Document 38-2
Filed 03/16/2006
Page 1 of 5
IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE
S.ANITEC INDUSTRIES! INC.,
Plaintiff,
1
)
) )
1
v.
SANITEC WORLDWIDE, LTD., Defendants.
1 1
) )
C.A, No. 04-1386 JJF
DECLARATION OF JEFFREY J. WEIKSTEN
I.
My name is Jeffrey J. Weinsten. I lnalce this declaration in support of the
response of Sanitec Worldwide, Ltd. ("Worldwide") to 'the motion of Sanitec Industries, Tnc. ("Industries") to dismissal pursuant to Federal Rule of Civil Procedure 41(a)(2). twenty-one years of age and have personal lcnowledge of the facts stated l~erein.
2.
I an1 over
I am the owner of a company called Salein Associates. In 2002, Salem Associates
Salem Associates also had an option to obtain an
received a 49% interest in Worldwide.
additional 4% of Worldwide, which option it exercised in January, 2005. although thc stock evidencing the exercise of that option was not issued until April, 2005. It is our positioi~that Salem Associates coi~trolsWorldwide, and on that basis Mr. Finger was retaincd to represent Worldwide.
3.
In Iitigation in California, Judge Dunn determined the issue of Wilidsor J-Ioldi~~gs.
but not, in our view, the ownership of Worldwide.
4.
In October, 2005, Salem Associates gave James Harltess and Windsor I-Toldit~gs
notice of a shareholders meeting for Sanitec Worldwide. In response, Mr. Ilarkess scnt a letter chslllellging SaIe~n Associates' rights as majority sl~arel~older, whicl~letter was received after the scheduled sl~arel~olders meeting.
War
14 06
Case 1:04-cv-01386-JJF
10:08p
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5.
Because of that sl~areholders meeting, Mr. Harkess filed an action in Califori~ia
seeking to hold Mr. Smith and me in contempt for allegedly violating Judge Dunn's ruling. Trial is scheduled for May, 2006. We intend to defend based on our ownership rigllls as described above.
6.
Because of the pendency of that hearing, this Court should not ~nalteany
unnecessary findings in connection with Industries' motion to dismiss that could be used by Industries in the California contempt litigation.
7.
I have been ill recently and have not been able to copy and send documents to Mr.
Finger to attach to this response to support these claims. I asked Mr. Finger to ask opposiilg counsel to grant a brief extension of time (from Marc11 16 to March 20) to allow mc to recuperate and attend to copying and shipping the documents to Mr. Finger. On Marc11 12. Mr. I'ingcr sent an e-mail to plaintiffSs counsel, requesting the exlension. Mr. Oparil? 011 behall'of the plaintiff. granted the extension. I-Iowever, the next day, after receiving a proposcd stipulalion from Mr. Finger, sent another e-mail stating that he had been "overly generous," and wilhdrawing 11;s consent for an extension of time. Copies of chose e-mails follow nly declal-adon. As
SLLC~I:I
offer this decIaration without supporting documentation. In the event that the Court deternlines that it needs such documentation, I request a reasonable opportunity to provide it. in light of the lack of professional courtesy exhibited by plaintiffs counsel.
8.
I declare under penalty of perjury of the laws of thc United Stales that the
foregoing is true to the best of my Itnowledge, inforinatjoil and belie1 Executed on Marc1 14.
2006 in Yortli Salem, New York.
/
Case 1:04-cv-01386-JJF
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From: To: Cc:
Sent: Subject:
"Oparil, Richard"
I was overly generous yesterday. We will not agree to any extension. The only proper and ethical response is for you to withdraw now. Perioid. Richard J. Oparil Patton Boggs LLP 2550 M Street, NW Washington, DC 20037 (202) 457-6496 (202) 457-63 15 fax (202) 669-2257 (cell) roparil@,pattonboggs.coin DISCLAIMER: This e-mail message contains confidential, privileged information intended solely for the addressee. Please do not read, copy, or disseminate it unless you are the addressee. If you have received it in error, please call us (collect) at (202) 457-6000 and ask to speak with the message sender. Also, we would appreciate your forwarding the message back to us and deleting it from your system. Thank you. This e-mail and all other electronic (including voice) communications from the sender's firm are for informational purposes only. No such communication is intended by the sender to constitute either an electronic record or an electronic signature, or to constitute any agreement by the sender to conduct a transaction by electronic means. Any such intention or agreement is hereby expressly disclaimed unless otherwise specifically indicated. To learn more about our firm, please visit our website at h~://www.pattonboggs.com.
Case 1:04-cv-01386-JJF
Document 38-2
Filed 03/16/2006
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From: To: Cc:
Sent: Subject:
"Oparil, Richard"
No objection to March 20 Richard J. Oparil Patton Boggs LLP 2550 M Street, NW Washington, DC 20037 (202) 457-6496 (202) 457-63 15 fax (202) 669-2257 (cell) roparil@,pattonhgcom From: [email protected] To: Oparil, Richard; Dick Kirk Sent: Mon Mar 13 11:03:16 2006 Subject: Sanitec Industries, Inc. v. Sanitec Worldwide, Ltd. Gentlemen: I am writing to ask if you would be willing to stipulate to a short extension of time to respond to your motion for voluntary dismissal to Monday, March 20. Thank you for your kind consideration of this request. David L. Finger Finger & Slanina, LLC One Commerce Center 1201 Orange St., Ste. 725 Wilmington, DE 19801- 1155 Ph: (302) 884-6766 dfinger@delawgroup. com www.delawgroup.com DISCLAIMER: This e-mail message contains confidential, privileged information intended solely for the addressee. Please do not read, copy, or disseminate it unless you are the addressee. If
Case 1:04-cv-01386-JJF
Document 38-2
Filed 03/16/2006
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you have received it in error, please call us (collect) at (202) 457-6000 and ask to speak with the message sender. Also, we would appreciate your forwarding the message back to us and deleting it from your system. Thank you. This e-mail and all other electronic (including voice) communications from the sender's firm are for informational purposes only. No such communication is intended by the sender to constitute either an electronic record or an electronic signature, or to constitute any agreement by the sender to conduct a transaction by electronic means. Any such intention or agreement is hereby expressly disclaimed unless otherwise specifically indicated. To learn more about our firm, please visit our website at h~p://www.patto~nbo~com.
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