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Posts Tagged ‘13th Regional Corporation’

(2006)

BAY BANK, a division of COWLITZ BANCORP, a state chartered bank, successor to ASIA, EUROPE, AMERICAS BANK, Plaintiffs
v.
f/v ORDER OF MAGNITUDE, O. N. 959446, its Engines, Machinery, appurtenances, etc., IN REM; and RAY G. WADSWORTH, and LYDIA J WADSWORTH, et al., Defendants and Third Party Plaintiffs
v.
THE 13TH REGIONAL CORPORATION, Third Party Defendants.

No. C05-5740RBL.United States District Court, W.D. Washington, Tacoma.

December 1, 2006.

ORDER DENYING MOTION TO COMPEL ARBITRATION

RONALD B. LEIGHTON, District Judge.

This matter is before the Court on the Motion of Defendants and Third Party Plaintiffs Wadsworth, Peterson, Redman, and Johnston (“Defendants/Third Party Plaintiffs”) to Compel arbitration of its third party claims against The 13th Regional Corporation pursuant to the May 2004 Subscription Agreement between AlaskaCatch and The 13th. [Dkt. #62] The underlying litigation involves a claim by Bay Bank against the Defendants/Third Party Plaintiffs (and a ship) seeking re-payment for a loan. The Defendants /Third Party Plaintiffs are Managers of an entity known as AlaskaCatch LLC. AlaskaCatch entered into a “Subscription Agreement” with The 13th, pursuant to which The 13th would purchase a majority interest in AlaskaCatch, assume pre-existing loan obligations to Bay Bank, and, relevant here, to indemnify AlaskaCatch’s Shareholders (Defendants/Third Party Plaintiffs here) with respect to that loan.

The Subscription Agreement was between AlaskaCatch and The 13th, and was signed by various parties in their representative capacities on behalf of those respective entities. The 13th has argued that its CEO, Ken Krajewski, did not have actual or apparent authority to enter into the Subscription Agreement, despite the fact that it (like AlaskaCatch) performed under it for some time prior to the dispute leading to this litigation. The Defendants/Third Party Plaintiffs bound AlaskaCatch, but also obtained in the Agreement an indemnity provision benefitting themselves personally with respect to the Bay Bank loan. They presumably did so because they were personally liable to the Bank on its loan to AlaskaCatch[1].

When Bay Bank began its collection efforts against them, the Third Party Plaintiffs made an arbitration demand upon The 13th. That effort was not successful as The 13th claimed that Krajewski was not authorized to bind it to the Subscription Agreement generally and to its arbitration provision specifically. When the Defendants/Third Party Plaintiffs were sued by Bay Bank in this case, they in turn asserted a third party claim against The 13th, seeking to force arbitration of the Subscription Agreement’s indemnity provision.

The 13th sought to dismiss that arbitration claim under Rule 12(b)(6), arguing that the Defendants/ Third Party Plaintiffs were not parties to the Subscription Agreement (and thus could not enforce its arbitration provision). [See Dkt. # 32] Because the Subscription Agreement’s indemnity provision made the Defendants/Third Party Plaintiffs third party beneficiaries of the agreement, the court denied The 13th’s Motion. [See Dkt. #47.]

Defendants/Third Party Plaintiffs now affirmatively seek to compel arbitration of their indemnity claims against The 13th pursuant to the Subscription Agreement.

As it indicated it would in its initial Motion, The 13th raises additional defenses to the arbitrability of the Defendants/Third Party Plaintiffs claims against it. It argues that Krajewski did not have apparent or actual authority to bind The 13th to the “irregular,” “one sided” and “unprecedented” sort of Agreement that the Defendants/Third Party Plaintiffs now seek to enforce. It argues that “authority” issues are for the court to determine in the first instance, and that the question of Krajewski’s authority must be resolved in court, not by the arbitrator. Indeed, it argues, this precise issue has already been ruled upon by Judge Brian Gain of the King County Superior Court. In a 2004 state court action by The 13th against AlaskaCatch, apparently still pending,[2] AlaskaCatch sought to compel arbitration pursuant to the Subscription Agreement, and Judge Gain denied the Motion, ruling “The 13th is entitled to a jury trial on the issue of whether Mr. Krajewski had authority to bind The 13th to the Subscription Agreement.” [See Dkt. 74-3; Declaration of James Fowler at Ex. 36]

It should also be noted that there are numerous other issues[3] and dynamics at play. Mr. Johnston, who is both an attorney and a Defendant/Third Party Plaintiff as a Charter Member of AlaskaCatch, represents himself in this case. The 13th makes a number of claims that Johnston violated his ethical obligations under the RPCs in his dealings with The 13 th. For his part, Johnston has asserted an additional Third Party Complaint against two of The 13th’s members or shareholders, Liz Ross and Norman Ream, and against its CEO, Ken Krajewski, personally, alleging breach of fiduciary duty, securities violations, and the like. He has also sued The 13th’s counsel herein, Vandeberg Johnson and Gandara, alleging that it “aided and abetted” these violations and itself violated the RPCs in its conduct prior to this litigation. There are numerous other counter and cross claims, and third party complaints by and among the various parties.

Against this backdrop, the Defendants/Third Party Plaintiffs argue that their indemnity claims against the 13th should be severed and referred to arbitration. They argue that Krajewski had authority to enter into the Subscription Agreement as a matter of law, and that Judge Gain’s ruling was made on an incomplete record, is not binding, and was wrong.

It is beyond dispute that the Subscription Agreement contains an arbitration clause. It provides in part that in the event of an unresolved dispute “either party may initiate binding arbitration by written notice to the other naming a single arbitrator [from JAMS or WAMS].”

In the face of a genuine dispute, however, the issue of the Agreement’s executor’s authority to bind The 13th is one for the court in the first instance, not an arbitrator. See Three Valleys Mun. Water Dist, 925 F.2d 1136 (9th Cir. 1991); see also Buckeye Check Cashing v. Cartenga, 126 S. Ct. 1204 (2006).

As The 13th argues, the Defendants/Third Party Plaintiffs’ Motion is akin to a Motion for Summary Judgment on the authority of Krajewski to execute the Subscription Agreement. To compel arbitration, the court must determine as a matter of law that there is no genuine issue of material fact as to Krajewski’s authority. There are numerous, documented “irregularities” in the Agreement’s execution and perfomance. Viewed in the light most favorable to it, The 13th has raised numerous genuine issues of fact as to the circumstances surrounding the Agreement’s execution generally, and specifically as to its CEO’s authority to bind it to an Agreement which brought it limited benefits, without the knowledge or consent of its Board. On this record, the Defendants/Third Party Plaintiffs are not entitled to summary judgment on the issue of Krajewski’s authority.

Additionally, compelling arbitration as the Defendants/ Third Party Plaintiffs seek would be flatly inconsistent with Judge Gain’s prior adjudication of this issue, if not an outright reversal of it. This the court will not do in any event. The arguments that that decision was wrong, inconsistent with later Supreme Court Authority (Cartenga), or based on an incomplete or inaccurate record are ones that should be made either in that court, or on a direct appeal of that ruling. It is not the place of this court to reverse or grant a reconsideration of the state court’s ruling. This issue has already been decided against the Defendants/Third Party Plaintiffs.

Finally, the complexity of the issues raised by all of the various claims, counterclaims, cross claims, and third claims now present in this case make the Defendants/Third Party Plaintiffs’ claim of “severability” suspect, if not incorrect. Referring some of these claims to arbitration, where they are inextricably intertwined with the claims remaining here, only increases the complexity and cost of the case, and unnecessarily introduces the likelihood of inconsistent results.

For these reasons, It is therefore ORDERED that

The Defendants’/Third Party Plaintiffs’ Motion to Compel Arbitration [Dkt. #62] is DENIED.

[1] AlaskaCatch LLC is or was in a Chapter 11 bankruptcy. Because of this, when Bay Bank was not repaid its loan, it sued, seeking payment from the guarantors of that loan, the Defendants /Third Party Plaintiffs here.

[2] Absent from the voluminous filings in this case is an explanation of what exactly that state court case involves, its interplay with the issues here, and its status. The Defendants/Third Party Plaintiffs do claim they are seeking a reversal of Judge Gain’s Order in state court.

[3] Also pending before the Court are the Plaintiff’s Motion for Summary Judgment, The 13th’s Motion to Join AlaskaCatch LLC as a party, and the Vandeberg firm’s Motion to Dismiss Johnston’s claims against it.

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Not too shabby for a days work,

click here for UPDATED contact information to 13th Regional Corporation Directors.

Updates are located throughout this page…

UPDATE: January 24, 2011: The 13th is now known as a “Ghost Corporation” in the media.  Read more about the inactivity of our directors at Alaska Dispatch.

UPDATE: January 7, 2011: New MAILING ADDRESS for 13th Regional Corporation: Visit the offices at Seattle Indian Center, Leschi Building, 611 12th Ave S., Suite 300 Seattle WA 98044-1911 (address provided on State of Alaska filings dated January 4, 2011). A photo of the building is at left.  Better yet, give them a call at (206) 859-4100, ext. 3, or call Mike Rawley directly, CEO, at 206-999-3622.

UPDATE: DEC. 12, 2009: New article on Alaska Dispatch website:  Ailing 13th Regional Corp. shrouded in mystery Mike Rawley is quoted as saying (in response to questions about The 13th’s financial health, future plans, and whether The 13th is in the process of collapsing—posed by Jill Burke, the seasoned reporter for Alaska Dispatch), “that’s for our shareholders to know.” When asked if shareholders have access to that information, he said “the ones that contact us individually do.”  CLICK HERE TO ASK THEM DIRECTLY AND SHARE YOUR RESPONSE WITH 13TH ACCOUNTABILITY.

UPDATE: NOV. 27 2009: On November 9, 2009, Jackie Rashleger filed a new Biennial Report with the State of Alaska. This document, with a change of officers, indicates an ongoing intent (by the named directors) to operate The 13th Regional Corporation, and they need to be continue to be held to the standard of care of ordinary and prudent directors and officers of a corporation. Read below and make your own decision to determine if you believe they are using the care required of directors of native corporations (not providing required financial reports, not having annual meetings, collecting hundreds of thousands of dollars in revenue and NOT reporting to shareholders).  PLEASE CALL YOUR DIRECTORS AT THE PHONE NUMBERS BELOW!

Remember: No Shareholder Meeting for over 3 years now; as of the last proxy solicitation (which never resulted in an actual meeting of shareholders), Art Smith was NOT elected by shareholders as a director, George Samuel’s term expired in 2007 or 2008, Mike Rawley’s term expired in 2007 or 2008, Jackie Rashleger’s term “expires in 2009″; Tom A. Harris’s term “expires in 2009″, and Christopher J. Kiana’s term “expires in 2008″.

In its last communication with its shareholders, The 13th Regional Corporation’s directors informed its shareholders that members of its Heritage Foundation would “renew contact” with shareholders “in the next few weeks” … “While the Board of The 13th focuses on recovery.” Why they would think that a 501(c)(3) charitable foundation was going to fund the ordinary course of business of a for-profit entity is another question.   Nevertheless, that was nearly one year ago. Click here to see that document.

Since it has now been 3 years since the directors of The 13th Regional Corporation have held an annual meeting of shareholders, this update will serve to inform shareholders and the public of the current status of the Corporation and its subsidiaries from this shareholder’s perspective. As I have always striven to do, I will gladly change information on this page if the directors ask me to do so and provide proof that any of the information is inaccurate. I won’t, however, change information if the posting merely reflects negatively on the directors’ performance.

The lowlights of the directors’ management of The 13th Regional Corporation: No audited financial reports to shareholders since FY 2006 reports were delivered, in violation of federal law 43 USC § 1625 and Alaska Statute 10.06.433. No quarterly financial reports provided despite legal demands from shareholders for well over a year. The directors continue to operate and collect money (revenue of over $700,000 alone from Talon Ridge/Alindeska Development Services LLC). The directors have allowed judgments and liens against the corporation for past employee withholding and employee benefits in the amounts of hundreds of thousands of dollars (see below). Separately, it owes settlement funds for past litigation in the amounts of several hundred thousand dollars. Washington State Tax Warrants have been filed in several counties (amounts undetermined at this time, but believed to be over $100,000). Eviction proceedings were commenced in August 2009 relating to The 13th’s main offices in Tukwila.  Separately, eviction proceedings were commenced in summer 2008 relating to subsidiary offices in Bremerton, Washington. The 13th was alleged have left behind assets:  “Vehicles, office supplies, furniture and equipment were all abandoned in the premises,” alleges one source.

As of October 14th, 2009, The 13th’s web site is now shut down. Its last communication with shareholders was during Fall, 2009. The 13th refused to provide information to regulators in Alaska and to Congressional staff in Washington, DC. Its directors refuse to comply with quarterly demands for financial statements.

As a reminder, these are YOUR directors as taken from The 13th’s web site before the directors allowed it to go dark (the list of directors were taken from the website when it was running, and from publicly filed documents with the State of Alaska; these people may or may not be directors as of 10/15/09; however, they were directors at some point during the period(s) covered in this update, from FY 2006 forward, according to the most recent proxy statements and/or regulatory filings). PLEASE NOTE: FEEL FREE TO SEND THEM E-MAILS BY CLICKING ON THE NAME OF EACH DIRECTOR/OFFICER (* indicates not a director—but an officer—in latest Alaska corporate filings as of January 2011).

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Jacqueline M. Rashleger*
1425 E CATHEDRAL ROCK DR
PHOENIX, AZ 85048

phone: (602) 280-9280
Arizona Time Zone

NOTE:  NO LONGER A DIRECTOR BUT IS IDENTIFIED AS AN OFFICER (SECRETARY) AS OF BIENNIAL FILING OF JANUARY 4, 2011; SHE WAS AN OFFICER AND/OR DIRECTOR DURING THE PERIOD OF MOST OF THE SUBJECT MATTER REPORTED ON THIS PAGE.

Thomas A. “Tom” Harris
3224 Staysail Drive
Anchorage, AK 99516-3521
phone: 907-345-6300
Alaska Time Zone

Business: c/o Tyonek Native Corp.
1689 C Street, Suite #219
Anchorage AK  99501
Tyonek Native Corp phone: 907-272-0707
Alaska Time Zone

tharris@tyonek.com
NOTE:  NO LONGER AN OFFICER AS OF BIENNIAL FILING OF JANUARY 4, 2011, ALTHOUGH HE IS IDENTIFIED AS A DIRECTOR .

Michael E. “Mike” Rawley
4372 Melcher Ave.
Lummi Island WA 98262
(principal with Raven Associates LLC)
Raven Associates LLC phone: 360-738-3155
Pacific Time Zone

(from Switchboard.com and public records):

Best Number? (206) 999-3622
Also: (360) 758-2623 and (360) 758-2185

islemickey@aol.com

NOTE:  HOLDS BOTH PRESIDENT AND TREASURER OFFICER TITLES AND IS A DIRECTOR AS OF BIENNIAL FILING OF JANUARY 4, 2011.

Christopher J. “Chris” Kiana
5077 Mills Dr.
Anchorage AK 99508

kiana@gci.net

NOTE:  HOLDS VICE PRESIDENT OFFICER POSITION AND IS A DIRECTOR NOTE:  IDENTIFIED AS A DIRECTOR AS OF BIENNIAL FILING OF JANUARY 4, 2011

George K. Samuel (Xoots-Jinn-Kaa)
27424 – 149th Place SE
Kent WA 98042

(from Switchboard.com):
(253) 630-9852

xootskaa@comcast.net

NOTE:  IDENTIFIED AS A DIRECTOR AS OF BIENNIAL FILING OF JANUARY 4, 2011

(All photos from www.The13thRegion.com or from other public sources; no ownership or copyright interests are implied by their depiction on this website. Phone numbers retrieved from sources available to the public.)

Arthur D. “Art” Smith
Art Smith
5502 Wendy
Paragould AR 72450
Crowley’s Ridge Phone: 870-236-6901
Central Time Zone

artsmith@crc.edu
NOTE:  IDENTIFIED AS A DIRECTOR AS OF BIENNIAL FILING OF JANUARY 4, 2011

 

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This page sheds more light on the underhanded dealings & missing money

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Look to your right! Yep there it is. I was flabberghasted that there was no real Facebook page for our Corporation! So I made one, hopefully we can find some of the 5500 people. Facebook is a very useful social utility for people who want to share what they had for lunch or what bar they were drinking at so let’s see if we can gather some of our members!

https://www.facebook.com/pages/13th-Regional-Corporation/307548502626031?sk=wall

 

 

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But we all know the truth…I wish someone would tell it though. These ingrates ran off with our money, & NO ONE is holding them accountable.

The 13th Regional Corporation

Company Overview

The 13th Regional Corporation went out of business. The 13th Regional Corporation provides general construction, facilities maintenance, and commercial electrical contracting services. It specializes in private and government electrical projects. The company also provides construction management services. The 13th Regional Corporation was founded in 1975 and is based in Seattle, Washington.

1156 Industry Drive Seattle, WA 98188-4803

United States Founded in 1975

Phone: 877-774-7507

Fax: 877-774-7502

Key Executives

The 13th Regional Corporation does not have any Key Executives recorded.

Ailing 13th Regional Corp. shrouded in mysteryJill Burke | Dec 11, 2009

Jill Burke did a couple of story in late 2009 but as of yet there have been no real answers…

Senator Maria Cantwell of Washington State is SUPPOSED to oversee the Corporation, but she is just a little too busy with her nose up the Amanda Knox issue, maybe once she uses that for her next Campaign move she’ll have a little time for the lowly “injun”

There is one statement that is very disturbing, it infers that we as shareholders are accountable for not calling meetings, but I believe that is the issue, they want to keep us all unaware of their activities, & whereabouts, most importantly keep their grubby little paws in our money.

The corporations are meant to be as autonomous as possible, with shareholders owning and ideally overseeing the investment, but they need to be proactive, according to Roger Prince, spokesman for Alaska’s Division of Banking and Securities. “It’s like any multinational corporation. You can show up (to meetings) whether you own one share or a million shares,” he said. But when a regional corporation isn’t holding regular meetings — as with the 13th Regional Corporation, which hasn’t held a meeting in three years — showing up is hard to do, and angered shareholders feel unfairly shut out.

I think it may be possible for us all to come together & file a class action lawsuit against Ms Cantwell, the Federal Govt, The Department of the Interior, & the Individual Board Members. There were at last count 5500 members. I have only heard from ONE so far. I would like to do a Public Records request for UPS to find out the details of the sale of Mailboxes Etc… I thought that it was going to be a pretty nice dividend for the members but didn’t hear anything, then realized they ran off with our money shortly thereafter.

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I am an enrolled member of the 13th Regional Corp, which as it seems now is more of a joke than an entity.

 

We never get any money, 17.00 has been my entire dividend payment, ever. Yes that is seventeen dollars. I never really thought about it, to me it was more of a way to find family whenever we would lose touch.

 

Recently I found out that there were troubles in paradise, & went down to the old office to find they had pulled up & left town. I had heard about the sale of our Mailboxes Etc. to UPS & was wondering why we hadn’t seen a dividend check yet as well.

 

I want to create an up to date database of Members so that we can file a class action lawsuit against the old corporate heads, & against the entities responsible for overseeing them.

 

We already got screwed with the land deal… We got none, but to have our own people steal from us & play with ALL of OUR monies, that is worse than any treaty that has ever been broken, it is our own destroying us & for that they need to pay, to be held accountable, to repay the money they have stolen from us.

 

I will be busy investigating this to the best of my abilities & would appreciate any & all info that anyone has to share. I look forward to hearing from all 5500 of you all that are still alive & interested!

 

Brandia Taamu   (425) 319-3298

15818 Hwy 99 #1   Lynnwood Wa. 98087

brandia@ymail.com

Qawalangan Aleut Dutch Harbor Alaska Native

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