Bibiji Lawsuit against Roy Lambert - Sikh Dharma Worldwide

SURJIT P. SONI, Ca. State Bar #127419
Email: surj@sonilaw.com
THE SONI LAW FIRM
35 N. Lake Ave., Suite 720
Pasadena, CA 91101
Telephone: 626-683-7600
Facsimile: 626-683-1199
Pro Hac Vice
Lead Attorneys for Plaintiffs
R. SCOTT PALMER, OSB #764073
Email: RSPalmer@wlrlaw.com
Michelle A. Blackwell, OSB #002007
Email: mblackwell@wlrlaw.com
WATKINSON LAIRD RUBENSTEIN
BALDWIN & BURGESS, P.C.
101 E. Broadway, Suite 200
Eugene, OR 97401
Telephone: 541-484-2277
Facsimile: 541-484-2282
Local Counsel
BIBIJI INDERJIT KAUR PURI, RANBIR
SINGH BHAI, KAMALJIT KAUR KOHLI
and KULBIR SINGH PURI,
Plaintiffs,
vs.
SOPURKH KAUR KHALSA; PERAIM
KAUR KHALSA; SIRI RAM KAUR
KHALSA; SIRI KARM KAUR KHALSA;
KARTAR SINGH KHALSA; KARAM
SINGH KHALSA; ROY LAMBERT;
SCHWABE, WILLIAMSON & WYATT,
an Oregon Professional Corporation;
LEWIS M. HOROWITZ; LANE POWELL,
an Oregon Professional Corporation;
UNTO INFINITY, LLC, an Oregon Limited
Liability Company; SIRI SINGH SAHIB
IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF OREGON
Portland Division
FIRST AMENDED COMPLAINT
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CORPORATION, an Oregon nonprofit
corporation; and DOES 1 through 5,
Defendants.
Case No. 3:10-cv-01532 MO
FIRST AMENDED COMPLAINT

Plaintiffs individually and derivatively on behalf of UNTO INFINITY, LLC (UI)
and SIRI SINGH SAHIB CORPORATION (SSSC), allege:
THE PARTIES
1.1. Plaintiff BIBIJI INDERJIT KAUR PURI (BIBIJI) is an individual
residing in Los Angeles, California.
1.
1.2. Plaintiff RANBIR SINGH BHAI (RANBIR) is an individual residing in
Los Angeles, California.
1.3. Plaintiff KAMALJIT KAUR KOHLI (KAMALJIT) is an individual
residing in Albuquerque, New Mexico.
1.4. Plaintiff KULBIR SINGH PURI (KULBIR) is an individual residing in
Albuquerque, New Mexico.
1.5. BIBIJI is the widow of Harbhajan Singh Khalsa Yogiji, a.k.a. Yogi
Bhajan. RANBIR, KAMALJIT and KULBIR are the children of BIBIJI and Yogi
Bhajan.
2.
2.1. Defendant SOPURKH KAUR KHALSA (SOPURKH) is an individual
residing in Portland, Oregon.
2.2. SOPURKH is President and a member of the Board of Managers of
UNTO INFINITY, LLC (UI).
2.3. SOPURKH is a member of the Board of Trustees of Siri Singh Sahib
Corporation (SSSC).
2.4. SOPURKH was a trustee of the Harbhajan Singh Khalsa Yogiji and
Inderjit Kaur Puri Living Trust.
3.
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3.1. Defendant PERAIM KAUR KHALSA (PERAIM) is an individual
residing in Portland, Oregon.
3.2. PERAIM is a member of the Board of Managers of UI.
3.3. PERAIM is a member of the Board of Trustees of SSSC.
4.
4.1. Defendant SIRI RAM KAUR KHALSA (RAM) is an individual residing
in Boston, Massachusetts.
times.
4.2. RAM was a member of the Board of Managers of UI at the relevant times.
4.3. RAM was a member of the Board of Trustees of SSSC at the relevant
5.
5.1. Defendant SIRI KARM KAUR KHALSA (KARM) is an individual
residing in Espanola, New Mexico.
5.2. KARM is a member of the Board of Managers of UI.
5.3. KARM is a member of the Board of Trustees of SSSC.
6.
6.1. Defendant KARTAR SINGH KHALSA (KARTAR) is an individual
residing in Eugene, Oregon.
(GTM).
6.2. KARTAR is a member of the Board of Managers of UI.
6.3. KARTAR is a member of the Board of Trustees of SSSC.
6.4. KARTAR is a member of the Board of Golden Temple Management, LLC
7.
7.1. Defendant KARAM SINGH KHALSA (KARAM) is an individual
residing in Eugene, Oregon.
7.2. KARAM is a member of the Board of GTM.
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8.
8.1. Defendant ROY LAMBERT (LAMBERT) is an individual residing in
Portland, Oregon.
years.
8.2. LAMBERT was legal counsel to Yogi Bhajan’s companies for over 25
8.3. LAMBERT was the Organizer of UI and was legal counsel for all of Yogi
Bhajan’s companies before and after Yogi Bhajan’s death.
8.4. LAMBERT was legal counsel to Yogi Bhajan and BIBIJI.
8.5. LAMBERT also occupied a position of trust with Yogi Bhajan in a
separate non-legal capacity as his advisor.
8.6. Plaintiffs are informed and believe and based thereon allege that after
Yogi Bhajan’s death LAMBERT assumed positions of authority, having nothing to do
with his position as legal counsel, with the various entities formed by Yogi Bhajan,
including, but not limited to, Vice President of SSSC and Vice President of Legacy of
Yogiji Foundation (now LYF Corp.). A copy of Articles of Restatement of SSSC signed
by LAMBERT as Vice President is attached hereto as Exhibit 4. A copy of Articles of
Amendment of Legacy of Yogiji Foundation signed by LAMBERT as Vice President is
attached hereto as Exhibit 5.
8.7. Plaintiffs believe LAMBERT may hold other positions with the other
related entities and is intimately involved with entities controlled by UI and SSSC.
8.8. Plaintiffs are informed and believe and based thereon allege that some of
the acts by LAMBERT complained of herein were not performed by him in his capacity
as counsel for UI and/or SSSC, but for his own personal gain and/or to aid and abet the
other defendants in taking over control of UI and SSSC and their related companies for
defendants’ personal benefit and to the detriment of Plaintiffs and the Sikh Dharma
community.
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8.9. LAMBERT also served as counsel for SSSC, UI, KIIT, GTO and GTM
simultaneously without disclosures and written waivers of conflict despite the parties
they represented having adverse interests and that the advice and counsel he rendered as
well as his work product failed to satisfy the standard of care he owed his clients and
constituted professional negligence and that he violated his duty of loyalty to his clients
SSSC and UI.
9.
9.1. Defendant SCHWABE, WILLIAMSON & WYATT (SCHWABE) is a
law firm based in Portland, Oregon with offices in other cities which, until the end of
2011, included LAMBERT among its employees and shareholders.
9.2. SCHWABE operated by and through its lawyers, including LAMBERT,
offering legal advice and representation for clients, including Yogi Bhajan, BIBIJI,
SSSC, UI, KIIT, GTO, GTM, KARTAR and others.
9.3. SCHWABE and LAMBERT acted in concert in performing all of the acts
they committed and in failing to perform the acts they should have committed.
9.4. At all relevant times LAMBERT and SCHWABE were agents for each
other and acted with express and/or apparent authority of the other.
9.5. SCHWABE also served as counsel for SSSC, UI, Khalsa International
Industries and Trades Company, Inc. (KIIT), Golden Temple of Oregon, Inc. which
became Golden Temple of Oregon, LLC (GTO) and GTM simultaneously without
disclosures and written waivers of conflict despite the parties they represented having
adverse interests and that the advice and counsel SCHWABE rendered as well as its work
product failed to satisfy the standard of care owed to its clients and constituted
professional negligence and that SCHWABE violated its duty of loyalty to SSSC and UI.
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10.
10.1. Defendant LEWIS M. HOROWITZ (HOROWITZ) is an individual
residing in Portland, Oregon.
10.2. HOROWITZ is an attorney who served as counsel for GTO, GTM and
GTM’s members simultaneously without disclosures and written waivers of conflict
despite the parties they represented having adverse interests.
10.3. HOROWITZ’s actions and conduct served to provide substantial
assistance and encouragement to the tortious acts of certain of the other named
Defendants.
11.
11.1. Defendant LANE POWELL (LANE) is a law firm based in Portland,
Oregon with offices in other cities which included HOROWITZ among its employees
and shareholders.
11.2. LANE operated by and through its lawyers, including HOROWITZ,
offering legal advice and representation for clients, including GTO, GTM, KARTAR,
KARAM and others.
11.3. HOROWITZ’s actions and conduct served to provide substantial
assistance and encouragement to the tortious acts of certain of the other named
Defendants.
11.4. LANE and HOROWITZ acted in concert in performing all of the acts they
committed and in failing to perform the acts they should have committed.
11.5. At all relevant times LANE and HOROWITZ were agents for each other
and acted with express and/or apparent authority of the other.
12.
12.1. Nominal defendant and derivative plaintiff UNTO INFINITY, LLC (UI)
is a Limited Liability Company organized and existing under the laws of the State of
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Oregon, with its principal place of business located in Espanola, New Mexico.
12.2. In 2004, the corporations controlled by UI included:
12.2.1. Sikh Dharma International – New Mexico;
12.2.2. Sikh Dharma International – California;
12.2.3. Sikh Dharma Educational Institute;
12.2.4. 3HO; and
12.2.5. Kundalini Research Institute.
12.3. In 2004, Sikh Dharma International – California was the parent
corporation of KIIT, a Nevada for-profit corporation.
12.4. In 2004, KIIT was the parent corporation of Akal Security, a New Mexico
for-profit corporation.
12.5. In 2004, KIIT was also the parent corporation of Golden Temple of
Oregon, Inc., an Oregon for-profit corporation.
13.
Nominal defendant and derivative plaintiff SIRI SINGH SAHIB
CORPORATION (SSSC) is a nonprofit corporation organized and existing under the
laws of the State of Oregon, with its principal place of business located in Santa Cruz,
New Mexico.
14.
Defendants, DOES 1 through 5, inclusive, are sued herein under fictitious names
in accordance with ORCP 20H. Their true names and capacities are unknown to
Plaintiffs. Plaintiffs will amend this Complaint when their true names and capacities are
ascertained. Plaintiffs are informed and believe and thereon allege that each of the
fictitiously named Defendants are responsible in some manner for the occurrences herein
alleged, and that Plaintiffs’ damages as claimed herein were caused in fact by each of
such Defendants.
FIRST AMENDED COMPLAINT
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15.
Plaintiffs are informed and believe and on that basis allege, that at all times herein
mentioned, all Defendants herein, whether named or fictitiously designated (hereinafter
collectively referred to as “Defendants”), were the agents, servants, employees, joint
venturers, and/or the alter egos of the remaining Defendants, and except to the extent
otherwise alleged, the acts of each Defendant were within the course and scope of their
agency, service, employment, and with permission, consent, and ratification of each other
Defendant.
BACKGROUND FACTS
Yogi Bhajan And The Entities He Created And Controlled
16.
16.1. Yogi Bhajan was a charismatic spiritual leader and successful
entrepreneur, and scholar of comparative religion, Vedic philosophy, with a Masters in
Economics with honors from Punjab University and a Ph.D. in communications
psychology from the University of Humanistic Studies, in San Francisco, California.
16.2. Yogi Bhajan was a master of Kundalini Yoga, and introduced Kundalini
Yoga and Sikhism to the United States in the 1960s.
16.3. Yogi Bhajan was also a healer and teacher of Ayurveda, a system of
traditional medicine native to India, which focuses on the use of natural herbs, massage,
and yoga for for healing and healthy living.
16.4. In response to the drug culture of the 60s, Yogi reached out to youth and
taught them the peaceful, inner euphoria they could get naturally from Kundalini Yoga.
Yogi Bhajan created a company, known as 3HO (Healthy, Happy, Holy Organization),
which grew to over 300 centers in 35 countries. 3HO was founded on Yogi Bhajan’s
premise that every human possessed the birthright to be healthy, happy and holy.
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16.5. Yogi Bhajan grew to be internationally known as a religious, community
and business leader with a distinguished reputation as a man of peace, world-vision,
wisdom, and compassion. In 1971, he was designated the Siri Singh Sahib, or the Sikh
leader for the Western Hemisphere.
16.6. Yogi Bhajan wrote and published over 30 books on topics ranging from
consciousness and spirituality to communication and psychology and founded several
companies, both nonprofit and for profit, to further his teachings and to manufacture and
distribute natural products based on his teachings, including Yogi Tea.
17.
17.1. Yogi Bhajan formed Siri Singh Sahib of Sikh Dharma (SSSSD), a
California corporation of which he was the sole shareholder, to control other various
entities during his lifetime. He also formed SSSC to succeed SSSSD upon his death.
17.2. Yogi Bhajan was sole director of SSSC. Article VII of the Articles of
Incorporation of SSSC provide that following the death or incapacity of Yogi Bhajan, the
directors of SSSC shall be those persons designated in writing by Yogi Bhajan which
shall be dated upon execution and shall be delivered to, and held in confidence by, the
attorney for the corporation and Sikh Dharma designated in the corporations Bylaws.
17.3. The Bylaws designate LAMBERT as that attorney.
17.4. LAMBERT had a list of the names of several persons to be added to the
Board of SSSC upon Yogi Bhajan’s death and that LAMBERT shared that list with
SOPURKH after Yogi Bhajan died. By e-mail dated December 5, 2005, LAMBERT
responded to an inquiry from Guru Jagat regarding the members of the Board of Trustees
of SSSC and listed thirteen individuals as persons Yogi Bhajan had designated to the
Board of SSSC. A copy of LAMBERT’s December 5, 2005 e-mail is attached hereto as
Exhibit 22. This list identified BIBIJI and KULBIR as members of the Board of
Trustees of SSSC.
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17.5. LAMBERT has never disclosed the written list of names of the persons
designated in writing by Yogi Bhajan nor produced that list in the aftermath of Yogi
Bhajan’s death as he was supposed to do.
17.6. Plaintiffs are informed and believe and based thereon allege that all of
their names were included on the list of names created by Yogi Bhajan to be appointed
directors of SSSC upon his death. This belief is based on SOPURKH’s express
representation to RANBIR that Yogi Bhajan had provided her a hand written list of SSSC
Board Members to be provided to LAMBERT, her repeated acknowledgment to Plaintiffs
that they would take their place on the Board as Yogi Bhajan had declared orally, by
voice message and in emails on which LAMBERT was copied and LAMBERT’s letters
and emails confirming that BIBIJI was already on the SSSC Board and that BIBIJI and
the other Plaintiffs would soon be called to the SSSC and UI Boards.
18.
18.1. On or about May 22, 2003, SSSSD formed nominal defendant and
derivative plaintiff Unto Infinity, LLC (UI), to serve as a member and/or shareholder of
one or more nonprofit corporations, to be operated exclusively for religious, charitable or
educational purposes.
18.2. Yogi Bhajan appointed SOPURKH to act as President of UI and appointed
himself, SOPURKH, PERAIM, RAM and KARM to the Board of Managers of UI
pursuant to Section 3.3 of the Operating Agreement to manage UI.
18.3. A true and correct copy of the May 22, 2003 Operating Agreement of UI
is attached hereto as Exhibit 1.
Yogi Bhajan’s Final Illness and Death
19.
19.1. From the beginning of 2004, Yogi Bhajan was in ill health and was
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diagnosed as having Class IV congestive heart failure. Class IV congestive heart failure
is characterized as an inability to carry on any physical activity without discomfort,
symptoms of congestive heart failure are present even at rest, and increased discomfort is
experienced with any physical activity.
19.2. Due to the critical nature of his illness, Yogi Bhajan was under the
constant care of his personal physician. During 2004, his personal physician visited Yogi
Bhajan daily, and often twice per day.
19.3. Yogi Bhajan was prescribed Versed and Fentanyl for pain and sedation.
One of the possible side effects of Versed is memory loss, and Yogi Bhajan suffered from
that side effect.
19.4. Yogi Bhajan had severe cataracts in both eyes and throughout 2004 his
eyesight was very poor. He was unable to read and he had others read to him or tell him
what documents were that he was asked to sign.
19.5. During this 2004 time period, the protocol adopted to create periods of
lucidity for Yogi Bhajan when business needed to be transacted was to terminate
medications at least 24 hours before any meeting. Yogi Bhajan’s personal physician
would have to be notified when any meetings with Yogi Bhajan were needed, because he
had to manage Yogi Bhajan’s sedation and pain medications to allow the meeting to
occur.
19.6. Yogi Bhajan’s condition worsened after the first half of September 2004,
so that by September 28, 2004 he never again regained a lucid state. Yogi Bhajan could
not have conducted any business or attended any business meetings after September 28,
2004.
19.7. After September 28, 2004, no one asked Yogi Bhajan’s personal physician
to adjust Yogi Bhajan’s medications to allow any meetings to take place.
19.8. Yogi Bhajan died on October 6, 2004 at the age of 75.
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The Conspiracy To Exclude Plaintiffs From Management of UI and SSSC
20.
20.1. Before Yogi Bhajan’s death, BIBIJI, RANBIR, KAMALJIT and KULBIR
discussed with him their desire to become more involved in the management of the
various business entities he controlled and Yogi Bhajan agreed to appoint them to the
Boards of the entities and businesses they requested.
20.2. BIBIJI expressed to Defendants SOPURKH, RAM and LAMBERT that
she wanted to be included in the management of UI and SSSC.
20.3. Yogi Bhajan instructed Defendant SOPURKH to add BIBIJI, RANBIR,
KAMALJIT and KULBIR to the management boards of whatever business entities the
family members wanted.
writing.
20.4. Yogi Bhajan gave these instructions to SOPURKH both orally and in
20.5. Defendant SOPURKH discussed these appointments with UI’s counsel,
Defendant LAMBERT.
21.
21.1. On July 26, 2004, the Board of Managers of UI by unanimous written
consent added BIBIJI to the Board of Managers as a Manager of UI “effective
immediately.”
21.2. A copy of the Consent Minutes of the Board of Managers of UI adding
BIBIJI as a Manager of UI is attached hereto as Exhibit 6.
21.3. The Consent Minutes were executed by SOPURKH, PERAIM, RAM,
KARM and Yogi Bhajan.
21.4. BIBIJI is informed and believes, and based thereon alleges that the July
26, 2004 Consent minutes were prepared by LAMBERT or at his direction, because
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LAMBERT was legal counsel for UI.
21.5. Although BIBIJI was added as a Manager of UI neither Defendant
SOPURKH nor any other manager of UI informed BIBIJI that she had been added to the
Board of Managers of UI or SSSC.
21.6. On October 18, 2004, shortly after Yogi Bhajan’s death, Defendant
SOPURKH left a voice mail for RANBIR responding to his calls, indicating she would
be sending him a Memorandum of Understanding, and that she and LAMBERT were
proceeding on getting the family members on the Board. A transcription of that voice
mail is attached as Exhibit 52.
21.7. On October 18, 2004, Defendant SOPURKH sent the Memorandum of
Understanding she had referred to in her voice mail by email to RANBIR confirming the
understanding that Yogi Bhajan’s family members were to be added to the management
boards of various related corporations and entities. A copy of the Memorandum of
Understanding email from SOPURKH to RANBIR is attached hereto as Exhibit 7.
Plaintiffs are informed and believe that SOPURKH sent the Memorandum of
Understanding in her official capacity as a Member of the Boards of UI and SSSC and
that it was sent after consultation with LAMBERT, RAM, KARM and PERAIM. This
belief is based on the fact that the Memorandum itself states SOPURKH consulted with
LAMBERT.
21.8. The Memorandum of Understanding acknowledged that BIBIJI was
already Manager of UI and was to be appointed as a voting member of the board of
SSSC.
22.
22.1. Plaintiffs are informed and believe and based thereon allege that soon after
issuing the Memorandum of Understanding, SOPURKH, PERAIM, RAM, KARM and
Does 1 through 5, and each of them, acting as members of the Board of UI and also for
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their own person benefit, sought the assistance of LAMBERT to exclude Plaintiffs from
participation in the management of UI, SSSC and their related companies.
22.2. UI and SSSC, as disinterested third parties, had no interest in keeping
Plaintiffs from participating in their management and LAMBERT’s participation in the
conspiracy with SOPURKH, PERAIM, RAM, KARM, KARTAR and Does 1 through 5
and any advice LAMBERT gave them regarding the exclusion of Plaintiffs from the
management of UI and SSSC was therefore beyond the scope of LAMBERT’s legal
representation of UI and SSSC.
22.3. Plaintiffs are informed and believe and therefore allege that SOPURKH,
PERAIM, RAM, KARM, KARTAR, LAMBERT and Does 1 through 5, and each of
them, knowingly and willfully conspired and agreed among themselves to exclude
Plaintiffs from the management of UI, SSSC and their related companies. Said
Defendants acted under color of authority in their official capacity, but in actuality acted
for their own self interest. The acts by LAMBERT to exclude Plaintiffs from
management of UI and SSSC as alleged herein are beyond the scope of his legal
representation of UI and SSSC, because UI and SSSC are disinterested third parties
which had no interest in excluding Plaintiffs from their management.
22.4. In furtherance of their conspiracy, despite SOPURKH’s prior
Memorandum of Understanding, SOPURKH, LAMBERT, PERAIM, RAM, KARM,
KARTAR and Does 1 through 5, failed to inform BIBIJI that she had been appointed to
the Board of Managers of UI and orally denied to BIBIJI and to others that BIBIJI was a
Manager of UI.
22.5. In furtherance of the conspiracy to exclude Plaintiffs from the
management boards, on November 17, 2004, LAMBERT sent an email to BIBIJI stating
that “security clearance questions have not yet been answered” and recanting the prior
acknowledgment by SOPURKH that Yogi Bhajan had appointed his children onto the
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management boards. A copy of the November 17, 2004 email from LAMBERT is
attached hereto as Exhibit 9.
22.6. On December 9, 2004, LAMBERT sent a letter to BIBIJI’s attorney,
Robert P. Worcester, falsely stating that “[i]t is the intent of the leadership of Unto
Infinity to make the appropriate arrangement to get BIBIJI the information she wants and
to elect her to the Unto Infinity, LLC board in due time and once various confidentiality
and other legal documents have been executed by her” even though BIBIJI had already
been elected to the UI Board effective as of July 26, 2004. A copy of LAMBERT’s
December 9, 2004 letter is attached hereto as Exhibit 11. LAMBERT knew that BIBIJI
had been appointed to the Management Board of UI, because as UI’s lawyer he would
have drafted the Consent Minutes.
22.7. On or about September 15, 2005, nearly one year after having
acknowledged BIBIJI was already on the Board of UI, SOPURKH, LAMBERT,
PERAIM, RAM and KARM deliberately and willfully contrived a claim that the “Memo
of Understanding” prepared by SOPURKH was in error and it only reflected an
understanding of the desire of BIBIJI and her children rather than any acknowledgment
that BIBIJI was already on the Board of UI and that she and her children were going to be
added to the other Boards referenced in the Memo of Understanding, all for the purpose
of preventing BIBIJI from exercising their rights as a Manager of UI and Plaintiffs as
Trustees of SSSC. A copy of the Corrected Memo of Understanding is attached hereto as
Exhibit 13.
22.8. In furtherance of the conspiracy to exclude BIBIJI from the Board of UI,
on January 5, 2010, KARTAR, as a member of the Board of Managers of UI, signed a
Consent Minutes stating that the July 26, 2004 Consent Minutes appointing BIBIJI to the
Board of UI at a time when he was not a member of the UI Board, was nullified without
ever being put into effect, even though he had no personal knowledge of the facts he
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claimed. A copy of the January 5, 2010 Consent Minutes signed only by KARTAR are
attached hereto as Exhibit 15. Plaintiffs are informed and believe that SOPURKH,
KARM, PERAIM as UI Board members, and LAMBERT as UI’s lawyer, adopted and
ratified KARTAR’s fraudulent Consent Minutes in furtherance of their conspiracy to
exclude Plaintiffs from management of the Yogi Bhajan entities.
22.9. In furtherance of the conspiracy to exclude BIBIJI from the Board of UI,
on January 22, 2010, LAMBERT signed a Certification stating that the Consent Minutes
of UI appointing BIBIJI to the Board of Managers effective July 26, 2004, were not
operative. A copy of this Certification is attached hereto as Exhibit 16.
22.10. Plaintiffs are informed and believe and therefore allege that in furtherance
of their conspiracy SOPURKH, LAMBERT, PERAIM, RAM, KARTAR and KARM
deliberately and willfully withheld notice of annual meetings and special meetings of the
UI Board of Managers from BIBIJI, and held such meetings without BIBIJI’s attendance
and participation in violation of Sections 3.5 and 3.6 of the Operating Agreement and
ORS 62.130 and ORS 63.130.
23.
23.1. Plaintiffs are informed and believe and therefore allege that in furtherance
of their conspiracy SOPURKH, LAMBERT, PERAIM, RAM, KARM and Does 1
through 5 deliberately and willfully excluded Plaintiffs, BIBIJI, RANBIR, KAMALJIT
AND KULBIR from the management of SSSC.
23.2. Defendants withheld notice of annual meetings and special meetings of the
SSSC Board of Directors from Plaintiffs, BIBIJI, RANBIR, KAMALJIT AND KULBIR,
and held such meetings without Plaintiffs’ attendance and participation in violation of
Sections 3.2, 3.3 and 3.4 of the SSSC Restated Bylaws, and Section 65.24 of the Oregon
Revised Statutes, so that they could maintain control over SSSC and its related entities to
benefit themselves and to the detriment of Plaintiffs and the Sikh Dharma community.
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24.
24.1. Pursuant to Paragraph 5 of the Operating Agreement of UI, upon the death
or incapacity of Yogi Bhajan, SSSC would become the sole member of UI. Additionally,
the Operating Agreement would automatically terminate and an Amended and Restated
Operating Agreement which was attached as Exhibit 5 to the Operating Agreement
(“Amended and Restated Operating Agreement”) was to take immediate effect.
24.2. Paragraph 3.12 of the Amended and Restated Operating Agreement,
provided several eligibility requirements which must be satisfied before a person could
become a Manager of UI, including the following: a) is currently qualified as a minister
of Sikh Dharma; b) is a member in good standing in the Khalsa Council of Sikh Dharma;
c) has been an active participant in the Khalsa council of Sikh Dharma for a majority of
its meetings during the immediately preceding three (3) years; * * * e) is an active
participant in Dasvandh [tithing]; f) is then living, and participating in the affairs of the
Sikh community, in a manner consistent with the teachings and values of [Yogi Bhajan] *
* *.
24.3. A copy of the Amended and Restated Operating Agreement of UI attached
as Exhibit 5 to the Operating Agreement is attached hereto as Exhibit 2. The formatting
of Exhibit 2 is consistent with that of the Operating Agreement.
24.4. In about 2008, LAMBERT asserted that a different version of the May
2003 Amended and Restated Operating Agreement of UI (hereinafter the “Altered
Amended and Restated Operating Agreement”) which has a format different from the
original Operating Agreement and the Amended and Restated Operating Agreement
attached hereto as Exhibit 2 was the operative governing document.
24.5. A copy of the Altered Amended and Restated Operating Agreement is
attached hereto as Exhibit 3. The Altered Amended and Restated Operating Agreement
does not contain Paragraph 3.12 or any eligibility requirements which must be satisfied
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efore a person could become a Manager of UI.
24.6. Plaintiffs are informed and believe and based thereon allege that the
altered Amended and Restated Operating Agreement is a false document which was
drafted in furtherance of a conspiracy to control UI by persons who are not strict
adherents to the Sikh faith. This belief is based, at least in part, on the resignation letter
of RAM, a copy of which is attached hereto as Exhibit 46.
25.
25.1. On November 15, 2004, SOPURKH, as President of SSSC, signed and,
Plaintiffs are informed and believe and based thereon allege that, LAMBERT prepared
and filed Articles of Restatement of SSSC along with Restated Articles of Incorporation
of SSSC. The Articles of Restatement are dated October 1, 2004, and state that the board
of directors adopted the Restated Articles of Incorporation on October 1, 2004. A copy of
the November 15, 2004 Articles of Restatement of SSSC is attached hereto as Exhibit 8.
25.2. This amendment removed the unanimous approval requirement to amend
the Articles of Incorporation and changed it to two thirds of the trustees in office and two
thirds of the Executive Committee.
25.3. The amendment also adjusted the manner by which successor trustees
were selected, and removed the Siri Sikhdar Sahib/a (the chief religious authority of Sikh
Dharma) as a required member of the board of SSSC.
25.4. Plaintiffs are informed and believe and based thereon allege that these
changes were made to restrict any power Plaintiffs might have exercised as members of
the board of SSSC and to allow Defendants to control SSSC for their personal benefit.
25.5. On November 19, 2004, SOPURKH, as President of SSSC, signed and,
Plaintiffs are informed and believe and based thereon allege, that LAMBERT prepared
and filed a second Articles of Restatement of SSSC along with Restated Articles of
Incorporation of SSSC. The second Articles of Restatement are dated October 2, 2004
FIRST AMENDED COMPLAINT
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and state that the board of directors adopted the second Restated Articles of Incorporation
on October 1, 2004, the same day as the first Restated Articles of Incorporation. A copy
of the November 19, 2004 Articles of Restatement is attached hereto as Exhibit 10.
25.6. This amendment changed the voting rights of affiliated trustees so that if
more than one family member was a trustee the family as a whole would be limited to a
single vote. Plaintiffs are informed and believe and based thereon allege that this
amendment was made to restrict any power Plaintiffs might have exercised as members
of the board of SSSC and to allow Defendants to control SSSC for their personal benefit.
25.7. On January 11, 2005, SOPURKH, as President of SSSC, signed, and
Plaintiffs are informed and believe and based thereon allege that, LAMBERT prepared
and filed a third Articles of Incorporation of SSSC. The third Articles of Restatement are
dated October 3, 2004, and state that the board of directors adopted the Restated Articles
of Incorporation on October 3, 2004, just two days after the first and second Restated
Articles of Incorporation. A copy of the January 11, 2005 Articles of Restatement is
attached hereto as Exhibit 12.
25.8. This amendment granted the Executive Committee the ability to exercise
the full authority of the Board of Trustees on behalf of the company where there are time
constraints. The Executive Committee consisted solely of Defendants. Plaintiffs are
informed and believe and based thereon allege that this amendment was made to restrict
any power Plaintiffs might have exercised as members of the board of SSSC and to allow
Defendants to control SSSC for their personal benefit.
25.9. On October 27, 2008, LAMBERT, as Vice President of SSSC, signed and,
Plaintiffs are informed and believe and based thereon allege that, LAMBERT prepared
and filed a fourth Articles of Restatement of SSSC along with a fourth Restated Articles
of Incorporation of SSSC. The fourth Articles of Restatement are dated October 27,
2008, but state that the board of directors adopted the fourth Restated Articles of
FIRST AMENDED COMPLAINT
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Incorporation on October 20, 2004, over four years prior to its filing. A copy of the
October 27, 2008 Articles of Restatement is attached hereto as Exhibit 14.
25.10. This fourth amendment removed the eligibility requirement that a director
or trustee of SSSC be an orthodox Sikh. Plaintiffs are informed and believe and based
thereon allege that in or about mid-October 2008, before this fourth amendment,
Defendants began disclosing to members of the Sikh Dharma community that they were
no longer orthodox Sikhs and would no longer practice the strict lifestyle that Yogi
Bhajan had taught, and that this purported fourth amendment was improperly back dated
to allow Defendants to remain in control of SSSC.
25.11. Defendants have proffered other corporate documents alleged signed by
Yogi Bhajan in early October 2004, shortly before his death. Plaintiffs are informed and
believe and based thereon allege that each of the Articles of Restatement of SSSC were
unlawfully back dated to make it appear that Yogi Bhajan had approved such changes
when they were not truly authorized by Yogi Bhajan. This belief is based on the fact that
Yogi Bhajan was not lucid during the last several weeks of his life and would not have
been competent to execute such documents.
25.12. Plaintiffs’ belief in the conspiracy to exclude them from the management
of UI and SSSC is supported by, among other things, an e-mail from RAM to KARM
which states “. . . UI was initially in a defensive mode, fending off pressure from
BIBIJI/family to get on the UI bd . . .”. Defendants were engaged in “defensive” efforts
to block BIBIJI and Plaintiffs in their efforts to join the management boards of the
various Yogi Bhajan entities. A copy of this e-mail is attached hereto as Exhibit 40.
25.13. Plaintiffs’ belief that LAMBERT drafted the corporate and legal
documents referred to herein is based on the fact that LAMBERT at all times was acting
as general counsel for UI and SSSC and was responsible for drafting the corporate and
legal documents for those entities.
FIRST AMENDED COMPLAINT
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25.14. SOPURKH, KARTAR, PERAIM, SIRI KARM and SIRI RAM
abandoned the mission and purpose of Yogi Bhajan in creating the corporate structure
and entities that was to benefit the Sikh Dharma community and to advance and promote
his teachings, in order to benefit themselves.
Conspiracy To Usurp The Assets Of Golden Temple For Personal Benefit
26.
26.1. Plaintiffs are informed and believe, based on the documents and
communications referred to below, that sometime in or about March through August
2007, SOPURKH, PERAIM, RAM and KARM, conspired with KARTAR, KARAM,
LAMBERT, HOROWITZ and Does 1 through 5 to transfer 90% of the assets of Golden
Temple to GTM for the direct benefit of KARTAR, KARAM and the other owners of
GTM. As an inducement to the UI board to vote in favor of this “gift” of assets to GTM,
LAMBERT, HOROWITZ, KARTAR and KARAM developed a a plan to benefit
SOPURKH, PERAIM and RAM through a vehicle denominated as “YB Assurances,”
which provided income to heirs of Yogi Bhajan to the exclusion of BIBIJI.
26.2. Plaintiffs are informed and believe, based on the documents and
communications referred to below, that SOPURKH, PERAIM, RAM and KARM,
conspired with KARTAR, KARAM LAMBERT and HOROWITZ to justify the
valuation of the transfer of assets with a contrived below market appraisal of the Golden
Temple of Oregon business.
26.3. Cogence Group PC (Cogence) was retained to perform a “limited”
appraisal of Golden Temple. A copy of the March 22, 2007 engagement letter from
Cogence, signed by SOPURKH on April 5, 2007, is attached hereto as Exhibit. 23.
26.4. On April 19, 2007, LAMBERT sent an e-mail to KARTAR explaining
that a “spin off” of Golden Temple contemplated by KARTAR could not be done without
FIRST AMENDED COMPLAINT
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severe tax consequences, and suggested an alternate plan. A copy of LAMBERT’s e-
mail is attached hereto as Exhibit 24.
26.5. On April 23, 2007, LAMBERT sent an e-mail to KARTAR outlining the
structure of the asset transfer from Golden temple into GTO with GTM owning a 90%
share. A copy of LAMBERT’s e-mail is attached hereto as Exhibit 25.
26.6. The original amount agreed upon for the value of Golden Temple was
between $28,000,000 to $30,000,000. A copy of an e-mail dated May 4, 2007, from Jay
Sickler of Cogence to LAMBERT attaching “draft schedules relating to the evaluation”
pending review and approval by KARAM, is attached hereto as Exhibit 26.
26.7. In June 2007, after consulting with SCWABE’s general counsel,
LAMBERT finally recognized a conflict of interest existed in his representation of
KARTAR in the “spin off” of Golden Temple. LAMBERT sent an e-mail to KARTAR
advising him to obtain separate counsel. A copy of LAMBERT’s June 11, 2007 e-mail to
KARTAR is attached hereto as Exhibit 27.
26.8. On June 14, 2007, KARAM sent an e-mail to KARTAR outlining tasks to
be performed in conjunction with the transfer of Golden Temple assets, including that
LAMBERT was to “start discussion with Jay Sickler on valuing the business based on
different revenue/expense scenarios i.e. YB staff trust royalties Came [sic] up with the
idea to cover the YB staff to buy out their ½ of the royalty stream . . . Whatever this
arrangement is has to be factored into the purchase price valuation that Roy is working on
with Jay Sickler. Then Sopurkh will have to work out the details of selling the
arrangement to all members. Also going to have to figure out how to get Siri Karm in
there.” A copy of this e-mail is attached hereto as Exhibit 28. The comment referencing
KARM was due to the fact that she was not included in the group of Yogi Bhajan’s
assistants who were heirs under his will and to receive a life income from certain assets
of the Estate of Yogi Bhajan. The conspirators needed to sweeten the pot to ensure all
FIRST AMENDED COMPLAINT
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members of the UI Board would vote for the transaction.
26.9. On July 16, 2007 LAMBERT sent an e-mail to HOROWITZ outlining a
proposed plan to fund the “YB Assurances,” a plan to benefit SOPURKH, RAM,
PERAIM and KARM, among others who had been the “inner circle” of assistants to Yogi
Bhajan during his lifetime. HOROWITZ responded to LAMBERT by e-mail that same
day, giving suggestions to LAMBERT. A copy of this e-mail exchange is attached hereto
as Exhibit 29.
26.10. HOROWITZ was at all times aware that the YB Assurances were
designed to benefit a small group of individual heirs of Yogi Bhajan and to exclude Yogi
Bhajan’s widow, BIBIJI from such income – this was a deliberately designed fraud
perpetrated upon BIBIJI and was therefore outside of any legitimate legal relationship or
advice between an attorney and client.
26.11. The “spin off” of Golden Temple also included an option to acquire KIT
BV, the European arm of Golden Temple’s business which was operating as a separate
entity. LAMBERT drafted meeting notices for UI which did not include any reference to
the option to acquire KIT BV and sent them by e-mail on August 2, 2007 to KARTAR
and KARAM with a copy to HOROWITZ. By reply e-mail on August 7, 2007,
HOROWITZ suggested including a reference to the option to acquire KIT BV.
KARTAR took exception to this stating in an e-mail response “Roy – lets go over before
you would change notice to include Kit BV option. I have some concerns in doing that.”
A copy of this e-mail exchange is attached hereto as Exhibit 30.
26.12. KARTAR and SOPURKH were concerned that RAM might have
reservations about the Golden Temple transaction, and kept her in the dark regarding the
proposed transaction until the last minute. On August 11, 2007, SOPURKH sent an e-
mail to KARTAR stating:
FIRST AMENDED COMPLAINT
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“I let her [RAM] know that you and I worked things out
with Roy and that we want to present to the rest of the UI
members all at once meaning Peraim Kaur, Siri Ram and
Siri Karm. I did make it sound like only you and I know
about the plan and everyone else will be presented the same
time as her. . . . Mission accomplished.”
A copy of an e-mail exchange between SOPURKH and KARTAR is attached hereto as
Exhibit 31.
26.13. On August 14, 2007, LAMBERT sent an e-mail to HOROWITZ attaching
a “4 th stage agreement (the one admitted the Staff Endowment people).” A copy of this
e-mail is attached hereto as Exhibit 32.
26.14. The YB Assurances provision was to replace income which otherwise
would be due to Yogi Bhajan’s assistants when GTO terminated the trademark license
agreement which was providing income to BIBIJI and the other heirs of Yogi Bhajan.
Attached hereto as Exhibit 39 is an e-mail from LAMBERT to KARAM dated October
25, 2007 regarding the YB Assurances compensation.
26.15. On August 16, 2007, LAMBERT wrote an e-mail to HOROWITZ,
KARTAR and KARAM explaining that Cogence was having difficulties justifying the
Fairness Opinion regarding the Golden Temple transaction. The concern was that GTM,
which was receiving 90% of Golden Temple, bore no initial risk if Golden Temple
suffered a significant loss. A copy of this e-mail is attached hereto as Exhibit 33.
26.16. On August 17, 2007, LAMBERT and HOROWITZ had discussions with
Cogence. Later that day, Jason Ruchaber of Cogence sent an e-mail to LAMBERT and
HOROWITZ with new draft schedules showing a revised value for Golden Temple of
between $22,000,000 and $24,000,000. A copy of this e-mail is attached hereto as
Exhibit 34.
26.17. LAMBERT continued to give input to Cogence regarding the “Fairness
Opinion” until it was issued. LAMBERT asked Cogence to expressly equate the value of
FIRST AMENDED COMPLAINT
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KIIT’s contribution of Golden Temple to GTO to the value of its joint venture interest. A
copy of an e-email from LAMBERT to Cogence date August 24, 2007 is attached hereto
as Exhibit 35.
26.18. On August 24, 2007, Cogence issued its “limited” appraisal of Golden
Temple, valuing it at between $22,000,000 and $24,000,000. A copy of the valuation
letter addressed to SOPURK is attached hereto as Exhibit 36. This was $6,000,000 less
than the original valuation amount which was the agreed amount until a few days before
the appraisal was finalized.
26.19. LAMBERT sent HOROWITZ a copy of the revised Fairness Letter by e-
mail on August 24, 2007. A copy of this email is attached hereto as Exhibit 37.
26.20. LAMBERT met privately with RAM before the meeting of the UI Board
where the Golden Temple transaction was to be voted upon. LAMBERT informed RAM
that YB Assurances was a component of the Golden Temple transaction as an incentive
to acquire RAM’s consent to the transaction.
26.21. The transaction was set up so that YB Assurances would come out of
GTM’s share. On July 3, 2009, LAMBERT sent an e-mail to SOPURKH and KARM
with a copy to KARTAR and HOROWITZ, explaining that, “At this time, GTM interests
may be issued unilaterally by GTM to the Staff Endowment people without
consideration.” A copy of this e-mail is attached hereto as Exhibit 49.
26.22. Plaintiffs are informed and believe, and based thereon allege that acting as
the Board of Managers of UI, and based upon the advice and counsel of LAMBERT,
SOPURKH, PERAIM, RAM and KARM approved the sale of ninety percent (90%) of
the assets of Golden Temple to KARTAR and/or KARAM and/or Does 1 through 5
and/or GTM, for $100 plus a promise to assume debts and a promise to pay UI a deferred
sum which, all told was well below the fair market value of the Golden Temple assets,
and that the UI Board of Managers supported their decision to sell the assets of Golden
FIRST AMENDED COMPLAINT
Page 25 of 89

Temple in whole or in part based upon the false appraisal obtained through the efforts of
LAMBERT and HOROWITZ in furtherance of their conspiracy and to the detriment of
the Sikh Dharma community.
26.23. The Articles of Organization for Golden Temple Management LLC were
filed on August 13, 2007.
26.24. The transfer of Golden Temple assets substantially reduced the amount of
income which would be available for future distribution to the nonprofit corporations, to
support the Sikh Dharma community and to advance and promote the teachings of Yogi
Bhajan.
26.25. Plaintiffs are informed and believe and based thereon allege that
Defendants SOPURKH, KARM, RAM, PERAIM and KARTAR have substantially
increased their income as a result of their control over UI, SSSC and the nonprofit and for
profit companies, voting themselves raises and perquisites.
26.26. Plaintiffs are informed and believe and based thereon allege that
KARTAR has increased his income from $125,000 in 2002, to $250,000 in 2005, to
$470,000 in 2007, to $850,000+ in 2008, exclusive of expense reimbursements, pension
plans or other assets. Furthermore, KARTAR made millions on the sale of the Peace
Cereal division of GTO.
26.27. In or about 2009, KARTAR and/or KARAM and/or Does 1 through 5
and/or GTM agreed to sell the Peace Cereal division of GTO for a substantial sum, well
in excess of the value placed on it when 90% of said asset was transferred from Golden
Temple to GTM for $100 through the approval of UI. Plaintiffs are informed and believe
and based thereon allege that this was in furtherance of the conspiracy to benefit the
conspiracy participants to the detriment of the Sikh Dharma community.
FIRST AMENDED COMPLAINT
Page 26 of 89

The Conspiracy To Cover Up
Changes to the Corporate Governing Documents
And The Transfer Of Golden Temple Assets
27.
27.1. Plaintiffs are informed and believe and based thereon allege that
SOPURKH, PERAIM, RAM, KARM, LAMBERT, KARTAR, KARAM, LAMBERT,
HOROWITZ, Does 1 through 5 and GTM, have conspired with each other to cover up
the transfer of Golden Temple assets and keep the knowledge of such transfer hidden
from the entire Sikh Dharma community in order for SOPURKH, PERAIM, RAM,
KARM, and KARTAR to maintain control over UI, SSSC and through them control over
the nonprofit and for profit corporations to their personal benefit.
27.2. On November 6, 2008, RAM sent an e-mail to SOPURKH inquiring why
she was not included in meetings discussing how to address the legal action against UI.
SOPURKH forwarded this e-mail to LAMBERT asking what he had disclosed in order to
respond back to RAM and stating “Looks like we might have a mole . . . talking to Siri
Ram about every move UI makes.” A copy of this e-mail is attached hereto as Exhibit
41. LAMBERT and SOPURKH appear to have been deliberately keeping another
member of the Board of UI in the dark on matters affecting UI and decisions that should
be made by the Board regarding what information should be released to the Khalsa
Council and Sikh Dharma community about the transfer of Golden Temple assets to
GTM.
27.1. On November 12, 2008, SOPURKH, on behalf of UI, sent a
communication to Sikh Dharma asking that Sikh Dharma forward the communication by
e-mail to the members of the Khalsa Council. In this communication, SOPURKH/UI
denies that any assets of Golden Temple have been sold, stating: “We know that some
people are actively saying that members of the Unto Infinity Board (“UI”) are planning
on selling the businesses and taking the money. Some believe this has already happened.
None of this is true. * * * Contrary to the rumors, neither Golden Temple nor Akal have
FIRST AMENDED COMPLAINT
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ever been for sale, and there are no plans to sell the businesses.” A copy of the
November 12, 2008 e-mail is attached hereto as Exhibit 17.
27.2. Plaintiffs are informed and believe and based thereon allege that the
purpose of this communication was to hide the transfer of Golden Temple assets in
furtherance of the conspiracy to maintain control over UI, SSSC and their related
nonprofit and for profit entities.
27.3. On November 12, 2008, in response to SOPURKH’s e-mail to the Khalsa
Council, Dyal Singh sent an e-mail inquiry to SOPURKH asking “So who is on what
board & why? How did they get there & why?” SOPURKH responded “Who is on what
boards is public information and has always been . . .” SOPURKH did not answer the
more significant question, “Why?” A copy of this email is attached hereto as Exhibit 43.
27.4. On November 13, 2008, SatKirin Kaur Khalsa sent an e-mail to
SOPURKH inquiring whether the nonprofits were expected to become self-sufficient.
SOPURKH failed to explain the impact of the transfer of Golden Temple to GTO – that
GTM could sell GTO and eliminate a substantial source of income to the Sikh Dharma
community -- and failed to disclose the 90% gift of Golden Temple assets to GTM. A
copy of this e-mail is attached hereto as Exhibit 44.
27.5. On November 20, 2008, RAM sent an e-mail to LAMBERT’s secretary,
Flo Wade, stating that she would like to come into their office and review UI and SSSC
documents in preparation for the upcoming UI Board meeting the next day. LAMBERT
sent an e-mail back stating “I feel it inappropriate to provide you access to the UI and
SSS Corp documents in my possession without guidance from the entire board.”
LAMBERT denied an existing member of the Board of UI and SSSC access to the
records and documents of those organizations. A copy of this e-mail exchange is
attached hereto as Exhibit 45. Plaintiffs are informed and believe that this was done to
further the cover up of the transfer of Golden Temple assets to GTM.
FIRST AMENDED COMPLAINT
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27.6. Plaintiffs are informed and believe and based thereon allege that RAM
resigned from the Board of UI, because the other members of the Board refused to
address the concerns of the Khalsa Council and the Sikh Dharma community and
perpetuated a cover-up of the true effect of the restructuring of Golden Temple which
“gifted” 90% of Golden Temple to GTM. This belief is based, at least in part, upon the
resignation letter of RAM, a copy of which is attached hereto as Exhibit 46.
27.7. On December 1, 2008, SOPURKH, on behalf of the UI Board, which then
consisted of SOPURKH, KARM, PERAIM and KARTAR, sent an e-mail to the Khalsa
Council stating, “Rest assured that the UI board has no plans to sell the businesses,
period.” A copy of this e-mail is attached hereto as Exhibit 47. SOPURKH failed to
inform the Khalsa Council that it was within GTM’s power to sell GTO, and thereby
eliminate a major source of support for the Sikh Dharma community.
27.8. On December 17, 2008, SOPURKH sent an e-mail to the Khalsa Council
addressing the changes to the governing documents of UI and SSSC attempting to deflect
criticisms regarding changes to the qualifications criteria for membership on the
management boards. A copy of this e-mail is attached hereto as Exhibit 18.
27.9. On April 19, 2009, Amrit Kaur Khalsa (Amrit), Chancellor of Sikh
Dharma International, sent an e-mail to LAMBERT with a list of questions regarding
corporate structure and governance, as well as disbursement of income from the for profit
corporations to the nonprofit corporations and the Sikh Dharma community. A copy of
Amrit’s April 19, 2009 e-mail is attached hereto as Exhibit 19. Amrit specifically asked
LAMBERT: “What is the Golden Temple Management LLC? Why was it created?
Does it hold any interest in Golden Temple presently or in the future, e.g. if the business
is sold?”
27.10. On April 21, 2009, LAMBERT responded to Amrit by e-mail, stating:
“No business conducted by * * * Golden Temple has been sold.” A copy of
FIRST AMENDED COMPLAINT
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LAMBERT’s April 21, 2009, e-mail response to Amrit is attached hereto as Exhibit 20.
Plaintiffs are informed and believe and based thereon allege that the purpose of this
communication was to hide the transfer of Golden Temple assets in furtherance of the
conspiracy to maintain control over UI, SSSC and their related nonprofit and for profit
entities for personal benefit.
27.11. LAMBERT sent a supplemental response to Amrit by e-mail that same
day, April 21, 2009, stating: “In case there is any concern about these matters for the
future, there are no plans of which I am aware to sell Akal, Golden Temple or KIIT
Company.” A copy of LAMBERT’s supplemental e-mail of April 21, 2009, is attached
hereto as Exhibit 21.
27.12. Amrit expected truthful answers from the attorney for Yogi Bhajan’s
various legal entities to enlighten the Sikh Dharma Community as to the true status of the
Golden Temple transaction. It was wholly inappropriate to cover up the transfer of assets
from Golden Temple to GTO after it had taken place.
27.13. The reason for the cover-up was to forestall the overwhelming objections
that would, and did, arise from the Sikh Dharma Community when they discovered that a
major source of their income had been virtually gifted to a handful of insiders. There was
justified outrage and a demand that the transaction be undone and those responsible
removed from their positions.
27.14. On September 25, 2007, LAMBERT sent an e-mail to KARM advising
her how to lie to the Khalsa Council to cover up the transfer of 90% of Golden Temple’s
assets to GTM. He stated, “I suggest the following: ‘KIIT continues to be the owner of
the equity of the Akal and Golden Temple businesses.’ . . . Obviously, a more precise
statement would imply the form of ownership of GT which we intend not to disclose.” A
copy of the September 25, 2007 e-mail is attached hereto as Exhibit 38.
27.15. On November 6, 2008, HOROWITZ sent an e-mail to Kate Freeland,
FIRST AMENDED COMPLAINT
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attorney for beneficiaries under the Will of Yogi Bhajan representing that there had been
no sale of assets of Golden Temple. This communication was in furtherance of the
cover-up of the transfer of assets of Golden Temple from KIIT to GTM for the benefit of
the owners of GTM and in support of the YB Assurances promised to the Board members
of UI for approving the formation of GTO and transfer of 90% of the value of Golden
Temple to GTM. A copy of the e-mail from HOROWITZ is attached hereto as Exhibit
42.
27.16. On February 22, 2010, LAMBERT testified under oath at a court ordered
deposition that his statements in his April 21, 2009 e-mail to Amrit that there was no sale
of Golden Temple were untrue and that he knowingly made those false statements.
27.17. Plaintiffs are informed and believe and based thereon allege that at no time
did SOPURKH, PERAIM, RAM, KARM, KARTAR, KARAM and Does 1 through 5
retain LAMBERT to represent them individually.
27.18. Plaintiffs are informed and believe and based thereon allege that at no time
did SOPURKH, PERAIM, RAM or KARM retain HOROWITZ to represent them
individually.
Plaintiffs Are Excused From Seeking Approval Or Participation
From The Boards Of UI And SSSC
28.
Plaintiffs did not request or seek the participation or approval of the Board of
Managers of UI or the Board of Directors or Trustees of SSSC to bring this derivative
action on behalf of UI and SSSC, because such a request would have been futile given
that all of the Members of the Board have participated in the wrongs herein alleged and
would not have sought redress on behalf of UI or SSSC.
FIRST AMENDED COMPLAINT
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The Defendants Are Accused Of The Following Wrongful Acts
29.
The table below identifies the various types of wrongful conduct and the
Defendants who participated or committed them, all of which are more fully detailed
herein.
Wrongful Conduct
VP of SSSC x x
VP of LYF x x
Failures to disclose joint representation of potentially adverse
interests x x x x
Failure to obtain waivers from adverse parties x x x x
Failing to disclose successor trustees selected by YB x x x
Lying about whether YB provided a list x x x
Failing to give effect to Bibiji's 7/26/2004 appointment as
Manager of UI x x x x x x x
Failure to give notice of UI Board mtgs to Bibiji after 7/26/2004 x x x x x x x
11/17/2004 email denying Plaintiffs appointment to the Boards x x
12/9/2004 letter promising to place Bibiji on UI x x
9/15/2005 corrected memo denying family was on the Boards x x x
1/5/2010 Consent Minutes trying to justify failure to give
7/26/2004 Minutes appointing Bibiji to UI effect x
1/22/2010 Lambert Certification that 7/26/2004 Consent Minutes
had no effect x x
Failing to give Plaintiffs notice of SSSC and UI Board Meetings
after 10/6/2004 x x x x x x x
Fabrication of 10/1/2004 Amendments x x x x x x
Fabrication of 10/2/2004 Amendments x x x x x x
Fabrication of 10/3/2004 Amendments x x x x x x
Fabrication of 10/27/2008 Amendments x x x x x x
Defensive efforts to block Plaintiffs - 03/21/2008 x x x x x x x
Scheme to transfer 90% of GTO to GTM x x x x x x x x x x
Scheme to undervalue GTO x x x x x x
YB Assurances as a vehicle to extinguish Bibiji's right to royalty
income x x x x x x x x x x
YB Assurances as a means of reducing GTO value x x x x x x
Lying about sale of GTO x x x x x x x x x x
Transfer of 90% of KIT BV to GTM for no consideration x x x x x x x x x
Granting excessive compensation to GTM Members x x x x x x x x x x
Granting excessive compensation to UI Board Members x x x x x x x
Sopurkh
Karm
FIRST AMENDED COMPLAINT
Page 32 of 89
Peraim
Ram
Kartar
Lambert
Karam
Schwabe
Horowitz
Lane

* * * * * * * *
FIRST CLAIM FOR RELIEF
(Declaratory Relief)
(By Plaintiffs, on their own behalf, and on behalf of UI and SSSC,
against all Defendants, except KARAM, HOROWITZ AND LANE)
30.
Plaintiffs, on their own behalf, and on behalf of UI and SSSC, hereby reallege, as if
fully set forth, the allegations of paragraphs 1 through 29, inclusive.
31.
An actual controversy exists between Plaintiffs and Defendants in that Plaintiffs
contend that BIBIJI became a Member of the Board of Managers of UI effective July 26,
2004 and that every act by the Board of Managers of UI after July 26, 2004 and all
Amendments to the Operating Agreement of UI after July 26, 2004 are invalid because
they were done without notice to BIBIJI and without her participation. It is expected that
Defendants contend BIBIJI was never a Member of the Board of Managers of UI and that
the acts of Board of Managers and the Amendments to the Operating Agreement after
July 26, 2004 are valid.
32.
A justiciable controversy exists concerning whether BIBIJI is a Member of the Board
of Managers of UI effective July 26, 2004, and whether the acts of the Board of
Managers of UI after July 26, 2004 are valid and whether all Amendments to Operating
Agreement of UI after July 26, 2004 are valid.
33.
Plaintiffs request that the Court issue a judgment declaring the rights and interests of
the parties, including but not limited to the following:
33.1. That BIBIJI has been a Manager of UI from and after July 26, 2004.
33.2. That every act by the Board of Managers of UI after July 26, 2004, and all
actions taken by Defendants as Managers of UI from and after July 26, 2004, are void for
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lack of proper notice.
33.3. That all amendments to the Organization Agreement from and after July
26, 2004 are void for lack of proper notice.
33.4. That Defendants SOPURKH, RAM, PERAIM, KARTAR and KARM
KAUR KHALSA have breached their fiduciary duties and are not fit to serve as
Managers/Members of UI.
33.5. That Defendants SOPURKH, PERAIM, KARTAR and KARM be
removed from the Board of Managers of UI and that Defendant SOPURKH be removed
as President of UI.
33.6. That Plaintiff is the sole remaining legitimate Manager of UI.
34.
An actual controversy exists between Plaintiffs and Defendants in that Plaintiffs
contend that they should have been made members of the Board of Trustees of SSSC
effective October 6, 2004, and that every act by the Board of Trustees and Executive
Committee of SSSC after October 6, 2004 and all Amendments to Articles of
Incorporation or Bylaws of SSSC are invalid because they were done without the
authority of Yogi Bhajan and/or notice to Plaintiffs and without the participation of
Plaintiffs and/or Yogi Bhajan. It is expected that Defendants contend they were never
directed to add Plaintiffs as members of the Board of Trustees of SSSC and that the acts
of Board of Trustees and Executive Committee, and the Amendments to the Articles of
Incorporation and/or Bylaws of SSSC, are valid.
35.
A justiciable controversy exists concerning whether Plaintiffs are members of the
Board of Trustees of SSSC effective October 6, 2004, and whether the acts of the Board
of Trustees and Executive Committee of SSSC after October 6, 2004 are valid and
whether all Amendments to the Articles of Incorporation and/or Bylaws of SSSC after
FIRST AMENDED COMPLAINT
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September 28, 2004 are valid. Plaintiffs request that the Court issue a judgment declaring
that Defendants have breached their fiduciary duties and are not fit to serve as
Managers/Directors and Trustees of SSSC or members of the Executive Committee of
SSSC.
Plaintiffs request that the Court issue a judgment declaring that Plaintiffs are
managers/directors/trustees of SSSC and that every act by the Board of Trustees and
36.
Executive Committee of SSSC after September 28, 2004, including all Amendments to
Articles of Incorporation or Bylaws of SSSC, are invalid and void for lack of proper
notice.
37.
The relief sought in this claim does not involve ecclesiastical decisions or doctrines,
or the removal of any minister or religious practitioner based on religious doctrine or
other religious grounds; but, rather, involves the application of general laws of corporate
governance of charitable and non-profit entities which are controlled by the State law of
corporate governance and the governance of limited liability companies.
* * * * * * * *
SECOND CLAIM FOR RELIEF
(BREACH OF FIDUCIARY DUTY)
(By Plaintiffs on behalf of UI and SSSC against all Defendants,
Except KARAM, HOROWITZ AND LANE)
Plaintiffs, on behalf of UI and SSSC, hereby reallege, as if fully set forth, the
38.
allegations of paragraphs 1 through 37, inclusive.
39.
SOPURKH, PERAIM, RAM, KARTAR and KARM as Managers of UI and/or
Trustees of SSSC, and LAMBERT and SCHWABE as attorneys for UI and SSSC, were
FIRST AMENDED COMPLAINT
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at relevant times in positions of trust and owed a fiduciary duty to deal in utmost good
faith, undivided loyalty and inherent fairness to UI and SSSC.
40.
SOPURKH, PERAIM, RAM, KARTAR and KARM as Managers of UI and/or
SSSC, owed a duty to comply with the Operating Agreement and Amended and Restated
Operating Agreement of UI and Articles of Incorporation and Bylaws of SSSC.
41.
SOPURKH, PERAIM, RAM, KARTAR, and KARM were required to give BIBIJI
notice of all annual and special meetings of the Board of Managers of UI and allow her to
participate in the management of UI pursuant to her position as Manager effective July
26, 2004.
42.
42.1. SOPURKH, LAMBERT, SCHAWABE, PERAIM, RAM, KARTAR and
KARM breached their fiduciary duty to UI as Managers and legal counsel of UI by
falsely representing to BIBIJI and others that BIBIJI was not on the Board of UI when
BIBIJI was already on the Board of UI as of July 26, 2004, and that Plaintiffs were not on
the Board of Trustees of SSSC when LAMBERT knew the persons designated by Yogi
Bhajan and sent a list of 13 of their names to Guru Jagat.
42.2. Plaintiffs are informed and believe that all of the acts of SOPURKH
alleged above were adopted and ratified by RAM, KARM, PERAIM and KARTAR as
members of the Board of UI, and done with the advice and counsel of LAMBERT and
SCHWABE as general counsel for UI and SSSC.
42.3. SOPURKH sent the revised, falsified Memo of Understanding for the
purpose of preventing BIBIJI from exercising her rights as a Manager and Director of UI
in furtherance of the conspiracy with LAMBERT and SCHWABE, PERAIM, RAM,
KARTAR and KARM to keep Plaintiffs from any management role for any of the Yogi
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Bhajan entities.
42.4. RAM’s e-mail to KARM (Exhibit 40) acknowledged the conspiracy
among SOPURKH, PERAIM, RAM, LAMBERT, SCHWABE and KARM, and later
KARTAR, to keep BIBIJI and the other Plaintiffs off of the UI and SSSC Boards.
42.5. LAMBERT and SCHWABE’s participation in the conspiracy to exclude
BIBIJI from the management of UI and SSSC was beyond the scope of his legal
representation of those entities, because UI and SSSC had no interest in excluding
Plaintiffs from participating in its management.
43.
BIBIJI was excluded from the management of UI so that the participants in the
conspiracy could maintain control over UI to personally benefit themselves to the
detriment of UI and SSSC, because BIBIJI would not have agreed to the transfer of major
earning assets of SSSC and UI to the benefit of a handful of managers and would have
exposed the fraud.
44.
SOPURKH, PERAIM, RAM, KARM, LAMBERT, SCHWABE, HOROWITZ,
LANE, KARTAR, KARAM, Does 1 through 5 and GTM, have conspired with each
other to cover up the transfer of Golden Temple assets and keep the knowledge of such
transfer hidden from Plaintiffs and the entire Sikh Dharma community in order for
SOPURKH, PERAIM, KARM, RAM and KARTAR to maintain their control over UI,
SSSC and through them control over the nonprofit and for profit corporations to their
benefit and aggrandizement. Defendants abandoned the mission and purpose of Yogi
Bhajan in creating the corporate structure and entities, which were to benefit the Sikh
Dharma community and to advance and promote his teachings, in order to benefit
themselves.
45.
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LAMBERT, SCHWABE, LANE and HOROWITZ aided and abetted SOPURKH,
PERAIM, RAM, KARM, KARTAR, KARAM, Does 1 through 5 and GTM in their
cover-up of the transfer of asset ownership to GTM, allowing SOPURKH, PERAIM,
RAM, KARM, and KARTAR to maintain control over UI and SSSC, as more
specifically alleged above, but for example, on April 21, 2009, LAMBERT and
SCHWABE sent misleading and deceptive e-mail responses to Amrit’s April 19, 2009
inquiries regarding the transfer of Golden Temple assets, as alleged above, as well as
coaching the UI Board how to lie about the transfer of assets and deceive the Khalsa
Council and Sikh Dharma community. HOROWITZ and LANE sent the communication
to Kate Freeland to cover up the “gift” of assets of Golden Temple to GTM. This
participation in the fraudulent cover-up of the transfer of Golden Temple assets was
beyond the scope of the attorney-client relationship between HOROWITZ / LANE and
KARTAR / KARAM / GTM and constituted the aiding and abetting of fraud.
46.
As a result of Defendants’ breach of fiduciary duty as alleged herein all of the actions
taken by the Board of Managers of UI without notice to and participation by BIBIJI after
July 26, 2004, and all actions taken by the Board of Trustees of SSSC without notice to
Plaintiffs after October 6, 2004, were and are unlawful and void.
47.
Plaintiffs are informed and believe that Defendants have enriched themselves to the
harm of UI, SSSC and their related entities by voting themselves increased remuneration,
which decreased the amount of funds available for SSSC and UI to perform its proper
and authorized functions.
48.
SOPURKH, RAM, KARM, PERAIM, KARTAR, LAMBERT and SCHWABE also
breached their fiduciary duties by conspiring together, aiding and abetting and otherwise
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knowingly participating in promulgating, adopting and filing false and fraudulent
Amendments to Articles of Incorporation and By-Laws for SSSC as purportedly
authorized agents of SSSC, and preparing and executing false and fraudulent Consent
Minutes, as alleged above, misrepresenting that they were the result of votes by the Board
of Managers and/or Trustees at meetings which did not take place or were invalidly held,
all to consolidate power and control over UI and SSSC in SOPURKH, RAM, KARM,
PERAIM and KARTAR to the exclusion of the persons duly selected by Yogi Bhajan in
his capacity as Sole Member and Director of UI and SSSC.
49.
SOPURKH, RAM, KARM, PERAIM, KARTAR, LAMBERT and SCHWABE also
breached their fiduciary duties by conspiring together, aiding and abetting and otherwise
knowingly participating in a scheme to convert the assets of UI and SSSC to their own
benefit by selling such assets at sums well below their fair market values to themselves
and their co-conspirators and by attempting to avoid discovery and accountability by
lying about the transactions to members of the community for which these assets were
dedicated as further alleged herein.
50.
As a direct and proximate result of Defendants’ breach of their fiduciary duty, UI and
SSSC have suffered damages in the amount of $150,000,000. The full extent of damages
is presently unknown and subject to proof at trial, and Plaintiffs will file an amended or
supplemental complaint to allege the full extent of loss when known.
FIRST AMENDED COMPLAINT
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* * * * * * * * *
THIRD CLAIM FOR RELIEF
(FRAUD)
(By Plaintiffs, on their own behalf and on behalf of UI and SSSC,
against all Defendants)
51.
Plaintiffs hereby reallege, as if fully set forth, the allegations of paragraphs 1 through
50, inclusive.
52.
52.1. In or about November 2004 and thereafter defendants SOPURKH and
LAMBERT and SCHWABE, conspired with PERAIM, RAM, KARM, KARTAR Does 1
through 5, and each of them, falsely and fraudulently represented to BIBIJI that she was
not on the Board of Managers of UI and had no management authority at UI. Said
Defendants adopted and ratified the acts of the others in fraudulently excluded BIBIJI
from participation in the management of UI as evidenced by the e-mail from RAM to
KARM, Exhibit 40.
53.
53.1. SOPURKH’s correspondence dated September 15, 2005, the “Corrected”
Memo of Understanding (Exhibit 13), was sent for the purpose of preventing BIBIJI
from exercising her rights as a Manager and Director of UI. In furtherance of their
conspiracy LAMBERT, SCHWABE, PERAIM, RAM, KARTAR and KARM adopted
and ratified the communication by SOPURKH to keep Plaintiffs from any management
role for any of the Yogi Bhajan entities.
53.2. KARTAR later joined the Boards of UI and SSSC and joined in the
conspiracy with SOPURKH, PERAIM, RAM, KARM, LAMBERT and SCHWABE to
exclude BIBIJI and the other Plaintiffs from the UI and SSSC Boards.
53.3. KARTAR adopted and ratified all of the prior acts of the other co-
conspirators, based upon his subsequent acts to exclude BIBIJI and the other Plaintiffs
FIRST AMENDED COMPLAINT
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from participating in the management of any of the Yogi Bhajan entities.
53.4. KARTAR signed Consent Minutes (Exhibit 15) falsely stating that the
July 26, 2004 Consent Minutes appointing BIBIJI to the Board of UI, at a time when he
was not a member of the UI Board, was nullified without ever being put into effect, even
though he had no personal knowledge for the facts claimed, and LAMBERT and
SCHWABE falsely certified the July 26, 2004 Consent Minutes were not operative
(Exhibit 16).
53.5. BIBIJI is informed and believes that LAMBERT and SCHWABE drafted
the false Consent Minutes of January 5, 2010, because at all times LAMBERT and
SCHWABE were the attorneys for UI, and that SOPURKH, KARM and PERAIM all
conspired and agreed to the actions of KARTAR, LAMBERT and SCHWABE to defraud
BIBIJI and adopted and ratified the acts of their co-conspirators based on Exhibit 40.
53.6. Plaintiffs are informed and believe that SOPURKH, PERAIM and KARM
conspired and agreed to adopt the false statements of KARTAR, LAMBERT and
SCHWABE, knowing that they were false because they themselves had signed the
Consent Minutes of July 26, 2004, and to assert BIBIJI was not a Manager or on the
Board of Managers of UI, conspiring with each other to deliberately exclude BIBIJI from
management by, among other things, failing and refusing to give BIBIJI notice of annual
and special meetings of the Board of Managers of UI and taking action without the
participation of BIBIJI.
53.7. The representations made by Defendants were in fact false. The true facts
were that BIBIJI was made a member of the Board of Managers effective July 26, 2004.
53.8. When Defendants made these representations to BIBIJI, they knew them
to be false, and these representations were made by Defendants with the intent to defraud
and deceive BIBIJI and with the intent to deprive BIBIJI of the opportunity to participate
in discussion of issues, voting on issues or other management input or activities at UI.
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53.9. BIBIJI, at the time these representations were made by Defendants, and at
all times thereafter, was ignorant of the falsity of Defendants’ representations and
believed them to be true.
53.10. BIBIJI learned for the first time in or about March 2010 that she was, in
fact, made a Manager of UI and was a member of the Board of Managers effective July
26, 2004.
53.11. In reliance on the false representations of Defendants, BIBIJI was induced
to and did refrain from any management input, decisions or other management activities
at UI.
53.12. Had BIBIJI known the actual facts, and not been excluded by Defendants,
she would have undertaken management duties at UI pursuant to the Operating
Agreement and would have participated in annual and special meetings of UI and voted
on matters before the Board of Managers.
53.13. BIBIJI’s reliance on Defendants’ representations was justified because
Defendants were trusted associates of Yogi Bhajan who had been involved in the
management and legal representation of the various business entities of Yogi Bhajan for
many years.
53.14. LAMBERT and SCHWABE’s participation in the fraudulent
representations to BIBIJI in furtherance of his conspiracy with SOPURKH, PERAIM,
RAM, KARM, KARTAR, Does 1 through 5, and each of them, was beyond the scope of
his duties as legal counsel for UI, because UI is a disinterested third party which had no
interest in excluding BIBIJI from participation in its management.
53.15. As a direct, foreseeable, and proximate result of Defendants’ fraud and
deceit and the facts herein alleged, BIBIJI was improperly excluded from the
management of UI and was not paid the compensation due for service on the Board of
Managers of UI. The full extent of BIBIJI’s damages is presently unknown and subject to
FIRST AMENDED COMPLAINT
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proof at trial, and BIBIBJI will file an amended or supplemental complaint to allege the
full extent of her loss when known.
54.
In or about November 2004 and thereafter defendants SOPURKH, LAMBERT and
SCHWABE, in furtherance of their conspiracy with PERAIM, RAM, KARM, KARTAR,
Does 1 through 5, and each of them, falsely and fraudulently represented to Plaintiffs that
they could not be added to the Board of Trustees of SSSC and that Plaintiffs could have
no management authority at SSSC.
SOPURKH, PERAIM, RAM, KARTAR and KARM acting as the Executive
Committee of SSSC, and LAMBERT as attorney for SSSC, were required to add
55.
Plaintiffs to the Board of Trustees of SSSC and give them notice of all annual and special
meetings of the Board of Trustees and allow them to participate in the management of
SSSC pursuant to Yogi Bhajan’s express direction. Indeed, LAMBERT and SCHWABE
acknowledged Yogi Bhajan had identified thirteen of the fifteen board members of SSSC,
which included BIBIJI and KULBIR (the other two were likely RANBIR and
KAMALJIT). A copy of the email from LAMBERT and SCHWABE to Guru Jagat
identifying the board members identified by Yogi Bhajan is attached hereto as Exhibit 22.
55.1. Contrary to LAMBERT and SCHWABE’s specific knowledge of the
identity of Board members appointed by Yogi Bhajan, on September 1, 2009,
SOPURKH, PERAIM, KARM and KARTAR signed Consent Minutes for SSSC which
stated, “RESOLVED, That the Executing Committee confirms its belief, based on advice
of Roy LAMBERT, counsel designated at Article 6 of the Corporations Restated Bylaws,
that no letter designating an initial Board of Trustees of the Corporation was ever
provided to counsel as anticipated at Section 2.3. Until additional trustees are designated
by the Executive Committee, the Executive Committee will continue to act as the Board
FIRST AMENDED COMPLAINT
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of Trustees of the Corporation.” A copy of the September 1, 2009 SSSC Consent
Minutes is attached hereto as Exhibit 50.
55.2. Plaintiffs are informed and believe that LAMBERT and SCHWABE
prepared the Consent Minutes, because he at all times was acting as counsel for SSSC.
Therefore, LAMBERT and SCHWABE knew when he prepared the September 1, 2009
Consent Minutes that they were fraudulent. LAMBERT and SCHWABE conspired with
and was aiding and abetting the fraudulent acts of SOPURKH, PERAIM, KARM and
KARTAR in excluding Plaintiffs from the Board of SSSC.
56.
56.1. The representations made by Defendants were in fact false. The true facts
were that Plaintiffs could have been made members of the Board of Trustees.
56.2. When Defendants made these representations to Plaintiffs, they knew
them to be false, and these representations were made by Defendants with the intent to
defraud and deceive Plaintiffs and with the intent to deprive Plaintiffs of the opportunity
to participate in discussion of issues, voting on issues or other management input or
activities at SSSC.
56.3. Plaintiffs, at the time these representations were made by Defendants, and
at all times thereafter, were ignorant of the falsity of Defendants’ representations and
believed them to be true.
56.4. In reliance on the false representations of Defendants, Plaintiffs were
induced to and did refrain from any management input, decisions or other management
activities at SSSC.
56.5. Had Plaintiffs known the actual facts, and not been excluded by
Defendants, they would have undertaken management duties at SSSC and would have
participated in annual and special meetings of SSSC and voted on matters before the
Board of Trustees.
FIRST AMENDED COMPLAINT
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56.6. Plaintiffs’ reliance on Defendants’ representations was justified because
Defendants were trusted associates of Yogi Bhajan who had been involved in the
management and legal representation of the various business entities of Yogi Bhajan for
many years. SOPURKH was a trustee of the Harbhajan Singh Khalsa Yogiji and Inderjit
Kaur Puri Living Trust and LAMBERT and SCHWABE were legal counsel to Yogi
Bhajan’s companies for over 25 years.
56.7. As a proximate result of Defendants’ fraud and deceit and the facts herein
alleged, Plaintiffs were improperly excluded from the management of SSSC and were not
paid the compensation due for service on the Board of Trustees of SSSC. The full extent
of Plaintiffs’ damages is presently unknown and subject to proof at trial, and Plaintiffs
will file an amended or supplemental complaint to allege the full extent of their loss when
known.
56.8. As a further result of Defendants’ acts as alleged herein all of the actions
taken by the Board of Managers of UI after July 26, 2006, and by the Board of Trustees
and/or Executive Committee of SSSC after September 28, 2004, are unlawful and void.
57.
Defendants knowingly participated in a scheme to promulgate and adopt false and
fraudulent Amendments to Articles of Incorporation and By-Laws for SSSC,
misrepresenting that they were the result of votes by the Board of Managers/Trustees
and/or Executive Committee at meetings which did not take place or were invalidly held,
all to consolidate power and control over UI and SSSC in themselves and to the exclusion
of the persons duly selected by Yogi Bhajan in his capacity as Sole Member and Director
of UI and SSSC.
57.1. KARTAR, KARAM, HOROWITZ and LANE knowingly participated in a
scheme to convert the assets of UI and SSSC to the benefit of KARTAR, KARAM and
the other owners of GTM by selling or usurping such assets at sums well below their fair
FIRST AMENDED COMPLAINT
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market values to themselves and their co-conspirators and by attempting to avoid
discovery and accountability by lying about the transactions to members of the
community for which these assets were dedicated, as alleged above. KARAM as CFO
and KARTAR as CEO of Golden Temple, with the active aid and assistance of
LAMBERT, SCHWABE, HOROWITZ AND LANE, and the acquiescence and complicit
involvement of SOPURKH, PERAIM, KARM and RAM, participated in creating a
fraudulent and deceptive value for Golden Temple. See Exhibits 26, 28, 33 and 34.
57.2. The representations made by Defendants regarding the state of the
governing documents of UI and SSSC and regarding whether any assets of UI and SSSC
had been sold or were up for sale, as more specifically alleged above, were in fact false.
57.3. When Defendants made these representations to Plaintiffs and others, they
knew them to be false, and these representations were made by Defendants with the
intent to defraud and deceive Plaintiffs, SSSC, UI and the Sikh Dharma community with
the intent to deprive Plaintiffs, SSSC, UI and the community to which UI and SSSC were
dedicated of the opportunity to participate in discussion of issues, voting on issues or
other management input or activities at UI and SSSC and permit Defendants to
consolidate their control over UI and SSSC and to convert the assets of those entities for
their own benefit.
57.4. Plaintiffs, at the time these representations were made by Defendants, and
at all times thereafter, were ignorant of the falsity of Defendants’ representations and
believed them to be true.
57.5. In reliance on the false representations of Defendants, Plaintiffs were
induced to and did refrain from any management input, decisions or other management
activities at UI and SSSC and to accept the Defendants representations thereby being
exposed to Defendants’ conversion and criminal acts.
57.6. Had Plaintiffs known the actual facts, and not been excluded by
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Defendants, they would have undertaken management duties at SSSC and would have
participated in annual and special meetings of SSSC and UI and voted on matters before
the Board of Managers and/or Trustees and could have prevented Defendants conversion
and criminal acts.
57.7. Plaintiffs’ reliance on Defendants’ representations was justified because
Defendants were trusted associates of Yogi Bhajan who had been involved in the
management and legal representation of the various business entities of Yogi Bhajan for
many years. SOPURKH was a trustee of the Harbhajan Singh Khalsa Yogiji and Inderjit
Kaur Puri Living Trust and LAMBERT was legal counsel to Yogi Bhajan’s companies
for over 25 years. KARTAR and KARAM ran one of UI’s most profitable businesses.
KARM, RAM and PERAIM were all trusted assistants of Yogi Bhajan.
58.
As a proximate result of Defendants’ fraud and deceit and the facts herein alleged,
Plaintiffs were improperly excluded from the management of SSSC and UI, and UI and
SSSC have been pillaged and their assets have been embezzled to their damage in the
sum of $150,000,000. The full extent of Plaintiffs’ damages is presently unknown and
subject to proof at trial, and Plaintiffs will file an amended or supplemental complaint to
allege the full extent of their loss when known.
59.
In doing the acts herein alleged, Defendants acted with oppression, fraud, and malice.
Plaintiffs reserves their right to file an amended or supplemental complaint seeking
punitive damages in a sum sufficient to punish Defendants and set them as an example to
others.
FIRST AMENDED COMPLAINT
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* * * * * * * * * *
FOURTH CLAIM FOR RELIEF
NEGLIGENT MISREPRESENTATION
(By Plaintiffs, on their own behalf and on behalf of UI and SSSC,
against all Defendants)
60.
Plaintiffs hereby reallege, as if fully set forth, the allegations of paragraphs 1 through
59, inclusive.
61.
As more specifically alleged in the prior paragraphs incorporated herein, in or about
November 2004 and thereafter defendants SOPURKH, LAMBERT and SCHWABE, in
furtherance of their conspiracy with PERAIM, RAM, KARM, KARTAR, Does 1 through
5, and each of them, represented to BIBIJI that she was not on the Board of Managers of
UI and had no management authority at UI.
61.1. The representations made by Defendants were in fact false. The true facts
were that BIBIJI was made a member of the Board of Managers effective July 26, 2004.
61.2. When Defendants made these representations to BIBIJI, they had no
reasonable ground for believing them to be true.
61.3. BIBIJI, at the time these representations were made by Defendants, and at
all times thereafter, was ignorant of the falsity of Defendants’ representations and
believed them to be true.
61.4. In reliance on the false representations of Defendants, BIBIJI was induced
to and did refrain from any management input, decisions or other management activities
at UI.
61.5. Had BIBIJI known the actual facts, and not been excluded by Defendants,
she would have undertaken management duties at UI pursuant to the Operating
Agreement and would have participated in annual and special meetings of UI and voted
on matters before the Board of Managers.
FIRST AMENDED COMPLAINT
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61.6. BIBIJI’s reliance on Defendants’ representations was justified because
Defendants were all trusted associates of Yogi Bhajan who had been involved in the
management and legal representation of the various business entities of Yogi Bhajan for
many years.
61.7. As members of the Board of Managers of UI and as the Executive
Committee of SSSC, SOPURKH, RAM, KARM, PERAIM and KARTAR had a special
relationship with and owed fiduciary duties toward BIBIJI as a duly appointed Manager
of UI and Plaintiffs as appointed members of the Board of Trustees of SSSC and UI, and
had a special relationship with and owed fiduciary duties and duties of loyalty to UI and
SSSC. Moreover, SOPURKH owed a fiduciary duty to BIBIJI as a Trustee of the
Harbhajan Singh Khalsa Yogiji and Inderjit Kaur Puri Living Trust.
61.8. Defendants KARTAR and KARAM, as CEO and CFO of Golden Temple
were in a special relationship with BIBIJI in that they knew the License Agreement for
the YOGI related marks was part of Yogi Bhajan’s estate planning to provide support for
BIBIJI and for Yogi Bhajan’s cadre of assistants in the event of his death, and that they
thereby controlled the source of their livelihood based on the royalties from the
trademark license to Golden Temple granted by the Harbhajan Singh Khalsa Yogiji and
Inderjit Kaur Puri Living Trust.
61.9. KARTAR and KARAM pulled the rug out from under Yogi Bhajan’s
widow by cancelling the trademark license and claiming ownership of the very
trademarks Golden Temple had licensed from the Living Trust, forcing BIBIJI to sue to
enforce her rights, while at the same time arranging to fund the “YB Assurances to fulfill
their obligations to Yogi Bhajan’s assistants.”
61.10. As legal counsel for UI and SSSC, LAMBERT and SCHWABE had a
special relationship with and owed fiduciary duties toward and duties of loyalty to UI and
SSSC.
FIRST AMENDED COMPLAINT
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61.11. SOPURKH was a trustee of the Harbhajan Singh Khalsa Yogiji and
Inderjit Kaur Puri Living Trust and LAMBERT was legal counsel to Yogi Bhajan’s
companies for over 25 years.
61.12. As a proximate result of Defendants’ misrepresentations and the facts
herein alleged, plaintiff was improperly excluded from the management of UI and was
not paid the compensation due for service on the Board of Managers of UI. The full
extent of BIBIJI’s damages is presently unknown and subject to proof at trial, and
BIBIBJI will file an amended or supplemental complaint to allege the full extent of her
loss when known.
61.13. As a further result of Defendants’ acts as alleged herein all of the actions
taken by the Board of Managers after July 26, 2004 without notice to and participation by
BIBIJI were and are unlawful and void.
62.
In or about November 2004 and thereafter defendants SOPURKH and LAMBERT, in
furtherance of their conspiracy with PERAIM, RAM, KARM, KARTAR, Does 1 through
5, and each of them, represented to Plaintiffs, BIBIJI, RANBIR, KAMALJIT and
KULBIR that they could not be added to the Board of Trustees of SSSC and could have
no management authority at SSSC.
62.1. The representations made by SOPURKH, LAMBERT and SCHWABE
were in fact false. The true facts were that Plaintiffs could have been made members of
the Board of Trustees of SSSC and were in fact members of the Board of Trustees of
SSSC, having been identified as such to LAMBERT and SCHWABE in writing by Yogi
Bhajan. PERAIM, RAM, KARM, KARTAR and Does 1 through 5, and each of them,
adopted and ratified the false representations of SOPURKH, LAMBERT and
SCHWABE in furtherance of their conspiracy to exclude Plaintiffs from their rightful
management positions with the Yogi Bhajan entities, as evidenced by Exhibit 40.
FIRST AMENDED COMPLAINT
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62.2. When Defendants made and/or adopted and ratified these representations
to Plaintiffs, they had no reasonable grounds to believe the representations were true.
62.3. Plaintiffs, at the time these representations were made by Defendants, and
at all times thereafter, were ignorant of the falsity of Defendants’ representations and
believed them to be true.
62.4. In reliance on the false representations of Defendants, Plaintiffs were
induced to and did refrain from any management input, decisions or other management
activities at SSSC.
62.5. Had Plaintiffs known the actual facts, and not been excluded by
Defendants, they would have undertaken management duties at SSSC and would have
participated in annual and special meetings of SSSC and voted on matters before the
Board of Trustees.
62.6. Plaintiffs’ reliance on Defendants’ representations was justified because
Defendants were trusted associates and confidants of and counsel to Yogi Bhajan who
had been involved in the management and legal representation of the various business
entities of Yogi Bhajan for many years. Furthermore, as fellow members of the Board of
Trustees of SSSC Defendants owed fiduciary duties and duties of loyalty to Plaintiffs and
to SSSC.
63.
As a proximate result of Defendants’ misrepresentations herein alleged, Plaintiffs
were improperly excluded from the management of SSSC and were not paid the
compensation due for service on the Board of Trustees of SSSC to their damage in the
sum of $100,000. The full extent of Plaintiffs’ damages is presently unknown and
subject to proof at trial, and Plaintiffs will file an amended or supplemental complaint to
allege the full extent of their loss when known.
64.
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As a further result of Defendants’ acts as alleged herein all of the actions taken by the
Board of Trustees and/or Executive Committee after September 28, 2004 taken without
notice to Plaintiffs were and are unlawful and void.
Defendants negligently promulgated and adopted Amendments to Articles of
65.
Incorporation and By-Laws for SSSC, misrepresenting that they were the result of votes
by the Board of Managers/Trustees and/or Executive Committee at meetings which did
not take place or were invalidly held, which resulted in the consolidation of power and
control over UI and SSSC in themselves and to the exclusion of the persons duly selected
by Yogi Bhajan in his capacity as Sole Member and Director of UI and SSSC.
Defendants had no reasonable grounds to believe their representations were true.
65.1. Defendants also negligently participated in a scheme to transfer assets of
UI and SSSC to GTM which were valued at sums well below their fair market values and
thereafter made statements about the transactions to members of the community for
which these assets were dedicated, as more specifically alleged in the prior paragraphs
incorporated herein, without any reasonable grounds to believe those statements were
true.
65.2. The representations made by Defendants regarding the state of the
governing documents of UI and SSSC and regarding whether any assets of UI and SSSC
had been sold or were up for sale were in fact false.
65.3. When Defendants made these representations to Plaintiffs, they had no
reasonable grounds to believe they were true.
65.4. Plaintiffs, at the time these representations were made by Defendants, and
at all times thereafter, were ignorant of the falsity of Defendants’ representations and
believed them to be true.
65.5. In reliance on the false representations of Defendants, Plaintiffs were
FIRST AMENDED COMPLAINT
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induced to and did refrain from any management input, decisions or other management
activities at UI and SSSC and to accept the Defendants representations thereby being
exposed to Defendants conversion and criminal acts.
65.6. Had Plaintiffs known the actual facts, and not been excluded by
Defendants, they would have undertaken management duties at SSSC and would have
participated in annual and special meetings of SSSC and UI and voted on matters before
the Board of Managers and/or Trustees and could have prevented the acts complained of
herein.
65.7. Plaintiffs’ reliance on Defendants’ representations was justified because
Defendants were trusted associates and confidants of, and counsel to Yogi Bhajan who
had been involved in the management and legal representation of the various business
entities of Yogi Bhajan for many years.
65.8. RAM, KARM, PERAIM, SOPURKH, KARTAR, LAMBERT and
SCHWABE all owed fiduciary duties and duties of loyalty to SSSC and to Plaintiffs as
members of the Board of Trustees duly appointed by Yogi Bhajan in writing to
LAMBERT, which LAMBERT later falsely denied.
66.
As a proximate result of Defendants’ negligent misrepresentations and the facts
herein alleged, Plaintiffs were improperly excluded from the management of SSSC and
UI and the assets of UI and SSSC have been have been lost to the damage of UI and
SSSC in the sum of $150,000,000. The full extent of Plaintiffs’ damages is presently
unknown and subject to proof at trial, and Plaintiffs will file an amended or supplemental
complaint to allege the full extent of their loss when known.
FIRST AMENDED COMPLAINT
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* * * * * * * * * *
FIFTH CLAIM FOR RELIEF
TORTIOUS INTERFERENCE WITH PROSPECTIVE
ECONOMIC ADVANTAGE
(By Plaintiffs against all Defendants
except UI, SSSC, KARAM, HOROWITZ AND LANE)
67.
Plaintiffs hereby reallege, as if fully set forth, the allegations of paragraphs 1
through 66, inclusive.
68.
Defendants SOPURKH, PERAIM, RAM and KARM were aware that BIBIJI had
been appointed to the Board of Managers of UI effective July 26, 2004, because they
signed the Consent Minutes of the Board of Managers of UI that appointed her to the
Board.
68.1. LAMBERT and SCHWABE was aware of BIBIJI’s appointment because,
BIBIJI is informed and believes and based thereon alleges that, LAMBERT and
SCHWABE, as counsel for UI, prepared the Minutes evidencing BIBIJI’s appointment to
the Board of Managers of UI.
68.2. Despite their awareness of BIBIJI’s appointment as a Manager of UI,
Defendants conspired and agreed together and with KARTAR to exclude BIBIJI from
any participation in the management of UI and did not inform BIBIJI of her appointment
as a Manager. LAMBERT and SCHWABE’s participation in the conspiracy was beyond
the scope of his representation of UI, because UI, as a disinterested third party, had no
interest in excluding BIBIJI from its management. The participation of KARM, RAM,
PERAIM, KARTAR and SOPURKH was beyond the course and scope of their duties as
Board members of UI and SSSC and they performed their acts for their own personal
gain, using their position of authority over UI and SSSC to transfer assets to themselves
and adopting and ratifying the unlawful actions of each other in doing so.
FIRST AMENDED COMPLAINT
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68.3. Defendants then acted together to conceal the true facts from BIBIJI, to
fail to give her notice of meetings, deny her the opportunity to receive information about
UI’s operations, status and workings and to prevent her from exercising her voting rights.
69.
As a direct, foreseeable and proximate result of Defendant’s interference, BIBIJI
was precluded from receiving any compensation she would have derived as a Manager of
UI, and has suffered damage in the sum of $100,000. The full extent of BIBIJI’s
damages is presently unknown and subject to proof at trial, and BIBIBJI will file an
amended or supplemental complaint to allege the full extent of her loss when known.
70.
Defendants LAMBERT, SCHWABE, SOPURKH, PERAIM, RAM and KARM
were aware that Plaintiffs, BIBIJI, RANBIR, KAMALJIT and KULBIR, were to be
appointed to the Board of Trustees of SSSC, because of the written instruction of Yogi
Bhajan that upon his death the persons on the list he had prepared were to be added to the
Board. Furthermore, SOPURKH issued a Memorandum of Understanding that indicated
Plaintiffs were to be appointed to the Board of SSSC.
70.1. LAMBERT and SCHWABE were aware of Plaintiffs’ prospective
appointment because he was in possession of the list from Yogi Bhajan. Plaintiffs are
informed and believe and based thereon alleges that LAMBERT and SCHWABE also
participated in discussions relating to the Memorandum of Understanding evidencing
Plaintiffs’ prospective appointment to the Board of Trustees of SSSC.
70.2. Despite their awareness of Plaintiffs’ prospective appointment to the
Board of Trustees of SSSC, Defendants conspired and agreed together to exclude
Plaintiffs from any participation in the management of SSSC. LAMBERT and
SCHWABE’s participation in excluding Plaintiff’s was beyond the scope of his
representation of SSSC, because SSSC is a disinterested third party and had no interest in
FIRST AMENDED COMPLAINT
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excluding Plaintiffs from participating in its management.
70.3. The participation of KARM, RAM, PERAIM, KARTAR and SOPURKH
was beyond the course and scope of their duties as Board members of UI and SSSC and
they performed their acts for their own personal gain to control SSSC and UI to transfer
assets to benefit themselves at the expense of UI and SSSC and the Sikh Dharma
community.
70.4. Defendants then acted together to conceal the true facts from Plaintiffs, to
fail to give them notice of meetings, deny them the opportunity to receive information
about SSSC’s operations, status and workings and to prevent them from exercising their
voting rights.
70.5. Defendants knowingly participated in an illegal scheme to promulgate and
adopt false and fraudulent Amendments to Articles of Incorporation and By-Laws for
SSSC, misrepresenting that they were the result of votes by the Board of Managers,
Trustees and/or Executive Committee at meetings which did not take place or were
invalidly held, all to consolidate power and control over UI and SSSC in themselves and
to the exclusion of the persons duly selected by Yogi Bhajan in his capacity as Sole
Member and Director of UI and SSSC.
70.6. Defendants also knowingly participated in an illegal scheme to convert the
assets of UI and SSSC to their own benefit by selling such assets at sums well below their
fair market values to themselves and their co-conspirators and by attempting to avoid
discovery and accountability by lying about the transactions to members of the
community for which these assets were dedicated. Defendants then acted together to
conceal the true facts from Plaintiffs, to fail to give them notice of meetings, deny them
the opportunity to receive information about the operations, status and workings of UI
and SSSC and to prevent them from exercising their voting rights.
71.
FIRST AMENDED COMPLAINT
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As a direct, foreseeable and proximate result of Defendant’s interference, Plaintiffs
were precluded from participating as Members/Trustees, receiving any compensation
they would have derived as a Manager/Trustee of UI or SSSC, taking action to preserve
and protect the assets of UI and SSSC and have suffered damages in the sum of
$150,000,000. The full extent of Plaintiffs’ damages is presently unknown and subject to
proof at trial.
72.
In doing the acts herein alleged, Defendants acted with oppression, fraud, and malice,
and Plaintiffs reserve their right under Oregon law to file an amended complaint seeking
an award of punitive damages.
* * * * * * * *
SIXTH CLAIM FOR RELIEF
(CONVERSION)
(By Plaintiffs for and on behalf of UI and SSSC
against SOPURKH, PERAIM, RAM, KARTAR and KARM)
73.
Plaintiffs, for and on behalf of UI and SSSC, hereby reallege, as if fully set forth, the
allegations of paragraphs 1 through 72, inclusive.
74.
Defendants knowingly participated in a scheme to promulgate and adopt false and
fraudulent Amendments to Articles of Incorporation and By-Laws for SSSC,
misrepresenting that they were the result of votes by the Board of Trustees at meetings
which did not take place or were invalidly held, all to consolidate power and control over
SSSC in themselves and to the exclusion of the persons duly selected by Yogi Bhajan in
his capacity as Sole Member and Director of UI and SSSC.
75.
FIRST AMENDED COMPLAINT
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Defendants also knowingly participated in a scheme to convert the assets of UI and
SSSC to their own benefit by selling such assets at sums well below their fair market
values to themselves and their co-conspirators and by attempting to avoid discovery and
accountability by lying about the transactions to members of the community for which
these assets were dedicated.
76.
When Defendants made these representations to Plaintiffs, they knew them to be
false, and these representations were made by Defendants with the intent to defraud and
deceive Plaintiffs and with the intent to deprive Plaintiffs and the community to which UI
and SSSC were dedicated of the opportunity to participate in discussion of issues, voting
on issues or other management input or activities at UI and SSSC and permit Defendants
to consolidate their control over UI and SSSC and to convert the assets of those entities
for their own benefit.
77.
Defendants have obtained assets of UI and SSSC through their fraud and deceit and
have exercised control and dominion over such converted assets to the exclusion of UI
and SSSC. UI and SSSC have been pillaged and their assets have been embezzled by
Defendants.
78.
Defendants SOPURKH, PERAIM, RAM, KARTAR and KARM conspired together
and agreed to exclude Plaintiffs from the Boards of UI and SSSC (Exhibit 40) so that
they could approve raises for themselves and obtain other benefits as well as sale or
transfer of other assets owned by or controlled by UI and SSSC, including, but not
limited to, all of the assets of Golden Temple, for their own profit and benefit.
79.
As a direct, foreseeable and proximate result of Defendants’ wrongful acts UI and
FIRST AMENDED COMPLAINT
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SSSC have suffered damages in the sum of $150,000,000. The full extent of damages is
presently unknown and subject to proof at trial.
to continue to perform legal services, including all of the legal work to formulate and
FIRST AMENDED COMPLAINT
Page 59 of 89
80.
In doing the acts herein alleged, Defendants acted with oppression, fraud, and malice.
Plaintiffs reserve their right to file an amended complaint seeking an award of punitive
damages in accordance with applicable Oregon law.
* * * * * * * * *
SEVENTH CLAIM FOR RELIEF
UNJUST ENRICHMENT
(By Plaintiffs and Derivatively By UI and SSSC against all Defendants)
81.
Plaintiffs hereby reallege, as if fully set forth, the allegations of paragraphs 1 through
80, inclusive.
82.
Defendants knowingly participated in a scheme to promulgate and adopt false and
fraudulent Amendments to Articles of Incorporation and By-Laws for SSSC,
misrepresenting that they were the result of votes by the Board of Managers and/or
Trustees at meetings which did not take place or were invalidly held, all to consolidate
power and control over UI and SSSC in themselves and to the exclusion of the persons
duly selected by Yogi Bhajan in his capacity as Sole Member and Director of UI and
SSSC. (Exhibits 22 & 40).
83.
SOPURKH, RAM, KARM, PERAIM and KARTAR sought to exclude Plaintiffs so
they could increase their income and usurp the property of UI and SSSC for themselves.
84.
LAMBERT, SCHWABE, HOROWITZ and LANE aided and abetted them in order

implement the plan to transfer the assets of UI and SSSC to KARTAR, KARAM and the
other members of GTM and reap the benefits of that unlawful, deceitful and fraudulent
work through SCHWABE and LANE.
85.
Defendants also knowingly participated in a scheme to convert the assets of UI and
SSSC to their own benefit by selling such assets at sums well below their fair market
values to themselves and their co-conspirators and by attempting to avoid discovery and
accountability by lying about the transactions to members of the community for which
these assets were dedicated as alleged above.
86.
LAMBERT, SCHWABE, HOROWITZ and LANE participated in the fraud by
planning and implementing the transfer of assets and then formulating responses to cover
up the wrongs when questions began to arise.
87.
Defendants then acted together to conceal the true facts from Plaintiffs, to fail to give
them notice of meetings, deny them the opportunity to receive information about
operations, status and workings of UI and SSSC and to prevent them from exercising
their voting rights. Plaintiffs are informed and believe and based thereon allege that
Defendants SOPURKH, PERAIM, RAM, KARTAR and KARM voted themselves
increased compensation which was unjustified and exorbitant, and transferred assets of
UI and/or SSSC for the benefit of themselves or others without proper compensation to
UI and/or SSSC in breach of their duty to UI and SSSC.
88.
Defendants SOPURKH, PERAIM, RAM, KARTAR and KARM were aware that
their actions as described herein unduly benefitted them at the expense of Plaintiffs, UI
and SSSC. They deliberately conspired to exclude Plaintiffs from the Boards of UI and
FIRST AMENDED COMPLAINT
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SSSC in order to be able to complete their schemes to benefit themselves at the expense
of UI and SSSC.
89.
KARTAR, KARAM, LAMBERT, SCHWABE, HOROWITZ and LANE put together
the plan to transfer 90% of Golden Temple to GTM and implemented the YB Assurances
to induce PERAIM, RAM, KARM and SOPURKH to go along with the plan to allow
KARTAR, KARAM and the other GTM owners to abscond with a major source of
funding for the Sikh Dharma community for their own benefit and vote to approve the
transaction, because KARTAR would have to recuse himself from voting. Moreover,
PERAIM recused herself as well, because she and KARTAR were involved in a
relationship. Therefore the vote was left to SOPURKH and RAM who were part of YB
Assurances. The email from KARAM to KARTAR date June 14, 2007, discusses that
“Sopurkh will have to work out the details of selling the [YB Assurances] arrangement to
all members. Also going to have to figure out how to get Siri Karm in there.” See
Exhibit 28.
90.
As a direct, foreseeable and proximate result of Defendant’s interference, Plaintiffs
were precluded from participating in management, receiving any compensation they
would have derived as a Manager/Trustee of UI or SSSC, taking action to preserve and
protect the assets of UI and SSSC and have suffered damages in the sum of
$150,000,000. The full extent of Plaintiffs’ damages is presently unknown and subject to
proof at trial, and Plaintiffs will file an amended or supplemental complaint to allege the
full extent of their loss when known.
91.
It would be inequitable and unjust to allow Defendants SOPURKH, PERAIM, RAM,
KARTAR and KARM to retain those benefits they received as described above, and for
FIRST AMENDED COMPLAINT
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LAMBERT SCHWABE, HOROWITZ and LANE to retain the attorney’s fees they
received to plot and implement the plan to usurp the assets of UI and SSSC for the
benefit of the owners of GTM. Said Defendants should be ordered to disgorge their ill-
gotten gain and reimburse UI and/or SSSC for those assets which were transferred
improperly to Defendants or others.
* * * * * * * * *
EIGHTH CLAIM FOR RELIEF
VIOLATION OF THE FEDERAL AND OREGON RACKETEER INFLUENCED
AND CORRUPT ORGANIZATIONS ACT
(By Plaintiffs, on their own behalf and on behalf of UI and SSSC,
against all Defendants)
92.
Plaintiffs hereby reallege, as if fully set forth, the allegations of paragraphs 1
through 91, inclusive.
THE ENTERPRISES
Enterprise A
93.
Enterprise A consists of Defendants SOPURKH, PERAIM, RAM, KARM,
LAMBERT and SCHWABE, KARTAR and Does 1 through 5.
Enterprise B
Enterprise B consists of KARTAR, KARAM and Does 1 through 5.
94.
Enterprise C
95.
Enterprise C consists of Golden Temple Management LLC. and Does 1 through 5.
FIRST AMENDED COMPLAINT
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Enterprise D
96.
Enterprise D consists of UI and all of the nonprofit and for profit corporations and
entities UI controls.
Enterprise E consists of SSSC.
Enterprise E
97.
PATTERN OF RACKETEERING ACTIVITY
Defendants, KARTAR, KARAM LAMBERT, SCHWABE,
HOROWITZ and LANE and Does 1 through 5
Count 1: Violation of 18 U.S.C. §1962(a) and ORS 166.720(1)
98.
Defendants KARTAR, KARAM, LAMBERT, SCHWABE, HOROWITZ and LANE
and Does 1 through 5 have engaged in a pattern of racketeering activity, in violation of
18 U.S.C. § 1962(a) and ORS 166.720(1) as hereafter alleged.
99.
Defendants KARTAR, KARAM, LAMBERT, SCHWABE, HOROWITZ and LANE
and Does 1 through 5 have engaged in a pattern of racketeering activity, specifically mail
fraud, in violation of 18 U.S.C. §1341, and ORS 166.715(6)(b) as follows:
99.1. Plaintiffs are informed and believe and based thereon allege that
Defendants KARTAR, KARAM , LAMBERT, SCHWABE, HOROWITZ and LANE
and Does 1 through 5, provided false financial information and withheld other material
information regarding the actual condition of Golden Temple Foods in documents
transmitted through the U.S. mails to a business appraiser for the purpose of obtaining an
undervaluation of the Golden Temple Foods business. This belief is based on the fact
that KARAM was CFO of Golden Temple and KARTAR was CEO, and on Exhibits 26,
28, 33, 34 & 51. Plaintiffs believe that additional evidence will be obtained through the
FIRST AMENDED COMPLAINT
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discovery process.
99.2. This was done for the purpose of acquiring the assets of Golden Temple
for less than their true market value and forming Enterprise C.
100.
Defendants KARTAR, KARAM, LAMBERT, SCHWABE, HOROWITZ and
LANE and Does 1 through 5 have engaged in a pattern of racketeering activity,
specifically wire fraud, in violation of 18 U.S.C. §1343 and ORS 166.715(6)(b) by:
100.1. Plaintiffs are informed and believe and based thereon allege that
Defendants KARTAR, KARAM , LAMBERT, SCHWABE, HOROWITZ and LANE
and Does 1 through 5, provided false financial information and withheld other material
information regarding the actual condition of Golden Temple Foods in emails to and
telephone conversations with a business appraiser for the purpose of obtaining an
undervaluation of the Golden Temple Foods business. This belief is based on the fact
that KARAM was CFO of Golden Temple and KARTAR was CEO, and on Exhibits 26,
28, 33, 34 & 51. Plaintiffs believe that additional evidence will be obtained through the
discovery process.
100.2. This was done for the purpose of acquiring the assets of Golden Temple
for less than their true market value and forming Enterprise C.
Count 2
Violation of 18 U.S.C. §1962(b) and ORS 166.720(2)
101.
Defendants KARTAR, KARAM, and Does 1 through 5 have engaged in a pattern of
racketeering activity in violation of 18 U.S.C.§ 1962(b) and ORS 166.720(2) by:
101.1. Plaintiffs are informed and believe and based thereon allege that
Defendants KARTAR, KARAM and Does 1 through 5 acquired, maintained and
controlled Enterprises B & C through the pattern of racketeering activity described
FIRST AMENDED COMPLAINT
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above. Enterprise C sells food and beverage products in interstate commerce.
101.2. Defendants conspired with each other to conceal their acquisition of
Enterprise C from BIBIJI and the Sikh Dharma community based on Exhibits 13, 17, 18,
20, 21, 38, 40, 41, 42, 43, 44, 45, 46, 47, & 50.
Count 3
Violation of 18 U.S.C. §1962(c) and ORS 166.720(3)
101.3. Defendants KARTAR, KARAM, and Does 1 through 5 have engaged in a
pattern of racketeering activity, in violation of 18 U.S.C. § 1962(c) and OR 166.720(3) as
follows:
101.4. Defendants KARTAR, KARAM and Does 1 through 5 are employed by
Enterprise C, which sells food and beverage products in interstate commerce.
101.5. Plaintiffs are informed and believe and based thereon allege that
Defendants KARTAR, KARAM and Does 1 through 5 have conducted and/or
participated in Enterprise C through a pattern of racketeering activity as alleged above,
and in that said defendants have restructured the business model of the Peace Cereals
division to lower the value of the business to attract a buyer for that division while
representing through mail and emails to UI and the Sikh Dharma community that it is
endeavoring to maximize its earnings to benefit the Sikh Dharma community.
Count 4
Violation of 18 U.S.C. §1962(d) and ORS 166.720(4)
102.
Defendants KARTAR, KARAM, LAMBERT, SCHWABE, HOROWITZ and LANE
and Does 1 through 5 have engaged in a pattern of racketeering activity in violation of 18
U.S.C. § 1962(d) and ORS 166.720(4) as follows:
103.
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Plaintiffs are informed and believe and based thereon allege that Defendants
KARTAR, KARAM and Does 1 through 5 conspired with each other to violate 18 U.S.C.
§§1962(a) through (c) and ORS 166.720(1) through (3) as alleged herein.
PATTERN OF RACKETEERING ACTIVITY
Defendants SOPURKH, PERAIM, RAM, KARM,LAMBERT, KARTAR and Does
1 through 5
Count 1
Violation of 18 U.S.C. § 1962(b) and ORS 166.720(2).
104.
Defendants SOPURKH, PERAIM, RAM, KARM, LAMBERT, SCHWABE,
KARTAR, and Does 1 through 5 have engaged in a patter of racketeering activity, in
violation of 18 U.S.C. § 1962(b) and ORS 166.720(2) as hereafter alleged.
105.
Defendants SOPURKH, PERAIM, RAM, KARM, LAMBERT, SCHWABE,
KARTAR, and Does 1 through 5 have engaged in a pattern of racketeering, specifically
mail fraud, in violation of 18 U.S.C. § 1341 and ORS 166.715(6)(b) by:
105.1. On December 9, 2004, in furtherance of the efforts of Defendants
SOPURKH, PERAIM, RAM, KARM, LAMBERT, SCHWABE, KARTAR and Does 1
through 5 to exclude BIBIJI from the Board of Managers of UI and consolidate control
over UI and SSSC in themselves (see Exhibit 40), LAMBERT and SCHWABE, sent a
letter to BIBIJI’s attorney, Robert P. Worcester, stating “[i]t is the intent of the leadership
of Unto Infinity to make the appropriate arrangement to get BIBIJI the information she
wants and to elect her to the Unto Infinity, LLC board in due time and once various
confidentiality and other legal documents have been executed by her.” See Exhibit 11.
105.2. LAMBERT and SCHWABE knew BIBIJI was already on the Board of UI
through conversations with SOPURKH and based on the Memorandum of Understanding
(“MOU”) from SOPURKH to RANBIR dated October 18, 2004 which was cc’d to
FIRST AMENDED COMPLAINT
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LAMBERT. The MOU stated BIBIJI was already on the UI Board. See Exhibit 7.
106.
Defendants SOPURKH, PERAIM, RAM, KARM, LAMBERT, SCHWABE,
KARTAR, and Does 1 through 5 have engaged in a pattern of racketeering, specifically
wire fraud, in violation of 18 U.S.C. § 1343 and ORS 166.715(6)(b) by:
106.1. Defendants SOPURKH, PERAIM, RAM, KARM, LAMBERT,
SCHWABE, KARTAR and Does 1 through 5 engaged in a series of communications via
email and telephone with the intent to deceive and defraud Plaintiffs and the entire Sikh
Dharma community regarding the participation of Plaintiffs in the management of UI and
SSSC and to cover up the sale of Golden Temple to Golden Temple Management LLC,
KARTAR, KARAM and Does 1 through 5.
themselves.
106.2. These acts were done to consolidate control over UI and SSSC in
106.3. SOPURKH left a voicemail message with RANBIR shortly after Yogi
Bhajan’s death stating that she had discussed with LAMBERT and SCHWABE all of the
appointments of Plaintiffs on the various boards and the only thing remaining was to
check on issues relating to the Board of Directors for Akal Security, but that everything
was fine and going forward as to appointments to the SSSC and UI boards. See Exhibit
52.
106.4. Despite the unanimous written consent of the Board of Managers of UI on
July 26, 2004 which added BIBIJI to the Board of Managers of UI effective immediately,
on November 17, 2004 LAMBERT and SCHWABE sent an email to BIBIJI stating that
“security clearance questions have not yet been answered” and rejecting the prior
acknowledgment that RANBIR, KAMALJIT and KULBIR would be placed on the
management boards. See Exhibit 9.
106.5. On or about September 15, 2005, SOPURKH, through Shakti Parwha
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Kaur Khalsa, sent an email to BIBIJI with a deliberately and willfully contrived claim
that the October 18, 2004 MOU was in error. See Exhibit 13
106.6. On September 25, 2007, LAMBERT and SCHWABE sent an email to
KARM instructing her how to respond to inquiries about the transfer of Golden Temple
assets to GTM, stating “I suggest the following: ‘KIIT continues to be the owner of the
equity of the Akal and Golden Temple businesses.’ . . . Obviously, a more precise
statement would imply the form of ownership of GT [Golden Temple] which we intend
not to disclose.” See Exhibit 38.
106.7. On November 12, 2008, SOPURKH, on her own behalf and on behalf of
her co-conspirators RAM, KARM, PERAIM, KARTAR and ostensibly UI, sent a
communication to Sikh Dharma asking that Sikh Dharma forward the communication by
email to the members of the Khalsa Council. In this communication, SOPURKH denies
on behalf of her co-conspirators that any assets of Golden Temple have been sold, in an
effort to cover up the sale. See Exhibits 17 & 43.
106.8. On December 1, 2008 SOPURKH, on behalf of herself and her co-
conspirators KARM, PERAIM, KARTAR and ostensibly UI, sent a communication to
the Khalsa Council stating, “Rest assured that the UI board has no plans to sell the
businesses, period.” See Exhibit 47.
106.9. On December 17, 2008 SOPURKH sent an email directly to the members
of the Khalsa Council on her own behalf and on behalf of her conspirators KARM,
PERAIM and KARTAR, and ostensibly UI, to address continuing concerns with the
management of UI and SSSC. SOPURKH continued to cover up the sale of Golden
Temple. See Exhibit 18.
106.10. On April 21, 2009, LAMBERT and SCHWABE, on behalf of their
co-conspirators KARM, PERAIM, SOPURKH and KARTAR sent an email in response
to inquiries by the Sikh Dharma community, stating: “No business conducted by * * *
FIRST AMENDED COMPLAINT
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Golden Temple has been sold.” See Exhibit 20. Plaintiffs are informed and believe and
based thereon allege that LAMBERT sent this email to cover up the sale of Golden
Temple.
106.11. LAMBERT and SCHWABE, on behalf of their co-conspirators
KARM, PERAIM, SOPURKH and KARTAR sent a supplemental response to these
inquiries by email that same day, April 21, 2009, stating: “In case there is any concern
about these matters for the future, there are no plans of which I am aware to sell Akal,
Golden Temple or KIIT Company.” See Exhibit 21.
106.12. On February 22, 2010, LAMBERT testified under oath at a court
ordered deposition that his statements in his April 21, 2009 emails that there was no sale
of Golden Temple were untrue and that he knowingly made those false statements.
Count 2
Violation of 18 U.S.C. §1962(c) and ORS 166.720(3).
106.13. Defendants SOPURKH, PERAIM, RAM, KARM, LAMBERT,
SCHWABE, KARTAR, and Does 1 through 5 have engaged in a pattern of racketeering,
specifically wire fraud, in violation of 18 U.S.C. § 1962(c) and ORS 166.720(3) as
follows.
106.14. Plaintiffs are informed and believe and based thereon allege that
Defendants SOPURKH, PERAIM, RAM, KARM, KARTAR and Does 1 through 5 were
all employees of UI.
106.15. Plaintiffs are further informed and believe and based thereon allege
that Defendant LAMBERT and SCHWABE conspired with SOPURKH, PERAIM,
RAM, KARM, KARTAR and Does 1 through 5 in the violations of law complained of
herein, and that such conspiratorial acts by LAMBERT were beyond the scope of his
legal representation of UI and SSSC.
106.16. Plaintiffs are further informed and believe and based thereon allege
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that Defendants participated in, controlled and conducted the business of UI (Enterprise
D) and SSSC (Enterprise E) through the pattern of racketeering activity described above.
Count 3
Violation of 18 U.S.C. §1962(d) and ORS 166.720(4).
106.17. Defendants SOPURKH, PERAIM, RAM, KARM, LAMBERT,
SCHWABE, KARTAR, and Does 1 through 5 have engaged in a pattern of racketeering,
in violation of 18 U.S.C. § 1962(d) and ORS 166.720(4) as hereafter alleged.
106.18. Plaintiffs are informed and believe and based thereon allege that
Defendants SOPURKH, PERAIM, RAM, KARM, LAMBERT, SCHWABE, KARTAR
and Does 1 through 5 conspired together to control UI and SSSC for their own profit and
aggrandizement and to the detriment of the Sikh Dharma community.
106.19. Plaintiffs are further informed and believe and based thereon allege
that said Defendants conspired together to violate 18 U.S.C. §§1962(b) and (c) and ORS
166.720(2) and (3) as alleged herein.
DAMAGES
107.
As a direct, foreseeable and proximate result of Defendant’s racketeering activity,
Plaintiffs were precluded from participating in management, receiving any compensation
they would have derived as a Manager/Trustee of UI or SSSC, taking action to preserve
and protect the assets of UI and SSSC and have suffered damages in the sum of
$150,000,000. The full extent of Plaintiffs’ damages is presently unknown and subject to
proof at trial.
108.
Plaintiffs are entitled to treble damages in accordance with ORS 166.725(7).
109.
Plaintiffs are entitled to recover their reasonable attorney fees in accordance with ORS
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166.725(14) to be determined in the manner provided for in ORCP 68C.
* * * * * * * * *
NINTH CLAIM FOR RELIEF
LEGAL MALPRACTICE
(By BIBIJI and Derivatively on Behalf of UI AND SSSC against LAMBERT &
SCHWABE)
110.
Plaintiffs hereby reallege, as if fully set forth, the allegations of paragraphs 1 through
109, inclusive.
111.
LAMBERT represented Yogi Bhajan and BIBIJI in negotiating the trademark
License Agreement with GTO for use of the YOGI marks, as well as Yogi Bhajan’s
name and likeness. Before and after this transaction, LAMBERT represented GTO.
LAMBERT breached his duty of loyalty to BIBIJI by negotiating a below market
royalty rate which benefited GTO to BIBIJI’s expense. LAMBERT also failed to
include a provision in the license agreement requiring that GTO use the YOGI marks
or Yogi Bhajan’s name and likeness. GTO later stopped using Yogi Bhajan’s name
and likeness and stopped paying royalties to BIBIJI.
112.
On December 12, 2011, Judge Leslie Roberts of the Multnomah County Circuit
Court issued Findings and Conclusions in the case of Khalsa, et al. v. Khalsa, et al.,
Multnomah County Case No. 0909-13181 (Findings and Conclusions). A copy of
the Findings and Conclusions is attached hereto as Exhibit 51. Judge Roberts found
KARTAR, SOPURKH, PERAIM, and SIRI KARM to have breached their fiduciary
duties. Judge Roberts also found UI and KIIT, who were defendants in the
Khalsa v Khalsa lawsuit, breached fiduciary duties as trustees of Sikh Dharma
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property, and that KARTAR and SOPURKH aided and abetted them in breaching their
fiduciary duty.
113.
Judge Roberts found that LAMBERT worked for and advised both the
management group that later became GTM and as well as UI, KIIT and GTO in
developing the details of the transaction by which assets of UI and KIIT worth in
excess of $100 Million were transferred to GTM for $100.
114.
As to Mr. LAMBERT’s conduct related to the GTO restructuring transaction Judge
Roberts found as follows:
Despite the fact that Kartar Singh Khalsa was to hold the
greatest interest in the acquiring group he also was a board
member of Unto Infinity and KIIT, the opposite parties to
the transaction. LAMBERT worked and advised the
buying management group and also acted on behalf of
Unto Infinity/KIIT, the opposite party, in developing the
details of the transaction. In May 2007, LAMBERT sent
Kartar Singh Khalsa a statement of the steps to be taken to
work for a “proposed joint venture LLC to operate the
Golden Temple, Inc. business” (Ex. 164), including
obtaining an evaluation of Golden Temple, from an
appraiser, Cogence Group. That appraisal was obtained,
but despite the fact that Golden Temple, was a corporation
worth many millions of dollars by any estimation, Unto
Infinity authorized only a low-cost, limited appraisal rather
than one as thorough as it would have been if given an
adequate budget, including a thorough review of the
relevant market developments and trends. Ex. 138.
LAMBERT’s representation of all parties to the
transaction continued until, realizing the conflict,
LAMBERT referred the executive group to Lewis
Horowitz in the summer of 2007 to serve as its counsel.
By that time, the major features of the transaction already
had become fixed. The deal did not change, except in
details, although discussions continued regarding the fine
points of phrasing, and adjustment of financial numbers,
up to the final days before the transaction was approved
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in August 2007.Findings and Conclusions at pp. 15-16
(emphasis added).
115.
LAMBERT should have recognized the inherent and unavoidable conflict earlier, and
given his affiliation and close relation with KARTAR he should have referred the seller
KIIT to new counsel so that the seller could be protected. By representing KIIT, UI and
SSSC rather than GTO, LAMBERT was in the unique position of selling them the bill of
goods at the super discounted price he concocted which clearly benefitted GTM over the
sellers, and no one was present to educate the Board with a different view.
116.
Judge Roberts went on to state:
At his board presentation advancing the transaction,
LAMBERT advocated the transaction and neither he,
nor any other person, presented any alternative to it other
than failure to take any measure at all regarding the
problems confronting Unto Infinity and KITT. Findings
and Conclusions at p. 19 (emphasis added). The board
members failed to understand, and were not told, that the
so-called ‘fairness opinion’ did not express any view
whatsoever of the fairness of the terms of the transaction
but merely compared inferred values for the contributed
asset and the hypothetical income from the transaction over
a period of years, and found them to be equivalent.
Findings and Conclusions at p. 20 (emphasis added).
GTM has the exclusive right to determine if profits are
distributed to members and LAMBERT, GTM and Kartar
Singh Khalsa at all times knew that profits would not be
distributed.
Findings and Conclusions at p. 22 (emphasis added).
The executed agreement provides for admission as
additional members, without further approval by KIIT or
Unto Infinity, of persons who are members of Staff
Endowment, LLC . . . because the purpose of the provision
was to fund the problematic Yogi Bhajan Assurances to
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Ex. 193 (emphasis added).
these individuals. The provision was negotiated by
LAMBERT, as agent for KIIT and Unto Infinity, and
clearly conceived by him to have this effect and to be a
primary reason to prefer the insider transaction to any
other approach. Sopurkh Kaur Khalsa also later wrote that
the 2007 Golden Temple transaction was a "win/win"
because GTM "is required to . . . cover the Siri Singh
Sahib's agreements , and all this comes out of 100% of
profits before there is any split."
Recognizing that the Yogi Bhajan Assurances "aspect of
the transaction" (as LAMBERT had characterized it in
his e-mail, Ex. 363) constituted a valuable personal
benefit to the board members asked to approve the deal
and therefore undermined the legitimacy of the
transaction, LAMBERT, Sopurkh Kaur Khalsa, Kartar
Singh Khalsa, and other board members who were
knowledgeable about the agreement, adopted a conscious
policy of secrecy and denial regarding it, which extended
to trial testimony that the court found to be unreliable and
evasive. The court finds that this assurance existed and
originated as an inducement to the contract, and while
calculated to be a side understanding, rather than explicit
within the documentation, was an essential and motivating
feature of the decision to sell the Golden Temple enterprise
to an insider group, including board member Kartar Singh
Khalsa, rather than seeking investment in the company by
an unrelated third party.
Findings and Conclusions at p. 22-23 (emphasis added).
117.
Two of the three voting members of KIIT and UI which approved the sale of 90% of
GTO to GTM were among the members of Staff Endowment, LLC who were promised
ownership of GTO and income from GTO through the euphemistically referenced YB
Assurances. LAMBERT sought to induce RAM, one of the three voting members, to
vote in favor of the sale transaction by telling her about YB Assurances the day before
the vote was to be taken - she voted in favor of the sale.
118.
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Judge Roberts further found:
Prior to the transaction in question, the evolution of the
deal was held in closest confidence by board members
Kartar Singh Khalsa and Sopurkh Kaur Khalsa, and by
LAMBERT, acting as agent for Unto Infinity and KIIT.
Without question, such secretiveness is unexceptional and
easily attributed to innocent purposes in commercial
settings, before a transaction; but in this case, it continued
past the closing of the deal.
Unto Infinity and KITT, and the majority of their boards,
assisted by Roy LAMBERT acted consistently and
knowingly after the sale to mislead and misinform persons
and organizations who were intended beneficiaries of the
charitable and religious purpose of the trust regarding the
fact that Unto Infinity and KIIT had surrendered majority
ownership of Golden Temple, in a transaction placing
control and majority interest in the hands of Kartar Singh
Khalsa and the management group. Repeatedly, and at the
instruction of LAMBERT, members of the boards made
statements crafted by LAMBERT to deny that any change
in ownership had occurred and to conceal the true nature
of the transaction. Indeed, one member of the board, Siri
Ram Kaur Khalsa (regarded as too responsive to the
interests and concerns of the charitable and religious
beneficiaries) was denied access to the transaction
documents to further obscure from her what she had been
persuaded to approve.
Not only were the public statements prepared by
LAMBERT false, but they were intended by the board
members who made the statements to mislead the Sikh
Dharma community because the transaction - if fully
disclosed - would inspire protest and likely litigation as a
violation of trust obligations. All parties understood that
the transaction could well constitute such a violation of the
entrustment exclusively for religious and charitable
purposes and this was the reason for the deception.
Findings and Conclusions at p. 29-30 (emphasis added).
119.
LAMBERT and SCHAWBE gave substantial assistance and advice to
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KARTAR, SOPURKH, PERAIM, RAM and KARM in their breach of fiduciary
duties to UI and SSSC to hold assets in trust for the benefit of the Sikh Dharma
community, which included:
119.1. transferring 90 percent of GTO to GTM, a private entity owned and
controlled by KARTAR, KARAM and others, in return for $100 when, at that time,
GTO was worth at least $100 Million.
119.2. transferring ownership of KIT BV, a Dutch company that operated the
European tea business, to GTO, and by virtue of GTM’s 90 percent interest in
GTO, transferring 90 percent of KIT BV to GTM.
119.3. selling the cereal division of GTO with 90 percent of the net proceeds
(after loan repayments and return of capital) going to GTM.
119.4. transferring away the income from assets that are held in trust for the
benefit of the Sikh Dharma community by reducing the amounts provided to KIIT
and UI while at the same time increasing the salaries and benefits of the individual
Defendants, which, as a result, has greatly diminished support for the Sikh Dharma
community.
120.
The breach of fiduciary duty by KARTAR, SOPURKH, PERAIM, RAM and
KARM included, but were not limited to:
120.1. Violation of the duty of care by disposing of assets (GTO and KIT BV), in
an inside transaction at a fraction of its value.
120.2. failure to protect the interests of UI by way of guarantee of duration of
the income stream.
120.3. violating the duty of loyalty by transferring away assets to achieve the
personal benefit of members of the board of UI.
120.4. disposing of GTO (by transferring a 90 percent interest to GTM) without
FIRST AMENDED COMPLAINT
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full appraisal of its value, without consideration of the existing markets for sale of the
assets, and on terms that failed to protect UI’s putative benefit of an extended stream
of income from the asset or to secure its interest in the property.
120.5. Placing their self-interest above the interests and purposes of the UI.
121.
LAMBERT and SCHWABE were inextricably involved in the transactions which
resulted in the transfer of assets from UI and in the breaches of fiduciary duty by
KARTAR, SOPURKH, PERAIM, SIRI KARM and SIRI RAM, including the
following:
121.1. LAMBERT is the person who came up with the idea for the transaction by
which GTM acquired its 90 percent interest in GTO in return for $100, the genesis of
which was KARTAR’s statement to LAMBERT and SCHWABE that he wanted a
management buy-out of GTO.
121.2. LAMBERT’s proposed structure for the management buy-out was
suggested to KARTAR in April, 2007, and was ultimately concluded in August, 2007.
121.3. Despite a clear conflict of interest, LAMBERT and SCHWABE worked
with and advised the buying management group, led by KARTAR, and also acted on
behalf of UI/K11T, the opposite party in developing the details of the transaction.
121.4. LAMBERT and SCHWABE advised UI to seek and rely upon a limited
appraisal of GTO rather than a full appraisal.
121.5. LAMBERT framed the transaction to have an unfair effect on his client,
UI/GTO, in order to accede to the desire of KARTAR to take an ownership interest in
GTO, and in order to secure lifetime retirement incomes to other individuals on the
board (referred to as “YB Assurances”).
121.6. LAMBERT and SCHWABE’s actions kept two of the UI board members,
SIRI RAM and SIRI KARM, from learning about details of the transaction prior to
FIRST AMENDED COMPLAINT
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the date it was approved by the UI board.
121.7. LAMBERT and SCHWABE helped convince RAM to vote in favor of
the transaction by advising her shortly before the board meeting that the transaction
she was about to learn about would not interfere with the payments of the YB
Assurances, of which she was a beneficiary.
121.8. In drafting the notices of the August 27 and August 28, 2007 UI and KIIT
board meetings, LAMBERT and SCHWABE failed to include in the notices anything
that would identify the subject matter to be the disposition of a major asset: GTO.
121.9. LAMBERT and SCHWABE made a presentation to the UT Board on
August 27, 2007 in which he told the board members that one of the benefits of the
transaction was that UI would receive a stream of profits from GTO, despite the fact
that (i) GTM, not UI, had the right to distribute GTO profits, and (ii) profits would
not be distributed.
121.10. LAMBERT and SCHWABE assisted UI and KIIT, and the
majority of their boards, after the August 27, 2007 board meeting, in misleading and
misinforming persons and organizations who were intended beneficiaries of the
charitable and religious purpose of the trust regarding the fact that UI and KIIT had
surrendered majority ownership of GTO, in a transaction placing control and
majority interest in the hands of Kartar Singh Khalsa and the management group.
121.11. LAMBERT and SCHWABE was otherwise intimately involved in
concealing information regarding the transaction; he crafted statements for UT and KIIT
board members, in which they denied that any change in ownership had occurred and
which concealed the true nature of the transaction.
122.
LAMBERT and SCHWABE acted in concert, and entered into agreements, with
one or more of KARTAR, SOPURKH, PERAIM, SIRI KARM, SIRI RAM or
FIRST AMENDED COMPLAINT
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KARAM to breach their fiduciary duties as described above and to prevent Plaintiffs
from participating in the management of UI and SSSC and thereby deprived Plaintiffs
of the ability to protect and preserve the assets of UI and SSSC for the benefit of the
Sikh Dharma community and to preserve the vision of Yogi Bhajan.
123.
Plaintiffs were unaware, and in the reasonable exercise of due diligence could not
have known about the transfer of UI assets to GTM until January, 2010, and could not
have known about LAMBERT and SCHWABE’s role in it, until after depositions in the
Khalsa v Khalsa case in March, 2011. Documents produced by SCHWABE revealed
for the first time that the transfer of GTO to GTM had taken place. Prior to the
forced disclosure of documents detailing the transaction through discovery, only
LAMBERT and SCHWABE and those who benefited from the transaction were aware
of it. LAMBERT and SCHWABE’s role in the transaction was not revealed until
depositions were taken.
124.
LAMBERT and SCHWABE knew that the conduct of KARTAR, SOPURKH,
PERAIM, SIRI KARM and SIRI RAM constituted a breach of duty to UI and SSSC;
nevertheless, LAMBERT and SCHWABE gave substantial encouragement and
assistance to them to breach their fiduciary duties.
125.
LAMBERT and SCHWABE knew that Plaintiffs BIBIJI and KULBIR were
designated by Yogi Bhajan to be on the Board of SSSC. On December 5, 2005, Guru
Jagat sent LAMBERT and SCHWABE an e-mail asking for information regarding the
composition of the boards of the various USA entities created by Yogi Bhajan.
LAMBERT and SCHWABE responded to his inquiry that same day providing a list of
thirteen persons whom Yogi Bhajan had appointed to the board of SSSC, including
Page 16 —COMPLAINT
FIRST AMENDED COMPLAINT
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HANKS LAW OrriCE, P.C.
1300 SW Fifth AVC4111; Suite 2135
Porttrnui, Oregon 97201
503422-7475
www.bunkshnvofflcesom

BIBIJI and KULBIR. A copy of the e-mail exchange is attached hereto as Exhibit 22.
This contradicts LAMBERT and SCHWABE’s continual untrue assertions that Yogi
Bhajan had never provided him with a list of names of the persons to comprise the board
of SSSC upon his death.
126.
LAMBERT contends that he was acting within the course and scope of his
employment when he committed the wrongful acts specified in paragraph 29, above.
If that is so, then LAMBERT is liable for malpractice. If they were not within the
course and scope of his employment then he is tortiously liable to Plaintiffs.
127.
As a result of the conduct of LAMBERT and SCHWABE, they are liable,
jointly and severally, with those others who breached their fiduciary duties, for the
damages suffered by UI and SSSC, including:
127.1. At least $77 million — the difference between the value put on GTO at the
time of the 2007 transaction and what it was actually worth at the time. The value
put on GTO was $23 million; GTO was actually worth at least $100 million;
127.2. $33 million — representing the amount of GTO profits distributed to
GTM after the company was wrongfully, and with the material and knowing
assistance of LAMBERT and SCHWABE, transferred to GTM; and
127.3. An amount presently unknown, but on information and belief in excess
of $5 million, representing legal fees paid by SSSC, KIIT, and their affiliates,
including UI, for amounts charged by SCWABE in connection with LAMBERT
and SCHWABE’s representation and for legal fees incurred to defend against the
Khalsa v Khalsa action.
FIRST AMENDED COMPLAINT
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* * * * * * * * *
TENTH CLAIM FOR RELIEF
AIDING & ABETTING FRAUD, NEGLIGENT MISREPRESENTATION,
INTERFERENCE, CONVERSION & RICO VIOLATIONS
(By BIBIJI and Derivatively on behalf of UI & SSSC against HOROWITZ & LANE)
128.
Plaintiffs hereby reallege, as if fully set forth, the allegations of paragraphs 1 through
127, inclusive.
129.
In June 2007, LAMBERT and SCHWABE met with HOROWITZ to discuss LANE’s
representation of KARTAR and the other owners of GTM in conjunction with the
transfer of Golden Temple of Oregon, Inc. from KIIT to form GTO. All of the basic
structure of the transaction and the major deal points were set before HOROWITZ was
retained. Plaintiffs are informed and believe that LAMBERT and HOROWITZ agreed
and conspired to assist, aid and abet KARTAR and the other owners of GTM to abscond
with 90% of one of the major assets of UI and SSSC which had a then reasonable value
of over $100 Million, for a mere $100. A copy of an e-mail exchange between
LAMBERT and HOROWITZ regarding their meeting is attached hereto as Exhibit 53.
(87).
130.
Plaintiffs are further informed and believe and based thereon allege that LAMBERT,
SCHWABE, HOROWITZ and LANE agreed and conspired to aid and abet KARTAR
and the other owners of GTM to abscond with 90% of the value of KIT BV by
transferring KIT BV from KIIT into GTO to the detriment of UI and the Sikh Dharma
community.
131.
HOROWITZ and LANE also conspired with LAMBERT, SCHWABE, KARTAR,
FIRST AMENDED COMPLAINT
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PERAIM, KARM, RAM, and SOPURKH to conceal the transfer of Golden Temple
assets to GTM. On November 6, 2008, HOROWITZ and LANE sent an e-mail to Kate
Freeland, attorney for beneficiaries under the Will of Yogi Bhajan representing that there
had been no sale of assets of Golden Temple. This communication was in furtherance of
the cover-up of the transfer of assets of GTO from KIIT to GTM for the benefit of the
owners of GTM and in support of the YB Assurances promised to the Board members of
UI for approving the formation of GTO and transfer of 90% of the value of Golden
Temple to GTM. A copy of the e-mail from HOROWITZ and LANE is attached hereto
as Exhibit 42.
132.
As a result of the conduct of HOROWITZ and LANE, they are liable, jointly and
severally, with those others who breached their fiduciary duties, for the damages
suffered by BIBIJI, UI and SSSC, including:
132.1. At least $77 million — the difference between the value put on GTO at the
time of the 2007 transaction and what it was actually worth at the time. The value
put on GTO was $23 million; GTO was actually worth at least $100 million;
132.2. $33 million — representing the amount of GTO profits distributed to
GTM after the company was wrongfully, and with the material and knowing
assistance of HOROWITZ, transferred to GTM; and
132.3. An amount presently unknown, but on information and belief in excess
of $5 million, representing legal fees paid by GTO, GTM, and their affiliates, for
amounts charged by LANE in connection with HOROWITZ’s representation and
for legal fees incurred.
FIRST AMENDED COMPLAINT
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* * * * * * * *
WHEREFORE, Plaintiffs pray for judgment of and against the Defendants, and
each of them, as follows:
1. First Claim for Relief. That the Court enter a judgment declaring the
rights and interests of the parties, including but not limited to the following:
2004.
1.1. That BIBIJI has been a Manager of UI from and after July 26,
1.2. That every act by the Board of Managers of UI after July 26, 2004
and all actions taken by Defendants as Managers of UI from and after July 26,
2004 are void.
1.3. That all amendments to the Organization Agreement from and
after July 26, 2004 are void.
1.4. That the Plaintiffs, BIBIJI, RANBIR, KAMALJIT and KULBIR,
be appointed to the Board of Trustees of SSSC.
1.5. That all actions taken by Defendants as Trustees or the Executive
Committee of SSSC from and after September 28, 2004 are void.
1.6. That all amendments to the Articles of Incorporation and Bylaws
of SSSC from and after September 28, 2004 are void.
2. Second Claim for Relief.
2.1. That Defendants SOPURKH, PERAIM KAUR KHALSA, SIRI
RAM KAUR KHALSA, KARTAR SINGH KHALSA and SIRI KARM KAUR
KHALSA be removed from the Board of Managers of UI and that Defendant
SOPURKH KAUR KHALSA be removed as President of UI.
2.2. That Defendants SOPURKH KAUR KHALSA, PERAIM KAUR
KHALSA, SIRI RAM KAUR KHALSA, KARTAR SINGH KHALSA and SIRI
KARM KAUR KHALSA be removed from the Board of Trustees and Executive
FIRST AMENDED COMPLAINT
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Committee of SSSC.
2.3. That Plaintiffs, BIBIJI, RANBIR, KAMALJIT and KULBIR, be
appointed Trustees of SSSC.
2.4. For an award of damages in favor Plaintiffs for the benefit of UI
and SSSC and against the Defendants, and each of them, jointly and severally, in
the sum of $150,000,000, and for such other and further sums in accordance with
proof at time of trial.
2.5. For an award of punitive damages in a sum sufficient to punish
Defendants and set them as an example to others.
3. Third Claim for Relief.
3.1. For an award of damages in favor of Plaintiffs for the benefit of
SSSC and UI, and against the Defendants and each of them, jointly and severally,
in the sum of $150,000,000, and for such other and further sums in accordance
with proof at time of trial. The award of damages sought for this claim is in the
alternative to the award of damages requested in paragraph 2.5 above and not in
addition thereto.
3.2. For an award of punitive damages in a sum sufficient to punish
Defendants and set them as an example to others.
3.3. That a constructive trust be imposed on all assets acquired through
the fraud and Defendants, as constructive trustees, be ordered to transfer those
assets to UI.
4. Fourth Claim for Relief.
4.1. For an award of damages in favor of BIBIJI and against the
Defendants and each of them, jointly and severally, in the sum of $100,000 and
for such other and further sums in accordance with proof at time of trial.
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4.2. For an award of damages in favor of Plaintiffs for the benefit of
SSSC and UI, and against the Defendants and each of them, jointly and severally,
in the sum of $150,000,000 and for such other and further sums in accordance
with proof at time of trial. The award of damages sought for this claim in
paragraph 4.2 is in the alternative to the award of damages requested in paragraph
2.5 above and not in addition thereto.
4.3. That a constructive trust be imposed on all assets acquired through
the negligent misrepresentations of Defendants and that Defendants, as
constructive trustees, be ordered to transfer those assets to UI.
5. Fifth Claim for Relief.
5.1. For an award of damages in favor of BIBIJI and against the
Defendants and each of them, jointly and severally, in the sum of $100,000 and
for such other and further sums in accordance with proof at time of trial.
5.2. For an award of damages in favor of the other Plaintiffs and
against the Defendants and each of them, jointly and severally, in the sum of
$100,000 and for such other and further sums in accordance with proof at time of
trial.
5.3. For an award of punitive damages in a sum sufficient to punish
Defendants and set them as an example to others.
6. Sixth Claim for Relief.
6.1. For a judgment requiring that the Defendants return to UI and/or
SSSC any property and/or sums received by them or obtained by them or
transferred from UI and/or SSSC by actions taken after July 26, 2004 as to UI and
after September 28, 2004 as to SSSC, or their fair market value and in the
alternative for an award of damages in favor of the Plaintiffs for the benefit of
SSSC and UI and against the Defendants and each of them jointly and severally
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for the sum of $150,000,000 and for such other and further sums in accordance
with proof at time of trial. The award of damages sought for this claim is in the
alternative to the award of damages requested in paragraph 2.5 above and not in
addition thereto.
6.2. For an award of punitive damages in a sum sufficient to punish
Defendants and set them as an example to others.
6.3. That a constructive trust be imposed on all assets acquired through
the fraud and Defendants, as constructive trustees, be ordered to transfer those
assets to UI.
7. Seventh Claim for Relief.
7.1. For a judgment requiring Defendants reimburse to Plaintiffs, UI
and/or SSSC any sums received by them or obtained by them by actions taken
after July 26, 2004 and September 28, 2004, respectively in accordance with
proof or in the alternative for an award of damages in favor of the Plaintiffs and
for the benefit of SSSC and UI, and against the Defendants and each of them
jointly and severally for the sum of $150,000,000 and for such other and further
sums in accordance with proof at time of trial. The award of damages sought for
this claim is in the alternative to the award of damages requested in paragraph 2.5
above and not in addition thereto.
7.2. That a constructive trust be imposed on all assets acquired through
the fraud and Defendants, as constructive trustees, be ordered to transfer those
assets to UI.
8. Eighth Claim for Relief.
8.1. That KARTAR SINGH KHALSA and KARAM SINGH
KHALSA be ordered to disgorge their holdings in Golden Temple of Oregon and
Golden Temple Management LLC and disgorge all earnings or any other forms of
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emuneration received in any way from their operation of any Golden Temple
entity.
8.2. That SOPURKH, PERAIM, KARM AND KARTAR be ordered to
disgorge all the sums they have obtained through their illegal acts.
8.3. For an award of damages in favor of Plaintiffs and against the
Defendants and each of them, jointly and severally, in the sum of $150,000,000
and for such other and further sums in accordance with proof at time of trial. The
award of damages sought for this claim is in the alternative to the award of
damages requested in paragraph 2.5 above and not in addition thereto.
8.4. For an award of treble damages suffered by Plaintiffs;
8.5. That all defendants be permanently enjoined from participating in
the management of any nonprofit corporation or other nonprofit entity.
166.725(7).
8.6. For an award of treble damages in accordance with ORS
8.7. For an award of attorneys fees incurred by Plaintiffs in accordance
with ORS 166.725(14) to be determined in the manner provided for in ORCP
68C. Plaintiffs are alos entitled to an award of attorneys’ fees to the
extent that this trust action confers a common benefit on SSSC and UI and the
Sikh Dharma community.
8.8. That a constructive trust be imposed on all assets acquired through
the fraud and Defendants, as constructive trustees, be ordered to transfer those
assets to UI.
9. Ninth Claim for Relief.
9.1. For At least $77 million — the difference between the value put on
GTO at the time of the 2007 transaction and what it was actually worth at the
time. The value put on GTO was $23 million; GTO was actually worth at least
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$100 million;damages requested in paragraph 2.5 above and not in addition
thereto.
9.2. $33 million — representing the amount of GTO profits distributed
to GTM after the company was wrongfully, and with the material and
knowing assistance of LAMBERT and SCHWABE, transferred to GTM; and
9.3. An amount presently unknown, but on information and belief in
excess of $5 million, representing legal fees paid by SSSC, KIIT, and their
affiliates, including UI, for amounts charged by SCWABE in connection
with LAMBERT and SCHWABE’s representation and for legal fees incurred
to defend against the Khalsa v Khalsa action.
10. Tenth Claim For Relief.
10.1. For At least $77 million — the difference between the value put on
GTO at the time of the 2007 transaction and what it was actually worth at the
time. The value put on GTO was $23 million; GTO was actually worth at least
$100 million;damages requested in paragraph 2.5 above and not in addition
thereto.
10.2. $33 million — representing the amount of GTO profits distributed
to GTM after the company was wrongfully, and with the material and
knowing assistance of LAMBERT and SCHWABE, transferred to GTM; and
10.3. An amount presently unknown, but on information and belief in
excess of $5 million, representing legal fees paid by SSSC, KIIT, and their
affiliates, including UI, for amounts charged by SCWABE in connection
with LAMBERT and SCHWABE’s representation and for legal fees incurred
to defend against the Khalsa v Khalsa action.
11. For Plaintiffs’ costs and disbursements incurred herein.
12. For such other and further relief as may be just and equitable.
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* * * * * * * *
JURY TRIAL DEMANDED
Plaintiffs hereby demand a jury trial on all of their claims.
Dated: March 13, 2012
THE SONI LAW FIRM
Trial Attorneys:
Surjit P. Soni, California State Bar # 127419
R. Scott Palmer, OSB #764073
By /s/ Surjit P. Soni .
Surjit P. Soni, California State Bar # 1227419
surj@sonilaw.com
M. Danton Richardson, California State Bar # 141709
danton@sonilaw.com
Leo E. Lundberg, Jr., California State Bar #125951
leo@sonilaw.com
Attorneys for Plaintiffs BIBIJI INDERJIT KAUR PURI,
RANBIR SINGH BHAI, KAMALJIT KAUR KOHLI
and KULBIR SINGH PURI
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