Cenergy Investments, LLC v. Linda Camp

IN THE DISTRICT COURT IN AND FOR McCURTAIN COUNTY STATE OF OKLAHOMA CENERGY INVESTMENTS, LLC, an Oklahoma limited liability company, vs. LINDA CAMP, an individual; VICTORIA PERRIN, an individual; and RITA CAMP, an individual, Plaintiff, Defendants. PETITION COMES NOW the Plaintiff, Cenergy Investments, LLC ("Cenergy") and for its cause of action against the Defendants, Linda Camp, Victoria Perrin, and Rita Camp, alleges and states as follows: Parties, Jurisdiction, and Venue 1. Plaintiff Cenergy Investments, LLC is an Oklahoma limited liability company, with its sole member a resident of Alabama. 2. Defendant Linda Camp ("Linda") is a resident of McCurtain County, Oklahoma. 3. Defendant Victoria Perrin ("Vicky") is a resident of McCurtain County, Oklahoma, and a daughter of Defendant Linda Camp. 4. Defendant Rita Camp ("Rita"), previously known as Rita Payton and Rita Camp-Payton, is a resident of McCurtain County, Oklahoma, and a daughter of Defendant Linda Camp. 5. The dispute arises from actions occurring in McCurtain County, Oklahoma. 6. This Court has jurisdiction over the parties and over the subject matter of this action, and venue is proper in this Court. Statement of Facts 7. Cenergy realleges and incorporates by reference the allegations of Paragraphs 1-6 above, and allege and state further as follows: 8. Linda is the daughter of Dolf Cress and Nina Cress. Nina Cress passed away January 24, 2013, and Dolf Cress passed away February 15, 2015. 9. Linda executed an Affidavit of Surviving Joint Tenant on July 9, 2015, and recorded it on July 10, 2015, alleging that she was a joint tenant with Dolf Cress and Nina Cress in certain lands and that by virtue of the deaths of Dolf Cress and Nina Cress, she is vested with 100% ownership in those lands. The lands are generally described as the S/2 SE/4 NE/4 SE/4 of Section 35, Township 4 South, Range 24 East, McCurtain County, Oklahoma, and are part of what is described below as Tract 5 on the Pinnell Survey. 10. Linda, as Trustee of the Cress Family Trust, executed on December 31, 2015, and recorded on January 12, 2016, a Trustee’s Deed to Linda Camp of essentially the S/2 SE/4 and NE/4 SE/4 of Section 35, Township 4 South, Range 24 East, McCurtain County, Oklahoma, less some minor carveouts not relevant here. This Trustee’s Deed encompasses, inter alia, certain real property containing approximately 67 acres along the east side of Highway 259 in Broken Bow, Oklahoma (the “Hwy 259 Tract”). The lands referenced in the 2015 Affidavit of Surviving Joint Tenant above also lie within the Hwy 259 Tract. 11. On the same date, January 12, 2016, that Linda recorded the Trustee’s Deed, she recorded a Warranty Deed conveying title in the same lands as the Trustee’s Deed from Linda Camp and James Camp, husband and wife, to Linda Camp, James Camp, Victoria Lee Perrin, and Rita Payton, as joint tenants with right of survivorship. 12. In July 2020, Linda Camp retained attorney Charlie Mayhue to provide a title opinion. Upon information and belief, this title opinion was for the lands identified in the Trustee’s Deed referenced in paragraph 10 above. It is believed the title opinion was completed prior to the end of 2020, although the exact date is unknown. 13. On July 28, 2020, Linda filed a combined probate of the Estates of Nina Cress, Deceased, Dolf Cress, Deceased, and Brenda C. Batchelor, Deceased (“Estates”), in Case No. PB-2020-34, McCurtain County, Oklahoma (“Cress Probate”), alleging each left an estate consisting of real and personal property. Brenda C. Batchelor (“Brenda”) was Linda’s twin sister, and the daughter of Dolf and Nina Cress. 14. On September 9, 2020, Linda was appointed Personal Representative of the Estates of Nina Cress, Deceased, Dolf Cress, Deceased, and Brenda C. Batchelor, Deceased, and Letters Testamentary issued. 15. In October 2021, Linda, individually and not as Personal Representative, entered into contracts to sell, inter alia, two tracts of land within the Hwy 259 Tract to Vonderosa Properties, LLC (“Vonderosa”). These two tracts contained approximately 12.95 acres and 7.3 acres, but the final boundary lines and acres would have to await completion of a partition survey. 16. Further, during the Cress Probate, Linda, Vicky, and/or Rita, on property Vicky described as “our family estate,” sought to create “Hochatown Village, a commercial community.” Upon information and belief, the “family estate” consisted of approximately 67 acres on the east side of Highway 259, the Hwy 259 Tract, and approximately 14 acres on the west side of Highway 259. While Linda, Vicky, and/or Rita wanted to sell all of the family estate after partitioning it into ten (10) tracts, they also wanted to protect the buyers of the tracts from the inappropriate use of any of the tracts. Toward that end, Linda, Vicky, and/or Rita retained legal counsel, Matt Winton, in December 2021 to prepare a “Declaration of Covenants, Conditions, and Restrictions for Hochatown Village, a Commercial Community to McCurtain County, Oklahoma” (“Covenants”). 17. Drafts of the Covenants were circulated to the buyers then under contract to purchase lots in the Hwy 259 Tract, and revisions were made to the Covenants as the parties attempted to reach an agreement. 18. In February 2022, three new real estate sale contracts, two with Vonderosa (the “Vonderosa Contracts”) and one with Steve Gable (the “Gable Contract”), were executed, with closing on each set for March 30, 2022. However, the legal descriptions remained only approximate, as the parties were still waiting on completion of the partition survey. 19. As with the prior real estate sales contracts, the Vonderosa Contracts and the Gable Contract showed Linda Camp as the grantor, not Linda Camp, as Personal Representative, as the grantor. 20. Upon information and belief, most or all of the negotiations regarding the sale of these tracts and the development of the Covenants were carried out by Vicky, although it is unclear if they were done at the direction of Linda, as Personal Representative, or on Vicky’s own initiative. 21. In February 2022, the Pinnell Group completed the Partition Survey (“Pinnell Survey”) for the Hwy 259 Tract, dividing it into seven (7) tracts of various sizes from 5.984 acres to 14.449 acres, and numbered as Tracts 4, 5, 6, 7, 8, 9, and 10 (Tracts 1, 2, and 3 are located on the west side of Highway 259 and are not involved in this dispute.). 22. The Vonderosa Contracts were for two tracts totaling almost 21 acres, identified as “Tract 4” (12.395 acres) and “Tract 5” (8.522 acres), and the Gable Contract was for one tract of 14.49 acres, identified as “Tract 7” (collectively, the “Hwy 259 Contracts”). 23. Even though Linda had previously recorded an Affidavit of Surviving Joint Tenant in 2015, and a Trustee’s Deed and then a Warranty Deed in 2016, placing title in the subject lands in Linda Camp, James Camp, Victoria Lee Perrin, and Rita Payton, as joint tenants with right of survivorship, the grantor on the Vonderosa Contracts and the Gable Contract only showed Linda as grantor. 24. A Notice of Hearing Return of Sales Under Power in Wills was filed in the Cress Probate on March 8, 2022, which set the hearing on the Return of Sales for April 6, 2022 to approve the sale, inter alia, of Lots 4, 5, and 7. Linda, as Personal Representative, sought approval of the Court in the Cress Probate, despite no apparent ownership of the Estates in the subject tracts, based on Linda’s earlier deeds. 25. As discussions of the Covenants for Hochatown Village progressed, the parties could not reach an agreement. The stumbling block appeared to be that the buyers sought the same status as the declarant of the covenants, i.e., the Estates, which would entitle the buyers to a say in the development decisions, such as design and construction elements. This issue came to a head during a Zoom call on March 11, 2022. 26. Upon information and belief, at some point on or after the March 11, 2022 Zoom call, Linda, Vicky, and Rita, decided that they did not want to close on the Hwy 259 Contracts. 27. On or about March 23, 2022, Linda contacted Dawn Hibben, a realtor involved in the sale of the two tracts to Vonderosa, to inquire whether Vonderosa “would like to get out of the contracts.” Hibben advised Linda that Vonderosa did not want to get out of the contracts and intended to perform. Linda denies this conversation ever took place. 28. Linda refused to sign an extension of the March 30, 2022 closing date of the Hwy 259 Contracts, and instead offered to cancel the contracts and return the earnest money. 29. Vonderosa made it clear that it was ready, willing, and able to close on the contracts. 30. During approximately the same period, M. Anthony King, Jr. ("Anthony"), a businessman from Alabama, came to Oklahoma to help an old friend, Jim Camp ("Jim"). Jim is Linda’s nephew. Jim is first cousin to Vicky and Rita. Anthony had met Jim about 20 years before and they remained friends. Jim had asked Anthony to come to Oklahoma to help him with a development, a subdivision in McCurtain County to be known as Camp Creek Ranch, which is unrelated to the current dispute. Initially, Anthony declined but eventually said he would help him. Once in Broken Bow, Jim asked Anthony to meet Vicky. Anthony’s first communication with Linda, Vicky, or Rita occurred with Vicky on March 30, 2022. Shortly thereafter, Anthony met in person with Jim and Vicky and the three of them went out to see the Hwy 259 Tract. Vicky told Jim and Anthony that she was in a real estate deal at that time, and was worried she might do the wrong thing for her family. Vicky described the pressure she was under handling the property decisions for Linda, Rita, and herself. 31. Thereafter, Anthony met with Jim and Vicky at Jim’s house. Vicky brought the real estate contracts and asked Anthony to review them. Despite Vicky’s best efforts, Anthony would not provide his opinion regarding the contracts. Anthony left Oklahoma without considering doing anything together with Vicky. 32. In a May 12, 2022 email, counsel for Vonderosa and Gable advised the Estates’ counsel that he believed the Hwy 259 Contracts were valid and enforceable, and he was preparing petitions to enforce those contracts. 33. On May 13, 2022, Linda, Vicky, and Rita communicated their desire to Anthony to meet and discuss a venture with him with respect to the Hwy 259 Tract. 34. At some point during this process, Linda advised her daughters, Vicky and Rita, that the Hwy 259 Tract was for them, and they should be making the decisions related to it. 35. Over the ensuing weeks, discussions continued between Anthony and primarily Vicky regarding potential development of the Hwy 259 Tract, including a trip by Anthony to Oklahoma the week of May 16, 2022. The discussions culminated in a proposed legal structure for the venture. The venture would include the transfer of the subject property to an entity to be formed and known as Cress Premier Properties, LLC ("Cress Premier Properties"), which would be owned equally by Cenergy Investments, LLC, where Anthony is the sole member, and Rickie Investments, LLC, an entity to be formed, where Vicky and Rita would be the only members. Anthony had originally formed Cenergy Investments, LLC in April 2022 as part of the development of Jim's Camp Creek Ranch subdivision. 36. Cress Premier Properties could engage in property sales, leases and management with other entities, or may own other operating entities. Cenergy would front 100% of the finances needed to execute the venture and would also pay reimbursement to those working for and on behalf of the company, including time and travel. 37. Once the parties agreed regarding the structure of the venture, Rickie Investments, LLC and Cress Premier Properties, LLC were formed on May 26, 2022. 38. Linda represented that she was the Personal Representative of the Estates and that the subject property was owned by the Estates. 39. Anthony questioned whether Linda should be "the" Personal Representative or a Co-Personal Representative, based on what he had heard from another attorney. However, Vicky clarified that Linda and her twin sister, Brenda, would have been co-representatives but Brenda passed away October 22, 1996, and that Brenda's son, Tracy Batchelor ("Tracy"), was disinheritied by her. While Tracy had come up in a prior call, this represented the beginning of Linda, Vicky, and Rita trying to convince Anthony that nothing is wrong with the title to the Hwy 259 Tract and that Tracy is not an “issue” because he was disinherited. 40. Linda, Vicky, and Rita failed to disclose the details surrounding the existence and status of Tracy and his potential involvement in the Cress Probate and the subject property. 41. Upon information and belief, during this time, Linda, Vicky, and Rita were aware of the Trustee’s Deed and Warranty Deed in January 2016, which resulted in Linda, James, Vicky, and Rita as joint tenants in the Hwy 259 Tract. 42. Upon information and belief, during this time, Linda, Vicky, and Rita were in possession of and knew the conclusion of the title opinion provided by Charlie Mayhue that an alleged scrivener’s error is present in a 1992 warranty deed from Dolf Cress and Nina Cress to the Cress Family Trust, which greatly reduced the quantum of land deeded to the Cress Family Trust. If the 1992 deed were reformed, then the Estates would not own any interest in the Hwy 259 Tract. 43. Despite knowledge of the Trustee’s Deed and Warranty Deed in January 2016 and of the title opinion during this time, neither Linda, Vicky, or Rita, in any capacity, sought to reform the 1992 deed or quiet title, or inform Anthony of their knowledge of the title issue with the Hwy 259 Tract. 44. On May 24, 2022, Vonderosa Properties, LLC filed a lawsuit against the Estates of Nina Cress, Dolf Cress, and Brenda Batchelor, and Linda Camp, as Personal Representative of the Estates, for specific performance of the two Hwy 259 Contracts involving Vonderosa (Vonderosa Properties v Estate of Nina Cress, et al., Case No. CJ-2022-00053, McCurtain County, Oklahoma). 45. On May 24, 2022, Steven Gable filed a lawsuit against the Estates of Nina Cress, Dolf Cress, and Brenda Batchelor, and Linda Camp, as Personal Representative of the Estates, for specific performance of the Hwy 259 Contract involving Gable (Steven Gable v Estate of Nina Cress, et al., Case No. CJ-2022-00054, McCurtain County, Oklahoma). 46. Linda, along with Vicky and Rita, wanted to fight these lawsuits by Vonderosa and Gable. 47. Cenergy offered to front the funds required for the legal fight against these lawsuits, and to provide consulting services related to the subject property, in return for the conveyance of the properties into the entity created to develop the properties, Cress Premier Properties, if the legal fight was successful, or a share of the net proceeds from the sale of the properties, if the legal fight was unsuccessful. 48. Linda, as Personal Representative, and Cenergy memorialized their agreement in a Consulting Agreement executed on June 14, 2022. The Consulting Agreement is in the name of Linda, as Personal Representative, because Linda represented that she was the Personal Representative and that the subject properties identified in the Consulting Agreement were owned by the Estates. 49. Linda, as Personal Representative, also executed on June 14, 2022, a Promissory Note in favor of Cenergy in an amount up to $500,000 to secure the payment of the funds advanced to fight the lawsuits by Vonderosa and Gable. 50. Under the terms of the Consulting Agreement, if Linda, as Personal Representative, was successful in defeating the specific performance lawsuits of Vonderosa and Gable, then Linda, as Personal Representative, would promptly cause fee simple title to be conveyed to Cress Premier Properties, LLC, the entity owned equally by Cenergy Investments, LLC and Rickie Investments, LLC, that would develop the subject tracts. However, if Linda, as Personal Representative, was unsuccessful in defeating the specific performance lawsuits of Vonderosa and Gable, then Linda, as Personal Representative, would promptly pay Cenergy a consulting fee of fifty percent (50%) of the net proceeds received from the sales of the subject properties. 51. With the financial assistance of Cenergy, Linda retained counsel to fight the Vonderosa and Gable specific performance lawsuits. Linda also authorized Anthony, Vicky, and Rita to communicate with her counsel fighting the Vonderosa and Gable specific performance lawsuits. 52. At the same time, Cenergy sought to move forward with the transfer of the tracts not involved in the Vonderosa and Gable specific performance lawsuits to Cress Premier Properties, LLC. Title work proceeded forward in preparation of transferring title to these tracts to Cress Premier Properties, LLC. 53. However, during this process, in August 2022, counsel working on title issues believed that Linda and Tracy were still equal heirs to the subject property. This news derailed efforts to transfer the property not subject to the Vonderosa and Gable lawsuits to Cress Premier Properties, LLC. 54. The litigation in the specific performance cases continued, with attempts in the fall of 2022 by Vonderosa for summary judgment and by Linda, as Personal Representative, for summary judgment. 55. In an affidavit dated October 27, 2022 and submitted in Vonderosa Properties v Estate of Nina Cress, et al., Case No. No. CJ-2022-00053, McCurtain County, Oklahoma, Linda denied signing any of the real estate sale contracts, either individually or as personal representative. 56. The Court denied all motions for summary judgment in the Vonderosa case. 57. Thereafter, the parties to the Vonderosa and Gable specific performance lawsuits, as well as non-parties such as James Camp, Vicky, Kevin Perrin, and Rita, engaged in settlement negotiations. During these settlement negotiations, the relationship between Linda, Vicky, Rita, and Anthony deteriorated and they no longer communicated after late-March 2023. 58. The settlement negotiations culminated in a global settlement of the Vonderosa and Gable specific performance lawsuits and the sale of the two tracts to Vonderosa and one tract to Gable by the Estates. Tract 4 sold to Vonderosa for $830,465.00, Tract 5 sold to Vonderosa for $570,974.00, and Tract 7 sold to Gable for $968,083.00. In all, the three tracts sold for a total of $2,369,522.00. 59. These three sales were confirmed by the probate Court on September 28, 2023, and Personal Representative’s Deeds, executed on September 28, 2023, were recorded on October 10, 2023. In addition, Quit Claim Deeds from Linda Camp and James Camp, Husband and Wife, Victoria Lee Perrin and Kevin Perrin, Wife and Husband, and Rita Payton for these same three tracts, executed on September 28, 2023, but were not recorded until January 18, 2024. 60. Cenergy advanced $37,075.41 defending Linda Camp, as Personal Representative, in the Vonderosa and Gable specific performance lawsuits, by paying for her legal representation at Phillips Murrah. 61. Thereafter, on October 7, 2024, Rita Payton, as Trustee of the Cress Family Trust, filed a lawsuit against Estate of Dolf Cress, Estate of Nina Cress, and the Estate of Brenda Batchelor in McCurtain County (Rita Payton, as Trustee of the Cress Family Trust, v. Estate of Dolf Cress, Estate of Nina Cress, and the Estate of Brenda Batchelor, Case No. CJ-2024-134, McCurtain County District Court) ("Cress Family Trust Lawsuit"). 62. In the Cress Family Trust Lawsuit, which is based on knowledge known to Linda, Vicky, and Rita since the 2020 title opinion, the Petition alleges a scrivener's error in a 1992 warranty deed from Dolf Cress and Nina Cress to the Cress Family Trust resulted in less than the full tract of land being deeded in the Crest Family Trust. The Cress Family Trust Lawsuit seeks reformation of the 1992 deed, quiet title, and declaratory relief. Count One – Breach of Contract Against Linda Camp 63. Cenergy realleges and incorporates by reference the allegations of Paragraphs 1-62 above, and allege and state further as follows: 64. Linda entered into the Consulting Agreement with Cenergy on June 14, 2022. 65. Although Linda executed the Consulting Agreement as Personal Representative, later in the Cress Probate, Linda argued that a personal representative does not have the authority to bind the Estate to such a contract as the Consulting Agreement. 66. To the extent the Consulting Agreement is not enforceable against Linda, as Personal Representative, in the Cress Probate case, the Consulting Agreement is, nevertheless, enforceable against Linda, individually. 67. Linda breached the Consulting Agreement by failing to pay Cenergy an amount equal to 50% of the amount of net proceeds received by the Estate as a result of the sale of the properties. 68. Cenergy has suffered damages. Under the Consulting Agreement, Cenergy is entitled to an amount equal to half of the net proceeds of $2,369,522.00 or $1,184,761.00. Count Two – Breach of Promissory Note Against Linda Camp 69. Cenergy realleges and incorporates by reference the allegations of Paragraphs 1-68 above, and allege and state further as follows: 70. Linda entered into a Promissory Note with Cenergy on June 14, 2022. 71. Funds advanced under the Promissory Note were used to defend the Estates against the Vonderosa and Gable specific performance lawsuits. 72. Although Linda executed the Promissory Note as Personal Representative, to the extent the Promissory Note is not enforceable against Linda, as Personal Representative, in the Cress Probate, the Promissory Note is, nevertheless, enforceable against Linda, individually. 73. Linda defaulted on the Promissory Note by failing to pay Cenergy the amounts owed when due. 74. The amount owed under the Promissory Note is $60,823.54 in principal and $10,221.70 in interest, with interest accruing at the Wall Street Journal prime rate plus 2% per annum, adjusted monthly. On June 14, 2023, the interest rate changed to the default interest rate, which is the original interest rate (Wall Street Journal prime rate plus 2% per annum, adjusted monthly) plus two percent (2%) per annum. The Note also provides for a $500.00 late fee and reasonable attorney fees in the collection of the Note. Count Three– Fraud in the Inducement Against Linda Camp, Victoria Perrin, and Rita Camp 75. Cenergy realleges and incorporates by reference the allegations of Paragraphs 1-74 above, and allege and state further as follows: 76. Linda, Vicky, and Rita fraudulently induced Cenergy to expend funds in furtherance of Cress Premier Properties, LLC and development of the Hwy 259 Tract, and to enter into the Consulting Agreement and Promissory Note. 77. Linda, Vicky, and Rita misrepresented material information and withheld material information from Cenergy regarding the title issues associated with the Hwy 259 Tract, all in an effort to induce Cenergy into the creation of Cress Premier Properties, LLC, and induce Cenergy to enter into the Consulting Agreement and Promissory Note, based on authority she did not have, to secure assistance and funding from Cenergy, all to Cenergy's detriment. 78. Linda, Vicky, and Rita conspired, agreed, and combined to either commit the wrongful acts complained of in this Petition, or to countenance and/or aid and abet Linda, Vicky, or Rita in committing them. 79. The various wrongful acts complained of in this Petition were committed in furtherance of said conspiracy, agreement, and combination, and have resulted in the damages to Cenergy as set forth herein. 80. Linda, Vicky, and Rita are therefore liable for the wrongful acts of one another as complained of above and Cenergy is entitled to compensation. 81. Cenergy has been damaged by the actions of Linda, Vicky, and Rita in an amount in excess of $75,000. 82. The intentional actions of Linda, Vicky, and Rita were each in such disregard of Cenergy's rights to justify an award of punitive or exemplary damages in an amount to be determined at trial. WHEREFORE, Plaintiff Cenergy Investments, LLC respectfully pray for judgment against Defendants, Linda Camp, Victoria Perrin, and Rita Camp, in the amount in excess of $75,000, the cost of this action, a reasonable attorneys' fee, and any other and further relief this Court deems just and proper. Respectfully submitted, BARBER & BARTZ Robert J. Bartz, OBA No. 580 Charles R. Willing, OBA No. 5873 525 South Main Street, Suite 800 Tulsa, Oklahoma 74103-4511 Phone (918) 599-7755 Fax (918) 599-7756 Email: [email protected] [email protected] ATTORNEYS FOR PLAINTIFF Attorney Lien Claimed Jury Trial Demanded