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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