VI.
CONDUCT OF THE ASSOCIATION-IN-FACT ENTERPRISE
§ 1962(c) CONDUCT OF THE ASSOCIATION-IN-FACT ENTERPRISE
Section 1962(c) is asserted from identified decisions, instructions, authorizations, and directions of enterprise affairs, stated person by person.
For each alleged § 1962(c) person, the record identifies:
RICO PERSON → DECISION AUTHORITY → DIRECTION OF AN ENTERPRISE AFFAIR → EXECUTING PERSON OR CHANNEL → COMMUNICATION OR INSTRUMENT → DATE → ALLEGED PREDICATE COURSE → DIRECT RESULT → CLAIMANT-SPECIFIC INJURY
GOVERNING STANDARDReves v. Ernst & Young, 507 U.S. 170, 179, 183–85 (1993); Walker v. Beaumont Independent School District, 938 F.3d 724, 738–39 (5th Cir. 2019).
PERSON-SPECIFIC OPERATION-OR-MANAGEMENT RECORD
BANK OF THE WEST
Operating-credit, collateral, valuation, default-enforcement, disposition, and payoff authority.
| DATE OR PERIOD | DECISION OR DIRECTION | EXECUTION | ENTERPRISE AFFAIR | RESULT | SUPPORT |
|---|---|---|---|---|---|
| AUGUST–SEPTEMBER 2019 | Stated that the proposed collateral transaction required AgTexas’s execution of the Consent to Easement | Consent requested and denied; Bank of the West recorded Deed of Trust No. 2019-05501 twenty-eight days later | Collateral access and lien position | Bank of the West recorded its asserted position without the requested AgTexas consent | EX-0165 | RECORD 0648 | DEED OF TRUST NO. 2019-05501 |
| MAY–JULY 2022 | Shut off the operating sweep, froze advances, classified the facility as an exit credit, and stated a $6,146,401.90 balance | Position-report and lender-communication channels implemented the decisions | Operating credit and working capital | Operating liquidity ended while the balance increased by $1,671,504.69 | EX-0294 | RECORD 0300 |
| AUGUST–NOVEMBER 2022 | Issued default and imposed the forbearance, paydown, and disposition calendar | Default notice, Modification and Forbearance Agreement, and transaction deadlines | Default enforcement and compelled disposition | $100,000 fee, $2,500,000 compelled paydown, expanded collateral enforcement, and sale deadlines | RECORD 0300 | EX-0311 |
| SEPTEMBER 2022 | Commissioned the appraisal | WT Appraisal valued the 1,436.178-acre operating property after the assignment had been described as the “Anastasia 100 AC improved pasture” | Valuation and transaction preparation | The complete operating-property valuation entered the lender file before Tony Martins was identified to Anastasia Anne Thiele | RECORD 0307 | RECORD 0317 | RECORD 0638 |
| FEBRUARY 2023 | Directed the payoff required for the Heifer Ranch closing | King Title distributed $2,778,895.49 to Bank of the West and $703,840.60 to AgTexas | Payoff, closing, and proceeds application | Anastasia Anne Thiele’s land value was applied to operating debt; the closing reported $0.00 cash to her | RECORD 0391 | RECORD 0393 | HUD 22-36290 |
Bank of the West allegedly directed the enterprise affairs involving operating credit, collateral access, default enforcement, appraisal scope, disposition timing, and application of claimant-owned property proceeds.
DIRECT RECORD PATHKLAAS TALSMA
Operator, borrower, internal decision source, disposition participant, and proceeds recipient.
| DATE OR PERIOD | DECISION OR DIRECTION | EXECUTION | ENTERPRISE AFFAIR | RESULT | SUPPORT |
|---|---|---|---|---|---|
| FEBRUARY 16, 2020 | Asserted a written two-of-three governance rule over the single-member company | Governance directive transmitted through the internal channel | Company governance and authority | Non-member control was asserted over company decisions | RECORD 0213 |
| APRIL 11, 2022 | Ordered that Anastasia Anne Thiele be denied access to the company books | Isaac Ghorbani confirmed same-day compliance and withheld access | Company information and accounting control | The sole member and manager was excluded from company and lender information | EX-0289 |
| 2022–2023 | Directed Ghorbani and participated in the default, sale, buyer, and transaction course | Position reports, transaction communications, Good Faith Agreement, lease, options, and asset records | Information, disposition, possession, and transfer | The Martins-affiliated transferee obtained exclusive transaction rights and possession | RECORD 0252 | RECORD 0325 | RECORD 0382 | RECORD 0398 | RECORD 0420 |
| FEBRUARY 2023 | Executed the herd-liquidation and proceeds structure | Auction, account, payoff, and closing channels | Herd disposition and operating-debt payoff | Herd proceeds and Anastasia’s land value retired the operating line | RECORD 0393 | RECORD 0396 | RECORD 0410 | RECORD 0411 |
| JULY 2024 | Participated in the dairy disposition and closing allocations | Closing, excluded-assets, qualified-intermediary, and creditor-pool instruments | Transfer and proceeds allocation | Property and value were routed through the operator-side structure; the seller consideration moved to the qualified-intermediary and creditor-pool channels under the disbursement agreement | RECORD 0505 | RECORD 0506 | RECORD 0507 | RECORD 0521 |
Klaas Talsma allegedly directed enterprise affairs involving company governance, access to records, operation of the dairy, disposition of the herd and business assets, buyer positioning, and proceeds allocation while holding no membership interest in Two Sisters Dairy LLC.
DIRECT RECORD PATHISAAC GHORBANI
Internal controller, lender conduit, information gatekeeper, transaction drafter, and proceeds-direction channel.
| DATE OR PERIOD | DECISION OR DIRECTION | EXECUTION | ENTERPRISE AFFAIR | RESULT | SUPPORT |
|---|---|---|---|---|---|
| 2019–2022 | Controlled transmission of company position reports, lender information, and account records | Supplied selected financial information through the lender channel | Company information, accounts, and lender access | The internal controller became the principal information channel between the dairy operation and the financial institutions | RECORD 0172 | RECORD 0184 | EX-0294 |
| APRIL 11, 2022 | Received and implemented Talsma’s company-books lockout order | Confirmed compliance and withheld accounting access | Information and governance control | Anastasia Anne Thiele was excluded from company records during the operating-line increase and default sequence | EX-0289 |
| 2022–2023 | Supplied position data and transmitted appraisal, bank, buyer, and transaction materials | Information and documents were routed among Bank of the West, AgTexas, the buyer, counsel, and accounting channels | Default support, valuation, and buyer preparation | The lender and buyer channels operated through information unavailable to the recorded owner | EX-0294 | RECORD 0307 | RECORD 0382 | RECORD 0393 | EX-0647 |
| 2023–2024 | Drafted or prepared transaction, asset, and allocation records and directed identified proceeds | Agreements, asset schedules, closing instructions, and funds directions | Possession, transfer, closing, and proceeds | Non-owner transaction terms and distributions were entered into the closing and accounting record | RECORD 0382 | RECORD 0398 | RECORD 0506 | RECORD 0507 | EX-0647 |
Isaac Ghorbani allegedly directed and controlled enterprise affairs involving company information, lender access, position reporting, buyer communications, transaction terms, asset allocations, and movement of proceeds. His § 1962(c) position does not rest solely on his compliance with Talsma’s instruction. It rests on the additional alleged acts through which he controlled information channels, prepared transaction terms, and directed funds.
DIRECT RECORD PATH- SECTION IV | GHORBANI-LINKED ACT, AGREEMENT, AND EXECUTION RECORD
- SECTION V | GHORBANI PERSON AND AGREEMENT RECORD
- SECTION VII | INFORMATION, BUYER AND CLOSING EVENTS
- SECTION VIII | CLAIMANT-SPECIFIC INJURY REGISTER | DIRECT CAUSATION CHAINS
- SECTION IX | SOURCE-TO-USE RECORD | DISTINCT USE-OR-INVESTMENT INJURY
DIRECTED ENTERPRISE-AFFAIR CHAINS
| DIRECTING PERSON | DIRECTION OR DECISION | EXECUTING PERSON OR CHANNEL | INSTRUMENT OR COMMUNICATION | RESULT | SUPPORT |
|---|---|---|---|---|---|
| BANK OF THE WEST | Obtain AgTexas consent before the proposed collateral-access closing | Ghorbani | Anastasia Anne Thiele | AgTexas | Consent to Easement communications | AgTexas denied the consent; Bank of the West recorded Deed of Trust No. 2019-05501 twenty-eight days later | RECORD 0648 | 2019-05501 |
| KLAAS TALSMA | Deny Anastasia Anne Thiele access to the company books | Isaac Ghorbani | April 11, 2022 written instruction and compliance | Sole member and manager excluded from company and lender information | EX-0289 |
| BANK OF THE WEST | SALISBURY, J | Shut off sweep, freeze advances, classify exit credit, demand $6,146,401.90, and impose disposition deadlines | Ghorbani | Talsma | Anastasia Anne Thiele | Position reports, lender communications, default notice, and forbearance instrument | Operating facility moved from active credit to compelled disposition | EX-0294 | RECORD 0300 | EX-0311 |
| BANK OF THE WEST | BINNER, D | Commission the appraisal | WT Appraisal, Inc. | Appraisal engagement and completed appraisal | Entire 1,436.178-acre operation valued before buyer disclosure | RECORD 0307 | RECORD 0317 | RECORD 0638 |
| TALSMA AND GHORBANI | Advance the exclusive Martins transaction | Martins entities | O&B | counsel | accounting channel | Good Faith Agreement, lease, options, consents, asset exclusions, and allocation records | Martins-affiliated entities obtained possession and purchase rights | RECORD 0382 | RECORD 0398 | RECORD 0420 | EX-0647 |
| BANK OF THE WEST | Close the Heifer Ranch and apply the proceeds to lender payoffs | King Title | Wilson, L | Ghorbani | HUD 22-36290 and payoff instructions | $2,778,895.49 paid to Bank of the West, $703,840.60 paid to AgTexas, and $0.00 cash reported to Anastasia Anne Thiele | RECORD 0391 | RECORD 0393 | HUD 22-36290 |
§ 1962(c) CONDUCT EPISODES
| EPISODE | DATE | DIRECTING PERSONS | ENTERPRISE AFFAIR | DIRECTED CONDUCT | RESULT | SUPPORT |
|---|---|---|---|---|---|---|
| C-01 | AUGUST–SEPTEMBER 2019 | BANK OF THE WEST | Collateral access | Consent condition, AgTexas denial, and subsequent recording | Bank of the West position recorded across the identified collateral | EX-0165 | RECORD 0648 | 2019-05501 |
| C-02 | FEBRUARY 2020–APRIL 2022 | TALSMA | GHORBANI | Governance and information | Two-of-three directive and company-books lockout | Owner authority displaced and records withheld | RECORD 0213 | EX-0289 |
| C-03 | MAY–NOVEMBER 2022 | BANK OF THE WEST | TALSMA | GHORBANI | Operating credit and compelled disposition | Sweep shutoff, advance freeze, exit-credit designation, default, and forbearance calendar | $6,146,401.90 demand tied to debt reduction and disposition deadlines | EX-0294 | RECORD 0300 | EX-0311 |
| C-04 | SEPTEMBER–DECEMBER 2022 | BANK OF THE WEST | GHORBANI | Valuation and buyer preparation | Whole-operation appraisal following the 100-acre description; buyer-related information channel | Acquisition entity and valuation prepared before buyer disclosure | RECORD 0304 | RECORD 0307 | RECORD 0638 |
| C-05 | JANUARY 2023–JULY 2024 | TALSMA | GHORBANI | BANK OF THE WEST | Herd and land disposition, possession, closing, and proceeds | Herd liquidation, lender payoffs, exclusive buyer transaction, possession, sale, and distributions | Land, herd, operation, assets, and proceeds moved through the identified transfer structure | RECORD 0393 | RECORD 0398 | RECORD 0420 | RECORD 0507 |
Each episode links to the corresponding alleged predicate act in Section IV. A financing, appraisal, closing, lien, release, or refinancing event carries the racketeering-activity label only where Section IV identifies the actor-specific predicate and its statutory elements.
RELATED ACTORS UNDER OTHER STATUTORY PATHS
The following conduct remains part of the RICO record and is cross-referenced to the statutory and evidentiary paths carried by each identified act.
| ACTOR | CONDUCT PRESERVED | PRIMARY RECORD PLACEMENT |
|---|---|---|
| AGTEXAS FARM CREDIT SERVICES | Consent and acceleration authority; buyer-side financing; Martins-specific transfer approval; retained seller note and liens; $33,000,000 refinancing increased to $40,000,000 | § 1962(a) USE OR INVESTMENT | § 1962(b) CONTROL | § 1962(d) AGREEMENT | ENTERPRISE RELATIONSHIPS | INCOME, PROCEEDS & ASSET DISPOSITION |
| BMO BANK, N.A. | Buyer acquisition financing; two $15,000,000 notes (deed of trust; equipment-and-fixtures UCC-1) plus a $2,000,000 deed — $32,000,000 recorded; releases preceding the AgTexas takeout | § 1962(a) USE OR INVESTMENT | § 1962(b) CONTROL | § 1962(d) AGREEMENT | INCOME, PROCEEDS & ASSET DISPOSITION |
| TONY MARTINS AND 3T ENTITIES | Pre-financing, possession, purchase rights, acquisition, receipt of transferred assets, and refinancing | § 1962(a) | § 1962(b) | § 1962(d) | TRANSFEREE, INCOME, PROCEEDS & ASSET-DISPOSITION RECORD |
| O&B FARMS, INC. | Interim acquisition, leaseback, possession structure, record title, and onward conveyance | § 1962(b) | § 1962(d) | INTERMEDIARY TRANSFER RECORD |
| BOUCHER, MORGAN & YOUNG | Asset coding, tax workpapers, return preparation, unperformed true-up, and tax allocation | § 1962(d) AGREEMENT AND IMPLEMENTATION | ACT-SPECIFIC RECORD — SECTION IV | IRS AND INSTITUTIONAL ENFORCEMENT | CAUSATION |
| VICK, G | CMA drafting and incorporation of the 50/50 disposition allocation | § 1962(d) AGREEMENT AND IMPLEMENTATION | ACT-SPECIFIC RECORD — SECTION IV | CLOSING-ALLOCATION CAUSATION |
| COAN & ELLIOTT, P.C. | WARD, M | Agency waiver, creditor consents, sales contracts, releases, and transaction-agent designation | § 1962(d) AGREEMENT AND IMPLEMENTATION | ACT-SPECIFIC RECORD — SECTION IV | TRANSFER DOCUMENTATION |
| KING TITLE COMPANY | Settlement statements, lender payoffs, closing calendar, escrow, and proceeds distributions | § 1962(d) AGREEMENT AND IMPLEMENTATION | ACT-SPECIFIC RECORD — SECTION IV | CAUSATION | INCOME, PROCEEDS & ASSET DISPOSITION |
| WILSON, L | Person-specific closing communications, wire execution, shipment, notarization, and disbursement activity | § 1962(d) AGREEMENT AND IMPLEMENTATION | ACT-SPECIFIC RECORD — SECTION IV | PERSON-SPECIFIC CLOSING RECORD |
Each actor is cross-referenced to the statutory and evidentiary pathway supported by the identified act, communication, instrument, function, and resulting property effect.
§ 1962(d) CROSS-REFERENCE
Agreement is separately developed in SECTION V | ACTOR-SPECIFIC AGREEMENT RECORD.
Section V identifies for each alleged conspirator:
- the objective allegedly known;
- the communication or instrument showing that knowledge;
- the function performed;
- the substantive § 1962 violation facilitated;
- and the independently wrongful conduct that caused injury.
Under Salinas, agreement to facilitate the objective suffices for § 1962(d); the § 1962(c) operation-or-management standard is applied to the substantive actors.
DIRECT SUPPORT
EX-0165 | RECORD 0184 | RECORD 0213 | RECORD 0234 | RECORD 0241 | EX-0289 | EX-0294 | RECORD 0300 | RECORD 0304 | RECORD 0307 | EX-0311 | RECORD 0382 | RECORD 0393 | RECORD 0398 | RECORD 0420 | RECORD 0507 | RECORD 0519 | RECORD 0630 | RECORD 0638 | RECORD 0642 | EX-0646 | EX-0647 | RECORD 0648
HUD 22-36290 | HUD 24-39066 | DEED OF TRUST NO. 2019-05501 | CMA EXHIBIT A | AGENCY WAIVER | MARTINS-SPECIFIC CONSENT | SALES CONTRACTS | RELEASE INSTRUMENTS