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									 Case 09-22584             Doc 704   Filed 08/26/10 Entered 08/26/10 15:36:11          Desc Main
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Peggy Hunt (Utah State Bar No. 6060)
Todd Weiler (Utah State Bar No. 7671)
Scott A. Cummings (Utah State Bar No. 11443)
DORSEY & WHITNEY LLP
136 South Main Street, Suite 1000
Salt Lake City, UT 84101-1685
Telephone: (801) 933-7360
Facsimile: (801) 933-7373
Email: hunt.peggy@dorsey.com
       weiler.todd@dorsey.com
       cummings.scott@dorsey.com

Attorneys for Gil A. Miller, Chapter 11 Trustee


                             IN THE UNITED STATES BANKRUPTCY COURT

                          FOR THE DISTRICT OF UTAH, CENTRAL DIVISION


In re:                                                             Bankr. Case No. 09-22584
                                                                          Chapter 11
WATERFORD FUNDING, LLC, et al.,                                   (Substantively Consolidated)

          Debtors.                                              The Honorable R. Kimball Mosier


GIL A. MILLER, Chapter 11 Trustee for                           Adv. Proceeding No. __________
WATERFORD FUNDING, LLC and
WATERFORD LOAN FUND, LLC,

         Plaintiff,

v.

SHANNON M. WRIGHT, an individual,                                    [Filed Electronically]

         Defendant.


                                             COMPLAINT


         Plaintiff, Gil A. Miller, the duly-appointed Chapter 11 Trustee (the “Trustee”) for

Waterford Funding, LLC (“Waterford Funding”) and Waterford Loan Fund, LLC (collectively,



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“Waterford” or the “Debtors”), hereby files this Complaint against Shannon M. Wright

(“Wright”) and states, alleges and avers as follows:

                                 SUMMARY OF COMPLAINT

       At all times relevant to this Complaint, Defendant Wright has been the spouse of Travis

L. Wright (“Travis Wright”).

       Travis Wright admits that he controlled and operated Waterford for a period of at least

ten years which was a business enterprise that has all of the characteristics of an illegal “Ponzi

scheme.” Declaration of Travis Wright dated April 22, 2010 (the “Wright Declaration”),

attached hereto as Exhibit 1 and incorporated herein; Affidavit of Travis L. Wright dated January

10, 2010 (the “Wright Affidavit”), attached hereto as Exhibit 2 and incorporated herein; see First

Report of Gil A. Miller, Chapter 11 Trustee, Pursuant to 11 U.S.C. § 1106(a)(3) and (a)(4)(A)

[Bankruptcy Case Docket No. 200] (the “First Report”) at Part II.B. Travis Wright (or one of his

several brokers) raised funds from “investors” by issuing promissory notes with high rates of

return, falsely representing the source of the returns. Exhibit 1 (Wright Declaration); Exhibit 2

(Wright Affidavit); First Report at p.8. Travis Wright states that “[o]n a whole, Waterford used

monies received from its new investors to pay debts owed to previous investors, and also to pay

funds to [Wright] as income and for [his] personal use.” Exhibit 1 (Wright Declaration ¶ 16) &

Exhibit 2 (Wright Affidavit ¶ 6 ), quoted in First Report at p. 8. Travis Wright further admits

that the “assets” and all “income he received from 1999 through and until at least March 20,

2009 was through funds from investors and Waterford[,]” Exhibit 2 (Wright Affidavit ¶ 7),

quoted in First Report at p. 8; see Exhibit 1 (Wright Declaration ¶ 19), and that “[i]t was not

appropriate for Waterford to distribute any funds to [him] because Waterford was not managed

as promised to investors, and distributions to [him] were made from investor’s funds, not profits



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from the business.” Exhibit 1 (Wright Declaration ¶ 19) & Exhibit 2 (Wright Affidavit ¶ 7),

quoted in First Report at p. 8. Finally, Travis Wright admits that he operated his personal affairs

and Waterford as one, and the Trustee has determined that funds raised from “investors” were

deposited into Travis Wright’s personal bank accounts. Exhibit 1 (Wright Declaration ¶¶ 17-19);

First Report at Part II.B & p. 8.

       A large portion of the money raised by Travis Wright through the Waterford enterprise

was used to support Travis Wright’s and Defendant Wright’s self-confessed “fabulous” lifestyle.

Affidavit of Shannon M. Wright (the “Defendant Wright Affidavit”) at ¶ 8, attached hereto as

Exhibit 3 and incorporated herein. While the Trustee’s investigation of receipts to and

disbursements from the Waterford enterprise is ongoing, at the time of the filing of this

Complaint, the Trustee has determined that approximately $12,135,053 of what was primarily

“investor” funds was used by Travis Wright and/or Defendant Wright (collectively, the

“Wrights”) to purchase, among other things, a luxury home located on Walker Lane in Salt Lake

City, Utah (the “Walker Lane Home”), costly furnishings and artwork, luxury cars, expensive

jewelry, designer clothes and handbags, and, unfortunately for creditors, extravagant trips which

have no value in a liquidation. See Exhibit 3 (Defendant Wright Affidavit ¶ 8); see generally,

First Report.

       Defendant Wright acknowledges that her admittedly long-lasting “fabulous” lifestyle,

which included monthly cash deposits to her personal bank account in amounts of at least

$15,000 per month (which was used in part to pay household expenses) and significant credit

card spending, was funded through the “investments” of creditors of this Chapter 11 estate that

were improperly obtained by her husband. See Exhibit 3 (Defendant Wright Affidavit ¶¶ 7 & 9).

Indeed, the Trustee has determined that there are approximately 800 “investor” notes in



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Waterford, of which it appears only 345 were completely paid off by Waterford. Despite the

hundreds of unpaid Waterford “investors,” Defendant Wright maintains that, in addition to a

baby grand piano being held in storage and significant personal property that she took from the

Walker Lane Home, she is entitled to the proceeds of a “Mercedes G Wagon” (defined below)

that was sold almost one year ago, and one-half of the sale proceeds of the Walker Lane Home,

and the one-half of the sale proceeds of the couple’s personal property (excluding certain

property used for hunting).

       The Trustee has attempted to spare creditors the expense of filing this Complaint, but

Defendant Wright remains steadfast that the sale proceeds in question cannot be used to pay

creditors until she is paid one-half, and she has refused to turn over the personal property in her

possession and/or in the possession of her family members. Furthermore, the Trustee has

learned that Defendant Wright did not disclose to him that she and Travis Wright have an interest

in a former residence and that they transferred that interest to Phyllis Mark, Defendant Wright’s

mother (“Mark”), just one day prior to the filing of the Debtors’ bankruptcy cases. Accordingly,

the Trustee has been compelled to file this Complaint against Defendant Wright seeking a

declaratory judgment and recovery of property or the value of such property that Defendant

Wright has wrongfully obtained, transferred to her mother, or refused to turn over.

                                 JURISDICTION AND VENUE

       1.      On March 20, 2009 (the “Petition Date”), the Debtors filed voluntary petitions for

relief under Chapter 11 of the Bankruptcy Code in this Court.

       2.      This Court has jurisdiction of this proceeding pursuant to 28 U.S.C. § 1334. This

is a core proceeding within the meaning of 28 U.S.C. § 157(b)(2).

       3.      Venue is proper in this Court pursuant to 28 U.S.C. §§ 1408 and 1409.



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                                             PARTIES

         4.      Plaintiff Trustee was appointed by the Court on January 6, 2010 as Chapter 11

Trustee for Debtors. The Debtors are limited liability companies organized under the laws of the

State of Utah.

         5.      Defendant Wright is an individual who, upon information and belief, resides in

Salt Lake County, Utah, and during all times relevant hereto was married to Travis Wright.

         6.      Defendant Wright is an “insider” of the Debtors within the meaning of 11 U.S.C.

§ 101.

         7.      Upon information and belief, Defendant Wright claims that she is a “creditor” of

the Debtors within the meaning of 11 U.S.C. § 101.

                                  GENERAL ALLEGATIONS

                             Waterford’s Pre-Petition Ponzi Scheme

         8.      In September 1999, Travis Wright organized a Utah limited liability company

under the laws of the State of Utah law called “Wrightway Investments, LLC,” and in September

2001, he caused Wrightway Investments, LLC to change its name to “Waterford Funding, LLC”

(Wrightway Investments, LLC and Waterford are referred to collectively herein as “Waterford”).

First Report at p. 7 (citing Exhibit 1 (Wright Declaration) & Exhibit 2 (Wright Affidavit).

         9.      From at least September 1999 until the Petition Date, Travis Wright operated

Waterford as a business that has all the characteristics of an illegal “Ponzi scheme.” Id.

         10.     Under this scheme, Travis Wright admits that either he personally or one of

several Waterford brokers raised funds from “investors” through a single enterprise that was

called “Waterford.” Id.




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        11.     Investors placed funds with Waterford based on the promise that Waterford would

repay their principal plus interest pursuant to issued promissory notes that provided for rates of

return ranging from approximately 8% to 44%, with certain effective default rates over 300%.

Id.

        12.     Travis Wright admits that “[o]n a whole, Waterford used monies received from its

new investors to pay debts owed to previous investors . . . .” Exhibit 1 (Wright Declaration ¶ 16)

& Exhibit 2 (Wright Affidavit ¶ 6), quoted in First Report at p. 8.

        13.     Travis Wright admits that at no time relevant hereto did he file income tax

returns. Exhibit 1 (Wright Declaration ¶ 13).

        14.     Upon information and belief, Defendant Wright did not file income tax returns

during any period relevant to this Complaint.

        15.     Waterford was not a legitimate business and operated at a loss from its inception.

See First Report, Part II.B.

                   Travis Wright’s Business Operations Prior To Waterford

        16.     Upon information and belief, in or about July 1999, MSF Properties, L.C. (“MSF

Properties”) was formed under the laws of the State of Utah.

        17.     Upon information and belief, Travis Wright was affiliated with and, together with

Marc Jensen, was operating MSF Properties.

        18.     Upon information and belief, MSF Properties operated hard money lending

business similar to that of Waterford.

        19.     Upon information and belief, in or about September 1999, the promissory notes of

some or all of MSF Properties’ “investors” were transferred by MSF Properties to Waterford for

little or no consideration.



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                         The Wrights’ Pre-September 1999 Marital Assets

       20.        Upon information and belief, the Wrights married on or about August 29, 1986.

       21.        Upon information and belief, during the “whole marriage,” Travis Wright was the

Wright’s “primary bread winner.” Exhibit 3 (Defendant Wright Affidavit ¶ 6).

       22.        Upon information and belief, other than as expressly set forth herein, prior to

Waterford’s legal organization in September 1999, the Wrights did not acquire any significant

marital assets.

                  (a)    Upon information and belief, in 1993, Travis Wright and/or Defendant

Wright purchased a home located at 3064 Silver Hawk Drive in Salt Lake City, Utah (the

“Silver Hawk Home”), and this purchase was financed, either in whole or in part, with the Silver

Hawk Home serving as security for that debt.

                  (b)    Upon information and belief, the Wrights acquired furniture prior to

September 1999, including a baby grand piano (the “Baby Grand Piano”).

                         (i)     Upon information and belief, the Baby Grand Piano, currently is

stored at Barrus Pianos in Salt Lake City, Utah; and

                         (ii)    Upon information and belief, other than the Baby Grand Piano,

most of the furniture acquired by the Wrights prior to September 1999 was gifted to Defendant

Wright’s parents or was disposed of when the Wrights moved to the Walker Lane Home.

                  (c)    Upon information and belief, other than a version of the “Ring” (defined

and discussed in further detail below), the Wrights did not have significant jewelry prior to

September 1999.

                  (d)    Upon information and belief, the Wrights did not have cash deposits prior

to September 1999.



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                  (e)    Upon information and belief, the Wrights did not have real estate or equity

investments prior to September 1999.

                        The Wrights’ Income From At Least September 1999

       23.        Travis Wright managed and controlled the monies, properties, bank accounts,

funds and activities of Waterford prior to the Petition Date. Exhibit 1 (Wright Declaration);

Exhibit 2 (Wright Affidavit ¶ 4).

       24.        Money obtained from Waterford “investors” was deposited into either one of

Waterford’s two bank accounts, Exhibit 1 (Wright Declaration ¶¶ 8, 10-12 & 17), or directly into

Travis Wright’s personal bank accounts. First Report at p.8.

       25.        Travis Wright admits that his income was obtained from investor funds and was

used for his “personal use.” Exhibit 1 (Wright Declaration ¶¶ 16 & 19); Exhibit 2 (Wright

Affidavit ¶ 6).

       26.        Travis Wright admits that “[i]t was not appropriate for Waterford to distribute any

funds to [him] because Waterford was not managed as promised to investors, and distributions to

[him] were made from investor’s funds, not profits from the business.” Exhibit 1 (Wright

Declaration ¶ 19); Exhibit 2 (Wright Affidavit ¶ 7).

       27.        Travis Wright also admits that “[t]he assets that I acquired from at least

September 1999 through March 20, 2009 were acquired through the use of funds derived solely

from the Waterford Enterprise.” Exhibit 1 (Wright Declaration ¶ 19).

       28.        Travis Wright caused Waterford to distribute at least $12,135,053 to pay the

personal expenses of he and/or his family prior to the Petition Date.




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       29.    In addition, Travis Wright caused Waterford to distribute cash in the amount of at

least $1,370,490 to him personally prior to the Petition Date which may or may not have been

used for the benefit of Defendant Wright.

       30.    Travis Wright states that he and Waterford “shared an economic existence and

unity of interest, and our assets were hopelessly commingled.” Exhibit 1 (Wright Declaration ¶

19).

       31.    Upon information and belief, from approximately September 1999 through the

Petition Date, Defendant Wright was not employed outside of the home.

               The Wrights’ Marital Assets Acquired With Waterford Funds

                                            The Ring

       32.    Upon information and belief, on August 25, 1999, while receiving “investor”

funds through MSF Properties and just six days prior to the legal formation of Waterford, Travis

Wright purchased a woman’s 2.38 caret diamond and platinum ring for $19,994 (the “Ring”).

       33.    On December 22, 1999, Travis Wright replaced the 2.38 caret diamond in the

Ring by purchasing a new 3.04 caret diamond for $27,700. He was given a credit of $14,500 for

the 2.38 caret diamond, and used Waterford monies to pay the balance, plus tax, of $14,038.

       34.    On December 23, 2002, Travis Wright replaced the 3.04 caret diamond in the

Ring by purchasing a 5.57 caret diamond for $64,600. He was given a credit of $23,200 for the

3.04 caret diamond and used Waterford monies to pay the balance of $41,400.




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                                     The Walker Lane Home

       35.    Upon information and belief, commencing in approximately September 2003

through early April 2009, Defendant Wright resided with Travis Wright at a residence located at

2424 Walker Lane, Holladay, Utah, defined above as the “Walker Lane Home.”

       36.     The Walker Lane Home was purchased by Travis Wright on or around

September 5, 2003 for $3.3 million. A copy of the Warranty Deed is attached hereto as Exhibit

4 and incorporated herein.

       37.    Travis Wright used Waterford funds to make a cash down payment in the amount

of approximately $1.7 million (the “Home Purchase Transfer”), and financed the balance of the

purchase price (the “House Debt”).

       38.    Defendant Wright states that she made payments on the House Debt each month

from cash that Travis Wright transferred to her as part of a monthly allowance. Exhibit 3

(Defendant Wright Affidavit ¶ 9).

              (a)     Defendant Wright used at least $1,958,356 of Waterford funds to pay the

House Debt and costs associated with the maintenance of the Walker Lane Home prior to the

Petition Date (the “Home Financing Transfers”).

              (b)     Of the total Home Financing Transfers, $60,598 was spent in the year

prior to the Petition Date (the “1-Year Home Financing Transfers”).

              (c)     Of the total Home Financing Transfers, $79,787 was spent during the 2

years prior to the Petition Date (the “2-Year Home Financing Transfers”) (which amount

includes the 1-Year Home Financing Transfers).

       39.    All of the Home Financing Transfers were made with monies obtained from

Waterford.



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       40.       Upon information and belief, Defendant Wright was a beneficiary of all or part of

the Home Purchase and the Home Financing Transfers.

         The Silver Hawk Home, SH Trust Deed, and the Initial SH Trust Deed Transfer

       41.       Upon information and belief, in 2004, the Silver Hawk Home was sold to Daniel

M. Ellingson and Eden J. Ellingson, and Travis Wright provided the Ellingsons’ financing

pursuant to a promissory note (the “SH Promissory Note”).

       42.       Upon information and belief, between at least September 1999 and the sale of the

Silver Hawk Home in 2004, the Wrights used Waterford funds to improve the Silver Hawk

Home and to pay off not less than $689,000 in their personal debt that was secured either in

whole or in part by the Silver Hawk Home (the “Silver Hawk Transfers”).

       43.       Upon information and belief, the SH Promissory Note was secured at all relevant

times by the Silver Hawk Home pursuant to a Trust Deed (the “SH Trust Deed”).

       44.       Upon information and belief, Defendant Wright was made the beneficiary of the

SH Trust Deed (the “Initial SH Trust Deed Transfer”).

       45.       Upon information and belief, as of the Petition Date, the SH Promissory Note had

not been paid.

       46.       Neither Travis Wright nor Defendant Wright informed the Trustee about the SH

Promissory Note, the SH Trust Deed or the Initial SH Trust Deed Transfer prior to the filing of

this Complaint.

                                       The Personal Property

       47.       From at 1999 through the Petition Date, the Wrights spent at least $2,742,572 of

Waterford funds to purchase personal property (the “Personal Property Transfers”), including

but not limited to, vehicles, artwork, furniture, office equipment, appliances, guns, hunting



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clothing and gear, duck, gun and country club memberships, designer clothing and hand bags,

electronics and jewelry (the “Personal Property”).

                  (a)     Of the total Personal Property Transfers, $66,446 was spent during the

year prior to the Petition Date (the “1-Year Personal Property Transfers”).

                  (b)     Of the total Personal Property Transfers, $246,835 was spent during the 2

years prior to the Petition Date (the “2-Year Personal Property Transfers”) (which amount

includes the 1-Year Personal Property Transfers).

       48.        Upon information and belief, Defendant Wright was a beneficiary of all or part of

the Personal Property Transfers.

                        The Pre-Petition Cash Transfers To Defendant Wright

       49.        During all times relevant to this Complaint, the Wrights had separate bank

accounts.

       50.        Upon information and belief, during all times relevant to this Complaint, Travis

Wright caused funds to be directly deposited into Defendant Wright’s bank account from his

personal bank account and from Waterford’s bank account. Exhibit 3 (Defendant Wright

Affidavit ¶ 9).

       51.        All monies deposited in Defendant Wright’s bank account by Travis Wright as of

September 1999 were monies that he obtained from Waterford.

       52.        Defendant Wright admits that she “was given between $15,000.00 and $20,000.00

per month to pay expenses,” including the House Debt. Exhibit 3 (Defendant Wright Affidavit ¶

8).




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       53.     At least $1,334,575 in cash from Waterford was transferred to Defendant Wright

during the period of September 1999 through the Petition Date (the “Pre-Petition Cash

Transfers”).

               (a)     Of the Pre-Petition Cash Transfers, Travis Wright transferred $194,500 to

Defendant Wright during the 1 year prior to the Petition Date (the “Wright 1-Year Cash

Transfers”).

               (b)     Of the Pre-Petition Cash Transfers, Waterford transferred $2,800 to

Defendant Wright during the 1 year prior to the Petition Date (collectively with the Wright 1-

Year Cash Transfers, the “1-Year Cash Transfers”).

               (c)     Of the Pre-Petition Cash Transfers, Travis Wright transferred $384,500 to

Defendant Wright during the 2 years prior to the Petition Date (the “Fraudulent 2-Year Cash

Transfers”) (which amount includes the 1-Year Transfers).

                Other Transfers To Or For The Benefit Of Defendant Wright

                             Waterford Monies Used for Family Use

       54.     Defendant Wright further admits that “[i]n addition to what Travis gave me each

month, he spent another $12,000.00 per month or so on the family[]” prior to the Petition Date

(the “Family Transfers”) Exhibit 3 (Defendant Wright Affidavit ¶ 9).

       55.     All monies used to pay the Family Transfers were obtained from Waterford.

       56.     As of September 1999 through the Petition Date, Travis Wright and/or Waterford

made Family Transfers, which include the Silver Hawk Transfers, in the total amount of

$2,065,396.

               (a)     As of the total amount of Family Transfers, $96,213 was transferred

during the 1 year prior to the Petition Date (the “Preferential Family Transfers”).



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               (b)      As of the total amount of Family Transfers, $246,884 was transferred

during the 2 years prior to the Petition Date (the “Fraudulent 2-Year Family Transfers”) (which

amount includes the Preferential Family Transfers).

       57.     Upon information and belief, Defendant Wright was a beneficiary of all or part of

the Family Transfers.

                               Waterford Monies Used for Vacations

       58.     From September 1999 through the Petition Date, excluding vacations earmarked

in the Debtors’ books and records as hunting vacations, at least $206,250 in Waterford funds

were used to pay for travel expenses (the “Vacation Transfers”).

               (a)      Of the total Vacation Transfers, $29,025 was spent during the 2 years prior

to the Petition Date (the “2-Year Vacation Transfers”).

       59.     Upon information and belief, Defendant Wright was a beneficiary of the Vacation

Transfers.

                        Defendant Wright’s American Express Credit Card

       60.     Defendant Wright had a credit card issued by American Express which was paid

every month with monies obtained from Waterford.

       61.     Approximately $4 million in Waterford funds was used to pay Travis Wright’s

and Defendant Wright’s American Express credit cards during the period of September 1999

through April 2009 (the “Pre-Petition AmEx Transfers”).

               (a)      Of the Pre-Petition AmEx Transfers, approximately $450,000 in

Waterford funds were used to pay Travis Wright and Defendant Wright’s American Express card

during the 1 year prior to the Petition Date (the “AmEx Preference Transfers”).




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               (b)    Of the Pre-Petition AmEx Transfers, approximately $1 million in

Waterford funds were used to pay Travis Wright’s and Defendant Wright’s American Express

card during the 2 years prior to the Petition Date (the “AmEx 2-Year Fraudulent Transfers”)

(which amount includes the AmEx Preference Transfers).

                          Defendant Wright’s Capital One Credit Card

       62.     Defendant Wright had a credit card issued by Capital One.

       63.     Upon information and belief, the account related to the Capital One card was

closed in approximately March 2007.

       64.     Prior to the closing of the Capital One account, at least $66,307 in Waterford

funds was used to pay Defendant Wright’s Capital One credit card (the “Pre-Petition Capital One

Transfers”).

                                 Mark SH Trust Deed Transfer

       65.     Upon information and belief, on or about March 19, 2009, just one day prior to

the Petition Date, the Wrights assigned the SH Trust Deed to Mark, Defendant Wright’s mother

(the “Mark SH Trust Deed Transfer”). A copy of this assignment is attached hereto as Exhibit

5.

       66.     Neither Travis Wright nor Defendant Wright informed the Trustee about the Mark

SH Trust Deed Transfer prior to the filing of this Complaint.

                        Post-Petition Transfers To Defendant Wright

                                       Insurance Proceeds

       67.     Upon information and belief, prior to the Petition Date, Waterford monies were

used to purchase numerous insurance policies, including life insurance policies for Travis

Wright.



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        68.    Upon information and belief, the insurance policies are property of the estate.

        69.    Upon information and belief, either prior to or after the Petition Date, but before

the appointment of Plaintiff Trustee, Travis Wright borrowed at least $160,000 against the cash

value of at least one of his insurance policies. Exhibit 3 (Defendant Wright Affidavit P 20).

        70.    Upon information and belief, Travis Wright paid a portion of the insurance policy

loan proceeds to Defendant Wright after the Petition Date (the “Insurance Proceeds Transfers”).

                     Other Monies Paid to Defendant Wright by Travis Wright

        71.    Upon information and belief, Travis Wright has had no significant income since

the Petition Date.

        72.    Defendant Wright states that she believes that Travis Wright has “money hidden.”

Exhibit 3 (Defendant Wright Affidavit ¶ 13).

        73.    Upon information and belief, Defendant Wright has received monies from Travis

Wright since the Petition Date.

        74.    Upon information and belief, such monies are Waterford funds and property of

the estate.

                            Use of Waterford Funds in Bank Account

        75.    Upon information and belief, on the Petition Date, Defendant Wright’s personal

bank account had a balance of $18,031.

        76.    The funds in Defendant Wright’s personal bank account on the Petition Date was

property of the estate.

        77.    Other than $6,000, which Defendant Wright turned over to the Debtors,

Defendant Wright did not turn the funds in her personal bank account over after the Petition

Date.



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                          Personal Property Taken by Defendant Wright

       78.     Upon information and belief, after the Petition Date and some time prior to the

second week in April 2009, Defendant Wright moved out of the Walker Lane Home.

       79.     Upon information and belief, Defendant Wright believed that she could take any

of the Personal Property that was worth $2,500 or less.

       80.     Upon information and belief, when Defendant Wright moved out of the Walker

Lane Home, she took clothing and personal accessories (including designer clothes and

handbags) and furniture and other items of Personal Property (including but not limited to the

items listed on the document attached hereto as Exhibit 6) (collectively, this property is referred

to herein as the “Possessed Personal Property”).

       81.     Upon information and belief, Defendant Wright was holding some of the

Possessed Personal Property and some of it was being held by her sister, Danielle Poston. The

Trustee demanded that Ms. Poston turn the Possessed Personal Property in her possession over to

him. Ms. Poston did not do so, but rather, upon information and belief, in late July or early

August, 2010, turned the Possessed Personal Property that was in her possession over to

Defendant Wright.

       82.     Upon information and belief, Defendant Wright is in possession of the Possessed

Personal Property at this time.




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                   Relevant Post-Petition Events In The Bankruptcy Case

                                  The Mercedes Sale Proceeds

       83.     Upon information and belief, on or about March 1, 2005, $112,824 of Waterford

funds were used to purchase a 2005 Mercedes Benz G500 (the “Mercedes G Wagon”), and this

Wagon was used by Defendant Wright for her personal use prior to the Petition Date.

       84.     On or about June 19, 2009, the Debtors filed a Motion seeking authorization of

procedures to sell the Mercedes G Wagon as property of the estate free and clear of all liens and

interests [Bankruptcy Case Docket No. 62].

       85.     On or about August 17, 2009, the Court entered an Order approving the Motion

[Bankruptcy Court No. 105], stating in relevant part that: (a) any sale of the Mercedes G Wagon

would be free and clear of Interests (as defined in the Order) of any kind or nature whatsoever;

and (b) holders of Interests, if any, who did not object to the Motion were “deemed to have

consented to the Sale pursuant to 11 U.S.C. § 363(f)(2) (the “Mercedes Sale Order”).

       86.     The Mercedes Sale Order was served on Defendant Wright [Bankruptcy Docket

No. 115].

       87.     Defendant Wright did not seek reconsideration of or to stay the Mercedes Sale

Order and she did not appeal that Order, and she did not take any other actions in regard to the

Mercedes G Wagon at that time.

       88.     On or about September 23, 2009, the Debtors filed a Notice of Offer to Purchase

Mercedes G500, giving notice that it had received an offer from Ken Garff Mercedes to purchase

the Mercedes G Wagon for $35,000, and informing parties in interest that objections to the sale

were required to be filed within ten calendar days [Bankruptcy Court Docket No. 165].

       89.     This Notice of Offer was served via ECF on, among others, Defendant Wright.



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       90.      Defendant Wright did not file an objection to this Notice of take any other actions

asserting any interests that she might have in the Mercedes G Wagon at that time.

       91.      On or about September 30, 2009, an Objection to the Notice of Offer was filed by

the Unsecured Creditors’ Committee on the basis that a higher and better offer in the amount of

$35,500.00 had been made [Bankruptcy Docket No. 171].

       92.      The Debtors responded to the Objection, indicating that they would sell the car to

the party identified by the Committee [Bankruptcy Docket No. 172].

       93.      Both the Committee’s Objection and the Debtors’ response were served on

Defendant Wright via ECF.

       94.      Defendant Wright did object to the sale of the Mercedes G Wagon or take any

other action related to the Mercedes G Wagon at that time.

       95.      On or about October 6, 2009, the Mercedes G Wagon was sold for $35,500 (the

“Mercedes Sale Proceeds”), and these Proceeds were deposited into the Debtors’ general DIP

bank account.

                                 The Walker Lane Sale Proceeds

       96.      On or about March 2, 2010, the Trustee filed a motion seeking authorization to

sell the Walker Lane Home as property of the estate free and clear of all interests [Bankruptcy

Case Docket No. 287] (the “Walker Lane Sale Motion”) and a Notice of Hearing related to the

Walker Land Sale Motion, informing parties in interest that objections to the Walker Lane Sale

Motion must be filed by no later than March 26, 2010 [Bankruptcy Docket No. 289].

       97.      As a result of Defendant Wright’s “Divorce Proceeding” against Travis Wright

(defined below), she appeared on a title report that the Trustee obtained for the Walker Lane

Property as a party that might have an interest in the Walker Lane Home and, therefore,



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Defendant Wright was expressly identified in both the Walker Lane Sale Motion and the Notice

of Hearing as a person who had a “Purported Interest” (as defined in the Walker Lane Sale

Motion) in the Walker Lane Home.

       98.     Both the Walker Lane Sale Motion and the Notice of Hearing were served via

ECF on, among others, Defendant Wright. In addition, on March 3, 2009, the Notice of Hearing

was served on Defendant Wright by United States mail. [Bankruptcy Docket No. 319].

       99.     Defendant Wright did not file an objection to the Walker Lane Sale Motion with

the Court or otherwise seek any relief from the Court under 11 U.S.C. § 363 or otherwise.

       100.    On March 21, 2010, the Court entered an Order granting the Walker Lane Sale

Motion [Bankruptcy Docket No. 330], authorizing the sale of the Walker Lane Home for

$3,150,000.00 free and clear of all Purported Interests, with such Purported Interests (if any)

attaching to the net sale proceeds (the “Walker Lane Sale Order”).

       101.    The Walker Lane Sale Order was served on Defendant Wright, both via ECF and

by United States mail. [Bankruptcy Docket No. 333].

       102.    Defendant Wright did not seek reconsideration of or to stay the Walker Lane Sale

Order or appeal that Order, and she did not take any other action at that time related to the

Trustee’s sale of the Walker Lane Home.

       103.    On May 5, 2010, the Trustee filed a Notice of Intent to make a partial distribution

of the net sale proceeds of the Walker Lane Home to the holder of the first lien against the Home

[Bankruptcy Docket No. 392].

       104.    This Notice was served via ECF on Defendant Wright and by United States mail

[Bankruptcy Court Docket No. 394], and Defendant Wright did not object to the distribution

proposed in such Notice.



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       105.    On June 8, 2010, the Court entered an Order authorizing the Trustee to make the

partial distribution to the holder of the first lien against the Walker Lane Home, and the Trustee

has made that distribution. The balance of the net sale proceeds existing after the distribution

authorized by the Court are hereinafter referred to as the “Walker Lane Sale Proceeds.”

                          The Personal Property Sales and Sale Proceeds

       106.    On February 25, 2010, the Trustee filed a Motion seeking approval of proposed

sale procedures related to the Personal Property and authorization to sell that Property as

property of the estate [Bankruptcy Docket No. 275] (the “Personal Property Motion”), and a

Notice of Hearing giving notice that objections to the Personal Property Motion must be filed by

no later than March 23, 2010.

       107.    The Personal Property Motion was served via ECF on Defendant Wright, and the

Notice of Hearing was served on her by United States mail on February 26, 2010 [Bankruptcy

Docket No. 318].

       108.    Defendant Wright did not file an objection to the Personal Property Motion with

the Court or otherwise seek any relief from the Court under 11 U.S.C. § 363 or otherwise.

       109.    On March 31, 2010, the Court entered an Order granting the Personal Property

Motion, authorizing the Trustee’s proposed sale procedures and the sale of the Personal Property

free and clear of liens [Bankruptcy Docket No. 331] (the “Personal Property Sale Order”), and

establishing procedures for, among other things, parties to assert an interest in the Personal

Property sold at the sales.

       110.    The Personal Property Sale Order was served on Defendant Wright [Bankruptcy

Docket No. 334].




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       111.    Defendant Wright did not seek reconsideration of or to stay the Personal Property

Sale Order and she did not appeal that Order, and she did not take any other actions in regard to

the Personal Property at that time.

       112.    The Personal Property was sold at five public auctions, which produced a total of

$527,664.00 in net sale proceeds (the “Personal Property Sale Proceeds”).

       113.    Notice of each of the five Personal Property auctions was served on, among

others, Defendant Wright.

       114.    At no time prior to any of the five auctions did Defendant Wright take any actions

seeking relief from the Court to stay an auction or the sale of any item of Personal Property to be

sold at an auction.

                                      The Auction of the Ring

       115.    Prior to selling any of the Personal Property at auction, the Trustee requested that

Defendant Wright inform him if there were any items that were heirlooms or that were her

property.

       116.    As part of this process, the Trustee (a) toured the Walker Lane Home with

Defendant Wright, and (b) at the office of the Trustee, laid out all of the jewelry in his possession

for Defendant Wright’s examination.

       117.    Defendant Wright informed the Trustee that there were no items that were

heirlooms, and did not request the return of any Personal Property.

       118.    The only Personal Property in which Defendant Wright claimed an interest was

the Ring.

       119.    The Trustee informed Defendant Wright on numerous occasions that he disagreed

with her claimed interest in the Ring.



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       120.    On May 3, 2010, the Trustee informed Defendant Wright through her counsel that

he intended to auction jewelry, including the Ring, and that if she had an objection to such an

auction she should inform the Trustee by no later than May 5, 2010. A copy of this

correspondence is attached hereto as part of Exhibit 7 and is incorporated herein.

       121.    Defendant Wright did not contact the Trustee prior to May 5, 2010 and, acting in

reliance on Defendant Wright’s silence, the Trustee took actions to organize an auction of the

jewelry.

       122.    On May 14, 2010, after the Trustee had incurred the expense of organizing an

auction, Defendant Wright through counsel contacted Trustee’s counsel for the first time

regarding the jewelry auction, informing the Trustee by voice message that Defendant Wright

did not approve of the auction. Trustee counsel immediately called Defendant’s Wright’s

counsel back and informed Defendant Wright that Trustee intended to conduct the auction.

       123.    On May 19, 2010, the Trustee caused the e-mail attached hereto as part of Exhibit

7, to be sent to Defendant Wright’s counsel, informing Defendant Wright that the auction of the

jewelry had been scheduled for June 10, 2010, that he intended to proceed, and that she could

make a minimum bid for the Ring if she so desired.

       124.    On June 8, 2010, Defendant Wright through counsel informed the Trustee by

written correspondence that Defendant Wright did not approve of the Trustee’s sale of the Ring.

       125.    At no time between May 3, 2010 and the June 10, 2010 auction of the jewelry did

Defendant Wright take any action seeking relief from the Court related to the sale of the jewelry,

including the Ring.

       126.    Defendant Wright did not make a minimum bid for the Ring, and she did not seek

any relief from the Court prior to the sale of the Ring.



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                              Claims Asserted By Defendant Wright

        127.    Defendant Wright is not listed in the Debtors’ Schedules as a creditor of the

Debtors.

        128.    The deadline to file proofs of claim in the Debtors’ case expired on July 20, 2009

(the “Claims Bar Date”).

        129.    Defendant Wright did not file a proof of claim against the Debtors prior to the

Claims Bar Date or otherwise.

        130.    On or about May 27, 2010, the Trustee filed a Notice of Auction [Bankruptcy

Case No. 473] (the “First Notice of Auction”), detailing the Personal Property that was sold at

the first three of the five public auctions.

        131.    On or about June 18, 2010, in response to the First Notice of Auction and after all

of the auctions had been completed, Defendant Wright filed a Notice of Interest [Bankruptcy

Docket No. 520] (the “First Notice of Interest”), asserting (a) an “undivided” one-half interest in

all of the furniture, home furnishings, art, electronics and office equipment listed on Exhibit ‘A’”

of the First Notice of Auction on the basis that such Personal Property had been in the Wright’s

possession prior to the Petition Date; (b) a 100% interest in all of the jewelry that had occurred

on June 10, 2010; and (c) 100% of the Mercedes G Wagon.

        132.    On or about June 28, 2010, the Trustee filed a Second Notice of Auction

[Bankruptcy Docket No. 558] (the “Second Notice of Auction”), detailing the Personal Property

that was sold at the last two of the five auctions.

        133.    On or about July 19, 2010, in response to the Second Notice of Auction,

Defendant Wright filed a Notice of Interest in Auctioned Property and Net Sale Proceeds

[Bankruptcy Docket No. 620], again asserting a 100% interest in the jewelry, including the Ring,



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and also asserting “an undivided one-half interest in all of” the Personal Property “listed in

Exhibit ‘A.’” of the Second Notice of Auction.

       134.    Although not asserted in any papers filed with the Court, Defendant Wright has

alleged that she has a one-half undivided interest in the Walker Lane Net Sale Proceeds.

                                     The Divorce Proceeding

       135.    On or about July 15, 2009, Defendant Wright filed a Verified Divorce Complaint

(the “Verified Complaint”) in the Third District Court, Salt Lake County, State of Utah, Case

No. 094903113 against Travis Wright seeking a divorce (the “Divorce Proceeding”). A copy of

the Verified Complaint is attached hereto as Exhibit 8 and is incorporated herein.

       136.    In the Divorce Proceeding, Defendant Wright states that Travis Wright “cheated

and lied to investors” or otherwise engaged in “felonious conduct” in connection to Waterford.

Exhibit 8 (Verified Complaint ¶¶ 9, 15 & 27).

       137.    Acknowledging that Travis Wright defrauded investors and did not pay taxes, id.

at ¶¶ 15 & 28, Defendant Wright requests that the Court in the Divorce Proceeding award her

one-half of the Walker Lane Home and an interest in the Personal Property. Id. at ¶¶ 24-25.

       138.    Defendant Wright has requested in the Divorce Proceeding that Travis Wright be

ordered to assume and pay all of the indebtedness incurred by the Wrights during their marriage,

including any and all debts and obligations associated with Waterford Funding, LLC and any

back taxes owing to any State or Federal Taxing Entity.” Exhibit 3 (Defendant Wright Affidavit

¶ 24); accord Exhibit 8 (Verified Complaint ¶ 28).




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                                  FIRST CLAIM FOR RELIEF
                                     (Declaratory Judgment)

        139.    The Trustee realleges and incorporates herein by reference each of the preceding

allegations as if set forth completely herein.

        140.    Upon information and belief, Defendant Wright claims: (a) a 100% interest in the

Possessed Property, the Baby Grand Piano, all of the jewelry that was sold at auction, including

the Ring, and/or all of the net sale proceeds of that auction, and 100% of the Mercedes G Wagon

and/or the Mercedes Sale Proceeds, and (b) a one-half undivided interest in Personal Property

noted in her First and Second Notice of Interest, and a one-half undivided interest in the Walker

Lane Net Sale Proceeds (collectively, the “Claimed Property”); and (x) that she is entitled to a

claim against the estate (the “Alleged Claim”).

        141.    Defendant Wright has no interest in the Claimed Property and has no claim

against the estate.

        142.    To the extent that Defendant Wright has any interest in the Claimed Property or

an Alleged Claim (which the Trustee denies), she has waived her rights and/or is estopped from

claiming any rights in the Claimed Property or to an Alleged Claim.

        143.    The Trustee is entitled to a judgment, order and decree declaring that Defendant

Wright has no interest in the Claimed Property, that she has no claim against the estate, and to

the extent that she has a claim (which is denied), that her Alleged Claim is not allowable.




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                              SECOND CLAIM FOR RELIEF
                   (Avoidance of Preference Transfers Under 11 U.S.C. § 547)

       144.    The Trustee realleges and incorporates herein by reference each of the preceding

allegations as if set forth completely herein.

               The 1-Year Home Financing Transfers, the 1-Year Personal Property Transfers,

the 1-Year Cash Transfers, the Preferential Family Transfers, and the AmEx Preference

Transfers (collectively, the “Preference Transfers”) were transfers of an interest of the Debtors in

property.

       145.    To the extent that Defendant Wright is a “creditor” (which the Trustee denies), the

Preference Transfers were made to or for the benefit of Defendant Wright.

       146.    To the extent that Defendant Wright is a “creditor” (which the Trustee denies), the

Preference Transfers were made on account of an antecedent debt owed by the Debtors before

such transfers were made.

       147.    The Preference Transfers were transfers made while the Debtors were insolvent.

       148.    Defendant Wright is an insider of the Debtors.

       149.    The Preference Transfers were made on or within 1 year before the Petition Date.

       150.    The Preference Transfers enabled Defendant Wright to receive more than she

would have received if the case were a case under Chapter 7 of the Bankruptcy Code, the

transfers had not been made, and Defendant Wright received payment of any debt that she may

have to the extent provided by the provisions of the Bankruptcy Code.

       151.    The Preference Transfers are avoidable by the Trustee under 11 U.S.C. § 547(b).




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                                 THIRD CLAIM FOR RELIEF
          (Avoidance of Preferential Mark SH Trust Deed Transfer Under 11 U.S.C. § 547)

          152.   The Trustee realleges and incorporates herein by reference each of the preceding

allegations as if set forth completely herein.

          153.   The Mark SH Trust Deed Transfer was a transfer of an interest of the Debtors in

property.

          154.   To the extent that Defendant Wright is a “creditor” (which is denied) or that Mark

is a creditor, the Mark SH Trust Deed Transfer was made to or for the benefit of a creditor.

          155.   To the extent that Defendant Wright is a “creditor” (which is denied) or that Mark

is a creditor, the Mark SH Trust Deed Transfer was made on account of an antecedent debt owed

by the Debtors before such transfers were made.

          156.   The Mark SH Trust Deed Transfer was made while the Debtors were insolvent.

          157.   The Mark SH Transfer was made 1 day prior to Petition Date and, therefore, was

within 90 days of the Petition Date.

          158.   The Mark SH Trust Deed Transfer enabled Defendant Wright and/or Mark to

receive more than they would have received if the case were a case under Chapter 7 of the

Bankruptcy Code, the transfers had not been made, and Defendant Wright and/or Mark received

payment of any debt that they may have to the extent provided by the provisions of the

Bankruptcy Code.

          159.   Mark SH Trust Deed Transfer is avoidable by the Trustee under 11 U.S.C. §

547(b).




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                               FOURTH CLAIM FOR RELIEF
            (Avoidance of 2-Year Fraudulent Transfers Under 11 U.S.C. § 548(a)(1)(A))

       160.     The Trustee realleges and incorporates herein by reference each of the preceding

allegations as if set forth completely herein.

                The 2-Year Home Financing Transfers, the 2-Year Personal Property Transfers,

the Fraudulent 2-Year Cash Transfers, the Fraudulent 2-Year Family Transfers, the 2-Year

Vacation Transfers, the AmEx 2-Year Fraudulent Transfers, and the Mark SH Trust Deed

Transfers (collectively, the “2-Year Fraudulent Transfers”) were transfers of an interest of the

Debtors in property.

       161.     The 2-Year Fraudulent Transfers were made or incurred on or within 2 years

before the Petition Date.

       162.     The 2-Year Fraudulent Transfers were made or incurred with actual intent to

hinder, delay, or defraud any entity to which the Debtors were or became, on or after the date

that the transfer was made or the obligation was incurred, indebted.

       163.

The transfers of the 2-Year Fraudulent Transfers are avoidable by the Trustee under 11 U.S.C. §

548(a)(1)(A)

                                 FIFTH CLAIM FOR RELIEF
            (Avoidance of 2-Year Fraudulent Transfers Under 11 U.S.C. § 548(a)(1)(B))

       164.     The Trustee realleges and incorporates herein by reference each of the preceding

allegations as if set forth completely herein.

       165.     The 2-Year Fraudulent Transfers were transfers of an interest of the Debtors in

property.




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        166.   The 2-Year Fraudulent Transfers were made or incurred on or within 2 years

before the Petition Date.

        167.   The 2-Year Fraudulent Transfers were made to or for the benefit of an insider.

        168.   The Debtors received less than reasonably equivalent value in exchange for the 2-

Year Fraudulent Transfers.

        169.   The Debtors were insolvent on the date that the 2-Year Fraudulent Transfers were

made.

        170.   The Debtors were: (a) engaged in business or a transaction, or was about to

engage in business or a transaction for which any property remaining with the Debtors was

unreasonably small capital; or (b) intended to incur, or believed that the Debtors would incur,

debts that would be beyond the Debtors’ ability to pay as such debts matured.

        171.   The transfers of the 2-Year Fraudulent Transfers are avoidable by the Trustee

under 11 U.S.C. § 548(a)(1)(B).

                                SIXTH CLAIM FOR RELIEF
                  (Avoidance of Fraudulent Transfers Under 11 U.S.C. § 544(b)
                              and Utah Code Ann. § 25-6-5(1)(a))

        172.   The Trustee realleges and incorporates herein by reference each of the preceding

allegations as if set forth completely herein.

        173.   The Home Purchase Transfer, the Home Financing Transfers, the Personal

Property Transfers, Pre-Petition Cash Transfers, the Family Transfers, the Vacation Transfers,

the Pre-Petition AmEx Transfers, the Pre-Petition Capital One Transfers, the Initial SH Trust

Deed Transfer and the Mark Trust Deed Transfer (collectively, the “Fraudulent Transfers”) were

made or incurred with actual intent to hinder, delay, or defraud creditors of the Debtors.




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       174.    The Fraudulent Transfers are avoidable by the Trustee under 11 U.S.C. § 544(b)

and Utah Code Ann. § 25-6-5(1)(a).

                              SEVENTH CLAIM FOR RELIEF
                  (Avoidance of Fraudulent Transfers Under 11 U.S.C. § 544(b)
                              and Utah Code Ann. § 25-6-5(1)(b))

       175.    The Trustee realleges and incorporates herein by reference each of the preceding

allegations as if set forth completely herein.

       176.    The Fraudulent Transfers were made or incurred by the Debtors without receiving

a reasonably equivalent in exchange.

       177.    The Debtors (a) were engaged or were about to engage in a business or a

transaction for which the remaining assets of the Debtors were unreasonably small in relation to

the business or transaction; or (b) intended to incur, or believed or reasonably should have

believed that they would incur, debts beyond their ability to pay as they became due.

       178.

The Fraudulent Transfers are avoidable by the Trustee under 11 U.S.C. § 544(b) and Utah Code

Ann. §§ 25-6-5(1)(b).

                             EIGHTH CLAIM FOR RELIEF
(Avoidance of Fraudulent Transfers Under 11 U.S.C. § 544(b) and Utah Code Ann. § 25-6-6(1))

       179.    The Trustee realleges and incorporates herein by reference each of the preceding

allegations as if set forth completely herein.

       180.    The Fraudulent Transfers were made or incurred by the Debtors without receiving

a reasonably equivalent in exchange.

       181.    The Debtors were insolvent at the time of the Fraudulent Transfers or became

insolvent as a result of the Fraudulent Transfers.

       182.    The Fraudulent Transfers are avoidable by the Trustee under 11 U.S.C.


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§ 544(b) and Utah Code Ann. § 25-6-6(1).

                             NINTH CLAIM FOR RELIEF
(Avoidance of Fraudulent Transfers Under 11 U.S.C. § 544(b) and Utah Code Ann. § 25-6-6(2))

       183.      The Trustee realleges and incorporates herein by reference each of the preceding

allegations as if set forth completely herein.

       184.      To the extent Defendant Wright is a “creditor” (which is denied) the Fraudulent

Transfers were made to Defendant Wright as an insider for an antecedent debt.

       185.      The Debtors were insolvent at the time of the Fraudulent Transfers.

       186.      Upon information and belief, Defendant Wright had reasonable cause to believe

that the Debtors were insolvent when some or all of the Fraudulent Transfers were made.

       187.      The Fraudulent Transfers are avoidable by the Trustee under 11 U.S.C. § 544(b)

and Utah Code Ann. § 25-6-6(2).

                              TENTH CLAIM FOR RELIEF
           (Avoidance of Post-Petition Property Transfers Under 11 U.S.C. § 549(a))

       188.      The Trustee realleges and incorporates herein by reference each of the preceding

allegations as if set forth completely herein.

       189.      The Insurance Proceeds Transfers, the funds on deposit in Defendant Wright’s

bank account on the Petition Date that were used by Defendant Wright after the Petition Date, all

monies that Defendant Wright has received from Travis Wright since the Petition Date, and the

Possessed Personal Property that Defendant Wright caused to be transferred to herself after the

Petition Date are property of the Debtors’ estate (collectively, the “Post-Petition Property”).

       190.      The transfers of the Post-Petition Property to Defendant Wright occurred after the

Petition Date.




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       191.    The transfers of the Post-Petition Property to Defendant Wright was not

authorized by title 11 of the United States Code or by the Court.

       192.    The transfers of the Post-Petition Property is avoidable by the Trustee under 11

U.S.C. § 549(a).

                             ELEVENTH CLAIM FOR RELIEF
                (Recovery of Avoided Transfers Under 11 U.S.C. §§550 and 551)

       193.    The Preference Transfers and the Mark Trust Deed Transfer are avoidable under

11 U.S.C. § 547(b).

       194.    The 2-Year Fraudulent Transfers and the Mark Trust Deed Transfer are avoidable

under 11 U.S.C. § 548(a)(A) and/or (B).

       195.    The Fraudulent Transfers are avoidable under 11 U.S.C. § 544(b) and Utah Code

Ann. §§ 25-6-5 and 25-6-6.

       196.    The transfers of the Post-Petition Property to Defendant Wright is avoidable

under 11 U.S.C. § 549(a).

       197.    The Trustee may recover and preserve for the benefit of the estate the Preference

Transfers, the Fraudulent Transfers and the transfers of the Post-Petition Property from

Defendant Wright under 11 U.S.C. §§ 550(a) and 551.

       198.    The Trustee may recover and preserve for the benefit of the estate the value of the

Mark Trust Deed Transfer from Defendant Wright under 11 U.S.C. §§ 550(a) and 551.

                               TWELFTH CLAIM FOR RELIEF
              (Violation of the Automatic Stay Under 11 U.S.C. §§ 105(a) and 362)

       199.    The Trustee realleges and incorporates herein by reference each of the preceding

allegations as if set forth completely herein.




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         200.   The transfers of the Post-Petition Property, other than those that are payments of

domestic support obligations, was a violation of the automatic stay under 11 U.S.C. §362(a)(3).

         201.   Poston and Defendant Wright and any other person who assisted Poston and

Defendant Wright violated the automatic stay under 11 U.S.C. § 362(a)(3) by Poston’s transfer

of the Possessed Property to Defendant Wright after the Trustee informed her it must be turned

over to him.

         202.   Upon information and belief, the violations of the automatic stay set forth herein

were willful.

         203.   The Trustee is entitled to damages against at least Defendant Wright for

Defendant Wright’s willful violations of the automatic stay in an amount to be determined at

trial.

                             THIRTEENTH CLAIM FOR RELIEF
                               (Turnover Under 11 U.S.C. § 542)

         204.   The Trustee realleges and incorporates herein by reference each of the preceding

allegations as if set forth completely herein.

         205.   Defendant Wright has been and may be in possession, custody or control of

property of the Debtors, including the Possessed Property, that the Trustee may use under 11

U.S.C. § 363.

         206.   The Trustee is entitled to judgment in his favor under 11 U.S.C. § 542, requiring

Defendant Wright to turn over any property of the Debtors, including the Possessed Property.




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                            FOURTEENTH CLAIM FOR RELIEF
                                  (Constructive Trust)

       207.    The Trustee realleges and incorporates herein by reference each of the preceding

allegations as if set forth completely herein.

       208.    Any and all property that the Wrights acquired from at least September 1999

and/or that was transferred to Defendant Wright from at least September 1999 to present was

property of Waterford and was improperly obtained from Waterford.

       209.    Allowing Defendant Wright to have any interest in the property that was acquired

by the Wrights from at least September 1999 to present would unjustly enrich Defendant Wright

and would be inequitable to creditors in this case.

       210.    The Claimed Property and all of the money that was transferred to Defendant

Wright both prior to and after the Petition Date can be traced to Travis Wright’s wrongful

behavior.

       211.    An injustice would result if Defendant Wright were allowed to keep money that

had been transferred to her since at least September 1999 or to have an interest in the Claimed

Property.

       212.    The Trustee is entitled to the imposition of a constructive trust for the benefit of

the estate on all of the Claimed Property and any and all monies that were transferred to

Defendant Wright from at least September 1999 to present.




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                              FIFTEENTH CLAIM FOR RELIEF
                               (Unjust Enrichment and Restitution)

       213.    The Trustee realleges and incorporates herein by reference each of the preceding

allegations as if set forth completely herein.

       214.    Any and all property that the Wrights acquired from at least September 1999,

including but not limited to the Claimed Property, and/or any and all property that was

transferred to Defendant Wright from at least September 1999 to present was property of

Waterford and was improperly obtained from Waterford.

       215.    The acquisition of property by the Wrights, including but not limited to the

Claimed Property, and the transfers to Defendant Wright of cash and/or other property from at

least September 1999 to present conferred a benefit on Defendant Wright.

       216.    Defendant Wright knowingly benefited from property and the transfers since at

least September 1999.

       217.    Allowing Defendant Wright to have any interest in the property that was acquired

by the Wrights from at least September 1999 to present, including but not limited to the Claimed

Property, and/or to retain any benefits that she obtained would unjustly enrich Defendant Wright

and would be inequitable to creditors in this case.

       218.    The estate and creditors of the estate have been damaged by Defendant Wright’s

unjust enrichment, including by having to incur the expense of bring this Complaint against

Defendant Wright, and may have no adequate remedy at law.

       219.    The Trustee is entitled to judgment against Defendant Wright (a) disallowing her

any interest in the Claimed Property and/or any other property that was acquired from at least

September 1999 as unjust enrichment; and (b) requiring Defendant Wright to pay restitution




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and/or disgorge any gain she obtained by the benefits that she improperly obtained from at least

September 1999 to present in an amount to be determined at trial.

                               SIXTEENTH CLAIM FOR RELIEF
                                   (Receipt of Illegal Dividends)

       220.       The Trustee realleges and incorporates herein by reference each of the preceding

allegations as if set forth completely herein.

       221.       Any and all property obtained by Defendant Wright from Travis Wright from at

least September 1999 obtained as a result of Travis Wright’s admitted wrongful acts and his

wrongful receipt of dividends from Waterford.

       222.       The Trustee is entitled to judgment against Defendant Wright to recover any and

all monies that were transferred to her by Travis Wright as an illegal or unlawful dividend in an

amount to be determined at trial.

                             SEVENTEENTH CLAIM FOR RELIEF
                                      (Conversion)

       223.       The Trustee realleges and incorporates herein by reference each of the preceding

allegations as if set forth completely herein.

       224.       Travis Wright admits that he had no right to any and all property from Waterford

from at least September 1999 to present.

       225.       Any and all property that the Wrights acquired from at least September 1999

and/or that was transferred to Defendant Wright from at least September 1999 to present was

property of Waterford and was improperly obtained from Waterford.

       226.       Defendant Wright received property that was wrongfully taken from Waterford

and the estate.

       227.       Defendant Wright did not give sufficient value for the property.



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       228.    To the extent Waterford property was transferred to her personally, Defendant

Wright has improperly exercised dominion and control over such property.

       229.    To the extent Waterford property was transferred to persons other than Defendant

Wright, including but not limited to the Family Transfers, the Vacation Transfers, the Pre-

Petition AmEx Transfers, the Pre-Petition Capital One Transfers, such transfers were improperly

made for the benefit of Defendant Wright.

       230.    The Trustee is entitled to judgment against Defendant Wright for damages for

conversion in an amount to be determined at trial.

                             EIGHTEENTH CLAIM FOR RELIEF
                                  (Equitable Subordination)

       231.    The Trustee realleges and incorporates herein by reference each of the preceding

allegations as if set forth completely herein.

       232.    Any claim that Defendant Wright has against the Debtors and/or Travis Wright, if

any, should be equitably subordinated to the claims of all of the Debtors’ unsecured creditors.

       233.    The Trustee is entitled to judgment against Defendant Wright equitably

subordinating any claim that is allowed against the Debtors and/or Travis Wright, including but

not limited to the Alleged Claim.

                             NINETEENTH CLAIM FOR RELIEF
                                 (Setoff and/or Recoupment)

       234.    The Trustee realleges and incorporates herein by reference each of the preceding

allegations as if set forth completely herein.

       235.    The estate has allowable claims against Defendant Wright.




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       236.    To the extent that Defendant Wright has any allowable claim against the Debtors

(which is denied), the Trustee may setoff and/or recoup from Defendant Wright the estate’s

claims against Defendant Wright.

       237.    The Trustee is entitled to judgment against Defendant Wright allowing the setoff

or recoupment of any claim that Defendant Wright may have against the Debtors against claims

owed to the estate by Defendant Wright.

                             TWENTIETH CLAIM FOR RELIEF
                              (Disallowance—11 U.S.C. § 502(d))

       238.    The Trustee realleges and incorporates herein by reference each of the preceding

allegations as if set forth completely herein.

       239.    The Trustee may recover property from Defendant Wright under 11 U.S.C. §§

542, 550 and/or 553.

       240.    The Preference Transfers, the Fraudulent Transfers and the transfers of the Post-

Petition Property are avoidable by the Trustee under 11 U.S.C. §§ 544, 547, 548 and/or 549.

       241.    To the extent that Defendant Wright has a claim against the estate (which is

denied), that claim must be disallowed by the Court under 11 U.S.C. § 502(d) unless Defendant

Wright has paid the amount, or turned over property, for which she is liable under 11 U.S.C. §§

542, 550 and/or 553.


                                     PRAYER FOR RELIEF

       WHEREFORE, the Trustee respectfully prays for relief as follows:

       A.      Pursuant to the Trustee’s First Claim for Relief, The Trustee is entitled to a

judgment, order and decree declaring that Defendant Wright has no interest in the Claimed

Property and that her Alleged Claim is not allowable.



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        B.     Pursuant to the Trustee’s Second Claim for Relief, judgment against Defendant

Wright, avoiding the Preference Transfers under 11 U.S.C. § 547(b).

        C.     Pursuant to the Trustee’s Third Claim for Relief, judgment against Defendant

Wright avoiding the Mark SH Trust Deed Transfer under 11 U.S.C. § 547(b).

        D.     Pursuant to the Trustee’s Fourth Claim for Relief, judgment against the Defendant

Wright avoiding the 2-Year Fraudulent Transfers under 11 U.S.C. § 548(a)(1)(A).

        E.     Pursuant to the Trustee’s Fifth Claim for Relief, judgment against the Defendant

Wright avoiding the 2-Year Fraudulent Transfers under 11 U.S.C. § 548(a)(1)(B).

        F.     Pursuant to the Trustee’s Sixth Claim for Relief, judgment against Defendant

Wright avoiding the Fraudulent Transfers under 11 U.S.C. § 544(b) and Utah Code Ann. § 25-6-

5(a)(1).

        G.     Pursuant to the Trustee’s Seventh Claim for Relief, judgment against Defendant

Wright avoiding the Fraudulent Transfers under 11 U.S.C. § 544(b) and Utah Code Ann. § 25-6-

5(a)(2).

        H.     Pursuant to the Trustee’s Eighth Claim for Relief, judgment against Defendant

Wright avoiding the Fraudulent Transfers under 11 U.S.C. § 544(b) and Utah Code Ann. § 25-6-

6(1).

        I.     Pursuant to the Trustee’s Ninth Claim for Relief, judgment against Defendant

Wright avoiding the Fraudulent Transfers under 11 U.S.C. § 544(b) and Utah Code Ann. § 25-6-

6(2).

        J.     Pursuant to the Trustee’s Tenth Claim for Relief, judgment against Defendant

Wright avoiding the transfers of the Post-Petition Property under 11 U.S.C. § 549(a).




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       K.      Pursuant to the Trustee’s Eleventh Claim for Relief, judgment against Defendant

Wright recovering and preserving for the benefit of the estate under 11 U.S.C. §§ 550 and 551

the Preference Transfers, the Fraudulent Transfers, and the transfers of the Post-Petition

Property.

       L.      Pursuant to the Trustee’s Twelfth Claim for Relief, judgment against Defendant

Wright damages for Defendant Wright’s willful violations of the automatic stay in an amount to

be determined at trial.

       M.      Pursuant to the Trustee’s Thirteenth Claim for Relief, judgment against Defendant

Wright under 11 U.S.C. § 542, requiring Defendant Wright to turn over any property of the

Debtors, including the Possessed Property.

       N.      Pursuant to the Fourteenth Claim for Relief, judgment against Defendant Wright

imposing a constructive trust for the benefit of the estate on any and all property acquired by the

Wrights, including the Claimed Property, and any and all monies that were transferred to

Defendant Wright from at least September 1999 to present.

       O.      Pursuant to the Fifteenth Claim for Relief, judgment against Defendant Wright (a)

disallowing her any interest in the Claimed Property and/or any other property that was acquired

from at least September 1999 as unjust enrichment; and (b) requiring Defendant Wright to pay

restitution and/or disgorge any gain she obtained by the benefits that she improperly obtained

from at least September 1999 to present in an amount to be determined at trial.

       P.      Pursuant to the Sixteenth Claim for Relief, judgment against Defendant Wright

recovering any and all monies that were transferred to her by Defendant Wright as an illegal or

unlawful dividend in an amount to be determined at trial.




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       Q.      Pursuant to the Seventeenth Claim for Relief, judgment against Defendant Wright

for damages for conversion in an amount to be determined at trial.

       R.      Pursuant to the Eighteenth Claim for Relief, judgment against Defendant Wright

equitably subordinating any claim that is allowed against the Debtors and/or Travis Wright,

including but not limited to the Alleged Claim.

       S.      Pursuant to the Nineteenth Claim for Relief, to the extent that Defendant Wright

has an allowed claim against the estate (which is denied), judgment against Defendant Wright for

setoff and/or recoupment.

       T.       Pursuant to the Twentieth Claim for Relief, to the extent that Defendant Wright

has a claim against the estate (which is denied), disallowance of her claim in full under 11 U.S.C.

§ 502(d).

       U.      Upon all Claims herein, for such other and further relief as the Court deems

justified including, if appropriate, an award of attorneys’ fees, costs of this proceeding, and pre-

judgment and post-judgment interest.

       DATED this 26th day of August, 2010.

                                              DORSEY & WHITNEY LLP



                                              /s/Peggy Hunt
                                              Peggy Hunt
                                              Todd Weiler
                                              Scott A. Cummings
                                                Attorneys for Gil A. Miller, Chapter 11 Trustee




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