Westover Capital Accused of Multiple Grand Thefts

by Christopher Menkin

In the history of writing Leasing News there have been those in the industry where I find little pleasure in reporting, but to quell the rumors and misinformation, here is why Lanak & Hanna, Orange, California, is taking Westover Financial, Westover Capital, Jaimie Haver, Steven R. Jones, and Joseph G. Woodley, CLP, (past National Equipment Finance Association (NEFA) Executive Director and CLP board member) and others connected, to trial on March 12, 2010 in Superior Court, Orange County, California. It regards $859,409.50 allegedly stolen.*

To make the situation worse, Westover Capital is not a California Licensed Lender, subjecting transactions in California to usury laws as well as proprietorship and personal guarantee transactions may be considered invalid, unless the transaction is a “true lease” with no bargain purchase option and meets requirements of an “operating lease.” In addition, those licensed with capital lease transactions may find additional difficulties, including invalid contracts, if discovered, for dealing with a non-licensed entity.

It appears the Westover Capital logo
has several meanings with the saying
“Open the Door to Opportunity”

The Lanak & Hanna complaint alleges customer lists, computers, documents, equipment, files, forms, furniture, as well as actual leases and their residuals were taken from Westover Financial to Westover Capital, which secured a revolving line of credit. In additional, the complaint states Joe Woodley, CLP, allegedly destroyed the Westover Financial files and other documents; joined by Jaime Haver and as well as others who participated in the destruction of all records.

“Defendant HAVER; and DOES 86 through 100, inclusive, an officer of Defendant WESTOVER and WESTOVER CAPITAL, as well as Defendants WOODLEY, an officer and shareholder of Defendant WESTOVER; and DOES 1 through 25, inclusive, knowingly and intentionally arranged for the destruction of and destroyed all contracts, paperwork documenting deals, and equipment leasing and financing agreement documents and files of Defendant WESTOVER; and DOES 1 through 25, inclusive, shredded despite Plaintiff’s demands not to, and also knowingly, fraudulently, and with wrongful intent transferred all other books and records not destroyed of Defendants WESTOVER to Defendants WESTOVER CAPITAL;”
    (Page 19)

The thirty-one page third amended complaint allegedly tells the story, which appears to leave Jaimie Haver and others twisting in the air, especially over oral testimony. The case really centers on her and others as well as Westover Capital. According to informed sources, Joe Woodley, CLP, is not the concern now, as he is not named as an officer or employee of Westover Capital. In fact, Jaimie Haver states her actions were done as a “favor to Joe,” according to the Lanak-Hanna complaint. It seems to leave Joe Woodley out of cause for any action that took place.

This all started after the demise of First Heritage Bank, Newport Beach, California (1) that had given a $1 million revolver line of credit to Westover Financial, secured with the leases, signatures of Steven Jones and Joseph Woodley. In February, 2009 the FDIC as receivers sold the loan and covenants to Brown Bark III. May 6, 2009 the law firm filed against those named. Westover Capital, now located in Tustin, California was incorporated June 29, 2009 with Jaimie Haver as the agent (C3215873). (2) July 21, 2009 Joseph Woodley filed personal bankruptcy, and among the named debts was the First Heritage bank line of credit, along with others. (3)

Joseph G. Woodley, CLP

The date is noticeable as the next day, July 22, 2009 Leasing News interviewed Joe Woodley, CLP (4). Several readers had contacted Leasing News, such as this email, “In case you don’t have this already, I just heard from a pretty reliable source that these guys closed down, apparently owing vendors, lessees and salespeople money. Thought you might want to check it out.”

In the interview, a day after he had filed bankruptcy, Woodley told Leasing News he had “…sold 40% of the company to Steve Jones, who eventually took full control, until a few months ago when he left and took the inside sales crew to iFinancial, San Clemente, California.”

The story continues:

“Semi-retired, but still active as membership director-West for the successor of UAEL, National Equipment Finance Association, he has settled some of the bills, settling other debts, answering other questions, and is now in the process of legally dissolving the company.

“His long time credit manager Jaimie Haver will then take over his former outside sales staff: Chuck Parsons, Amy Pine, Wayne Evans, Rick Russo, George Guibert, Tom Tolman, Dave Kolle, Rob Wible, Martin Lacayo, Woody Wong. They are planning to re-open as Westover Capital.”

The intent was stated. It is the long time practice of Leasing News to have the person interviewed review the story to make any corrections, additions, or deletions, as was done this time.

By email, Joe Woodley responds:

“This article is fine, and a fair assessment of the situation. The industry rumor mill is having a good time with this economy and I’m sure this piece of yours will generate some phone calls and comments. Please let me know what the feedback is and I will do the same.

“Thank you.

“Joe”
(5)

“…that unity of interest and ownership between Defendants WESTOVER; AND DOES 1 through 25 and WESTOVER CAPITAL; AND DOES 76 through 100 was created in bad faith and exists for the wrongful purpose of WESTOVER escaping liability for its debts. ‘WESTOVER CAPITAL; and DOES 76 through 85, inclusive, and WESTOVER; and DOES 1 through 25, inclusive, share a similar name, operate business from the same address, WESTOVER’s and WESTOVER CAPITAL’S telephone numbers connect to the same voicemail system advising the caller has reached “Westover,” WESTOVER CAPITAL has and involves similar officers, owners, directors and the same insiders and employees involved in WESTOVER, carnies on the same business as WESTOVER, and has obtained, disposed of, and or hidden all the assets of WESTOVER, including WESTOVER’ s client lists, business relationships, and good will without paying WESTOVER’s debts and obligations. Plaintiff is further informed and believes, and thereon alleges, that any transactions between or involving WESTOVER; and DOES 1 through 25, inclusive, and/or WESTOVER CAPITAL; and DOES 76 through 85, inclusive, whereby WESTOVER; and DOES 1 through 25, inclusive, and/or WESTOVER CAPITAL; and DOES 76 through 85, inclusive, purported to purchase, assign, or transfer WESTOVER assets or dissolve WESTOVER without paying WESTOVER’s debts and obligations were entered into fraudulently and with the intent and purpose of deceiving WESTOVER’ s creditors, including Plaintiff, and for the purpose of evading payment obligations to WESTOVER’s creditors and interested parties and to attempt to escape liability for its debts, while continuing to do business under the same or similar name. Plaintiff alleges there exists and has existed at all times relevant a unity of interest and ownership between WESTOVER; and DOES 1 through 25, inclusive, and WESTOVER CAPITAL;
   (Page 3, Third Amended Complaint)

“July 1, 2009 WOODLEY, in his capacity as an officer and shareholder of WESTOVER; and DOES 1 through 25, inclusive, orally represented to Plaintiff he intended on and would be destroying WESTOVER’s; and DOES 1 through 25, inclusive’s, books, records, papers, documents, ledgers, customer files, reports and all other documentation of WESTOVER; and DOES 1 through 25, inclusive, because WESTOVER; and DOES 1 through 25, inclusive, he represented, had not been and would no longer be doing any business. At that time, Plaintiff demanded WOODLEY refrain from destroying the books, records, papers, documents, ledgers, customer files, reports and all other documentation of WESTOVER; and DOES 1 through 25, inclusive, as Plaintiff, as the secured creditor of WESTOVER; and DOES 1 through 25, inclusive, had and has a right to possession and examination of all of the books, records, papers, documents, ledgers, customer files, reports and all other documentation of WESTOVER; and DOES 1 through 25.
   (Pages 7 & 8)

“…stated orally to Plaintiff that she, HAVER, had arranged for the destruction of and destroyed all contracts, paperwork documenting deals, and equipment leasing and financing agreement documents and files of Defendant WESTOVER; and DOES 1 through 25, inclusive, shredded despite Plaintiffs demands not to…

“…and WOODLEY, an officer and shareholder of Defendant WESTOVER; and 7 DOES 1 through 25, inclusive, stated orally to Plaintiff that there were no residuals or lease payments to be collected by WESTOVER…”
   (Page 10)

“Defendant HAVER; and DOES 86 through 100, inclusive, orally reiterated and again emphatically represented that she had had all of Defendant WESTOVER; and DOES 1 through 25, inclusive’s, equipment leasing and financing agreements and customer files had been shredded and, further, that Defendant WESTOVER; and DOES 1 through 25, inclusive, had not done business since the beginning of 200916 and was not doing any new business. When asked why then Defendant HAVER; and DOES 86 through 100, inclusive, was keeping all of Defendant WESTOVER; and DOES 1 through 25, inclusive’s, property at her residence, she represented she was doing WOODLEY a favor…”
   (Page 12)

“When HAVER; and DOES 86 through 100, inclusive, individually and in her capacity as an officer of WESTOVER; and DOES 1 through 25, inclusive and WESTOVER CAPITAL; and DOES 76 through 85, inclusive, made these representations, she knew them to be false and made these representations with the intent to deceive and defraud Plaintiff and to induce Plaintiff to refrain from collecting payments being paid to WESTOVER which Plaintiff had a right to immediate possession of under the Secured Loan Agreement, refrain from collecting residual payments being made to WESTOVER. which Plaintiff had a right to immediate possession of under the Secured Loan Agreement and refrain from collecting the assets of WESTOVER, and with the expectation that Plaintiff would refrain from taking such acts.”
   (Pages 25 & 26)

“WHEREFORE, Plaintiff prays judgment against Defendants WESTOVER; and DOES I through , inclusive; JONES and DOES 26 through 50, inclusive; WOODLEY; and DOES 51 through 75, inclusive; and WESTOVER CAPITAL; and DOES 76 through 85, inclusive; and HAVER; and DOES 86 through 100, inclusive, as follows:

1. For damages in the principal an amount of not less than $859,409.50, according to proof at trial;
2. For exemplary and punitive damages, according to proof at trial;
3. For possession of the Collateral described herein or, if the Collateral cannot be delivered, for its value according to proof at trial;
4. For an order requiring Defendants; and DOES 1 through 100, inclusive, and each of them, to show cause, if any they have, why they should not be enjoined as hereinafter set forth, during the pendency of this action;
5. For a temporary restraining order, preliminary injunction, and a permanent injunction, all requiring Defendants; and DOES 1 through 100, inclusive, and each of them, and their agents, servants, and employees, and all persons acting under, in concert with, or for them:
   A. To refrain from continuing the misappropriation of Plaintiffs Collateral; and
   B. To return all of the Collateral to Plaintiff;
6. For interest;
7. For attorneys fees pursuant to the Secured Loan Agreement, Custodian Agreement, and Guaranties;
8. For costs of suit herein incurred; and
9. For such other and further relief as the court deems appropriate.
    (Pages 29 & 30)

While attempts were made, none of the parties responded with a comment or statement.

* Principal Balance: $859,409.50; interest: $8,021.28; Total: $867,430.78 (Calculated through February 23, 2009)

(1) FDIC Press Release
http://www.fdic.gov/news/news/press/2008/pr08063.html

(2) First Complaint, includes line of credit information
http://leasingnews.org/PDF/Lanak&HannaComplaint.pdf

(3) Woodley Bankruptcy Petition listing assets and debts
(35 pages)
http://leasingnews.org/PDF/July_23_email_from_Joe_Woodley.pdf

(4) July 24, 2009 Interview/Story
http://leasingnews.org/archives/July%202009/07-24-09.htm#Westover

(5) July 23 email from Joe Woodley
http://leasingnews.org/PDF/July_23_email_from_Joe_Woodley.pdf