DATE FILED: December 13, 2018 9:10 AM

DISTRICT COURT, CITY AND COUNTY OF FILING ID: 48057E6E8AACC

DENVER, STATE OF COLORADO CASE NUMBER: 2018CV34599
1437 Bannock St.
Denver, CO 80202

PINEAPPLE COMPANY CORP., a Bahamas  COURT USE ONLY

corporation, _______________________
Plaintiff Case No.:
v.
Division:
GUIMEL BUSINESS LTD., a Colorado limited
liability company; and MARISE CIPRIANI, an
individual,

Defendants
Attorneys for Plaintiff:
J. Lucas McFarland, No. 33283
Cyd Hunt, No. 15058
EVANS & MCFARLAND, LLC
910 13th St., Suite 200
Golden, Colorado 80401
tel 303.279.8300
fax 303.277.1620
email: lmcfarland@emlawyers.com
chunt@emlawyers.com

PLAINTIFF’S FORTHWITH MOTION FOR PREJUDGMENT ATTACHMENT

PURSUANT TO C.R.C.P. 102

Plaintiff Pineapple Company Corp. (“Pineapple”), through counsel, J. Lucas McFarland

and Cyd Hunt of Evans & McFarland, LLC, hereby moves the Court to issue a writ of

attachment pursuant to C.R.C.P. 102. As grounds therefor, Plaintiff states as follows:

I. INTRODUCTION

In this case, Defendant Marise Cipriani and Guimel Business Ltd., Cipriani’s single-

member LLC, unequivocally owe Plaintiff $19,255,293.70 pursuant to a written Loan

Agreement. Moreover, Cipriani, a Brazilian national, has liquidated or is presently about to

liquidate her substantial Colorado holdings and to move herself and her assets out of the reach of

this Court, at which point Plaintiff will be unable to collect on this debt. As such, Plaintiff

requests prejudgment attachment of certain assets of Cipriani and Guimel in order to prevent the

Defendants from evading repayment to Plaintiff.

II. LEGAL STANDARD

C.R.C.P. 102 permits ex parte prejudgment attachment when a plaintiff, via affidavit, sets

forth that a defendant is indebted to the plaintiff and states facts showing a “reasonable

probability” that one or more bases for attachment exist. The bases for attachment in C.R.C.P.

102(c) include, as applicable here:

(4) The defendant is presently about to remove his property or effects, or a

material part thereof, from this state with intent to defraud, delay, or hinder one or
more of his creditors, or to render process of execution unavailing if judgment is
obtained.

and

(9) The defendant has departed or is presently about to depart from this state,
with the intention of having his property or effects, or a material part thereof,
removed from the state.

All these elements are met here, as set forth in the Verified Complaint and attached Affidavit.

III. DISCUSSION

A. Plaintiff’s Verified Complaint and Sworn Affidavit Establish the Right to

Prejudgment Attachment.

Defendant Marise Cipriani is the sole member of Defendant Guimel Business Ltd. In

2013, Guimel sought financing from J. P. Morgan Chase Bank N.A. Verified Complaint at ¶ 5.

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Neither Cipriani nor Guimel possessed adequate collateral to secure the multi-million dollar

loan, however a company called Amperes Administração e Participações Ltda. (“Amperes”),

owned by Cipriani’s sister, Valéria Pereira Fontana, held sufficient assets and agreed to

collateralize the loan. Id. In 2015, Guimel defaulted on its financing agreement with J.P.

Morgan, and J.P. Morgan enforced its security interest against the Amperes assets. Id. at ¶ 6.

On March 9, 2015, Defendant Guimel entered into a Loan Agreement with Amperes,

confessing a debt to Amperes in the amount of $19,255,293.70 and agreeing to repay that sum by

April 10, 2018. Id. at ¶ 8; Exhibit 1 to Verified Complaint. Defendant Cipriani personally

guaranteed this debt. Id. at ¶ 9. On January 16, 2018, consistent with the terms of the Loan

Agreement, Amperes assigned its rights under the Loan Agreement to Plaintiff Pineapple, and

Guimel and Cipriani stipulated to the assignment. Id. at ¶ 10.

Cipriani and her company failed to repay this debt by the due date, and despite numerous

additional promises, have still not made any payments on the debt. Id. at ¶¶ 11-12.

Cipriani is a Brazilian national. Exhibit 1, Fontana Affidavit at ¶ 11. Since the beginning

of 2018, Cipriani has been methodically liquidating her Colorado assets, while at the same time

refusing to use the proceeds to pay down her debt. Id. On February 2, 2018, she sold her 8,000

square foot Boulder home, which she had owned for over twenty years, for nearly $2 million.

She now rents another multi-million dollar home in Cherry Creek that will of course be immune

from collection. Exhibit 2, Boulder County Assessor Records; Verified Complaint at ¶ 2.

Cipriani also sold her private jet, and while the details of the sale are not publicly available, such

sale almost certainly generated in excess of seven figures. Exhibit 1, Fontana Affidavit at ¶ 11.

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 Most notably, in January 2018, Cipriani listed for sale her largest asset, the Granby

Ranch ski mountain and golf resort. Granby Ranch is a 5000-acre resort community owned by

Cipriani, located in Grand County, Colorado. See Exhibit A to Exhibit 1, Nov. 14, 2017 Denver

Post article, “Owner of Granby Ranch ski and golf resort plans to sell after 22 years.” Cipriani is

reportedly now under contract to sell the resort, with a scheduled closing date in approximately

one month, on January 15, 2019. Exhibit 1, Fontana Affidavit at ¶ 11.1

Cipriani purchased the Granby Ranch resort and property in 1995 for $12.5 million.

While there is no published listing price, and Cipriani has not divulged the sale price, the

property has undoubtedly appreciated substantially in the past twenty-three years. Cipriani’s

broker for the sale compared Granby Ranch to a similar resort in Montana that recently sold for

$115 million, but even a sale at half that number would likely generate sufficient equity to repay

the debt owed to Plaintiff. Exhibit 3, January 18, 2018 Summit Daily article, “Granby Ranch ski

resort goes on the market.”

Cipriani has repeatedly assured Plaintiff she will pay the at-issue debt upon the closing of

1
The bulk of the Granby Ranch real property is held in the name of Granby Realty Holdings,
LLC, an entity formed and operated by Cipriani. It appears that Granby Realty Holdings, LLC is
in turn owned by SolVista Corp. and Guimel – both entities formed and operated by Cipriani.
Plaintiff believes all these entities are ultimately solely owned by Cipriani, who holds herself out
as the sole owner of Granby Ranch. See Exhibit 1, Fontana Affidavit at ¶ 11, and Exhibits A, C,
and E thereto; Exhibit 3. While Plaintiff is confident that Cipriani is the sole beneficial owner of
the Granby Ranch resort, C.R.C.P. 102(h) specifically permits attachment of “real property, or
any interest therein belonging to the defendant, and held by any person, or standing upon the
records of the county in the name of any other person but belonging to the defendant.” Cipriani
and Guimel certainly have an interest the Granby Ranch property, and attachment of the real
property is therefore appropriate, even if the property is titled in the name of another affiliated
entity.

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the Granby Ranch sale. Exhibit 1, Fontana Affidavit at ¶ 11. Given the multiple broken

promises of payment and breached written agreements, however, Plaintiff recently sought some

reasonable assurances that it would indeed be repaid at closing. Id. Despite having orally

promised Plaintiff she would pay the debt at closing, Cipriani adamantly refused to agree to

undertake simple steps to ensure this payment, e.g., by recording a lien on the property in

Plaintiff’s favor or by instructing the title company to pay Plaintiff at closing. Id. Cipriani

claimed to undersigned counsel that she had a “moral obligation” to pay Plaintiff and that

signing such documents to ensure Plaintiff would be paid at closing would somehow tarnish that

moral obligation. Plaintiff quite reasonably interprets Cipriani’s refusal to undertake efficient,

virtually effortless assurances of repayment as an indication that she in fact has no intention of

making repayment at closing. Id.

Upon the sale of Granby Ranch, neither Cipriani nor Guimel will own any property in

Colorado of which Plaintiff is aware. Id. Guimel is not known to have any assets or operations

aside from Granby Ranch. As soon as Granby Ranch is sold, Cipriani’s and Guimel’s substantial

real property holdings will be converted to a significant amount of cash, which Cipriani can

easily remove from Colorado, hide from Plaintiff, and shield from any judgment collection

simply by depositing the funds into the domestic or offshore bank account of her choice.2 Given

the numerous broken promises of repayment, the breached written agreements for repayment,

and the refusal to sign basic documents to ensure repayment at closing of the Granby Ranch sale,

2
Cipriani initially indicated that Amperes would be repaid with funds from a bank account in
Asia, but later refused to make such payment. This demonstrates that Defendants utilize an
international network of bank accounts and that any funds from the sale of Colorado real estate
holdings would be difficult or impossible to track. Exhibit 1, Fontana Affidavit at ¶ 10.
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there is certainly a “reasonable probability” that Defendants have no intention of repaying

Plaintiff, and that they will not leave their millions in profit from the Granby Ranch sale sitting

in Colorado for Plaintiff to collect.

This conclusion is buttressed by the fact that Cipriani has expressed in interviews that

after the sale, she hopes to spend more time with her husband, who lives in Brazil. Exhibit 1,

Fontana Affidavit at Exhibits A, D, and E. In an article discussing the pending listing and sale of

Granby Ranch, Cipriani is quoted as saying, “It’s been a privilege being party of this community,

but this could be our last winter here.” Id. at Exhibit E. Of course, as previously discussed,

Cipriani also sold her home of over twenty years in Boulder. Again, given the liquidation of her

home and business, her statement that upon closing she wishes to spend more time with her

husband in Brazil, and her indication that she will no longer be a part of a Colorado community,

there is a “reasonable probability” that Cipriani is presently about to depart the state, along with

her belongings and effects, including the proceeds of the Granby Ranch sale.

The facts of this case justify issuance of a prejudgment writ of attachment pursuant to

C.R.C.P. 102(c)(4) and (9), in that they establish a reasonable probability that Defendants are

presently about to depart from this state, and intend to remove their property and effects from

this state, in a manner that will hinder Plaintiff in collecting on its debt or render unavailing the

judgment obtained in this lawsuit.

B. Any Bond Should be Minimal, Because Defendants Unequivocally Owe the Claimed
Debt to Plaintiff via a Clear Loan Agreement, and Because Defendants Can Avoid
Any Damage Caused by the Attachment by Agreeing to Place Sale Proceeds in
Escrow.

C.R.C.P. 102(d) provides in relevant part:

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 Before the issuance of a writ of attachment the plaintiff shall furnish a bond. . .in
an amount set by the court in its discretion, not exceeding double the amount
claimed, to the effect that if the defendant recover judgment, or if the court shall
finally decide that the plaintiff was not entitled to an attachment, the plaintiff will
pay all costs that may be awarded to the defendant, and all damages defendant
may sustain by reason of the wrongful suing out of the attachment.

The Court may determine in its discretion that the bond may be zero, particularly where the

affidavit presents compelling grounds for prejudgment attachment. See, e.g., Old Republic Nat.

Title Ins. Co. v. Kornegay, 292 P.3d 1111, 1118 (Colo. App. 2012) (“Thus, the rule gives the trial

court discretion to set the amount at zero if the court determines that circumstances do not

require a bond in a higher amount.”); see also Cont'l Oil Co. v. Frontier Ref. Co., 338 F.2d 780,

782 (10th Cir. 1964) (finding no bond required for preliminary injunction in “absence of proof

showing a likelihood of harm”); accord, Port-a-Pour v. Peak Innovations, Inc., 49 F. Supp. 3d

841, 874 (D. Colo. 2014) (setting $10,000 bond for preliminary injunction).

Plaintiff proposes that the bond here be set at $10,000.00. There is an unambiguous

Loan Agreement whereby Defendants agreed to pay Plaintiff $19,255.293.70.3 The instrument is

clear on its face, and there is little room for nuance, interpretation, or novel issues of law here.

Defendants have never argued that the Loan Agreement is invalid, or that they have made the

required payment; they will, however, have the opportunity to have any such arguments

promptly heard via the traverse procedure set forth in C.R.C.P. 102(n). This procedure generally

provides that defendants may file a traverse to the attachment and obtain a hearing on such issues

in no more than seven days to assert any such arguments. Because Defendants have a speedy

3
The Loan Agreement also provides for substantial penalties for late payment; however, Plaintiff
does not seek imposition of such penalties as part of the prejudgment attachment.
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remedy available in the form of a traverse hearing, there is little risk they will incur any

substantial damage in the interim such that a large bond would be necessary.

The Court may be concerned that granting prejudgment attachment here might interfere

with the pending sale of the Granby Ranch property, thus causing Defendants significant

damages. This is not the case, as Defendants can easily mitigate any such damages by depositing

$19,255,293.70 into the registry of the Court at closing, at which time the attachment is no

longer in effect. See C.R.C.P. 102(f). Indeed, Plaintiff would be happy to relinquish any writ of

attachment prior to closing, provided that Defendants produce a commitment from the title

company to issue payment of the $19,255,293.70 into the Court registry at closing. In such

manner, the sale can proceed uninterrupted, and Defendants can reserve any arguments as to

their liability under the Loan Agreement (to the extent they have any).

The $10,000 bond proposed by Plaintiff would be sufficient to cover any costs

Defendants might incur to traverse the attachment and be heard on this matter per C.R.C.P.

102(n).

IV. CONCLUSION

Defendants owe Plaintiff over $19 million. Without prejudgment attachment, by the time

Plaintiff obtains a judgment, Defendants’ only remaining hard asset will be liquidated, and the

many millions in profits moved out of the jurisdiction and unreachable. Given the antagonism

Defendants show for Plaintiff and their refusal to provide basic assurances for payment, it is

evident they will not voluntarily pay Plaintiff and will not leave the proceeds of the sale in a

Colorado bank account to be garnished. Only a prejudgment attachment on the valuable real

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property sitting in Colorado will provide Plaintiff with the ability to ensure it is ultimately paid

the money it is owed. The facts in the Verified Complaint and the attached Affidavit set forth

that Defendants are indebted to Plaintiff and show a reasonable probability that the bases for

prejudgment attachment exist. This situation, in which Defendants have sold their Colorado

home, are about to sell their remaining Colorado property and business, and have indicated they

will be leaving the jurisdiction, presents the archetypical case for prejudgment attachment.

WHEREFORE, Plaintiff respectfully requests that the Court issue a writ of attachment

directing the sheriff of Grand County, Colorado to attach the lands, tenements, goods, chattels,

rights, credits, moneys, and effects of Defendants. For the Court’s convenience, a proposed form

of writ is attached.

DATED this 13th day of December, 2018.

EVANS & MCFARLAND, LLC

The original signature is on file at Evans & McFarland,

LLC

By: /s/ J. Lucas McFarland

J. Lucas McFarland

ATTORNEYS FOR PLAINTIFF