What happened to the shares and money that would have come from the fraudulent illicit issuance?
If the forged documents allowed 1.5B shares to be issued, where did the proceeds from the sale of the shares go? Why didn’t the funds from the issuance/sale go directly into a Medinah account? Who got the shares once they were issued and before they were sold in the market? Was Les acting alone?
It sounds like an SEC intervention to halt trading would be a bad thing because it would send the company to the gray sheets indefinitely. Could an abusive attack on a stock effectively kill it if the share price gets too low (sub $0.001)?
The insanity of this company is that its survival is more tenuous than ever while its closest to blasting off to legendary success defying all odds? If I was smart I’d be more pessimistic, but after 7 years of betting on it I’m ever the optimist.
Had some interesting news, but everyone else beat me to it because I couldn’t post yesterday. Doh! Yes, wonderful Les has now filed a personal lawsuit against MDMN. See attached.
I’ve posted on this previously, so I won’t go into great detail, but Les has filed this complaint, IMO, to try to secure some leverage from MDMN to force a settlement. He can go to MDMN and force them to spend time and attorney’s fees fighting the case, or they can give him a release from all liability. Especially since he has the same braintrust filing another bull**** complaint. Just like the previously complaint was subject to various defects and defenses, this complaint has the same issues. Les is alleging in early 2012 her entered into an oral agreement with MDMN which was subsequently reduced to writing later in 2012 which paid him $60k per year as a consultant to MDMN’s mining business. MDMN allegedly would pay him cash or equivalent MDMN stock. Les is trying to enforce this alleged agreement 6 1/2 years later after never seeking payment from MDMN during the time the alleged agreement was in effect. He demands $267k from MDMN under the alleged agreement. Les is also alleging MDMN defamed him by issuing a press release saying Les waived off any debts MDMN might have owed him in August 2016. Once again, Les and his braintrust forgot first year law school and the defense of “unclean hands” Pursuant to law.com legal dictionary, unclean hands:
n. a legal doctrine which is a defense to a complaint, which states that a party who is asking for a judgment cannot have the help of the court if he/she has done anything unethical in relation to the subject of the lawsuit. Thus, if a defendant can show the plaintiff had “unclean hands,” the plaintiff’s complaint will be dismissed or the plaintiff will be denied judgment. Unclean hands is a common “affirmative defense” pleaded by defendants and must be proved by the defendant. Example: Hank Hardnose sues Grace Goodenough for breach of contract for failure to pay the full amount for construction of an addition to her house. Goodenough proves that Hardnose had shown her faked estimates from subcontractors to justify his original bid to Goodenough.
It will be very difficult for Les to allege MDMN should pay him when he was stealing from MDMN for his own personal benefit. And, now with a personal lawsuit, MDMN now has the right to conduct discovery on both GKX and Les personally. Let’s see what his email account has to offer from the last 6-8 years. Should be a interesting read. Once again IMO I feel Les using this lawsuit as leverage. He will not want MDMN to begin disclosure of all of his emails and other documents. Would you?
What I find more interesting, however, is not Les filing a personal lawsuit, but MDMN filing an answer to GKX’s lawsuit. See attached.
As I previously posted, IMO MDMN did not have to fight this case in the BC court’s but could have had it moved to Nevada. Plus, the complaint had many deficiencies which, IMO, should force a dismissal of the complaint and, at worst a refiling of a second amended complaint. And, MDMN should have enough to file a counter-claim against Les for his actions. As a civil defense attorney, your #1 job is to make the plaintiff waste his time and money. You do this by filing motions to dismiss the complaint and counter-claims to force the plaintiff to replead and answer your lawsuit. The plaintiff then has to spend his own money to continue the litigation. It forces the plaintiff into a cost/benefit analysis where it may become more expense to continue the litigation than settle it (settlement doesn’t necessarily always mean money, it can mean dismissal of a counter-claim too).
By filing a direct response to GKX’s complaint, MDMN has submitted itself to the jurisdiction of the BC court. MDMN cannot now ask for this matter to be transferred to Nevada. MDMN must finish the litigation in BC. Also, by filing an answer and not a motion to dismiss and counter-claim, MDMN has legitimized GKX’s allegations. If effect, by answering, MDMN has stated “GKX has a valid cause of action against us, but we feel we can defend ourself.” I don’t understand the logic of filing a straight response. MDMN can’t now ask the court to dismiss GKX’s frivolous lawsuit and has waived any defects in GKX’s complaint (ie: statute of limitations, etc.), and, they would now have to seek court permission to file a counter-claim (usually counter-claims must be filed within the regular time frame to answer a complaint against you). Plus, now that MDMN has filed a striaght answer, without a counter-claim, the case moves on to the discovery phase. Conducting discovery can often be the most expensive part of litigation. Securing written documents, answering written questions, conducting depositions. Many times the legal fees for conducting discovery are greater than those of the actual trial. Again, I don’t understand the logic. IMO this was a very weak and timid response to Les bull**** complaint. And, this time-frame of the litigation has been shortened. Where I previsouly predicted nothing exciting would happen for a year+. Now, with a straight answer, a trial may occur within the next 6-8 months.
Hopefully, they have more info than we do and feel an expedited resolution of this matter would benefit MDMN. It goes against the usual way to defend a lawsuit, but it is what we have to deal with now. Definitely disappointed with MDMN’s response. IMO, we look like the guilty party right now, not Les.
Maybe our attorney’s legal opinion is that they have enough evidence to put Les in jail and that it works to MDMN benefits to move this forward as fast as possible. Why waste time with all these motions if you believe we can see blood in the streets and it is not our blood! Also may be they wanted the BC court because Les has been before them and history of corruption is documented there. I do not know what I am talking about, just making some WAGs.
Please comment on the following in Part 3 of the reply:
In the alternative, if there is a valid and enforceable claim to a debt or if there was an unjust enrichment, as alleged or at all, which is not admitted but expressly denied, the Defendant claims the right to set off any amount owing against damages suffered by the Defendant due to the fraudulent and unauthorized transactions engaged in by Price and/or the Plaintiff.
Does this put Price and/or GXK (due to all the fraudulently issued shares) open to a countersuit and damages encountered by Medinah? Can an additional personal suit be filed in Nevada against Price and all those who may have knowingly received shares at a steeply discounted price and not issued by Medinah proper?
I would agree with you and that analysis if MDMN had filed a counter-claim. If you have enough evidence to put Les in jail, why didn’t you file a counter-claim stating your case? Make Les squirm. Then MDMN could have pointed to their counter-claim when making any news posts or stories and any reporter would have gotten MDMN’s side of the story out, not just Les. I can understand the fact of heading straight to trial. I have done it on a few rare occasions when I felt the plaintiff wasn’t prepared or was missing an important point in the litigation. Moving fast to a trial allows an attorney who has a “smoking gun” defense a chance to get a quick resolution before the other side recognizes it and tries to defend against it. Just filing a milquetoast general response does nothing but make us look weak and guilty, IMO.
I had a case recently in that vein. An attorney friend who does not do much litigation, got in over his head defending a civil case of fraud and deceptive business practices against a small used car dealer and the repossession of an auto. He accidentally failed to respond to a request to admit, which resulted in admissions being entered into the case which hurt the dealer. The plaintiff atty filed a motion for summary judgment based upon the request to admit seeking judgment in his favor. On the surface, based upon the admission, the opposing attorney looked likely to win. Upon helping him and reviewing the case, I couldn’t attack the validity of the admissions, but I found out the plaintiff had plead guilty to criminal trespass to a vehicle, the vehicle repossessed by the dealer. The plaintiff only stated in his complaint a criminal case existed, not that the plaintiff had plead guilty. A plea of guilty is an admission. I got the transcript of the plea and requested an immediately hearing on the motion for summary judgment. At the hearing, I did not fight the request to admit, but presented the transcript of the plea to the court and argued the plaintiff himself admitted to possession of a stolen vehicle, thereby admitting to the legitimacy of the repossession. The court denied the motion for summary judgment because it was not clear cut the plaintiff should win. The plaintiff’s attorney, now realizing he had a fight on his hands, just filed a motion to withdraw as plaintiff’s attorney. I will now have the plaintiff pro se (representing himself) and I should be able to win at a trial. When you have a situation like the above, yes you push to a quick hearing and/or trial.
MDMN’s case is not quick or easily resolved. It is very complex dealing with years and years of dealings between MDMN and Les. IMO, this type of litigation begs to be hit hard. Make Les work, make him respond to your counter-claim. Force him to spend his money for once. I would bet a dime to a dollar, Les would not want to spend $50k or $100k on legal fees. MDMN has the deeper pockets for this type of litigation. They should have forced him to start digging into his own pockets, then, IMO, this BS would have disappeared quick. Now, Les doesn’t have to spend squat. His attorney can draft a set of discovery requests to send to MDMN (about an hour of billable time), then complain to the court when MDMN has difficulty trying to track down 6-8 years worth of docs because Les had possession of all the docs during this time. When MDMN reciprocates and sends discovery to Les, he can say he wasn’t in control of those docs he was just a consultant and MDMN should have possession of them. He can go to trial with nothing and just testify about the oral and written agreements. MDMN has the harder road in defense because they have to prove Les had unclean hands while working for MDMN. IMO, by not seeking a dismissal of the complaint or filing a counter-claim, MDMN had legitimized GKX’s complaint and made things harder on MDMN.
Sorry for the long response. Without knowing the details involved, I can only speculate on MDMN’s strategy, but I feel frustrated by the type of response due to what I know happens with these types of litigation. I practice in this area of law and without more details, I cannot see the benefit to MDMN.
FWIW, i had sent the Bermuda Short info to the reporter when the first article came out announcing the Les’ suit vs MDMN. Not sure if he used it, but at least he did his DD.
Yes and no, it depends. Great answer huh? When a person/company is served with a complaint against them, the court wants to make sure to resolve all matters existing between the parties relating to this issues in the complaint. Therefore, the defendant has a chance to respond to the complaint in writing AND can the defendant can file their counter-claim (the defendant’s complaint) back against the plaintiff. Usually, your time to file your counter-claim is the same time you have to file your written response to the complaint. If you do not file within the required time, you cannot then file a counter-claim without first requesting leave from the court to file the counter-claim. Courts will allow a late filing of a counter-claim if you are relatively early in the litigation process, namely the motion phase; but, will look very skeptically on a counter-claim later in the case, especially after discovery complete. This happens because if the court allows the counter-claim this late, then it would have to reopen the discovery process and re-take the discovery to address the issues in the counter-claim. If MDMN waits too long, they would have to justify to the court why the court should allow them to file a counter-claim. MDMN could say they found new info in discovery, of new witnesses came forward, etc. But IMO MDMN has made things harder for itself and risks looking foolish in front of the court. (ie: Les’ Atty “Judge MDMN has had possession of this evidence for years and they are only now asking to make a claim against my client? And this after taking months to get us the discovery we requested? Really?”) MDMN setting itself up to look foolish. By not filing the counter-claim now, MDMN has opened itself up to potentially not being allowed to file one if they wait too long to request it from the court.
Also, the above doesn’t look anything like a counter-claim, but more like an affirmative defense. Like the unclean hands posting I made earlier today; however, it does not specifically state it is an affirmative defense. Similarly to counter-claims, any affirmative defenses must be plead at the time of the filing of the response to the complaint AND must be specifically labeled as an affirmative defense AND must specifically state the facts upon which it alleges the affirmative defense arises. For example, MDMN in an affirmative defense could allege “GKX has no right to recover amounts upon the alleged contract with MDMN due to the fact GKX solely owned by Les, Les sole officer employee of GKX, Les had individual contract with MDMN, Les double-dipping by getting paid twice for the same work.” Or “GKX should not get paid upon the alleged contract due to the fact Les on 42 different occasions from 2008 to 2015, fraudulent signed stock sale agreements whereby he sold MDMN stock to third parties and kept the money himself. This fraudulent conduct netted Les in excess of $1million dollars. In particular, in this date, this happened. On that date that happened., etc.” Obviously they would have to go into much more detail and set out their factual allegations. But it acts the same way as a counter-claim. And, usually, a defendant’s affirmative defenses mirror the defendant’s counter-claim. A defendant does both because the affirmative defense stops the plaintiff from winning, but does nothing to get a recovery from the plaintiff for the defendant. The counter-claim allows the defendant to prevail against the plaintiff and get a recovery from the plaintiff.
I do not practice in Canadian court, so I don’t know the exact process they use with counter-claims or affirmative defenses; however, unfortunately, IMO, MDMN’s response does not look like either to me. It is why I am frustrated with MDMN’s response right now. They are treading a dangerous road where they have to rely upon the discretion of the court to allow them to file a counter-claim and/or and affirmative defense. Although I do not know Canadian civil procedure, most likely the law gave MDMN the right to file the counter-claim and affirmative defense without having to request permission from court. If you had the right, why didn’t you exercise it? I would never rely upon the discretion of the court to allow me to do something when I had a statutory right to do so. It is a risky course of action, with a greater chance of harm and no gain. You gave up a right you had to have to ask the judge to give you the right back.
Regarding any new claim MDMN might have against Les and/or GKX, yes they can file new litigation in Nevada; however, by submitting themselves to the jurisdiction of the BC court they have handcuffed themselves RE future litigation against Les of GKX. If they file any claim against Les for his conduct in Nevada, it goes directly to his claims GKX and he should be paid under their alleged consultant agreements. GKX and Les would be able to go the Nevada court and request the matter be transferred to the BC court and most likely the Nevada court would do so because MDMN submitted itself to the BC court jurisdiction and should have filed the litigation as a counter-claim against GKX and Les in BC. MDMN has now wasted its time and money for no purpose, given Les the upper hand in the litigation due to the BC court not being happy MDMN circumvented the BC counter-claim filing requirements by filing a new action in Nevada, and received no benefit. It would have been better to transfer the case to Nevada and force Les to spend more money fighting the case in Nevada.
RE any litigation against any third parties who received the stock certificates, yes they can file those cases in Nevada, but, IMO, only if they keep Les and GKX out of the litigation as defendants. If they keep them out as defendants, no ties exist between the third parties, MDMN, and the BC courts and the case should stay in Nevada. Unfortunately, however, how to you make a claim against the third parties, but leave Les and GKX out as defendants? They are integral to any third party claim, thus IMO triggering the above transfer issues back to the BC court. So now MDMN will have a BC court interpreting Nevada law to determine whether an Nevada corp should recover anything from a Canadian citizen Les. Sound like a good thing for MDMN?
Overall, unfortunately, I can only speculate on MDMN’s strategy; however, based upon my experience handling these types of matters I cannot understand their strategy. IMO MDMN has given up rights they have, and now have to ask the BC court for permission to get them back, has not forced Les to spend any real money on the litigation, and has now required a BC court to interpret Nevada law relating to MDMN’s stock issue. How does this benefit MDMN? I can’t see it. IMO, they should have forced the matter to Nevada, forced Les to spend extra $ to litigate in Nevada, and have any stock issues from a Nevada corp be litigated in Nevada. Now, IMO, the BC court will be deciding all issues RE GKX, Les, and any third parties relating to the fraudulent stock transfers. All in Les’ backyard. IMO, just what he wanted. Unless MDMN gives us some insight as to the why, I feel MDMN really dropped the ball on this one. Again.
I’m thinking it is MUCH cheaper to file a straight answer - pre-trial motions cost money, which MDMN does not have. Filing an answer also “neutralizes” the matter for now for MDMN, inasmuch as Mr. Price would have to conduct discovery and litigate the merits in order to move the case forward, which I’m thinking he has no intention of doing in the first place, as “facts” determined in a civil matter could potentially hurt him in a criminal matter. I expect the same tact will be taken in the defamation matter. I think this is all just posturing for the settlement table (in his mind). My speculation, of course.
A straight answer itself cheaper than litigating a motion, yes; however, I just posted a long response to easymillion which details how a straight response will cost more overall. MDMN has given up its right to file a counter-claim, affirmative defense, and its right to contest the legitimacy of the complaint. Also, because they legitimized the complaint and it deals with the consultant fees and MDMN’s claim of fraudulent behavior by Les. All issues relating to thrid party stock claims and Les behavior most likely will have to be heard in BC. A BC court will be ruling upon MDMN’s nevada stock issues and interpreting Nevada law. And, they go straight to discovery, which in this case, IMO, be far more expensive to complete than any motion in this case. MDMN will now have to dig through their records to present 6-8 years worth of docs and have to take deps of all officers, and directors involved with MDMN in the last 6-8 years. Heck, they may have to get Ulander under a dep to see what his contact was with Les. This discovery work will cost tens and tens of thousands of dollars to complete. The motions would have been a couple grand at most. It’s why I say I’m very frustrated. IMO MDMN has not dumped everything into the BC court jurisdiction and set themselves up to have to spend tens of thousands of dollars which Les would only have to spend a fraction. Unless I can see the why behind MDMN’s strategy. I’m very disappointed.
Why are we still guessing and speculating what our lawyers? Shouldn’t we be getting regular updates on what they are doing or are not privy to this information? It is MDMN who will get the bill for their services._
Can anyone tell me why we would be dealing with Les in a Canadian court when the company
is located in the United States. So maybe the answer is we respond to his useless suit and
we file a claim in the US courts against the POS where the Company is domiciled. I read
through your long winded statement and am curious why we would establish our claim in
Canada.
Because MDMN just submitted themselves to the jurisdiction of the BC court by filing a response. In any civil case, to contest jurisdiction, you CANNOT file responsive pleading to the complaint. Generally, you file an appearance and a motion to change venue contesting jurisdiction. Generally under most long arm statutes (these are the ones that allow a court to hear a claim) a claim must be brought in the jurisdiction in which the defendant entered into the contract or does business. In this case, due to MDMN being a Nevada corporation, the proper jurisdiction should have been Nevada. It’s what happened in MDMN Okanadian case, one the MDMN officer/director defendants (I forget who) filed a motion to dismiss contesting the jurisdiction of the Nevada court. The court denied the motion and held Nevada the proper place for the litigation due to MDMN status as a Nevada corp. Did you notice how I said “should” have jurisdiction.
The flip side of contesting jurisdiction is submitting to jurisdiction. If a defendant files a responsive pleading to a complaint before it attempts to contest jurisdiction, the defendant loses the right to contest and the court will hold the defendant has submitted (or accepted) the court has jurisdiction over him to hear the plaintiff’s complaint.
MDMN filed a responsive pleading to GKX’ complaint with the 11/22 answer to the complaint. MDMN accepted and agreed the BC court was the appropriate court to rule upon GKX’ complaint. MDMN is now barred from seeking to move the case to any other jurisdiction, Nevada, or even another Canadian jurisdiction. Unfortunately, because the issues in GKX and Les complaint inseparable, Les’ complaint will have to be heard by the same BC court and most likely will consolidated into the GKX case. And, any of MDMN’s affirmative defenses or counter-claims (which they have not brought yet) are insperable from the GKX/Les complaints. And, any third party stock transfer litigation from MDMN would be inseparable from the GKX/Les complaints. All of these issues (if properly brought before the court by MDMN)(which they haven’t done yet, which I feel is a bad mistake), would involve the same witnesses, the same evidence, the same testimony to resolve. All of these issues should be resolved at the same time to conserve judicial resources and the resources of the parties involved. So, by failing to contest jurisdiction of the GKX litigation, IMO MDMN has doomed themselves to having the BC court handle all issues, complaints, counter-complaints, third party complaints, cross complaints, etc. involved with the MDMN/Les share debacle. IMO you can’t separate the cases, they are too intertwined over a 6-8 year period of time.
So in answer to your question, BC gets to make the decision because MDMN, IMO, screwed up and submitted themselves to the jurisdiction of the BC courts. Because I am not licensed to practice in Canada and do not have familiarity with Canadian civil procedure, I hope I am wrong and MDMN has the right to contest jurisdiction; however, what I’ve described in my posts today applies to both the US Federal and State court systems (with different tweaks from state to state) and I’m sure Canada uses similar procedures, so I doubt I’m wrong. In fact a quick Google Search shows the Supreme Court Rules of British Columbia at http://www.bclaws.ca/civix/document/id/complete/statreg/168_2009_01 And Rule 3-5 specifically states if a defendant wants to file a counter-claim he must do so within the time frame allowed him to answer the complaint. Exactly like the US rule. Also I found a law review article dealing with Canadian jurisdiction at http://www.thefederation.org/documents/03.Challenging%20Jurisdiction.pdf On page 9, Section two it talks about the steps necessary to take to contest jurisdiction by a defendant. In the middle of the paragraph it specifically states: “In this circumstance, it essential in respect of a jurisdiction simpliciter challenge that the defendant take no steps in the proceeding, which might be construed as attornment to the jurisdiction.” This means you can’t file any substantive pleadings or you submit yourself to the jurisdiction of the court. Oops. So, although I am not licensed in Canada, the court system is very similar to the US one, and I doubt I’m wrong.
I hope MDMN has a plan. I hope they give us more details. I hope they let us know why they are taking this route. Over all my posts today, I have expressed my frustration at the way they have responded. IMO a first year attorney would have been able to respond they way they did. They’re supposed have competent legal counsel. IMO, it doesn’t show with this filing. And the more I look at it the worse I feel about it.
You welcome. I’m glad there exists a topic on which I can provide some of my experience and knowledge to others here. I know have learned quite a bit about the physical act of mining and owning a mining company from the knowledgeable posters here and I hope I’ve helped others understand what’s happening with MDMN legally. I also know I’ve learned enough to never invest in another MDMN type company ever again! LOL!
Litigation is nothing to ignore, sweep under the rug, or act dismissively towards. Simple things in litigation can have long lasting effect, my example of the missed request to admit and MDMN’s example of submitting jurisdiction on one case affecting third party litigation by MDMN on a different case.
IMO MDMN needs to provide a comprehensive update of their overall plan RE the Les share debacle. If they had filed a motion to change venue contesting the jurisdiction of the BC court, I know I would, and I would hope others would have felt better about MDMN’s handling of the case. I know I would have felt MDMN acted to fight back hard against Les BS. But, MDMN didn’t respond this way. IMO MDMN entered with a whimper and improperly submitted themselves to BC courts. Now, because of this action, which seems to not provide much benefit to MDMN, I feel MDMN needs to give us more info on their plans. MDMN doesn’t have to provide details, but I feel they should let us know why they are handling things in BC instead of Nevada and what steps they will be taking in the near future to protect MDMN’s interests against Les, GKX, and the third parties. There are probably a lot more experienced traders who have been trading in companies who have gone through litigation and I guess not many of them entered litigation so softly and benignly. IMO, I feel MDMN needs to let us know why they have acted this way.