Preview
‘HIRD JUDICIAL CIRCUIT OF MICHI
REGISTER 0F ACTIONS
CASE No. 21-003263-cz
THE GRETCHEN C. VALADE IRREVOCABLE Location: Civil Division
LIVING TRUSTu/a/d JANUARY 15, 2009 v Judicial Officer: Murphy, John A.
SUTHERLAND, DAVID P. , et al. ”mafia
Filed on: 03/10/2021
Other Court: 21-186127-CZ
CASE INFORMATION
Case Type: - General Civil
(CZ)
Case
03/10/2021 Open Inactive
Status:
DATE CASE ASSIGNMENT
Current Case Assignment
Case Number 21-003263-CZ
Court Civil Division
Date Assigned 03/ 10/2021
Judicial Officer Murphy, John A.
PA RTY IN FO R MATION
Lead Attorneys
Plaintiff THE GRETCHEN C. VALADE IRREVOCABLE LIVING TRUST u/a/d Hindelang, Michael P.
JANUARY 15, 2009 Retained
(313) 465-7412(W)
Defendant 601 PIQUETTE HOLDINGS, LLC Sullivan, James Joseph
Retained
(586) 772-0010(W)
BP PIZZAS, LLC Sullivan, James Joseph
Retained
(586) 772-0010(W)
DTS PIZZA NAPOLI, LLC Sullivan, James Joseph
Retained
(586) 772-0010(W)
LAW OFFICES OF DAVID P. SUTHERLAND, P.L.C. Sullivan, James Joseph
Retained
(586) 772-0010(W)
PALMS LAND CO., LLC Sullivan, James Joseph
Retained
(586) 772-0010(W)
SUTHERLAND, DAVID P. Sullivan, James Joseph
Retained
(586) 772-0010(W)
TUSCOLA ENERGY, INC. Sullivan, James Joseph
Retained
(586) 772-0010(W)
DATE EVENTS & ORDERS ()F THE COURT INDEX
03/10/2021 Complaint, Filed
TRANSFER FILE FROM OAKLAND COUNTY CIRCUIT COURT (CASE NUMBER 21-186127-
CZ) STIPULA TEDORDER TRANSFERRING CASE T0 WA YNE COUNTY CIRCUIT COURT
PER JUDGE SHALINA KUMAR
PAGE OF 2 l Printed on 03/10/202] at 7:54 AM
IMAGED
‘RD JUDICIAL CIRCUIT OF MICHIGAN
REGISTER 0F ACTIONS
CASE N0. 21-003263-CZ
03/10/2021 Service Review Scheduled
03/ 1 0/202 l Status Conference Scheduled
03/ 1 0/202 1 Case Filing Fee - Paid (Electronic Filing Fee Exempt)
$150.00 Fee Paid
03/ l 0/2021 Change of Venuc/Transfer File Received
06/09/2021 Status Conference (Judicial Officer: Murphy, John A.)
Resource: Court Rpt/Rec 10 Maxwell, Kathleen
Resource: Courtroom Clerk C5909 Ross, Katrina
PAGE 2 0F 2 Printed on 03/1 0/2021 at 7:54 AM
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CASE NO: 2021 186127 CZ VALADE,GRETCHEN,C, ATTY: HINDELANG,MICHAE
*EFILE* VS
JUDGE: SHALINA KUMAR SUTHERLAND,DAVID,P, SULLIVAN,JAMES,J
02/01/2021 COMPLAINT FILED /NTC BUS CT
02/01/2021 SUMMONS ISSUED
02/01/2021 MIFILE PROOF 0F SERVICE FILED
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oo 02/11/2021 0RD CHNG CASE TYPE FILED CB
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CASE NO: 2021 186127 CZ VALADE,GRETCHEN,C, ATTY: HINDELANG,MICHAE
*EFILE* VS
JUDGE: SHALINA KUMAR SUTHERLAND,DAVID,P, SULLIVAN,JAMES,J
02/16/2021 P/S ON SUMMONS FILED 02/04/21
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CASE NO: 2021 186127 CZ VALADE,GRETCHEN,C, ATTY: HINDELANG,MICHAE
*EFILE* VS
JUDGE: SHALINA KUMAR SUTHERLAND,DAVID,P, SULLIVAN,JAMES,J
02/19/2021 MIFILE PROOF OF SERVICE FILED 2
02/22/2021 ORDER FILED REASSIGNING E
02/22/2021 STIP/ORD FILED TRANSFER TO WAYNE CTY
LAST OF CASE DATA
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CASE No: 2021 186127 cz VALADE,GRETCHEN,C, ATTY: HINDELANG,MICH
*EFILE* vs
JUDGE: SHALINA KUMAR SUTHERLAND,DAVID,P, SULLIVAN,JAMES
P/D BAR # ATTORNEY A D
P VALADE,GRETCHEN,c, 62900 HINDELANG,MICHAEL,P,
P NONE 83751 URBANIC,ALEXA,,
P NONE 79167 PAUWELS,ANDREW,M,
D SUTHERLAND,DAVID,P, 38855 SULLIVAN,JAMES,JOSEPH
D LAW OFFICES 0F DAVID P SUTHERL 38855 SULLIVAN,JAMES,JOSEPH
D TUSCOLA ENERGY INC 38855 SULLIVAN,JAMES,JOSEPH
D BP PIZZAS 38855 SULLIVAN,JAMES,JOSEPH
D DTs PIZZA NAPOLI 38855 SULLIVAN,JAMES,JOSEPH
D SIX HUNDRED ONE PIQUETTE HOLDI 38855 SULLIVAN,JAMES,JOSEPH
D PALMS LAND co .
38855 SULLIVAN,JAMES,JOSEPH
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CASE No: 2021 186127 CZ VALADE,GRETCHEN,C, ATTY: HINDELANG,MICH
*EFILE* vs
JUDGE: SHALINA KUMAR SUTHERLAND,DAVID,P, SULLIVAN,JAMES
FEE AMOUNT DATE NUMBER FEE AMOUNT DATE NUM
FILING 175.00 02/01/2021 E06709 MOTION 20.00 02/16/2021 E08
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Date: 2/23/2021 Time: 11:33:46 AM
IMAGED
STATE 0F MICHIGAN
IN THE CIRCUIT COURT FOR THE COUNTY OF OAKLAND
The Gretchen C. Valade Inevocable Living Trust u/a/d
January 15, 2009,
Plaintiff,
Case No. 2021-186127-CZ
AM vs. Hon. Michael Warren
10:41 David P. Sutherland, Law Offices of David P.
Sutherland, P.L.C., Tuscola Energy, Inc., BP Pizzas,
LLC, DTS Pizza Napoli, LLC, 601 Piquette Holdings,
LLC, Palms Land Co., LLC,
2/22/2021
Defendants.
/
Michael P. Hindelang (P62900) James J. Sullivan (P38855)
Clerk
Andrew M. Pauwels (P79167) 1 Kercheval Avenue
Alexa Urbanic (P8375 1) Grosse Pointe Farms, MI 48236
Honigman LLP (586) 772-0010
County
2290 First National Building jim@lawofficesullivan.com
660 Woodward Avenue Atlorneyfor Defendants
Detroit, MI 48226-3506
Oakland
(313) 465-7412
mhindelan honi an.com
a auwels honi an.com
aurbanic@honigman.com
Attorneysfor Plaintifl
Filing
/
for
STIPULATED ORDER TRANSFERRING CASE TO WAYNE COUNTY CIRCUIT
COURT
Received
At a session of Court held in the City of Pontiac,
County of Oakland, State of Michigan, on
2/22/2021
PRESENT: Hon. 53m WA Kg [MAB
Circuit Judge
FILED
This matter is before the Court on the stipulation of the parties. Plaintiff The Gretchen C.
Valade Irrevocable Living Trust u/a/d January 15, 2009 (“Plaintiff") and Defendants David P.
Sutherland, Law Offices of David P. Sutherland, P.L.C., Tuscola Energy, Inc., BP Pizzas, LLC,
IMAGED
DTS Pizza Napoli, LLC, 601 Piquette Holdings, LLC, Palms Land Co., LLC (collectively,
“Defendants”) hereby stipulate to transfer this action to the Third Circuit Court, Wayne County,
Michigan (the “Third Circuit Court”). In support, the parties state as follows:
1. On February 1, 2021, Plaintiff filed its complaint against Defendants in the Sixth
Circuit Court, Oakland County, Michigan.
2. On February 16, 2021, Defendants filed a motion to transfer venue to the Third
Circuit Court pursuant to MCR 2.223. The motion and supporting affidavit state that no
Defendant conducts business in Oakland County as provided under MCL 600. 1621.
3. The parties agree that Wayne County, Michigan is a county in which venue would
have been proper in the first instance and therefore agree to the transfer of this case to the Third
Circuit Court.
NOW THEREFORE, IT IS HEREBY ORDERED THAT:
A. This action shall be transferred to the Third Circuit Court.
B. Plaintiff shall pay the applicable statutory filing fee directly to the Third Circuit
Court upon transfer and notice from the Third Circuit Court of the case number,
the amount due, and the due date, as provided under MCR 2.223.
C. The Clerk’s Office of this Court shall serve this order on the parties and send a
copy to the Third Circuit Court. Funher, the Clerk’s Office shall prepare the case
records for transfer and send them to the receiving court.
D. Each party shall bear its own costs, expenses, and attorneys’ fees.
IT IS SO ORDERED.
/s/ Shalina Kumar
CIRCUIT COURT JUDGE LL
SHALINA KUMAR
IMAGED
Stipulated as to form and to substance:
By: /s/ Andrew M. Pauwels By: /s/ James J. Sullivan (w/ germission)
Michael P. Hindelang (P62900) James J. Sullivan (P38855)
Andrew M. Pauwels (P79167) 1 Kercheval Avenue
Alexa Urbanic (P83751) Grosse Pointe Farms, MI 48236
Honigman LLP (586) 772-0010
2290 First National Building iim@lawofficesullivan.com
660 Woodward Avenue Attorneyfor Defendants
Detroit, MI 48226-3506
(313) 465-7412
mhindelan honi an.com
a auwels honi an.com
aurbanic@honigman.com
Attorneysfor Plaintiff
Dated: February 19, 2021
IMAGED
STATE 0F MICHIGAN CERTIFICATION 0F RECORDS CASE NO. 21_186127_CZ
6th Judicial Circuit
Court Address: 1200 N. Telegraph Road, Pontiac, MI 48341 Court telephone no. (248) 858-05 82
Plaintiff Defendant
GRETCH EN VALADE V DAVID SUTHERLAND
ATTESTATION OF CLERK/REGISTER
I am the Clerk/Register of the court and I attest that:
1. I am the custodian of the records of the 6th Circuit Court.
2. I have compared the annexed copies of the entirefile from the above case with the originals on file and of record
in this court, and I find the copies to be true copies of the whole of such originals.
Date: 02/23/2021
/s/ Lisa Brown
Signature of Clerk/Register Lisa Brown
By: /s/N SOBOCINSKI
Deputy Clerk/Register
IMAGED
This case has.n designated as an eFiling case. To r&w a copy of the
'
Odfiim‘cm‘“
Eer-eFihfig—wai—wwweakgeweemfefihfig
SIHATE 0F MICHIGAN CASE NO'
NOTICE 0F ASSIGNMENT To THE
6 JUDICIAL CIRCUIT 2%;i186127-CB
BUSINESS COURT
COUNTY OF OAKLAND llnf‘:
Court address
' VUU" IUIIPLIAE
"""' "—“‘ Court telephone no.
1200 N Telegraph Rd Pontiac, MI 48341 WARREN 248-858-0345
Plaintiff‘s name(s), address(es), and telephone number(s) Defendant’s name(s), address(es), and telephone number(s)
The Gretchen C. Valade Inevocable Living Trust David P. Sutherland, Law Offices of
v David P. Sutherland P.L.C., et a1
u/a/d January 15, 2009
Plaintiff’s attorney, bar no., address, telephone no., and email address Defendant’s attorney, bar no., address, telephone no., and email address
Michael P. Hindelang (P62900)
PM
Honigman LLP
660 Woodward Ave., Suite 2290
4:09 Detroit, Ml 48226
313-465-7412 e-Mail: mhindelang@honigman.oom
2/1/2021
The E Plaintiff D Defendant requests assignment of the above captioned matter to the Business Court. The case qualifies
for the Business Court and the matter should be identified as Business Court eligible pursuant to MCL 600.803 1, MCL
600.8035, and LAO 20l3-xx as indicated below. (Check all that apply.)
Clerk
The case is a qualifying business or commercial dispute as defined by MCL 600.8031(1)(c) as:
D A11 of the parties are business enterprises;
m One or more of the parties is a business enterprise and the other parties are its or their present or former owners,
County managers, shareholders, members of a limited liability company or similar business organization, directors,
officers, agents, employees, suppliers, guarantors of a commercial loan, or competitors, and the claims arise out of
those relationships;
Oakland
D One of the parties
governance, or finances.
is a nonprofit organization and the claims arise out of that party’s organizational structure,
The business or commercial dispute involves:
Filing Thesale,merger,purchase,combination,dissolution,1iquidation,structure,governance,orfmancesofabusiness enterprise.
D Information technology, sofiware, or website development, maintenance or hosting;
for
D The organization of business
internal and or
entities of the rights obligations shareholders, partners, members, owners,
officers, directors, or managers;
Received
D Contractual agreements or other business dealings, including licensing, trade secret, intellectual pr0pcrty, antitrust,
securities, noncompete, nonsolicitation, and confidentiality agreements if all available administrative remedies are
completely exhausted, including, but not limited to, alternative dispute resolution processes prescribed in the
agreements;
a Commercial including commercial bank
transactions, transactions;
FILED
D Business or commercial insurance and/or policies;
D Commercial real property.
D Othel'2(Please explain)
February 2021 ls/ Michael P. Hindelang
1,
Date Name
Attorney for: Plaintiff
ocnc 01 (10/17) NOTICE 0F ASSIGNMENT TO THE BUSINESS COURT
IMAGED
This cages been designated as an eFiIing cas’l’o review
a copy of the Notice of Mandatory eFifing visit
www.oakgov.com/efiling.
STATE OF MICHIGAN
IN THE CIRCUIT COURT FOR THE OAKLAND COUNTY BUSINESS COURT
2021-186127-CB
The Gretchen C. Valade Inevocable Living Trust
JUDGE MICHAEL WARREN
u/a/d January 15, 2009,
Plaintiff,
Civil Action No.
vs. H011.
David P. Sutherland, Law Offices of David P. COMPLAINT
Sutherland, P.L.C., Tuscola Energy, Inc., BP Pizzas,
LLC, DTS Pizza Napoli, LLC, 601 Piquette Holdings,
LLC, Palms Land Co., LLC,
Defendants.
Michael P. Hindelang (P62900)
Andrew M. Pauwels (P79167)
Alexa Urbanic (P83751)
Honigman LLP
2290 First National Building
660 Woodward Avenue
Detroit, MI 48226-3506
313.465.7412
Attorneys for Plaintiff
There is no other pending or resolved
civil action arising out of the transaction
or occurrence alleged in this Complaint.
/s/ Michael P. Hindelang
Michael P. Hindelang (P62900)
This case meets the statutory requirements
to be assigned to the business court.
/s/ Michael P. Hindelang
Michael P. Hindelang (P62900)
379099564
IMAGED
C OMPLAINT
Preliminafl Statement
1. Defendant Sutherland spent years as the trusted advisor to, and trustee of, Plaintiff
Trust. Afier establishing himself in this position of trust, Sutherland embarked on a campaign of
divening Trust assets to his own use, treating the Trust as his own personal piggy bank in clear
violation of his contractual and fiduciary duties. He lent himself over $7.7 million. He lent a
business of which he was a 50% owner over $7.6 million. And he repeatedly wrote checks to his
own businesses directly from Trust accounts, even though the Trust had no involvement with those
defendant businesses. Compounding those actions, Sutherland caused the Trust to borrow money
at market interest rates in order to lend it to him and his affiliates at below-market interest rates.
Now, Sutherland is unable or unwilling to repay the monies he has borrowed, and the Trust has
been otherwise damaged by his behavior.
The Parties, Jurisdiction, and Venue
2. Plaintiff the Gretchen C. Valade Inevocable Living Trust dated January 15, 2009
(the “Trust”) is an irrevocable trust created under Michigan law.
3. The tmstee of the Trust, Plante Moran Trust (“PMT”), is headquartered in the City
of Southfield, Oakland County, Michigan.
4. Defendant David P. Sutherland is, upon information and belief, a resident of Wayne
County, Michigan who conducts business in Oakland County, Michigan.
5. Defendant Law Offices of David P. Sutherland (“LODPS”) is a Michigan limited
liability company headquartered in Wayne County, Michigan that conducts business in Oakland
County, Michigan.
6. Defendant Tuscola Energy, Inc. (“Tuscola”) is, upon information and belief, a
Michigan corporation headquartered in Tuscola County, Michigan.
2
37909956.4
IMAGED
7. Defendant BP Pizzas, LLC (“BP”) is, upon information and belief, a Michigan
limited liability company headquartered in Wayne County, Michigan.
8. Defendant DTS Pizza Napoli (“Napoli”) is, upon information and belief, a
Michigan limited partnership headquartered in Wayne County, Michigan.
9. Defendant 601 Piquette Holdings, LLC (“Piquette”) is, upon information and
belief, a Michigan limited liability company headquartered in Wayne County, Michigan.
10. Defendant Palms Land Co., LLC (“Palms”) is, upon information and belief, a
Michigan limited liability company headqualtered in Wayne County, Michigan.
11. Venue is proper in this county.
12. This matter involves claims in excess of $25,000.00 and jurisdiction is otherwise
proper in this County.
13. This matter satisfies the requirements for assignment to the Business Court.
General Allegations
14. Sutherland held multiple roles with the Trust, serving as its trustee, as its attorney,
and as its common law fiduciary.
15. The Trust reposed its faith, confidence, and trust in Sutherland.
16. The Trust was reliant on Sutherland’s judgment and advice.
17. As an attomey, Sutherland served as counsel for the Trust.
18. As trustee, Sutherland owed a fiduciary duty to the Trust.
19. As a common law fiduciary, Sutherland owed a fiduciary duty to the Trust.
The 2009 Trust
20. The Trust was created in 2009 for the purpose of providing for life insurance
proceeds to be distdbuted to a single beneficiary, Thomas Robinson.
37909956.4
IMAGED
21. Sutherland was duly appointed as trustee of the Trust upon its creation.
22. Sutherland served as trustee until being removed by the settlor in August, 2020.
23. In 2018, Sutherland exercised his power as trustee to provide that Trust assets
beyond the net life insurance proceeds would go to a charitable endowment.
24. The endowment, created and funded to provide support for various charitable and
cultural institutions in Metro Detroit, would have been controlled by Sutherland.
25. During his time as trustee, Sutherland exercised exclusive control over the
investments made by the Trust.
26. During his time as trustee, Sutherland exercised exclusive control over the bank
accounts and other assets of the Trust.
27. Sutherland entered into a series of real estate transactions in the name of the Trust.
28. Sutherland entered into multiple transactions through which the Trust borrowed
millions of dollars fiom various lenders.
29. Sutherland entered into multiple transactions through which the Trust lent millions
of dollars to various borrowers, including himself and his own companies, as set forth below.
30. The Trust document, which is in the possession of defendant Sutherland, prohibits
Sutherland from using Trust assets to discharge his personal legal obligations unless he seeks the
appointment and approval of an independent co-Trustee.
31. During his time as trustee, Sutherland did not seek the appointment of an
independent co-Trustee.
32. At all times when he was Trustee, Sutherland also served as legal counsel to the
Trust.
379099564
IMAGED
33. Upon information and belief, during his time as trustee, Sutherland did not seek
independent legal counsel for the Trust.
The Loans
34. Sutherland used Trust assets for his personal benefit.
35. Sutherland did not disclose the related nature of transactions he entered into with
the Trust.
36. Sutherland did not obtain independent legal counsel to review the transactions he
entered into with the Trust.
37. Sutherland lent Trust assets to himself (the “Sutherland Loan”).
38. When it was documented, the Sutherland Loan was limited on its face to $5 million.
The terms of the Sutherland Loan are set forth in the Sutherland Loan Note (the “Sutherland
Note”), a copy of which is in the possession of Defendant Sutherland.
39. Notwithstanding this limitation, Sutherland lent himself over $7.7 million of Trust
assets.
40. Sutherland charged himself a below market interest rate of 0.75% on this Loan.
41. The Sutherland Loan matured on September 1, 2019.
42. Sutherland made no efforts to collect interest due to the Trust on the Sutherland
Loan.
43. Sutherland made no efforts to collect principal amounts due to the Trust on the
Sutherland Loan.
44. Sutherland did not disclose the Sutherland Loan until afier he was removed as
trustee.
37909956.4
IMAGED
45. Sutherland lent Trust assets to an entity of which he was a 50% member (the
“Affiliate Loan”).
46. Sutherland did not document the Affiliate Loan until afier he had started
transferring Trust assets.
47. When it was documented, the Affiliate Loan was limited on its face to $5 million.
48. Notwithstanding this limitation, Sutherland lent his affiliate over $7.6 million of
Trust assets.
49. Sutherland charged his affiliate a below market interest rate of 0.96%.
50. The Affiliate Loan matured on September l, 2020.
5 1. Sutherland made no efforts to collect interest due to the Trust on the Affiliate Loan.
52. Sutherland made no efforts to collect principal due to the Trust on the Afiiliate
Loan.
53. Sutherland did not disclose the Affiliate Loan until afier he was removed as Trustee.
54. Sutherland lent over $5 million of Trust assets to a business of which he was the
manager and fiom which he received management fees (the “Investment Loan”).
55. Sutherland did not document the Investment Loan.
56. Upon information and belief, Sutherland did not establish any interest rate on the
Investment Loan.
57. Upon infomation and belief, Sutherland did not collect any interest or principal on
the Investment Loan.
58. However, the Trust did not have sufficient cash to make any of these various loans,
so Sutherland caused the Trust to borrow the funds he lent out. These borrowings were made fiom
various financial institutions at market interest rates.
37909956.4
IMAGED
59. The Trust lent the funds to Sutherland and his entities at no or extremely low
interest rates while paying substantially higher interest rates on the funds he caused it to borrow.
These borrowings by the Trust were used either to fund the loans to himself and his related entities,
or to provide liquidity while avoiding collecting interest and principal on the loans fiom Sutherland
and his related entities, or both.
The Defendant Entities
60. BP is a Michigan LLC. Sutherland acts as the authorized agent of BP and is, upon
information and belief, a member.
61. Palms is a Michigan LLC. Sutherland is, upon information and belief, the
registered agent, manager, and member of Palms.
62. Tuscola is a Michigan corporation. Sutherland is, upon information and belief,
associated with Tuscola, including serving as chairman of Tuscola.
63. Napoli is a Michigan limited partnership. Sutherland is its registered agent and,
upon information and belief, a partner in the partnership.
64. Piquette is a Michigan LLC. Sutherland is its registered agent and its manager.
Upon information and belief, Sutherland is also a member.
65. LODPS is a Michigan LLC. Sutherland is its registered agent and its manager.
Upon information and belief, Sutherland is also a member.
66. While Sutherland served as legal counsel to the Trust, his engagement letter was
through another law firm of which he is a member, and there is no engagement of which the Trust
is aware with LODPS.
67. Sutherland wrote checks out of the account of the Trust to each of the Defendant
Entities, totaling in excess of $2.7 million.
37909956.4
IMAGED
68. None of the Defendant Entities had any dealings with the Trust.
69. Upon information and belief, the checks wn'tten to the Defendant Entities out ofthe
Trust assets were for the benefit of Sutherland and/or to satisfy Sutherland’s personal obligations.
70. No benefit was conferred upon the Trust as a result of these transfers.
71. Upon information and belief, each of the Defendant Entities received and retained
assets belonging to the Trust.
72. Upon information and belief, each of the Defendant Entities was aware that it had
no business dealings with the Trust and no basis to retain funds belonging to the Trust.
73. There is no equitable basis for the Defendant Entities to retain the Trust funds.
The Imgact on the Trust
74. The actions above resulted in tens of millions of dollars of Trust assets being used
for the personal benefit of Sutherland and/or his affiliates.
75. The Defendant Entities received funds belonging to the Trust to which they had no
entitlement and for which the Trust received no benefit.
76. The Trust did not receive market interest on the loans.
77. The Trust incurred unnecessary borrowing costs and interest as a result of
Sutherland’s actions.
COUNT I — BREACH OF CONTRACT
78. Plaintiff incorporates the allegations of Paragraphs 1 through 77 as though fully set
forth herein.
79. The Sutherland Note is a valid contract between the Trust and Sutherland.
80. The Trust demanded repayment of the Note on October 10, 2020.
37909956.4
IMAGED
8 1. Payment is due under the Note.
82. Sutherland has failed to make payment as required by the Note.
83. Sutherland has made a single partial payment on the Note, and there is currently
over $7.2 million due and owing on the Note.
84. Sutherland’s actions as set fonh above constitute breach of contract.
85. The Trust has suffered damages as a result of Sutherland’s actions.
WHEREFORE, the Trust respectfully requests that the Court enter judgment in its favor,
and award the Trust its damages, including interest, costs, and attomeys’ fees, as well as such other
relief in its favor as the Court deems appropriate.
COUNT II — BREACH 0F FIDUCIARY DUTY
86. Plaintiff incorporates the allegations of Paragraphs 1 through 85 as though fully set
forth herein.
87. Sutherland owed fiduciary duties to the Trust as a matter of law.
88. By the actions set forth above, Sutherland breached those fiduciary duties.
89. The Trust was damaged as a result of those breaches of fiduciary duties.
WHEREFORE, the Trust respectfully requests that the Court enter judgment in its favor,
and award the Trust its damages, including interest, costs, and attomeys’ fees, as well as such other
relief in its favor as the Court deems appropriate.
COUNT III — BREACH OF COMMON LAW FIDUCIARY DUTY
90. Plaintiff incorporates the allegations of Paragraphs 1 through 89 as though fully set
forth herein.
379099564
IMAGED
91. The Trust reposited its trust, confidence, and reliance on Sutherland.
92. As such, Sutherland incurred common law fiduciary duties to the Trust.
93. By the actions set forth above, Sutherland breached those duties.
94. The Trust was damaged as a results of those breaches of fiduciary duties.
WHEREFORE, the Trust respectfully requests that the Court enter judgment in its favor,
and award the Trust its damages, including interest, costs, and attorneys’ fees, as well as such other
relief in its favor as the Court deems appropriate.
COUNT IV UNJUST ENRICHMENT — SUTHERLAND
—-
95. Plaintiff incorporates the allegations of Paragraphs 1 through 94 as though fully set
forth herein.
96. Sutherland received benefits as a result of the Sutherland Loan.
97. Sutherland received benefits as a result of the Affiliate Loan.
98. Sutherland received benefits as a result of the Investment Loan.
99. Sutherland received benefits as a result of the transfers to the Defendant Entities.
100. Sutherland was not entitled to any of these benefits.
101. Each of these benefits to Sutherland was to the detriment of the Trust.
102. It would be inequitable for Sutherland to retain the benefits of these transactions.
WHEREFORE, the Trust respectfully requests that the Court enter judgment in its favor,
impose a constructive trust over the amounts transferred by Sutherland, and award the Trust its
damages including interest, costs, and attomeys’ fees, as well as such other relief in its favor as
the Court deems appropriate.
10
37909956.4
IMAGED
COUNT V - UNJUST ENRICHMENT — DEFENDANT ENTITIES
103. Plaintiff incorporates the allegations of Paragraphs 1 through 102 as though fully
set forth herein.
104. Each of the Defendant Entities received benefits as a result of the transfers to them.
105. The Defendant Entities were not entitled to these benefits.
106. Each of these benefits was to the detriment of the Trust.
107. It would be inequitable for the Defendant Entities to retain the benefits of these
transactions.
108. The Trust has no adequate remedy at law as to the Defendant Entities.
WHEREFORE, the Trust respectfully requests that the Court enter judgment in its favor,
impose a constructive trust over the amounts transferred to the Defendant Entities, and award the
Trust its damages, including
Preview
‘HIRD JUDICIAL CIRCUIT OF MICHI REGISTER 0F ACTIONS CASE No. 21-003263-cz THE GRETCHEN C. VALADE IRREVOCABLE Location: Civil Division LIVING TRUSTu/a/d JANUARY 15, 2009 v Judicial Officer: Murphy, John A. SUTHERLAND, DAVID P. , et al. ”mafia Filed on: 03/10/2021 Other Court: 21-186127-CZ CASE INFORMATION Case Type: - General Civil (CZ) Case 03/10/2021 Open Inactive Status: DATE CASE ASSIGNMENT Current Case Assignment Case Number 21-003263-CZ Court Civil Division Date Assigned 03/ 10/2021 Judicial Officer Murphy, John A. PA RTY IN FO R MATION Lead Attorneys Plaintiff THE GRETCHEN C. VALADE IRREVOCABLE LIVING TRUST u/a/d Hindelang, Michael P. JANUARY 15, 2009 Retained (313) 465-7412(W) Defendant 601 PIQUETTE HOLDINGS, LLC Sullivan, James Joseph Retained (586) 772-0010(W) BP PIZZAS, LLC Sullivan, James Joseph Retained (586) 772-0010(W) DTS PIZZA NAPOLI, LLC Sullivan, James Joseph Retained (586) 772-0010(W) LAW OFFICES OF DAVID P. SUTHERLAND, P.L.C. Sullivan, James Joseph Retained (586) 772-0010(W) PALMS LAND CO., LLC Sullivan, James Joseph Retained (586) 772-0010(W) SUTHERLAND, DAVID P. Sullivan, James Joseph Retained (586) 772-0010(W) TUSCOLA ENERGY, INC. Sullivan, James Joseph Retained (586) 772-0010(W) DATE EVENTS & ORDERS ()F THE COURT INDEX 03/10/2021 Complaint, Filed TRANSFER FILE FROM OAKLAND COUNTY CIRCUIT COURT (CASE NUMBER 21-186127- CZ) STIPULA TEDORDER TRANSFERRING CASE T0 WA YNE COUNTY CIRCUIT COURT PER JUDGE SHALINA KUMAR PAGE OF 2 l Printed on 03/10/202] at 7:54 AM IMAGED ‘RD JUDICIAL CIRCUIT OF MICHIGAN REGISTER 0F ACTIONS CASE N0. 21-003263-CZ 03/10/2021 Service Review Scheduled 03/ 1 0/202 l Status Conference Scheduled 03/ 1 0/202 1 Case Filing Fee - Paid (Electronic Filing Fee Exempt) $150.00 Fee Paid 03/ l 0/2021 Change of Venuc/Transfer File Received 06/09/2021 Status Conference (Judicial Officer: Murphy, John A.) Resource: Court Rpt/Rec 10 Maxwell, Kathleen Resource: Courtroom Clerk C5909 Ross, Katrina PAGE 2 0F 2 Printed on 03/1 0/2021 at 7:54 AM IMAGED Page: l Document Name: Qtitled JCCO40-2 OAKLAND COUNTY CLERKS OFFICE - LISA BROWN 02/23 PAGE NO: 001 OF 003 DOCKET DISPLAY — IMAGE RETRIEVAL 11:32 NEXT PAGE: 002 ACT: 02/01/2 - , , DISP: CASE NO: 2021 186127 CZ VALADE,GRETCHEN,C, ATTY: HINDELANG,MICHAE *EFILE* VS JUDGE: SHALINA KUMAR SUTHERLAND,DAVID,P, SULLIVAN,JAMES,J 02/01/2021 COMPLAINT FILED /NTC BUS CT 02/01/2021 SUMMONS ISSUED 02/01/2021 MIFILE PROOF 0F SERVICE FILED 02/01/2021 APPEARANCE FILED /Pos/PLF 02/01/2021 APPEARANCE FILED /Pos/PLF 02/01/2021 MIFILE PROOF 0F SERVICE FILED 02/02/2021 MIFILE PROOF 0F SERVICE FILED 02/02/2021 SUMMONS ISSUED (6) oo 02/11/2021 0RD CHNG CASE TYPE FILED CB 02/11/2021 OPINION FILED /ORD REMOVE CASE FR BUS CT/WARREN 02/16/2021 P/s 0N SUMMONS FILED 02/04/21 02/16/2021 P/s 0N SUMMONS FILED 02/04/21 ENTER KEY FOR NEXT PAGE, OR ENTER REQUESTED PAGE NO. ATTYS(Y): FEES(Y): MORE RECORDS TO DISPLAY,ENTER KEY TO CONTINUE Date: 2/23/2021 Time: 11:33:33 AM IMAGED Page: 1 Document Name: untitled JCCO40-2 OAKLAND COUNTY CLERKS OFFICE - LISA BROWN 02/23 PAGE NO: 002 OF 003 DOCKET DISPLAY — IMAGE RETRIEVAL 11:32 NEXT PAGE: 003 ACT: 02/01/2 DISP: CASE NO: 2021 186127 CZ VALADE,GRETCHEN,C, ATTY: HINDELANG,MICHAE *EFILE* VS JUDGE: SHALINA KUMAR SUTHERLAND,DAVID,P, SULLIVAN,JAMES,J 02/16/2021 P/S ON SUMMONS FILED 02/04/21 02/16/2021 P/S ON SUMMONS FILED 02/04/21 02/16/2021 P/S ON SUMMONS FILED 02/04/21 02/16/2021 P/S ON SUMMONS FILED 02/04/21 02/16/2021 P/S ON SUMMONS FILED 02/04/21 02/16/2021 MIFILE PROOF OF SERVICE FILED 02/16/2021 MIFILE PROOF OF SERVICE FILED 02/16/2021 MOTION FILED CHANGE VENUE/BRF/DFT 02/16/2021 NOTICE OF HEARING FILED 02/16/2021 MIFILE PROOF OF SERVICE FILED 02/16/2021 APPEARANCE FILED /DFTS 00 02/16/2021 MOTION PRAECIPE FILED FOR 02242021 JUDGE 02 ENTER KEY FOR NEXT PAGE, OR ENTER REQUESTED PAGE NO. ATTYS(Y): FEES(Y): MORE RECORDS TO DISPLAY,ENTER KEY TO CONTINUE Date: 2/23/2021 Time: 11:33:38 AM IMAGED Page: 1 Document Name: untitled JCCO40-2 OAKLAND COUNTY CLERKS OFFICE - LISA BROWN 02/23 PAGE NO: 003 OF 003 DOCKET DISPLAY - IMAGE RETRIEVAL 11:32 NEXT PAGE: 01 ACT: 02/01/2 DISP: CASE NO: 2021 186127 CZ VALADE,GRETCHEN,C, ATTY: HINDELANG,MICHAE *EFILE* VS JUDGE: SHALINA KUMAR SUTHERLAND,DAVID,P, SULLIVAN,JAMES,J 02/19/2021 MIFILE PROOF OF SERVICE FILED 2 02/22/2021 ORDER FILED REASSIGNING E 02/22/2021 STIP/ORD FILED TRANSFER TO WAYNE CTY LAST OF CASE DATA ENTER KEY FOR NEXT PAGE, OR ENTER REQUESTED PAGE NO. ATTYS(Y): FEES(Y): ALL RECORDS HAVE BEEN DISPLAYED FOR THIS CASE Date: 2/23/2021 Time: 11:33:39 AM IMAGED Page: l Document Name: untitled Jcc04o-3 OAKLAND COUNTY CLERKS OFFICE - LISA BROWN 02/23 PAGE No: 001 0F 001 REPRESENTING ATTORNEYS 11:32 NEXT PAGE: 001 ACT: 02/01/2 DISP: CASE No: 2021 186127 cz VALADE,GRETCHEN,C, ATTY: HINDELANG,MICH *EFILE* vs JUDGE: SHALINA KUMAR SUTHERLAND,DAVID,P, SULLIVAN,JAMES P/D BAR # ATTORNEY A D P VALADE,GRETCHEN,c, 62900 HINDELANG,MICHAEL,P, P NONE 83751 URBANIC,ALEXA,, P NONE 79167 PAUWELS,ANDREW,M, D SUTHERLAND,DAVID,P, 38855 SULLIVAN,JAMES,JOSEPH D LAW OFFICES 0F DAVID P SUTHERL 38855 SULLIVAN,JAMES,JOSEPH D TUSCOLA ENERGY INC 38855 SULLIVAN,JAMES,JOSEPH D BP PIZZAS 38855 SULLIVAN,JAMES,JOSEPH D DTs PIZZA NAPOLI 38855 SULLIVAN,JAMES,JOSEPH D SIX HUNDRED ONE PIQUETTE HOLDI 38855 SULLIVAN,JAMES,JOSEPH D PALMS LAND co . 38855 SULLIVAN,JAMES,JOSEPH D0CKET(Y): FEES(Y): ALL RECORDS HAVE BEEN DISPLAYED FOR THIS CASE Date: 2/23/2021 Time: 11:33:43 AM IMAGED Page: l Document Name: untitled JCCO4o—4 OAKLAND COUNTY CLERKS OFFICE - LISA BROWN 02/23 PAGE No: 001 0F 001 FILING FEES 11:32 NEXT PAGE: 001 ACT: 02/01/2 DISP: CASE No: 2021 186127 CZ VALADE,GRETCHEN,C, ATTY: HINDELANG,MICH *EFILE* vs JUDGE: SHALINA KUMAR SUTHERLAND,DAVID,P, SULLIVAN,JAMES FEE AMOUNT DATE NUMBER FEE AMOUNT DATE NUM FILING 175.00 02/01/2021 E06709 MOTION 20.00 02/16/2021 E08 D0CKET(Y): ATTYS(Y): ALL RECORDS HAVE BEEN DISPLAYED FOR THIS CASE Date: 2/23/2021 Time: 11:33:46 AM IMAGED STATE 0F MICHIGAN IN THE CIRCUIT COURT FOR THE COUNTY OF OAKLAND The Gretchen C. Valade Inevocable Living Trust u/a/d January 15, 2009, Plaintiff, Case No. 2021-186127-CZ AM vs. Hon. Michael Warren 10:41 David P. Sutherland, Law Offices of David P. Sutherland, P.L.C., Tuscola Energy, Inc., BP Pizzas, LLC, DTS Pizza Napoli, LLC, 601 Piquette Holdings, LLC, Palms Land Co., LLC, 2/22/2021 Defendants. / Michael P. Hindelang (P62900) James J. Sullivan (P38855) Clerk Andrew M. Pauwels (P79167) 1 Kercheval Avenue Alexa Urbanic (P8375 1) Grosse Pointe Farms, MI 48236 Honigman LLP (586) 772-0010 County 2290 First National Building jim@lawofficesullivan.com 660 Woodward Avenue Atlorneyfor Defendants Detroit, MI 48226-3506 Oakland (313) 465-7412 mhindelan honi an.com a auwels honi an.com aurbanic@honigman.com Attorneysfor Plaintifl Filing / for STIPULATED ORDER TRANSFERRING CASE TO WAYNE COUNTY CIRCUIT COURT Received At a session of Court held in the City of Pontiac, County of Oakland, State of Michigan, on 2/22/2021 PRESENT: Hon. 53m WA Kg [MAB Circuit Judge FILED This matter is before the Court on the stipulation of the parties. Plaintiff The Gretchen C. Valade Irrevocable Living Trust u/a/d January 15, 2009 (“Plaintiff") and Defendants David P. Sutherland, Law Offices of David P. Sutherland, P.L.C., Tuscola Energy, Inc., BP Pizzas, LLC, IMAGED DTS Pizza Napoli, LLC, 601 Piquette Holdings, LLC, Palms Land Co., LLC (collectively, “Defendants”) hereby stipulate to transfer this action to the Third Circuit Court, Wayne County, Michigan (the “Third Circuit Court”). In support, the parties state as follows: 1. On February 1, 2021, Plaintiff filed its complaint against Defendants in the Sixth Circuit Court, Oakland County, Michigan. 2. On February 16, 2021, Defendants filed a motion to transfer venue to the Third Circuit Court pursuant to MCR 2.223. The motion and supporting affidavit state that no Defendant conducts business in Oakland County as provided under MCL 600. 1621. 3. The parties agree that Wayne County, Michigan is a county in which venue would have been proper in the first instance and therefore agree to the transfer of this case to the Third Circuit Court. NOW THEREFORE, IT IS HEREBY ORDERED THAT: A. This action shall be transferred to the Third Circuit Court. B. Plaintiff shall pay the applicable statutory filing fee directly to the Third Circuit Court upon transfer and notice from the Third Circuit Court of the case number, the amount due, and the due date, as provided under MCR 2.223. C. The Clerk’s Office of this Court shall serve this order on the parties and send a copy to the Third Circuit Court. Funher, the Clerk’s Office shall prepare the case records for transfer and send them to the receiving court. D. Each party shall bear its own costs, expenses, and attorneys’ fees. IT IS SO ORDERED. /s/ Shalina Kumar CIRCUIT COURT JUDGE LL SHALINA KUMAR IMAGED Stipulated as to form and to substance: By: /s/ Andrew M. Pauwels By: /s/ James J. Sullivan (w/ germission) Michael P. Hindelang (P62900) James J. Sullivan (P38855) Andrew M. Pauwels (P79167) 1 Kercheval Avenue Alexa Urbanic (P83751) Grosse Pointe Farms, MI 48236 Honigman LLP (586) 772-0010 2290 First National Building iim@lawofficesullivan.com 660 Woodward Avenue Attorneyfor Defendants Detroit, MI 48226-3506 (313) 465-7412 mhindelan honi an.com a auwels honi an.com aurbanic@honigman.com Attorneysfor Plaintiff Dated: February 19, 2021 IMAGED STATE 0F MICHIGAN CERTIFICATION 0F RECORDS CASE NO. 21_186127_CZ 6th Judicial Circuit Court Address: 1200 N. Telegraph Road, Pontiac, MI 48341 Court telephone no. (248) 858-05 82 Plaintiff Defendant GRETCH EN VALADE V DAVID SUTHERLAND ATTESTATION OF CLERK/REGISTER I am the Clerk/Register of the court and I attest that: 1. I am the custodian of the records of the 6th Circuit Court. 2. I have compared the annexed copies of the entirefile from the above case with the originals on file and of record in this court, and I find the copies to be true copies of the whole of such originals. Date: 02/23/2021 /s/ Lisa Brown Signature of Clerk/Register Lisa Brown By: /s/N SOBOCINSKI Deputy Clerk/Register IMAGED This case has.n designated as an eFiling case. To r&w a copy of the ' Odfiim‘cm‘“ Eer-eFihfig—wai—wwweakgeweemfefihfig SIHATE 0F MICHIGAN CASE NO' NOTICE 0F ASSIGNMENT To THE 6 JUDICIAL CIRCUIT 2%;i186127-CB BUSINESS COURT COUNTY OF OAKLAND llnf‘: Court address ' VUU" IUIIPLIAE """' "—“‘ Court telephone no. 1200 N Telegraph Rd Pontiac, MI 48341 WARREN 248-858-0345 Plaintiff‘s name(s), address(es), and telephone number(s) Defendant’s name(s), address(es), and telephone number(s) The Gretchen C. Valade Inevocable Living Trust David P. Sutherland, Law Offices of v David P. Sutherland P.L.C., et a1 u/a/d January 15, 2009 Plaintiff’s attorney, bar no., address, telephone no., and email address Defendant’s attorney, bar no., address, telephone no., and email address Michael P. Hindelang (P62900) PM Honigman LLP 660 Woodward Ave., Suite 2290 4:09 Detroit, Ml 48226 313-465-7412 e-Mail: mhindelang@honigman.oom 2/1/2021 The E Plaintiff D Defendant requests assignment of the above captioned matter to the Business Court. The case qualifies for the Business Court and the matter should be identified as Business Court eligible pursuant to MCL 600.803 1, MCL 600.8035, and LAO 20l3-xx as indicated below. (Check all that apply.) Clerk The case is a qualifying business or commercial dispute as defined by MCL 600.8031(1)(c) as: D A11 of the parties are business enterprises; m One or more of the parties is a business enterprise and the other parties are its or their present or former owners, County managers, shareholders, members of a limited liability company or similar business organization, directors, officers, agents, employees, suppliers, guarantors of a commercial loan, or competitors, and the claims arise out of those relationships; Oakland D One of the parties governance, or finances. is a nonprofit organization and the claims arise out of that party’s organizational structure, The business or commercial dispute involves: Filing Thesale,merger,purchase,combination,dissolution,1iquidation,structure,governance,orfmancesofabusiness enterprise. D Information technology, sofiware, or website development, maintenance or hosting; for D The organization of business internal and or entities of the rights obligations shareholders, partners, members, owners, officers, directors, or managers; Received D Contractual agreements or other business dealings, including licensing, trade secret, intellectual pr0pcrty, antitrust, securities, noncompete, nonsolicitation, and confidentiality agreements if all available administrative remedies are completely exhausted, including, but not limited to, alternative dispute resolution processes prescribed in the agreements; a Commercial including commercial bank transactions, transactions; FILED D Business or commercial insurance and/or policies; D Commercial real property. D Othel'2(Please explain) February 2021 ls/ Michael P. Hindelang 1, Date Name Attorney for: Plaintiff ocnc 01 (10/17) NOTICE 0F ASSIGNMENT TO THE BUSINESS COURT IMAGED This cages been designated as an eFiIing cas’l’o review a copy of the Notice of Mandatory eFifing visit www.oakgov.com/efiling. STATE OF MICHIGAN IN THE CIRCUIT COURT FOR THE OAKLAND COUNTY BUSINESS COURT 2021-186127-CB The Gretchen C. Valade Inevocable Living Trust JUDGE MICHAEL WARREN u/a/d January 15, 2009, Plaintiff, Civil Action No. vs. H011. David P. Sutherland, Law Offices of David P. COMPLAINT Sutherland, P.L.C., Tuscola Energy, Inc., BP Pizzas, LLC, DTS Pizza Napoli, LLC, 601 Piquette Holdings, LLC, Palms Land Co., LLC, Defendants. Michael P. Hindelang (P62900) Andrew M. Pauwels (P79167) Alexa Urbanic (P83751) Honigman LLP 2290 First National Building 660 Woodward Avenue Detroit, MI 48226-3506 313.465.7412 Attorneys for Plaintiff There is no other pending or resolved civil action arising out of the transaction or occurrence alleged in this Complaint. /s/ Michael P. Hindelang Michael P. Hindelang (P62900) This case meets the statutory requirements to be assigned to the business court. /s/ Michael P. Hindelang Michael P. Hindelang (P62900) 379099564 IMAGED C OMPLAINT Preliminafl Statement 1. Defendant Sutherland spent years as the trusted advisor to, and trustee of, Plaintiff Trust. Afier establishing himself in this position of trust, Sutherland embarked on a campaign of divening Trust assets to his own use, treating the Trust as his own personal piggy bank in clear violation of his contractual and fiduciary duties. He lent himself over $7.7 million. He lent a business of which he was a 50% owner over $7.6 million. And he repeatedly wrote checks to his own businesses directly from Trust accounts, even though the Trust had no involvement with those defendant businesses. Compounding those actions, Sutherland caused the Trust to borrow money at market interest rates in order to lend it to him and his affiliates at below-market interest rates. Now, Sutherland is unable or unwilling to repay the monies he has borrowed, and the Trust has been otherwise damaged by his behavior. The Parties, Jurisdiction, and Venue 2. Plaintiff the Gretchen C. Valade Inevocable Living Trust dated January 15, 2009 (the “Trust”) is an irrevocable trust created under Michigan law. 3. The tmstee of the Trust, Plante Moran Trust (“PMT”), is headquartered in the City of Southfield, Oakland County, Michigan. 4. Defendant David P. Sutherland is, upon information and belief, a resident of Wayne County, Michigan who conducts business in Oakland County, Michigan. 5. Defendant Law Offices of David P. Sutherland (“LODPS”) is a Michigan limited liability company headquartered in Wayne County, Michigan that conducts business in Oakland County, Michigan. 6. Defendant Tuscola Energy, Inc. (“Tuscola”) is, upon information and belief, a Michigan corporation headquartered in Tuscola County, Michigan. 2 37909956.4 IMAGED 7. Defendant BP Pizzas, LLC (“BP”) is, upon information and belief, a Michigan limited liability company headquartered in Wayne County, Michigan. 8. Defendant DTS Pizza Napoli (“Napoli”) is, upon information and belief, a Michigan limited partnership headquartered in Wayne County, Michigan. 9. Defendant 601 Piquette Holdings, LLC (“Piquette”) is, upon information and belief, a Michigan limited liability company headquartered in Wayne County, Michigan. 10. Defendant Palms Land Co., LLC (“Palms”) is, upon information and belief, a Michigan limited liability company headqualtered in Wayne County, Michigan. 11. Venue is proper in this county. 12. This matter involves claims in excess of $25,000.00 and jurisdiction is otherwise proper in this County. 13. This matter satisfies the requirements for assignment to the Business Court. General Allegations 14. Sutherland held multiple roles with the Trust, serving as its trustee, as its attorney, and as its common law fiduciary. 15. The Trust reposed its faith, confidence, and trust in Sutherland. 16. The Trust was reliant on Sutherland’s judgment and advice. 17. As an attomey, Sutherland served as counsel for the Trust. 18. As trustee, Sutherland owed a fiduciary duty to the Trust. 19. As a common law fiduciary, Sutherland owed a fiduciary duty to the Trust. The 2009 Trust 20. The Trust was created in 2009 for the purpose of providing for life insurance proceeds to be distdbuted to a single beneficiary, Thomas Robinson. 37909956.4 IMAGED 21. Sutherland was duly appointed as trustee of the Trust upon its creation. 22. Sutherland served as trustee until being removed by the settlor in August, 2020. 23. In 2018, Sutherland exercised his power as trustee to provide that Trust assets beyond the net life insurance proceeds would go to a charitable endowment. 24. The endowment, created and funded to provide support for various charitable and cultural institutions in Metro Detroit, would have been controlled by Sutherland. 25. During his time as trustee, Sutherland exercised exclusive control over the investments made by the Trust. 26. During his time as trustee, Sutherland exercised exclusive control over the bank accounts and other assets of the Trust. 27. Sutherland entered into a series of real estate transactions in the name of the Trust. 28. Sutherland entered into multiple transactions through which the Trust borrowed millions of dollars fiom various lenders. 29. Sutherland entered into multiple transactions through which the Trust lent millions of dollars to various borrowers, including himself and his own companies, as set forth below. 30. The Trust document, which is in the possession of defendant Sutherland, prohibits Sutherland from using Trust assets to discharge his personal legal obligations unless he seeks the appointment and approval of an independent co-Trustee. 31. During his time as trustee, Sutherland did not seek the appointment of an independent co-Trustee. 32. At all times when he was Trustee, Sutherland also served as legal counsel to the Trust. 379099564 IMAGED 33. Upon information and belief, during his time as trustee, Sutherland did not seek independent legal counsel for the Trust. The Loans 34. Sutherland used Trust assets for his personal benefit. 35. Sutherland did not disclose the related nature of transactions he entered into with the Trust. 36. Sutherland did not obtain independent legal counsel to review the transactions he entered into with the Trust. 37. Sutherland lent Trust assets to himself (the “Sutherland Loan”). 38. When it was documented, the Sutherland Loan was limited on its face to $5 million. The terms of the Sutherland Loan are set forth in the Sutherland Loan Note (the “Sutherland Note”), a copy of which is in the possession of Defendant Sutherland. 39. Notwithstanding this limitation, Sutherland lent himself over $7.7 million of Trust assets. 40. Sutherland charged himself a below market interest rate of 0.75% on this Loan. 41. The Sutherland Loan matured on September 1, 2019. 42. Sutherland made no efforts to collect interest due to the Trust on the Sutherland Loan. 43. Sutherland made no efforts to collect principal amounts due to the Trust on the Sutherland Loan. 44. Sutherland did not disclose the Sutherland Loan until afier he was removed as trustee. 37909956.4 IMAGED 45. Sutherland lent Trust assets to an entity of which he was a 50% member (the “Affiliate Loan”). 46. Sutherland did not document the Affiliate Loan until afier he had started transferring Trust assets. 47. When it was documented, the Affiliate Loan was limited on its face to $5 million. 48. Notwithstanding this limitation, Sutherland lent his affiliate over $7.6 million of Trust assets. 49. Sutherland charged his affiliate a below market interest rate of 0.96%. 50. The Affiliate Loan matured on September l, 2020. 5 1. Sutherland made no efforts to collect interest due to the Trust on the Affiliate Loan. 52. Sutherland made no efforts to collect principal due to the Trust on the Afiiliate Loan. 53. Sutherland did not disclose the Affiliate Loan until afier he was removed as Trustee. 54. Sutherland lent over $5 million of Trust assets to a business of which he was the manager and fiom which he received management fees (the “Investment Loan”). 55. Sutherland did not document the Investment Loan. 56. Upon information and belief, Sutherland did not establish any interest rate on the Investment Loan. 57. Upon infomation and belief, Sutherland did not collect any interest or principal on the Investment Loan. 58. However, the Trust did not have sufficient cash to make any of these various loans, so Sutherland caused the Trust to borrow the funds he lent out. These borrowings were made fiom various financial institutions at market interest rates. 37909956.4 IMAGED 59. The Trust lent the funds to Sutherland and his entities at no or extremely low interest rates while paying substantially higher interest rates on the funds he caused it to borrow. These borrowings by the Trust were used either to fund the loans to himself and his related entities, or to provide liquidity while avoiding collecting interest and principal on the loans fiom Sutherland and his related entities, or both. The Defendant Entities 60. BP is a Michigan LLC. Sutherland acts as the authorized agent of BP and is, upon information and belief, a member. 61. Palms is a Michigan LLC. Sutherland is, upon information and belief, the registered agent, manager, and member of Palms. 62. Tuscola is a Michigan corporation. Sutherland is, upon information and belief, associated with Tuscola, including serving as chairman of Tuscola. 63. Napoli is a Michigan limited partnership. Sutherland is its registered agent and, upon information and belief, a partner in the partnership. 64. Piquette is a Michigan LLC. Sutherland is its registered agent and its manager. Upon information and belief, Sutherland is also a member. 65. LODPS is a Michigan LLC. Sutherland is its registered agent and its manager. Upon information and belief, Sutherland is also a member. 66. While Sutherland served as legal counsel to the Trust, his engagement letter was through another law firm of which he is a member, and there is no engagement of which the Trust is aware with LODPS. 67. Sutherland wrote checks out of the account of the Trust to each of the Defendant Entities, totaling in excess of $2.7 million. 37909956.4 IMAGED 68. None of the Defendant Entities had any dealings with the Trust. 69. Upon information and belief, the checks wn'tten to the Defendant Entities out ofthe Trust assets were for the benefit of Sutherland and/or to satisfy Sutherland’s personal obligations. 70. No benefit was conferred upon the Trust as a result of these transfers. 71. Upon information and belief, each of the Defendant Entities received and retained assets belonging to the Trust. 72. Upon information and belief, each of the Defendant Entities was aware that it had no business dealings with the Trust and no basis to retain funds belonging to the Trust. 73. There is no equitable basis for the Defendant Entities to retain the Trust funds. The Imgact on the Trust 74. The actions above resulted in tens of millions of dollars of Trust assets being used for the personal benefit of Sutherland and/or his affiliates. 75. The Defendant Entities received funds belonging to the Trust to which they had no entitlement and for which the Trust received no benefit. 76. The Trust did not receive market interest on the loans. 77. The Trust incurred unnecessary borrowing costs and interest as a result of Sutherland’s actions. COUNT I — BREACH OF CONTRACT 78. Plaintiff incorporates the allegations of Paragraphs 1 through 77 as though fully set forth herein. 79. The Sutherland Note is a valid contract between the Trust and Sutherland. 80. The Trust demanded repayment of the Note on October 10, 2020. 37909956.4 IMAGED 8 1. Payment is due under the Note. 82. Sutherland has failed to make payment as required by the Note. 83. Sutherland has made a single partial payment on the Note, and there is currently over $7.2 million due and owing on the Note. 84. Sutherland’s actions as set fonh above constitute breach of contract. 85. The Trust has suffered damages as a result of Sutherland’s actions. WHEREFORE, the Trust respectfully requests that the Court enter judgment in its favor, and award the Trust its damages, including interest, costs, and attomeys’ fees, as well as such other relief in its favor as the Court deems appropriate. COUNT II — BREACH 0F FIDUCIARY DUTY 86. Plaintiff incorporates the allegations of Paragraphs 1 through 85 as though fully set forth herein. 87. Sutherland owed fiduciary duties to the Trust as a matter of law. 88. By the actions set forth above, Sutherland breached those fiduciary duties. 89. The Trust was damaged as a result of those breaches of fiduciary duties. WHEREFORE, the Trust respectfully requests that the Court enter judgment in its favor, and award the Trust its damages, including interest, costs, and attomeys’ fees, as well as such other relief in its favor as the Court deems appropriate. COUNT III — BREACH OF COMMON LAW FIDUCIARY DUTY 90. Plaintiff incorporates the allegations of Paragraphs 1 through 89 as though fully set forth herein. 379099564 IMAGED 91. The Trust reposited its trust, confidence, and reliance on Sutherland. 92. As such, Sutherland incurred common law fiduciary duties to the Trust. 93. By the actions set forth above, Sutherland breached those duties. 94. The Trust was damaged as a results of those breaches of fiduciary duties. WHEREFORE, the Trust respectfully requests that the Court enter judgment in its favor, and award the Trust its damages, including interest, costs, and attorneys’ fees, as well as such other relief in its favor as the Court deems appropriate. COUNT IV UNJUST ENRICHMENT — SUTHERLAND —- 95. Plaintiff incorporates the allegations of Paragraphs 1 through 94 as though fully set forth herein. 96. Sutherland received benefits as a result of the Sutherland Loan. 97. Sutherland received benefits as a result of the Affiliate Loan. 98. Sutherland received benefits as a result of the Investment Loan. 99. Sutherland received benefits as a result of the transfers to the Defendant Entities. 100. Sutherland was not entitled to any of these benefits. 101. Each of these benefits to Sutherland was to the detriment of the Trust. 102. It would be inequitable for Sutherland to retain the benefits of these transactions. WHEREFORE, the Trust respectfully requests that the Court enter judgment in its favor, impose a constructive trust over the amounts transferred by Sutherland, and award the Trust its damages including interest, costs, and attomeys’ fees, as well as such other relief in its favor as the Court deems appropriate. 10 37909956.4 IMAGED COUNT V - UNJUST ENRICHMENT — DEFENDANT ENTITIES 103. Plaintiff incorporates the allegations of Paragraphs 1 through 102 as though fully set forth herein. 104. Each of the Defendant Entities received benefits as a result of the transfers to them. 105. The Defendant Entities were not entitled to these benefits. 106. Each of these benefits was to the detriment of the Trust. 107. It would be inequitable for the Defendant Entities to retain the benefits of these transactions. 108. The Trust has no adequate remedy at law as to the Defendant Entities. WHEREFORE, the Trust respectfully requests that the Court enter judgment in its favor, impose a constructive trust over the amounts transferred to the Defendant Entities, and award the Trust its damages, including