Trademark Trial and Appeal Board Electronic Filing System. http://estta.uspto.gov
`ESTTA964301
`04/02/2019
`
`ESTTA Tracking number:
`
`Filing date:
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`IN THE UNITED STATES PATENT AND TRADEMARK OFFICE
`BEFORE THE TRADEMARK TRIAL AND APPEAL BOARD
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`Notice of Opposition
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`Notice is hereby given that the following party opposes registration of the indicated application.
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`Opposer Information
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`Name
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`Entity
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`Address
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`Attorney informa-
`tion
`
`Robert F. Sharpe Jr.
`
`Individual
`
`Citizenship
`
`UNITED STATES
`
`6577 May Hollow Cove
`Memphis, TN 38119
`UNITED STATES
`
`Patrick G. Walker
`Farris Bobango Branan PLC
`999 S Shady Grove Rd
`Suite 500
`Memphis, TN 38120
`UNITED STATES
`pwalker@farris-law.com
`901-259-7100
`
`Applicant Information
`
`Application No
`
`88127316
`
`Publication date
`
`03/12/2019
`
`Opposition Filing
`Date
`
`Applicant
`
`04/02/2019
`
`Opposition Peri-
`od Ends
`
`04/11/2019
`
`Robert F. Sharpe & Co., Inc.
`855 Ridge Lake Boulevard
`Memphis, TN 38120
`UNITED STATES
`
`Goods/Services Affected by Opposition
`
`Class 016. First Use: 2003/01/01 First Use In Commerce: 2003/01/01
`All goods and services in the class are opposed, namely: Printed newsletters, brochures, booklets
`and periodicals in the field of non-profit philanthropic solicitation
`
`Class 035. First Use: 2003/01/01 First Use In Commerce: 2003/01/01
`All goods and services in the class are opposed, namely: Consulting and advising services in thefield
`of non-profit philanthropic solicitation, namely, promoting public awareness of the need for planned
`giving for non-profit and charitable organizations; providing web-based promotional servicesin the
`field of planned giving for non-profit and charitable organizations
`
`Class 036. First Use: 2003/01/01 First Use In Commerce: 2003/01/01
`All goods and services in the class are opposed, namely: Consulting and advising services in thefield
`of philanthropic financial planning and financial management; providing web-based financial consult-
`ing services to donors, advisors, development professionals, and others involved in the gift-making
`process in the field of planned giving for non-profit and charitable organizations; Consulting and ad-
`vising services in the field of non-profit philanthropic solicitation concerning monetary donations and
`financial endowment
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`

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`Class 041. First Use: 2003/01/01 First Use In Commerce: 2003/01/01
`All goods and services in the class are opposed, namely: Training and educational services, namely,
`providing live and online instruction in the field of non-profit philanthropic solicitation
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`Grounds for Opposition
`
`False suggestion of a connection with persons,
`living or dead, institutions, beliefs, or national
`symbols, or brings them into contempt, or disrep-
`ute
`
`Consists of or comprises a name, portrait, or sig-
`nature of a living individual without written con-
`sent, or the name, portrait, or signature of a de-
`ceased president without the written consent of
`the surviving spouse
`
`Trademark Act Section 2(a)
`
`Trademark Act Section 2(c)
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`Attachments
`
`Notice of Opposition.pdf(114259 bytes )
`Exhibit A to Trademark Opposition.pdf(5528497 bytes )
`Exhbiit B to Trademark Opposition.pdf(674797 bytes )
`
`Signature
`
`/s/ Patrick G. Walker
`
`Name
`
`Date
`
`Patrick G. Walker
`
`04/02/2019
`
`

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`IN THE UNITED STATES PATENT AND TRADEMARK OFFICE
`
`BEFORE THE TRADEMARK TRIAL AND APPEAL BOARD
`
`
`
`
`ROBERT F. SHARPE, JR.
`
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` Opposer,
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`v.
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`ROBERT F. SHARPE & CO., INC.
`
`
`
`Applicant.
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`Opposition No.
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`NOTICE OF OPPOSITION
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`Opposer, Robert F. Sharpe, Jr., an individual resident of Memphis, Tennessee, hereby
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`opposes registration of the mark SHARPE GROUP that is the subject of application Serial No.
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`88127316, published in the Official Gazette of March 12, 2019, and requests that registration to
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`Applicant be refused.
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`As grounds in support of his opposition, Mr. Sharpe asserts as follows:
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`1.
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`Since at least 1991, Robert F. Sharpe, Jr. has worked as Robert F. Sharpe & Co.,
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`Inc.’s (“RFS”) primary consultant and advisor offering financial planning and financial
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`management in the field of planned giving for non-profit and charitable organizations.
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`2.
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`As part of his consulting and advising services, Mr. Sharpe trains and educates
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`charitable organizations about financial planning and financial management procedures related
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`to the field of non-profit philanthropic solicitation.
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`3.
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`From 2010 through 2017, Mr. Sharpe originated 29.6% of RFS’s revenue.
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`1
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`4.
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` Over the course of his career, Mr. Sharpe has been recognized as a leader in the
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`field of non-profit solicitation. See Ashlea Ebelin, Charity in the Age of Trump, Forbes, April 30,
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`2018; and Richard Rubin, Charities Brace for Less, The Wall Street Journal, November 28, 2018,
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`which are attached hereto and incorporated herein by reference as Exhibit “A.”
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`5.
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`The second page of RFS’s first specimen submitted for Serial No. 88127316 depicts
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`Mr. Sharpe giving a lecture.
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`6.
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`On June 26, 2018, RFS terminated Mr. Sharpe’s employment as of December 31,
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`2018. However, the effect of that termination and any future limitations on Mr. Sharpe
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`continuing to offer services in the field of non-profit solicitation, independent of RFS, is the
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`subject of ongoing litigation in the Chancery Court of Shelby Court, Tennessee (“Tennessee
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`Litigation”). See Amended Verified Complaint for Injunctive Relief and Damages for Breach of
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`Fiduciary Duty and Fraudulent Inducement, Docket No: CH-18-0548 (November 9, 2018), which
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`is attached hereto and incorporated herein by reference as Exhibit “B.”
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`7.
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`Regardless of the outcome of the Tennessee Litigation, Mr. Sharpe will continue
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`to work as a consultant and advisor offering financial planning and financial management in the
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`field of planned giving for non-profit and charitable organizations.
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`8.
`
`Applicant has filed a Section 1(a) application to register the mark SHARPE GROUP.
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`That application was filed on September 21, 2018 and was assigned Serial No. 88127316.
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`9.
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`Applicant’s mark uses Mr. Sharpe’s name, which has been associated with his
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`work as a consultant, advisor, and educator in the field of planned giving for non-profit and
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`charitable organization since at least 1991. Applicant’s use of Mr. Sharpe’s name will be likely,
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`2
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`

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`when applied to the services set forth in Applicant’s application, to cause confusion, mistake, or
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`deception within the meaning of Section 2(d) of the Trademark Act.
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`10.
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`Applicant’s mark consists of Mr. Sharpe’s name without written consent within
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`the meaning of Section 2(c) of the Trademark Act.
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`11.
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`Applicant’s mark falsely suggests a connection with Mr. Sharpe within the
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`meaning of Section 2(a) of the Trademark Act.
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`WHEREFORE, Opposer prays that the opposition be sustained and that registration to
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`Applicant be refused.
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`
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`
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`Dated: April 2, 2019
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`Respectfully submitted,
`
`
`
`
`
`
`
`
`BPR No. 26931
`
` /s/ Patrick G. Walker
`Patrick G. Walker
`FARRIS BOBANGO BRANAN PLC
`999 S. Shady Grove Rd., Suite 500
`Memphis, Tennessee 38120
`(901) 259-7100
`pwalker@farris-law.com
`Counsel for Robert F. Sharpe, Jr.
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`CERTIFICATE OF SERVICE
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`This is to certify that I have this day served upon the Defendant a true and correct copy
`of the foregoing via U.S. Mail with adequate postage affixed thereon and addressed as follows:
`
`Tobey B. Marzouk
`Marzouk & Parry, PLLC
`1901 Pennsylvania Avenue, NW
`Suite 607
`Washington, D.C. 20006
`
`Paul Prather
`Littler Mendelson, PC
`3725 Champion Hills Drive, Suite 3000
`Memphis, TN 38125
`
`This 2nd day of April,2019.
`
`
`
`
`
`
`
` /s/ Patrick G. Walker
`Patrick G. Walker
`
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`4
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`investing
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`’tyinthe
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`Age of Trump
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`Under the new tax Iaw, fewer AmerEcans wilt get
`deductions for their charitable contributions.
`But wealthy and older donors and those who pfan
`ahead Witt do fine, says giving guru Robert Sharpe Jr.
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`B? ASHLEA EBELENG
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`n the 19905. when Robert Sharpe It: anti his
`brother took over the Sharpe Group from
`their dad, Memphis got a renovated plane
`etarium. How diet that work? Sharpe Sit,
`who started the famiiy business, which structures
`charitahie gifts te minimize taxes and maximize
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`54 i FORBES EtPRELZQJGh‘fi
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`impact, donatee compeny stock to a charitg and
`his sons bought the stock back over time, with
`their cements funding the planetarium The ma~
`newer seveti the family a heap in income, estate
`and gift taxes. The renamed Sharpe Planetarium
`got spiify new sound and automation technoiegy
`and seating that fihaiiy gave the audience a full
`vtew of its dome.
`
`But such civic largesse could be rarer in the
`Donald Trump era. The tax overhaul the presi—
`éent signeci in December chops the number of
`famiiies with an incentive to do such deals: It
`
`doubles-~t0 $22.4 minim-«the amount a coupie
`can pass t0 heirs, tax‘free, without any charitable
`gambits. It also halves-whom 21% to 9%u—the
`share of individual income tax filers benefiting
`from itemizeti charitabke deductionsk That could
`
`cost charities as much as $20 biliien a year in
`demations2 according te estimates from the new
`partisan Tex Poticy Center.
`Sharpe, 64, argues that the changes needn’t
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`Investing
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`reduce giving as much as charities fear. One rea—
`son: There are techniques middle~class folksw
`and particularly retired ones~can use to claw
`back charitable tax breaks the law took away.
`Another: Two obscure provisions in the new law
`fatten the tax benefits for richer donors. “The
`real winners in this, as in the rest of the tax bill,
`are the wealthiest people,” Sharpe says,
`Still, the individual tax changes (which,
`owing to congressional gamesmanship, expire
`after 2025) are a very big deal. The law near-
`ly doubles the standard dedoctioo to $12,000
`for a single ($13,600 for a single 65 or older}
`and $24,000 for a marriedcoople ($26,600 if
`both partners are 65 or older), while eliminating
`various miscellaneous itemizeé deductions and
`capping the deduction for state and local real es-
`rate, income andsales taxes at just $10,000 per
`tax return. Deductions for charity? They’re ctill
`chewed—but benefiting from them is harder.
`Consider a 65-year~old couple who have paid
`off their house (interest on mortgage debt of up
`to $750,000 is deductible) anti don’t have high
`out‘ofwocket medical expenses {which are do
`doctible only to the extent they exceed 7.5%
`of aojusted gross income). The one nonchari-
`table deduction they have left: $10,000,111 state
`and local taxes, no matter how much they’re rem
`ally paying, This means they’d have to clonate
`more than $16,600 for their itemized deductions
`to exceed, their standard deduction of $26,600.
`, In effect, they get no tax savings from their first
`$16,600 of giving.
`Sharpe soggests taxpayers bunch contribu»
`tions so they can benefit from itemized deduo
`tions in certain years. The bestyway to do that is
`to give a large amount (preferably of appreciat-
`ed stock) to what’s known as a “donor-acivised
`fund”: You claim a big tax deduction in one year,
`ancl the fund {at your directibn) dribbies out
`money to your favorite charities overtime. Four
`of the largest LEAR: are affiliated with financial,
`companies: Fidelity, Goldman Sachs, Schwab
`and Vanguard, lo addition, scores ofgcommw
`nity foundations, as well as individual charities,
`oiferDAFs.
`
`And get this: As our 65*year~olel couple ages,
`they have an even better option—«the charita—
`ble IRA rollover. This technique wasn’t changed
`by the new law but, with the changes toitemized
`deductions, “is more important now than ever
`before,” Sharpe says, It works like this: Those
`
`who are 70% or older must take taxable required:
`minimum distributions (RMDS) each year from
`their pretax IRAs. But they Can transfer as much
`as $100,000 a year directly from their IRAs to
`charity and it will qualify as an RMD, without
`counting as income on their tax retoms. (A side
`benefit: This can also reduce or eliminate “high
`income” Medicare premium surcharges that top
`out at $10,286 a year for couples with income of
`$320,000 or, more.)
`“I’ve never taken an RMD anti put it in my
`pocket,” says Michael Fleishmao, a 73uyear-oid
`corporate lawyer in Louisville, Kentucky, who
`grew up poor and couldn’t have gone to Tulane
`Law School withoot a scholarship, He’s been or-
`reacting $100,000 a ycar from his IRA to his alma
`mater to fund a professorship in entrepreneur-
`ship. “it has allowed me to double the size of the
`gift that l was going to make anyway” he explains.
`He also makes additiortai, non~IRA éonations,
`As Fleishman illustrates, older donors tent}
`to be among the most generous. That’s why they
`stand to benefit from another change in the
`tax bill: on increasemfrom 50% to (weir-in the
`share of adjustedgross income that can be wiped
`out by cash donatiOns to a public charity in any
`year. Unused charitable deductions can be car»
`ried forward for five years; those 65 and cider
`report 76% of charitable carryfoifwards, even
`though they’re just 16% area tax filers,
`This isn’t simply a case ofdeductions {3&-
`ferred. Some retirees are so generous that they
`V hump up against the limit year after year and
`never get to use their corqrforwards. Others who
`hit the limit are retiring small business owners
`aiming to make a big charitable gift with cash
`proceeds from the saleof their businesses. For
`them, the deductions are more valuable in the
`year of sale, when they have a big iomp of in-
`come and pay ohigher tax rate.
`Plus, Shame points to yet another win for
`well—off donors: The new law suspends the
`“Pease” provision, which gives a haircut to all
`ciccioctions, claimed by high’income taxpayers.
`Take a coupie with $2 million of AG! who make
`a $300,000 gift of appreciated stock. For 2017',
`Peace required them to reooce their itemized de‘
`ductions by $50,586 (3% of the amount their Em
`come exceetied the Peace threshold of $313,800}.
`But this year, they will be able to claim the
`full $300,000 deduction, saying an additionai
`$12,232 in tax, Sharpe calculates.
`$35!
`
`i’ii‘ié‘ri Yiiiéiiiiii‘i
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`$ “The greatest tax simplification would be to have the law remain retried for severaiyeors
`so we cor/id all catch up. ” ~sncmon s. coast:
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`56 l FORBES Mommoora
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`IN THE CHANCERY COURT OF TENNESSEE
`FOR THE THIRTIETH JUDICIAL DISTRICT AT MEMPHIS DONNA L- RUSSELL. C & M
`TIME: 3 14
`By-
`
`
`
` NOV 1 9 20I8
`
`ROBERT F. SHARPE, JR.,
`
`Individually, and
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`SHARPE FAMILY, L.P,,
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`Derivative/y on behalf of
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`ROBERT F. SHARPE & CO., INC.
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`Plaintiffs,
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`Docket Number: CH-18-0548
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`Part: II
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`Jury Trial Requested
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`RFSCO., Inc. and ROBERT F. SHARPE 8: CO., INC,
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`Individually, and
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`JAMES L. ROSS, BRAD L CHAMPLIN, and KEN W. EDMUNDSON:
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`As Shareholders and Directors of Robert F. Sharpe Co., Inc,
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`Defendants.
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`AMENDED VERIFIED COMPLAINT FOR INJUNCTIVE RELIEF AND DAMAGES FOR BREACH OF
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`FIDUCIARY DUTY AND FRAUDUELENT INDUCEMENT
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`To the Chancellors of the Chancery Court for the Thirtieth Judicial District. The Plaintiffs,
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`Robert F. Sharpe, Jr. and Sharpe Family, LP. bring this Amended Complaint against Defendants,
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`RFSCo., Inc., Robert F. Sharpe & Co., Inc, James L. Ross, Brad M. Champlin, and Ken W. Edmundson
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`asserting the following allegations and statements in support of their Amended Complaint:
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`EXHIBIT
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`tabbies'
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`JURISDICTION, PARTIES & VENUE
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`1.
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`Jurisdiction in this Court is proper pursuant to T.C.A. § 16—11-102 as the COmpIaint
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`seeks equitable relief from activities and a contract arising in the State of Tennessee.
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`2.
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`3.
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`Robert F. Sharpe, Jr. ("Sharpe“) is a resident citizen of Shelby County, Tennessee.
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`Sharpe Family, L.P. ("Sharpe Family”) is a limited partnership organized and existing
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`under the laws of the State of Tennessee, with a principal place of business in Memphis,
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`Tennessee.
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`4.
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`RFSCo., Inc. ("RFSCo.”) is a corporation organized and existing under the laws ofthe
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`State of Mississippi.
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`5.
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`Robert F. Sharpe 8: Co., Inc. (”RPS") is a corporation organized and existing under
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`the laws ofthe State of Tennessee, with a principal place of business in Shelby County, Tennessee.
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`6.
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`7.
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`8.
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`James L. Ross is a resident citizen of Shelby County, Tennessee.
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`Brad L. Champlin is a resident citizen of Shelby County, Tennessee.
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`Upon information and belief, Ken W. Edmundson is a resident citizen of Shelby
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`County, Tennessee.
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`9.
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`Venue is proper in the State ofTennessee and in this Court pursuant to T.C.A. § 16-
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`11-114.
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`GENERAL ALLEGATIONS
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`10.
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`RFS was incorporated in March of 1967, and since its inception, has maintained its
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`principal office in Memphis, Tennessee.
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`

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`11.
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`RFS was initially owned and controlled by Robert F. Sharpe, Sr.
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`12.
`
`Robert F. Sharpe, Sr. retired and his RFS shares were ultimately transferred to
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`Sharpe Family, L.P., which is owned by his children.
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`13.
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`in 1991 towards the end of Robert F. Sharpe, Sr.’s career, his son, Robert F. Sharpe,
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`Jr., assumed control of RFS. Robert F. Sharpe, Sr. retired in 1993 and passed away in January of
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`2000.
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`14.
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`RFS conducts business by providing religious, charitable, educational and other not-
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`for-profit institutions with consulting services related to the methods RFS has developed for
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`soliciting gifts in the form oftrusts and estate commitments from contributors. RFS also provides,
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`alone or in association with others, seminars, and printed and electronic publications related to its
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`methods.
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`15.
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`In February of 2006, RFS joined with Kemmons Wilson, Inc.
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`(“KWI") to offer
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`endowment fund investment management services under the name Sharpe Investment Services
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`while RFS continued to provide its traditional services.
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`16.
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`As part ofthe 2006 business formation, RFS executed a promissory note payable to
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`an KWI affiliated entity, Resource Advisory Partners, LLC.
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`17.
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`In 2008 at the time ofthe investment market crash, KWI and RFS determined that
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`the investment management business was not feasible under those economic conditions, so they
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`mutually decided to unwind their business relationship. The goal at the time was to return
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`ownership of RFS to Sharpe Family, LP. and restore the prior status quo to the extent possible.
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`In June of 2008, the promissory note executed in 2006 was extended and modified as part ofthe
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`

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`2008 Extension, Modification, Pledge and Guaranty Agreement (”Extension Agreement”) (a copy of
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`which is in possession of the other parties to this case) effectuating RFS's and KWl’s separation.
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`18.
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`The extended and modified promissory note was for a principal sum equal to the
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`lesser of (i) Five Hundred Thousand and no/100 Dollars ($500,000), or (ii) the aggregate amount of
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`all advances made by Resource Advisory Partners, LLC to RFS (”Promissory Note") {a copy of which
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`is in possession ofthe other parties to this case), which RFS and KWI agreed was representative of
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`the amount of money and other contributions made by KWI and its affiliates in furtherance of its
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`joint venture with RFS.
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`19.
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`The Promissory Note does not represent money paid directly to Robert F. Sharpe Jr.
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`or Sharpe Family, LP.
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`20.
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`Pursuant to the Extension Agreement, Robert F. Sharpe, Jr. personally guaranteed
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`the repayment of the Promissory Note.
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`21.
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`Also Pursuant to the Extension Agreement, Sharpe Family, L.P. pledged all of the
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`then issued and outstanding shares of RFS capital stock as collateral for the Promissory Note., and
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`certificates representing any additional shares issued by RFS were required to be pledged and
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`deposited with the Promissory Note holder as additional security for the Promissory Note.
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`22.
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`The Extension Agreement required that RFS commence monthly payments to the
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`KWI affiliated entity holding the Promissory Note on July 1, 2009, and continue for forty-eight
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`consecutive monthly installments with the final monthly installment being payable on June 1,
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`2013.
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`23.
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`Due to ongoing financial constraints during the ongoing recession, RFS was unable
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`to commence monthly payments to KWl or its affiliated entities on July 1, 2009, and thus, has been
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`in default of the Promissory Note since that date.
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`24.
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`On or about May 24, 2010, James L. Ross and Brad L. Champlin executed the Terms
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`of Partnership —Sharpe/Ross/Champ|in ("Terms of Partnership”) (a copy of which is in possession
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`of the other parties to this case) and became shareholders in RFS.
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`25.
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`The Terms of Partnership contemplate future legal documents memorializing the
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`terms of the agreement in appropriate legal documents, but no additional legal documents were
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`ever executed by the parties.
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`26.
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`The Terms of Partnership redistributed the percentage of ownership interest in RFS
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`as follows: Sharpe Family, LP, 48%; James L. Ross, 26%; and Brad L. Champlin, 26%.
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`27.
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`In exchange for part ownership in RFS, Ross and Champlin personally guaranteed
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`RFS’s letter of credit with First Tennessee Bank National Association.
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`28.
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`Ross and Champlin, together, obtained enough shares of RFS upon executing the
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`Terms of Partnership to control all corporate decisions requiring a majority vote, including the
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`power to appoint or control the appointment of the chief executive and chiefoperating officers of
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`RFS.
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`29.
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`A change in control of RFS occurred on May 24, 2010, with the execution of the
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`Terms of Partnership.
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`30.
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`Ross and Champlin, together, failed to obtain enough shares of RFS upon executing
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`the Terms of Partnership to control all corporate decisions because certain decisions such as
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`decisions to sell or merge the company, change the bylaws, or change the ownership require a
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`super majority vote.
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`31.
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`Since May 24, 2010, Ross and Champlin have dominated and/or controlled RFS’s day
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`to day operating decisions through their controlling interest of RFS’s shares.
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`32.
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`On February 9, 2012, Ross reached out to KWl’s representatives to obtain a copy of
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`the Promissory Note.
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`33.
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`On February 23,2012, a representative of KWI sent Ross an e-mail with an attached
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`copy of the Promissory Note.
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`34.
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`Later in the day on February 23, 2012, Ross forwarded the e-mail from KWI to
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`Champlin and Edmundson, stating "So, the games can begin.”
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`35.
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`On or about May 1, 2012, Ross and Champlin filed an application with the
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`Mississippi Secretary of State to form RFSCo., LLC and later opened a checking account at First
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`Tennessee Bank owned by RFSCo., LLC.
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`36.
`
`On or about May 1 2012, WIM Holdings, Inc., a KWI affiliated entity, offered to sell
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`the Promissory Note in exchange for payment of $100,000 that would be split between a down
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`payment with the remainder being paid over an agreeable term.
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`37.
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`Neither Ross nor Champlin informed Sharpe Family, LP. or RFS’s board of directors
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`of WIM Holdings’ offer to sell the Promissory Note or any other facts related to their negotiations
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`with WIM Holdings or any entity affiliated with KW! to purchase the Promissory Note.
`
`

`

`38.
`
`Instead, Ross and Champlin expressly requested that WIM Holding, Inc. structure
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`the transaction to avoid any potential allegation that RFS, instead of RFSCO., purchased the
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`Promissory Note.
`
`39.
`
`On May 7,2012, RFSCo., LLC, Ross and Champlin executed an agreement whereby 1)
`
`the Promissory Note was purchased from WIM Holdings, Inc. by RFSCo. in exchange for a payment
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`of $40,000; and 2) KWI was paid $2,500 per month for 24 months -— a total of $60,000 - by RFS,
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`which were categorized by RFS at the direction of Ross and Champlin as repayment for accounts
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`receivable left over from RFS and KWl’s joint business operations.
`
`40.
`
`On May 8, 2012, RFSCo. paid WIN Holdings, Inc. $40,000 by check.
`
`41.
`
`Beginning On May 10,2012, Ross and Champlin directed RFS to pay KWI $2,500 per
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`month and those payments continued for two years.
`
`42.
`
`On May 28, 2012, RFSCo. held a meeting of its board ofdirectors and the minutes of
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`that meeting stated that RFSCo.
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`intended to call the Promissory Note to obtain all of the
`
`outstanding RFS stock pledged as collateral by Sharpe Family, LP. and that all of RFSCo. would be
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`owned equally by Ross and Champlin.
`
`43.
`
`On June 14,2012, Ross sent an e-mail to a representative of WIN Holdings, Inc. and
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`KWI stating "I don’t think we had a confidentiality provision in the agreement, but I would really
`
`like no one but your company people and Brad and me to know the terms ofthe agreement and
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`that the note has been assigned to us."
`
`44.
`
`Ross and Champlin further hid their activities from Sharpe Family, LP. by arranging
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`for RFSCo. to do business as Resource Advisory Partners (the same name as the Promissory Note’s
`
`

`

`original holder and the entity that Sharpe Family LP. believed owned the Promissory Note until
`
`February of 2018).
`
`45.
`
`Ross and Champlin then began directing RFS to issue checks payable to Resource
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`Advisory Partners and deposited them into the First Tennessee bank account owned by RFSCo.
`
`46.
`
`On July 20, 2012, RFS issued a check payable to Resource Advisory Partners for
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`$24,375.00 that was designated on RFS’s ledger as ”RAP Note Unpaid Interest," and that check was
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`deposited into RFSCo.’s bank account on July 23, 2012.
`
`47.
`
`On November 2, 2012, RFS issued a check payable to Resource Advisory Partners for
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`$16,250.00 that was designated on RFS’s ledger as ”RAP Note Unpaid Interest,” and that check was
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`deposited into RFSCo.’s bank account on November 11,2012.
`
`48.
`
`Therefore between July 20 and November 2, 2012, RFS issued checks to Resource
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`Advisory Partners that were deposited by RFSCo. for an amount totaling $40,625.00 — a sum almost
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`identical to the price RFSCo. paid for the Promissory Note.
`
`49.
`
`In 2013 and 2014, Ross and Champlin directed RFS to issue additional checks
`
`payable to Resource Advisory Partners, totaling $52,812.55, that were designated on RFS's ledger
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`as "RAP Note Unpaid Interest.”
`
`50.
`
`To accomplish RFSCo.‘s intended purpose of foreclosing on Sharpe Family L.P.'s
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`shares, RFS had to remain in default ofthe Promissory Note until the foreclosure proceedings were
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`initiated.
`
`

`

`51.
`
`In March of 2014, RFSCo. stated in the minutes of its board of directors meeting
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`that RFS was current on its interest payments due under the Promissory Note but was past due on
`
`all principal payments.
`
`52.
`
`RFS made no payments to RFSCo. after 2014.
`
`53.
`
`RFS remains in default of the Promissory Note.
`
`54.
`
`As early as May 28, 2012, Ross and Champlin, acting in their capacity as directors of
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`RFSCo., devised a strategy to direct RFS to terminate Sharpe's employment.
`
`55.
`
`In March 22, 2014, Ross and Champlin, acting in their capacity as directors of
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`RFSCo., revisited their strategy to direct RFS to terminate Sharpe. Although they decided to delay
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`Sharpe’s termination, their ultimate strategy remained to direct RFS to terminate Sharpe’s
`
`employment.
`
`56.
`
`In late 2016, Sharpe began negotiating with RFS, through Ross and Champlin, to
`
`enter into a new employment agreement.
`
`57.
`
`On or about November 4, 2016, Sharpe resigned his position with RFS for good
`
`reason pursuant to the terms of his employment agreement of 2006 and the Pre—Formation and
`
`Contribution Agreement.
`
`58.
`
`Pursuant to Sharpe’s 2006 employment agreement and the Pre-Formation and
`
`Contribution Agreement, Sharpe’s resignation would become effective on February 2, 2017.
`
`59.
`
`Following his resignation for good reason, Sharpe was not subject to a non-
`
`competition provision.
`
`

`

`60.
`
`On February 1, 2017, Sharpe did not receive a pay check from RFS, despite his
`
`ongoing work on behalf of RFS, and asked Ross why he did not receive payment.
`
`61.
`
`On February 1, 2017, Ross authorized RFS to make a payment to Sharpe but stated
`
`that the parties would need to execute a new agreement to replace the old one.
`
`62.
`
`Upon information and belief, no other RFS employee has an employment
`
`agreement.
`
`63.
`
`Sharpe believed that RFS sought an employment agreement with him so that he
`
`would be retained as an employee.
`
`64.
`
`During negotiations about the employment agreement, RFS knew that Sharpe’s
`
`primary motivation to work for RFS was because he wanted RFS to be successful so that it would
`
`repay the Promissory Note and relieve him of personal liability and the encumbrance on his
`
`family's shares of RFS.
`
`65.
`
`RFS, through Ross and Champlin, told Sharpe during the negotiations that RFS
`
`intended to retain Sharpe as an employee.
`
`66.
`
`RFS, through Ross and Champlin, told Sharpe during the negotiations that his
`
`continued employment with RFS would allow RFS to repay the Promissory Note so that he would
`
`no longer be personally liable.
`
`67.
`
`RFS, through Ross and Champlin, repeatedly used the threat ofthe Promissory Note
`
`being called to encourage Sharpe to agree to the employment agreement.
`
`10
`
`

`

`68.
`
`During negotiations about the employment agreement, RFS, acting through Ross
`
`and Champlin, did not disclose to Sharpe the material fact that Ross and Champlin owned the
`
`Promissory Note through RFSCo.
`
`69.
`
`During negotiations about the employment agreement, RFS, acting through Ross
`
`and Champlin, did not disclose to Sharpe the material fact that Ross and Champlin desired to direct
`
`RFS to implement a strategy to terminate him as an employee.
`
`70.
`
`During negotiations about the employment agreement, RFS, acting through Ross
`
`and Champlin, did not disclose to Sharpe the material fact that RFS had no intention of repaying
`
`the Promissory Note.
`
`71.
`
`During negotiations about the employment agreement, RFS, acting through Ross
`
`and Champlin, did not disclose to Sharpe the material fact that RFS desired to work in conjunctior:
`
`with RFSCo. to implement a strategy to foreclose on the Promissory Note to take the shares owned
`
`by Sharpe Family, LP.
`
`72.
`
`Sharpe asserts that RFS’s actual purpose for having Sharpe enter into an
`
`employment agreement was to obtain a non-competition, non—solicitation, and confidentiality
`
`clause that could be used against Sharpe once RFS, acting through Ross and Champlin, initiated the
`
`long-standing strategy to terminate Sharpe’s employment.
`
`73.
`
`On April 25, 2017, Sharpe acquiesced under the circumstances set forth herein and
`
`signed an employment agreement with RFS (”Employment Agreement”) (a copy of which is in
`
`possession of the other parties to this case).
`
`11
`
`

`

`74.
`
`On February 27 & 28 of 2018, Plaintiffs learned the Promissory Note was assigned to
`
`RFSCo. on May 7, 2012, and that Ross executed the assignment agreement for RFSCo. as its
`
`managing partner.
`
`75.
`
`Prior to February 27, 2018, Plaintiffs were not aware that RFSCo. owned the
`
`Promissory Note or that RFSCo. existed or that Ross and Champlin had any involvement with
`
`RFSCo.
`
`76.
`
`On March 28, 2018, Sharpe received a letter from RFSCo.’s attorney, Doug Alrutz,
`
`providing notice that he represented Resource Advisory Partners, and that as holder of the
`
`Promissory Note, Resource Advisory Partners had declared the unpaid principal balance and all
`
`accrued interest due and payable. Further, Resource Advisory Partners would be exercising its
`
`rights and sell or otherwise dispose of all the collateral securing the Promissory Note at a
`
`foreclosure sale on Monday, April 16, 2018.
`
`77.
`
`Prior to April 9, 2018, Sharpe was a member of RFS’s board of directors.
`
`78.
`
`On April 9, 2018 and before the scheduled foreclosure, Ross and Champlin held a
`
`meeting of the shareholders and directors of RFS.
`
`79.
`
`The minutes of the April 9, 2018, meeting state the shareholders in attendance
`
`were Ross, representing 26% of the voting shares, Champlin, representing 26% of the voting
`
`shares, and Resource Advisory Partners, representing 48% of the voting shares.
`
`80.
`
`The first order of business at the April 9, 2018, meeting was to amend the bylaws to,
`
`among other things, increase the number of directors to not more than five directors.
`
`12
`
`

`

`81.
`
`The next order of business at the April 9, 2018, meeting was to elect members of
`
`the board of directors, and those elected members were Brad L. Champlin, James L. Ross, Ken W.
`
`Edmundson, and Edwin S. Roberson.
`
`82.
`
`According to the minutes ofthe April 9, 2018 meeting, Ross, Champlin, and RFSCo.
`
`asserted that they comprised all shareholders and voted to remove Sharpe as a member of RFS’s
`
`board of directors.
`
`83.
`
`As of April 9, 2018, RFSCo. had not yet foreclosed on Sharpe Family, L.P.‘s shares.
`
`84.
`
`As of April 9, 2018, Sharpe Family, L.P. was the owner of 1222 shares of RFS stock,
`
`and Sharpe Family, L.P. currently remains the owner of 1222 shares of RFS stock.
`
`85.
`
`RFSCo. does not own any shares of RFS stock.
`
`86.
`
`Upon information and belief, Edmundson knew, on April 9, 2018, that Ross and
`
`Champlin had purchased the Promissory Note through RFSCo. in 2012.
`
`87.
`
`Upon information and belie