STATE OF NEW MEXICO

COUNTY OF BERNALILLO
SECOND J UDICIAL DISTRICT

No. D-202-PB-2010-00633


IN THE MATTER OF THE ESTATE OF
MARY Y. C. HAN, DECEASED,

ELIZABETH WALLBRO, as Personal
Representative of the Estate of Mary Y. C. Han,
deceased,

Plaintiff,

-vs-

PAUL J OHN KENNEDY, individually, as
original Personal Representative of the Estate of
Mary Y. C. Han, and as an officer, director,
manager, shareholder, member, and/or partner of
Kennedy & Han, P.C., 201, LLC, and the 1019
Partnership; KENNEDY & HAN, P.C., a New
Mexico professional corporation, 201, LLC, a
New Mexico limited liability company; and the
1019 PARTNERSHIP,

Defendants.

ANSWER TO COMPLAINT FOR AN ACCOUNTING, FOR BREACH OF
CONTRACT, AND FOR BREACH OF FIDUCIARY DUTIES

COMES NOW Defendant Paul J ohn Kennedy, by and through his counsel of record,
Peifer, Hanson & Mullins, P.A., and hereby states the following in answer to the Complaint filed
on May 21, 2014:
1. Defendant admits Paragraphs 1, 2, 3, 4, 5, and 6 of the Complaint.
2. Defendant admits Paragraph 7 and further states that, at the request of his law
partners daughter and sole heir, Ms. Han-Noggle, he volunteered to open the estate and serve as
Personal Representative of the Estate without compensation and that he continued to serve until
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Ms. Han-Noggle made arrangements for a substitute personal representative. When Defendant
disclosed these arrangements to Ms. Han-Noggle, he received her thanks for his assistance.
3. Defendant admits Paragraph 8 of the Complaint.
4. Defendant denies Paragraphs 9, and 10. Han-Noggle affirmatively consented to
the appointment and asked for Defendants assistance.
5. Defendant admits Paragraph 11 of the Complaint. Defendant further states that he
informed Ms. Han-Noggle of his appointment and provided her status reports of the proceedings in
that matter while Defendant served as Personal Representative. Defendants contact with
Han-Noggle was consistent and frequent.
6. Defendant denies Paragraph 12.
7. Defendant admits Paragraph 13.
8. Defendant states that the allegations in Paragraph 14 are legal conclusions to which
no response is required. To the extent any response by Defendant is deemed to be required,
Paragraph 14 is denied as Han-Noggle fully acquiesced in the opening of an estate for her mother
with Defendant as Personal Representative, and was kept fully apprised of all proceedings in that
matter, expressing her thanks for Defendants willingness to assist her.
9. Defendant denies Paragraphs 15 and 16. All personalty has been turned over or
offered to the Plaintiff by Defendant. Virtually all realty and financial assets have been
transferred to Han-Noggle. Plaintiff has refused to co-operate in the transfer of the remaining
assets. Furthermore, Han-Noggle specifically and in writing waived any requirement for an
accounting when she assumed duties as Personal Representative in September 2011.
10. Defendant admits Paragraphs 17, 18, 19, 20 and 21.
11. Defendant admits Paragraph 22. After resigning as Personal Representative,
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Defendant made efforts to obtain direction from Plaintiff regarding the Estates shares in Kennedy
& Han, P.C. Defendant has attempted to enter into discussions regarding these shares. Plaintiff
rebuffed these efforts. Plaintiff engaged multiple attorneys who have been terminated or resigned
from their representation of the Estate and Defendant has not received the Estates cooperation in
Defendants efforts to resolve the Estates interest in the corporation. Since her appointment,
Plaintiff has not offered the stock to the corporation for sale.
12. Paragraph 23 is admitted. While Defendant did not offer the shares to the
Corporation while he served as Personal Representative, he understood that the parties would
negotiate and agree to a value for the shares after he resigned as Personal Representative and when
the successor Personal Representative was prepared to wrap up that portion of the Estate.
Plaintiff apparently shared this understanding, as Plaintiff has likewise not made any offer of these
shares to the Corporation since assuming the role of Personal Representative in August of 2012.

13. Paragraph 24 is denied. As stated in response to Paragraph 23, the Defendant was
seeking to reach an agreement with Plaintiff on a value for the shares, and Plaintiff did not seek to
begin any formal valuation process on behalf of the Estate.
14. Defendant states that the allegations in paragraphs 25 and 26 are legal conclusions
to which no response is required. To the extent any response by Defendant is deemed to be
required, Defendant denies such allegations.
15. Paragraph 27 is admitted. As stated in response to Paragraph 23, the Defendant
was seeking to reach an agreement with Plaintiff on a value for the shares, and Plaintiff did not
seek to begin any formal valuation process on behalf of the Estate.
16. Paragraph 28 is admitted.
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17. With respect to Paragraph 29 Defendant admits that the Employment Agreement
sets out a severance benefit, but denies that Paragraph 29 correctly states the terms of the severance
benefit. Defendant denies the remaining allegations in Paragraph 29.
18. Paragraph 30 is denied.
19. With respect to Paragraph 31 Defendant admits that the Employment Agreement
provides for payment of Special Payments, and denies that Paragraph 31 correctly states the
terms and conditions of the Special Payments. All remaining allegations in Paragraph 31 are
denied.
20. Paragraph 32 is denied. Substantial payments have been made by Defendant to,
for and on behalf of the Estate.
21. Paragraphs 33 and 34 are denied and Paragraph 35 is denied as unintelligible.
22. Paragraphs 36, 37 and 38 are admitted.
23. Paragraph 39 is admitted, however, because Ms. Han-Noggle stated that she may
wish to remain invested in real property owned by the Company, Defendant has not made
arrangements to purchase this interest pending receipt of Ms. Han-Noggles decision regarding
whether to remain in the partnership or to be bought out.
24. Paragraph 40 is denied. Defendant has provided Plaintiff with an appraisal of real
property held by the Company.
25. Paragraphs 41, 42 and 43 are admitted. Plaintiff has not responded to inquiries or
engaged in discussions regarding the appraisal of this property and has not asked Defendant to
arrange for the purchase or sale of the interest in this property and has not indicated that either the
Estate or Ms. Han-Noggle no longer wish to be invested in this property.
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26. Paragraphs 44, 45 and 46 are denied. Defendant states that all rents received by
201, LLC were paid against outstanding obligations of the LLC. As stated in response to
Paragraph 23 of the Complaint, Ms. Han-Noggle indicated that she may wish to remain invested in
the property. Defendants actions have been consistent with this instruction.
27. Paragraphs 47 and 48 are admitted.
28. Paragraph 49 is admitted.
29. Paragraphs 50, 51, 52 and 53 are denied. Defendant further states that he
transferred a 50 percent interest in the partnership to Han-Noggle. Defendant also transferred
multiple items of realty outside the partnership to Han-Noggle. Defendant further arranged for
the transfer of another significant financial asset to Han-Noggle. Defendant also arranged for the
transfer of substantial monies to Han-Noggle. All of this occurred within a relatively short period
after the death of Mary Y.C. Han.
30. Paragraph 54 is admitted.
31. Paragraph 55 is denied.
32. Paragraph 56 is admitted.
33. Paragraph 57 is denied. Defendant further states that no balloon payment was
made on the referenced real estate contract and Plaintiff is aware of this fact.
34. Paragraph 58 is admitted in part. The Estates representatives have made
repetitive and unduly burdensome requests for documents that the Estate has been repeatedly told
do not exist, and has asked for information which is unduly burdensome and irrelevant, e.g., lists
of tenants and their rents going back in time 25 years or more. In response to Plaintiffs requests,
Defendant has produced hundreds, if not thousands, of pages of documents, and has offered to
produce additional documents and has repeatedly offered to meet with counsel or an accountant
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for Plaintiff to answer any questions regarding the Estates interests or assets. Up to and
including the filing of this Complaint, Plaintiff ignored these offers.
35. Defendant denies Paragraphs 59, 60, 61, and 62.
36. Defendant admits Paragraph 63.
37. Defendant denies Paragraphs 64, 65 and 66.
COUNT I: ACCOUNTING
38. In answer to Paragraph 67 Defendant incorporates the foregoing responses to the
Complaint.
39. Defendant admits Paragraph 68 in part and denied in part. Pursuant to the
Appointment of Successor Personal Representative, filed September 9, 2011, Katherine
Han-Noggle waived in writing any requirement that Defendant file with the Court an accounting
of his administration of this estate. Defendant has tried for years to fully account to the Plaintiff,
however, Plaintiff has refused to communicate, either personally or through counsel. Plaintiff has
repeatedly changed attorneys making communication difficult, if not impossible. Counsel for
Plaintiff have ignored emails and phone calls. Defendant has repeatedly offered to sit down with
the Personal Representatives attorney and CPA and divulge everything they would like to know.
Defendants offers have been repeatedly ignored and rejected. Defendant has offered to deliver
items of personalty to Plaintiffs counsel. These offers have been repeatedly rejected.
40. Defendant admits Paragraph 69.
41. Defendant denies Paragraphs 70 and 71.
COUNT II: BREACH OF GOVERNING DOCUMENTS
OF ENTITIES AND 53-6-10

42. In answer to Paragraph 72 Defendant incorporates the foregoing responses to the
Complaint.
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43. Defendant denies Paragraphs 73, 74 and 75.
COUNT III: BREACH OF FIDUCIARY DUTY
44. In answer to Paragraph 76 Defendant incorporates the foregoing responses to the
Complaint.
45. Defendant denies Paragraphs 77 and 78.
Affirmative Defenses
46. The Complaint fails to state a claim upon which relief may be awarded against
Defendant.
47. The Plaintiffs claims are barred by the doctrines of laches, waiver, unclean hands,
estoppel, or bad faith by reason of her own acts, omissions, and conduct, or that of her agents, and
representatives.
48. Defendants actions as Personal Representative of the Estate and with regard to the
1019 Partnership and 201, LLC were consistent with instructions from Ms. Han-Noggle.
49. Plaintiff has been Personal Representative of the Estate since August of 2012, and
has since that time failed as Personal Representative to take any of the actions she alleges should
have been taken by Defendant.
50. Plaintiff has acted in bad faith by repeatedly ignoring and thwarting Defendants
attempts to communicate with regard to the Estates interests or obtain instructions regarding those
interests. Plaintiff may not now hold Defendant liable for claims created by her own failure and
refusal to communicate with Defendant.
51. The alleged injury and losses complained of by the Plaintiff, to the extent they
exist, are caused solely by the Plaintiffs own acts and omissions and/or the acts and omissions of
the Plaintiffs agents, and representatives.
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52. If Defendant is liable to the Plaintiff, which is denied, any liability should be
reduced by the negligence and fault of the Plaintiff or of third parties for whom Defendant is not
liable or responsible.
53. The Plaintiff has failed to mitigate the Estates damages.
54. The Plaintiffs alleged damages, if any are proven, must be offset against amounts
owed to Defendant by the Estate, including expenses incurred by the Defendant for the benefit of
the Estate. Defendant is entitled to an offset for the very substantial amounts of money which he
has already paid to, for and on behalf of the Estate.
55. At all times material to the Complaint, Defendant acted fairly, reasonably, and in
good faith.
56. The Plaintiffs claims, or some of them, are barred by her ratification of the relevant
facts, events, conduct, and circumstances.
57. Plaintiffs Complaint fails to state facts sufficient to enable Plaintiff to recover
exemplary or punitive damages.
58. The Constitution and the laws of the United States and of the State of New Mexico
preclude the Plaintiffs claim for punitive damages.
59. Plaintiffs recovery is barred, in whole or in part, by the provisions of applicable
comparative responsibility statutes, including NMSA 1978, Section 41-3A-1.
60. Plaintiffs claims are barred in whole or in part by the doctrines of issue preclusion,
res judicata or collateral estoppel.
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WHEREFORE, Defendant respectfully requests that the Court dismiss the Plaintiffs
claims with prejudice, enter judgment in his favor and against the Plaintiff, award Defendant his
costs and attorneys fees in this matter, and grant such other and further relief that the Court deems
appropriate.
Respectfully submitted,
PEIFER, HANSON & MULLINS, P.A.



By: /s/ Elizabeth K. Radosevich
Charles R. Peifer
Elizabeth K. Radosevich
Attorneys for Paul Kennedy Esq.
20 First Plaza, Suite 725
Post Office Box 25245
Albuquerque, New Mexico 87125-5245
Tel: 505-247-4800
cpeifer@peiferlaw.com
eradosevich@peiferlaw.com

We hereby certify that on May 30, 2014 the
foregoing document was filed electronically and
served on counsel of record (as set forth below) by
email.

Leonard G. Espinosa
Richard D. Barish
Espinosa & Associates, P.C.
100 Sun Avenue NE, Suite 204
Albuquerque, NM 87109
Tel: 505-242-5656
lge@espinosa-associates.com
Attorneys for Elizabeth Wallbro, Personal Representative

PEIFER, HANSON & MULLINS, PA


/s/ Elizabeth K. Radosevich
Elizabeth K. Radosevich