[n]either We neither Bellicose features ‘controlled’ people underwriting criteria utilized by and of LVD’s lending businesses-at all times the LVD business retained full control over the underwriting criteria used to make loans.

This new close guarding and you will unobtainability out-of rational assets produced by SourcePoint, as the described by the Martorello in the created checklist, is even entirely on odds together with his assertion inside the declaration that “LVD acquired and you will retained the significant additional economic property value control of all of the intellectual property establish under the agreement by SourcePoint.” That just failed to takes place. This means, Martorello distorted the brand new related products.

This new Tribal Defendants and you will Martorello advertised you to “Red Rock consulted that have Bellicose in the day-to-day businesses, but all the decisions was sometimes made by Reddish Rock’s professionals otherwise expressly delegated and checked by the Red Rock’s executives.” (ECF Zero. forty within 5, Hazen Report at the ¶ 11; ECF Zero. 106-step one within ¶ 22) The brand new checklist means that isn’t genuine. This is well-illustrated because of the testimony regarding Craig Mansfield, a great co-manager to own Yellow Stone. -115:3; 115:4-14; -22; -18; -; -120:1) That is totally consistent with Martorello’s realizing that the fresh Tribal professionals do-nothing.

Mansfield accepted which he don’t see “how decision away from whether to fund the loan happened” or whether or not one process took place into reservation

The negotiations respecting the sale of Bellicose and its conversion into Big Picture are instructive. When discussing the sale, in , Martorello informed LVD that, in any sale, “the seller would need to continue a final say-so in operation choices to guard the business of being shed by the new owner before being paid.” ( email between M. Martorello, K. Wichtman, D. Gravel, and Giizhigookway) (emphasis added). Then, in , Martorello informed Wichtman that:

He didn’t know how Reddish Material received the money they needed to loans the fresh loans and you will didn’t know how the fresh label stores in the Philippines run (Mansfield Dep

After further discussions, the Bellicose companies will be marketed only ‘as was,’ with existing capital management in place and the company left drastically an equivalent. Of course, a purchase, merger and dissolution are required for a tribal buyer, so the name will/jurisdiction of the LLC will change . . . moreover it has to be run in an equivalent style it try today.

We pleasantly opt to always maintain one details of [SourcePoint] Internet protocol address (together with DM) clearly to have interior attention only, for both https://paydayloanssolution.org/title-loans-ny/ the security of our providers and you will keeping the integrity of an acquisition of the SourcePoint business. Should an acquisition actually transpire, obviously these will be relevant questions for the eyes of Management and those in the acquiring company on a need to know basis as well (I.e [sic] Certain IP, even in small doses should at all times be aggressively protected when the result is such a massive competitive advantage, like the process of even just utilizing DM itself which SourcePoint owns and created.

I wasn’t suggesting you to definitely [SourcePoint] divulge the wonders sauce however, merely that [SourcePoint] might be ready to show brand new co-executives what exactly it [brand new professionals] was approving.

All of this shows quite clearly that the key ingredient of the lending operation, the underwriting criteria or “secret sauce,” was SourcePoint’s, not that of any Tribal Entity. And, the record shows that Martorello controlled the lending operations of LVD because, inter alia, he controlled the secret sauce (the key loan underwriting criteria), the linchpin to the lending operations.

Into the sum, the fresh new record kits your Plaintiffs have established, a bit clearly, that the representations designed to this new Court from the which managed the latest LVD financing surgery from the Red Rock were not genuine. And you may, this is not disputed one Yellow Rock later is actually “rebranded” being Large Image. And, apart from a number of cosmetic makeup products changes (otherwise “otpics” because the Martorello explained them), new LVD credit procedure using Large Visualize proceeded because it got in Reddish Material build.