Letter sent on Aardvark Letterhead

added 9-12-98

Jeffrey P Nolan Baker, Silberberg & Keener 2850 Ocean Park Boulevard Suite 300 Santa Monica, CA 904405

June 5, 1998

Re AARDVARK PARTNERSHIP, et al., CASE NO.: CV 86-00600-JSL (Gs) Plaintiffs, v JOHN DISTERDICK, et al., Defendants.

"(A) In representing an organization, a member shall conform his or her representation to the concept that the client is the organization itself, acting through its highest authorized officer, employee, body, or constituent overseeing the particular engagement."

"(B) If a member acting on behalf of an organization knows that an actual or apparent agent of the organization acts or intends or refuses to act in a manner that is or may be a violation of law reasonably imputable to the organization, or in a manner which is likely to result in substantial injury to the organization, the member shall not violate his or her duty of protecting all confidential information as provided in Business and Professions Code section 6068, subdivision (e). Subject to Business and Professions Code section 6068, subdivision (e), the member may take such actions as appear to the member to be in the best lawful interest of the organization. Such actions may include among others:"

"(2) Referring the matter to the next higher authority in the organization, including, if warranted by the seriousness of the matter, referral to the highest internal authority that can act on behalf of the organization."

"(C) If, despite the member's actions in accordance with paragraph (B), the highest authority that can act on behalf of the organization insists upon action or a refusal to act that is a violation of law and is likely to result in substantial injury to the organization, the member's response is limited to the member's right, and, where appropriate, duty to resign in accordance with rule 3-700."

Emphases added

The partnership agreements for all of the Aardvark Partnerships states

"3.4 No Partner shall have the authority to bind the Partnership in making contracts and incurring obligations in the ordinary course of the partnership business without the consent of a majority of the other Partners."

Emphases added

I have that majority consent of each and every Aardvark Partnership. Smith does not represent any partnerships. As the Managing General partner of each of the Aardvark plaintiff partnerships, I have the sole authority to act for the partnerships. No one has ever provided any evidence that anyone except for myself has the authority to act for the Aardvark Partnerships.

Rucker’s firm confirmed this, when they represented Disterdick, in his "Reply to Opposition to Motion for Finding of Good Faith Settlement dated October 31, 1988. On page 20 it states in part "Nor is there any question that Mr. Brink has the express authority to represent the plaintiffs".

The settlement agreement states in part at 10.9.1 and 10.9.2 "Brink specifically warrants and represents that he has the legal capacity and authority to enter into this settlement agreement on behalf of plaintiffs, and each of them". On the counterpart signature page 1, the only signature for the Aardvark plaintiffs is Charles Brink.

I am that "highest authorized officer" as referenced in rule 3-600 I am hereby instructing you and your firm to stop claiming to represent the Aardvark Partnerships.

Charles Brink For the Aardvark Partnerships CC Tom Mesereau

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