tom benson inventory
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IN THE UNITED STATES DISTRICT COURT
FOR THE WESTERN DISTRICT OF TEXAS
SAN ANTONIO DIVISION
RENEE BENSON
v. Civil Action No. 5:15-CV-00202-DAE
THOMAS MILTON BENSON, JR.,
As Trustee of the Shirley L. Benson
Testamentary Trust
RECEIVERS REPORT AND INVENTORY OF THE ESTATE OF SHIRLEY L.
BENSON AND THE SHIRLEY L. BENSON TESTAMENTARY TRUST
TO THE HONORABLE JUDGE OF THE COURT:
Phil Hardberger and Art Bayern, as Co-Receivers of the Estate of Shirley L. Benson (Estate)
and the Shirley L. Benson Testamentary Trust (Trust), file their Report and Inventory.
I. THE ESTATE AND THE TRUST
Shirley L. Landry and Thomas Milton Benson, Jr. were married in 1945. Mrs. Benson died on
November 24, 1980, and her last will was admitted to probate in Bexar County by order signed
December 29, 1980, in the County Court of Bexar County, Texas.
Mrs. Bensons will (Will) transferred her residuary estate into a testamentary trust (Trust).
The Trust is embodied in the Will and its two codicils. Mr. Benson is named a Trustee. Stanley D.
Rosenberg is named as Co-Trustee, but only with respect to possible distributions of principal. Renee
Benson, Mr. and Mrs. Bensons daughter, is named as Mr. Rosenbergs successor co-trustee under
Mrs. Bensons second codicil.
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On March 10, 2000, the Probate Court Number Two of Bexar County, Texas, entered a
Judgment Modifying Trust and Life Estate (the 2000 Settlement Agreement). Renee Benson is the
current permissible principal beneficiary and a remainder beneficiary of the Trust. The other
remainder beneficiaries are the Rita Mae LeBlanc Irrevocable Trust of 1991, the Ryan Joseph LeBlanc
Irrevocable Trust of 1991, and the Dawn Marie Benson Irrevocable Trust of 1991 (collectively, Zelia
Trusts). Rita LeBlanc and Ryan LeBlanc are Ms. Bensons children. Renee Bensons siblings are
both deceased. Her sister died with no descendants. Her brother died with one descendant, Dawn
Marie Benson Jones.
Generally, the assets of the Trust are substantial,1 and they include:
stock in Bensco, Inc. (Bensco), a Texas corporation whose wholly-owned subsidiaries include several automobile dealerships in and around San Antonio and New Orleans;
a substantial, controlling interest in the Lone Star Capital Bank, a commercial bank with multiple branches in San Antonio and central Texas; and
other corporate interests and real property interests.
II. THE RECEIVERSHIP
On or about January 21, 2015, Renee Benson filed her Original Petition for Removal of Trustee
and Application for Temporary Injunctive Relief in Cause No. 155-572-A, Renee Benson v. Thomas
Milton Benson, Jr., as Trustee of the Shirley L. Benson Testamentary Trust, in Probate Court Number
Two of Bexar County, Texas. In the lawsuit, she raises allegations relating to Mr. Bensons abilities to
fulfill his fiduciary duties as Trustee. Ms. Benson requests the removal of Mr. Benson as Trustee, a
temporary injunction prohibiting Mr. Benson from taking any actions relating to the assets of the Trust,
the appointment of a temporary conservator for the Trust, and an accounting of the Trust.
1 No inventory of the Trust was prepared or maintained by the Trustee, and there are inconsistencies related to the Trust
assets reflected in various documents as well as deficiencies in the recordkeeping of the Trust. These factors have made the
preparation of a current detailed inventory of the assets of the Trust difficult.
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On or about February 9, 2015, the Honorable Tom Rickhoff, Judge of Probate Court Number
Two, appointed Phil Hardberger and Art Bayern as Temporary Co-Receivers of the Trust.
Subsequently, on February 18, 2015, the Court entered an Amended Order and appointed Mr.
Hardberger and Mr. Bayern as Co-Receivers of both the Trust and the Estate. On March 2, 2015, the
Court entered a Second Amended Order Granting Injunction, Suspending Trustee, and Appointing
Limited Temporary Co-Receivers with Restrictions. A copy of the Courts Second Amended Order is
attached as Exhibit 1, and is incorporated for all purposes.
Pursuant to the Courts Second Amended Order, the Co-Receivers were charged with the
following duties:
(a) Identify and take possession of the Receivership Estate after determining the extent of co-ownership with assets held by others or other entities not before
the court, insure it against hazards and risks, and attend to its maintenance.
(b) Manage and direct the business and financial affairs of the Receivership Estate and any entity owned or controlled by the Receivership Estate
(consistent with the proportion of ownership or control held by the
Receivership Estate);
(c) With the Courts consent, retain or remove, as the Receivers deem necessary or advisable, any officer, director, independent contractor, employee or agent
of the Receivership Estate.
(d) Collect, marshal, and take custody, control, and possession of all assets traceable to the Receivership Estate in whole or in part, wherever situated,
including the income and profit therefrom and all sums of money now or
hereafter due or owing to the Receivership Estate.
(e) Collect, receive, and take possession of all goods, chattel, rights, credits, monies, effects, lands, leases, books and records, work papers, records of
account, including computer maintained information, contracts, financial
records, monies on hand in banks and other financial initiations, and other
papers of individuals, partnerships, or corporations whose interests are now
directly or indirectly held by or under the direction, possession, custody, or
control of the Receivership Estate.
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(f) With the consent of the Court, institute such actions or proceedings to impose a constructive trust, determine the assets of the Estate or Trust and then to
obtain possession of property or assets, avoid transfers or obligations, seek
damages, and/or recover judgment with respect to any assets or records that
are traceable to the Receivership Estate in whole or in part or any persons who
may have caused an injury to the Receivership Estate.
(g) Obtain, by presentation of this Order, documents, books, records, accounts, deposits, testimony, or other information within the custody or control of any
person or entity sufficient to identify accounts, properties, liabilities, and
causes of action of the Receivership Estate.
(h) Make such ordinary and necessary transfers, payments, distributions, and disbursements as the Receivers deem advisable or proper for the maintenance
or preservation of the Receivership Estate.
(i) Perform all acts necessary to conserve, hold, manage, and preserve the value of the Receivership Estate, in order to prevent any irreparable loss, damage,
and injury to the Estate.
(j) Obtain any insurance, including but not limited to errors and omissions insurance, related to the performance of the Receivers duties under this
Order, with the costs of such insurance to be paid from the Receivership
Estate.
(k) Enter into such agreements in connection with the administration of the Receivership Estate, including, but not limited to, the employment of such
managers, agents, custodians, consultants, investigators, attorneys, and
accountants as the Receivers judge necessary to perform the duties set forth in
this Order and to compensate them from the Receivership Estate. The
Receivers are specifically authorized to hire Cox Smith Matthews
Incorporated and Langley & Banack, Inc.
(l) With the Courts consent, collect and compromise demands, institute, prosecute, compromise, adjust, intervene in, or become party to such actions
or proceedings in state or federal courts that the Receivers deem necessary and
advisable to preserve the value of the Receivership Estate, or that the
Receivers deem necessary and advisable to carry out the Receivers' mandate
under this Order and any subsequent order and likewise to defend,
compromise, or adjust or otherwise dispose of any or all actions or
proceedings instituted against the Receivership Estate that the Receivers deem
necessary and advisable to carry out the Receivers' mandate under this Order
and any subsequent order.
The Co-Receivers performed work to identify, take control of, manage, and conserve all assets
of the Trust and Estate consistent with the Second Amended Order.
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III. THE RECEIVERS WORK
The following is a summary of the principal categories of work that the Co-Receivers and
their attorneys have performed:
Gathered and secured important paper and electronic records of the Estate and Trust;
On a weekly and sometimes daily basis, answered local and national media questions
and gave interviews to numerous reporters;
Inspected the Blanco County Ranch and met with the Ranch managers to ensure the
care and upkeep of the property and livestock;
Inspected Uptown Blanco and met with the property manager to gather information
regarding its revenues, expenses, and future operations;
Interviewed four accounting and consulting firms, and engaged Padgett Stratemann &
Co. to provide accounting services to the Co-Receivers;
Attended several in person and telephonic meetings with the attorneys for Tom Benson,
Renee Benson, and Bobby Rosenthal to gather information and records concerning all
of the property and business entities that fall within the Estate;
Met with Tom Roddy, Chairman of Lone Star Capital Bank, and performed due
diligence regarding the Banks governance, financial condition, capital requirements,
and regulatory compliance;
Met with Rick Hood, General Manager, Mercedes Benz, San Antonio, and Richard
Stagg, employed by Tom Benson, as representatives of the Benson car dealerships in
San Antonio to assess their operations;
Attended board meetings of Lone Star Capital Bank to keep informed of material issues,
compliance with the Banks strategic plan, and the financial condition of the Bank and
to confirm the Banks governance and regulatory compliance;
Collected and deposited checks received by the Estate and Trust;
Analyzed Mr. Bensons transfer of $25 million from Lone Star Capital Bank to Frost
Bank, and transferred $4.76 million back to Lone Star Capital Bank;
Reviewed and paid property tax bills and other expenses of the Estate;
Reviewed and analyzed the Will and subsequent documents affecting the Estates
ownership of various assets;
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Applied for and obtained surety bonds to comply with the Courts Order for proper
qualification to serve as Co-Receivers;
Reviewed corporate records and analyzed issues concerning the stock in Bensco to
determine ownership and rights of control as between the Estate and the Zelia Trusts;
Reviewed corporate minutes and merger documents related to Benson Jeep/Eagle;
Reviewed corporate records of Bensco and related entities concerning resolutions that
removed and appointed different officers;
Reviewed corporate records of Benson AMC/Jeep Company, Inc. related to the initial
stock issuance; and
Analyzed real property records and probate records to determine the Estates ownership
of the parcels that comprise the Blanco County Ranch.
IV. ASSETS OF THE ESTATE/TRUST
After working diligently over a seven-week period, the Co-Receivers have acquired a basic
understanding of the assets and liabilities of the Estate/Trust. However, significant questions remain
unresolved. These include questions concerning the ownership of certain assets, the validity and
amounts of certain liabilities, and whether proper accounting procedures have been followed.
Unfortunately, Mr. Bensons attorneys deliberately prevented the Co-Receivers from obtaining
information that was needed to resolve issues related to various liabilities and to prepare a complete
and detailed inventory for the Estate/Trust.
As a starting point, the Co-Receivers obtained information indicating that, as of June 19, 2014,
the Estate/Trust owned the following:
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The Co-Receivers requested additional information from counsel for Mr. Benson, Renee
Benson, and Bobby Rosenthal (the Trustee of the Zelia Trusts) concerning the assets and liabilities of
the Estate and the Trust. Their responses to that request are attached as Exhibits 2, 3 and 4.
A. The Controlling Share of Bensco, Inc. Stock
A review of the asset list of the Estate as of June 19, 2014, and the correspondence concerning
the assets of the Estate and the Trust, revealed significant uncertainty concerning the ownership of the
controlling share of Bensco, Inc. (Bensco), which owns the Benson car dealerships.2 The records
relevant to ownership of the controlling share of Bensco reflect as follows:
2 The ownership of a controlling share in Bensco gives the majority shareholder a significant influence in the business
operations and strategic direction of the company because that controlling share allows the owner to prevail in almost any
decision concerning the operations of Bensco. Specifically, the Bylaws of Bensco state that the holders of a majority of the
shares of Bensco have the power to decide any question brought before the shareholders at any meeting, including election
and removal of the directors of the corporation. (See Restated Bylaws sections 2.08, 2.09 and 3.02).
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Exhibit
No.
Date Document Relevance
5 08/06/1980 Unanimous Consent of Shareholders of
Benson AMC/Jeep Company, Inc.
(Benson AMC/Jeep)
Identifies Mr. Benson and Tom Benson
Customer Service, Inc. (Benson
Customer Service) as Initial
Shareholders
6 08/06/1980 Certificate to Unanimous Consent of
Shareholders of Benson AMC/Jeep
Certifies that Mr. Benson and Benson
Customer Service are only shareholders
of Benson AMC/Jeep and hold 100% of
voting power therein
7 08/30/1980 Unanimous Consent of Shareholders of
Benson AMC/Jeep
Authorizes issuance of shares of
Common Stock to Mr. Benson (20
shares) and Benson Customer Service
(80 shares)
8 08/30/1980 Stock Certificate Certificate indicating Mr. Benson as
holder of 20 shares of Benson
AMC/Jeep
9 09/24/1980 Articles of Incorporation of Benson
AMC/Jeep
Date of Formation
10 11/24/1980 Death Certificate of Mrs. Benson Date of Mrs. Bensons death
11 06/30/1989 Amendment of Articles of Incorporation
of Benson AMC/Jeep by Consent of
Shareholder
Name change from Benson AMC/Jeep
to Benson Jeep-Eagle Company, Inc.
Tom Benson identified as sole
shareholder
12 06/30/1989 Minutes of the Special Meeting of
Directors and Shareholder of Benson
AMC/Jeep Company
Mr. Benson is identified as sole
shareholder
13 05/01/1990 Cancellation of Shares / Stock Certificate Cancellation of Mr. Bensons 20 shares
of Benson AMC/Jeep Certificate
indicating Mr. Benson as holder of 20
shares of Benson Jeep-Eagle Company,
Inc. (Benson Jeep-Eagle)
14 07/31/1996 Organizational Chart Identifying Mr. Benson and the Estate
of Shirley Benson as undivided
interest owners of minority shares of
Benson Jeep-Eagle; initialed by Mr.
Benson
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15 07/21/1997 Certificates of Merger; Agreement and
Plan Merging Benson Jeep-Eagle into
Benson Motors Corporation
20 shares of Benson Jeep-Eagle owned
by Mr. Benson converted into 1 share of
Benson Motors Corporation
16 07/21/1997 Unanimous Written Consent of the
Board of Directors to Adoption of
Resolutions of Benson Motors
Corporation
Approves Plan of Merger between
Benson Motors Corporation and Benson
Jeep-Eagle; reflects that Mr. Benson
owns 20 shares of Benson Jeep-Eagle;
authorizes issuance of 1 share of
Benson Motors Corporation to Mr.
Benson; signed by Directors of Benson
Motors Corporation, including Ms.
Benson
17 07/21/1997 Articles of Amendment to the Articles of
Incorporation of Benson Motors
Corporation
Name changed to Bensco, Inc.
Number of shares of outstanding stock
is 1,650,001
18 07/22/1997 Unanimous Written Consent of the
Shareholders to Adoption of Resolutions
of Benson Motors Corporation.
Identifying Mr. Benson and the Estate
as sole shareholders of Benson Motors
Corporation
Based on these facts, upon Mrs. Bensons death on November 24, 1980, the Estate included,
among other assets, 50% of the shares of Bensco (previously named Benson Motors Corporation)
(825,000 shares). The remaining 50% (825,000 shares) were owned individually by her surviving
husband, Mr. Benson. The Estates shares were placed into the Testamentary Trust, where they
remain. In 1997, an additional share in Bensco (1997 Share) was purportedly issued to Mr. Benson
in exchange for 20 shares of common stock, no par value, of Benson Jeep-Eagle. Mr. Benson contends
that, as a result, he owned 825,001 shares (approximately 50.0001%), and the Trust owned 825,000
(approximately 49.9999%). However, Mr. Benson did not own all of the 20 shares of Benson Jeep-
Eagle and therefore did not acquire the full 1997 Share.
Benson AMC Jeep-Eagle was formed in 1980, prior to Mrs. Bensons death. All of the shares
of that company were owned by Benson Customer Service, except for 20 shares that were placed in the
name of Mr. Benson. Those 20 shares are presumed to be community property because they were
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acquired during Mr. Bensons marriage to Mrs. Benson. Upon Mrs. Bensons death, Mr. Benson
owned 50% of the Benson Jeep-Eagle shares individually (10 shares) and the remaining 50% (10
shares) were owned by the Trust.
In May 1990, Benson Customer Service merged into Benson Motors Corporation and new
Benson Jeep-Eagle certificates were issued, including 20 shares reissued to Mr. Benson. Ten of those
shares, however, represented Mrs. Bensons community interest and were owned by the Trust. In
1997, when Benson Jeep-Eagle merged into Bensco, Mr. Benson received an additional share in
Bensco in exchange for the 20 shares of Benson Jeep-Eagle held in his name. But, as just explained,
Mr. Benson owned only 10 of those shares individually, the other 10 shares being owned by the Trust.
As a result, the 1997 Share received in exchange for the 20 Benson Jeep-Eagle shares was owned 50%
by Mr. Benson and 50% by the Trust.
Mr. Benson asserts that he acquired the 1997 Share of Bensco in exchange for 20 shares of
Benson Jeep-Eagle. But Mr. Benson owned only 10 of those shares; the Trust owned the remaining 10
shares. After Mr. Bensons 2009 conveyance of all of his interest in Bensco to the 2009 Trusts, the
1997 Share was owned 50% by the 2009 Trusts and 50% by the Testamentary Trust. The shares of
Bensco, Inc. are therefore currently owned as follows: the Testamentary Trust owns 825,000 shares
plus a 1/2 interest in the 1997 Share, and either Mr. Benson or the 2009 Trusts own the other 825,000
shares plus a 1/2 interest in the 1997 Share.
In the alternative, because Mr. Benson did not wholly own the shares he used as consideration
for the 1997 Share, that additional share was not validly issued. In that event, the Trust owns 825,000
shares of Bensco and either Mr. Benson or the 2009 Trusts owns an equal 825,000 shares. In any of
these circumstances, the Testamentary Trust is an equal co-owner of Bensco.
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B. Summary of the Assets of the Estate/Trust
Based on the information provided to the Co-Receivers, the representations of Mr. Benson and
Renee Benson through their counsel, and the work that the Co-Receivers have performed to date, the
Co-Receivers provide the following inventory of the assets of the Estate/Trust:
I. Real Property
A. 106 Sena Drive, Metairie, Louisiana
B. 127, 129 and 131-133 Elmeer Avenue, Metairie, Louisiana
C. The Lake Tahoe House at 159 Granite Springs Drive, Stateline, Nevada
D. 136.151 or 179.314 acres in Blanco County, Texas3
E. Undivided interest in the real property located at 9100, 9400 and 9600 San
Pedro, San Antonio, Texas
F. A contingent interest in the proceeds of the sale of 1,561.319 acres in Blanco
County, Texas4
II. Business Interests
A. 985,479 shares of Lone Star Capital Bank, a National Association
B. 825,000 shares of Bensco, Inc., a Texas Corporation which owns and operates
various automobile dealerships in San Antonio, TX and New Orleans, LA,
through 100% ownership of Bensco of Texas, LLC, Bensco of Louisiana, LA,
Tom Benson Chevrolet Co., Inc., Benson Motor Company of SA, Inc., Best
Chevrolet, Inc., Benson Motor Company Mercedes Benz, Tom Benson Imports,
Benson Farm & Ranch, Inc., Benson Vehicle Company
C. An undivided interest in an additional share of Bensco, Inc.
D. 99% interest in Uptown Blanco, Ltd.
III. Bank Accounts
A. Frost Bank Account No. F5081100 held in trust for Dawn Marie Benson Jones:
$3,059,927.01
B. Lone Star Bank Money Market Account No. 7007008: $4,765,404.18
3 The attorneys for Mr. Benson and the Records of Blanco County reflect that the Estate owns 179.314 acres, while the
attorneys for Renee Benson assert that the Estate owns 136.151 acres. See Exhibits 2 and 3.
4 According to counsel for Mr. Benson, in the Will, Mrs. Benson granted a life estate to Mr. Benson in her undivided
interest in the Old Blanco County Ranch (the 1,561.318 acres owned by Mr. and Mrs. Benson at the time of her death).
In March of 2000, the beneficiaries of the Trust entered into an agreement that provided that Mr. Bensons life estate in
Mrs. Bensons undivided interest in the Old Blanco County Ranch is removed from the Trust. According to Mrs.
Bensons Will, Mr. Benson has the right to sell the Old Blanco County Ranch. However, the beneficiaries agreed that if
Mr. Benson chooses to sell the Ranch, the proceeds from the sale of that portion of the ranch would be placed in the Trust
and would be handled pursuant to the 2000 Agreement.
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C. Lone Star Bank Operating Account No. 7007982: $309,125.29
V. LIABILITIES OF THE ESTATE/TRUST
A. The Benson Football Note
On or about August 29, 2012, the Estate, acting by and through Mr. Benson as the Estates
Executor (the Executor), promised to pay Benson Football, LLC (Benson Football) the sum of
$8,999,888.92. A copy of the Promissory Note is attached as Exhibit 19. The proceeds from the
Promissory Note were used by the Estate to fund the consideration for the merger of Cattlemans Bank
with and into Lone Star Capital Bank.
Pursuant to the Promissory Note, the Estate was required to pay annual installments of interest
only commencing on August 29, 2013, and continuing thereafter on the 29th
day of each August
thereafter prior to July 31, 2021. Based on the review of the records of the Estate and Trust, the Co-
Receivers have determined that Mr. Benson, as the Executor of the Estate and Trustee of the Trust, it
does not appear that the Estate paid amounts due to Benson Football on August 29, 2013
($103,498.71), and August 29, 2014 ($103,498.71). As a result, $206,997.42 is due and owing to
Benson Football.
On March 16, 2015, the Co-Receivers filed a Motion for Authority to Pay Note, seeking
court-approval to pay these amounts to Benson Football. Mr. Benson filed a response stating that he is
not opposed to the Motion. The Motion currently remains pending without a ruling.
B. Account Payable Tom Benson
Currently, the Trusts financial statements reflect an account titled A/P Tom Benson with a
balance of $17,702,258.96. This indebtedness is not evidenced by any written promissory notes. As a
result, the Co-Receivers asked their accountants, Padgett-Stratemann, to analyze this account.
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Padgett-Stratemann reviewed the books and records of the Estate and Trust and issued a
preliminary report. Padgett-Stratemanns review of the QuickBooks of the Estate and Trust found
transaction activity in A/P Tom Benson from 12/31/1997, the inception of transactions recorded to
this liability account, through 12/31/2014. From their review of this transaction history from
12/31/1997 to 12/31/29014, Padgett Stratemann noted the following:
A total of 385 transactions involved this account;
Of the 385 transactions, 342 (almost 90%) were entered into the Trusts QuickBooks
accounting system as journal entries either directed by Mr. Benson, Tom Roddy or Joe Feuge
(Mr. Bensons accountant); and
In addition to Mr. Benson, other entities are named in the journal entries as being involved in
transactions that increased the account payable to Mr. Benson, including Bensco of LA, Bensco
of TX and Benson Properties.
Based on the available information, Padgett Stratemann found that the journal entry
descriptions appear to indicate that Bensco of LA and Bensco of TX provided Uptown Blanco, Ltd.
(Uptown Blanco) with cash advances, which then somehow resulted in the Trust recording that
amount as payable from the Trust to Tom Benson. These transactions did not involve or otherwise
flow through the Trusts bank accounts, yet they were recorded in the books as increasing the Trusts
liability (account payable) to Tom Benson. Regardless of whether the cash advance to Uptown
Blanco was provided by Mr. Benson, Bensco of LA or Bensco of TX, the books reflect an increase in
the Trusts account payable to Mr. Benson.
The Co-Receivers sought to meet with Joe Feuge, Mr. Bensons accountant, to gather
information regarding the account payable balance owed to Mr. Benson, but Mr. Bensons attorneys
refused to allow the meeting. As a result, it is not clear at this time whether some or all of the
$17,702,258.96 account payable balance is a bona fide debt owed to Mr. Benson. It appears that the
$17,702,258.96 A/P Tom Benson account balance was established in the Trusts accounting
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system primarily through journal entries that created a payable to Mr. Benson without the Trust
actually receiving cash, while serving as an accounting conduit between Mr. Benson, Bensco of LA,
Bensco of TX and Uptown Blanco, LTD.
C. Reimbursement Sought By Renee Benson
Renee Benson has requested reimbursement for the payment of insurance and property taxes
for Uptown Blanco, claiming that the Trust owes her a total of $108,321.38. Based on the available
information, Padgett Stratemann found as follows:
(1) Uptown Blanco paid its commercial insurance renewal and 2014 property taxes from its bank accounts.
(2) Renee Benson claims that she personally paid the amounts for the insurance and
property taxes.
(3) Mary Polensky, the bookkeeper for the Estate and Trust, prepared a memorandum with
attached insurance and property tax information, and sent them to Renee Benson.
(4) Trust accounting entry #428 indicate that the Trust may have already advanced amounts
to Renee Benson and Uptown Blanco for the two checks through advances made
directly to Uptown Blanco by Mr. Benson or a related entity, such as Bensco of TX or
Bensco of LA.
(5) Trust entry #428 increased A/P Tom Benson indicating this account was credited
with the advancing funds directly to Renee Benson and Uptown Blanco for
reimbursement of the two checks.
(6) Actual cash advance transactions described in entry #428 and Ms. Polenskys
memorandum did not involve the use of Trust bank accounts.
(7) Ms. Polensky indicated in a hand-written note that Trust entry #428 will need to be
voided.
Padgett Stratemann reviewed the Trusts bank account transactions, and did not find a cash
deposit made into the Trusts bank account for $108,396.68 from Mr. Benson or a related entity.
Likewise, Padgett Stratemann did not find a check disbursement from the Trust to Uptown Blanco for
the same or similar amount.
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At this time Padgett Stratemann does not have supporting documentation sufficient to
determine if Renee Benson and Uptown Blanco were given a cash advance to cover the amounts of the
two checks, or if Mr. Benson advanced those amounts. In addition, Padgett Stratemann was not able to
discuss these transactions with Mr. Feuge. Therefore, Padgett Stratemann could not determine if
Renee Benson is entitled to reimbursement of $108,321.38.
VI. CONCLUSION
The Co-Receivers have worked diligently and faithfully to perform their duties to the Court
under its orders. A schedule of the Inventory that has been prepared by the Co-Receivers is attached as
Exhibit 20.
This suit has ensnarled an honorable family, and replaced love and affection with distrust and
tears. There are many victims. This lawsuit may provide clarity. But it will not bring tranquility.
Courtrooms are not the ideal venue for happiness. The typical result of litigation is a deepening of the
wound. A peaceful resolution of this family matter is greatly desired by the Co-Receivers.
Our assigned task, though, was to identify, determine, take control of, manage, and conserve
the assets of the Estate/Trust, and to ferret out issues that need resolving by the Court. We have done
this with our Report. The Co-Receivers want to thank both sides of the litigation, who have mostly
been open and helpful in our tasks. We recently had a disagreement on the Co-Receivers desire to
meet with Mr. Feuge, Mr. Bensons accountant, but that has been the exception. Generally speaking,
we have been assisted by the able lawyers on both sides.
Occasionally, we have raised questions concerning Mr. Bensons actions. But we also
acknowledge the remarkable generosity of Mr. Benson to his family in the past. It is not particularly
surprising that mistakes could be made considering the multiplicity of trusts, settlements, corporations,
and other business entities involved in this Estate. The tangle of legal instruments through the years
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dealing with this vast wealth could give a legal scholar headaches. As officers of the Court, we are
neutral, do not advance the positions of the parties, and we have impartially reported the facts and our
findings in this Report, based on all available information and our work to date.
Dated: March 25, 2015 /s/ Phil Hardberger
Phil Hardberger, Co-Receiver
/s/ Art Bayern
Art Bayern, Co-Receiver
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Respectfully submitted,
COX SMITH MATTHEWS INCORPORATED
112 E. Pecan Street, Suite 1800
San Antonio, Texas 78205
210-554-5269
210-226-8395 FAX
By: /s/ Mark J. Barrera
C. David Kinder
State Bar No. 11432550
dkinder@coxsmith.com
Mark J. Barrera
State Bar No. 24050258
mbarrera@coxsmith.com
Ellen B. Mitchell
State Bar No. 14208875
emitchell@coxsmith.com
Attorneys for Co-Receiver Phil Hardberger
And
LANGLEY & BANACK, INC.
745 East Mulberry Avenue, Suite 900
San Antonio, Texas 78212
Telephone: (210) 736-6600
Facsimile: (210) 735-6889
By: /s/ Steve Brook
Steven R. Brook
State Bar No. 03042300
sbrook@langleybanack.com
Joyce W. Moore
State Bar No. 14357400
jwmoore@langleybanack.com
Attorneys for Co-Receiver Arthur Bayern
Case 5:15-cv-00202-DAE Document 6 Filed 03/25/15 Page 17 of 19
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18
CERTIFICATE OF SERVICE
I hereby certify that on this 25th day of March, 2015, a true and correct copy of the foregoing
document has been served electronically via the Courts CM-ECF system on all persons who are
registered to receive notices of filings in this action and, in addition, this document was served on the
following persons via email:
Bennett L. Stahl
CURL STAHL GEIS, P.C.
One Riverwalk Place
700 North St. Marys Street, Suite 1800
San Antonio, Texas 78205
blstahl@csg-law.com
Attorney for Petitioner Renee Benson
Emily Harrison Liljenwall
SCHOENBAUM, CURPHY & SCANLAN, P.C.
112 East Pecan Street, Suite 3000
San Antonio, Texas 78205
eliljenwall@scs-law.com
Attorney for Petitioner Renee Benson
David J. Beck
Russell S. Post
Troy R. Ford
Owen J. McGovern
BECK REDDEN, LLP
1221 McKinney Street, Suite 4500
Houston, Texas 77010
dbeck@beckredden.com
rpost@bcckredden.com
tford@beckredden.com
omcgovern@beckredden.com
Attorneys for Thomas Milton Benson, Jr. as Trustee of the Shirley L. Benson Testamentary
Trust
Case 5:15-cv-00202-DAE Document 6 Filed 03/25/15 Page 18 of 19
mailto:blstahl@csg-law.commailto:eliljenwall@scs-law.commailto:dbeck@beckredden.commailto:rpost@bcckredden.commailto:tford@beckredden.commailto:omcgovern@beckredden.com
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19
Phillip A. Wittmann
Matthew S. Almon
James C. Gulotta, Jr.
STONE PIGMAN WALTHER WITTMAN, L.L.C.
546 Carondelet Street
New Orleans, LA 70130-3588
pwittmann@stonepigman.com
malmon@stonepigman.com
jgulotta@stonepigman.com
Attorneys for Thomas Milton Benson, Jr. as Trustee of the Shirley L. Benson Testamentary
Trust
/s/ Mark J. Barrera
Case 5:15-cv-00202-DAE Document 6 Filed 03/25/15 Page 19 of 19
mailto:pwittmann@stonepigman.commailto:malmon@stonepigman.commailto:jgulotta@stonepigman.com
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