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DISTRICT COURT, COUNTY OF SAGUACHE
STATE OF COLORADO
501 4th St DATE FILED: July 16, 2024 9:21 PM
Saguache, Colorado 81149 FILING ID: CD09B97C4791A
Phone Number: 719-655-2522 CASE▲ NUMBER:
COURT2024CV30019
USE ONLY ▲
PLAINTIFF:
Case Number:
SAVENT FINANCIAL, LLC, a Wyoming limited liability
company Division:
v. Courtroom:
DEFENDANTS:
HIGH LAND HOLDINGS, LLC, a Colorado limited liability
company; REVEL CULTIVARS, LLC, a Colorado limited
liability company.
Attorney for Plaintiff Savent Financial, LLC
Keenan M. Jones, No. 45417
FRANTZ WARD LLP
200 Public Square, Suite 3000
Cleveland, OH 44114
(216) 515-1660
(216) 515-1650 (fax)
kjones@frantzward.com
EMERGENCY MOTION FOR EX PARTE APPOINTMENT OF RECEIVER
COMES NOW Savent Financial, LLC (“Savent”), pursuant to C.R.C.P. 66, respectfully
submits this Emergency Motion for Ex Parte Appointment of Receiver (the “Motion”), and states
as follows:
INTRODUCTION
Defendants High Land Holdings, LLC (“High Land”) and Revel Cultivars, LLC (“Revel,”
together with High Land, “Defendants”) have defaulted on a loan made by Savent. Savent secured
its loan, by way of a Loan Agreement, Security Agreement, Promissory Note, Deed of Trust,
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Assignment of Rents and Leases, and UCC Financing Statements, with real property, equipment,
and intangible property used, possessed, or owed by Defendants. The loan documents and
Colorado law give Savent the right and authority to take possession of and foreclose the collateral.
Savent respectfully requests the Court appoint a receiver to take possession of the collateral.
FACTUAL BACKGROUND
1. Managing Member John Konop provides a sworn declaration, attached hereto as
Exhibit 1, in support of the following facts.
2. Savent and Defendants executed a Loan Agreement on January 28, 2022 (the
“Agreement,” attached to Exhibit 1 as Exhibit A), wherein Savent loaned $1.62 million to
Defendants in exchange for monthly payments of accrued but unpaid interest of $21,600.00,
starting on February 15, 2022, with a final payment of all unpaid principal and accrued but unpaid
interest on January 15, 2024. Defendants also executed a promissory note in accordance with the
Agreement (the “Note,” attached to Exhibit 1 as Exhibit B).
3. To secure the loan, Defendants executed a Security Agreement (the “Security
Agreement,” attached to Exhibit 1 as Exhibit C) for personal property identified therein (the
“Personal Property”), and High Land executed a deed of trust (the “DOT,” attached to Exhibit 1
as Exhibit D) for real property located at 713 Mayor Patricia Reigal Blvd, Moffat, CO 81143 (the
“Real Property,” together with the Personal Property, the “Collateral”) in Savent’s favor.
4. Pursuant to the Agreement, Security Agreement, and DOT, in the event of
Defendants’ default, Savent is entitled to the ex parte appointment of a receiver over the Collateral.
(Exhibit 1-A, pp15-16, ¶ 9(b)(3); Exhibit 1-C, pp4-5; Exhibit 1-D, ¶ 20, lines 184–188).
5. To perfect its security interest in the Personal Property, Savent properly filed UCC
Financing Statements listing High Land and Revel as the debtors (the “Financing Statements,”
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attached to Exhibit 1 as Exhibit E). The Financing Statements included Defendants’ intangible
property. For purposes of this Motion, “Collateral” includes the collateral listed in the Financing
Statements.
6. Revel is a regulated marijuana business, authorized by the Colorado Department of
Revenue, Marijuana Enforcement Division (the “MED”) to cultivate retail marijuana. The
Collateral includes assets regulated by the MED, e.g. regulated marijuana business license and
inventory. (Exhibit 1, ¶ 8).
7. As part of the loan package, Savent and High Land entered an Assignment of Rents
and Leases (the “Assignment,” attached to Exhibit 1 as Exhibit F). The Assignment authorizes a
court-appointed receiver to take possession of and manage and operate the Real Estate upon
Defendant’s default under the Agreement. (Exhibit 1-F, pp3-4, ¶ 11).
8. Defendants made monthly payments of $21,600 to Savent from February to
September 2022 but failed to make further payments owed under the Agreement. (Exhibit 1, ¶ 10).
9. On January 18, 2023, Defendants executed an Abatement Agreement (the
“Abatement Agreement,” attached to Exhibit 1 as Exhibit G). Under the terms of the Abatement
Agreement, Savent agreed to abate Borrowers’ obligations from October 1, 2022, to May 15, 2023,
and Borrowers agreed to pay $21,600 per month beginning on May 15, 2023. (Exhibit 1-G, p1, ¶¶
1-2).
10. Defendants made monthly payments of $21,600 to Savent from November 2023 to
January 2024 but failed to make further payments owed under the Agreement or Abatement
Agreement. (Exhibit 1, ¶ 12).
11. The Abatement Agreement was contingent on Cultiv8 Colorado LLC (“Cultiv8”)
obtaining a controlling interest in Defendants. (Id. at ¶ 13).
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12. Based on MED records, Cultiv8 did not obtain a controlling interest in Defendants.
(Id. at ¶ 14).
13. Per the Agreement, Defendants were obligated to pay Savent all amounts owed
under the Agreement on or before January 15, 2024. (Id. at ¶ 15).
14. Defendants failed to pay Savent all amounts owed under the Agreement on or
before January 15, 2024. (Id. at ¶ 16).
15. Per the Agreement, Defendants were obligated to maintain insurance on the Real
Property and Borrowers’ business. (Id. at ¶ 17).
16. Defendants have failed to maintain insurance on the Real Estate and Borrowers’
business. (Id. at ¶ 18).
17. Savent now seeks to exercise its rights and remedies under the Agreement, Security
Agreement, DOT, and Colorado law by requesting this Court appoint a receiver, ex parte, over the
Real Property and Collateral to facilitate their disposition.
ARGUMENT
Colorado courts routinely appoint receivers ex parte when the text of a written instrument
provides such authority. See Denver Motor Hotel Co. v. National Mortgage & Discount Corp.,
292 P. 1108, 1109 (Colo. 1930) (holding that plaintiff’s default was sufficient to authorize
receiver’s appointment under a deed of trust permitting receiver appointment in the event of any
default); Schwab v. Martin, 441 P.2d 17, 19 (Colo. 1968) (upholding receiver appointment under
deed of trust terms); Phillips v. Webster, 426 P.2d 774, 776-77 (Colo. 1967) (holding mortgagees
were entitled to receiver appointment of receiver under deed of trust provisions and C.R.S. § 118-
9-12 (1953))1; Bank of Am. Natl. Trust & Savs. Assn. v. Denver Hotel Assn. Ltd. Partnership, 830
1
C.R.S. § 118-9-12 (1953) is now C.R.S. § 38-38-601(1).
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P.2d 1138, 1140 (Colo. App. 1992) (“Here, the deed of trust provided that the Bank was entitled
to the appointment of a receiver in the event of default without regard to the adequacy or value of
the property or the solvency of any party bound for its payment. Accordingly, the trial court did
not abuse its discretion.”).
Here, the Agreement expressly provides that Savent is entitled to the appointment of a
receiver ex parte when there has been an event of default:
Upon an Event of Default, Lender shall, as a matter of right, without notice
and without giving bond to Borrower or anyone claiming by, under, or
through Borrower, and without regard for the solvency or insolvency of
Borrower or the then value of the Collateral, to the extent permitted by
applicable law, be entitled to have a receiver appointed ex parte for all or any
part of the Collateral and the proceeds, issues, and profits thereof, with the rights
and powers referenced below and such other rights and powers as the court making
such appointment shall confer, and Borrower hereby consents to the appointment
of such receiver and shall not oppose any such appointment or require Lender to
post a bond in order to secure such appointment. Such receiver shall have all powers
and duties prescribed by law and as set forth in the Security Agreement and
Assignment of Rents and Leases of even date herewith, all other powers which are
necessary or usual in such cases for the protection, possession, control,
management, and operation of the Collateral, and such rights and powers as Lender
would have, upon entering and taking possession of the Collateral. Any Receiver
appointed to operate a Regulated Marijuana Business (as such term is defined by
C.R.S. § 44-10-101, et seq., and rules promulgated thereunder), sell marijuana
business licenses, or liquidate Regulated Marijuana (as such term is defined by
C.R.S. § 44-10-101, et seq., and rules promulgated thereunder) products will
comply with the rules of the MED in marshalling or disposing of any Collateral that
is regulated by the MED.
(Exhibit 1, pp15-16, ¶ 9(b)(3) (emphasis supplied)). The Security Agreement contains similar
language. (Exhibit 3, pp4-5). The DOT also grants Savent the right to have a receiver appointed:
Lender or the holder of the Trustee’s certificate of purchase shall be entitled to a
receiver for the Property after Acceleration under § 18 . . . and shall also be
entitled during the time covered by foreclosure proceedings and the period of
redemption, if any; and shall be entitled thereto as a matter of right without regard
to solvency or insolvency of Borrower or of then owner of the Property, and without
regard to the value thereof. Such receiver may be appointed by any Court of
competent jurisdiction upon ex parte application and without notice; notice
being hereby expressly waived.
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(Exhibit 3, ¶ 20, lines 184–188 (emphasis supplied)). Per the promissory note executed by
Defendants, Defendants’ final payment was due January 15, 2024. Accordingly, all amounts owed
under the Note and Agreement are presently due and owing. Based on Mr. Konop’s declaration,
as well as the language of the Agreement, Security Agreement, and DOT, Savent has established
a prima facie right to the Collateral. See C.R.C.P. 66(a)(1).
Moreover, the Collateral is “in danger of being lost, removed beyond the jurisdiction or the
court, or materially injured or impaired.” See id. Defendants have a history of default under the
Agreement, (see Exhibit 1, ¶¶ 10, 12), and it is unknown who actually controls the Defendants at
this time. (See id. at ¶¶ 13-14). Most importantly, Defendants have failed to maintain insurance on
the Collateral. (Id. at ¶ 18). The Collateral is, thus, in danger of being lost or materially injured or
impaired. See C.R.C.P. 66(a)(1); see also Wellman Sav. Bank v. Roth, 432 N.W.2d 697, 699 (Iowa
Ct. App. 1988).
For all of these reasons, therefore, this Court’s ex parte appointment of a receiver over the
Collateral is appropriate.
PROPOSED RECEIVER RESOLUTE COMMERCIAL SERVICES
BY AND THROUGH NICOLE MANOS
Savent requests the Court appoint Resolute Commercial Services by and through Nicole
Manos as the receiver in this matter to take possession and control of the Collateral. Ms. Manos’s
CV is attached hereto as Exhibit 2. Ms. Manos has extensive experience serving as a court-
appointed receiver. Ms. Manos’s employer Resolute Commercial Services is already licensed by
the MED, so Ms. Manos is qualified to act as a receiver in this case, including accessing and
maintaining the Real Property and taking control of and maintaining the Personal Property. If the
Court believes a bond is necessary, Savent requests that a bond in the amount of $10,000 be
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required as security for the faithful performance of the receiver. Savent requests the receiver have
such authority and powers as set forth in the proposed Order Appointing Receiver, filed
concurrently herewith, which encapsulates the powers of a receiver and Savent’s rights under the
Agreement, Security Agreement, DOT, and Assignment.
CONCLUSION
Defendants have breached the Agreement. Under the plain terms of the Agreement,
Security Agreement, and DOT, Savent is entitled to a receiver over the Collateral, particularly
because the Collateral is at risk of being lost, injured, or impaired. Accordingly, Savent requests
this Court appoint solute Commercial Services by and through Nicole Manos as receiver over the
Collateral.
DATED this 16th day of July, 2024.
Frantz Ward, LLP
/s/ Keenan M. Jones
Keenan M. Jones
Attorney for Plaintiff
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DISTRICT COURT, COUNTY OF SAGUACHE STATE OF COLORADO 501 4th St DATE FILED: July 16, 2024 9:21 PM Saguache, Colorado 81149 FILING ID: CD09B97C4791A Phone Number: 719-655-2522 CASE▲ NUMBER: COURT2024CV30019 USE ONLY ▲ PLAINTIFF: Case Number: SAVENT FINANCIAL, LLC, a Wyoming limited liability company Division: v. Courtroom: DEFENDANTS: HIGH LAND HOLDINGS, LLC, a Colorado limited liability company; REVEL CULTIVARS, LLC, a Colorado limited liability company. Attorney for Plaintiff Savent Financial, LLC Keenan M. Jones, No. 45417 FRANTZ WARD LLP 200 Public Square, Suite 3000 Cleveland, OH 44114 (216) 515-1660 (216) 515-1650 (fax) kjones@frantzward.com EMERGENCY MOTION FOR EX PARTE APPOINTMENT OF RECEIVER COMES NOW Savent Financial, LLC (“Savent”), pursuant to C.R.C.P. 66, respectfully submits this Emergency Motion for Ex Parte Appointment of Receiver (the “Motion”), and states as follows: INTRODUCTION Defendants High Land Holdings, LLC (“High Land”) and Revel Cultivars, LLC (“Revel,” together with High Land, “Defendants”) have defaulted on a loan made by Savent. Savent secured its loan, by way of a Loan Agreement, Security Agreement, Promissory Note, Deed of Trust, 1 4864-5965-3839, v. 4 Assignment of Rents and Leases, and UCC Financing Statements, with real property, equipment, and intangible property used, possessed, or owed by Defendants. The loan documents and Colorado law give Savent the right and authority to take possession of and foreclose the collateral. Savent respectfully requests the Court appoint a receiver to take possession of the collateral. FACTUAL BACKGROUND 1. Managing Member John Konop provides a sworn declaration, attached hereto as Exhibit 1, in support of the following facts. 2. Savent and Defendants executed a Loan Agreement on January 28, 2022 (the “Agreement,” attached to Exhibit 1 as Exhibit A), wherein Savent loaned $1.62 million to Defendants in exchange for monthly payments of accrued but unpaid interest of $21,600.00, starting on February 15, 2022, with a final payment of all unpaid principal and accrued but unpaid interest on January 15, 2024. Defendants also executed a promissory note in accordance with the Agreement (the “Note,” attached to Exhibit 1 as Exhibit B). 3. To secure the loan, Defendants executed a Security Agreement (the “Security Agreement,” attached to Exhibit 1 as Exhibit C) for personal property identified therein (the “Personal Property”), and High Land executed a deed of trust (the “DOT,” attached to Exhibit 1 as Exhibit D) for real property located at 713 Mayor Patricia Reigal Blvd, Moffat, CO 81143 (the “Real Property,” together with the Personal Property, the “Collateral”) in Savent’s favor. 4. Pursuant to the Agreement, Security Agreement, and DOT, in the event of Defendants’ default, Savent is entitled to the ex parte appointment of a receiver over the Collateral. (Exhibit 1-A, pp15-16, ¶ 9(b)(3); Exhibit 1-C, pp4-5; Exhibit 1-D, ¶ 20, lines 184–188). 5. To perfect its security interest in the Personal Property, Savent properly filed UCC Financing Statements listing High Land and Revel as the debtors (the “Financing Statements,” 2 4864-5965-3839, v. 4 attached to Exhibit 1 as Exhibit E). The Financing Statements included Defendants’ intangible property. For purposes of this Motion, “Collateral” includes the collateral listed in the Financing Statements. 6. Revel is a regulated marijuana business, authorized by the Colorado Department of Revenue, Marijuana Enforcement Division (the “MED”) to cultivate retail marijuana. The Collateral includes assets regulated by the MED, e.g. regulated marijuana business license and inventory. (Exhibit 1, ¶ 8). 7. As part of the loan package, Savent and High Land entered an Assignment of Rents and Leases (the “Assignment,” attached to Exhibit 1 as Exhibit F). The Assignment authorizes a court-appointed receiver to take possession of and manage and operate the Real Estate upon Defendant’s default under the Agreement. (Exhibit 1-F, pp3-4, ¶ 11). 8. Defendants made monthly payments of $21,600 to Savent from February to September 2022 but failed to make further payments owed under the Agreement. (Exhibit 1, ¶ 10). 9. On January 18, 2023, Defendants executed an Abatement Agreement (the “Abatement Agreement,” attached to Exhibit 1 as Exhibit G). Under the terms of the Abatement Agreement, Savent agreed to abate Borrowers’ obligations from October 1, 2022, to May 15, 2023, and Borrowers agreed to pay $21,600 per month beginning on May 15, 2023. (Exhibit 1-G, p1, ¶¶ 1-2). 10. Defendants made monthly payments of $21,600 to Savent from November 2023 to January 2024 but failed to make further payments owed under the Agreement or Abatement Agreement. (Exhibit 1, ¶ 12). 11. The Abatement Agreement was contingent on Cultiv8 Colorado LLC (“Cultiv8”) obtaining a controlling interest in Defendants. (Id. at ¶ 13). 3 4864-5965-3839, v. 4 12. Based on MED records, Cultiv8 did not obtain a controlling interest in Defendants. (Id. at ¶ 14). 13. Per the Agreement, Defendants were obligated to pay Savent all amounts owed under the Agreement on or before January 15, 2024. (Id. at ¶ 15). 14. Defendants failed to pay Savent all amounts owed under the Agreement on or before January 15, 2024. (Id. at ¶ 16). 15. Per the Agreement, Defendants were obligated to maintain insurance on the Real Property and Borrowers’ business. (Id. at ¶ 17). 16. Defendants have failed to maintain insurance on the Real Estate and Borrowers’ business. (Id. at ¶ 18). 17. Savent now seeks to exercise its rights and remedies under the Agreement, Security Agreement, DOT, and Colorado law by requesting this Court appoint a receiver, ex parte, over the Real Property and Collateral to facilitate their disposition. ARGUMENT Colorado courts routinely appoint receivers ex parte when the text of a written instrument provides such authority. See Denver Motor Hotel Co. v. National Mortgage & Discount Corp., 292 P. 1108, 1109 (Colo. 1930) (holding that plaintiff’s default was sufficient to authorize receiver’s appointment under a deed of trust permitting receiver appointment in the event of any default); Schwab v. Martin, 441 P.2d 17, 19 (Colo. 1968) (upholding receiver appointment under deed of trust terms); Phillips v. Webster, 426 P.2d 774, 776-77 (Colo. 1967) (holding mortgagees were entitled to receiver appointment of receiver under deed of trust provisions and C.R.S. § 118- 9-12 (1953))1; Bank of Am. Natl. Trust & Savs. Assn. v. Denver Hotel Assn. Ltd. Partnership, 830 1 C.R.S. § 118-9-12 (1953) is now C.R.S. § 38-38-601(1). 4 4864-5965-3839, v. 4 P.2d 1138, 1140 (Colo. App. 1992) (“Here, the deed of trust provided that the Bank was entitled to the appointment of a receiver in the event of default without regard to the adequacy or value of the property or the solvency of any party bound for its payment. Accordingly, the trial court did not abuse its discretion.”). Here, the Agreement expressly provides that Savent is entitled to the appointment of a receiver ex parte when there has been an event of default: Upon an Event of Default, Lender shall, as a matter of right, without notice and without giving bond to Borrower or anyone claiming by, under, or through Borrower, and without regard for the solvency or insolvency of Borrower or the then value of the Collateral, to the extent permitted by applicable law, be entitled to have a receiver appointed ex parte for all or any part of the Collateral and the proceeds, issues, and profits thereof, with the rights and powers referenced below and such other rights and powers as the court making such appointment shall confer, and Borrower hereby consents to the appointment of such receiver and shall not oppose any such appointment or require Lender to post a bond in order to secure such appointment. Such receiver shall have all powers and duties prescribed by law and as set forth in the Security Agreement and Assignment of Rents and Leases of even date herewith, all other powers which are necessary or usual in such cases for the protection, possession, control, management, and operation of the Collateral, and such rights and powers as Lender would have, upon entering and taking possession of the Collateral. Any Receiver appointed to operate a Regulated Marijuana Business (as such term is defined by C.R.S. § 44-10-101, et seq., and rules promulgated thereunder), sell marijuana business licenses, or liquidate Regulated Marijuana (as such term is defined by C.R.S. § 44-10-101, et seq., and rules promulgated thereunder) products will comply with the rules of the MED in marshalling or disposing of any Collateral that is regulated by the MED. (Exhibit 1, pp15-16, ¶ 9(b)(3) (emphasis supplied)). The Security Agreement contains similar language. (Exhibit 3, pp4-5). The DOT also grants Savent the right to have a receiver appointed: Lender or the holder of the Trustee’s certificate of purchase shall be entitled to a receiver for the Property after Acceleration under § 18 . . . and shall also be entitled during the time covered by foreclosure proceedings and the period of redemption, if any; and shall be entitled thereto as a matter of right without regard to solvency or insolvency of Borrower or of then owner of the Property, and without regard to the value thereof. Such receiver may be appointed by any Court of competent jurisdiction upon ex parte application and without notice; notice being hereby expressly waived. 5 4864-5965-3839, v. 4 (Exhibit 3, ¶ 20, lines 184–188 (emphasis supplied)). Per the promissory note executed by Defendants, Defendants’ final payment was due January 15, 2024. Accordingly, all amounts owed under the Note and Agreement are presently due and owing. Based on Mr. Konop’s declaration, as well as the language of the Agreement, Security Agreement, and DOT, Savent has established a prima facie right to the Collateral. See C.R.C.P. 66(a)(1). Moreover, the Collateral is “in danger of being lost, removed beyond the jurisdiction or the court, or materially injured or impaired.” See id. Defendants have a history of default under the Agreement, (see Exhibit 1, ¶¶ 10, 12), and it is unknown who actually controls the Defendants at this time. (See id. at ¶¶ 13-14). Most importantly, Defendants have failed to maintain insurance on the Collateral. (Id. at ¶ 18). The Collateral is, thus, in danger of being lost or materially injured or impaired. See C.R.C.P. 66(a)(1); see also Wellman Sav. Bank v. Roth, 432 N.W.2d 697, 699 (Iowa Ct. App. 1988). For all of these reasons, therefore, this Court’s ex parte appointment of a receiver over the Collateral is appropriate. PROPOSED RECEIVER RESOLUTE COMMERCIAL SERVICES BY AND THROUGH NICOLE MANOS Savent requests the Court appoint Resolute Commercial Services by and through Nicole Manos as the receiver in this matter to take possession and control of the Collateral. Ms. Manos’s CV is attached hereto as Exhibit 2. Ms. Manos has extensive experience serving as a court- appointed receiver. Ms. Manos’s employer Resolute Commercial Services is already licensed by the MED, so Ms. Manos is qualified to act as a receiver in this case, including accessing and maintaining the Real Property and taking control of and maintaining the Personal Property. If the Court believes a bond is necessary, Savent requests that a bond in the amount of $10,000 be 6 4864-5965-3839, v. 4 required as security for the faithful performance of the receiver. Savent requests the receiver have such authority and powers as set forth in the proposed Order Appointing Receiver, filed concurrently herewith, which encapsulates the powers of a receiver and Savent’s rights under the Agreement, Security Agreement, DOT, and Assignment. CONCLUSION Defendants have breached the Agreement. Under the plain terms of the Agreement, Security Agreement, and DOT, Savent is entitled to a receiver over the Collateral, particularly because the Collateral is at risk of being lost, injured, or impaired. Accordingly, Savent requests this Court appoint solute Commercial Services by and through Nicole Manos as receiver over the Collateral. DATED this 16th day of July, 2024. Frantz Ward, LLP /s/ Keenan M. Jones Keenan M. Jones Attorney for Plaintiff 7 4864-5965-3839, v. 4