STEVEN SHARIF, as an individual and derivatively on behalf of INTREPID STUDIOS, INC. v. ROBERT DAWSON; RYAN OGDEN; THERESA FETTE; AARON BARTELS; TFE GAMES HOLDINGS, LLC; and JASON CARAMANIS
- Proceeding
- district
- Area
- civil
- Panel
- Linda Lopez (author)
Analysis
The court appointed Howard B. Grobstein as a limited receiver over Intrepid Studios, Inc., with specific authority to preserve intellectual property, monitor foreclosure sales, and analyze secured debt. The order sets forth the receiver's compensation structure, reporting requirements, and liability protections, while retaining jurisdiction over the receivership.
| What the court decided | The model |
|---|---|
Appointment of Howard B. Grobstein as Limited Receiver over Intrepid Studios, Inc.“Pursuant to Federal Rule of Civil Procedure 66 and Canada Life Assurance Co. v. LaPeter, 563 F.3d 837, 844 (9th Cir. 2009), Howard B. Grobstein, CPA/CFF, CFE is APPOINTED as the Receiver over Intrepid Studios, Inc. (the “Limited Receiver”) with the limited authority to (a) marshal, preserve, and safeguard Intrepid’s intellectual property and related assets; (b) oversee and monitor any foreclosure sale of Intrepid’s assets, if any, and to report to the Court on the propriety of any such sale, and (c) analyze relevant loan documents and related amendments, agreements, and filings to determine the amount of secured debt Intrepid owes, for the purpose of ensuring the propriety of any foreclosure sale and the limits of a credit bid (“Receiver Parameters”).” | agree with court The appointment follows the prior Limited Receiver Order (ECF No. 176) which granted the cross-motions in part. The specific parameters are defined in the prior order and this order merely implements the appointment of the agreed-upon individual. The appointment is consistent with the parties' joint status report and the court's prior ruling. |
Setting of Receiver Compensation and Expense Reimbursement Terms“The Limited Receiver may receive: (i) reimbursement for reasonable and necessary out-of-pocket expenditures of the receivership... (ii) compensation for fees earned by the Limited Receiver, calculated at the hourly rate of TBD; and (iii) such other terms as agreed between Limited Receiver, the TFE Defendants, and Sharif...” | agree with court The order establishes a framework for compensation but leaves the specific hourly rate as 'TBD'. While this is unusual for a final order, it is permissible if the rate is to be determined by agreement or subsequent order, as suggested by the reference to 'such other terms as agreed'. The order provides a mechanism for objection and final court approval, which is procedurally sound. |
Requirement for TFE Defendants to Pay First $65,000 of Receiver Fees“The TFE Defendants shall pay the first $65,000 of the Limited Receiver’s fees and expenses (the “Carve Out”). Any fees and expenses incurred by the Receiver in excess of the first $65,000 shall be paid (A) pursuant to any written agreement among the Parties, or (B) as ordered by the Court.” | agree with court This allocation of costs is a discretionary decision by the district court in managing the receivership. The order provides a security interest for TFE's payment, which is a reasonable condition. The court has broad discretion in appointing receivers and setting terms of their appointment. |
The order itself: sound — The order is a straightforward implementation of a prior ruling (the Limited Receiver Order). It correctly cites the relevant rule and case law for the appointment. The specific terms of the receivership (parameters, compensation, reporting) are detailed and provide clear guidance for the receiver and the parties. The retention of jurisdiction is appropriate. There are no apparent legal errors or gaps in the reasoning provided in this specific order, as it relies on the prior order for the substantive justification.
Opinion
8 UNITED STATES DISTRICT COURT
9 SOUTHERN DISTRICT OF CALIFORNIA
10 STEVEN SHARIF, as an individual and Case No.: 26cv965-LL-MMP derivatively on behalf of INTREPID 11 STUDIOS, INC., ORDER APPOINTING HOWARD B. 12 Plaintiff, GROBSTEIN, CPA/CFF, CFE AS LIMITED RECEIVER OVER 13 vs. INTREPID STUDIOS, INC.
14 ROBERT DAWSON; RYAN OGDEN; [ECF Nos. 78, 104] THERESA FETTE; AARON BARTELS; 15 TFE GAMES HOLDINGS, LLC; and JASON CARAMANIS, 16 Defendants, 17 and 18 INTREPID STUDIOS, INC., 19 Nominal Defendant. 20 INTREPID STUDIOS, INC., a California 21 Corporation, 22 Cross-Claimant, 23 vs.
24 STEVEN SHARIF, an individual, 25 Cross-Defendant. 26 INTREPID STUDIOS, INC., a California 27 Corporation, Third-Party Plaintiff, 1 vs. 2 JASON ZIMMERMAN, an individual; 3 JOHN MOORE, an individual; MATTHEW RHOADES, an individual; 4 DOES INDIVIDUALS 1-10; and ROE 5 ENTITIES I-X, 6 Third-Party Defendants.
7 8 On August 11, 2026, the Court held a hearing on Cross Motions by the parties 9 to appoint a receiver [ECF Nos. 78, 104]. ECF No. 175. For the reasons stated on the 10 record and in the Order: (1) Granting in Part and Denying in Part Cross Motions to 11 Appoint a Receiver [ECF Nos. 78, 104] and (2) Granting in Part and Denying in Part 12 Intrepid Studios, Inc.’s Motion to Compel Turnover of Intellectual Property [ECF No. 13 136] (the “Limited Receiver Order”) [ECF No. 176], the Court enters this Order 14 appointing a receiver in this case on the limited basis set forth herein. 15 As required by the Limited Receiver Order, on August 25, 2026, Defendants 16 Robert Dawson (“Dawson”), Ryan Ogden (“Ogden”), Theresa Fette (“Fette”), Aaron 17 Bartels (“Bartels”), and TFE Games Holdings, LLC (“TFE,” together, the “TFE 18 Defendants”), and Plaintiff Steven Sharif (“Sharif”) submitted a Joint Status Report 19 to the Court wherein these parties identified Howard B. Grobstein, CPA/CFF, CFE as 20 the “qualified person” and receiver approved by the TFE Defendants and Sharif. ECF 21 No. 184. 22 For good cause shown, the Court ORDERS as follows: 23 1. Pursuant to Federal Rule of Civil Procedure 66 and Canada Life 24 Assurance Co. v. LaPeter, 563 F.3d 837, 844 (9th Cir. 2009), Howard B. Grobstein, 25 CPA/CFF, CFE is APPOINTED as the Receiver over Intrepid Studios, Inc. (the 26 “Limited Receiver”) with the limited authority to (a) marshal, preserve, and 27 safeguard Intrepid’s intellectual property and related assets; (b) oversee and monitor any foreclosure sale of Intrepid’s assets, if any, and to report to the Court on the 1 propriety of any such sale, and (c) analyze relevant loan documents and related 2 amendments, agreements, and filings to determine the amount of secured debt Intrepid 3 owes, for the purpose of ensuring the propriety of any foreclosure sale and the limits 4 of a credit bid (“Receiver Parameters”). 5 2. The Limited Receiver will work together with the Intellectual Property 6 Custodian Michael Kunkel, Director of Investigative Services, Setec Investigations, 7 who was reinstated by the Court in the Limited Receiver Order to “marshal, preserve, 8 and safeguard Intrepid’s intellectual property and related assets.” ECF No. 176 ¶¶ 1, 9 6. 10 3. Once the Limited Receiver agrees that the intellectual property and 11 related assets of Intrepid Studios, Inc. have been marshalled, preserved, and 12 safeguarded, then Mr. Kunkel will be discharged from his duties and obligations as 13 Intellectual Property Custodian pursuant to ECF Nos. 33 and 176. 14 4. The Receiver Parameters shall not be expanded without a further order 15 of the Court setting forth any expanded Receiver Parameters. 16 5. The TFE Defendants shall pay the first $65,000 of the Limited 17 Receiver’s fees and expenses (the “Carve Out”). Any fees and expenses incurred by 18 the Receiver in excess of the first $65,000 shall be paid (A) pursuant to any written 19 agreement among the Parties, or (B) as ordered by the Court. Sharif and Intrepid agree 20 that TFE’s payment of any amounts of the Carve Out shall be secured against all the 21 assets of Intrepid, subject to the existing and valid liens against Intrepid, and TFE may 22 file a UCC-1 evidencing its security interest granted pursuant to this Order. 23 6. The Limited Receiver may receive: (i) reimbursement for reasonable and 24 necessary out-of-pocket expenditures of the receivership, including Limited 25 Receiver’s standard costs for mileage, faxes, copies, and similar Limited Receiver- 26 provided benefits; (ii) compensation for fees earned by the Limited Receiver, 27 calculated at the hourly rate of TBD; and (iii) such other terms as agreed between Limited Receiver, the TFE Defendants, and Sharif, for such time and effort as is 1 reasonable and necessary for Limited Receiver to accomplish the purpose and tasks 2 set forth in this Order including, but not limited to, tasks related to the Receiver 3 Parameters, including preparing reports, attending hearings, and preparing Court 4 filings, and which time shall be accounted for in the monthly financial report. The 5 Limited Receiver’s compensation, and reimbursement of the Limited Receiver’s 6 expenses, shall be paid periodically, but not more frequently than on a monthly basis. 7 The Limited Receiver shall (a) send monthly written notice to the TFE Defendants 8 and Sharif of the amount of the Limited Receiver’s Compensation, and expense 9 reimbursement requested and (b) file notice with the Court on a quarterly basis of all 10 fees and expenses requested and paid. Any party objecting to any portion of the 11 Limited Receiver’s compensation shall have five (5) business days within which to 12 object, with such objection to be in writing, filed with the Court, and served on the 13 other Parties. If there were no timely objections to any periodic request for the Limited 14 Receiver’s compensation, such shall be paid to the Limited Receiver. All fees paid on 15 an interim basis, however, are subject to final approval by the Court. 16 7. There is no bond required by the TFE Defendants, Sharif, or the Limited 17 Receiver at this juncture. 18 8. In carrying out duties as set forth in this Order, the Limited Receiver 19 shall be entitled to act in the exercise of sound business judgment as the Limited 20 Receiver deems appropriate within the Limited Receiver’s sole discretion and shall 21 not be liable for any action taken or not taken in good faith, for any mistake of fact or 22 error of judgment, or for any acts or omissions of any kind unless caused by the 23 Limited Receiver’s willful misconduct or gross negligence. 24 9. No less than bi-annually, and for such time as the Limited Receiver 25 remains in his role, the Limited Receiver shall prepare, and cause to be filed with the 26 Court, a report of the status of the Receiver Parameters, which will be served on all 27 interested parties. / / / 1 10. Within sixty (60) days of the termination of the Receivership, the 2 || Limited Receiver shall cause to be filed with the Court a “Final Report and 3 || Accounting” or similar report, which sets forth any and all fees and expenses claimed 4 ||by the Limited Receiver. If no objection thereto is filed and served on or within ten 5 ||(10) days following service thereof, such Final Report and Accounting may be paid, 6 Limited Receiver may be discharged, and any bond may be exonerated. If an 7 || objection is timely filed and served, such Final Statement of Account shall not be paid 8 ||absent further order of this Court. In the event objections are timely made to such fees 9 || and expenses, those specific fees and expenses objected to will be paid within ten (10) 10 ||days of an agreement among the parties or the entry of an order by this Court 11 || adjudicating the matter. 12 11. This Order shall be effective immediately upon its entry for all purposes. 13 12. The Court shall retain jurisdiction and supervision of all matters 14 || concerning the Limited Receiver and the receivership. 15 IT IS SO ORDERED. 16 || Dated: August 27, 2026.
18 Honorable LindaLopez 19 United States District Judge 20 21 22 23 24 25 26 27 28 5 26cv965-LL-MMP