Free Answer to Amended Complaint - District Court of Arizona - Arizona

1 Joseph E. Mais (#005470) C. Mark Kittredge (#013907) 2 Scott S. Minder (#023367) 3 PERKINS COIE BROWN & BAIN P.A. 2901 North Central Avenue 4 Post Office Box 400 Phoenix, Arizona 85001-0400 5 (602) 351-8000 6 [email protected] [email protected] 7 [email protected] 8 Attorneys for Defendants Greystone Servicing 9 Corporation, Inc., Greystone Arizona REO, L.L.C., and Greystone & Company, Inc. 10 11 12 13 14 15 16 v. Plaintiff, ANSWER AND CROSS-CLAIMS - AND ­ DEMAND FOR JURY TRIAL UNITED STATES DISTRICT COURT DISTRICT OF ARIZONA Humphreys & Partners Architects, L.P., No. 03-0169 PHX SMM

17 George F. Tibsherany, Inc., et al. 18 19 20 21 22 AND RELATED CASES. Answer Defendants.

Defendants Greystone Servicing Corporation, Inc., Greystone Arizona REO,

23 L.L.C., and Greystone & Company, Inc. (collectively, the "Greystone entities") answer 24 Plaintiff's Second Amended Complaint as follows: 25 1.

The Greystone entities lack knowledge or information sufficient to form a

26 belief as to the allegations of paragraph 1, and on that basis deny such allegations. 27 2. The Greystone entities lack knowledge or information sufficient to form a

28 belief as to the allegations of paragraph 2, and on that basis deny such allegations.
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3.

The Greystone entities lack knowledge or information sufficient to form a

belief as to the allegations of paragraph 3, and on that basis deny such allegations. 4. The Greystone entities lack knowledge or information sufficient to form a

belief as to the allegations of paragraph 4, and on that basis deny such allegations. 5. The Greystone entities lack knowledge or information sufficient to form a

belief as to the allegations of paragraph 5, and on that basis deny such allegations. 6. The Greystone entities lack knowledge or information sufficient to form a

belief as to the allegations of paragraph 6, and on that basis deny such allegations. 7. The Greystone entities lack knowledge or information sufficient to form a

belief as to the allegations of paragraph 7, and on that basis deny such allegations. 8. The Greystone entities lack knowledge or information sufficient to form a

belief as to the allegations of paragraph 8, and on that basis deny such allegations. 9. The Greystone entities lack knowledge or information sufficient to form a

belief as to the allegations of paragraph 9, and on that basis deny such allegations. 10. The Greystone entities lack knowledge or information sufficient to form a

belief as to the allegations of paragraph 10, and on that basis deny such allegations. 11. The Greystone entities lack knowledge or information sufficient to form a

belief as to the allegations of paragraph 11, and on that basis deny such allegations. 12. The Greystone entities lack knowledge or information sufficient to form a

belief as to the allegations of paragraph 12, and on that basis deny such allegations. 13. The Greystone entities lack knowledge or information sufficient to form a

belief as to the allegations of paragraph 13, and on that basis deny such allegations. 14. The Greystone entities admit that Greystone Servicing Corporation, Inc. is

incorporated in Georgia, but deny that its principal place of business is Atlanta, Georgia. The Greystone entities admit the remaining allegations of paragraph 14. 15. The Greystone entities deny that Greystone Arizona REO, L.L.C. is an The Greystone entities admit the remaining allegations of

Arizona corporation. paragraph 15.

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16.

The Greystone entities lack knowledge or information sufficient to form a

belief as to the allegations of paragraph 16, and on that basis deny such allegations. 17. The Greystone entities admit the allegations of the first sentence of

paragraph 17. The Greystone entities deny the remaining allegations of paragraph 17. 18. required. 19. required. 20. The Greystone entities lack knowledge or information sufficient to form a Paragraph 19 is a legal conclusion for which no responsive pleading is Paragraph 18 is a legal conclusion for which no responsive pleading is

belief as to the allegations of paragraph 20, and on that basis deny such allegations. 21. The Greystone entities lack knowledge or information sufficient to form a

belief as to the allegations of paragraph 21, and on that basis deny such allegations. 22. The Greystone entities lack knowledge or information sufficient to form a

belief as to the allegations of paragraph 22, and on that basis deny such allegations. 23. The Greystone entities lack knowledge or information sufficient to form a

belief as to the allegations of paragraph 23, and on that basis deny such allegations. 24. The Greystone entities lack knowledge or information sufficient to form a

belief as to the allegations of paragraph 24, and on that basis deny such allegations. 25. The Greystone entities lack knowledge or information sufficient to form a

belief as to the allegations of paragraph 25, and on that basis deny such allegations. 26. The Greystone entities lack knowledge or information sufficient to form a

belief as to the allegations of paragraph 26, and on that basis deny such allegations. 27. The Greystone entities lack knowledge or information sufficient to form a

belief as to the allegations of paragraph 27, and on that basis deny such allegations. 28. The Greystone entities lack knowledge or information sufficient to form a

belief as to the allegations of paragraph 28, and on that basis deny such allegations. 29. The Greystone entities lack knowledge or information sufficient to form a

belief as to the allegations of paragraph 29, and on that basis deny such allegations.
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30.

The Greystone entities lack knowledge or information sufficient to form a

belief as to the allegations of paragraph 30, and on that basis deny such allegations. 31. The Greystone entities lack knowledge or information sufficient to form a

belief as to the allegations of paragraph 31, and on that basis deny such allegations. 32. The Greystone entities lack knowledge or information sufficient to form a

belief as to the allegations of paragraph 32, and on that basis deny such allegations. 33. The Greystone entities lack knowledge or information sufficient to form a

belief as to the allegations of paragraph 33, and on that basis deny such allegations. 34. The Greystone entities lack knowledge or information sufficient to form a

belief as to the allegations of paragraph 34, and on that basis deny such allegations. 35. The Greystone entities lack knowledge or information sufficient to form a

belief as to the allegations of paragraph 35, and on that basis deny such allegations. 36. The Greystone entities lack knowledge or information sufficient to form a

belief as to the allegations of paragraph 36, and on that basis deny such allegations. 37. The Greystone entities lack knowledge or information sufficient to form a

belief as to the allegations of paragraph 37, and on that basis deny such allegations. 38. The Greystone entities lack knowledge or information sufficient to form a

belief as to the allegations of paragraph 38, and on that basis deny such allegations. 39. The Greystone entities lack knowledge or information sufficient to form a

belief as to the allegations of paragraph 39, and on that basis deny such allegations. 40. The Greystone entities lack knowledge or information sufficient to form a

belief as to the allegations of paragraph 40, and on that basis deny such allegations. 41. The Greystone entities lack knowledge or information sufficient to form a

belief as to the allegations of paragraph 41, and on that basis deny such allegations. 42. The Greystone entities lack knowledge or information sufficient to form a

belief as to the allegations of paragraph 42, and on that basis deny such allegations. 43. The Greystone entities lack knowledge or information sufficient to form a

belief as to the allegations of paragraph 43, and on that basis deny such allegations.
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44.

The Greystone entities lack knowledge or information sufficient to form a

belief as to the allegations of paragraph 44, and on that basis deny such allegations. 45. The Greystone entities lack knowledge or information sufficient to form a

belief as to the allegations of paragraph 45, and on that basis deny such allegations. 46. The Greystone entities lack knowledge or information sufficient to form a

belief as to the allegations of paragraph 46, and on that basis deny such allegations. 47. The Greystone entities lack knowledge or information sufficient to form a

belief as to the allegations of paragraph 47, and on that basis deny such allegations. 48. The Greystone entities lack knowledge or information sufficient to form a

belief as to the allegations of paragraph 48, and on that basis deny such allegations. 49. The Greystone entities lack knowledge or information sufficient to form a

belief as to the allegations of paragraph 49, and on that basis deny such allegations. 50. The Greystone entities lack knowledge or information sufficient to form a

belief as to the allegations of paragraph 50, and on that basis deny such allegations. 51. The Greystone entities lack knowledge or information sufficient to form a

belief as to the allegations of paragraph 51, and on that basis deny such allegations. 52. The Greystone entities lack knowledge or information sufficient to form a

belief as to the allegations of paragraph 52, and on that basis deny such allegations. 53. The Greystone entities deny the allegations of the first sentence of The remainder of paragraph 53 is a legal conclusion for which no

paragraph 53.

responsive pleading is required. 54. The Greystone entities lack knowledge or information sufficient to form a

belief as to the allegations of paragraph 54, and on that basis deny such allegations. 55. The Greystone entities lack knowledge or information sufficient to form a

belief as to the allegations of paragraph 55, and on that basis deny such allegations. 56. The Greystone entities lack knowledge or information sufficient to form a

belief as to the allegations of paragraph 56, and on that basis deny such allegations.

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57.

The Greystone entities admit that Greystone Arizona obtained title to the

Villas at Augusta Ranch from Tegan and then transferred it to ARV. The Greystone entities deny the remaining allegations of paragraph 57. 58. The Greystone entities admit that Greystone Servicing Corporation, Inc.

acquired the mortgagee and servicing rights to the FHA-insured loan secured by a first lien on an apartment complex known as Villas at Augusta Ranch in December 2004. The Greystone entities deny the remaining allegations of paragraph 58. 59. 60. 61. The Greystone entities deny the allegations of paragraph 59. The Greystone entities deny the allegations of paragraph 60. The Greystone entities lack knowledge or information sufficient to form a

belief as to the allegations of paragraph 61, and on that basis deny such allegations. 62. The Greystone entities lack knowledge or information sufficient to form a

belief as to the allegations of paragraph 62, and on that basis deny such allegations. 63. The Greystone entities incorporate their answers to paragraphs 1 through 44

as though fully set forth herein. 64. The Greystone entities lack knowledge or information sufficient to form a

belief as to the allegations of paragraph 64, and on that basis deny such allegations. 65. The Greystone entities lack knowledge or information sufficient to form a

belief as to the allegations of paragraph 65, and on that basis deny such allegations. 66. The Greystone entities lack knowledge or information sufficient to form a

belief as to the allegations of paragraph 66, and on that basis deny such allegations. 67. The Greystone entities lack knowledge or information sufficient to form a

belief as to the allegations of paragraph 67, and on that basis deny such allegations. 68. The Greystone entities lack knowledge or information sufficient to form a

belief as to the allegations of paragraph 68, and on that basis deny such allegations. 69. The Greystone entities lack knowledge or information sufficient to form a

belief as to the allegations of paragraph 69, and on that basis deny such allegations.

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70.

The Greystone entities lack knowledge or information sufficient to form a

belief as to the allegations of paragraph 70, and on that basis deny such allegations. 71. The Greystone entities lack knowledge or information sufficient to form a

belief as to the allegations of paragraph 71, and on that basis deny such allegations. 72. The Greystone entities lack knowledge or information sufficient to form a

belief as to the allegations of paragraph 72, and on that basis deny such allegations. 73. required. 74. The Greystone entities incorporate their answers to paragraphs 1 through 34 Paragraph 73 is a legal conclusion for which no responsive pleading is

and 45 through 62 as though fully set forth herein. 75. The Greystone entities lack knowledge or information sufficient to form a

belief as to the allegations of paragraph 75, and on that basis deny such allegations. 76. The Greystone entities lack knowledge or information sufficient to form a

belief as to the allegations of paragraph 76, and on that basis deny such allegations. 77. The Greystone entities lack knowledge or information sufficient to form a

belief as to the allegations of paragraph 77, and on that basis deny such allegations. 78. The Greystone entities lack knowledge or information sufficient to form a

belief as to the allegations of paragraph 78, and on that basis deny such allegations. 79. The Greystone entities lack knowledge or information sufficient to form a

belief as to the allegations of paragraph 79, and on that basis deny such allegations. 80. Paragraph 80 is a legal conclusion for which no responsive pleading is

required. To the extent that paragraph 80 is not a legal conclusion, the Greystone entities deny the allegations of paragraph 80. 81. 82. The Greystone entities deny the allegations of paragraph 81. Paragraph 82 is a legal conclusion for which no responsive pleading is

required. To the extent that paragraph 82 is not a legal conclusion, the Greystone entities deny the allegations of paragraph 82.

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83.

Paragraph 83 is a legal conclusion for which no responsive pleading is

required. To the extent that paragraph 83 is not a legal conclusion, the Greystone entities deny the allegations of paragraph 83. 84. Paragraph 84 is a legal conclusion for which no responsive pleading is

required. To the extent that paragraph 84 is not a legal conclusion, the Greystone entities deny the allegations of paragraph 84. 85. 86. 87. 88. The Greystone entities deny the allegations of paragraph 85. The Greystone entities deny the allegations of paragraph 86. The Greystone entities deny the allegations of paragraph 87. The Greystone entities lack knowledge or information sufficient to form a

belief as to the allegations of paragraph 88, and on that basis deny such allegations. 89. 90. 91. The Greystone entities deny the allegations of paragraph 89. The Greystone entities deny the allegations of paragraph 90. The Greystone entities lack knowledge or information sufficient to form a

belief as to the allegations of paragraph 91, and on that basis deny such allegations. 92. 93. The Greystone entities deny the allegations of paragraph 92. The Greystone entities lack knowledge or information sufficient to form a

belief as to the allegations of paragraph 93, and on that basis deny such allegations. 94. 95. No response is required for paragraph 94. The Greystone entities deny all allegations not specifically admitted herein. Defenses 1. Plaintiff's complaint fails to state a claim upon which relief can be granted The Greystone entities' respective actions are protected by 17 U.S.C. § 109. The Greystone entities' respective actions are permitted by implied license. Plaintiff's Complaint is barred under the doctrine of laches, unclean hands,

against any of the Greystone entities. 2. 3. 4.

waiver, acquiescence, and/or estoppel.

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5.

Plaintiff's asserted works are not entitled to copyright protection to the Plaintiff's Complaint is barred to the extent that it derives from Plaintiff's Complaint is barred to the extent that Plaintiff failed to acquire Plaintiff's alleged damages, if any, were proximately caused or contributed Plaintiff's alleged damages, if any, are not "profits attributable to the Plaintiff's Complaint is barred under Arizona recording laws. Relief Requested on Complaint

extent they belong to the public domain and/or constitute uncopyrightable subject matter. 6.

misrepresentations made to the Copyright Office. 7.

valid copyright registrations for the asserted works. 8.

to by the negligence, wrongdoing, and/or malfeasance of other parties. 9. infringement" under 17 U.S.C. § 504(b). 10.

The Greystone entities respectively request judgment in their favor: A. B. Denying Plaintiff's claims in their entirety; Awarding the Greystone entities their attorneys' fees and costs to the full

extent permitted by applicable law; and C. Awarding the Greystone entities such other and further relief as the Court

may deem proper. Cross-Claims of the Greystone Entities Arizona REO, L.L.C. and Greystone & Company, Inc. (collectively the "Greystone Greystone Servicing Corporation, Inc. ("Greystone Servicing"), Greystone

entities") cross-claim against Defendants George F. Tibsherany, Inc. and George F. Andrew Welch ("Welch") as follows: 1.

Tibsherany (collectively, "Tibsherany"), Tegan Communities, Inc. ("Tegan"), and

Greystone Servicing is a Georgia corporation with its principal place of

business in Warrenton, Virginia. 2. Greystone Arizona REO, L.L.C. is an Arizona corporation with its principal

place of business in Phoenix, Arizona.
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3.

Greystone & Company, Inc. is a Delaware corporation with its principal

place of business in New York, New York. 4. On information and belief, George F. Tibsherany, Inc. is an Arizona

corporation with its principal place of business in Scottsdale, Arizona. 5. On information and belief, George F. Tibsherany is an individual residing

in Scottsdale, Arizona. 6. On information and belief, Tegan is an Arizona corporation with its

principal place of business in Scottsdale, Arizona. 7. Arizona. 8. By October 31, 2005, Tegan was in default on its loan that had been On information and belief, Welch is an individual residing in Scottsdale,

acquired by Greystone Servicing related to the Villas at Augusta Ranch. 9. On or about October 31, 2005, Greystone Servicing and Tegan entered into

an Agreement entitled Settlement Agreement. 10. On or about October 31, 2005, Greystone Servicing and Tegan entered into

an Agreement entitled Agreement for Deed in Lieu of Foreclosure. 11. Under the Settlement Agreement and Agreement for Deed in Lieu of

Foreclosure, Tegan provided a deed in lieu of foreclosure to Greystone Servicing's nominee, resulting in the ultimate transfer of title in the Villas at Augusta Ranch to Augusta Ranch Venture, L.L.C. COUNT I (Indemnity) 12. Greystone Servicing incorporates by reference the allegations contained in

paragraphs 1-11 of the Cross-Claims as though fully set forth herein. 13. The Settlement Agreement provides in pertinent part that the Borrower

(Tegan) will indemnify and hold harmless Greystone Servicing from certain categories of claims and lawsuits.

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14.

The scope of the foregoing portion of the Settlement Agreement imposes

on Tegan an obligation to indemnify Defendant Greystone Servicing from and against any loss, damage, liability, obligation, judgment, suit, demand, penalty, fee, cost and expense, including attorneys' fees and costs, incurred on account of or directly or indirectly arising out of Tegan's alleged infringement in the sale or creation of the Villas at Augusta Ranch. 15. The scope of the foregoing portion of the Settlement Agreement imposes

on Tegan an obligation to indemnify Defendant Greystone Servicing from and against any loss, damage, liability, obligation, judgment, suit, demand, penalty, fee, cost and expense, including attorneys' fees and costs, incurred on account of or directly or indirectly arising out of any restriction placed on Tegan in the sale of the Villas at Augusta Ranch. 16. The scope of the foregoing portion of the Settlement Agreement imposes

on Tegan an obligation to indemnify Defendant Greystone Servicing from and against any loss, damage, liability, obligation, judgment, suit, demand, penalty, fee, cost and expense, including attorneys' fees and costs, incurred on account of or directly or indirectly arising out of any failure of the Property to comply with all laws. 17. The scope of the foregoing portion of the Settlement Agreement imposes

on Tegan an obligation to indemnify Defendant Greystone Servicing from and against any loss, damage, liability, obligation, judgment, suit, demand, penalty, fee, cost and expense, including attorneys' fees and costs, incurred on account of or directly or indirectly arising out of any actions, suits, proceedings, or investigations pending or threatened related to the Property. 18. The scope of the foregoing portion of the Settlement Agreement imposes

on Tegan an obligation to indemnify Defendant Greystone Servicing from and against any loss, damage, liability, obligation, judgment, suit, demand, penalty, fee, cost and expense, including attorneys' fees and costs, incurred on account of or directly or

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indirectly arising out of Tegan's ownership of anything less than the entirety of any Intangible Assets or Rents. 19. The scope of the foregoing portion of the Settlement Agreement imposes

on Tegan an obligation to indemnify Defendant Greystone Servicing from and against any loss, damage, liability, obligation, judgment, suit, demand, penalty, fee, cost and expense, including attorneys' fees and costs, incurred on account of or directly or indirectly arising out of Tegan's ownership of anything less than the absolute and unconditional title to the Property. 20. The Agreement for Deed in Lieu of Foreclosure provides in pertinent part

that the Borrower (Tegan) will indemnify and hold harmless Greystone Servicing from certain categories of claims and lawsuits. 21. The scope of the foregoing portion of the Agreement for Deed in Lieu of

Foreclosure imposes on Tegan an obligation to indemnify Defendant Greystone Servicing for, from and against any losses, damages or expenses (including attorneys' fees and court costs) pertaining to claims arising out of the Property, and arising from events that occurred prior to the date of Closing, related to pending or threatened actions, suit, or proceedings. 22. The scope of the foregoing portion of the Agreement for Deed in Lieu of

Foreclosure imposes on Tegan an obligation to indemnify Defendant Greystone Servicing for, from and against any losses, damages or expenses (including attorneys' fees and court costs) pertaining to claims arising out of the Property, and arising from events that occurred prior to the date of Closing, related to any misleading representation or statement contained in the Agreement for Deed in Lieu of Foreclosure. 23. The scope of the foregoing portion of the Agreement for Deed in Lieu of

Foreclosure imposes on Tegan an obligation to indemnify Defendant Greystone Servicing for, from and against any losses, damages or expenses (including attorneys' fees and court costs) pertaining to claims arising out of the Property, and arising from events that

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occurred prior to the date of Closing, related to Borrower's ownership of fee simple absolute in and to the Property. 24. Greystone Servicing is entitled to a judgment in its favor for

indemnification plus interest as well as costs and fees incurred herein to indemnify Greystone and hold them harmless from future losses, costs, expenses, and fees. COUNT II (Breach of Contract) 25. Greystone Servicing incorporates by reference the allegations contained in

paragraphs 1-24 of the Cross-Claims as though fully set forth herein. 26. Under the Settlement Agreement, Tegan expressly or impliedly warranted

or represented that the Transaction (as defined in the Settlement Agreement) would transfer quiet possession and marketable title as normally contemplated in real estate transactions. 27. Under the Settlement Agreement, Tegan expressly warranted or represented

that Tegan was not prohibited or restricted from selling the Villas at Augusta Ranch. 28. Under the Settlement Agreement, Tegan expressly warranted or represented

that the Property complied with all laws. 29. Under the Settlement Agreement, Tegan expressly warranted or represented

that no actions, suits, proceedings, or investigations related to the Property were pending or threatened. 30. Under the Settlement Agreement, Tegan expressly warranted or represented

that Tegan owned all Intangible Assets or Rents related to the Property. 31. Under the Settlement Agreement, Tegan expressly warranted or represented

that Tegan owned absolute and unconditional title to the Property. 32. Under the Agreement for Deed in Lieu of Foreclosure, Tegan expressly

warranted or represented that no actions, suit, or proceedings related to the Property were pending or threatened.

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33.

Under the Agreement for Deed in Lieu of Foreclosure Tegan expressly

warranted or represented that Tegan made no misleading representation or statement in the Agreement for Deed in Lieu of Foreclosure. 34. Under the Agreement for Deed in Lieu of Foreclosure Tegan expressly

warranted or represented that Tegan owned a fee simple absolute in and to the Property. 35. In the event that Plaintiff is able to establish that Tegan infringed any of the

copyrighted works of Plaintiff and that Plaintiff is entitled to the monetary or other relief that it seeks, then Tegan will have breached its express or implied warranties or representations. 36. As a direct and proximate result of this breach, Greystone Servicing has been named as a party to this litigation, has incurred attorney's fees and costs, and has otherwise been damaged. 37. As a direct and proximate result of this breach, Greystone Servicing may be

required to pay damages or other compensation to Plaintiff. COUNT III (Common Law Indemnity) 38. The Greystone entities incorporate by reference the allegations contained in

paragraphs 1-38 of the Cross-Claims as though fully set forth herein. 39. In the event that Plaintiff is able to establish that Tibsherany, Tegan, and/or

Welch infringed any of the copyrighted works of Plaintiff and that Plaintiff is entitled to the monetary or other relief that it seeks, then Tibsherany, Tegan, and/or Welch will be liable to Plaintiff. 40. In the event that Plaintiff is able to establish that any of the Greystone

entities infringed any of the copyrighted works of Plaintiff and that Plaintiff is entitled to the monetary or other relief that it seeks, then those Greystone entities will have discharged a legal obligation to Plaintiff for liability created by Tibsherany, Tegan and/or Welch.

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41.

Tegan's alleged infringement, and/or Welch's alleged infringement, the Greystone

As a direct and proximate result of Tibsherany's alleged infringement,

entities have been named as a party to this litigation, have incurred attorney's fees and costs, and have otherwise been damaged. 42. Tegan's alleged infringement, and/or Welch's alleged infringement, the Greystone entities may be required to pay damages or other compensation to Plaintiff. 43. As between any of the Greystone entities and Tibsherany, Tibsherany As a direct and proximate result of Tibsherany's alleged infringement,

should be responsible for any legal obligation to the Plaintiff incurred by the Greystone entities as a direct and proximate cause of Tibsherany's alleged infringement. 44. As between any of the Greystone entities and Tegan, Tegan should be

responsible for any legal obligation to the Plaintiff incurred by the Greystone entities as a direct and proximate cause of Tegan's alleged infringement. 45. As between any of the Greystone entities and Welch, Welch should be

responsible for any legal obligation to the Plaintiff incurred by the Greystone entities as a direct and proximate cause of Welch's alleged infringement. Relief Requested on Cross-Claims Greystone Servicing, Greystone Arizona REO, L.L.C. and Greystone & Company, Inc. request judgment in their respective favor: D. Awarding Greystone Servicing, Greystone Arizona REO, L.L.C. and

Greystone & Company, Inc. judgment equal to any amounts awarded to Plaintiff on its claims against each of the Greystone entities; E. Awarding Greystone Servicing, Greystone Arizona REO, L.L.C. and

Greystone & Company, Inc. compensatory damages in amounts to be proven at trial; F. Awarding Greystone Servicing, Greystone Arizona REO, L.L.C. and Greystone & Company, Inc. their attorneys' fees and costs to the full extent permitted by applicable law; and

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G.

Awarding Greystone Servicing, Greystone Arizona REO, L.L.C. and

Greystone & Company, Inc. such other and further relief as the Court may deem proper. Dated: May 24, 2006. PERKINS COIE BROWN & BAIN P.A.

By s/ Joseph E. Mais Joseph E. Mais C. Mark Kittredge Scott S. Minder 2901 North Central Avenue Post Office Box 400 Phoenix, Arizona 85001-0400 Attorneys for Defendants Greystone Servicing Corporation, Inc., Greystone Arizona REO, L.L.C., and Greystone & Company, Inc.

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Demand for Jury Trial Defendants Greystone Servicing Corporation, Inc., Greystone Arizona REO, L.L.C., and Greystone & Company, Inc. hereby demand a trial by jury of this action. Dated: May 24, 2006. PERKINS COIE BROWN & BAIN P.A.

By s/ Joseph E. Mais Joseph E. Mais C. Mark Kittredge Scott S. Minder 2901 North Central Avenue Post Office Box 400 Phoenix, Arizona 85001-0400 Attorneys for Defendants Greystone Servicing Corporation, Inc., Greystone Arizona REO, L.L.C., and Greystone & Company, Inc.

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CERTIFICATE OF SERVICE I hereby certify that on May 24, 2006, I electronically transmitted the attached documents to the Clerk's Office using the ECF System for filing and transmittal of a Notice of Electronic Filing to the following ECF registrants: Richard W. Shapiro LAW OFFICES OF RICHARD W. SHAPIRO, P.L.C. 2398 East Camelback Road, Suite 1010 Phoenix, Arizona 85016 Email: [email protected] Attorneys for Plaintiff Humphreys & Partners Architects, L.P. Patrick Zummo ZUMMO & MIDKIFF, L.L.P. Three Allen Center 333 Clay Street, Suite 4500 Houston, Texas 77002 Email: [email protected] Attorneys for Plaintiff Humphreys & Partners Architects, L.P. Louis K. Bonham OSHA LIANG, L.L.P. 1221 McKinney Street, Suite 2800 Houston, Texas 77001 Email: [email protected] Attorneys for Plaintiff Humphreys & Partners Architects, L.P. Mark A. Bloomquist MEAGHER & GEER, P.L.L.P. 4200 Multifoods Tower 33 South Sixth Street Minneapolis, Minnesota 55402-3788 Email: [email protected] Attorneys for Defendant George F. Tibsherany, Inc. and George F. Tibsherany Kathleen L. Beiermeister MEAGHER & GEER, P.L.L.P. 8800 North Gainey Center Drive, Suite 261 Scottsdale, Arizona 85258 Email: [email protected] Attorneys for Defendant George F. Tibsherany, Inc. and George F. Tibsherany

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Kurt M Zitzer MEAGHER & GEER, P.L.L.P. 8800 North Gainey Center Drive, Suite 261 Scottsdale, Arizona 85258 Email: [email protected] Attorneys for Defendants George F. Tibsherany, Inc.; and George F. Tibsherany Deborah F. Sirias LEWIS, BRISBOIS, BISGAARD & SMITH 221 North Figueroa Street, Suite 1200 Los Angeles, California 90012 Email: [email protected] Attorneys for Defendants George F. Tibsherany, Inc.; and George F. Tibsherany William C. Steffin LEWIS BRISBOIS BISGAARD & SMITH LLP 221 North Figueroa Street, Suite 1200 Los Angeles, California 90012 Email: [email protected] Attorneys for Defendants George F. Tibsherany, Inc.; and George F. Tibsherany Barry Harris Uhrman LEWIS BRISBOIS BISGAARD & SMITH LLP 2929 North Central Avenue, Suite 1700 Phoenix, Arizona 85012 Email: [email protected] Attorneys for Defendants George F. Tibsherany, Inc.; and George F. Tibsherany Christopher D.C. Hossack FOLK & ASSOCIATES P.C. 3636 North Central Avenue, Suite 600 Phoenix, Arizona 85012 Email: [email protected] Attorneys for Defendants George F. Tibsherany, Inc.; and George F. Tibsherany

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Dow Glenn Ostlund TIFFANY & BOSCO PA 2525 East Camelback Road, Third Floor Phoenix, Arizona 85016-4237 Email: [email protected] Attorneys for Defendants American West Communities, L.L.C.; Andrew Welch; Tegan Communities, Inc. John D. Everroad Ray K. Harris FENNEMORE CRAIG PC 3003 North Central Avenue, Suite 2600 Phoenix, Arizona 85012-2913 Email: [email protected] Email: [email protected] Attorneys for Defendants Gilbert Oaks 174 L.L.C.; Gilbert Oaks 174 Limited Partnership; Arlington Property Management Company Paul E. Burns STEPTOE & JOHNSON, LLP Colliers Center 201 East Washington Street, Suite 1600 Phoenix, Arizona 85004-2382 Attorneys for Defendant Metropolitan Life Insurance Company Douglas H. Allsworth KUTAK ROCK LLP 8601 North Scottsdale Road, , Suite 300 Scottsdale, Arizona 85253-2742 Email: [email protected] Attorneys for Defendant Augusta Ranch Venture, L.L.C. Guy W. Bluff GUY W. BLUFF, P.C. 844 North 4th Avenue Phoenix, Arizona 85003-1314 Email: [email protected] Attorneys for Counterclaimants Icon Builders

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I hereby certify that on May 24, 2006, I served the attached document by hand delivery to: The Honorable Stephen M. McNamee United States District Court Sandra Day O'Connor U.S. Courthouse, Suite 625 401 West Washington Street, SPC 60 Phoenix, Arizona 85003-2158 I hereby certify that on May 24, 2006, I served the attached document by first class mail on the following, who are not registered participants of the ECF System: Paul L. Mitchell MAYER BROWN ROWE & MAW LLP 700 Louisiana Street, Suite 3600 Houston, Texas 77002-2730 Attorneys for Plaintiff Humphreys & Partners Architects, L.P. John Henri Toohey BREHEM & WHYTE 20320 S.W. Birch Street, 2nd Floor Newport Beach, California 92660 Attorneys for Defendants George F. Tibsherany, Inc.; and George F. Tibsherany Craig T. Irish BRIER & IRISH P.L.C. 2400 East Arizona Biltmore Circle, Suite 1290 Phoenix, Arizona 85016 Attorneys for Defendant Michael Diessner s/ Janet Roe

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