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Senior Hous. Assistance Grp. v. AMTAX Holdings 260, LLC

United States District Court for the Western District of Washington

March 29, 2019, Decided; March 29, 2019, Filed

Case No. C17-1115 RSM




A bench trial was held in this matter on March 4, 2019, [*2]  with live testimony and exhibits submitted by both parties. The Court heard testimony from the following witnesses: Jay Woolford (live), Stephen Smith (by videotaped deposition), and Bryan Park (live) for Plaintiff Senior Housing Assistance Group ("SHAG"); and Ryan Trane (live) for Defendants (the "AMTAX" entities). Prior to the trial, the Court limited the issues to be tried in the Court's Order re Summary Judgment (Dkt. # 142), as clarified by the Court's Order Denying Motion for Reconsideration (Dkt. # 147).

The key issues of law at trial were: 1) whether the third party offers obtained by the various property Partnerships were legally sufficient to trigger SHAG's Section 7.4L Right of First Refusal ("ROFR") for each project and 2) whether SHAG is precluded from exercising its ROFRs under the doctrine of unclean hands.


"In an action tried on the facts without a jury... the court must find the facts specially and state its conclusions of law separately." Fed. R. Civ. P. 52(a). The trial court is empowered to judge the credibility of the witnesses. See Spokane Arcade, Inc. v. City of Spokane, 75 F.3d 663, 665 (9th Cir. 1996); Zivkovic v. S. Cal. Edison Co., 105 Fed. Appx. 892, 893 at n.1 (9th Cir. 2004) (citing Anderson v. City of Bessemer City, N.C., 470 U.S. 564, 575, 84 L. Ed. 2d 518, 105 S. Ct. 1504 (1985)).

The Court specifically finds that the witnesses Bryan Park and Stephen Smith were not credible. Their answers during testimony [*3]  were incomplete and evasive, and their demeanor leads the Court to conclude that they were untruthful about their own experiences and observations. In addition, Mr. Park's significant economic stake in the outcome of this case supports the Court's conclusion that Mr. Park was motivated to solicit sham offers and later provide false testimony about his actions. Other evidence at trial supports the Court's conclusion that Mr. Smith had a financial motivation to assist Mr. Park in this case, including being unable to remember circumstances surrounding his execution of Purchase and Sale Agreements offering to purchase Meridian Court and Auburn Court. The witnesses Jay Woolford and Ryan Trane were generally credible in their testimony based on the above factors.

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2019 U.S. Dist. LEXIS 54307 *; 2019 WL 1417299

SENIOR HOUSING ASSISTANCE GROUP, Plaintiff, v. AMTAX HOLDINGS 260, LLC, et al., Defendants.AMTAX HOLDINGS 260, LLC, et al., Counter-Plaintiffs, v. SENIOR HOUSING ASSISTANCE GROUP, et al., Counter-Defendants.

Subsequent History: Appeal dismissed by, Without prejudice Senior Hous. Assistance Group v. Amtax Holdings 260, 2019 U.S. App. LEXIS 27741 (9th Cir. Wash., Sept. 13, 2019)

Prior History: Senior Hous. Assistance Grp. v. AMTAX Holdings 260, LLC, 2019 U.S. Dist. LEXIS 26165 (W.D. Wash., Feb. 19, 2019)


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