Case 1:13-cv-01436 Document 1 Filed 09/20/13 Page 1 of 8
IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA
Civil Action Number: 1:13-CV-01436
ORIGINAL COMPLAINT AND PRAYER
FOR JURY TRIAL
FRIENDS CHRISTIAN HIGH SCHOOL
18615 Yorba Linda Boulevard
Yorba Linda, CA 92886,
GENEVA FINANCIAL CONSULTANTS,
10800 Main Street
Fairfax, VA 22030,
Serve Resident Agent:
22047 Chelsy Paige Square
Ashburn, VA 20148
22047 Chelsy Paige Square
Ashburn, VA 20148,
1615 L. Street, NW
Washington, DC 20036,
Comes now the Plaintiff, Friends Christian High School (“FCHS”), a California
Religious Corporation, by and through its attorneys, Skeen and Kauffman, LLP, and for its
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complaint against the Defendants, Geneva Financial Consultants, LLC (“GFC”), Isam Ghosh
(“Ghosh”), and Mark Lezell (“Lezell”) and assert the following:
This case arises out of a contract between GFC and FCHS by which GFC would facilitate
the funding of a ten year thirty million dollar construction loan to FCHS. By the terms of the
contract, GFC intended to accomplish this funding by seeking out, facilitating, and coordinating
outside funding support. To induce FCHS’s agreement, GFC, which was operated by Ghosh,
enlisted the help of Lezell as escrow agent. Ghosh and GFC, as part of the contract, required
FCHS to deposit into Lezell’s escrow account $250,000.00. If no funding sources were
developed by October 31, 2010, the escrow amount, less reasonable expenses not to exceed
$50,000.00, was to be returned to FCHS. No funds have been returned to FCHS in violation of
the financing agreement and escrow agreement, although duly requested on multiple occasions.
II. JURISDICTION AND VENUE
1. This Court has jurisdiction over this case pursuant to 28 U.S.C. § 1332(a)(1) as the
amount in controversy exceeds $75,000.00 and the parties are citizens of different states.
2. Venue is proper in this district pursuant to 28 U.S.C. §§ 1391(b)(2 & 3) as a substantial
part of the events or omissions giving rise to the claim occurred, or a substantial part of
property that is the subject of the action is situated in this District and, without
application of this section, there is no district in which an action may otherwise be
brought therefore any judicial district in which any defendant is subject to the court’s
personal jurisdiction with respect to this action is the proper venue.
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3. Friends Christian High School is a California Religious Corporation duly registered and
authorized to conduct business in the State of California and engages in the business of
religious instruction through various mediums, including educational institutions like a
4. Geneva Financial Consultants, LLC, is a Delaware limited liability company transacting
business in the Commonwealth of Virginia and the District of Columbia.
5. Isam Ghosh advertised himself as a managing member of Geneva Financial Consultants,
LLC, and appears to be a resident of the Commonwealth of Virginia.
6. Mark Lezell, at the time of the contracts in this case, was a practicing attorney subject to
the Washington, D.C. bar, was a resident of the District of Columbia, and maintained
businesses (Lezell Law P.C. and Trident Partners LLC) in the District of Columbia.
IV. FACTS COMMON TO ALL COUNTS
7. In 2010, a real estate agent, Luis Escoto, for Century 21 in Southern California
introduced FCHS to Ghosh in an effort to assist FCHS with financing their construction
8. During negotiations with Ghosh, FCHS was introduced to Mark Lezell, a Washington,
D.C. attorney advertising himself as domestic and international attorney assisting
businesses in obtaining funding for a variety of projects.
9. On September 14, 2010, FCHS entered into a financing commitment agreement with
Geneva and Ghosh by which Geneva and Ghosh would secure construction loan funding
of $30 million.
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10. In exchange, Geneva and Ghosh were to receive $3 million in fees reduced by an initial
escrow deposit of $250,000.
11. Although discussing several time frames, the loan appeared to be a ten year loan with a
twenty year amortization schedule. Initial payments were to be interest only payments.
12. Gerald Barnes, Chairman of the Board of Directors signed on behalf of FCHS and Ghosh
signed on behalf of himself and Geneva.
13. Exhibit A of that finance agreement was the escrow agreement signed by Mr. Barnes and
14. The $250,000 in escrow was to be returned to FCHS if financing could not be obtained
by October 31, 2010.
15. No financing was obtained either before or after October 31, 2010, and it is unclear
where the funds currently are located.
16. Pursuant to the escrow agreement, FCHS wired $250,000 into Lezell’s escrow account on
September 16, 2010.
17. On January 11, 2011, Lezell received a suspension on an interim basis from the
Washington, D.C. bar for failure to respond to bar counsel regarding allegations of
serious misconduct and as of the date of this complaint remains suspended by the bar.
18. On January 26, 2011, FCHS attempted to make contact with Ghosh regarding the current
state of funding for the project as no money had been forthcoming to that point including
loan and donation commitments made by Ghosh.
19. On February 1, 2011, FCHS made initial requests for the return of the escrow funds as no
construction financing had been obtained by October 2010.
20. On September 8, 2011, FCHS made a request for return of the escrow funds to Lezell.
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21. On or about March 21, 2012, Ghosh acknowledged liability for the escrow funds and
acknowledged that the escrow funds were to be returned to FCHS.
22. On August 3, 2012, a final request for payment was sent to Lazell and Ghosh with no
COUNT 1 - BREACH OF CONTRACT (ALL DEFENDANTS)
23. Plaintiff hereby incorporates the allegations in paragraphs 1 – 22 as if fully set forth
24. On September 14, 2010, FCHS entered into a loan commitment agreement with Ghosh,
dba Geneva by which Ghosh would obtain construction loan financing in the amount of
$30 million in exchange for a $3 million fee.
25. FCHS further agreed to fund the costs of the loan up to $50,000.00.
26. FCHS further agreed to deposit into an escrow account $250,000.00.
27. Ghosh and Geneva agreed to use all their available contacts to fund the loan at $30
28. In the event no funding could be obtained by October 31, 2010, the escrowed funds were
to be returned.
29. Lezell signed the escrow agreement, incorporated by reference into the commitment
agreement, and it was guaranteed by Ghosh and Geneva.
30. The loan commitments were not obtained prior to or after October 31, 2010, and neither
Lezell, Ghosh, nor Geneva have returned the funds or provided any accounting of the
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COUNT II – CIVIL CONSPIRACY (ALL DEFENDANTS)
31. Plaintiff hereby incorporates the allegations in paragraphs 1 – 30 as if fully set forth
32. Ghosh, Geneva, and Lezell formed an agreement between and among themselves to
withhold the escrowed funds and provide false and misleading information regarding
their ability to obtain construction financing for FCHS’ project.
33. Ghosh, Geneva, and Lezell further agreed, in violation of any agreements of the parties,
to use escrowed funds for impermissible purposes and to withdraw those funds prior to
those funds being earned.
34. Ghosh, Geneva, and Lezell mislead FCHS as to their ability to obtain financing, mislead
FCHS regarding their relative qualifications/background, took possession of escrow
funds in advance of those funds being earned by Ghosh, Geneva, and Lezell, and have
materially withheld information related to the location and status of those funds.
35. At all times Ghosh, Geneva, and Lezell acted in furtherance of the common scheme or
plan to defraud FCHS of the escrow funds.
COUNT III – BREACH OF FIDUCIARY DUTY (ALL DEFENDANTS)
36. Plaintiff hereby incorporates the allegations in paragraphs 1 – 35 as if fully set forth
37. Ghosh, Geneva, and Lezell, by virtue of their agreements with FCHS and acceptance of
funds into escrow, created a fiduciary duty and relationship with FCHS.
38. The acts of Ghosh, Geneva, and Lezell in distributing escrow funds to themselves and not
acting to further the interests of FCHS was a breach of that fiduciary duty.
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39. As a result of that breach, FCHS has lost the value and use of those escrowed funds that
Ghosh, Geneva, and Lezell have presumably withdrawn and spent.
COUNT IV – NEGLIGENCE (ALL DEFENDANTS)
40. Plaintiff hereby incorporates the allegations in paragraphs 1 – 39 as if fully set forth
41. Ghosh and Geneva owed a duty to FCHS based on the representations and assurances
made by both regarding their ability to obtain construction financing and their ability to
safeguard the escrowed funds.
42. Lezell, as a licensed professional, owed a duty to FCHS to handle and safeguard
escrowed funds of FCHS in a professional and reasonable manner.
43. Ghosh, Geneva, and Lezell breached their respective duties by allowing the escrow funds
to be utilized for purposes other than intended by FCHS and the outward intent indicated
by Ghosh, Geneva, and Lezell.
COUNT V – FRAUD/INTENTIONAL MISREPRESENTATION (ALL DEFENDANTS)
44. Plaintiff hereby incorporates the allegations in paragraphs 1 – 43 as if fully set forth
45. Ghosh and Geneva falsely represented to FCHS, including but not limited to, their ability
to obtain construction financing, their purpose in entering into an agreement with FCHS,
the integrity of Lezell, the background of Lezell, their connections to funding sources,
their commitment to donate funds to the project, and the safety of escrowed funds.
46. Lezell falsely represented to FCHS, including but not limited to, his ability to act as
escrow agent, his background in the community, his connections in the community, and
his intentions with regard to the escrow funds.
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47. The security of the escrow funds, the ability of Ghosh, Geneva, and Lezell to obtain
financing, their relative connections in the financing world, their experience in obtaining
financing of this size and magnitude, and the professed safety of escrowed funds were all
material facts at issue in this agreement.
48. In each instance, Ghosh, Geneva, and Lezell made this false statements with full
knowledge of their false nature and were made with the intent to deceive FCHS and
create an air of reliability and safety for the escrowed funds.
49. FCHS took action in reliance on these statements in engaging Ghosh, Geneva, and Lezell
and depositing escrowed funds with Lezell.
VI. PRAYER FOR RELIEF AND DAMAGES
WHEREFORE, as to all counts, Plaintiff prays for judgment jointly and severally against
Defendants in this case in the amount of $250,000.00 (Two Hundred and Fifty Thousand
Dollars) as compensatory damages, $1,000,000.00 (One Million Dollars) as punitive damages,
attorney fees, and costs. Plaintiffs pray that this action be tried to a jury consistent the applicable
rules and statutes.
Respectfully submitted this 20th day of September, 2013
/s/ James D. Skeen
James D. Skeen (DC State Bar Id. No. 388724)
SKEEN & KAUFFMAN, LLP
911 North Charles Street
Baltimore, MD 21201
Attorney for Plaintiff