Case: 25CI1:25­cv­00187­WLK Document #: 2 Filed: 03/07/2025 Page 1 of 11

CIRCUIT COURT OF HINDS COUNTY, MISSISSIPPI

FIRST JUDICIAL DISTRICT

MOCKINGBIRD HOLDINGS, LLC and

MOCKINGBIRD CANNABIS LLC PLAINTIFFS

vs.

WARREN BUNCH;
TEMPE HOLDINGS, LLC;
R. CHARLES WILKIN; AND
WILKIN FAMILY TRUST DEFENDANTS

COMPLAINT

Mockingbird Holdings, LLC and Mockingbird Cannabis LLC (collectively, the

"Company") file this Complaint against Warren Bunch, Tempe Holdings, LLC, R. Charles

Wilkin and Wilkin Family Trust.

Parties

1. Mockingbird Holdings, LLC is a Mississippi limited liability company in good

standing.

2. Mockingbird Cannabis, LLC is a Mississippi limited liability company in good

standing.

3. Warren Bunch ("Bunch") is an adult resident citizen ofthe State of Oklahoma.

He may be served with process at 7501 North Country Club Drive, Oklahoma City, Oklahoma

73116-4319.

4. Tempe Holdings, LLC is an Oklahoma limited liability company that may be

served with process through its registered agent, Warren Bunch 7501 North Country Club Drive,

Oklahoma City, Oklahoma 73116-4319.

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5. R. Charles Wilkin ("Wilkin") is an adult resident citizen of the State of Oklahoma.

He may be served with process at 6960 Foxbriar Drive, Tulsa, Oklahoma 74132-1003.

6. Wilkin Family Trust, LLC is a trust created under the laws of a state other than

Mississippi which may be served with process on its trustee, R. Charles Wilkin, 6960 Foxbriar

Drive, Tulsa, Oklahoma 74132-1003.

Jurisdiction and Venue

5. Each Defendant is subject to personal jurisdiction pursuant to one or more

provisions ofMississippi' s Long-Arm Statute, Miss. Code Ann. § 13-3-57.

6. Insofar as substantial acts giving rise to the claims herein occurred in Hinds

County, venue is proper pursuant to Miss. Code Ann.§ 11-11-3.

Preliminary Statement

7. Defendants are subject to the Company' s Second Amended and Restated

Operating Agreement ("Operating Agreement") which provides for binding arbitration. The

Operating Agreement is deemed confidential; Defendants are or should be in possession of the

Agreement which is not attached hereto but is incorporated herein by reference. The Operating

Agreement will be attached to this Complaint upon entry of an appropriate order, sealing the file.

8. The Company has claims against the Defendants and prefers to resolve those

claims in arbitration pursuant to an arbitration clause in the Operating Agreement. However, the

Company' s claims are subject to Mississippi ' s three year statute oflimitations set forth in Miss.

Code Ann. § 15-1-49. The Company' s claims and the Company' s right to compel arbitration

could be time-barred should any Defendant refuse to participate in arbitration. Consequently, this

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action is filed to primarily to preserve the Company' s claims and to compel arbitration. Solely

in the alternative, should this Court deny a motion to compel arbitration, the Company seeks a

judgment for the relief demanded herein.

Relevant Facts

9. The Company is engaged in the licensed, legal cultivation, processing and sale of

medical cannabis within the State of Mississippi. It was formed as a Mississippi limited liability

company in January 2021.

10. Wilkin was one of the Company' s original founders. At or shortly after the

Company' s formation, he was named Chief Administrative Officer ("CAO"). At all relevant

times, Wilkin also served as the Chairman of the Company' s Board of Managers. He participated

in and directed all aspects ofthe Company' s formation, structure, finances, business planning and

operations.

11. Wilkin was granted 8,000 non-capital membership units in the Company which

he holds either individually or in Defendant Wilkin Family Trust, an entity he controls. Wilkin

paid no cash consideration for these units.

12. Within three weeks of the Company' s founding, Bunch was appointed the

Company' s Chief Financial Officer ("CFO") on January 28, 2021. He remained in that position

until at least May, 2022. As the Company' s CFO, Bunch was principally responsible for the

Company' s financial books and records and for forecasting and managing the Company' s cash

and capital needs.

13. Bunch was granted 4,000, non-capital membership units in the Company which

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he holds in Defendant Tempe, a company owned and controlled by him. Bunch paid no cash

consideration for these units.

14. At some point in 2022, Wilkin and Bunch entered into a conspiracy to redeem and

have the Company sell non-capital units held by eight individuals (referred to herein as

"Founders"), including Wilkin and Bunch. Wilkin was the chief architect of the redemption and

sale. At all relevant times, Wilkin and Bunch were officers of the Company, and Wilkin served

as the Chairman of the Company' s Board of Managers.

15. The redemption and the sale of non-capital "Founders units" occurred at a time

the Company had no operating income and was in desperate need of capital to fund operations

and complete the build out of its cultivation facility.

16. Wilkin and Bunch led non-Founder members of the Company' s Board of

Managers to believe that the proceeds from the Company' s sale of the units would be the

Company' s funds. Despite this representation, following the Company' s receipt of the proceeds

from the sale of the units, Wilkin received $2,180,833 , primarily in cash, directly from the

Company. Bunch received $933,333 in cash and $67,000 in non-cash consideration. After he

resigned from the Company, Bunch separately sold additional non-capital units to two individual

investors for a total of $1 .33 million.

17. Wilkin and Bunch prepared and distributed financial forecasts to insiders and

investors which were not even remotely reasonable or realistic. As an experienced financial

advisor, Bunch knew, or should have known, the forecasts contained material errors or omissions

which can only be reasonably explained as intentional and fraudulent in order to justify the

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redemption and sale of $8 .33 million in non-capital units that benefitted him directly. As a

lawyer and experienced cannabis company operator, Wilkin knew, or should have known, the

financial forecasts were fraudulent.

18. The aforementioned financial forecasts were foundational to the fraudulent and

improper redemption and sale of $8.3 million of non-capital Founder units from which Wilkin

and Bunch personally profited.

19. As part of the scheme to defraud the Company, after the Company received the

proceeds of the sale of the non-capital units, Wilkin and Bunch used the Company as a "transfer

agent" to funnel $8.33 million to the founders, including themselves.

20. Wilkin and Bunch either knew or should have known the Company could not

afford to transfer $8 .33 million of investor capital for the sale of non-capital membership units.

These events have resulted in substantial harm to the Company.

Claims

Claim One - Breach of Fiduciary Duty

21 . As officers, Wilkin and Bunch owed the Company the fiduciary duties of loyalty

and care. Pursuant to Mississippi law, the duty ofloyalty generally required Wilkin and Bunch

to act in manner consistent with the best interests of the Company. Specifically, Wilkin and

Bunch each had a duty to act in good faith and avoid conflicts of interest, self dealing and

appropriation of corporate opportunities. The duty of care required Wilkin and Bunch to perform

their duties to the Company in good faith and with the care that an ordinarily prudent person

would reasonably be expected to exercise in a like position and under similar circumstances.

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22. While the Company has struggled financially, consistently operated at a deficit and

been unable to provide a return on investment to its investors, Bunch personally profited a total

of $1 million while serving as the Company' s CFO and another $1.33 million very shortly after

he was CFO. Wilkin personally profited $2 million. These amounts were not executive

compensation; Wilkin and Bunch each received regular compensation for their services as

officers.

23. At all relevant times Wilkin and Bunch were well aware of the Company' s cash

position and capital needs and had a duty to not redeem and sell non-capital units for personal

profit at the Company' s expense. They each had a fiduciary duty to object to others' redemption

and sale of non-capital units. Instead of objecting, Wilkin and Bunch facilitated and profited from

the sale. This is self-dealing in violation of Wilkin and Bunch' s fiduciary duties.

24. Wilkin and Bunch' s non-capital units were sold to new, outside investors. The

Company needed the capital those same investors would have injected into the Company. This

placed Wilkin and Bunch in a conflict of interest which they each resolved by self-dealing. By

their self-dealing, Wilkin and Bunch wrongfully appropriated corporate opportunities in violation

of their fiduciary duties to the Company.

25 . Wilkin and Bunch' s wildly speculative, foundationally flawed pro forma financial

forecasts served to support the redemption of non-capital units. The forecasts had no basis in fact

or reality and were fraudulent, violating Wilkin and Bunch' s fiduciary duty of care.

26. Wilkin and Bunch' s redemption and the sale of non-capital units were not

corporate acts, did not benefit the Company (and, to the contrary, damaged the Company) and

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consequently were personal, ultra vires acts not protected by the business judgment rule.

27. Wilkin and Bunch' s breaches of their fiduciary duties directly and proximately

caused the Company's damages.

Claim Two - Fraud

28. Wilkin and Bunch' s breaches of fiduciary duty detailed above were part of a

scheme and conspiracy to defraud the Company. In furtherance of the conspiracy to defraud the

Company, Wilkin and Bunch led non-Founder members of the Company' s Board of Managers

to believe that the Company would retain and benefit from the proceeds of the sale of the

Founders' non-capital units. The non-Founder Board members reasonably relied on the truth of

this representation and consequently were induced to not object to the sale. Wilkin and Bunch

intended that the non-Founder Board members would reasonably rely on this false, material

representation. These facts constitute fraud, directly and proximately causing the Company' s

damages.

Claim Three - Fraudulent Concealment

29. Wilkin and Bunch concealed material aspects of their redemption and the sale of

non-capital Founders' units. Specifically, non-Founder members of the Company' s Board of

Managers were led to believe that the Company would receive and retain the proceeds of the sale

of the units. This induced non-Founder board members to not object to the transactions, thereby

allowing Wilkin and Bunch to personally reap millions of dollars. Both before and following

Wilkin and Bunch' s redemption and the sale of non-capital units, as detailed herein, non-Founder

board members repeatedly requested financial transparency, to include access to banking

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transactions which would have revealed the true nature of the redemption and sale. However,

Wilkin and Bunch made excuses for their failure to provide financial information or ignored the

requests altogether. Thus, non-Founder members of the Company' s Board were diligent in

seeking information that would have revealed Wilkin and Bunch' s fraud. While this action is

filed within the applicable statute of limitations, pursuant to Miss. Code Ann. § 15-1-67, the

statute of limitations was tolled based on Wilkin and Bunch' s fraudulent concealment of the

claims herein.

Claim Four- Civil Conspiracy

30. By concocting the plan to sell non-capital units under the circumstances set forth

herein, preparing fraudulent financial projections, and misrepresenting to non-Founder members

ofthe Board of Managers that the Company would receive and retain the proceeds of the sale of

the Founders' non-capital units while intending to personally profit from the sale, Wilkin and

Bunch conspired to commit fraud. Wilkin and Bunch are jointly and severally liable for all

wrongful acts committed by any party in furtherance of the conspiracy. Wilkin and Bunch' s

participation in the conspiracy directly and proximately caused the Company' s damages.

Claim Five- Joint Liability

31. Breach of fiduciary duty, fraud and civil conspiracy are intentional torts under

Mississippi law. Section 85-5-7 of the Mississippi Code imposes joint and several liability on

any party who "consciously and deliberately pursue[s] a common plan or design to commit a

tortious act, or actively take[s] part in it." Pursuant to§ 85-5-7, Wilkin and Bunch are each

individually liable for the entire $8.33 million loss suffered by the Company and have no right

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of contribution or indemnity.

Claim Six - Equitable Relief

32. This Court has pendent jurisdiction to award equitable relief. Based on

Defendants' conduct, as detailed herein, it would be inequitable to permit Defendants to maintain

ownership of any remaining units of equity in the Company for which they did not pay; those

units should be equitably cancelled.

Claim Seven- Arbitration

33 . Defendants hold units of ownership in the Company and are "members" of the

Company. Paragraph 19.5 of the Company' s Operating Agreement - which was signed by Wilkin

and Bunch - provides in full , as follows :

Any claim, controversy, or dispute arising out of or relating to this Agreement

shall, except as set forth herein, be settled by arbitration in Jackson, Mississippi,
in accordance with the rules of the American Arbitration Association. This
agreement to arbitrate shall survive the termination of this Agreement. Any
arbitration shall be undertaken pursuant to the Federal Arbitration Act, where
applicable, and the decision of the arbitrators shall be final , binding, and
enforceable in any court of competent jurisdiction. In any dispute in which a party
seeks in excess of $500,000 in damages, three arbitrators shall be employed.
Otherwise, a single arbitrator shall be employed. All costs relating to the
arbitration shall be borne equally by the parties, other than their own attorney's
fees . The arbitrators shall not award consequential, exemplary or punitive
damages. Discovery depositions shall not be taken in the arbitration proceedings.

34. Arbitration provisions that require arbitration of "any claim, controversy, or

dispute arising out of or relating to" the agreement within which the provision is contained are

deemed "broad" and given of expansive reach. For the Company' s claims to be arbitrable, it is

only necessary that its claims "touch" matters covered in the Operating Agreement. Ownership

of Company equity units is controlled by the Operating Agreement. Because each of the

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Company' s claims set forth in this Complaint relates to Defendant' s redemption and the sale of

Company equity units, the claims are within the scope of the Arbitration Provision.

35. Accordingly, the Company seeks an order, compelling Defendants to submit to

arbitration of the Company' s claims and further staying this action, pending the conclusion of

arbitration.

Claim Eight- Punitive Damages

36. The Company will seek by an appropriate motion to compel Defendants to

arbitrate each of the Company' s claims. However, should Defendants successfully oppose that

motion or refuse to participate in arbitration, and solely in the alternative to arbitration, the

Company seeks punitive damages based on the Wilkin and Bunch' s commission ofthe intentional

torts pled herein, including actual fraud. Such damages should be in an amount sufficient to

punish Wilkin and Bunch and to deter others from engaging in similar conduct.

Jury Demand

37. The Company will seek by an appropriate motion to compel Defendants to

arbitrate each of the Company' s claims. However, should Defendants successfully oppose that

motion or refuse to participate in arbitration, and solely in the alternative to arbitration, the

Company demands a trial by jury of all issues so triable.

WHEREFORE, the Company respectfully requests that upon motion, the Court order

Defendants to submit to arbitration of the Claims herein pursuant to the above-quoted arbitration

clause and stay this action pending the conclusion of arbitration. Solely in the alternative, the

Company respectfully requests that a joint and several judgment be rendered in its favor against

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the Defendants in the sum of$8 .33 million, or solely in the alternative, $1 million against Wilkin

and Wilkin Family Trust and $1 million against Bunch and Tempe Holdings, together with pre-

judgment and post-judgment interest, attorneys ' fees and costs. Further, based on the intentional

conduct detailed herein, the Company requests that any remaining Company units held by

Defendants be equitably cancelled. Should the claims herein be deemed not subject to arbitration,

the Company seeks punitive damages in an amount to be determined by a jury. The Company

further requests such other and general relief to which it is entitled.

Respectfully submitted this 1~ay of March, 2

ATTORNEY FOR MOCKINGBIRD

HOLDINGS , LLCAND MOCKINGBIRD
CANNABIS LLC

OF COUNSEL:

COSMICH SIMMONS & BROWN, PLLC

100 Vision Drive, Suite 200 (39211)
Post Office Box 22626
Jackson, MS 39225-2626
T: 601.863 .2100
F: 601.863 .0078
E: mike@cs-law.com

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