MORE LATEST COURTROOM NEWS ITEMS 1-4
Former Metalast Members File Suit Against
Dean and Madylon Meiling For Financial Elderly Abuse
1. June 25, 2019 - The pending Class Action Elderly Abuse 339 lawsuit that was originally filed in the Superior Court of California, County of Orange on March 18, 2019 was transferred to the U.S. District Court of Nevada (Marc Harris et al v. Dean Meiling et al Case No. 3:19-cv-00339-MMD-CBC) and a stay was granted on October 3, 2019.
The 339 lawsuit names a wealthy, powerfully connected and self-described philanthropic couple, Dean Meiling and his wife, Dr. Madylon Meiling and their alleged co-conspirators. The couple reside in the affluent community of Incline Village, Lake Tahoe, Nevada. The Meilings acquired the assets of Metalast International, LLC (MILLC) in 2013. This age old story would normally not be all that unusual, but for the fact the husband, Dean Meiling was a former MANAGING DIRECTOR OF PIMCO (1977 – 1998), the world’s premiere fixed income investment manager.
The hostile takeover scam of MILLC as alleged in the 339 Complaint, attached at the end of the numbered paragraphs describes how the Meilings feigned to make further investments in the business. While so called "good faith" negotiations to invest $3 million dollars were ongoing the Meilings, with their alleged co-conspirators had the founder of MILLC, David Semas removed as MILLC Manager and a Receiver appointed to gain management control of the company and its assets, as further detailed in the lawsuit and this website. Seven (7) months later, in November 2013, after claiming to be acting in the best interest of the company, beginning on Page 9 the Complaint alleges;
DEFENDANTS CONSPIRE TO TAKE OVER THE COMPANY, AND THEREBY COMMIT
ELDER ABUSE, FRAUD, AND NUMEROUS BREACHES OF FIDUCIARY DUTY
36. Plaintiff is informed and believes, and thereon alleges, that each of the Defendants planned, schemed and conspired to use the Meiling Defendants’ contributions and usurious loans to Investment LLC, to fraudulently convert, overtake, and acquire the assets of Investment LLC (hereinafter the "Fraudulent Scheme"). The Fraudulent Scheme was perpetrated by the Meiling Defendants and by the contrived efforts of their legal counsel, Attorney Defendants and Receiver Defendants, who were supposed to be neutral and detached - but in actuality concealed their allegiance to the Meilings and facilitated their scheme in advancement of their own pecuniary interests.
37. In furtherance of the Fraudulent Scheme, the Meiling Defendants concocted a plan to feign interest in making an additional $3M investment in Investment LLC in order to surreptitiously access private and confidential financial information (“Insider Information”) about the company and its impending profitability to procure the appointment of Receiver Defendants, who facilitated the takeover of Investment LLC under entirely false pretenses. Specifically, in reliance upon, and as a result of the Meiling Defendants' false promises of additional investment funding for Investment LLC, and acts feigned in furtherance thereof, Investment LLC ceased efforts to obtain funding from other sources, as it had successfully done on many prior occasions.
38. Under the Fraudulent Scheme, the Meiling Defendants feigned negotiating and entering into an additional funding arrangement, and defendant Janet Chubb misrepresented that Defendant James Proctor was the Meilings’ “Accountant,” using the guise of conducting “due diligence” to infiltrate Investment LLC’s business and financial affairs in purported furtherance of the additional funding agreement. As such, Defendants obtained access to the Insider Information, which they secretly and improperly used to designate a receiver to assume control of Investment LLC on the false premise that the company could not “make payroll.” This occurred without notice to Investment LLC’s majority owner and managing member David Semas, Plaintiff, or any of the Class members, and resulted in the Meiling Defendants taking over and ultimately acquiring the assets of Investment LLC, with their righthand man Proctor becoming the Receiver, and Attorney Defendants earning substantial legal fees at Plaintiff’s and the Class members’ ultimate expense.
39. In furtherance of the Fraudulent Scheme, Receiver Defendants removed and prevented Mr. Semas from contacting Investment LLC’s 900 plus members (or any vendors or partners), many of whom were elderly, which precluded said members from protecting their interests in Investment LLC, or from being notified of, or participating in any proceedings.
40. Further, Receiver Defendants improperly, and to the detriment of Plaintiff and the Class, and under the guise of being “advisors” to the company, appointed the Meiling Defendants to take over the operations of Investment LLC – even prior to their surreptitious “credit bid” sale discussed below - for the purpose of causing its devaluation so as to misrepresent that the company could no longer continue as a going concern, and artificially lower the sale price to the Meilings.
41. Additionally, in furtherance of the conspiracy, attorney Defendant Tiffany Schwartz – an attorney with Chubb’s law firm at the time, Defendant Armstrong Teasdale, LLP fraudulently filed a forged document with the USPTO entitled “Amended Security Agreement” (the “Fraudulent USPTO Filing”) with a purported date of June 17, 2013. This document was represented as containing an Exhibit “B” that purportedly gave the Meilings a secured interest in seven (7) trademarks held in the name of Investment LLC’s former manager, Metalast International, Inc., that the Meilings had purportedly received as collateral for a loan made to Investment LLC in 2009. In actuality, the parties to the security agreement never executed any Exhibit “B” to the agreement. In fact, it was impossible for an Exhibit “B” to exist in 2009 (when the security agreement was executed) because the very first trademark listed in Exhibit “B” did not exist until April 17, 2012 [Registration No. 4128211].
42. Additionally, prior to the submission of the Fraudulent USPTO Filing, Defendant Dean Meiling, attorney Bruce Leslie (another attorney in Chubb’s office) and Defendants Chubb and Receiver Defendants engaged in an email thread discussing the legal effect of the real security agreement that the Meilings actually procured in exchange for their loans to Investment LLC, which never gave them any interest in any trademark held by Metalast International, Inc. (the “Real Security Agreement”). In fact, attorney Leslie informed Defendant Dean Meiling that the Real Security Agreement conferred no secured interest in any trademarks because none was listed. This was in fact, common sense because the borrower in the security agreement, Metalast International, LLC, could not collateralize marks it did not own. (The “Leslie Email Exchange”.)
43. Shortly after the Leslie Email Exchange, Defendant Schwartz filed a Notice of Recordation of Assignment with the USPTO. For good reason, the USPTO refused to acknowledge this assignment. However, the conspiring Defendants did not relent.
44. Plaintiff and the Class did not - and could not - have discovered the conspiracy and the plot to overtake Investment LLC until a late 2016 deposition of Defendant James Proctor in a different lawsuit in Nevada, when a review of documents produced at the deposition revealed the Leslie Email Exchange and other documents that demonstrated this conspiracy. It was not until such documents were produced in that lawsuit that the nature and extent of Defendants’ conspiratorial conduct was revealed. Due to the “gag order” (in Receiver Defendants’ own terms), neither Plaintiff, nor the Class members or Mr. Semas could have discovered the existence of the Leslie Email Exchange, as they were all expressly prohibited from communicating or making any inquiries whatsoever as to Defendants’ dealings.
45. With the fix in, Receiver Defendants were ready to strip away the value in Plaintiff and the Class members’ interests in Investment LLC. To that end, the Fraudulent Scheme culminated with a rigged credit bid “sale,” whereby the company was sold for the debt, all of Investment LLC’s assets were transferred to the Meiling Defendants. Receiver Defendants sought no appraisal of the assets of Investment LLC, failed to advertise the sale, refused to give notice to the members of the sale, sought no independent valuation services from any third parties, and did nothing but use their powers to carry out the Meiling Defendants’ wishes." In fact, in conducting the purported credit bid sale, Receiver Defendants had the purpose of allocating the entirety of the proceeds from the alleged sale to pay off defendant Chemeon Surface Technology, LLC (then known as D&M-MI, LLC) as a “secured creditor,” and ensuring that Chemeon would be the winning bidder. The purported credit bid sale was an unlawful method of foreclosing on Chemeon’s alleged secured interest, and was in total breach of the Uniform Commercial Code and adoptive Nevada Revised Statutes, in that it was neither “commercially reasonable” nor sold at a maximized value. In fact, the Receiver Defendants’ goal was to sell the company for the bare credit bid amount made by Chemeon, effectively ensuring the company’s liquidation in the ultimate and exclusive favor of the Meiling Defendants. The sale in fact proceeded in the face of complaints by disgruntled shareholders, who were given no notice or opportunity to oppose the sale or attempt to seek legal representation as to why the Sale should not be approved.
46. As part of the sham sale and their undivided loyalty to the Meilings, and despite their knowledge of the Leslie Email Exchange (on which they were copied), Receiver Defendants misrepresented that Investment LLC owned the seven trademarks held by Metalast International, Inc., and knowingly conducted the “sale” to the Meilings under those false pretenses. In doing so, Receiver Defendants assigned the “Metalast” name, brand and trademark to the Meilings, without notifying the Plaintiffs. With the consummation of this sale, the Receiver Defendants’ mission was accomplished, the Meiling Defendants took over the company, and ownership and control (and all profits) remains with them to date, to the continuing detriment of Plaintiff and all Class members." SEE SALE ORDER BELOW
As alleged in the 339 case, this self-serving action effectively resulted in stripping the assets from a privately held, but internationally recognized company from its founder, twenty years earlier (1993) and unsuspecting MILLC members thereby wiping out about $100 million dollars of investment from its lawful owners. It was the investment capital provided by the MILLC members and the dedicated efforts of David Semas and his team of professionals that were responsible for branding Metalast®.
2. February 26, 2019 - DENIED. In spite of false representations made in the public record by Chemeon and it owners Dean and Madylon Meiling, the Honorable Judge Miranda Du of the Nevada Federal court once again ruled against Chemeon. The court reaffirmed rulings and granted Partial Summary Judgments ("PSJ") in favor of David Semas, his Metalast business entities and Sierra Dorado, Inc. while also granting PSJ's and dismissing the unwarranted lawsuits against his daughter Wendi Semas and son Greg Semas (Chemeon v. Metalast case No: 3:15-cv-00294-MMD-CBC), the 294 case or lawsuit. In its most recent ruling the court order states: "Plaintiff's (Chemeon) claim against David Semas seeking cancellation of the Metalast trademark having registration No. 2963106 is dismissed because Plaintiff lacks standing to bring it." Other than minor procedural motions by Chemeon lawyers, the Nevada Federal court ruled in favor of the Semas family and denied all legitimate causes of action against them.
Superior Court of California
Elderly Abuse 339 Complaint
Against The Meilings
March 18, 2019
Gibbons Order Approving Sale
Without Valuation or Bids
Fraud Claiming Trademarks
November 4, 2013
U.S. District Court - 294 Case Court Orders In Favor Of Semas Family Against Chemeon
David Semas PSJ Granted
May 18, 2018
Wendi Semas PSJ Granted
March 27, 2018
Greg Semas PSJ Granted
February 26, 2019
Chemeon PSJ Denied
January 29, 2019
3. June 4, 2019 - In November 2018 Metalast® founder and MILLC managing member, Semas filed a lawsuit for Trademark Infringement against Chemetall, a business unit of BASF Corporation and nine (9) other Chemeon distributors in the U.S. District Court, Central District of California. In June the case was subsequently transferred to the U.S. District Court of Nevada (David Semas v. Chemetall US, Inc. et al Case No. 3:19-cv-00125-CBC), 125 case or lawsuit.
4. June 6, 2019 - After granting 44 summary judgments in favor of Semas and his son and daughter in the 294 Case, and watching the even-handed rulings and measured judicial temperament of former Judge Miranda Du denying nearly all of Chemeon's baseless motions it wasn't a surprise when Magistrate Judge, Carla Baldwin Carry, an experienced prosecutor denied Chemeon's Motion for Dismissal in the Trademark Infringement 125 case.
PHONY PRESS RELEASE: In press releases issued May 17, 2018 and March 21, 2017, Chemeon and owners Dean and Madylon Meiling bizarrely asserted in the 294 case the Nevada federal court approved the historical use of the name Metalast® in commerce when they falsely stated "IN ESSENCE," Judge Miranda Du granted Chemeon partial summary judgment on the topic. The press releases distorted the court order by claiming Chemeon, its manufacturing partners and distributors were authorized by Judge Du to use the historical reference to the Metalast name, which was untrue. Under the terms of the March 2015 Court approved Settlement Agreement, Dean and Madylon Meiling, and not their distributors were only granted temporary use of the name until June 10, 2015.
METALAST INTERNATIONAL, LLC ASSET PURCHASE
The Meilings used as many unfounded malicious allegations against Semas as possible, and shamefully against his family as well. Their ongoing slash and burn campaign is meant to smear his good name in an effort to discredit Semas in the industry and with his former limited liability members that invested $90 million in the business. The Meilings litigation efforts try to create a false public record to coerce Semas into forfeiting the Metalast® trademarks he's owned since 1993 that were also reaffirmed under the Settlement Agreement. This scheme involved setting him up as the scapegoat to gain control of MILLC by the appointment of a receiver. This was shrewdly followed by wiping out its debt obligations, including $10 million to Semas and foreclosing on MILLC members equity by acquiring its assets for pennies on the dollar, without a business valuation or advertising the business for sale! Gross misrepresentations were made to Judge Gibbons.
DEFAMATORY ALLEGATIONS VERSUS ACTUAL FACTS
The further abuse of the legal process continued when, seven days before the Meilings were to stop using the Metalast name, Chemeon filed the baseless 294 lawsuit against Semas and his family. Not being satisfied, they filed another frivolous lawsuit in the trademark Trial and Appeal Board or TTAB. This harassment litigation was suspended pending the final outcome of the 294 case. Throughout unsuccessful efforts by their legal team, the Meilings have tried to break the Settlement Agreement, or undermine its intent ever since they agreed to its terms and conditions before Judge Gregg Zive in January 2015, confirmed by Judge Bruce Beesley in March and reaffirmed in December 2015.
LAST PHONY PRESS RELEASE: In an effort to double-down on inaccurate statements in previous press releases that appear to be designed to mislead end-users and specifying manufacturers, on December 19, 2018 Chemeon issued another fake press release. This self-serving announcement was based on misrepresentations of court rulings in the 294 case that were never issued. The press release falsely claimed; "the U.S. District Court for the District of Nevada has issued a good number of rulings, including that it can recite its product's former association with the term Metalast". What does a "good number" of rulings mean? This sentence is absurd because no such ruling was ever made. For years their public statements have defamed Semas with baseless allegations and gross misrepresentations. HERE'S THE PROOF!
The December 2018 sham announcement also used carefully crafted words like "whose assets, including its goodwill, were, purchased by Chemeon on November 4, 2013." The Meilings did not purchase the business of MILLC, only its assets. As Judge Du determined on the record and contrary to their misrepresentations this did not include Metalast ®trademarks and therefore they did not own its history. Chemeon is not formerly Metalast because Metalast®, Inc. exists today and is owned by Semas. Further, Chemeon did not acquire the trademarks as they were never owned by MILLC. The Meilings know this preposterous line of reasoning was rendered moot. Under the unambiguous terms of the Judge Zive and Judge Beesley settlement agreement in March of 2015 the Meilings and their business entities were prohibited from using the Metalast name, trademark or brand "in any fashion or manner whatsoever" in commerce by June 10, 2015.
This self-serving press release refers to cooperative stipulations, together with obsolete court rulings that have little, if any bearing on the use of the term "formerly Metalast." Their carefully-crafted spin; "Chemeon has achieved yet other substantial victories in that pending litigation," refers to irrelevant trademarks abandoned by Semas many years earlier. Another example of Chemeon's calculated disinformation campaign, which is truly delusional.
RECENT COURT ORDERS - DENIAL On the Chemeon website and in deceptive press releases the Meilings refer to a few affirmative court rulings from as if these stale rulings, general statements by the court and irrelevant stipulations are somehow "substantial victories." Court orders and transcripts, as recent as September 2019 in the form of PDF documents and also accessible below prove on April 18, 2018 the Nevada federal court (294 lawsuit) denied all of fifteen (15) Chemeon motions for Partial Summary Judgment (PSJ) and not surprisingly granted all twelve (12) motions for PSJ to Defendant David Semas.
On February 26, 2019 Judge Du ruled in favor of Greg Semas and the Semas family by reaffirming her previous court orders dismissing all outstanding claims as well as denying Chemeon's attempt to cancel one of the Metalast® trademarks. The order stated, "It is further ordered that Plaintiff’s claim against David Semas seeking cancellation of the Metalast trademark having registration No. 2963106 (ECF No. 348 at 41-43) is dismissed because Plaintiff lacks standing to bring it. It is further ordered that Plaintiff’s motion for leave to file a supplement to its supplemental brief (ECF No. 451) IS DENIED."
In contradiction to false statements, gross misrepresentations, and lies on the Chemeon website about the litigation status, Defendants Metalast, Semas et al. have run the table on nearly all bogus claims by Plaintiff, Chemeon and the Meilings. As of this date the listing below shows the results of Chemeon's baseless causes of action and PSJ motions denied or dismissed by the Nevada Federal court (294 case). This does not include the other twenty-nine (29) PSJ motions GRANTED TO Semas, Metalast® Inc., Metalast® International, Inc., Sierra Dorado Inc. and Defense Summary Judgments in favor of his daughter Wendi Semas and son Greg Semas. The Meilings boastful claim they are winning the protracted litigation is not rational.
1. Misappropriation of Trade Secrets - PLAINTIFF'S (Chemeon/Meilings) MOTION - DENIED
2. Cancellation of Metalast Registration - DISMISSED With Prejudice (W/P)
3. Cancellation of the Logo Trademarks - DENIED
4. Common Law Trademark Infringement - DENIED
5. Copyright Infringement - PENDING
6. Intentional Interference with Prospective Economic Advantage - DENIED
7. Unfair Competition - DENIED
8. Statutory Deceptive Trade Practices/Consumer Fraud - DENIED
9. Unjust Enrichment - DENIED
10. Breach of Fiduciary Duty - DENIED
11. Breach of Operating Agreement - DENIED
12. Contractual Breach of Implied Covenant of Good Faith and Fair Dealing - DENIED
13. Tortuous Breach of Implied Covenant of Good Faith and Fair Dealing - DENIED
14. Conversion - DENIED
15. Civil Conspiracy - DENIED
16. Breach of Contract-Employment Agreement - DENIED
17. Counterclaim For Trademark Dilution - DISMISSED (W/P)
18. Counterclaim For Trademark Infringement - DISMISSED (W/P)
19. Counterclaim For Trademark Infringement and Unfair Competition - DISMISSED (W/P)
20. Counterclaim For Dilution Under Sate Law - DISMISSED (W/P)
Fortunately, now the actual truth is no longer hidden behind thousands of pages of irrelevant exhibits the Meiling's legal team submitted in their attempt to further obfuscate and confuse the court. The Chemeon v. Metalast 294 lawsuit is no longer a case of "he said" versus "she said." After the most recent rulings against the Meilings by the Supreme Court on 10/21/2019 and the Ninth Judicial District Court in July and September 2019 one would think the humiliating win-loss record might embarrassing. It wouldn't be a surprise if Chemeon continued to mislead their distributors and the metal finishing industry. Their bait and switch techniques, cherry picking and misrepresenting excerpts from court hearings have nothing to do with the lawful ownership of the Metalast® trademark, nor their phony mismanagement narrative, which was the basis for the takeover. WHERE'S THE PROOF?
METALAST MEMBERS PENDING CLASS ACTION LAWSUIT
Chemeon's and the Meilings clever deception became obvious during the 36-month long Chemeon v. Metalast litigation discovery (294 case). These methods were used to delay and inundate the court with meaningless exhibits. These calculated legal maneuvers and self-serving rhetoric has already been deployed in the pending $90 million Class Action lawsuit. The lawsuit, filed on behalf of nearly 1,000 MILLC members is also before Judge Du of the Nevada federal court. The lawsuit alleging fraud and conspiracy to defraud the MILLC members was filed against Defendants Dean and Madylon Meiling, their former attorney Jan Chubb and alleged co-conspirator and former court appointed receiver, CPA James Proctor referred to as the 572 case.
Not surprisingly, the Meiling's attempted to circumvent the 572 lawsuit before the Federal court by filing a motion with the State court. However, the court refused to intervene and denied the Meiling's appeals. Shortly thereafter they appealed the State court ruling to the Supreme Court of Nevada, who summarily dismissed the baseless appeal. On July 24th, September 3rd and October 21, 2019 the Supreme Court affirmed the State court's DENIAL of the Meiling's last ditch effort for a preliminary injunction.
TRADEMARK FRAUDULENT USPTO FILING
During the 294 case emails were uncovered during discovery that confirmed on June 17, 2013 "someone", one of the alleged co-conspirators, yet to be named prepared and then filed a fraudulent document with the U.S. Patent and Trademark Office. This was a deceitful attempt to hijack the legal ownership of the Metalast® trademarks by falsely claiming they were collateral for a loan made by the Meilings to MILLC in December of 2009. In deposition testimony the Meiling's, their hand-picked receiver, Proctor and Chemeon employee's seem to have a convenient memory lapse as to who prepared the fraudulent "Exhibit B" with a listing of Semas owned trademarks. The scheme was foiled when the USPTO denied the application a year later. Shortly after that pointless exercise the Meilings filed an absurd lawsuit in the bankruptcy court falsely alleging Semas had fraudulently conveyed trademarks he had always owned since first issued by the USPTO. HERE'S THE PROOF!
In addition to the Metalast® trademarks being held by Semas since first put into commerce in 1993, the refusal of the USPTO to grant ownership to the Meilings was likely because the fabricated Exhibit B contained a trademark dated December 2012. This was three years after the original promissory note was signed by Semas as MILLC manager. How does a 2012 USPTO trademark registration become collateral shown as an exhibit to a 2009 loan and security agreement? Another example of highly unethical, if not illegal tactics.
Emails below show beginning in March of 2013, Semas and Dean Meiling were in the midst of negotiating for a $3 million investment into MILLC. As it turns out this elaborate ruse was meant to trick Semas into admitting the business couldn't make payroll without a capital infusion so the Meilings could petition the court to appoint a receiver. If Semas was convinced Meiling would further invest, as he had many times prior he would likely stop seeking capital from other members or outside investors. It later became obvious the entire scam was deceivingly designed to accelerate the June 30, 2013 due date of the Meiling promissory note and discredit Semas. This provided the impetus to remove him as Manager and have a receiver appointed by the court to gain control of MILLC assets from the unsuspecting, innocent, and in many cases elderly MILLC Members for pennies on the dollar.
CHEMEON CREDIBILITY: The ongoing manipulation of the courts and false narrative of Semas' wrongdoing becomes more obvious as facts come to light and the truth slowly surfaces. The consistent distortion of the truth and gross misrepresentations contained in Chemeon press releases and the absurd claim that a federal judge would "IN ESSENCE" issue a summary judgment should provide convincing evidence as to the less than forthright tendencies and cavalier attitude of this group. After the five year costly legal battle, in February of 2019 the Nevada federal court (294 case) finally ruled on nearly all causes of action in favor of Semas and his family. In spite of that reality, the Meilings cling to their false narrative trying to convince their U.S. Navy licensor, manufacturers, distributors and customers otherwise.
If these facts are not enough to persuade, the illegal USPTO filing and timely case of selective amnesia by the Meilings and others, as to who fabricated the self-incriminating document should give pause as to the credibility, or lack thereof of the aforementioned individuals and their company. This was not an accident or a clerical error, but rather an intentional act to provide a phony document to the USPTO specifically designed to defraud Semas, the rightful owner of the Metalast® trademark. "Someone" prepared an entirely fabricated document falsely presented as collateral and security for a loan agreement signed three years prior. Why is no one admitting to its fabrication?
This fake document, together with the application information was filed with the USPTO by the Meiling's law firm. The action was simply a failed attempt to commandeer property of another trying to deceive the USPTO so they would have unwittingly issued the Metalast® trademarks in the name of the Meilings.
CHEMEON CLAIMS ARE OBVIOUSLY FALSE: Common sense would dictate if Chemeon's claims were true, meaning their distributors had the right to use "formerly Metalast," there would be no need for the pending trial on the Semas counter claim against the Meilings for Breach of Contract in the 294 case. After many years of litigious brinkmanship, the plain language of the settlement agreement as mediated by Judge Zive and approved by Judge Beesley should be upheld. The courts have time and time again ruled the use of the Metalast® trademark and name, in commerce is an, "absolute prohibition" and it can not be used "in any fashion or manner whatsoever." If the Meilings wanted the trademark they should have bought it, but instead they tried to hijack it as was done in the sham MILLC asset sale in 2013.
CHEMEON FALSELY CLAIMS TRADEMARKS WERE INCLUDED IN MILLC ASSET PURCHASE: Chemeon is quick to point out the MILLC asset sale was approved by the presiding judge and boldly waves around the October and December 2013 Nevada State court order and sale approval. The problem is Metalast® trademarks were always owned by Semas and never owned by MILLC in the first place. Under the law the court had no jurisdiction or authority to approve the sale of an asset not owned by MILLC.
The March 2015 Settlement Agreement and mutual release supersedes that ruling, which was based upon a false premise anyway. As alleged in the Class Action 572 lawsuit and the Elder Abuse 339 lawsuit, the State court sale approval was primarily granted because the Meilings, attorney Jan Chubb and receiver Proctor misrepresented and omitted material facts to the court. Much of this evidence has already been obtained and more damning evidence will be uncovered during the discovery process in the other lawsuits.
Pursuant to the MILLC Operating Agreement Dean Meiling had an undivided loyalty to all other members and failed to act in "good faith." Emails uncovered during discovery confirm communications were ongoing between Meiling, Chubb and Proctor prior to him being appointed as receiver. The evidence establishes a conspiracy existed to remove Semas as Manager weeks before the initial court hearing. The 572 and 339 Complaints allege Meiling breached the Operating Agreement and engaged in a fraudulent scheme to convert and transfer assets of MILLC to himself.
The alleged contrived asset sale was held without proper notice to the MILLC Members a business valuation or advertising the asset sale. This was done without soliciting an offer from its multi-billion dollar partner, Chemetall or any industry competitor. Not surprisingly, Meiling was the sole credit bidder for five cents on the dollar. This action wiped out the MILLC members $90 million of equity, hence the impetus for the pending MILLC Member lawsuits.
TRADEMARK INFRINGEMENT: Chemeon, its partners, manufacturers and distributors have no legal authority to use the historical reference "formerly Metalast", or to make a false designation of origin, or a false and misleading description of fact. Chemeon is not formerly Metalast® as Metalast®, Inc. exists today and is in "Good Standing" with the State of Nevada. The Courts denial of the Motion To Dismiss on June 6, 2019 in the pending 125 lawsuit indicates trademark infringement is ongoing by Chemeon, its manufacturers and distributors by false claiming their products are "formerly Metalast." Why did Chemeon issue a Press Release telling its distributors they could?
The Meilings ridiculous argument is based on the First Amendment Right of Free Speech and their misguided Kassbaum v. Steppenwolf Productions case law theory as it relates to the terms of the settlement agreement. In Steppenwolf, a former band member, Kassbaum stated a historical fact of his employment, by publicizing he was previously a member of the Steppenwolf band. Unlike the Meilings Kassbbaum was not claiming "TO BE" Steppenwolf "for profit", only that he was a former band member. The Meilings are claiming they were Metalast and changed their name for profit.
DEFAMATORY ALLEGATIONS VERSUS ACTUAL FACTS: Statements made to the U.S. Securities and Exchange Commission (SEC), creditors, employees, MILLC Members, the Courts and others were based on false allegations. Chemeon has never provided a scintilla of evidence establishing David Semas was guilty of self-dealing, nor that he had misappropriated millions of dollars from the business. The Proctor Report is absurd. WHERE'S THE PROOF?
The whistleblowing co-conspirators behind these pack of lies and launching the IRS and SEC investigations are nowhere to be found. Sadly, one took his life and another one surrendered his NASD, now FINRA Series 7 license to practice. The last of the trio was an employee was fired for stealing $125,000 from MILLC back in 1995. He swore a personal vendetta against the Semas family. One whistleblower was so deranged and upset when he heard the SEC was dropping their investigation he called in a bomb threat to the Metalast Tech Center. Both baseless witch-hunts were concluded unceremoniously with no action of any kind taken by either agency.
On August 30, 2010, at the conclusion of the unwarranted 16-month forensic audit and investigation stemming from false allegations by the disgruntled former MILLC employees, the SEC found no actionable evidence of any type of wrongdoing or improper use of funds. Unlike the vast majority of formal SEC investigations that result in stiff fines, penalties or criminal prosecution against bad actors the unjustified SEC investigation of David Semas concluded without an enforcement action, fines or penalties. Accounting Assistant for all payables at MILLC Allison Young's letter to the SEC speaks for itself.
In 2018 the SEC brought 821 enforcement actions and returned $794 million to harmed investors, while also obtaining judgments totaling more than $4 billion in disgorgement and penalties. So we are to believe that a two person office CPA firm on the Meiling payroll uncovered evidence of wrongdoing and self-dealing after a minor review of financial statements when after 16-months a highly skilled team of SEC investigators, with subpoena power didn't?
Additionally, MILLC books and records, and even his own personal bank records prove Semas legally sold his PERSONAL shares (not MILLC Treasury Shares) beginning five years after the formation of the company and ending more than five years prior to his removal as Manager in April of 2013.
Egregiously, in 1999 it was Dean Meiling that bought the personal shares of Semas for $1.2 million, who apparently didn't think this was an issue of self-dealing for the manager to sell his personal asset at the time. In an effort to protect the members Semas lent millions of dollars to the company, guaranteed millions more in loans and went without a paycheck for four years. Semas unselfishly reinvested every dollar back into the business causing him to lose $10 million dollars, while sadly the MILLC members lost $90 million in the shrewd and malicious alleged Meiling takeover scheme. The allegation that Semas was "self-dealing" by merely selling his personal shares five years prior to his removal is absurd. The latest outlandish crafted narrative (LIE) is that the Semas family received $56 million in salaries. WHERE'S THE PROOF?
Another example is the shameful scam was Wendi Semas embezzled $30,000 of MILLC funds. Books and records prove in March 2013 she unselfishly put two months of employee health insurance payments on her personal credit card and was merely reimbursed.
Then, the Meiling's legal team concocted a ridiculous theory that alleged Wendi misappropriated $1,800 each year by paying minor legal costs and filing fees to maintain the Semas owned trademark. This was a provision of the trademark license agreement with MILLC. Under a typical 10% royalty on Metalast® sales that, according to so called "Expert Witness" James Proctor totaled $18,100,000 by the end of 2012, Semas would have received $1,810,000 in royalty payments. Instead, MILLC simply paid minor filing fees and legal expense to maintain the Metalast® trademark, which at $2,500 annually was less than the company's modest janitorial bill.
In his biased January 27, 2017 "Expert Witness Spin Report," paid for by the Meilings the Jim Proctor claimed; "That at least Semas, (Wendi) Semas-Fauria, and Greg Semas breached fiduciary duties by, including but not limited to, spending Metalast International’s (MILLC) funds on property, such as trademark registrations, that were owned or to be owned by MII, or Semas; and improperly paying excessive perquisite benefits, large travel and entertainment expenses, and reimbursements to themselves and others with MILLC funds. ANOTHER LIE!
Now let's examine his grossly exaggerated and misleading statement. FACT, the Metalast® trademark was owned by Semas when it was first put into commerce in January of 1993. Then it was owned by Semas' Metalast® International, Inc. (MII") in May of 1994, seven months before MILLC was ever formed. Proctor and the Meilings have falsely claimed that Semas hid the fact the Metalast® trademark was owned by his MII company and not MILLC. Another absurd and "Spin" allegation. The SEC found the lawful ownership of the trademark was fully disclosed over a 12-year period in fifty-five Metalast News Report publications from 1997 until 2009.
Proctor's preposterous statement that Semas and his family breached their fiduciary by using MILLC funds to maintain the trademark, something the license agreement required is ridiculous. Proctor continues his "hit-piece" and self-serving report by falsely claiming, as manager Semas received excessive benefits, paid large T&E expenses, and improperly made reimbursements to Semas, family members and others with MILLC funds. WHERE'S THE PROOF? Nowhere in his phony report does Proctor inform the Court or the reader that Semas directly lent $3 million and guaranteed $5 million more in loans to MILLC, nor went without a paycheck for in excess of four years.
Proctor claims at $4 million Travel and Entertainment business expenses were excessive. By dividing $4 million over 19-years of business annual T&E expense was $210,000. The corporate office T&E budget was about $60,000 annually or a modest $5,000 per month for executive business. With eight full-time regional sales managers in the field their monthly total was about $1,600 each. Typically this represented about ten days a month, with lodging at $100.00 per day or a $1,000 per month plus a modest $60.00 daily per diem for breakfast, lunch and dinner. Does any of this sound excessive?
Next, Proctor points to an advertising and marketing expense of $3 million since 1995 or $157,000 annually. Each year the "SUR/FIN" trade show was $50,000 and six regional trade shows totaled $48,000. Trade publications and other forms of advertising were $5,000 per month. Next receiver Proctor lists $8 million was spent on "Professional Fees", as though Semas foolishly, or perhaps scandalously spent money on advisors and consultants. When, from 1995 to 2010 $7.2 million of $90 million was paid to NASD Broker Dealers. A typical fee structure for access to investor capital via private placement offerings. More bought and paid for desperate smear tactics meant to discredit Semas with intentional misrepresentations arriving at phony conclusions.
The self-righteous Proctor points to what he believes is another smoking gun. After his so called non-forensic analysis he claims; "The extra or excess expenses are not prudent in a company that had severe financial restraints." This naive observation comes from a small Reno bean counter with zero experience in the chemical industry. His next brainless observation was that Semas provided auto allowances to certain executives he referenced, not mentioning also to the traveling salesman in the field. Really, auto allowances? Proctor fails to divulge executives that received auto allowances had deferred their paycheck countless times and most hadn't received a pay increase in three to five years.
Receiver Proctor glosses over the fact that from 1995 - 2012 total payroll related costs were nearly $60 million of the $90 million raised and invested in the business. In other words two thirds of the capital raised was spent on salaries and human capital. From January of 1995 until April of 2013 Semas received $2,650,000 Gross salary compensation and business expenses or less than three percent (3%) of investor capital or $147,000 per year ($107,000 in salary and $40,000 average of business expenses). The report doesn't address provisions in the MILLC Operating Agreement. 11.1 Management states, "The business of the Company shall be conducted under the exclusive management of the Manager. The Manager shall have full, exclusive and complete authority to act for the Company in all matters." All expenditures were made in a fiscally responsible manner. Stop the nonsense and prove otherwise.
To bolster the false Meiling narrative and baseless allegations made over the years former receiver Proctor attempted to shift blame to the Semas family. In his pseudo report supporting the Meiling smear campaign he commits more defamation against the Semas family by stating; "The actions of Semas, Semas-Fauria, and Greg were intentional, malicious, oppressive, and done in reckless disregard of the consequences to Chemeon (the Meilings)." WHERE'S THE PROOF?
"Done in reckless disregard of the consequences to Chemeon." That statement is beyond the pale and arrogant. Even though they ended up with all the assets of MILLC, the Meilings continue to try and play the victim. It was the MILLC Members that had their property confiscated who were unethically cheated out of their rightful ownership that lost $90 million through this ruthless takeover scheme, not the Meilings. It would be naive and gullible to believe otherwise!
After trashing the reputation of the Semas family Proctor has the audacity and unmitigated gall to finish his Meiling sponsored "hit-piece" with this CYA paragraph; "The facts and conclusions in this report are based on the documents and information received in this case to date. I reserve the right to supplement and amend this report if additional and more complete information becomes available, which could change the conclusion and information in this report. I therefore reserve the right to change my report and testimony."
Proctor believes he is free to destroy a person's name, integrity and reputation and then change his uninformed analysis when new evidence comes to light. In court testimony Proctor points to $21 million in MILLC debt, when $10 million was owed to Semas and $9.5 million to Meiling ($6 million interest). MILLC only had $1.5 million of payables and short term debt. Conveniently, Proctor hid the fact and failed to inform the Court of the $22 million of MILLC debt that Semas successfully negotiated a conversion to equity a few years prior.
After false statements told by Deranged Ken and others to the court, the SEC, MILLC members and employees where's the million dollar bonuses, corporate jet or luxury Hawaii condo? What happened to uncovering millions of dollars allegedly misappropriated? What about the lie Semas was never a Santa Clara County Planning Commissioner, or that he was never a divisional Executive Vice President of Shearson/American Express? T&E expenses, lunches, car allowances and professional fees? Where's the hard evidence that validates the bought and paid for Proctor report?
The lies told by the co-conspirators shift like an Alaskan weather front. When historical facts don't support their false narrative they merely reinvent a new story that fits their phony allegations. First, Semas fraudulently conveyed the trademark from MILLC to himself. Then it was Exhibit B listing the Metalast® trademarks was originally part of the security for the Meiling loan.
Meiling claimed the document went missing after Semas executed the Loan Agreement, insinuating he must have removed Exhibit B from the signatory originals. This lie was exposed after Meiling's attorney confirmed there was never an Exhibit B attached. Also, how could a 2012 USPTO registration be a part of a 2009 agreement? Then, during Meiling's deposition testimony he denied negotiating for further investment in MILLC or that he was running the business during the receivership, but his 27 emails prove otherwise. In contradiction the Semas version (truth) of events hasn't changed in 6-years.
This was a nasty smear campaign designed to misinform and lie to employees, lenders and creditors so as to win over their trust and loyalty. MILLC members, partners and distributors were told the same pack of lies. In order to gain control of MILLC it was necessary to discredit and destroy the reputation of Semas. Former VP Technical Director for MILLC, Dr. Alp Manavbasi, one of the most respected names in the industry, who quit Chemeon paints a more accurate picture of the truth.
The best way to achieve that objective was by making trumped up charges and false claims of improprieties and wrongdoing by Semas, his daughter and son. Employees and others were told how Semas ran the company into the ground and he was guilty of self-dealing and malfeasance. Yet, miraculously MILLC was turned around in a matter of months by a naive and ruthless trio of neophytes in the metal finishing and chemical industry? It appears the takeover scam was about playing a victim, claim you are entitled to all the assets of the business, take credit for its success and then "deny everything. "
These fairy tale stories, or in common vernacular lies were a part of an elaborate takeover scam to steal a business from its founder and its members, the rightful owners of MILLC and give it to Madylon Meiling. Semas always acted as a proper fiduciary and MILLC Members capital was prudently invested in salaries and operations, including a decade of tedious R&D, testing, formation of strategic alliances and partnerships, marketing and branding. Every dollar was spent and accounted for in a fiscally responsible manner. Starting in 1993 the respected Metalast® brand and its products were meticulously branded, that is until Semas was removed as manager of MILLC and these callous individuals did their very best to destroy the good will and reputation the Semas team had spent two decades establishing.
Attorney Jan Chubb and Receiver Proctor told the Court the business was insolvent and had no value, without having access to the financial records. Any objective analysis would simply ask how many of Chemeon's partners, manufacturers, distributors and business relationships today were in place in April 2013, prior to the removal of Semas?
Facts Don't Lie, But Some People Do
Of those licensing, partnership and business relationships that likely produce upwards of 90% of Chemeon's revenues, almost all were originated by Semas and his team of experienced industry professionals. The major strategic alliances, business relationships, R&D Partnerships and licensing agreements with the U.S. Navy, Pratt & Whitney, Chemetall US, toll blender QualiChem, SIC Technologies and branches of the Department of Defense and nearly all distribution agreements were negotiated by either Semas or his executive staff.
Most manufacturing specifications and approvals and nearly every meaningful chemical Chemeon now offers were developed by the Semas led technical team. The tech center building, laboratory, classroom, products and technical services were the vision of Semas. The three year long award-winning T-REX mobile marketing campaign was the brainchild of Semas and his son Greg who was responsible for its tremendous success holding about 1,200 two hour long seminars for more than 10,000 engineering professionals at some 450 of the largest corporations in America. The T-REX team produced many major manufacturer specifications and approvals for Metalast® TCP-HF, which are still called out as of this date.
Before Judge Gibbons In 2013 Why Did Receiver Proctor
Fail to tell the Court had Semas not lent millions to MILLC it would have failed in 2009?
Withhold the fact that Semas reduced monthly burn rate from $400,000 to less than $100,000?
Tell Judge Gibbons MILLC had no chance of ever making a profit in the foreseeable future?
Fail to disclose, although not yet profitable MILLC revenues in 2012 Fiscal were $2,650,000?
With $100,000 per month cash flow not logically file MILLC for Chapter 11 reorganization protection?
State that the asset sale offering was open to prospective buyers, but never market or advertise anywhere?
Suggest no qualified bid had been received, but not disclose no one prospect was ever contacted?
Untruthfully represent MILLC had no value with little future prospects of any kind?
Claim no value when there was substantive value in licenses, contracts, specifications and IP?
Say Dean Meiling was the largest creditor, when in fact at $10 million Semas was the largest creditor?
Falsely claim Meiling was not running MILLC, yet 27 emails prove otherwise?
Tell the court he only relied on Meiling's executive expertise...in the chemical business - - what expertise?
Untruthfully state Meiling only wanted investment back when the plan was to buy assets all along?
Now suggest, the Meilings miraculously turned the business enterprise around in a matter of months?
The 294 case is awaiting a trial date assumed to be before June 2020. The few remaining causes of action include the Semas Breach of Contract counter-claim against the Meilings and Chemeon's bogus copyright claim. Chemeon's last desperate Hail Mary cause of action is on a phony copyright on the Metalast® TCP-HF label. This product label was actually created and owned by a third party, not Chemeon. The legal argument Semas committed a fraud when he lawfully filed for a trademark renewal on a mark he's owned since 1996 is preposterous. During the June 6, 2019 hearing the Court noted Chemeon's alleged copyright claim was filed long after the baseless litigation commenced. Another shameless act of deception by the Meiling's legal team. A
If one merely takes the time to read the most recent court rulings, including the three time (3x) denial for a rehearing by the Nevada Supreme Court, the attached exhibits and Historical Timeline and Summary bring the picture into focus. Common sense would dictate if one wanted business that badly they should have had it valued and made a fair offer to the MILLC members. Now, in the light of day it becomes abundantly clear as to who was telling the truth all along and who are the compulsive liars and con artists.
Final Amended Court Order
In Favor Of Semas Family
April 18, 2018
U.S. District Court of California
Trademark Infringement Complaint
125 Case - November 19, 2018
HISTORICAL BACKGROUND INFORMATION
Tiffany Schwartz Fraudulent
USPTO Filing June 18, 2013
USPTO Denial of Fraudulent
Registration June 25, 2014
Nevada Certificate of Good Standing
August 25, 2019
SEC Termination Letter
August 30, 2010
David Semas Loans
To MILLC Partial List
2009 - 2013
Allison Young SEC Ltr
August 31, 2009
Dean Meiling Retain
April 5, 2013
Dean Meiling Thanks
How Much For Payroll?
July 9, 2013
August 12, 1996
Dr. Alp Manavbasi
Metalast Technical Director
June 29, 2019
Chubb Email Stop Telling No Value
August 6, 2013
MILLC MI94, LLC Class Action
572 Lawsuit Against Dean and Madylon Meiling et al.
October 3, 2016
Confidential Informant Letter
About Deranged Ken
October 19, 2009
Douglas County Sheriff Dept.
Bomb Threat Report
August 24, 2010
1996 - 2009
USPTO Metalast Trademark
June 13, 2013
Semas Response To
June 25, 2013
U.S. District Court Denies
Motion To Stay Lawsuit and
Proctors Motion For Imunity
HERE'S THE PROOF!
HERE'S THE PROOF!
To Semas Report
June 27, 2013
Why didn't experienced receiver Proctor file a Chapter 11?
Accounting and bank records will prove MILLC was near break-even at the time of the sham sale
Don't like the deal, simple...break it!
No problem, renege and file a bogus lawsuit.
What honest person would do that?
2019 U.S. Supreme Court decision should cause their last claim to be dismissed.
Last Updated Monday, January 27, 2020
To read a summary of Metalast International, Inc. (MII) incorporated by David Semas (Semas) in May of 1994 and Metalast International, LLC (MILLC) formed in December of 1994 click on the blue links. For additional information concerning the hostile takeover of MILLC assets by Dean and Madylon Meiling (the Meilings) as alleged in the Alexander v. Meiling et al. Class Action Complaint (572 case), or the Harris v. Meiling et al. Elderly Abuse Complaint (339 case), or the Historical Timeline clink on the blue links below.
The Meilings continue their efforts to smear and defame the reputation of David M. Semas. On their Chemeon Surface Technology, LLC website and on the internet the Meilings have once again falsely promoted derogatory and unfounded statements. They attempt to create a concocted absurd narrative that Semas fraudulently filed for trademark registrations first granted to him by the USPTO dating back to 1997. This fabricated legal theory was also alleged in their baseless litigation. To date, nearly all motions for summary judgments have been awarded to Semas and his family.
METALAST HISTORICAL TIMELINE SUMMARY
As alleged in the Class Action lawsuit filed against the Meilings by former MILLC members the only one that committed a "real fraud" were the Meilings and their co-conspirators who are now desperately using misdirection tactics to conceal their misdeeds. The following information, court rulings and compelling testimony clearly establish the truthful party.
On October 21, 2019, Supreme Court DENIED - In another stunning, but not surprising rebuke of Dean and Madylon Meiling's endless stream of motions and appeals, the Nevada Supreme Court unanimously denied their latest 'en banc' review as detailed in the September 17th paragraph below. As if two denials from the Ninth Judicial District Court weren't enough to persuade the litigious duo, the fifth and final court denial was issued by the Nevada Supreme Court for its refusal to intervene in the $90 million Class Action lawsuit, Jerry Alexander el al. v. Dean Meiling et al. (572 case). All seven justices signed the Supreme Court order that read;
On October 8, 2019, Litigation Summary - In response to Plaintiff's (Chemeon) Motion for Leave to File Third-Amended Complaint attorney for Defendant (David Semas, Metalast®, Inc. et al.) summarized the last four years of the baseless litigation as follows, "David Semas entered into the 2015 Settlement Agreement to put an end to litigation with the Meilings. A few months later, the Meilings sued him again. As this Court found, the bulk of those claims were released by the Settlement Agreement. In other words, the Meilings breached the Settlement Agreement by bringing the claims.
Throughout this litigation, Chemeon’s counsel has threatened to destroy the Semas family, promised “mountains of evidence” that never materialized, promised compelling and controlling legal precedents that don’t exist, mischaracterized this Court’s rulings in press releases, and publicly humiliated David Semas with a constant drumbeat of unsubstantiated and false claims of fraud, theft, and other misdeeds. Even after the Court has disposed of most of these claims, Chemeon is unapologetic, and apoplectic with grotesque rhetoric designed abuse the litigation “privilege” to impugn with impunity.
Against this backdrop, Chemeon’s assertion that David Semas will not be prejudiced by more litigation is a farce. Everything in this case is designed to smear him. The June 21, 2015 copyright claim is no different. Chemeon has not merely alleged that Mr. Semas copied works owned by Chemeon. Chemeon casts a single event of copying as part of a grand conspiracy to defraud Chemeon.
The record is plain that Chemeon has never pursued this case based on substantive merits or to obtain compensation that justi[ies the litigation expense. Chemeon commenced this case as a preemptory maneuver to make it as dif[icult and expensive as possible for David Semas to control his Metalast™ trademark and brand, denying him the benefit of his Settlement Agreement."
On October 3, 2019 - Magistrate Judge, Carla Baldwin Carry for the U.S. District Court, District of Nevada (Reno) granted a stay to Chemeon Surface Technology, LLC ("Chemeon") in the Harris v. Meiling et al. Elderly Abuse lawsuit (339 case) pending rulings by presiding Judge Miranda Du on various motions before the court.
CHEMEON, DEAN AND MADYLON MEILING AGAIN PETITION THE NEVADA SUPREME COURT FOR REHEARING
On September 17, 2019 (DENIED on 10/21/2019) - For the third time the Meilings petitioned the Nevada Supreme Court for a rehearing of the Ninth Judicial District Court refusal to intervene in the $90 million pending Class Action lawsuit, Jerry Alexander el al. v. Dean Meiling et al. (572 case). Not accepting the denial by three (3) Justice Supreme Court panel, the Meilings petitioned for an 'en banc' review, or a hearing before seven (7) Justices of the Supreme Court. They asked to reargue points made and rejected 3x by the State Court and 2x by the Supreme Court. The petition contains the same gross misrepresentations and personal smear tactics the Meilings and their hand-picked Receiver, Jim Proctor used against Semas since his removal as manager and after the unlawful confiscation of MILLC assets in November 2013 as alleged in the 572 case.
This is another effort to delay the inevitable, the opening of discovery, gathering of evidence and deposition testimony from the Defendants. One would think the Meilings would welcome the opportunity to tell their story. Mindful to all parties a person convicted of perjury may face five years in prison. Whether civil litigation or criminal prosecution, Conspiracy to Defraud investors over the age of 60 as alleged in the 339 lawsuit is a serious matter.
On September 3, 2019 - DENIED. The Nevada Supreme Court issued a Court order denying a rehearing and ruled against the litigious husband of wife team of Dean and Madylon Meiling and their company Chemeon Surface Technology (Chemeon). The pending 572 case the Court stated, "Appellants' reliance on Barton v. Barbour as a basis for rehearing is misplaced."
Nevada Supreme Court
September 17, 2019
Harris v. Meiling Response To Motion To Stay
September 6, 2019.
Nevada Supreme Court Order
Denying Meilings Rehearing
$90M Class Action 572
September 3, 2019
On August 22, 2019, the attorney's for the MILLC, MI94, LLC and MI-16, LLC entities (collectively MILLC) filed Defendants response to Plaintiff's, D&M-MI, LLC, the Meilings and Chemeon's 'Hail Mary' motion to set aside their bogus $9.8 million judgment and remarkable effort at reinventing history in the 339 case detailed in the attached PDF below.
Unlike the disinformation on the Chemeon website the following is supported by exhibits, court rulings, court orders and transcripts. The detailed summary includes an accurate accounting of the history of this protracted litigation. Chemeon and its principals, Dean and Madylon Meiling continue to use every legal maneuver and procedural tactic to circumvent the rule of law. Time and time again they use obfuscation and phony legal arguments by filing appeals with every court they've appeared before. Their spurious legal actions have been denied by the U.S. Bankruptcy Court, Ninth Judicial District Court (Douglas County, NV), U.S. District Court of Nevada, Nevada Supreme Court and the Trademark Trial and Appeal Board (TTAB), pending the anticipated appeal with the Ninth Circuit Court. Not surprisingly, on August 12th Chemeon's appeal for rehearing with the Nevada Supreme Court by alleging the state's highest judiciary, "erred in its findings" and "overlooked material points of law and fact in the various rulings" was summarily DENIED.
Page 7 of Metalast's Response to Chemeon's effort to reverse the Court order methodically lays out the ongoing failed judicial strategy of the Chemeon legal team. Metalast attorneys correctly contend, "Instead, Plaintiff's Amendment Motion reads as a thinly-veiled effort to lard the record with more in-depth arguments, legal citations, and supporting declarations/exhibits, and as an improper attempt to render an after-the-fact redefinition of the landscape on which this Court based the Corrective Order. This Court should have no appetite for Plaintiff's further gamesmanship to interject a disfavored request for reconsideration or sur-opposition in to this matter, under the guise of the Amended Motion, and it should therefore summarily deny the Amendment Motion in toto. If the Meilings version of events is truthful, why stall and delay?
SUPREME COURT OF NEVADA RESOUNDINGLY RULES
AGAINST DEAN AND MADYLON MEILING'S EFFORTS
TO DELAY $90 MILLION CLASS ACTION LAWSUIT
On July 24, 2019 - DENIED. After more than two years of delay the Nevada Supreme Court ruled against Dean and Madylon Meiling and Chemeon. The $90 Million pending Class Action lawsuit or the 572 case began with the U.S. District Court, District of Nevada (Nevada Federal court). The case was stayed pending a Ninth Judicial District Court, Douglas County (State court) ruling. The State court DENIED twice the Meiling's motion seeking a preliminary injunction to protect them and their cohorts from additional lawsuits. The innocent don't run from a trial if historical facts and documented evidence supports their position, but rather welcome the opportunity to present their case.
The Meilings unsuccessful appeal of the State court ruling above was then also DENIED by the Nevada Supreme Court three times. The Court found their arguments to be unpersuasive when they stated, "Chemeon's additional arguments are unavailing because "state courts are completely without power to restrain federal court proceedings in in personam actions." We have considered and reject Chemeon's other arguments and deny as moot the motion to strike Chemeon's notice of supplemental authority. Accordingly, we ORDER the judgment of the district court AFFIRMED."
Ninth Judicial District Court
Defendants Response to the Meilings Appeal Motion
August 22, 2019
Nevada Supreme Court Order
The Meilings Appeal On
572 Class Action Denied
July 24, 2019
NINTH JUDICIAL DISTRICT COURT OF NEVADA
RULES AGAINST DEAN & MADYLON MEILING
ON BOGUS $9.8 MILLION DEFAULT JUDGMENT CLAIM
On July 19, 2019 - DENIED. In a different case the State court issued a Final Judgment and ruled against Dean and Madylon Meiling and another one of their business entities, D&M-MI, LLC in favor MILLC. Apparently, not being satisfied with the $100 million hostile takeover scam alleged in the Elderly Abuse 339 lawsuit, the Meilings sought to collect on a bogus $9.8 million default judgment (114 case). The State court specifically noted, "The Plaintiff's pursuit of a default under these circumstances was unfair to Defendants and was accomplished without candor to the tribunal. In accord, Plaintiffs' Application for Default Judgment against Metalast International, LLC NKA MI94, LLC is denied." Trickery and lack of candor is unbecoming to a member of the bar.
In a further embarrassing rebuke in the State court 114 case, on page 8 of the Order Setting Aside Default, Denying Default Judgment, Dismissing Action and Awarding Attorney's Fees State court Judge Gregory stated, "Plaintiffs misled the Court and the Defendants by way of their applications for default and default judgment in the manner described herein was not done on reasonable grounds." The Meilings and their legal team's ongoing legal trickery and litigious shenanigans are finally being exposed. This time Lady Justice saw though the charade.
AMERICAN BAR ASSOCIATION: RULE 3.3: Candor Toward The Tribunal
(a) A Lawyer shall not knowingly:
(1) make a false statement of fact or law to a tribunal or fail to correct a false statement of material fact or law previously made to the tribunal by a lawyer;
(2) fail to disclose to the tribunal legal authority in the controlling jurisdiction known to the lawyer to be directly adverse to the position of the client and not disclosed by opposing counsel; or
(3) offer evidence that the lawyer knows to be false. If a lawyer, the lawyer's client, or a witness called by a lawyer, has offered material evidence and the lawyer comes to know of its falsity, the lawyer shall take reasonable remedial measures, including, if necessary disclosure to the tribunal.
Ninth Judicial District
Court Order - $9 Million
July 19, 2019
U.S. DISTRICT COURT RULES AGAINST CHEMEON
(THE MEILINGS) DISTRIBUTORS CHEMETALL,
BASF, ALBEMARLE, QUALICHEM & OTHERS
On June 6, 2019 - DENIED. The U.S. District Court, District of Nevada denied a Motion To Dismiss requested by metal finishing chemical company Chemeon on behalf of its distributors; Chemetall US, BASF, Albemarle, QualiChem, Dubois Chemicals and six others. The lawsuit (125 case) was filed against Chemetall, BASF et al. by David Semas and Metalast®, Inc. in November 2018 for trademark infringement over the unlawful use of the Semas owned USPTO registered name "Metalast®." The Court also denied Chemeon's Motion to Intervene and motion for attorney's fees.
U.S. District Court of Nevada
Chemeon Motion To Dismiss Denied
125 Case - June 6, 2019
BRIEF SUMMARY OF DISPUTE
The Metalast® USPTO registered trademark has been owned by Semas since first put into commerce in 1993. The Metalast® trademark was only licensed to the Semas managed entity, MILLC and was never licensed to Chemeon or the Meilings. Despite false statements on its website and in press releases, Chemeon is not now and has never been, "formerly Metalast®", nor does it have the legal authority to designate itself as such. See Item 1., allegations paragraphs 41 - 44 of the Class Action Elderly Abuse 339 lawsuit filed against Dean and Madylon Meiling, Jan Chubb and James Proctor.
The Navy-issued and QPL-certified Metalast® TCP-HF line of non-hexavalent chromate conversion coating products were approved and/or specified by the Department of Defense and many leading manufacturers. The owners of Chemeon, Dean and Madylon Meiling entered into a settlement agreement as approved by a U.S. Federal Court. Under oath all parties acknowledged Metalast® trademarks were always owned by Semas. The parties agreed after June 10, 2015, the Meilings and their business entities could no longer use the name "Metalast" in the sale of their products "in any fashion or manner whatsoever.”
A secondary ruling by Judge Beesley reaffirmed the terms of the settlement agreement and went a step further by stating on the record; "The parties acknowledged it. The parties were represented by good counsel. They're stuck with it, and it applies both to trademarks and trade names and any other use of the term Metalast for any purpose whatsoever. That's-- that is the agreement that I approved in court." During the December 3, 2015 hearing, as requested by the U.S. District Court of Nevada asking for a clear and unambiguous clarification of the agreement between the parties, settlement Judge Bruce T. Beesley emphasized on the record the Meilings use of the name "Metalast" was an; "Absolute Prohibition."
David Semas has not licensed or in anyway otherwise consented to the characterization of any business entity as being "formerly Metalast®" or any manufactured and sold product or chemical formulation as "formerly Metalast®." Any person who procures, aids, or abets the breach of this promise may be subject to a civil cause of action.
Effective May of 2013, David Semas hereby disclaims any and all liability for any product defects, wrongful death, personal injury, or property damage in anyway attributed, or alleged to be attributed to, any product advertised, represented, distributed, or sold as a Metalast product, or under the "formerly Metalast®" moniker, with or without the ® symbol.
In August 2015, two months after they were to stop using the USPTO registered trademark and name Metalast, "in any fashion or manner whatsoever" the Meiling's and/or their representative knowingly breached the settlement agreement by misrepresenting material facts that caused the U.S. Navy to grant Qualified Products List (QPL) approval for the Chemeon TCP-HF line of products. Not being informed otherwise the Navy required all labels specifically state the related chemical products are known as "formerly Metalast." As of this date this unauthorized use of the Metalast® trademark is still shown on the QPL and in the Qualified Products Database, which is a requirement for DoD approved suppliers, and the aerospace and aviation industry.
TO PROCESS AUDITORS
This is a false designation of origin. Chemeon QPL approved
products can not be labeled , and are not "formerly Metalast®."
Metalast® CC-100 and Metalast® CC-200
Corrosion Control Products Now Available
One U.S. Gallon
Inquire for pricing
One U.S. Gallon
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METALAST Historical Timeline Summary
Milestone Events From 1993 to 2019
Jan 1993 - David Semas ("Semas") formed Metalast USA and put the brand "METALAST" in commerce
May 1994 - Semas incorporated Metalast International, Inc. ("MII") and was testing with 100 companies
Dec - Semas formed Metalast International, LLC ("MILLC") entity over seven months after MII
Sep 1997- MILLC Private Placement Offering Memorandums raised first round of approximately $25M
Nov - USPTO granted Metalast® a registered trademark to the lawful owners, MII and Semas
Jan 1998-2009 - Fifty-five News Reports confirmed trademarks were owned by MII
Jul-Dec 1999- Dean Meiling ("Meiling") acquired $1.2M of the personal shares of MILLC owned by Semas
2000-2009 - Meiling invested $3M in MILLC and successfully negotiated with Semas over 10-years
2001 to date - Manager Semas formed private label manufacturing alliance for 100 chemical products
2001 to 2007 - Metalast specified by Visteon Automotive for two million Grand Jeep Cherokee driveshafts
2002 - Metalast® AA-100 anodizing chemical specified by United States Naval Air Depot at Jacksonville
2004 to date - Naval Air Systems Command licensed Metalast® for green replacement to Hex Chromate
2004 to 2008 - T-REX mobile marketing educated 10,000 engineers and received over 80 specifications
2006 to date - Semas formed Chemetall (BASF) partnership - MILLC received 45% of GROSS SALES
2006 to date - Metalast TCP-HF received prestigious QPL certification, requirement of DoD/Aviation
Jan 2009 - U.S. Air Force awarded an SBIR (Small Business Innovation Research) grant on Hex Chrome
Feb - Manager Semas formed a QPL approved toll blending alliance for its TCP-HF line of products
June - Unwarranted SEC investigation launched by dishonest former employees and unnamed others
Nov - With SEC underway Semas stopped paycheck and began loaning over $2.5M
Dec - Meiling attorney email with MILLC execution loan documents prove Exhibit B never existed
Jul 2010 -Deranged Ken calls in bomb threat to waitress at Carson City restaurant
Aug - SEC investigation concluded without any fines, penalties or sanctions to Semas
2010 - 2013 - As had been the case since 1999, Semas struggled to make payroll on countless occasions
Jan 2013 - Semas and Dean Meiling began discussions about major MILLC capital investment
Mar - Semas showed good faith and personally guaranteed $200,000 Meiling loan to MILLC
Mar/April - Emails clearly established the hostile removal of Semas as Manager was well underway
Apr 1st - Negotiations began for further $3 million capital investment by Meiling into MILLC
Apr 5th- Meiling email confirmed he had "retained representation regarding investment"
Apr 8th - Semas email outlined $3 million and Meiling responded with, "will discuss with Madylon"
Apr 9th - Documents show Meiling set up Semas by cleverly asking "how much is needed for payroll"
Apr 15th - Evidence shows Meiling continued the charade again asking "how much for payroll"
Apr 16th - Meiling attorney Leslie confirmed no Exhibit B existed, thus trademarks weren't collateral
Apr 16th - Court hearing to remove Semas falsely claimed self-dealing and contrived payroll scam
Apr 25th - Gross misrepresentations, false statements and omission of material facts before Court
Jun 13th - Alleged co-conspirator receiver Proctor submitted a self-serving First Status Report to Judge
Jun 17th - Someone fabricated Exhibit B and submitted the fraudulent doc to USPTO
Jun 25th - Semas submitted opposition brief to Court. Meiling's counsel unsuccessfully tried to silence
July 1st - Judge Gibbons was told Meiling was not running company and only assisted receiver
May-Oct - Numerous emails establish Meiling was running company 3-4 days a week, without receiver
Aug 6th - Chubb warned Meiling, "I don't think we should be telling people there is no value"
Oct - Proctor submitted bid procedures not informing Court there was no valuation or sale advertising
Oct - Judge inquired if any interested buyers, Proctor replied "No", even though bidder weren't contacted
Oct - Judge asked Proctor given 6-months could company turn around, answer "No" it was hopeless
Oct - Meiling had only funded a paltry $380K over 7-months and MILLC cashflow was near breakeven
Nov - Sham sale,without valuation, advertising and false claim of trademark ownership
Jun 2014 - Meiling filed baseless lawsuit falsely claiming Semas fraudulent conveyed trademarks
Jan 2015 - Settlement conference resulted in agreement for Meilings to stop using name by June 10, 2015
Feb - Chubb unsuccessfully tried to unwind settlement, but Judge Zive rebuked
Mar - Judge Beesley approved settlement, Meilings to stop "in any fashion or manner whatsoever" by June 10th
Jun - Versus honoring agreement Meilings sued Semas family in U.S. District Court 6-days prior to deadline
Jul - The Meilings continue their their defamatory smear campaign in Products Finishing
Dec - Judge Beesley reaffirmed settlement agreement, stated use of Metalast name "absolute prohibition"
Nov 2016 - Meilings also filed lawsuit with TTAB trying to cancel one of four Semas trademarks
Nov - Alexander v. Meiling $90M lawsuit filed by 900 MILLC members in U.S. District Court ("USDC")
May 2017 - TTAB suspended Metalast trademark cancellation lawsuit pending a ruling from the USDC
May - Chemeon issued press release claiming Judge Du "In Essence" granted MSJ
Apr 2018 - USDC ruled in favor of Semas and against Chemeon on nearly motions - Denied
May - USDC ruled against Chemeon in favor of Wendi Semas on all motions - Denied
May - Again, Chemeon issued "In Essense" fake press release granting MSJ
Nov - A Trademark Infringement lawsuit was filed against Chemeon distributors in Semas v. Chemetall
Dec - Chemeon issues fake press release boasting USDC approved use Metalast name
Jan 2019 - USDC ruled against Chemeon seeking cancellation Metalast trademark and motion - Denied
Feb - USDC ruled against Chemeon and in favor of Greg Semas and Chemeon's other motions - Denied
Mar - Harris v. Meiling et al Elderly Abuse lawsuit filed against Meilings in California
Jun - USDC ruled against Chemeon and it distributors in Semas v. Chemetall - Denied
Jun - Harris v. Meiling Elderly Abuse lawsuit transferred to same USDC jurisdiction as Alexander case
Jul - Ninth Judicial District Court ("NJDC") ruled against bogus $9.8M Judgment - Denied
Jul - Nevada Supreme Court appeal of NJDC ruling in Alexander v. Meiling case - Denied
Aug - Defendants NJDC appeal on bogus $9.8M Judgment is pending
Aug - The Meilings defame, trash and smear Semas on the Chemeon website
Aug - The Meilings publish phony Proctor Expert Witness Report on website
Sep- Meiling's request for reconsideration by Nevada Supreme Court on their July ruling - Denied
Oct- Magistrate Judge Carry grants Chemeon stay in 339 case pending various rulings by Judge Du
Oct - For the third time the Nevada Supreme Court ruled against the Meilings for a rehearing - Denied
SUMMARY OF THE ENTIRE TAKEOVER SCAM
The Chemeon website unbelievably claims there is no settlement agreement, which is pure legal spin and absurd on its face. The Meilings, under oath in a courtroom before Judge Zive swore to be bound by the terms and conditions of the Settlement Agreement. Read the court transcripts and determine who is lying, or at best misrepresenting material facts. This is a typical example of the calculated legal maneuvering and litigious gamesmanship the Meilings have deployed for years. Instead of truth, it's legal jargon, pontification and deception.
As validated by actual court documents within this website their ridiculous statement that Chemeon has achieved "substantial victories" is delusional at best. The so called "Expert Witness Report" the Meilings brazenly showcase was prepared by Meridian Advantage and James Proctor, an actual co-conspirator as alleged in the Alexander v. Meiling (572) and Harris v. Meiling (339) lawsuits. To represent this self-serving and bias Reno accountant with zero experience in the chemical business as a qualified and objective analyst is like trusting the Fox will guard the Henhouse.
In the Proctor report he minimizes that from 1999 until 2006 MILLC was audited by Grant Thornton, LLP, the sixth largest accounting and advisory firm in the country with 7,200 employees (www.grantthornton.com). On page 13 and in paragraphs 17-20 of the self-serving report Proctor begins with innuendo, then implies the highly respected 60-person CPA firm of Kieckhafer Schiffer, LLP (www.ks-llp.com) is a co-conspirator in misrepresenting material facts to MILLC members. This disrespectful over-paid bookkeeper arrogantly libels the Irvine, California based CPA firm and its principal, the former Managing Partner of Arthur Anderson for Orange County when he states, "Arguably, K&S CPA is complicit in the presentation of misleading information to LLC members."
Another example of a Proctor scam analysis is quoting out of context when he references the standard language of the SEC dismissal letter, "it must in no way be construed as indicating that the party has been exonerated, or that no action may result..." All investigations of this type conclude with either prosecuting, or fining or not. The August 30, 2010 SEC termination letter is quite definitive when it reads, "The investigation has been completed as to Metalast International, LLC, Metalast International, Inc., and David Semas, against whom we do not intend to recommend any enforcement action by the Commission." Are we to assume the SEC is still reviewing the case nearly a decade later? Preposterous!
Proctor lies with, "His unclean hands including his breach of fiduciary duty, his fraudulent procurement of the Metalast word and logo trademark registrations, and his misrepresentations to the SEC, IRS, and investors in Metalast International, LLC, that the company owned its intellectual property when, instead and as explained further below, he had, and continued to, divert a large amount of that company’s intellectual property to another company controlled by him ." A LIE - WHERE'S THE PROOF?
How does Proctor know what was represented to the IRS (1998), SEC (2010) or investors as neither he, nor the Meilings were present? Semas met Proctor in 2013 and Meiling in 1999. More hearsay, calculated misinformation and wild ass guesses meant to smear the Semas name in the public record. In addition to the false statements, half-truths and spin told on the Chemeon website their arrogant and pompous claims are outright lies and defamation. Where are the accounting detail records and receipts to prove any of the erroneous allegations in the Proctor Report? Receiver Proctor goes out of his way to use baseless assumptions, reaches uninformed conclusions and cleverly applies accounting manipulation tactics to support his hare-brained improper use of funds theories.
To this date the Meilings control all of the original MILLC Metalast files, financial records, expense reports, contracts, etc., which they conveniently hide or misplace. As the Meilings and Proctor know every single expenditure was accounted for and entirely documented and approved by each department head. This procedure was followed up with supervisor approval, reviewed by Allison Young of the accounting department for accuracy and honesty, by SVP Jeff Mackinen and finally by David Semas as MILLC Manager. To suggest there were improper expenditures or financial improprieties would mean there was either a mass conspiracy or Mr. Proctor is defaming the reputation of many honest and ethical individuals and former employees.
The truth is to cover their tracks the Meilings and Proctor assumed they would find tens of millions of dollars, or at the very least millions of dollars of embezzled and misappropriated investor funds, even though the SEC didn't. The big lie was told to the Meilings by the unreliable, dishonest and obviously delusional group of disgruntled employees and IRS and SEC whistleblowers and the former securities broker crony, Deranged Ken.
Once the Meilings and Proctor came to the realization Semas had done nothing wrong and that the company was in fact well-managed and its accounting department was extremely well-documented they began to fabricate a new story of alleged mismanagement. This piece of fiction was based around ridiculous claims of improper expenses, like minor travel and entertainment, modest car allowances and reasonable advertising and marketing expenditures. Lastly and even more absurdly was the sale of private MILLC shares, even though the last sale was five years before the removal of Semas. They fail to mention that he hadn't taken a paycheck in years and invested every dollar back in MILLC. When asked in his deposition where is the proof, Proctor embarrassingly came up with $21,000 of what he called "improper expenditures." STILL A LIE!
This was a set up from the beginning and a con job levied against on honest man and his family. The evidence on this website alone shows who's lying. The Meilings, Proctor and a few of their other co-conspirators continue to defame David Semas and his family. Their ongoing futile attempt to re-write Metalast history on the Chemeon website, the sham Proctor report and their version of events just doesn't add up. To claim to be the victim and concerned with the well-being of MILLC members is shameful.
Apr 2013 - Who would con and manipulate a friend into believe he was going to invest $3 million?
Apr - Who would ignore his own attorney on the legal ownership of the Metalast trademark?
Apr - Who would omit material facts and lie to Judge Gibbons of the Ninth Judicial District Court?
Jun - Who would fabricate a fraudulent document and file it with a U.S. government agency (USPTO)?
Jun - Who would misrepresent to Judge Gibbons and claim Dean Meiling wasn't running MILLC?
Aug - Who would instruct her client to stop saying the company has no value?
Oct - Who would ask the court for sale bid instructions knowing no one had been contacted
Nov - Who would be stupid enough to sell assets of a company without a valuation or bidding process?
Jun 2014 - Who would file a sham lawsuit against a person they knew to be the lawful trademark owner?
Jan/Feb 2015 - Who would try to renege on settlement agreement executed in open court, under oath?
Feb - Madylon offers to sell Semas back "his company" and acknowledge name change?
Jun - Who agreed to stop using the name "Metalast", then file a frivolous lawsuit against the Semas family?
Apr 2016 - Who would brag in Court alleging mountains of evidence against the parties and produce "0"?
Nov 2017 - Who would file a baseless Copyright lawsuit on an owner for renewal of his own trademark?
Dec 2018 - Who would issue a press release falsely claiming a federal Judge "In Essence" awarded an MSJ?
Sep 2019 - Who would lie on their website stating there was no lawfully executed settlement agreement?
THE FACTS are supported by irrefutable evidence including Court orders, rulings, motions and testimony under oath. This website has documents that include court and deposition transcripts, emails, letters, contracts and canceled Wells Fargo Bank checks from the personal account of David Semas (Semas) confirming more the $2 million in loans made to MILLC to protect employees and members. Unlike Chemeon's website, the substantial evidence presented throughout this online portal is not lawyer hype, self-aggrandizing press releases or a bias phony expert witness report from a discredited CPA that showed a lack of candor to Judge Michael Gibbons of the Ninth Judicial District Court.
If the Meilings really cared about the $90 million invested by innocent MILLC members they could have offered them a modest capital call to protect their ownership position six years go. At the very least the Meilings should have made certain receiver Proctor hired a qualified and independent appraiser with specific chemical industry experience to establish a high-low business valuation, which they didn't. Then, receiver Proctor should have properly advertised the sale of MILLC assets in industry trade publications, newspapers and issued a national and internet press release, which receiver Jim Proctor didn't.
Lastly, Proctor should have contacted prospective buyers like Henkel, PPG, Dow Chemical Company, Houghton, AkzoNobel, SurTec, MacDermid, Brenntag Group, Atotech, Sherwin-Williams, Advanced Chemical Company and Coral Chemical Company, to name a few. None of whom were ever notified of a sale. Unbelievably, receiver Proctor chose not to contact Chemetall North America, MILLC's $6 billion manufacturing and distribution partner, business unit of the world's largest chemical company, BASF (Market Cap $61 billion).
Proctor also didn't call or in anyway contact their secondary distributor, DuBois Chemicals. For a self-proclaimed financial expert and highly experienced court appointed Bankruptcy Trustee and Receiver to claim ignorance of normal sale and bidding procedures is beyond ludicrous. Both Dean Meiling and Jim Proctor testified they never contacted anyone about the MILLC asset sale. To succinctly summarize, without a business valuation, without qualified buyers being notified of a sale, without due diligence by third parties and without even an appearance of a legitimate competitive bid process, the sham asset sale was conducted by Proctor to the sole bidder Dean Meiling as alleged in the 572 and 339 cases. What person in their right mind would think any of this is proper, ethical or legal?
CONCISE RECAP OF MEILING SCHEME
Semas founded the Metalast businesses in 1993 and built the metal finishing chemical and technology company from the ground up. In 1999 Dean Meiling bought $1.3 million of Semas's personal Metalast International, LLC (MILLC) member interest (shares). After reinvesting and making loans to MILLC over the following decade on December 17, 2009 Meiling and MILLC signed a Promissory Note for $3.9 million and an Amended and Restated Security Agreement, which included compounded and accrued interest to date. While the original Security Agreement referenced an Exhibit B identifying trademark registrations, no such Exhibit B was attached at the time. It was not known until discovery in the Chemeon v. Semas 294 case that in June 2013 a fraudulent Exhibit B containing seven (7) Metalast trademarks was fabricated and filed with the USPTO in an effort to hijack the ownership of the Semas owned Metalast trademarks.
ay of 2009
As a result of the negative impact an unwarranted SEC investigation can have on raising capital for an R&D business still in the red, Semas voluntarily began loaning millions of dollars to MILLC. He also stopped taking a paycheck all together November of 2009. The baseless SEC witch-hunt concluded in August of 2010, without fines or penalties of any kind.
Trying to improve the odds for additional capital investment in the business Semas began loaning MILLC money and personally guaranteeing additional loans to the company. To significantly enhance the MILLC balance sheet and financial statements, over a 6-month period he also convinced existing investors, lenders and MILLC Preferred members to convert $22 million debt to equity. All agreed with the plan except for Dean Meiling. Although not yet proven, it's very possible that Meiling was considering the sham MILLC asset sale long before the take-over scheme was finally executed in April of 2013.
By the end of 2012, after loans and accrued compensation Semas was owed $5 million, plus another $5 million in loan guarantees and was stretched to the limit. Semas and Meiling had discussions in February 2013 about him investing further. Meiling said he would consider it but asked Semas to personally guarantee a $200,000 loan to MILLC. Semas agreed and it appears that was when the hostile takeover plan was hatched. Semas was cleverly conned and manipulated into believing his long-time investor and friend, Meiling was going to invest $3 million in MILLC so he stopped looking for alternative funding sources or filing for Chapter 11 bankruptcy protection in April 2013. If this wasn't the case why would Semas guarantee a $200,000 loan to MILLC?
After several telephone discussions and two meetings Meiling and Semas kept communicating through email exchanges about his further investment in the company of $3 million, which in his deposition testimony he denied. The "Spin Machine" was in full swing as their legal team invented plausible explanations to cover their tracks. Documents and emails obtained during the 294 case establish the devious plan was to get Semas to admit he couldn't make payroll so they could have a receiver appointed. If they also claimed Semas was guilty of self-dealing and allege the company was insolvent Meiling could petition the State court to accelerate his loan, which wasn't due for two months and at 18% compounded interest it had ballooned to $9.5 million.
On April 26, 2013 receiver James Proctor was appointed and Semas was thrown out a company he founded and removed as managing member for MILLC. Not only was he lied about and his name trashed with employees, members and in the public record, but the receiver Proctor told Semas he had a "gag" order in place. Semas was threatened that he was under court order and was prohibited from, in anyway interfering with the day-to-day business or contacting any employee, MILLC member, partner, distributor, vendor or customer.
The next day attorney Jan Chubb called the attorney for Semas's second Trust Deed holder on his ranch and home. The lender previously provided a $2.2 million loan, which in turn Semas lent the funds to MILLC. Chubb told the attorney for the lender Semas had been fired and there may be cause for concern as he was guilty of self-dealing and financial improprieties. A few days later a Notice of Default was filed and foreclosure began on the Semas property.
In June of 2013 Semas filed a legal brief with the State court informing Judge Michael Gibbons that Meiling was running MILLC and not Proctor. Meiling, Chubb and Proctor all denied the allegation and, as Semas had predicted the company was made to appear to be unsalvageable, even though it was near breakeven at the time of the sham sale. After $100 million of investment, without an independent business appraisal, valuation or advertising the assets for sale or contacting qualified buyers like MILLC's owns $6 billion partner, Chemetall (BASF) the assets were stripped away by the receiver and sold to the Meilings for a credit bid of $5 million in November 2013. Court transcripts confirm the alleged co-conspirators made gross misrepresentations to Judge Gibbons and what appears to be the intentional omission of material facts.
To further demonstrate the vindictive and despicable actions of the group, as if it wasn't enough destroy a person's professional career and personal life, on December 12, 2013, court transcripts show the Meilings, attorney Jan Chubb and receiver Proctor petitioned Judge Gibbons and the State court to have Semas oversee and pay what was easily $50,000 or more for the preparation of 1,000 MILLC member K-1 tax returns for the year of 2013. This was seven months after he had been removed from his position, denied access to Metalast offices, MILLC's bank accounts, files, books, accounting records or member files. Semas obviously refused and the State court did not force the issue.
In July of 2014 the Meilings filed a baseless lawsuit against Semas in the U.S. Bankruptcy Court for fraudulent conveyance of his own trademarks. This was settled before mediation Judge Zive in January of 2015. The lawful settlement agreement required the Meilings stop using the Metalast name on or before 90-days after the approval by the presiding Judge Bruce Beesley, which occurred on March 10, 2015. The agreement also provided a mutual release so neither party could file a lawsuit against the other for any reason whether known or unknown, foreseen or unforeseen prior to the March 10th approval date.
Although Semas honored the agreement the Meiling's did not. Within a few weeks after the settlement conference their attorney, Jan Chubb tried to get Judge Zive to invalidate the agreement because her clients didn't understanding its terms and conditions. This is disingenuous because it was the Meilings that made the offer to Semas in the first place, not vice versa. In fact the transcript of the Zive telephonic conference with Jan Chubb confirms Semas warned the Meilings could not operate without referring to Metalast as a part of government approvals and manufacturer specifications. Zive was so angered by Chubb's challenge to his mediated settlement agreement, accepted under oath by two intelligent and experienced parties, represented by good counsel he vowed never to conduct further mediations with Kaempfer Crowell.
The Meilings withdrew their objection during the Judge Beesley approval hearing on March 10th. Almost 3-months later, one week before the June 10th deadline, the Meilings filed another bogus lawsuit against Semas, his corporations, his business associate, Marc Harris and shamefully against son and daughter. Since that date the Meilings and their distributors continue to unlawfully use the name "Metalast", under the moniker "formerly Metalast" claiming it was their first amendment right of free speech. In the settlement agreement the use of the name Metalast was/is strictly prohibited "in any fashion or manner whatsoever."
During the protracted Chemeon v. Semas lawsuit (294 case) evidence was uncovered confirming Dean Meiling was, in reality running the business and Semas was set up as the convenient fall guy. In the summer of 2016 other documents exposed the fraudulent filing of the fabricated Exhibit B, which listed trademarks that were never a part of, nor security for the MILLC 2009 loan and security agreement. The Meiling's story and their delusional claim of being the victim is unraveling before their very eyes. Anyone that reviews the actual evidence, Court transcripts and Court orders can easily formulate a logical opinion as to who is telling the truth and who is not.
In November of 2016 a group of the former MILLC members assembled and selected Marc Harris and Jeff Mackinen as their class representatives. This Class Action lawsuit against the Meilings and their alleged co-conspirators was filed with the U.S. District Court, District of Nevada (572 case). A few years later an additional lawsuit was filed against the Meilings et al. for Elderly Abuse (339 case), both of which now reside before Judge Miranda Du of the U.S. District Court.
As alleged in the 572 and 339 lawsuits this was a calculated and planned scheme to take over a green specialty chemical business that spent 20-years and invested $100 million in developing its products and brand. Metalast was poised to become a leader in the industry it served and within months from turning the corner to profitability. Three times the Meilings appealed to the Ninth Judicial District Court to intervene, all of which were denied. They then appealed to the Nevada Supreme Court three times, which were also denied. Instead of building a company from the ground up as Semas had done with the financial support from his investors, the Meilings opted instead to steal a business with deception. In spite of the "Spin Machine," the evidence is now incontrovertible!
If one objectively listens to the contrived narrative that Semas was the villain, it doesn't make any sense and isn't supported by facts. Once he was removed as Manager on April 26, 2013, the Meilings controlled the company lock, stock and barrel until the assets were stripped away from the MILLC members seven (7) months later. Why would the Meilings want to takeover a worthless company?
The false narrative MILLC never made a profit and Semas squandered investors money is clever lawyer spin. MILLC was a Nevada limited liability company and members wrote-off their tax losses each year. The business was in long-term R&D, product development, testing and branding. MILLC didn't lose $90 million - IT INVESTED $90 million. Every dollar was invested in salaries and reasonable compensation to as many as 36 full-time employees, including research scientists, chemists, engineers and technical sales professionals. Capital was invested in IP, technology, chemical licenses, partnership agreements, contracts, manufacturer specifications, establishing a distribution network and in ten years of testing. The very assets that the Meilings claimed were worthless, are in fact the cashflow generators they now enjoy at the expense of MILLC members.
This was a premeditated railroad job from the very beginning. The objective was to walk from the minor debt of the business, wipe out the $10 million owed to Semas, steal the assets of MILLC and falsely accuse the manager of self-dealing, mismanagement, squandering investors capital and misappropriation of MILLC member funds. Evidence proves Semas lent millions of dollars and guaranteed millions more and never acted improperly. What does he have to do with Proctor selling the MILLC assets to the Meilings for an arbitrary $5 million credit bid with no other bidders ever contacted or present? A SHAM!
According to the Proctor theory any CEO that sells his personal shares of stock is guilty of self-dealing. It's a good thing that Steve Jobs, Michael Dell, Jeff Bezos, Mark Zuckerburg, Elon Musk and thousands of other founders that sold their stock never ran across Jim Proctor. However, there is one big difference between David Semas and these CEO's, not one of them put every dollar they made back into the business to protect the shareholders and then lost their home.
HOW MANY CEO'S OR MANAGER'S WOULD GO WITHOUT A PAYCHECK FOR FOR YEARS, SELL $10 MILLION OF PERSONAL SHARES AND THEN WHEN CAPITAL WAS REQUIRED GUARANTEE MILLIONS IN LOANS AND PUT EVERY DOLLAR BACK INTO A BUSINESS THEY ONLY OWNED 20% OF?
Instead of drinking the Meiling Kool-Aid ask them the following;
(1) Why didn't Meiling tell Semas he was going to call the MILLC loan if not paid by June of 2013?
(2) Why did Meiling con Semas into signing a $200K loan guarantee knowing his days were numbered?
(3) Why did Meiling deny negotiating with Semas to invest $3 million in April of 2013, when he was?
(4) Why did a Meiling attorney lie to Judge Gibbons by saying Semas agreed with a receivership?
(5) Once the Meilings and receiver scheme was executed and Semas removed why not file a Chapter 11?
(6) Why did Chubb tell the Court Exhibit B was filed with the USPTO, when she knew it to be a fraud?
(7) Court was told Meiling was not running the business, but 27 emails prove he was!
(8) How could Meiling have known he was buying the business 6-months in advance of the sham sale?
(9) Why did Proctor not disclose to the Judge prospective bidders were never informed of a sale?
(10) Once Semas was removed, what's the excuse for wiping out the MILLC members $90 million of equity ownership?
If Press Releases were the law of the land there would be no need for
a judiciary. Believing the Meilings and James Proctor's narrative that
this was not a premeditated takeover scheme as correctly alleged in
the various lawsuits would be like believing in the tooth fairy!
The allegations against the former manager are a mere smoke screen. Had Receiver Jim Proctor, Attorney Jan Chubb and Dean and Madylon Meiling followed legal foreclosure and competitive bid rules and procedures they would not been in the position they now find themselves.
1. Negotiating a $3 million investment with no any intention of doing so
2. Misrepresenting material facts to Judge Gibbons at Ex Party hearing
3. Representing to the Court the Meilings only wanted investment back
4. Monthly cashflow of $50K - $100K, but no Chapter 11 protection filed?
5. Preparing and filing a fraudulent Exhibit B trademark doc with USPTO
6. Telling the Court Dean Meiling wasn't running business, when he was
7. Claiming to Judge Gibbons and others MILLC had little, if any value
8. Not advertising or contacting Chemetall or any prospect about sale
9. Arbitrarily setting a bid price of $5 million without a business valuation
10. Holding phony sale at Metalast offices to only bidder, Lender Meiling
11. Conducting a premeditated sham sale then covering it up with lies
THESE FACTS AND MUCH MORE WILL SOON BE
BROUGHT TO LIGHT DURING THE JURY TRIAL - -
SOMETHING DEAN AND MADYLON MEILING
ARE DESPERATELY TRYING TO STOP
Judge Zive Settlement Conference
Meilings and Semas'
January 27, 2015
Judge Zive Telephonic Conference
Chubb Attempted To Unwind
February 19, 2015
Judge Beesley Reaffirmation
At Judge Du's Request
December 3, 2015
Metalast International, Inc.
Corporate Charter and Articles
May 16, 1994
Offers To Sell Back
MILLC To David Semas
February 24, 2015
Click PDFs To Open
BASF, Chemetall and Albemarle - Distributors For
Chemeon Surface Technology, LLC Sued For
Trademark Infringement - Press Release 12/20/18