and a new mortgage against
the Woodbury Property, Mesaba, a business entity, that may or may not be truly
“affiliated” with Gemini, received financing in the amount of a $408,000.00 for a term
loan, that was to become due and payable by Mesaba on March 8, 2009.
32. On June 16, 2008, Erjavec caused the $408,000.00 loan proceeds from
Plaza I to be paid on behalf of Mesaba to purchase and acquire the Woodbury Property
from Deutsche Bank National Trust Company for the total sum of $525,000.00.
33. The Collateral Assignment of Promissory Note and Mortgage (hereinafter
"Collateral Assignment") falsely represented that Gemini was the sole holder and owner
of the S&J Note and its mortgage, and purported to grant, convey, transfer and assign to
Plaza I, the entire 100% interest in the original $260,000.00 S&J Note.
34. Despite the fact that Erjavec and Mogilyansky, both acting on behalf of
Gemini had sold or assigned the S&J Note and its mortgage to Plaza I, no apparent
consideration was ever paid to Gemini, and Sharp did not receive his pro-rata share, as
set out in the May 15, 2008 Participation Agreement.
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35. Soon thereafter, on June 25, 2008, Erjavec formed another limited
liability company named “Three Lions, LLC” using the same UPS-Store at 7455 France
Avenue South #101, Edina, MN 55435 as its registered address.
36. Not by coincidence, Erjavec’s new Minnesota company “Three Lions,
LLC” just happened to be the exact same name as that of Plaintiff’s Montana company,
which had five (5) weeks earlier transferred ownership of Plaintiff’s motor home to
Erjavec’s other company, Tricolor.
37. On July 31, 2008, Erjavec, on behalf of Mesaba, sold the Woodbury
Property to the Prokoschs in a ‘like-kind exchange’ for the property owned by the
Prokoschs at 266 Summit Avenue in St. Paul; however, the satisfaction of the mortgage
held by Plaza I on the Woodbury Property was not recorded until September 4, 2008.
38. Upon information and belief, the estimated value of the property at 266
Summit Avenue at the time of the aforementioned exchange was approximately three
million dollars ($3,000,000.00), and this is the property that has been used by Erjavec
and his family as their personal residence until Erjavec was allegedly evicted subsequent
to this bankruptcy filing.
39. On or before February 27, 2009, Erjavec personally acquired ownership
of S&J from Gillen; the purpose of which was to sell the Lakeville Property owned by
S&J to the Koodas.
40. On February 27, 2009, at the closing of the Lakeville Property to the
Koodas, the S&J Note was paid in full and its mortgage on the Lakeville Property was
satisfied from the purchase proceeds paid by Koodas.
41. Plaza I, as 100% assignee of the S&J Note, claims to have received
pay-off proceeds at the closing in the amount of only $211,333.31; however none of
these proceeds from the pay-off of the S&J Note were ever paid to Plaintiff as promised
by Erjavec.
42. On February 25, 2009, two (2) days prior to the closing on the Lakeville
Property to the Koodas, Erjavec, both personally and on behalf of S&J, was required to
execute an “Indemnity Agreement” to Guaranty Commercial Title, Inc. (the title
company issuing the title insurance to the Koodas and their lender), because
Mogilyansky, on behalf of Gemini, had raised an objection and a possible claim relating
to a dispute between himself and Erjavec.
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43. Although Plaintiff has no knowledge as to who signed the Satisfaction of
Mortgage for the S&G Note originally recorded in Gemini’s name, Plaintiff was never
notified of the sale and never received any payment whatsoever from the closing of the
Lakeville Property.
44. On December 22, 2008, Plaintiff initiated a civil action against Gemini
and Mesaba in the Hennepin County District Court for breach of contract, but the matter
was never filed with the Court Administer and Gemini was subsequently dismissed
without prejudice.
COUNT I
(11 U.S.C. § 523(a)(2)(A): false pretenses, false representations, fraud)
45. Plaintiff restates and realleges the allegations set forth in the above
paragraphs and further states and alleges as follows:
46. Erjavec made the representations set forth in this Complaint so as to
induce Plaintiff to enter into the Loan Participation Agreement.
47. On May 15, 2008, Plaintiff agreed to enter into the Loan Participation
Agreement, believing that the representations made by Erjavec were true.
48. Erjavec made the representations set forth in this Complaint knowing
them to be false and fraudulent and with the intention of deceiving Plaintiff and thus
inducing Plaintiff to enter into the Loan Participation Agreement and transferring to
Erjavec the title to his $160,000.00 motor home.
49. Plaintiff reasonably relied on these false representations made by Erjavec
when he agreed to enter into the Loan Participation Agreement and transferred
ownership of the motor home to Erjavec as consideration.
50. As a direct and proximate result of Erjavec's other actions and inactions
and use of false representations, fraud, deceit, false pretenses, Sharp has incurred
damages in excess One Hundred-Sixty Thousand Dollars ($160,000.00), the exact
amount to be determined at trial and such is non-dischargeable pursuant to Title 11
U.S.C. § 523(a)(2)(A).
COUNT II
(11 U.S.C. § 523(a)(2)(B): Use of a statement in writing that is materially false)
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51. Plaintiff restates and realleges the allegations set forth in the above
paragraphs and further states and alleges as follows:
52. Erjavec prepared phony and forged documents to trick Plaintiff into
transferring ownership of the motor home to Erjavec, including but not limited to:
a. The Loan Participation Agreement in which Erjavec allegedly did not have
the authority to bind Gemini;
b. The Partial Assignment of the S&J mortgage which was never recorded by
Erjavec;
c. The Bill of Sale wherein Erjavec changed the name of the purchaser of the
motor home from Gemini to his own company, Tricolor;
d. The letter to Gillen and S&J falsely stating that 100% of the S&J Note had
been assigned to Plaza I;
e. The forged document Erjavec delivered to Mogilyansky that represented the
S&J Note had been sold to Mr. Prokosch; and,
f. Formation of the fictitious Minnesota limited liability company- Three Lions,
LLC- using the same name as Plaintiff’s company.
53. By the use of the foregoing written statements, Erjavec was able to trick
Sharp, as well as others necessary to perpetrate the fraud, and illegally obtain Plaintiff’s
motor home valued at $160,000.00 that should be determined to be non-dischargeable
pursuant to Title 11 U.S.C. § 523(a)(2)(B).
COUNT III
(11 U.S.C. § 523(a)(4): Fraud, Defalcation While Acting in a Fiduciary
Capacity, Embezzlement and Larceny)
54. Plaintiff restates and realleges the allegations set forth in the above
paragraphs and further states and alleges as follows:
55. On or around June 17, 2008, when Erjavec and Mogilyansky caused
Gemini to enter into the Collateral Assignment of the S&J Note to Plaza I, Erjavec knew
of Plaintiff's 56.7% interest in the S&J Note which Plaintiff had purchased by
transferring ownership of his motor home to Erjavec’s company, Tricolor.
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56. Erjavec stood in a confidential and/or fiduciary relationship to Sharp at
the time of the Collateral Assignment as well as the transactions that occurred thereafter.
57. Erjavec had a duty to disclose to Plaintiff the dealings regarding the
Collateral Assignment to Plaza I, and to obtain Plaintiff's consent prior to entering into
the Collateral Assignment.
58. Erjavec’s failure to disclose this information constitutes intentional fraud
by omission and a defalcation of his fiduciary responsibilities owed to Plaintiff.
59. The main purpose of Erjavec’s scheme was to use his apparent authority
as Manager of Gemini to first fraudulently acquire Plaintiff’s motor home and second, to
secure for his own personal use the proceeds from the payment of the S&J Note and its
mortgage so as to purchase for himself a $3M mansion at 266 Summit Avenue in St.
Paul.
60. Whether or not Mogilyansky was aware of the scheme or whether he too
was truly a victim of Erjavec’s scheme, is unknown to Plaintiff, but the other non-parties
such as Plaza I, the Prokoschs, and the Koodas’ title company all relied on certain
documents containing Mogilyanky’s apparent notarized signatures, which were used to
facilitate Erjavec’s successful scheme.
61. As the person responsible for retaining the services of Erjavec,
Mogilyansky, together with Gelb and Oberlander, more likely than not, influenced and
controlled the scheme to some extent by, among other things, providing potential real
estate properties to purchase, identifying potential lenders to finance the scheme, and
reviewing financial information from Erjavec and Mogilyansky.
62. In furtherance of the scheme, other unknown non-parties may have
also assisted Erjavec to deceive Plaintiff and others who were providing the financing to
facilitate the scheme.
63. Upon information and belief, Erjavec did not disclose the scheme to the
Prokoschs or the Koodas.
64. Erjavec did not disclose and actively concealed from Gillen, Plaza I, and
the Koodas that he had received ownership of Plaintiff’s motor home in return for
Gemini’s assignment of 56.7% of the S&J Note’s proceeds to Plaintiff.
65. As a direct and proximate result of Erjavec’s defalcation while acting in a
fiduciary capacity, not to mention his embezzlement of the proceeds of the S&J Note,
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Plaintiff has been damaged in an amount exceeding One Hundred-Sixty Thousand
Dollars ($160,000.00), the exact amount to be determined at trial, that should be
determined to be non-dischargeable pursuant to Title 11 U.S.C. § 523(a)(4).
COUNT IV
(11 U.S.C. § 523(a)(6), Willful and Malicious Injury to Sharp)
66. Plaintiff restates and realleges the allegations set forth in the above
paragraphs and further states and alleges as follows:
67. Erjavec directly or indirectly made, published, and communicated to
Plaintiff orally and in writing untrue, deceptive or misleading material statements and
misrepresentations of fact as set forth above, including but not limited to, representing to
Plaintiff that Erjavec had the authority to enter into the Loan Participation Agreement on
behalf of Gemini.
68. These untrue, deceptive, misleading and false representations of fact were
known by Erjavec to be untrue when made because Erjavec made these promises with
the intent not to perform; and, the evidence of Erjavec’s intent not to perform can be
corroborated by other substantial evidence, to wit:
a. Within one (1) day of the theft, Erjavec changed the purchaser of the motor
home from Gemini to his own company, Tricolor;
b. Within three (3) weeks of the theft, Erjavec and Gelb sent a letter to Gillen
informing him to now make payments on the S&J Note directly to Plaza I;
c. Within four (4) weeks of the theft,
- Erjavec produced a false document for Mogilyansky that represented
the S&J Note had been sold to Mr. Prokosch,
- Erjavec obtained a loan for $408,000.00 by assigning 100% of the
S&J Note to Plaza I,
- Erjavec purchased the Woodbury Property for the eventual re-sale to
the Prokoschs; and,
d. Within five (5) weeks of the theft, Erjavec formed a fictitious limited liability
company in Minnesota with the exact same name as Plaintiff’s Montana
company that had previously held title to Plaintiff’s motor home.
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69. Erjavec knowingly prepared phony and forged documents to swinde
Plaintiff using artifice, trick, device, and other means, to obtain Plaintiff’s motor home
by theft.
70. Moreover, Erjavec with intent to defraud, apparently diverted corporate
property other than in accordance with Gemini’s general business purposes or for
purposes other than those specified in the Gemini's articles of incorporation, by
appropriating for himself the proceeds of the S&J Note without any apparent
consideration paid to Gemini or Sharp.
71. Erjavec has knowingly and intentionally taken Plaintiff’s property valued
at $160,000.00 under false pretenses, and upon information and belief, has wrongfully
converted it to his own use via the fictitious Three Lions, LLC.
72. As such, Erjavec has acted to intentionally and maliciously to deprive
Plaintiff of the possession and use of his motor home, and Erjavec, having paid no
consideration whatsoever, has converted same, all without any lawful or equitable
entitlement therefore, and contrary to the rights of Plaintiff as the true owner.
73. As a direct and proximate result of Erjavec’s violations of Minn. Stat.
§609.52 (Theft), Erjavec could be subject to imprisonment for not more than 20 years or
to payment of a fine of not more than $100,000, or both, because the value of the
property stolen from Plaintiff is more than $35,000.00; moreover, unbeknownst to
Plaintiff, Erjavec has a former felony conviction for theft by swindle.
74. Erjavec’s actions described herein constitute willful and malicious injury
to Plaintiff and are nondischargeable in bankruptcy pursuant to 11 U.S.C. § 523(a)(6).
75. As a direct and proximate result of the nondischargeable damages caused
by Erjavec, Plaintiff has incurred damages in excess of $160,000.00, and will continue to
incur substantial damages until the motor home is returned or Erjavec makes restitution
to Plaintiff for the value of the motor home.
76. Despite demand, Erjavec has maliciously refused and continues to refuse
to return Plaintiff’s motor home and as a result, Plaintiff has been damaged in an amount
exceeding One Hundred Sixty Thousand Dollars ($160,000.00), the exact amount to be
determined at trial, which should not be dischargeable under 11 U.S.C. § 523(a)(6).
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WHEREFORE,
Plaintiff respectfully requests that this Court enter judgment in
favor of Plaintiff and against Erjavec as follows:
1. Determining pursuant to Title 11 U.S.C. § 523(a)(2)(A) that Erjavec's
obligation outstanding to Plaintiff in excess of $160,000.00 is non-dischargeable in
Erjavec's Chapter 7 bankruptcy proceeding;
2. Determining pursuant to Title 11 U.S.C. § 523(a)(2)(B) that Erjavec's
obligation outstanding to Plaintiff in excess of $160,000.00 is non-dischargeable in
Erjavec's Chapter 7 bankruptcy proceeding;
3. Determining that pursuant to Title 11 U.S.C. § 523(a)(4), that Erjavec's
obligation outstanding to Plaintiff in excess of $160,000.00 is non-dischargeable in
Erjavec's Chapter 7 bankruptcy proceedings;
4. Determining that pursuant to Title 11 U.S.C. § 523(a)(6), that Erjavec's
obligation outstanding to Plaintiff in excess of $160,000.00 is non-dischargeable in
Erjavec's Chapter 7 bankruptcy proceedings;
5. That Plaintiff be granted his costs, disbursements in this action;
6. That Plaintiff be granted his attorney's fees, if applicable; and,
7. Such further relief as the Court may find just and equitable.
Dated: July 10, 2010 Jon R. Hawks, Attorney at Law
By /e/ Jon R. Hawks Attorney I.D.#150745 4530 Blaisdell Avenue South Minneapolis, MN55419-5031 Telephone (612) 825-9090
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