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No.

'30- E- \ \ O}3 (y.:)- 0

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PUNKIN PAULA, LLC,

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Plaintiff

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In Justice Court

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Precinct 3

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Bexar County, Texas

vs.

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ANIMAL FRIENDS HUMANE SOCIETY,

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Defendant

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COMPLAINT FOR FORCIBLE DETAINER

TO THE HONORABLE JUDGE OF SAID COURT:

COMES NOW Plaintiff, PUNKIN PAULA, LLC, complaining of Defendant, Animal Friends Humane Society, and asking for a finding of forcible detainer and an order of eviction and, as grounds therefore, would respectfully show as follows:

I.

Parties

1. PUNKIN PAULA, LLC ("PUNKIN PAULA" or "Plaintiff'), is a domestic limited liability company formed in the state of Texas on November 14, 2007. Laura Alderman is manager and the registered agent of PUNKIN PAULA. Ms. Alderman's business address and PUNKIN PAULA's registered office are located at 319 Woodway Forest Drive, San Antonio, Texas, 78216.

2. PUNKIN PAULA is the owner of property located at 213 W. Borgfeld Road, San Antonio, Texas (the "Property").

3. Animal Friends Humane Society ("AF" or "Defendant") is a nonprofit corporation incorporated in or around 2000 under the applicable sections of the Texas Business Organizations Code, and for the purpose of rescuing, caring for and adopting out unwanted, lost and abused animals.

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II. Service on Registered Agent

4. Paula Oberle is AF's President and a member of its board of directors ("BOD"), and is its

She may be served with process at her usual

residence address locat_ed at 41 Edgecreek, San Antonio, Texa_s,_ 78245, or at her

registered agent for service of process.

employer's place of business, where she works part-time, and which is located at 1-10 Pet

Emergency, 10822 Fredericksburg Road, San Antonio, Texas, 78249, be found.

or where she may

III. Jurisdiction and Venue

5. The Property is located within Precinct 3 of Bexar County, Texas and, pursuant to Texas Property Code §24.004, jurisdiction and venue are proper in this Court.

IV. Notice to Comply of Quit

6. A written "Notice to Comply or Quit" (the "Notice") was personally served on AF's manager, Cheryl Wildenstein, on August 22, 20 II. (A copy of the Notice is attached as Exhibit A-I).

7. A copy of the Notice was sent to Ms. Oberle by regular first-class mail and by certified

(A copy

mail on August 22, 20 I, and was signed for by Ms. Oberle on August 23, 20 II. of the Retum Receipt is attached as Exhibit A-2).

8. As further described below, after many requests for action and wamings, the Notice gave AF and Ms. Wildenstein three days to comply with the terms of an oral lease between AF and PUNKIN PAULA, including the repair and restoration of the Property, and a reduction of the number of dogs on the Property to 80 or below, or to quit the Property.

9. AF has not repaired the damage or restored the Property to its original condition, nor has it complied with other conditions for its lease and use of the Property, including reducing the number of dogs on the Property.

10. AF willfully holds over and continues in possession of the Property without Plaintiffs permission.

V. Terms for Possession of Property

I.

In 2005 or 2006, Ms. Alderman became a member of AF's BOD. At that time, AF rented a small building located at 23445 U.S. Highway 281 in San Antonio, Texas, to use as a shelter. AF's shelter manager was Cheryl Wildenstein. Paula Oberle was a member of the BOD. At the time or shortly after Ms. Alderman became a BOD member, Cheryl's mother, Billie Wildenstein, and Cheryl Wildenstein's boyfriend, Gary Rodriguez, were or became AF board members.

2.

In 2007, there were public proposals to widen U.S. Highway 281. This would have eliminated the building that AF rented for the shelter, and Ms. Wildenstein and the BOD were understandably concemed.

3.

As a result of her sister Paula's murder in' a terrorist bombing of Pan Am Flight 103 over Lockerbie, Scotland, Ms. Alderman had received part of a settlement from the Libyan

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government, which had been held liable for the bombing. Ms. Aldennan planned to use' all of the money that she received as a result of her sister's murder for the benefit of not- for-profit and charitable organizations.

4. Ms. Alderman informed the BOD that if an appropriate property could be found, she had funds to buy land for AF to use. Ms. Wildenstein told Ms. Aldennan about the Property, a nearly five-acre piece of land located at 213 West Borgfeld Drive, north of the City of San Antonio, in Bexar County, Texas. The Property was owned by Harry L. and Donna J. Lux and was for sale.

5. The Lux family had owned the Property for many years. In the mid-1970's, the Lux's had a circa 1920's-1930's house (the "Yellow house") moved to the Property. (See affidavit of Donna Lux,' Exhibit B-1). During the 1980's, they moved a second brown and white house (the "Brown house"), now approximately130 years old, to the Property.

([d.)

6. Between 2006 and 2007, the Lux's invested approximately $50,000.00 in renovating the

Yellow house, including upgrading the electric and plumbing; repairing the foundation; painting the interior and the exterior; renovating the bathroom; and restoring the original wood floors. (ld.) The Lux's did not move back into the Yellow house after it was upgraded, and it was immaculate at the time PUNKIN PAULA purchased the Property.

(ld.)

7. The Lux's had repairs made to the Brown house in the amount of $3,000.00 to $4,000.00, including painting, restoring the original wood floors, and renovating the bathroom. The interior wood walls and gingerbread trim, and a large built-in china cabinet were all original. ([d.)

8. In 2002, the Lux's designed and built a large warehouse on the Property. (See Exs. C-I; C-2). The warehouse included an apartment (the "Apartment") with a fully equipped kitchen, sitting area, three bedrooms and two full baths. All of the appliances were brand new.

9. Mr. Lux subsequently became ill and he and Ms. Lux decided to sell the Property and move to New Braunfels, Texas.

10. On or around November 14,2007, Ms. Aldennan formed PUNKIN PAULA as a vehicle to purchase the Property. Ms. Aldennan is a member and the manager of PUNKIN PAULA, and is authorized to act on its behalf.

11. On November 20, 2007, PUNKIN PAULA purchased the Property for $512,694.12.

12. AF moved onto the Property in July 2009. Conditions precedent to the purchase and of lease of the Property included that AF pay $1.00 a year in rent; maintain the Property in

INotarized copies of affidavits will be filed separately.

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good condition; advise Ms. Alderman about any problems at the Property; including the need for maintenance and repairs; and prohibit any animals from entering any part of the Apartment or the Yellow or Brown houses. Ms. Alderman did not want the Property to be used as simply a larger "holding pen" for more dogs, so she also insisted that no more than the maximum number of dogs held at the old shelter, eighty, could be on the Property at anyone time.

13. The parties agreed that Ms. Alderman would donate funds to AF annually to cover the Property's property taxes and property insurance, and that AF was to separately purchase liability insurance in PUNKIN PAULA's name in the amount of $300,000.00. Ms. Alderman also made separate substantial contributions to AF between 2004 and 20 I0 totaling more than $75,000.00.

14. Ms. Wildenstein was supposed to live in the Yellow house.

15. The electrical system in the Brown house had not been upgraded, and Ms. Alderman did not know whether the heating system was sound. Although the BOD discussed the possibility of someday using the Brown house as a thrift store or a veterinarian's office, she told Ms. Oberle and Ms. Wildenstein that at that time no one could live in the house.

16. Ms. Alderman visited the Property on number of occasions and initially the Property was well-maintained. On subsequent visits, Ms. Wildenstein discouraged her from walking in the direction of the Yellow house or beyond the mid-point of the warehouse, where AF had installed a fence across the Property. (See Exs. C-3; C-4, the latter photograph taken from the back side of the fence). Ms. Wildenstein told Ms. Alderman that people walking on the sides or in the back of the Property caused the dogs to bark, and the neighbors would become upset and call the police. Ms. Alderman considered Ms. Wildenstein and Ms. Oberle, who volunteered at the Property every weekend, to be her friends as well as an AF employee/fellow BOD member; she relied on their representations and deferred to their requests to stay at the front of the Property.

17. In or around February or March 20 I0, Ms. Alderman became aware that the warehouse was being used to house a thrift store. At no time did PUNKIN PAULA authorize AF to run any business other than an animal shelter on the Property. However, at that time it appeared orderly and well managed, and Ms. Oberle informed Ms. Alderman that it earned AF more $5,000.00 a year.

~I. Violation of Terms of Possession -- Damage to the Property

. A.

Warehouse and Apartment

18. In mid-March 2011, Ms. Alderman was contacted by a former AF volunteer, who claimed that, among other things, she had looked through an Apartment window and seen mold in the room.

19. Ms, AldennaR contacted Ms

Wildenstein

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and Ms. Oberle,. who both denied -it,-and-

condemned the volunteer as a "dishonest" and "disgruntled" individual.

20. A few days later, Ms. Alderman made an early-moming visit to the Property. The warehouse's overhead garage door was open and she walked in and shouted Ms. Wildenstein's name. The thrift store now appeared to be wall-to-wall with junk (see Exs. C-5; C-6), and a queen-size bed covered with blankets sat near the warehouse overhead door.

21. A laundry room between the thrift store and the Apartment was so cluttered so as to be nearly impassable. (See Ex. C-7).

22. When Ms. Wildenstein did not respond, Ms. Alderman walked into the Apartment. A candle was buming on a kitchen counter, and the kitchen and sitting areas were wall-to- wall with clutter. (See Ex. C-8).

23. The parquet floor in front of the fireplace had been flooded and was warped. (See Ex. C- 9). There was mold and mildew on the kitchen's baseboards.

24. In the first room down the hallway, the carpet had been removed. Thick mold grew on the baseboards and up the walls, and the door to the room was disintegrating due to moisture. (See Exs. C-J 0; C-ll; C-12).

25. In the front bathroom, there was approximately four inches of dried brown sludge in the bathroom tubs, sinks and toilets from an apparent septic tank backup and/or a flood. Mold grew on the baseboards, up the walls and over the sink. (See Ex. C-I3). A vanity beneath the sink was falling apart. (See Ex. C-14).

26. The second and master bedrooms' baseboards and walls were also covered with mold, and the carpets had been removed. (See Exs. C-15; C-16).A window in the master bedroom had apparently been left open for months and paint on the windowsill was peeling and the wood was cracked. (See Ex. C-17). Mold grew in the closets (see Exs. C- 18; C-19), and on the baseboards and walls next to and above the bathtub and bathroom vanities in the master bathroom. (See Exs. C-20; C-21 ; C-22).

27. Despite the prohibition against allowing animals in the Apartment or in either house, a kitty litter pan with old, used litter sat in the master bedroom shower. Ms. Oberle has since told Ms. Alderman that the carpet in the master bedroom had to be removed because Ms. Wildenstein allowed a sick Great Dane to be kept there.

28. The walls of the warehouse were covered with holes the size of golf balls. (See Ex. C- 23). Contractor Tony Watson told Ms. Alderman that they were made by water rats. (See affidavit of Tony Watson, Exhibit B-2, par. 4).

29. Ms. Alderman has since been made aware that until volunteers personally purchased metal garbage cans, Ms. Wildenstein and Ms. Oberle allowed open bags of dog, cat and rabbit food to lay. exposed around the Property, thereby encouraging an infestation of

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rats. (See affidavit of Lissa Tuttle, Exhibit B-3, par. 9). During an early morning visit to the Property during the week of August 22, 2011, Ms. Alderman observed a large bag of dog food lying open on the ground. Ms. Wildenstein was asleep when Ms. Alderman arrived, and clearly the dog food had been lying there for some time.

30. Volunteers and workers have told Ms. Alderman that one can hear rats running in the walls of the warehouse, and that multiple rat traps placed in the warehouse bathroom frequently hold several dead mice and rats. During a visit, Ms. Alderman observed a moUse run down the bathtub drain in the Yellow house.

31. Ms. Wildenstein later told Ms. Alderman that she had not lived in the Yellow house in more than a year, but instead fell asleep each night in the bed in the warehouse. (See Ex. C-24). Ms. Wildenstein had been in such a deep sleep when Ms. Alderman entered the warehouse that morning that she failed to Ms. Alderman calling her name from only three feet away.

32. Ms. Wildenstein claimed that she had discovered the mold and the sludge in the Apartment only the day before Ms. Alderman had. However, a former employee has confirmed that Ms. Wildenstein toured the Apartment with animal control officers and several sheriffs on March 2, 2011, after someone anonymously complained about animal abuse on the Property. (See affidavit of Lissa Tuttle, Ex. B-3, pars. 30-33).

33. The employee further claims that Ms. Wildenstein would not let employees or volunteers go any further into the Apartment than the kitchen, but that she often would go into the Apartment's other rooms and lock the doors. (ld. at par. 29)

34. On August 15,2011, Ms. Wildenstein changed her story, telling Ms. Alderman in front of three witnesses that she had actually discovered mold in one of the rooms "months before" Ms. Alderman discovered it. Ms. Wildenstein claimed that despite seeing the mold, she had not bothered to check any of the other rooms. Ms. Wildenstein could not explain why she had not informed Ms. Alderman about the mold at that time, or why she had lied to Ms. Alderman when she called her about the volunteer's allegations about mold.

35. Ms. Oberle has consistently denied any knowledge about the condition of the Apartment or the mold. However, she has since claimed that there was a bad flood in the warehouse

She has not

explained why she never bothered to check the Apartment's condition after that storm or

in 2010 from a rain storm, and alleged that that may have caused the mold.

to inform Ms. Alderman about the flood.

36. Former employee Lissa Tuttle alleges that Ms. Oberle came to the Property after animal control, sheriffs and the media showed up on March 2, 2011, and that after that, she, Ms. Oberle and Ms. Wildenstein discussed a sheriffs reference to the mold. (ld. at par. 33).

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B. Condition of the Grounds

37. After she looked around the warehouse and Apartment, Ms. Alderman scaled the fence that AF built next to the warehouse and across the Property. Behind the warehouse she observed running water and large patches of mud that she had never seen before. (See Ex. C-25; C-26). The land had a slight downward grade and a small pond had formed in the middle of the Property. (See Ex. C-27).

38. Ms. Alderman asked Ms. Wildenstcin that day about the source of the water and mud. Ms. Wildenstein, and subsequently Ms. Oberle, both claimed that two plumbers had examined the area and told them that it was caused by a natural spring. (See e.g., e-mail sent from Ms. Oberle to Ms. Alderman on July 17, 2011, attached as Ex. 0-1). Ms. Wildenstein and Ms. Oberle have refused to identify the alleged plumbers.

39. Ms. Alderman has since learned that Ms. Wildenstein told others almost a year before that the water was caused by a broken pipe in the warehouse's concrete slab foundation, but that AF did not have the money to repair it. (See affidavits of Lissa Tuttle, Ex. B-3, pars. 34-35; Cathi Pedersen, Ex. B-4, par. 23) Ms. Alderman did not learn that a broken pipe was the source of the water until on or around May 17, 2011. She has subsequently observed water flowing from the warehouse foundation. (See Ex. C-28). She believes that no plumber would ever have claimed that the water came from a natural spring, and that Ms. Wildenstein and Ms. Oberle intentionally deceived her.

40. The water has apparently been running for a year or more at the volume of a garden hose running full force. The pond that it has formed has created standing water, helping mosquitoes to breed and exposing dogs to heartworm. BOD member Gary Rodriguez has obtained an estimate in excess of$5,500.00 to locate and repair the leak.

41. There are small buildings and sheds on the Property that have been constructed without PUNKIN PAULA's knowledge or permission. (See Ex. C-29). Because she had never gone to the dog kennels near the fenced off part of the Property, and the kennels were shielded from view by blue plastic tarp, she was unaware that permanent concrete foundations had been installed beneath some of the kennels. (See, e.g., Exs. C-30; C-31). Ms. Alderman did not become aware until May 2011 that under many of the outdoor dog pens' mulch-covered floors were permanently installed concrete slabs.

42. Garbage and junk, inclUding broken furniture, fans, coolers, mattresses and bedding were exposed to the elements and strewn across the Property. (See Exs. C-32; C-33; C-34; C- 35; C-36).

C. Brown House

43. As Ms. Alderman approached the Brown house at the very back of the Property (see Ex. C-37), she observed Ms. Wildenstein's brother, John, an AF employee, emerging from it with 11 dogs. Ms. Wildenstein had told Ms. Alderman that her brother would be moving into the Brown house and would begin making necessary repairs. Ms. Wildenstein ~

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assured Ms. Alderman that her brother was a competent and capable "handyman."

44. Upon entering the Brown house, Ms. Alderman was overpowered by the stench of urine and feces. The floors of every room were covered with dog, rat and mice feces and puddles of urine. (See Exs. C-38; C-39; C-40). Garbage, including half eaten cans of food, was strewn across the floors. (See Ex. C-41). Several windows in the house were broken (see Exs. C-42; C-43), and a plugged in space heater lay tipped on its side.

45. A room in the back was piled high with junk and clutter and dried animal feces (see Exs. C-44; C-45), and the kitchen was covered with feces and grime. (See Ex. C-46).

46. Tony Watson, a contractor brought in to examine the damage, has opined that the smell has likely permeated the Brown house's joists and that the l30-year old structure may have to be razed. (See affidavit of Tony Watson, Ex. B-2, par. 13).

47. John Wildenstein's pickup truck has been parked in front of the Brown house for several years and apparently does not run. (See Ex. C-47). The cab of the truck, and a small garage next to the Brown house, remain filled floor-to-ceiling with large black garbage

bags of unknown items.

(See Ex. C-48).

D. Yellow House

48. Ms. Alderman returned to the warehouse where Ms. Wildenstein was just emerging, and together they walked to the Yellow house. (See Ex. C-49 [background]; C-50). The front door, off of its hinges, was propped up in the doorway. (/d.) The door was partially broken and all of the glass in it was shattered and scattered on the floor. Although Ms. Wildenstein claimed that a strong windstorm blew in the door, a volunteer saw it destroyed by a goat that, unbeknownst to Ms. Alderman, Ms. Wildenstein had allowed on the Property. (See affidavit of Lissa Tuttle, Ex. B-3, par. 39).

49. The door was destroyed in 2010, and the last time Ms. Alderman was on the Property in mid-August 2011, AF still has made no effort to repair it. A witness has testified that the goat continues to live on the Property, and that it recently damaged a wood fence. (See affidavit of Mary Beth Merritt, Ex. B-5, par. 6).

50. The Yellow house was cluttered with furniture and boxes, and several rooms were nearly impassable. When Ms. Alderman entered it on that morning in mid-March, an unattended candle burned on a kitchen counter.

51. There was the powerful stench of animal urine everywhere. Ms. Alderman has since learned that Ms. Wildenstein had kept up to 50 cats housed there (See affidavit of Kelly Rothvold, Ex. B-6, par. 4; see also, Ex. C-51), and frequently allowed dogs in as well.

52. Ms. Wildenstein used one wall of the house to sample paint colors, leaving blotches of various colors of paint.

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53. The remains of dog and/or cat and rodent feces were visible on the floor (see Ex. C-52), . and Ms. Alderman observed a mouse run down the bathtub drain. The kitchen was dirty and rodent feces covered the counters.

54. A screen door had been removed and was propped up against the house. (See Ex. C-53).

VII. Continued Failure to Clean or Repair

55. Ms. Wildenstein promised Ms. Alderman that she would personally oversee her brother's cleanup of the Brown house, and that she· would arrange to have all three buildings cleaned, repaired and restored.

56. Ms. Wildenstein promised that AF would not take in any more animals at the shelter until the Property was £:jxed; allow any animals in the Apartment or two houses; or burn any more candles anywhere on the Property.

57. When Ms. Alderman, Ms. Oberle and Ms. Oberle's sister returned the next week to inspect the Property, Mr. Wildenstein had not begun cleaning the Brown house. Indeed, the conditions were even worse.

58. Ms. Wildenstein admitted that she had not even looked in the Brown house, nor had she overseen any cleanup. Ms. Wildenstein refused to accompany Ms. Alderman, Ms. Oberle and her sister into the Brown house, but insisted on remaining outside. Ms. Alderman does not know whether, to this day, Ms. Wildenstein has ever stepped foot inside of that house.

59. Mr. Wildenstein left the Property and AF's employment the next day. He took none of his belongings, including his truck and the bags full of items with him, and they remain there still today.

60. Ms. Wildenstein, Ms. Oberle and BOD member Gary Rodriguez have repeatedly assured Ms. Alderman that repairing and restoring the Property was an AF "priority." Five and one-half months after the Property's condition was first discovered by Ms. Alderman, nothing, not even a broken window, has been repaired, and no cleaning to speak of has taken place.

61. A witness has alleged that as recently as three weeks ago, Ms. Wildenstein continued to take dogs into the Yellow house, and when Ms. Alderman visited the Property on or around August 7, 20 11, there again was an unattended candle burning in the Apartment.

62. Contractors Tony and Lisa Watson have examined the Property and estimate that, excluding the broken water pipe, it will cost between $75,000.00 and $100,000.00 to repair and restore it to the condition it was in at the time that AF moved in. (See affidavit of Tony Watson, Ex. B-2, par. 21). AF is constantly facing a negative cash flow, and has no foreseeable ability to pay for the repair and restoration of the Property.

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63. Ms. Alderman contends that Ms. Wildenstein, Ms. Oberle and AF have acted in bad faith,' dishonestly, and with gross negligence in fulfilling their duties, and that their continued presence on the Property poses an imminent and continuing threat to the integrity and value of the Property.

VIII. Number/Hoarding of Animals

64. As a condition precedent to purchasing and leasing the Property, Ms. Alderman required that there could never be more than eighty dogs on the Property at one time. Although Ms. Oberle now denies it, she was aware of this condition, and she has acknowledged in an e-mail that she was present when Ms. Alderman informed Ms. Wildenstein of this condition as well. (See e-mail sent from Ms. Oberle to Ms. Alderman on July 17, 2011, attached as Ex. 0-1).

65. In March 20 II, Ms. Alderman instructed Ms. Wildenstein and Ms. Oberle that no more animals could be taken in by AF, and that an emphasis on adoptions must be made. Ms. Oberle told Ms. Alderman that when Ms. Wildenstein took in two more dogs in April 2011, Ms. Oberle threatened Ms. Wildenstein that she would resign the BOD. Ms. Alderman now believes that Ms. Oberle aided and abetted Ms. Wildenstein in knowingly and intentionally continuing to take in more animals, particularly dogs.

66. On April 26, 2011, the AF BOD voted to add Anita Anderson, Tracey Greene and Ms. Oberle's sister, Jeanne Kordus, to the BOD.

67. In early May 2011, in response to her inquiries, Ms. Oberle informed Ms. Alderman that there were 117 dogs on the Property, II of which were allegedly personally owned by Ms. Wildenstein. (See e-mail sent from Ms. Alderman to Ms. Oberle on August 17,2011, attached as Ex. 0-2). The dogs allegedly continued to be adopted out, and Ms. Alderman assumed that the number was decreasing.

68. Both Ms. Oberle and Ms. Wildenstein rebuffed Ms. Alderman's subsequent requests for a "head count" of the dogs.

69. During the first week in August, Ms. Alderman asked BOD member Anita Anderson to count the dogs on the Property. Ms. Anderson counted 140, including 50 that were in the back of the warehouse behind the partition whom Ms. Oberle and Ms. Wildenstein alleged were "escape artists" that could not be kept in typical dog kennels. (See affidavit of Anita Anderson, Ex. B-7, pars. 18, 43).

70. When Ms. Oberle did not respond to Ms. Alderman's repeated telephone calls seeking an explanation for the increase in the number of dogs between May and August, Ms. Alderman left a frustrated voicemail message with BOD member Tracey Greene. Ms. Greene, a friend of Ms. Wildenstein and Ms. Oberle, responded in a voice mail message that she did "not know what [Ms. Alderman] was talking about," and that she had personally just counted 121 dogs on the Property, of which now 15 were allegedly owned by Ms. Wildenstein.

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71. Ms. Alderman then contacted Ms. Wildenstein'sboyfriend, BOD member Gary Rodriguez, who promised to do a final, thorough count. On August 15, 2011, despite AF having ostensibly having adopted out four more dogs over the weekend, Mr. Rodriguez told Ms. Alderman that there were 142 dogs on the Property, 13 of which Ms. Wildenstein now allegedly personally owned. (See e-mail sent from Gary Rodriguez to the BOD on August 15, 2011, attached as Ex. 0-2).

72. Witnesses have since alleged that for months after the prohibition was imposed on taking in more dogs, Ms. Wildenstein and Ms. Oberle continued to do so. Volunteers and employees, including Lissa Tuttle, who was last on the Property on March 2,2011, have stated that they were familiar by name and appearance of almost every dog on the Property. They did not recognize the majority of videos posted on "tracysdogs.com" in August 2011 showing the dogs available at that time to adopt. (See, e.g., affidavit of Lissa Tuttle, Ex. B-3, pars.17-22; 36-38).

73. AF began at the Property with a small number of rabbits. Ms. Alderman learned in August 20 II that AF failed to take advantage of a local veterinarian, Dr. Hubanek's, offer to spay and neuter the rabbits, and the number grew quickly to more than 100. AF failed to properly separate the genders, and as recently as July 2011, rabbits continued to breed. (See affidavit of Mary Beth Merritt, Ex. B-5, par.5).

74. Various witnesses have alleged that when potential adopters selected an animal, Ms. Wildenstein would tell them that adoption papers for that animal had already been filed. In the majority of cases, that was not true, and months later, the animal remained on the Property. (See, e.g., affidavit of Lissa Tuttle, Ex. B-3; par. 40).

75. In March 2011, when Ms. Alderman offered to adopt Junior, a Chihuahua covered with mange, Ms. Wildenstein declined, telling her that someone had already filled out the adoption papers. The papers allegedly had been filed the year before and, upon further questioning, Ms. Wildenstein reluctantly admitted that she had lost the prospective owner's contact information.

76. In April 2011, new BOD member Tracey Greene told Ms. Alderman that when she had wanted to adopt a particular dog, Ms. Wildenstein had likewise told her that adoption papers had already been filed. Ms. Wildenstein subsequently admitted to Ms. Greene that that was not true, and allowed Ms. Greene to adopt the dog.

77. In August 2011, facing eviction and holding a publicized adoption event, Ms. Wildenstein continued to stall adoptions, including telling a volunteer who wanted to adopt a particular cat that adoption papers had already been filed. Ms. Oberle was made aware of this, but did nothing to intervene. According to the volunteer, weeks later, the cat remains at AF.

78. In spring 20 I0, Ms. Alderman had visited the Property with friends who wanted to adopt

Ms. Wildenstein had scheduled the appointment for 4:00 p.m. on a

a medium-size dog.

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Saturday afternoon. When they arrived at that time, Ms. Wildenstein showed the couple . only four dogs. She refused to let the couple walk around the Property to look at other dogs, claiming that she did not allow anyone to tour the Property after 4:00 p.m. because the dogs barked and upset the neighbors. The couple did not select any of the four dogs, and instead went to another shelter the next weekend and adopted one there.

79. Four witnesses have recently confirmed that Ms. Wildenstein took in dogs and refused to return them to their rightful identified owners. (See affidavits of Lissa Tuttle, Ex. B-3, par. 3; Kelli Rothveld, Ex. B-6, pars. 7-8; Cathi Petersen, Ex. B-4, pars. 27-28; Farah Joy Ebadi, Ex. B-8, pars. 4-5).

80. In one case, the owner of two dogs, renamed "Satan" and "Newbie" by AF, went to AF several times, asking if his dogs were there. Ms. Tuttle and volunteers allege that Ms. Wildenstein was upset that the man had not had the dogs neutered, and that she denied that AF had the man's dogs. (See affidavits of Lissa Tuttle, Ex. B-3, pars. 3-4; Farah Joy Ebadi, Ex. B-8, pars. 4-6). The other witnesses, an older couple who had regularly volunteered at the shelter, quit volunteering as a result of this deceit.

81. Lissa Tuttle maintains that she personally drove Satan to a veterinary clinic to be euthanized. (See affidavit of Lissa Tuttle, Ex. B-3, pars. 5-6).

82. Ms. Wildenstein instructed Ms. Tuttle to tell everyone that Satan had been placed in a foster home.

~3. A tormer veterinary tech who, for four months in 2010 worked Tuesdays and Thursdays at AF, has alleged that although a poodle and a Boston terrier arrived at AF with microchips that revealed their owner's names, addresses and telephone numbers, because they lived on the ".south side" of San Antonio--a part of the city that Ms.' Wildenstein deemed to be undesirable--Ms. Wildenstein refused to contact the owners. (See affidavit ofKelli Rostvold, Ex. B-6, pars. 7-8)

84. As recently as August 19, 20 II, police were called to AF when Ms. Wildenstein refused to turn over a dog to its rightful owner. (See Bexar County Sheriff Incident Report dated August 19,2011, attached as Ex. A-3).

85. Ms. Alderman gives credence to these allegations. She is personally aware that shortly after she joined AF's BOD, Ms. Wildenstein told the owners of a Chihuahua mixed-breed that "Chiquita" had died while in AF's custody. Ms. Alderman was aware that Chiquita was actually alive, and told Ms. Wildenstein that she was committing theft by conversion, and that she must not do it again. Because the dog's owners could not be located, Ms. Alderman found Chiquita a home.

86. Numerous witnesses have alleged that even after leaving many voice messages at AF regarding their desire to adopt a dog, no one has returned their calls. (See e.g., e-mail sent from Anita Anderson to BOD on August 16,2011, attached as Ex. 0-3; e-mail sent from Erin Northington to Ms. Alderman on August 10, 2011, attached as Ex; 0-4; see also,

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affidavits of Farah Joy Ebadi, Ex. B-8, par. 12).

87. When contractor Lisa Watson visited AF in August 2011 to estimate the cost of repairs, she recognized AF's name and stated that she had once tried to adopt a dog from AF, but that no one had returned her call.

88. Earlier this year, Ms. Wildenstein and AF used a dog, "Jiffy Pop" with a large tumor above its tail, to elicit sympathy and raise funds for AF. Although Jiffy Pop was allegedly an AF shelter dog, when members of the public subsequently tried to adopt her, Cheryl claimed her as her personal dog.

89. I am aware that AF has long had financial difficulties, and that all of their employees have quit due to not being paid. AF may still owe most of these employees back wages.

90. The last two employees to be paid were Ms. Wildenstein and "Mike," a dog walker. Ms. Oberle told Ms. Alderman after she resigned the BOD that due to a lack of funds, Ms. Wildenstein and Mike had not been paid for some time, and that they now were "volunteers."

91. Numerous people, including Ms. Oberle, have told Ms. Alderman that Ms. Wildenstein has alienated almost all of AF's volunteers, and many, including groups from Lackland Air Force Base and the Boy Scouts, now refuse to volunteer at AF. (See affidavit of Cathi Pedersen, Ex. B-4, pars. 8-11, 17, 26;) Despite the lack of employees and the shortage of volunteers, Ms. Wildenstein and Ms. Oberle have ignored recent attempts by other groups to volunteer for AF. (See Affidavit of Anita Anderson, Ex. B-7, par. 36)

92. Ms. Alderman has learned that, even knowing that AF was going to be evicted, AF has continued to take in dogs. (See, e.g., affidavit of Lissa Tuttle, Ex. B-3, pars. 17-22, 36-

38).

93. Furthermore, Ms. Oberle has rejected recent offers from other shelters to take in dogs, including offers by the Animal Defense League ("ADL") and the Bulverde Humane

(See, e.g., e-mail sent from Ms. Oberle to Ms.

Society ("BHS"), local no-kill shelters.

Alderman on July 8, 20 II, attached as Ex. D-5).

94. Ms. Oberle was indignant that ADL agreed to take only dogs that were adoptable. Ms. Oberle stated that she would not tum over adoptable dogs because the adoption fees were AF's "only source of income." ([d.) Ms. Alderman responded, asking the BOD, "What kind of a shelter prefers to keep dogs locked up for a few extra months in the hopes that they may eventually bring in a couple of hundred dollars?" (See e-mail sent from Ms. Alderman to the BOD on August 14,2011, attached as Ex. D-6).

95. Ms. Oberle also rejected BHS offer to take in dogs because she felt that an e-mail sent by the BHS manager was "rude."

96. Ms. Oberle recently admitted to Ms. Alderman that on some Sundays, she and Ms.

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Wildenstein are the only people on the Property. Ms. Alderman does not believe that two' people can adequately feed, water and walk more than 140 dogs, or take care of the more than 30 cats that are on the Property. She believes that, as a result, dogs in relatively small kennels can go days without getting exercise, fresh water or any socialization at all.

(See Exs. C-47;q-48;~:49).

97. Ms. Alderman believes that given their history, Ms. Oberle and Ms. Wildenstein will continue to take in, and refuse to adopt out, animals, and that the Property's physical structure and value will continue to decline.

IX. Failure to Pay for Liability Insurance

98. At the end of July 2009, in response to her inquiry, Ms. Alderman learned that in order to save money, Ms. Oberle had either cancelled or failed to renew PUNKIN PAULA's liability insurance.

99. Ms. Alderman directed her to immediately restore the insurance.

100. In an August 2011 e-mail totheBOD.Ms. Oberle denied that she had ever let the liability insurance lapse. If fact, Ms. Oberle again let the liability insurance lapse between April 2 nd and April 13 th of this year. (See copies of Mount Vernon Fire Insurance Company declarations page, Ex. A-4).

101. Ms. Alderman is aware that on another occasion, Ms. Oberle was not honest about AF's financial obligations. In March 2011, a former volunteer told Ms. Alderman that Dr. Haines would no longer treat AF's animals because AF had failed to reimburse him for the costs of animal vaccinations, etc., that he had incurred,2 Ms. Oberle assured Ms.

Alderman that all of Dr. Haines bills had been paid, and that he no longer treated AF

animals due of his retirement.

Haines, and he confirmed that he had stopped treating AF animals because AF owed him "a lot more" than $500.00.

In late August 2011, Ms. Alderman spoke with Dr.

102. Ms. Oberle continues to deny the allegation, but coincidentally sent Dr. Haines a check for $500.00 in early August 2011, shortly after AF's July 2ih fundraiser.

103. Ms. Alderman has lost faith that Ms. Oberle can be trusted to live up to AF's financial obligations and to keep the Property insured.

X. Violations of the Law and Standards of Care

104. In March 2011, Ms. Alderman asked to see AF's records on each of the animals. Ms.

Wildenstein claimed that they had been stolen by a disgruntled former employee, and

she was unable to produce a single one.

two veterinarians, Dr. Hubanek ("Access Veterinary Care") and Dr. Haines (retired),

Kelli Rothvold, a veterinary technician, and

2 Dr. Haines volunteeredhisserviCes, but had to purchase items such as vaccinations himself because he did not trust that AF had stored them properly or that they had not expired.

14

both of whom have offered their services to AF, have each stated that AF has never kept· adequate records of adoptions or vaccinations.

lOS. Five people have alleged that in violation of the law, Ms. Wildenstein has given dogs rabies vaccinations. (See, affidavits of Lissa Tuttle, Ex. B-3, par. 12; Nancy Coronado, Ex. B-9, pars. 24-25; Robert Coronado, Ex. B-IO, pars. 3-4; Joannie Dunn, Ex. B-ll, par. 3; Rosemarie Robbins, Ex. B-12, pars. 3-4). Veterinary technician Kelli Rothvold stated that Ms. Wildenstein told her that she is "authorized" to give rabies shots. (See affidavit of Kelly Rostvold,' Ex. B-8, par. 6).

106. Texas Health and Safety Code §826.023(a) provides that a rabies vaccine may be administered only by or under the direct supervision of a veterinarian. Pursuant to THSC §826.024, it is a misdemeanor to administer a rabies vaccination with the supervision of a veterinarian. Texas Administrative Code §169.29 likewise requires that rabies vaccinations be administered by or under the direct supervision of a veterinarian.

107. Dr. Hubanek told Ms. Alderman that AF often did not give a rabies vaccine certificate to persons who adopted dogs, even though they were told that the dogs had received their rabies shots. According to Dr. Hubanek, his and his clients' telephone calls to AF to obtain the certifications went unanswered.

108. Lissa Tuttle has alleged that as Ms. Wildenstein was adopting out an animal, Ms. Wildenstein sometimes would often fabricate dates on which the animal supposedly was given its shots. (See affidavit of Lissa Tuttle, Ex. S-3, pars. 13-14).

_ 109. There is also evidence that in violation of Texas Health and Safety Code §826.041,3 AF failed to report to Bexar County Animal Care Services that Ms. Wildenstein was recently bitten by an AF dog. (See affidavit of Tracy Voss, attached as Ex. B-13).

110. Bexar County requires that every animal involved in a human bite or scratch be examined by a licensed veterinarian and quarantined for a period of ten days from the bite or the scratch. Instead of protecting the public and other animals from potential rabies by quarantining the dog, Ms. Wildenstein, with Ms. Oberle's knowledge and consent, failed to separate it from other dogs, then let the dog be adopted out. (See e- mail string between Ms. Oberle and Tracy Voss between September 6-7, 2011).

Ill. Various individuals, some of whom did not know each other, have alleged that they witnessed Ms. Wildensteinengage in behavior that can only be described as animal abuse. (See, e.g., affidavits of Lissa Tuttle, Ex. B-3; pars. 41-45; Cathi Pedersen, Ex. B- 4, 27-30; Mary Beth Merritt, Ex. B-5, pars. 4-5; Kelli Rothfeld, Ex. B-6, pars. 10-15; Farah Joy Ebadi, Ex. B-8, pars. 8-10; Nancy Coronado, Ex. B-9, pars. 2-23;).

3 Texas Health and Safety Code §826.04l provides that a person who knows of an animal bite or scratch to an individual that the person could reasonably foresee as capable of transmitting rabies shall report the incident or animal to the local rabies control authority ofthe county or municipality in which the person Irves, in which the animal is located, or in which the exposure occurs.

15

112. Volunteers and employees have claimed that cats taken in by AF were not tested for feline leukemia, a highly contagious and incurable disease. All cats are housed in one or two cages, and feline leukemia positive cats have been adopted out. (See, e.g., affidavit of Lissa Tuttle, Ex. B-3, pars. 15-16).

113. Mary Beth Merritt, who had no association with AF, adopted a rabbit and her four bunnies in July 2011. The first day she arrived, she and her daughter counted 10 dead rabbits in the rabbit pen. The next day when they returned, six more were dead in the pen. (See affidavit of Mary Beth Merritt, Ex. B-5, pars. 4-5).

114. Dr. Hubanek had a client who volunteered at AF complain to Ms. Wildenstein about an AF dog who appeared to have a prolapsed uterus. Ms. Wildenstein assured her that a veterinarian who sometimes volunteered at the shelter, Dr. Haines, was treating the dog. The volunteer worked up her courage to call Dr. Haines directly, and was told that he knew nothing about the animal.

115. PUNKIN PAULA and Ms. Alderman cannot run the risk of having the Property exposed in any way to potential criminal conduct or liability, or to be associated with an organization that has such a negative reputation.

XI. Competency of Manager

116. As PUNKIN PAULA's manager, Ms. Alderman is concerned that Ms. Wildenstein is no longer fit to run an animal shelter. Since Ms. Alderman re-established more regular contact with Ms. Wildenstein beginning in March 2011, Ms. Wildenstein has demonstrated increasingly irrational, bizarre and erratic behavior.

117. Ms. Wildenstein lost her wallet more than a year ago. As ofiate-July 2011, she still had not attempted to obtain a single form of personal identification (driver's license, Social Security card, passport, old school 10, or even a library card).

118. Ms. Wildenstein does not drive or have a driver's license, and Ms. Wildenstein, Mr. Rodriguez and Ms. Oberle have told Ms. Alderman that she has stepped foot off the Property only twice since the end of July 2010, both times to attend AF's annual fundraiser that takes place each year at the end of July.

119. Ms. Wildenstein has told Ms. Alderman that she has not used the Yellow house in more than a year, except to shower, and that she lives and sleeps in the warehouse's thrift store. Ms. Alderman believes that with her heavy cigarette smoking and deep sleep, Ms. Wildenstein poses a genuine risk of starting a fire.

120. Ms. Wildenstein claims that she sleeps in the warehouse with the overhead garage door open because otherwise strangers will come at night and steal dogs. She engages in excessive secrecy, obscuring dogs and kennels with blue plastic tarp (see Ex. C-54), and forbidding all volunteers, employees and the public from walking around the majority of the Property. Only Ms. Wildenstein, Ms. Oberle, "Mike" and, presumably, Mr.

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Rodriguez, have been allowed even to see these dogs, 4 and they can go for days at a time· without being walked or socializing with humans. (See Exs. C-55; C-56; C-57; C-58).

121. On March 30, 2011, Ms. Wildenstein told Ms. Alderman that she heard "kids" playing at night in the attic of the Yellow house. Ms. Wildenstein could not explain why she had not contacted Ms. Alderman, the BOD or called the police.

122. On or around August 7, 2011, Ms. Wildenstein told Ms. Alderman that she was having a "nervous breakdown."

123. On September 1, 2011, Ms. Wildenstein told a volunteer that someone was poisoning AF's dogs. As of September 6, 2011, Ms. Wildenstein had not filed a police report with the Bexar County Sherriff's Department regarding the alleged poisoning.

124. During a highly publicized adoption event held on August 24, 2011, with Ms. Oberle's consent and knowledge, Ms. Wildenstein adopted a pit bull dog named "Molly" to a family with a six-month old infant. Ms. Wildenstein had previously told former employee Lissa Tuttle that Molly had killed two dogs and a cat. (See affidavit of Lissa Tuttle, Ex. Q-3, pars. 23-25). Ms. Wildenstein likewise told volunteer Mary Alvarado that Molly was "dangerous," and should not be walked around other dogs or cats. (See affidavit of Mary Alvarado, Ex. 8-1~ par. 3).

125. A recent screen shot from AF's page on "petfinders.com" reflects that Molly should not be around other dogs or cats.

126. Mr. Rodriguez and Ms. Oberle have vacillated between maintaining that Ms. Wildenstein has "mental issues," needs professional help and is an unfit shelter manager who should be fired, to referring to her as the "face of [AF]," and a "unique" person who should stay.

XII. Notice to Comply or Quit, and Eviction

127. Despite claiming that the restoration and repair of the Property was an AF "priority," Ms. Alderman is aware of little to nothing that has been done.

128. In late July or early August, Ms. Alderman set out a schedule by which AF would have to repair and restore the Property, or face eviction, and she resigned from the AF BOD.

129. The thrift store was to be eliminated because of the fire hazard it posed due to a lack of sprinklers in the building. Some items were removed, but most of the items remained.

130. Despite having an infusion of money after a fundraiser on July 27, 2011, AF has failed to make even basic repairs such as replacement of the broken windows and doors.

4 On August 22, 20 II, BOD member Tracey Greene admitted to Ms. Alderman that she had not visited the Property since AF first moved in in July 2009.

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XIII. Relief

131. Based on the foregoing and the affidavits and exhibits attached hereto, PUNKIN PAULA requests that it be awarded possession of the Leased Premises and a Writ of Possession.

STATE OF TEXAS

)(

COUNTY OF BEXAR

)(

Respectfully submitted,

)( COUNTY OF BEXAR )( Respectfully submitted, Laura Alderman Manager of PUNKIN PAULA, LLC 319 Woodway

Laura Alderman Manager of PUNKIN PAULA, LLC 319 Woodway Forest San Antonio, Texas 78216

(210) 386-0908 State Bar Card # 24006658

VERIFICATION

Before me the undersigned Notary Public on this day personally appeared Laura Alderman who on her oath did depose and say that the matters stated in the above and forgoing petition for forcible detainer and possession and for damages are true and correct and within her personal knowledge.

Signed and sworn this _

(seal)

day of September, 2011

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personal knowledge. Signed and sworn this _ (seal) day of September, 2011 18 NOTARY PUBLIC in

NOTARY PUBLIC in and for the State of Texas

NOTICE TO COMPLY OR QUIT

TO: Animal Friends, a/k/a Animal Friends Humane Society (“AF” or “Tenant”) by and through Paula Oberle as President/Chairman of its Board of Directors, Cheryl Wildenstein as AF Manager, and Cheryl Wildenstein, Individually, as Permissive Tenants

FROM:

PUNKIN PAULA, LLC, by and through Laura Alderman, Manager and member of PUNKIN PAULA, LLC (“PUNKIN PAULA” or “Landlord”)

You are hereby served with this Notice to Comply or Quit.

In support of this Notice to Comply or Quit, the Landlord states as follows:

Between December 2003 and December 2004, as a result of her sister, Paula’s, murder in connection with a terrorist bombing of Pan Am flight 103 over Lockerbie, Scotland, Laura Alderman received a substantial monetary settlement.

Ms. Alderman decided that any money that she received as a result of her sister’s murder would be used solely for the benefit of not-for-profit and charitable organizations.

In 2005 or 2006, Ms. Alderman became a member of AF’s board of directors (“BOD”).

At the time that she became a member of the BOD, AF rented Borgfeld Property located at 23445 U.S. Highway 281 in San Antonio, Texas. AF’s shelter manager was Cheryl Wildenstein. Paula Oberle was a member of the BOD. At the time or shortly after Ms. Alderman became a member of the BOD, Cheryl’s mother, Billie Wildenstein, and Cheryl Wildenstein’s former boyfriend, Gary Rodriguez, were or became AF board members.

In 2007, there were public proposals to widen U.S. Highway 281, which would have eliminated the building that housed the AF shelter. Ms. Wildenstein and the BOD were understandably concerned.

Ms. Alderman advised the BOD that she had funds available to buy land for AF to use if an appropriate property could be found. Not long afterwards, Ms. Wildenstein advised Ms. Alderman about a nearly five-acre property located at 213 West Borgfeld Drive, north of the City of San Antonio, in Bexar County, Texas (the “Property”). The Property was owned by Harry L. and Donna J. Lux and was for sale.

On or around November 14, 2007, Ms. Alderman formed “PUNKIN PAULA, LLC,” a domestic limited liability company formed in the state of Texas as a vehicle for purchasing the Property. Ms. Alderman became the Manager and was a member of PUNKIN PAULA.

On November 20, 2007, PUNKIN PAULA purchased the Property for $512,694.12.

The Lux family had owned the Property for many years and only a few years before they sold it

to PUNKIN PAULA, Mr. and Mrs. Lux had moved two circa-1920 or -1930 homes from other land that they owned to the Property.

The Lux’s moved the first house (the “Yellow House”) to the left-center part of the Property. The Lux’s invested approximately $50,000.00 installing a foundation, painting, upgrading the electric and plumbing, etc., in the “Yellow house.”

The second house (the “Brown house”) was placed in the back left part of the Property, and was rented out by the Lux’s at the time PUNKIN PAULA purchased the Property. The tenants moved out before PUNKIN PAULA closed on the Property.

Mr. Lux worked on large trucks and had a large warehouse built on the center-right portion of the Property. The warehouse contained an apartment that included a new, fully equipped kitchen, sitting area, three bedrooms and two full baths (the “Apartment”). Before the Lux’s had lived on the Property very long, Mr. Lux suffered a stroke and he and his wife decided to move back to Austin, Texas.

AF moved onto the Property in July 2009 and the Property was to be leased for $1 a year. Conditions precedent to the purchase and lease of the Property included that AF maintain the Property, advise Ms. Alderman about any problems at the Property; including the need for maintenance and repairs; that no animals be allowed in any part of the Apartment, the Yellow House or the Brown House; and that no more than 80 dogs ever be on the Property at one time.

The parties agreed that Ms. Alderman would provide AF with funds to cover the Property’s property taxes and property insurance, and AF was to purchase liability insurance in the amount of $500,000.00 to protect PUNKIN PAULA from liability for injury to any person who came onto the Property, or to their personal property.

Ms. Wildenstein was supposed to live in the Yellow house. There was an inadequate heating system in the Brown house, and some plumbing issues needed to be addressed, and Ms. Alderman advised Ms. Oberle and Ms. Wildenstein that noone was allowed to live there. The BOD discussed the possibility of fixing the Brown house up and eventually using it to house a thrift store or even a veterinarian’s practice.

Ms. Alderman visited the Property on number of occasions and initially the Property was well- maintained. On subsequent visits, she began to be discouraged from walking beyond the warehouse, where a fence had been installed across the Property with a locked gate. Ms. Alderman was told that her walking around would cause the dogs to bark. Neighbors had frequently called police regarding barking dogs, and Ms. Wildenstein alleged that one had even threatened to shoot the dogs. Not wanting to cause AF any problems, and relying on Ms. Wildenstein and Ms. Oberle, whom she considered to be friends as well as fellow members of the BOD, Ms. Alderman deferred to their requests not to walk around the Property.

In or around February or March 2010, Ms. Alderman became aware that the warehouse was being used to house a thrift store. At no time did PUNKIN PAULA authorize AF to run any business other than an animal shelter on the Property. At the time it appeared orderly and well

managed. Ms. Alderman was informed by Ms. Oberle that the thrift store earned AF over $5,000.00 a year.

I. Damage to the Property

On or around March 13, 2011, Ms. Alderman was contacted by a former AF volunteer, who informed her, among other things, that she was aware that there was mold in the Apartment.

Ms. Alderman contacted Ms. Wildenstein, who denied it.

A day or two later, Ms. Alderman visited the Property early in the morning. She walked into the

warehouse and shouted out Ms. Wildenstein’s name but could not find her.

Ms. Alderman observed that there was wall-to-wall junk haphazardly strewn all over the warehouse. A queen- or king-size bed covered with blankets sat near the front of the warehouse.

Ms. Alderman walked into the Apartment. An unattended candle was burning on a kitchen counter. The kitchen area was wall-to-wall with clutter.

Ms. Alderman went from room to room. There were several inches of dried brown sludge in the bathroom tubs, sinks and toilets, from an apparent sewer backup and/or a flood.

The parquet floor in the sitting area has been flooded, and was warped and will need to be replaced. Every room’s baseboards was covered with mold. With the exception of the kitchen and sitting room, the walls in every room were covered with thick black mold. The almost-new carpets in each of the bedrooms had been torn out. A window had apparently been left open for months and paint on the windowsill was peeling. Doors and bathroom vanities literally were falling apart, apparently due to moisture.

Ms. Alderman has since been made aware of holes about the size of golf balls covering the walls

of the warehouse. She has been told by a contractor that they were made by water rats. He has

opined that at night, rats “the size of squirrels” must come out.

Ms. Alderman has since been made aware that in her capacity as AF manager, until volunteers purchased metal garbage cans, Ms. Wildenstein allowed bags of dog, cat and rabbit food to lie exposed around the Property, thereby encouraging the infestation of rats. Ms. Alderman has been told that one could hear rats running in the walls of the warehouse, and that multiple rat traps placed in the warehouse bathroom simultaneously contained dead mice and rats.

After exiting the warehouse, walked to the back of the Property. She observed standing mud and large puddles of water that she had never seen before.

There were small buildings and sheds on the Property that had been constructed without PUNKIN PAULA’s knowledge or permission. Ms. Alderman did not become aware until May 2011 that under many of the dog pens’ mulch-covered floors were permanently installed concrete slabs. PUNKIN PAULA had never given AF permission to install those slabs.

Ms. Alderman went to Brown house at the back of the Property. Ms. Wildenstein’s brother, John, an AF employee, was living there with 11 dogs. Ms. Wildenstein had told Ms. Alderman that her brother would be moving into the house to begin fixing it up and to make any necessary repairs. Ms. Wildenstein assured Ms. Alderman that her brother was a competent and capable “handyman.”

Ms. Alderman entered the Brown house and was overpowered by the stench of urine and feces. The floors of every room in the house were covered with feces and puddles of urine. Garbage, including half eaten cans of food, was strewn all over the floor. Windows in the house were broken, and a space heater lay tipped on its side.

A contractor has since told Ms. Alderman that the smell has likely permeated the whole house

and it probably will have to be razed.

A flatbed truck was parked in front of the Brown house for two years; apparently it does not run.

The cab of the truck, and a small garage near the Brown house, were filled floor-to-ceiling with large black garbage bags of unknown items. Beer cans were strewn across the ground.

As Ms. Alderman walked back toward the warehouse, Ms. Wildenstein emerged from the front. Ms. Wildenstein told Ms. Alderman that she no longer slept in the Yellow house, but instead fell asleep each night in the warehouse bed. Ms. Wildenstein had earlier been in such a deep sleep that she had not heard Ms. Alderman calling her name from only three feet away.

Ms. Wildenstein claimed that she had discovered the mold in the Apartment only the day before Ms. Alderman did. However, witnesses have told Ms. Alderman that Ms. Wildenstein toured the Apartment with animal control officers when they were called to the Property on March 2, 2011.

On August 15, 2011, Ms. Wildenstein told Ms. Alderman in front of three witnesses that she had actually discovered the mold in one of the rooms “months before” Ms. Alderman had discovered it. Ms. Wildenstein stated that she had not bothered to check any other rooms, and could not explain why she had not informed Ms. Alderman about the damage, including why she had lied when Ms. Alderman directly asked her if there was any mold in the apartment.

Ms. Alderman asked Ms. Wildenstein about the running water at the back of the warehouse, and the deep puddles of mud. Ms. Wildenstein, and subsequently Ms. Oberle, claimed that two plumbers had examined the area and told them that it was a natural spring. Neither Ms. Wildenstein nor Ms. Oberle have identified the alleged plumbers.

Ms. Alderman later learned that Ms. Wildenstein had told others as early as late 2009 or early 2010 that the water was from a broken pipe in the warehouse’s concrete slab foundation, but that AF did not have the money to repair it. Ms. Alderman did not learn that there may be a broken pipe until on or around May 17, 2011. She has subsequently observed water flowing from the warehouse foundation, and believes clearly that no plumber would ever have alleged that the water came from a natural spring.

Ms. Alderman then went with Ms. Wildenstein to the Yellow house. The front door was off its hinges and simply propped up in the doorway. The glass in the door was shattered, and broken glass lay on the floor.

Ms. Wildenstein claimed that a powerful wind had blown the door off of its hinges. Ms. Alderman is not aware of any powerful windstorms that were in that area, and she was told by a person who witnessed it that the door was knocked off its hinges by a goat. That had occurred in 2010; Ms. Wildenstein made no effort to repair the door until in or around May 2011.

The Yellow house was cluttered with furniture and boxes, and there was a stench of animal urine everywhere. An unattended candle burned on a kitchen counter. Ms. Alderman later learned that Ms. Wildenstein had kept cats in the house, and frequently allowed dogs in as well.

Ms. Wildenstein promised Ms. Alderman that she would personally oversee Mr. Wildenstein’s cleanup of the Brown house, and would make arrangments to clean up all three buildings.

Ms. Wildenstein promised to comply with Ms. Alderman’s and Ms. Oberle’s instructions to take

in no more animals, not to allow any animals in the Apartment or Yellow and Brown houses, and

not to burn any candles at all on the Property.

Ms. Alderman, Ms. Oberle and Ms. Oberle’s sister, Jeanne Kordus, returned the next week to inspect the Property. Mr. Wildenstein had not begun cleaning the Brown house or repairing the broken windows. In fact, the conditions were even worse.

Ms. Wildenstein admitted that she had not even looked in the Brown house, nor had she supervised her brother’s cleaning up. Ms. Wildenstein refused to accompany Ms. Alderman, Ms. Oberle and Ms. Kordus in their inspection of the Brown house, insisting on remaining outside.

Mr. Wildenstein left the Property and employment with AF the next day. He took none of his belongings, including his truck and the bags full of items with him, and they remain on the Property.

Ms. Wildenstein, Ms. Oberle and BOD member Gary Rodriguez have repeatedly assured Ms. Alderman that repairing and restoring the Property was an AF “priority.” Five months after the Property’s condition was first discovered by Ms. Alderman, nothing, not even a broken window, has been repaired and no cleaning to speak of has taken place.

A witness has told Ms. Alderman that Ms. Wildenstein continues to take dogs into the Yellow

house.

When Ms. Alderman visited the Property during the first week in August 2011, there was an unattended candle burning in the Apartment.

Contractors Tony and Lisa Watson have examined the Property and estimate that it will cost more than $75,000.00 to repair and restore the three buildings. AF is constantly facing a negative cash flow, and has no foreseeable ability to pay for the repair and restoration of the Property.

Ms. Alderman contends that Ms. Wildenstein and AF have acted willfully, dishonestly and in bad faith, and that their presence on the Property poses an imminent and continuing threat to the integrity and value of the Property.

II. Number/Hoarding of Animals

As a condition precedent to purchasing and leasing the Property, Ms. Alderman required that there would never be more than 80 dogs on the Property at one time. Ms. Oberle was aware of this condition, and she has acknowledged in e-mails that she heard Ms. Alderman advise Ms. Wildenstein of this condition as well.

In March 2011, Ms. Alderman and Ms. Oberle instructed Ms. Wildenstein that no more animals could be taken in by AF, and that an emphasis on adoptions must be made. When Ms. Wildenstein took in two more dogs in April 2011, Ms. Oberle alleges that she threatened Ms. Wildenstein that if she took in any more, Ms. Oberle would resign AF’s BOD.

On April 26, 2011, the AF BOD voted to add Anita Anderson, Tracey Greene and Jeanne Kordus to the BOD.

In early May 2011, in response to Ms. Alderman’s inquiries, Ms. Oberle advised her that there were 117 dogs on the Property, 11 of which were allegedly personally owned by Ms. Wildenstein. The dogs continued to be adopted out, and Ms. Alderman assumed that the number was decreasing.

Both Ms. Oberle and Ms. Wildenstein rebuffed Ms. Alderman’s subsequent requests for a “head count” of the dogs.

During the first week in August, Ms. Alderman asked Ms. Anderson to count the dogs on the Property. Ms. Anderson counted 140 of them.

After Ms. Alderman spoke in frustration with Ms. Greene about the increased number, Ms. Greene responded that she had counted 121 dogs, 15 of which Ms. Wildenstein allegedly personally owned.

Mr. Rodriguez promised to do a final, thorough count. On the weekend of August 13, 2011, Mr. Rodriguez told Ms. Alderman that there were 141 dogs on the Property, 13 of which Ms. Wildenstein allegedly personally owned.

Witnesses have since told Ms. Alderman that months after the prohibition on taking in more dogs was imposed, Ms. Wildenstein and Ms. Oberle have continued to do so.

In addition to the dogs, AF houses approximately 30 cats.

AF began at the Property with a small number of rabbits. AF failed to take advantage of a local veterinarian’s offer to spay and neuter the rabbits, and the number grew quickly to more than

100.

AF failed to properly separate the genders, and as recently as July 2011, rabbits continued

to breed.

Numerous witnesses have recently told Ms. Alderman that when people would select a dog to

adopt, Ms. Wildenstein would tell them that someone had already filed the paperwork to adopt

the dog.

In the majority of cases, this was not true, and months later, the dog was still on the

Property.

In March 2011, when Ms. Alderman offered to adopted Junior, a Chihuahua who had mange,

Ms. Wildenstein declined, telling her that someone had filled out adoption papers for Junior. The papers allegedly had been filed the year before and, upon further questioning, Ms. Wildenstein reluctantly admitted that she had lost the prospective owner’s contact information.

Ms. Alderman does not believe that anyone had ever filled out papers to adopt Junior.

In April 2011, Ms. Greene told Ms. Alderman that when she had wanted to adopt a particular

dog, Ms. Wildenstein had told her that someone had already filled out adoption papers. Ms. Wildenstein subsequently admitted to Ms. Greene that this was not true, and allowed Ms. Greene

to adopt the dog.

Ms. Alderman has had three independent witnesses recently confirm that Ms. Wildenstein took

in

dogs and refused to return them to their rightful owners.

In

one case, the owner of a dog, renamed “Satan” by AF, went to AF on several occasions,

asking if his dog was there. Three independent witnesses have told Ms. Alderman that Ms. Wildenstein was upset that the man had not had Satan neutered, and that she denied that the dog

was there. An older couple who regularly volunteered at the shelter quit volunteering as a result

of this deceit.

One witness has told Ms. Alderman that she personally drove Satan to a veterinary clinic to be euthanized. Two witnesses have told Ms. Alderman that they were aware that Satan was cremated, and that they witnessed Satan’s cremains being returned to AF.

Ms. Wildenstein instructed the person who drove Satan to the veterinarian to be cremated to tell everyone that Satan had been placed in a foster home. It appears that as recently as this past week, former employees continued to believe that he had been.

A former veterinary tech who, for four months worked two days a week at AF, has told Ms.

Alderman that although a poodle and a Boston terrier arrived at AF with microchips that revealed their owner’s names, addresses and telephone numbers, because they lived on the “south side” of San Antonio--a place that Ms. Wildenstein deemed to be undesirable--Ms. Wildenstein refused to contact the owners.

Ms. Alderman gives credence to these allegations. She is personally aware that shortly after she joined AF’s BOD, Ms. Wildenstein told the owners of a Chihuahua mixed-breed that their dog, “Chiquita,” had died while in AF’s custody. Ms. Alderman was aware that Chiquita was alive,

and told Ms. Wildenstein that she was committing theft by conversion, and that she must not do it again. Because the dog’s owners could not be located, Ms. Alderman found Chiquita a home.

Numerous witnesses have told Ms. Alderman that after leaving many voice messages at AF regarding their desire to adopt a dog, no one has returned their calls. When contractor Lisa Watson visited AF for the first time on August 12, 2011, she recognized AF’s name and stated that she had tried to adopt a dog once from AF, but that no one had returned her telephone call.

Ms. Alderman has been told that even knowing that AF was going to be evicted, AF continued to take in dogs.

Numerous witnesses have told Ms. Alderman that Ms. Wildenstein has alienated almost all of the volunteers, and many, including contingents from Lackland and the Boy Scouts, now refuse to volunteer at AF.

Ms. Oberle told Ms. Alderman recently that on some Sundays, she and Ms. Wildenstein are the only people on the Property that day. Nevertheless, Ms. Oberle has rejected recent offers from other shelters to take in dogs, including an offer by a local no-kill shelter, the Animal Defense League, to take in four or five dogs.

Ms. Alderman does not believe that two people can adequately feed, water and walk more than 141 dogs, or take care of numerous rabbits and cats.

Ms. Alderman believes that given their history, Ms. Oberle and Ms. Wildenstein will continue to take in, and refuse to adopt out, animals, and that the Property’s physical structure and value will continue to decline.

III. Liability Insurance

In July 2009, in response to her inquiry, Ms. Alderman learned that in order to save money, Ms. Oberle had either cancelled or failed to renew PUNKIN PAULA’s liability insurance.

Ms. Alderman directed her to immediate restore the insurance.

Ms. Oberle confirmed to Ms. Alderman earlier this year that there was liability insurance coverage in place, but she has not provided Ms. Alderman with copies of the policy or the declarations.

Ms. Oberle has refused to provide Ms. Alderman with written confirmation that she has maintained liability insurance on the Property.

IV. Violations of the Law and Standards of Care

In March 2011, Ms. Alderman asked to see AF’s records on each of the animals. Ms. Wildenstein claimed that they had been stolen by a disgruntled former worker, and she was unable to produce a single one. A veterinary technician and a veterinarian have told Ms.

Alderman that AF has never kept adequate records.

On information and belief, cats that are taken in by AF are not tested for feline leukemia, a highly contagious and incurable disease. All cats are housed in one or two cages, and feline leukemia positive cats have been adopted out.

A witness who adopted a rabbit and four bunnies in July 2011, told Ms. Alderman that on the

first day she arrived, she and her daughter counted 10 dead rabbits in the cage. The next day when they returned, there were six more dead.

Three witnesses have told Ms. Alderman that in violation of the law, Ms. Wildenstein has given dogs rabies vaccinations.

A veterinarian has told Ms. Alderman that AF often did not give a rabies vaccine certificate to

persons who adopted dogs, even though they were told that the dogs had received their rabies shots. The clients’ telephone calls to AF to obtain the certifications, and the veterinarian’s phone calls to confirm whether the vaccine was given, went unanswered.

One witness has told Ms. Alderman that as Ms. Wildenstein was adopting out an animal, Ms. Wildenstein often would often fabricate dates on which the animal supposedly was given its shots.

Various witnesses, some of whom did not know each other, have told Ms. Alderman that they witnessed Ms. Wildenstein engage in behavior that can only be described as animal abuse.

PUNKIN PAULA and Ms. Alderman cannot have the Property exposed in any way to potential criminal conduct.

V. Notice to Comply or Quit and Eviction

Despite claiming that the restoration and repair of the Property was an AF “priority,” Ms. Alderman is aware of little to nothing that has done.

Ms. Alderman insisted that the warehouse thrift store be emptied because, particularly in light of the fact that Ms. Wildenstein is a smoker and deep sleeper, it created a fire hazard. Even though AF paid to have its dumpster emptied one extra day each week, little or nothing in the warehouse was being removed.

In frustration, in August, Ms. Alderman set out a schedule by which AF would have to repair and

restore the Property, or face eviction, and she resigned from the AF BOD.

There continued to be a lack of progress and, despite having an infusion of money after a fundraiser on July 27, 2011, not even basic repairs such as replacement of broken windows and doors were made.

PUNKIN PAULA gave AF a 30-day notice to vacate the Property, before discovering that absent

a lease, under Texas law, an order to vacate the premises can be made upon three days notice.

AF must repair or restore the Property to its original state, reduce the number of dogs on the Property to 80 or fewer, and provide Ms. Alderman with proof of liability insurance within three days after receiving this Notice to Comply or Quit, or vacate the premises by August 25, 2011.

I, Laura Alderman, personally served this Notice to Comply or Quit on Cheryl Wildenstein on the morning of August 22, 2011. I served AF by affixing a copy of this Notice to Comply or Quit to the front door of the Apartment on August 22, 2011, and by sending copies by regular and certified mail to Paula Oberle at her place of residence, located at 80 Edgecreek, San Antonio, Texas 78254.

Laura Alderman, as Manager and member of PUNKIN PAULA, LLC

Date: August 22, 2011

No. 30-E-11-03305-01

PUNKIN PAULA, LLC,

)

)

Plaintiff

)

In Justice Court

)

Precinct 3

)

Bexar County, Texas

vs.

)

)

)

)

ANIMAL FRIENDS HUMANE SOCIETY,

)

Defendant

)

)

AFFIDAVIT OF DONNA J. LUX

BEFORE ME the undersigned notary public on this day personally appeared Donna J. Lux who, being known to me, did on her oath depose and say as follows:

My name is Donna J. Lux. The matters stated herein are true and correct and within my personal knowledge.

1.

I

have lived in the city of New Braunfels, Comal County, State of Texas, since in or

around October 2007. Prior to that, I lived with my husband, Harry L. Lux, on property we owned that was located at 213 W. Borgfeld Road, San Antonio, Texas (the

“Property”).

2.

During the mid-1970’s, we moved a house (the “Yellow house”) from another parcel of land to the Property. I do not know the age of the Yellow house, but it appeared to be circa 1920’s -1930’s. During the 1980’s, we moved a brown and white house (the “Brown house”) to the Property. The Brown house would be over 130 years old today.

3.

Between 2006 and 2007, my husband and I invested approximately $50,000.00 in the Yellow house upgrading the electric and plumbing, repairing the foundation, completely remodeling the bathroom (inclding restoring the old bathtub), and painting the interior and exterior of the house.

4.

We also had all of the natural wood floors in the Yellow house restored. My husband and

did not move back into the Yellow house after it was upgraded, and it was immaculate at the time PUNKIN PAULA purchased the Property.

I

wood floors were refinished and restored a number of years ago, and I believe that my husband may also have had some foundation repair done at the same time. We replaced the Brown house’s bathroom sink and vanity, and painted the exterior and the bathroom, kitchen and panty. The walls in the rest of the rooms, as well as the trim and a large built-in china cabinet, were all original. Until just before we sold the Property, my husband and I rented out the Brown house, and it was well-maintained and cared for.

6. In 2002, my husband designed and built a large “barn house,” which I understand the current owner and others refer to as a “warehouse.” The barn house included an apartment with a fully equipped kitchen, sitting area, three bedrooms and two full baths. Everything in the barn house, including all of the appliances, was brand new.

Donna J. Lux

Signed and sworn before me the undersigned notary public on this the 2011 to witness which my hand and seal of office.

day of September,

(seal)

NOTARY PUBLIC in and for the State of Texas

2

No. 30-E-11-03305-01

PUNKIN PAULA, LLC,

)

)

Plaintiff

)

In Justice Court

)

Precinct 3

)

Bexar County, Texas

vs.

)

)

)

)

ANIMAL FRIENDS HUMANE SOCIETY,

)

Defendant

)

)

AFFIDAVIT OF TONY WATSON

BEFORE ME the undersigned notary public on this day personally appeared Tony Watson who, being known to me, did on his oath depose and say as follows:

My name is Tony Watson. The matters stated herein are true and correct and within my personal knowledge.

1.

I

reside in the city of San Antonio, Bexar County, State of Texas.

2.

I have been a contractor for almost 20 years. I am capable and accomplished in performing home and commercial renovations, including, but not limited to, laying tile and other kinds of flooring; removing and installing drywall; painting the interior and exterior of buildings; some carpentry; installing windows and window glass; refinishing furniture; and so forth.

3.

On August 15, 2011, I toured the property located at 213 W. Borgfeld Road, San Antonio, Texas (the “Property”), including, but not limited to a warehouse, a yellow house (the “Yellow house”) and a brown and white house (the “Brown house”).

Warehouse and Apartment

4. The main part of the warehouse was filled with wall-to-wall clutter. I observed holes the size of golf balls in the warehouse’s walls which, in my opinion, were made by water rats.

5. There was an apartment in the warehouse that ran the length of that building (the

“Apartment”). My review of the Apartment indicates that it has been exposed to flooding,

a backup of the septic tank or both.

6. The first room was a kitchen and sitting area that was covered with clutter. The parquet floor in front of a fireplace had been exposed to water. It is warped and, in my professional opinion, will have to be replaced.

7. There was some mold on the kitchen’s baseboards. Because the kitchen and sitting area were illuminated by only a few small lights, it is possible that upon further examination, the damage to both areas of the Apartment may be more extensive.

8. Every room and closet in the rest of the Apartment has thick black mold growing from the baseboards two to four feet up the walls.

9. In my professional opinion, the Apartment will have to be removed at least up to where the mold stops growing. It is quite possible that when that drywall is removed, there will be more mold on the other side of the drywall that is not yet visible, and that the walls will have to be completely gutted down to the studs.

Brown House

10. The Brown house is located at the back of the Property, and appears to be an original circa 1920’s -1930’s structure.

11. Upon entering, I noticed a powerful stench of animal feces and urine in every room. The original wood floors of each room are covered with dried feces and garbage, and a back room was piled several feet high with what appeared to be someone’s personal belongings.

12. Several windows were broken, and the kitchen’s linoleum floor was torn and disfigured.

13. It is quite possible that the smell has permeated the joists and can never be eliminated, in which case, the Brown house will have to be torn down.

Yellow House

14. The Yellow house is located on the center-left of the Property. It too had a strong smell of animal urine and feces, and I observed dried feces on the floor. In my professional opinion, the original wood floors have been ruined by such urination/defecation, and will have to be completely refinished.

15. All of the glass in the front door has been broken and must be replaced. The door itself is broken. It is not a standard size door, and may have to be custom built.

16. The interior of the house will have to be repainted and another exterior door will have to replaced. A screen door has been removed and may be broken.

17. No light bulbs were working in the Yellow house.

2

Due to a lack of illumination, it is

possible that upon further examination, more damage will become apparent.

Broken Pipe

18. The property at the back of the warehouse has a gentle downhill grade. I observed very large areas of deep mud, and what appears to be a small pond. Upon closer examination,

I observed water running from an area of the warehouse’s foundation.

19. In my professional opinion, this is likely caused by a break in the water main in the warehouse’s slab foundation.

20. do not believe that any professional plumber would ever have diagnosed the source of the water as a naturally-occurring spring.

I

Costs to Repair and Restore

21. In my professional opinion, costs of labor and material to repair and restore the Property to its condition in July 2009 will amount to between $75,000.00 and $100,000.00. This does not include the cost of repairing the water pipe in the concrete slab foundation.

Tony Watson

Signed and sworn before me the undersigned notary public on this the 2011 to witness which my hand and seal of office.

day of September,

(seal)

NOTARY PUBLIC in and for the State of Texas

3

No. 30-E-11-03305-01

PUNKIN PAULA, LLC,

)

)

Plaintiff

)

In Justice Court

)

Precinct 3

)

Bexar County, Texas

vs.

)

)

)

)

ANIMAL FRIENDS HUMANE SOCIETY,

)

Defendant

)

)

AMENDED AFFIDAVIT OF LISSA TUTTLE

BEFORE ME the undersigned notary public on this day personally appeared Lissa Tuttle who, being known to me, did on her oath depose and say as follows:

My name is Lissa Tuttle. personal knowledge.

The matters stated herein are true and correct and within my

1.

I reside in Bexar County, State of Texas.

2.

I volunteered at Animal Friends Humane Society (“AF”), shortly after it relocated to property at 213 W. Borgfeld Drive, in San Antonio, Texas (the “Property”) in July 2009. On January 11, 2011, through March 2, 2011, AF hired me to work there. While I was there, I witnessed many things that troubled me.

Refusal to Return Dogs to Rightful Owner/Euthanasia of Dog

3. For example, within one or two days after “Bear” and “Buddy” showed up at AF in early 2011, their owner came to ask if they were there. He came back several times and each time the manager, Cheryl Wildenstein, denied it.

4. Cheryl renamed the dogs, respectively, “Satan” and “Newbie.” Although he was a very nice dog, Cheryl took an intense dislike to Satan.

5. One day while I was working, a small dog attacked Satan. When I tried to intervene, while defending himself against the other dog, Satan accidentally bit me. Cheryl insisted that I take Satan to be euthanized. Cheryl did not take any action against the dog that had been the aggressor.

2

6. I drove Satan to Bulverde Bexar Veterinary Clinic, located at 23365 U.S. Highway 281, in San Antonio, Texas, where Dr. Elbel euthanized him. It broke my heart to have to do this, but I knew that if I refused, Cheryl would fire me, and it was important to me to continue to be able to care for AF’s animals.

Retaliation

7. My experience and that of other workers and volunteers was that if anyone complained about the way a particular dog was treated, Cheryl would treat it even worse as a way to punish us for complaining or bringing attention to the problem. This included, among other things, putting the dog in a small kennel and throwing a blanket over it.

8. Cheryl was very secretive and would not allow the workers and volunteers to go in any room in an apartment in the warehouse except for the kitchen, or to go behind a fence and gate that ran across divided the Property between the warehouse and some dog kennels. There were a lot of dogs behind the fence, but their kennels were covered with blue plastic sheeting so that none of us could see them.

Failure to Properly Store Food and Medicine; Use of Other Animal’s Medications

9. Conditions at AF were very unsanitary. For example, open bags of dog and cat food were left laying around the Property and, until some of the volunteers and employees chipped to purchase metal garbage cans, rats and mice would eat the food and leave their droppings in it.

10. I witnessed veterinary medicine such as heartworm and flea medications, prescription medications, etc., being left outside for days, exposed to the hot sun.

11. I also witnessed people give Cheryl prescription medications that their animals no longer needed and, without the oversight of a veterinarian, her giving these medications to other animals.

Administering Rabies Vaccinations/Dishonesty About Status of Vaccinations

12. I personally witnessed Cheryl give animals rabies shots without a veterinarian being on site, a violation of Texas Health and Safety Code (“THSC”) §826.023(a), and a Class C misdemeanor.

13. In November 2010, Cheryl gave me a syringe full of what she told me was rabies vaccine, and asked me to administer it to “Austen,” an AF dog that I was fostering. I put the vaccination in a container in my refrigerator so that it was properly stored. However, even though at that time I did not know that it was a violation of the law to administer a rabies vaccination without a veterinarian being present, I still did not feel comfortable doing so, and had a veterinarian give Austen a rabies shot instead. I still have the rabies vaccination today.

14. I have since learned that it is a violation of THSC §826.023(c), and a Class C misdemeanor, for a person to distribute rabies vaccine for animals to any person except a licensed veterinarian or to a person working in a veterinary clinic who accepts the vaccine on behalf of the veterinarian.

15. When an animal was being adopted, I also saw Cheryl come into the warehouse and grab

a booklet that dog food companies hand out for recording the dates and types of vaccines that an animal has received.

16. Cheryl would fill it out, just pulling dates out of the air. When I told her that she could not do that, she told me, “I don’t have time for this shit!”

Feline Leukemia

17.

I

am aware that new cats were not routinely tested for feline leukemia, which is incurable

and easily passed from one cat to another. Untested cats were often placed in the general

cat population.

18.

I

am aware of one person who had her cat tested at her veterinarian’s for feline leukemia

shortly after it was adopted from AF, and that it tested positive for feline leukemia. If a feline-leukemia positive cat is adopted out, other cats at the adopter’s house can catch it.

Continuing to Take in Dogs

19.

I

have been told by Laura Alderman that Cheryl was directed by the AF Board of

Directors in mid-March 2011 not to take in anymore dogs. I am personally aware that

she continued to do so.

20.

For example, in early July 2011, a man, “Randall,” contacted the Animal Defense League, a no-kill shelter where I am employed as the Intake Manager. He was trying to find a shelter to place his dog, “Ikal,” a Labrador Retriever/German Shepherd mix that he told me was 5 years old.

21.

Attached hereto is an e-mail string between Randall and a volunteer from AAPAWs, an animal rescue organization in which Randall references his and my meeting to discuss his dog. (See Exhibit C-3[a]-[b], attached hereto).

22.

Also attached hereto is another e-mail from Randall sent on July 14, 2011, in which he indicates that Cheryl at AF had taken in the dog. (See Exhibit C-3[c]-[d], attached hereto).

23.

Attached hereto is a screen shot of a website called “tracysdogs.com” that has videotaped some of AF’s dogs in an attempt to help it find homes for adoption. The site shows a video of an available Labrador/Shepherd mix named “Elkal.” (See Exhibit C-3[e]-[f], attached hereto). Although AF apparently lowered Ikal’s age from five to three years old,

3

4

I have viewed the video and it is the same dog that Randall referred to as “Ikal.”

24. I have also attached a copy of a picture of Ikal that Randall provided me. (See Exhibit C- 3[g], attached hereto).

Adoption of Dog Under Potentially Dangerous Conditions

25. On Wednesday, August 24, 2011, AF held an open adoption event that was covered by the local news media. The local Fox news affiliate covered the adoption of a pit bull named “Molly.” I understand that Molly was adopted by a family with a six-month old infant.

26. The first time that I walked Molly at AF, Cheryl told me to keep her away from other cats and dogs because she previously had mauled two dogs and killed a cat. Cheryl told my friend, Mary Alvarado, that Molly was “dangerous,” and the workers and volunteers knew not to walk her with or around other dogs.

27. Attached is a screenshot of a page from a website, “Petfinder.com,” that is dedicated to finding homes for dogs and cats. (See Exhibit C-3[h], attached hereto). The site lists a pit bull named “Molly” as being available at AF, but warns that she does not get along with dogs and cats.

Dishonesty About Animal Records, Wallet and Cell Phone

28. I understand that Cheryl and AF president and member of the board of directors, Paula Oberle, have been claiming that I stole Cheryl’s wallet and cell phone in the summer of 2010, and that I took all of AF’s animal records when I left the Property for the last time on March 2, 2011.

29. They have made these claims without a shred of evidence, and I consider their allegations to be defamatory. I am personally aware that AF kept very few, and completely inadequate, animal records, and I believe that they are trying to blame me as a way to “cover their tracks” about the inadequacy of their record-keeping, and to deflect blame Ms. Alderman began to ask to review AF’s animal records after she discovered the damage to the Property in mid-March.

30. I would further argue that AF’s hiring me in January 2011 would be inconsistent with any alleged belief that I had stolen from Cheryl the summer before.

Knowledge About Mold

31. I understand that an apartment in the warehouse (the “Apartment”) is covered with mildew and mold, and that Ms. Wildenstein has claimed that she was unaware of it until the day before Ms. Alderman discovered it in mid-March 2011. Although Ms. Wildenstein did not let the employees or volunteers go in any room in the apartment except for the kitchen, Ms. Wildenstein frequently went into the other rooms and locked

those doors behind her. I believe that is impossible that she could not have known about the mold.

32. Furthermore, as a result of an anonymous call to Animal Control Services {“ACS”}, on March 2, 2011, in which the caller complained about animal abuse occurring at AF, ACS personnel, sheriffs and a local television came to the Property.

33. Cheryl was required to allow the officers to inspect the Property, including the Apartment. Cheryl claimed that she did not have a key to the Apartment, but a sheriff saw an open window and told Cheryl to climb through and open the front door.

34. I understand that that room of the Apartment was filled with mold, and I observed Cheryl walking through the apartment with the officers. It is therefore impossible that Cheryl did not know about the mold until approximately two weeks later.

35. Cheryl called Ms. Oberle on the telephone after ACS, the sheriffs and the media arrived, and Ms. Oberle showed up at AF shortly thereafter. I had heard an officer talking about the mold and, although I did not see it, later, Cheryl, Paula and I sat on a flatbed truck and discussed the inspection, including the officer’s reference to the mold.

Broken Water Pipe

36. In the summer of 2010, a local Boy Scout troop built a small building behind the warehouse to house dogs. They had to walk back and forth through deep mud in order to access the site.

37. I heard Cheryl tell them that the mud was created by a broken pipe in the warehouse’s concrete slab foundation, but that AF did not have the money to repair it.

Taking in Additional Dogs

38. Through either personally caring for them or seeing others walking them, I was familiar with almost every one of AF’s dogs when I was last on the Property on March 2, 2011.

39. I have looked at videos of all of AF’s dogs that were posted on “tracysdogs.com” website at the end of August 2011, as dogs that were adoptable at AF.

40. Only 29 of what I am told are as many as 142 AF dogs were posted on that website, and I did not recognize the great majority of them. This leads me to believe that AF continued to take in dogs after I left in March.

Goat

41. In 2010, Cheryl kept a goat on the Property. One day I heard a noise and observed that the goat had butted its head into the front door of the yellow house on the Property, knocking the door in and shattering the glass.

5

6

Dishonesty About Adoption Status

42. On numerous occasions, I observed Cheryl tell a person who wanted to adopt a dog that someone had already filed papers to adopt the animal. I believed that this was not true and in every case, weeks and months later, the dog was still at AF.

Abuse of Animals

43. When she got overwhelmed or frustrated, which was often her state, Cheryl would take it out on the animals.

44. I observed her put dogs and rabbits in small plastic crates and put them outside covered with blankets or rugs, ignoring them for the day. Sometimes I would see feces on the ground and realize that they were from a crate next to it and find a dog in the crate.

45. Cheryl often withheld food and water as punishment for dogs that she disliked, took her frustrations out on, and tried to “break.”

46. Cheryl put one dog, “Buster Brown” behind a wooden fence next to the yellow house on the Property, and one day he was so hungry, he busted through it and killed and ate a rabbit. I was the person who pulled him away and he was very underweight.

47. As a result of the rabbit attack, Cheryl had Buster Brown euthanized.

Improper Use of AF Money

48. Cheryl does not drive, so three or four times a week, she would give me money received from adoptions or the sale of thrift store items and ask me to go buy her lunch and cigarettes.

,

.Lissa Tuttle

Signed and sworn before me the undersigned notary public on this the 2011 to witness which my hand and seal of office.

day of September,

(seal)

NOTARY PUBLIC in and for the State of Texas

No. 30-E-11-03305-01

PUNKIN PAULA, LLC,

)

)

Plaintiff

)

In Justice Court

)

Precinct 3

)

Bexar County, Texas

vs.

)

)

)

)

ANIMAL FRIENDS HUMANE SOCIETY,

)

Defendant

)

)

AFFIDAVIT OF CATHI PETTERSEN

BEFORE ME the undersigned notary public on this day personally appeared Cathi Pettersen who, being known to me, did on her oath depose and say as follows:

My name is Cathi Petterson. The matters stated herein are true and correct and within my personal knowledge.

1.

I reside in Bexar County, State of Texas.

2.

I had volunteered at the Animal Defense League (“ADL”), a local, no-kill shelter in San Antonio, Texas.

3.

In May 2009, another animal shelter, Animal Friends Humane Society (“AF”), was moving onto property located at 213 W. Borgfeld Drive (the “Property”), just a few miles from my home, and I welcomed the opportunity to volunteer at a shelter closer to my home.

4.

That month, I went to the Property with bags of dog food to donate. Paula Oberle, who I now know to the president and a member of the Board of Directors of AF, met me at AF’s front gate. She rudely asked me, in effect, what did I want and why was I there? When I inquired about volunteering, she told me that they did not need me, and that I should call before just showing up. I left feeling very unwelcome, and thinking I should reevaluate whether to volunteer there.

5.

In June 2009, I became aware that AF was in need of volunteers, so I decided to give it another chance. In July 2009, I began to volunteer there in earnest after my husband was deployed.

2

6.

offered to assist in fostering dogs, and did artwork to promote AF’s new thrift store. I designed AF’s current logo, and had AF bumper stickers printed up at my own expense.

I

I

arranged for two military groups at Lackland Air Force Base (“Lackland”) where I work

to volunteer at AF and do service projects there. I purchased and donated at least four small kennels (4’ x 6’ x 5’), and two large chain link kennels, as well. Despite numerous attempts to have AF send me receipts for my charitable donations, it has never responded or provided me with any documentation.

7.

My purpose was to allow dogs that were kept in small pens in the back of a warehouse on the Property to be moved outside with more space. Unfortunately, the pens that I donated were not used for those dogs, but simply to house more dogs AF took in.

8.

I

arranged for the low cost donation from Lowe’s and the Antique Rose Emporium of

shrubs, plants and materials to landscape the front of the Property, and for the Air Force

to perform landscaping and an improvement detail as a service project.

9.

I

personally arranged for breakfast and lunch to be provided at these projects; I asked

AF’s manager, Cheryl Wildenstein, simply to provide the projects for these volunteers to perform, as well as any materials that I had not arranged to be provided, whenever we volunteered.

10.

I arranged for a small Navy unit at Lackland to volunteer the third Saturday of each month. The unit was very enthusiastic about it and wanted to improve the quality of life for the animals.

11.

Initially all of the volunteers enjoyed their work, but soon I began receiving complaints. Despite having given advance notice and setting pre-approved dates and times, Ms. Wildenstein would leave the volunteers waiting at the gate (sometimes up to an hour), and would have no projects planned for them to do. The service members ended up just walking dogs on a limited part of the Property, or cleaning junk out of the thrift store. Each month, they would clean up the Property and the thrift store, and the next month they would be back in the same condition.

12.

Upholstered furniture would be donated, then left out in the rain, and there appeared to be no discretion regarding the quality or amount of what was taken in.

13.

On more than one occasion, I found Cheryl asleep on a couch in the warehouse, with a burning cigarette in an ashtray nearby.

14.

Within a few months, Ms. Wildenstein’s demeanor had changed and she became increasingly rude towards the volunteers.

15.

Ms. Wildenstein began making comments that offended the volunteers, including that she would never adopt an animal to a member of the military. On numerous occasions Ms. Wildenstein told me that she turned prospective adopters away, based on her visual impression that they were “trailer trash,” seemed “crazy,” or were “lousy Mexicans.”

Although I do not believe that Ms. Wildenstein harbors discriminatory animus towards people of Mexican national origin, I do think that she harbors a negative stereotype of the Hispanic culture’s attitude towards animals.

16.

Within a few months, believing that they were enabling a hoarding situation, the military volunteers refused to return to AF. They have now moved on to another organization where they feel that they can make a difference.

17.

My co-worker’s son wanted to do his Eagle Scout project at AF, but Ms. Wildenstein treated them rudely when they approached her and they went elsewhere.

18.

I observed Ms. Wildenstein giving adoptive animals shots in the warehouse, with no veterinarian on site. The conditions were most unsanitary, and there was complete disorganization regarding adoption applications and records, medical records and other documentation.

19.

Although we made many offers to provide computer and telephone support, all of our efforts were rebuffed. Ms. Wildenstein preferred to communicate almost solely by text message, and AF rarely answered its telephone, and its voice mailbox was often full.

20.

On two occasions, Ms. Wildenstein called me at home and asked me if I had any acepromazine (used in animals as a sedative and antiemetic) that she could give AF’s dogs. Acepromazine is a medicine that had been prescribed by my veterinarian to be occasionally taken by my dogs.

21.

Like all prescription medicines, the dosage has to be calibrated to the symptoms and size of the dog, and should not be passed indiscriminately. I felt that what Ms. Wildenstein was doing was wrong, and I told her I did not have any more.

22.

When I first volunteered at AF, I was allowed to walk all over the Property. I even visited an Craftsman-style brown and white house at the back of the Property, which I

remember as being exquisite, with all its original gingerbread, walls and built-in cabinets.

I

understand that it has been heavily damaged, and I think that that is a great shame.

23.

Sometime in 2010, I noticed a lot of mud and water at the back of the warehouse, and Ms. Wildenstein made a comment about there being “broke pipes” on the Property.

24.

Within a short time, Ms. Wildenstein banned all of the volunteers from going anywhere except the front of the Property. There were dogs in kennels behind blue plastic tarps that we never saw and I don’t think were walked much or socialized with humans or other dogs.

25.

I

once walked into an apartment in the warehouse, and Ms. Wildenstein became irritated

with me. Although it was not well illuminated, I could see that it had crates and kennels holding cats and dogs.

3

4

26. There were many hard-working and loyal volunteers at AF whom Ms. Wildenstein never seemed to appreciate. She gossiped about most of them behind their backs, and often referred to them as “crazy.” One by one they lost their enthusiasm and stopped coming to AF to volunteer.

27. The final straw for me occurred in October 2010 when I returned to the shelter for a second time a big, sweet, beautiful dog found running the streets. The first time, Ms. Wildenstein put a microchip in him and returned him to his owner, but the second time she kept the dog. I understood her concern that a dog escaping its home so frequently might not be adequately cared for, and therefore, I offered to let AF borrow a large kennel for the dog that I had in my back yard.

28. Ms. Wildenstein accepted it to use for the dog, but I understand that she then put the kennel at the back of the Property. Because she got tired of his barking at the cats that freely roamed the Property, she covered his kennel with plastic tarp. I wanted to return the dog to his rightful owner, but Ms. Wildenstein called him “crazy,” and refused.

29. Volunteers have told me that the dog itself is now “crazy” from being shut up in a tarped- over kennel, and that no one walks him because he is hard to control and too much of a “hassle.”

30. I have never forgiven myself for turning over that dog to AF, or not somehow trying to get the identity of its owner. I have not been back to AF since then, and I no longer advocate for it as a place for other to volunteer.

31. If I find a stray animal, I refuse to take it to AF, as I believe that ultimately, its chances of ever leaving the Property, or of being given proper care and socialization with humans and other dogs, are slim.

32. I believe that AF and Ms. Wildenstein started out with the best of intentions, but that something terrible went wrong along the way. I hope Ms. Wildenstein gets the help that she so sorely needs, and that she can move on to another endeavor that does not involve the care of animals.

Cathi Pettersen

Signed and sworn before me the undersigned notary public on this the 2011 to witness which my hand and seal of office.

day of September,

NOTARY PUBLIC in and

(seal)

5

for the State of Florida

No. 30-E-11-03305-01

PUNKIN PAULA, LLC,

)

)

Plaintiff

)

In Justice Court

)

Precinct 3

)

Bexar County, Texas

vs.

)

)

)

)

ANIMAL FRIENDS HUMANE SOCIETY,

)

Defendant

)

)

AFFIDAVIT OF MARY BETH MERRITT

BEFORE ME the undersigned notary public on this day personally appeared Mary Beth Merritt who, being known to me, did on her oath depose and say as follows:

My name is Mary Beth Merritt. The matters stated herein are true and correct and within my personal knowledge.

1.

I reside in Bexar County, State of Texas.

2.

In July 2011, I learned that Animal Friends Humane Society (“AF”), an animal shelter located at 213 W. Borgfeld Drive, in San Antonio, Texas (the “Property”), might be closing down, and that it had some rabbits that it would like to find homes for.

3.

At that time, I had three “show rabbits” that I entered in rabbit competitions.

4.

My daughter and I went to AF on a day in early to late-July and saw approximately 30 live rabbits in a rabbit pen. There were also 10 dead rabbits strewn around the pen.

5.

I went home to think it over, and the next day we went back and adopted a mother rabbit and her four bunnies. On that day, we saw six dead rabbits in the pen.

6.

On Tuesday, August 23, 2011, I returned to AF to attempt to adopt the last two remaining rabbits. While I was there, I saw a goat that was in a fenced-in side yard of the yellow

house on the Property ram into the wooden fence and knock a slat out of it.

Mary Beth Merritt

Signed and sworn before me the undersigned notary public on this the 2011 to witness which my hand and seal of office.

day of September,

(seal)

NOTARY PUBLIC in and for the State of Texas

2

No. 30-E-11-03305-01

PUNKIN PAULA, LLC,

)

)

Plaintiff

)

In Justice Court

)

Precinct 3

)

Bexar County, Texas

vs.

)

)

)

)

ANIMAL FRIENDS HUMANE SOCIETY,

)

Defendant

)

)

AFFIDAVIT OF KELLI ROSTVOLD

BEFORE ME the undersigned notary public on this day personally appeared Kelli Rostovld who, being known to me, did on her oath depose and say as follows:

My name is Kelli Rostvold. The matters stated herein are true and correct and within my personal knowledge.

1.

I reside in the city of San Antonio, Bexar County, State of Texas.

2.

I

first became familiar with Animal Friends Humane Society (“AF”) approximately ten

years ago when it was located at on U.S. Highway 281, and my daughter would volunteer there.

3.

During mid-2010, AF hired me to work on Tuesdays and Thursdays as a veterinary technician at its shelter located at 213 W. Borgfeld Drive, in San Antonio, Texas (the “Property”).

Poor Sanitation; Overcrowding

4.

I

immediately knew that something was quite wrong at AF. Among other things, I was

not allowed to go into certain areas of the shelter where animals were. “Mike,” an employee who walked dogs at AF, told me that there were 50 cats in a yellow house on the Property, but I never saw a single one of them.

5.

Sanitation was poor at the shelter, and many dogs developed mange after being at AF for

a short time.

Unlicensed Practice of Medicine

6. Although I never saw Cheryl give a rabies shot, she insisted to me that she had the authority to do so, even when no veterinarian was on site. Medications were not stored properly, and Cheryl solicited unused medications for others’ pets to use on AF dogs.

Refusal to Return Dogs to Rightful Owners

7. Adoptions were relatively slow, and prospective adopters were frequently summarily turned away.

8. On one occasion, there was a poodle and a Boston Terrier at AF, both of whom had microchips identifying their owners. The poodle had a little pink “coloring” applied to his hair, and her eye had been professionally removed by a surgeon. The Boston Terrier was likewise well taken care of, and both dogs appeared to have owners who loved them. However, because the owners lived on the south side of San Antonio—a location that Cheryl deemed “undesirable”—she was adamant that she would not return them.

Hoarding

9. Volunteers once moved a cat cage and AF’s manager, Cheryl Wildenstein, flew into a rage, afraid that someone had thrown anything away.

Animal Abuse

10. One day I saw what looked like an odd little table, covered with a blanket with an assortment of items placed on top of it.

11. When I looked closer, I saw that even though there was a large rabbit pen that housed over 100 rabbits, Cheryl had placed 10 rabbits into a small crate, and covered them up.

12. Six of the rabbits were dead and, after I put them back in the large pen, another one later died. When I asked Cheryl why she had done it, her response was, “Survival of the fittest!”

13. Another dog, “Annie,” was “gorgeous” when she arrived at AF, but soon developed terrible mange, but Cheryl would not let me treat it. Cheryl claimed that Annie was being treated by a veterinarian, but I never saw a veterinarian on site.

14. Cheryl hated another friendly dog named “Buster Brown,” a dog that she claimed was part pit bull, but to me looked more like a beagle mix.

15. Cheryl told me that Buster Brown had attacked another dog, and set it aside in a cage for four or five days with a blanket over it, then had it euthanized.

16. If employees or volunteers complained about the way animal was treated, Cheryl would

2

isolate it and treat it worse as punishment for bringing problems to anyone’s attention. Many of the volunteers and employees were afraid of Cheryl, and to this day some still are.

17. Conditions were never like this at AF’s other shelter, and I think that any other community would have shut AF down.

18. I ultimately left after approximately four months because I had inadequate and insufficient medication to properly treat the animals at the shelter, and I felt that my skills were not being properly utilized. I also was uncomfortable with the conditions at AF, and the way Ms. Wildenstein treated the animals, volunteers and employees.

19. Nevertheless, I did not leave on bad terms, and I stopped by to visit AF as recently as several weeks ago to say, “Hello.”

Kelli Rostvold

Signed and sworn before me the undersigned notary public on this the 2011 to witness which my hand and seal of office.

day of September,

(seal)

NOTARY PUBLIC in and for the State of Texas

3

No. 30-E-11-03305-01

PUNKIN PAULA, LLC,

)

)

Plaintiff

)

In Justice Court

)

Precinct 3

)

Bexar County, Texas

vs.

)

)

)

)

ANIMAL FRIENDS HUMANE SOCIETY,

)

Defendant

)

)

AFFIDAVIT OF ANITA ANDERSON

BEFORE ME the undersigned notary public on this day personally appeared Anita J. Anderson who being known to me did on her oath depose and say as follows:

My name is Anita J. Anderson. The matters stated herein are true and correct and within my personal knowledge.

1.

I reside in the city of San Antonio, Bexar County, State of Texas.

2.

In November 2007, I became aware that Ms. Alderman was forming a corporation she named PUNKIN PAULA, INC. in order to purchase a five-acre property located at 213 W. Borgfeld Drive, in San Antonio, Texas (the “Property”). Ms. Alderman was on the board of directors (“BOD”) of Animal Friends Humane Society (“AF”), and AF was concerned that as a result of the proposed widening of Highway 281, it would lose the current site that it rented. In May of 2008 I viewed the property with her husband Gordon King before the shelter moved in.

3.

In mid-March 2011, Ms. Alderman told me that she was very distressed to discover that AF had allowed extensive water damage and mold to occur in a warehouse and an apartment on the Property. Ms. Alderman was also concerned that the shelter manager, Cheryl Wildenstein--who lived on the property and ran the operation--and Paula Oberle, AF’s president and member of the BOD who volunteered at the shelter most weekends, had taken in many more animals than the 80-dog limit that Ms. Alderman had insisted on as a condition precedent to AF’s use of the Property.

4.

Laura was very upset because Ms. Wildenstein had failed to notify her about the damage and had failed to do anything clean it up. She also complained that there were windows broken out in both of the houses on the Property, and that there was rubbish and discarded furniture and other items strewn all over the Property.

 

5.

In addition, in and before March 2011, there had also been complaints to the media, the Bexar County Sheriffs and Animal Control Services by people who had previously volunteered or worked at AF, lived nearby or who had adopted an animal from AF, about AF’s management and the condition of its animals.

6.

Thereafter, Ms. Alderman and Paula Oberle met with an individual who had made some credible claims about problems at the shelter. Ms. Alderman was intent on investigating the claims responsibly. The allegations included animal hoarding, overpopulation at the shelter due to Ms. Wildenstein’s and Ms. Oberle’s apparent refusal to permit most adoptions to take place, failure to answer the telephone or to respond to inquiries concerning adoptions, and failure to keep adequate adoption and veterinary (including vaccination) records.

7.

In April 2011, Ms. Alderman asked me to join the AF BOD. At the time that I joined, the BOD consisted of Ms. Alderman; Ms. Oberle; Ms. Wildenstein’s boyfriend, Gary Rodriguez; and Ms. Wildenstein’s mother, Billie Wildenstein. On April 26, 2011, the BOD voted to add me; Ms. Oberle’s sister, Jeanne Kordus; and, Tracey Greene, a former board member, to the BOD.

8.

I

learned around that time that the organization had lost a significant grant from the

San Antonio Area Foundation which it had usually received and which would have funded staff. Staff members were not being paid--there were no cash reserves, just reliance on donations -- and staff members had left. Within a few months, only two full- time employees remained (Ms. Wildenstein and a man named “Mike”), and I learned in

late August 2011 that they were no longer being paid, but were being considered volunteers.

 

9.

Ms. Alderman attempted to learn more from people who were raising concerns about AF.

 

observed that Ms. Oberle had no interest in attempting to investigate these allegations, dismissing the concerns as those of “crazy” people and, at one time, considering a BOD motion to prevent Ms. Alderman from discussing the allegations with such people. The person had taken photographs of “problems” at AF such as dog mange and a tick infestation, etc., but Ms. Oberle dismissed them, claiming that the photographs “could have been taken anywhere.”

I

 

10.

Ms. Oberle and Ms. Wildenstein began to display a siege mentality, assuming that anyone who did not agree with their viewpoint had a vendetta against them, and that they were “just trying to take AF down.” Donations had dropped off and their immediate conclusion was that someone was stealing mail and “checks’ from AF’s mailbox.

11.

On May 15 th , I visited the Property with Ms. Alderman, who was becoming more and more frustrated that nothing was being done to repair the damage or adopt out the dogs. While she talked to Ms. Wildenstein, I inspected the Property on my own.

2

12.

I was appalled by what I saw--the dogs I was able to see appeared to be well fed--but the Property had been trashed.

13. The Property is five acres and has lots of trees and open space. There is a large warehouse with a large front room and smaller back room, and an attached three- bedroom, two and a half bath apartment. There are also two small houses.

14. The warehouse’s larger front room housed a thrift store operated as raise money. This front room was overflowing with items—much of what appeared to be junk—and the aisles were mostly blocked. I could not see any fire extinguishers.

15. Ms. Wildenstein’s personal bed was at the front of the thrift store, un-made, with a dog asleep under the covers. I learned that Ms. Wildenstein had not stepped foot off the Property in almost a year, since the end of July 2010.

16. What were apparently thrift store donations, much of which should have been discarded as trash, were scattered randomly all over the Property, including the entrances to the “thrift store” and the apartment. Mattresses, pillows and bedding items were lying out in the open. Furniture and junked equipment was stacked against the buildings or in piles. The appearance was one of total neglect and hoarded trash. Much of it was in areas not open to the public or visible through a fence that blocked off the front of the Property from the back, an area I later learned the public, volunteers and employees were prohibited from entering.

17. There were a number of large cages in the front of the property made of hurricane fencing panels. They were covered with tarps and the floor consisted of cedar chips; there was room for the animals to move around and they were sheltered from the rain and sun.

18. However, in a small back room of the warehouse there were a large number of dogs in 3’x 4’ foot kennel cages stacked two or three high and several cages deep. When I entered the room, all of the dogs started barking and howling, and did not stop until well after I exited. I estimated around thirty dogs in those cages, but could not count them that day. I was told that a number of them had been there several years. When I asked board members why these dogs did not have enclosures like the others outside, I was told that they were “diggers” and needed “escape-proof cages.”

19. The conditions for the dogs in the backroom were appalling. Kennels were stacked wall- to-wall and on top of each other. (See attached Exs. B-7[a]-[j]). The room was very dark and stuffy, and illuminated with only a little light from a partially blocked-out door. Some of the kennels are far too small for the larger dogs. The dogs, clearly agitated, howled and barked when I entered the room. Although AF claims that these dogs kennels are cleaned, and the dogs are walked, every day, given that on some days, no more than two or three people are available, I find that claim to be suspect. Furthermore, dogs need to urinate more than one time a day, and there is no evidence that these dogs were taken out of their kennels to walk more than one day a day.

3

20.

Cats were all sheltered in one or two open-air enclosures or roamed the property. There was one open-air cage for rabbits, which I estimated numbered around fifty.

21. It appears that AF was violating established policies and recommendations made by various animal welfare organizations. For example, the United States Humane Society states that as a minimum standard male and female animals should be segregated. Not all of AF’s animals had been spayed or neutered, and it appeared that the sexes were integrated. Texas law states that sick animals must be segregated from others. Although some dogs had obvious manage, they were housed with dogs that appeared to have none. Some cats that had green discharge coming from their eyes and noses were housed with those that did not. I did not see separate facilities for sick animals, or learn of any routine testing for feline leukemia or other diseases on admission.

22. Ms. Alderman had asked me specifically to look at the damage to the warehouse apartment with her. Inasmuch as Ms. Wildenstein has changed her story several times about what had appened and when she discovered the damage, it has never become clear what actually happened or when. Mold damage ran up the walls of the apartment bedrooms, and covered the sinks, tubs, showers and bathroom walls. There was thick brown sludge in the tubs. The damage had not been reported to Ms. Alderman and had been allowed to sit un-addressed for a long time.

23. There was also a lot of mud, standing water and a small pond at the back of the warehouse. Ms. Wildenstein and Ms. Oberle related that two different plumbers had diagnosed a naturally occurring spring. It later became obvious that the leak was coming from the foundation at the back the warehouse, which kept the ground all along the warehouse and behind the warehouse’s kennel room constantly wet.

24. A brown and white house (the “Brown house”) located at the rear of the Property had an overpowering stench of urine and feces. Dried dog feces, rat droppings and garbage covered the floor and the walls, and one room was overflowing with what appeared to be someone’s personal belongings. Several glass windows were broken and the netting on the screen door was torn. Ms. Wildenstein acknowledged that her brother had been living there with 11 dogs, and that although she was manager of the Property, she had never bothered to inspect the condition of the Brown house until Ms. Alderman had objected to his presence.

25. There was a pickup truck sitting outside the Brown house with 2006 inspection stickers stuffed full with personal belongings and bags. Ms. Wildenstein also admitted in my presence that it was her brother’s vehicle was not drivable, and that it had been sitting there for more than a year. Both the cab of the truck and a small garage next to the pickup were stacked high with full black garbage bags and other personal belongings.

26. I was surprised and disappointed to see that there were no fenced-in areas or zip lines which would allow the dogs to run and exercise despite the fact that more than two-thirds of the Property was not being used.

4

27. A “cat house” had been built by volunteers as the shelter moved to the property – but I learned it had never been used because the floors were not appropriate. (They were wood and could have been tiled or covered with linoleum. There were even linoleum tiles on the property.) A small “puppy house” had been built by Boy Scouts – but never used because electricity had not been connected.

28. A number of large dogs were housed in chain link cages behind the front house. I was not able to see these dogs the first time I visited because the kennels were covered in sheets of blue plastic, which kept them from being seen from the public areas. If not for their barking, one would not be aware that there were dogs there. This area was strictly off limits to visitors, volunteers and employees except Ms. Wildenstein and a man named “Mike.”

29. The last building I looked at was a yellow house (the “Yellow house”). It too smelled of animal feces and urine, and several rooms were filled with so much furniture and items as to be almost impassable. The front door was off of its hinges and all of the glass in the door was broken. I later learned that contrary to Ms. Alderman’s instructions, the Yellow house had been used to shelter dogs and cats.

30. I was not able to accurately count dogs the first day, but there appeared to be many more than the 80 that the shelter was supposed to house. Ms. Oberle repeatedly insisted that there were 106 dogs there on the Property, and that AF was working hard to adopt them out. Ms. Alderman insisted, and Ms. Wildenstein and Ms. Oberle promised, that no more dogs would be taken in until adoptions reduced the number to well below 80, and AF could focus on fixing the Property damage, reorganizing the way AF was run, and finding volunteers. Ms. Oberle admitted to me that Ms. Wildenstein had alienated most of the former volunteers and that AF was constantly shorthanded.

31. Throughout the time that I was on the BOD, nothing seemed to get accomplished other than some clean up of the public areas. Although at first she was patient, I was aware that Ms. Alderman was becoming more and more upset about AF’s failure to do anything even as minimal as cleaning out the Brown house or replacing the broken glass. She finally resigned the board to more effectively exercise PUNKIN PAULA’s powers as landlord to fix the damage, and to be able to deal with the BOD at arm’s length.

32. My suggestions about ways to increase adoptions were met with constant objections and obstacles. AF often was closed, and allowed adoptions to take place by appointment only a few hours every weekend. Animals were shown based on what people saw on AF’s website, and requested to see. Ms. Wildenstein and Ms. Oberle did not permit potential adopters to walk around the Property or to select dogs that they might like. A few dogs might be brought out from the back of the warehouse, but generally there was no opportunity to meet and greet the dogs when potential adopters arrived.

33. When nothing happened to repair the Property, and nothing was being done to increase adoptions or find new funding, Ms. Alderman gave Animal Friends deadlines for improvements. Still nothing moved or changed. It was not until she actually had stated

5

she intended to give the shelter notice to vacate that there was an attempt to comply with her requests.

34. Ms. Alderman was especially frustrated at not being able to contact Ms. Wildenstein, who did not answer her cell or AF’s shelter phone, and whose voice mailboxes frequently were full.

35. Since adoptions were by appointment only, and only by Ms. Wildenstein, it was clear why adoptions were not being made. Even after AF went on television to plea for people

to call the shelter to adopt its animals, I was unable to get through when I needed to relay

a message to Cheryl for more than half a day because the mailbox was full. When

someone finally answered, a voice in the background said, “Hang up!” and the person

did.

36. Even people who came to the gate could not get anyone to respond. When I visited the Property in July, as I parked at the gate I was approached by person who represented herself as being with an organization working with teenagers who needed volunteer opportunities. She also worked for a donor who made very large charitable donations— including to animal shelters—in the San Antonio area. She told me that she had been to AF at least five times in the past two weeks to see if AF was interested in having the teenagers volunteer. She could see that people on the Property were aware of her presence, but they refused to come to the gate. Nor could she get anyone to return her phone calls, although she had left very specific messages. An opportunity not just for more help, but for donations, had been lost by being ignored.

37. Although on several occasions I had considered resigning from AF’s BOD, I decided to continue on in the hopes of effecting change. I was disturbed because none of the allegations about the shelter management were being addressed by the board and that they were being dismissed as coming from mean and crazy people who had no interest in the animals.

38. The day after AF’s annual fundraiser, at the request of another board member, I attended

a seminar for animal rescue not-for-profits put on by the San Antonio Area Foundation

designed to teach them how raise money and apply for grants. I was surprised at the hostility engendered when I announced that I was a new AF BOD; one person representing a charitable foundation told me that “[AF] does not play well with others,” refused to accept spay and neuter services through the Animal Defense League, and had refused to participate in the rescue of dogs from Hurricane Katrina.

39. I also met a woman from the Animal Defense League who confirmed what I had heard – that the Animal Defense League had offered to take half a dozen dogs to reduce AF’s dog population – but that Animal Friends did not want to release any more than four, then two, and then finally none were brought over or allowed to be picked up. Ms. Oberle later confirmed that she had been the person dealing with the Animal Defense League. Her objection was that the Animal Defense League was not strict enough with its adoption screening.

6

40. The PETCO Foundation was at the seminar, and I learned that their stores partnered with rescue organizations, held adoption events and would even place cats in their stores for adoption. Ms. Oberle’s objection to working with PETCO was that it was too complicated to work with them.

41. At the last BOD meeting I attended, after Ms. Alderman had resigned, the remainder of the BOD apparently had already decided that they no longer wanted to work with PUNKIN PAULA, LLC, as a landlord, and instead wanted to move on and find another property.

42. On a Saturday in mid-August, I went to the Property to talk to Ms. Wildenstein, Ms. Oberle and Mr. Rodriguez about what could be done to address the property issues and help adopt out the dogs. They were too busy walking dogs and cleaning out cages to talk to me, and I pitched in to help. It took an entire day to clean the kennel cages in just the back room of the warehouse alone, and to walk just the dogs in the back room of the warehouse. I did not see any of the dogs in the back or in the larger chain link cages in front being walked at all.

43. On that day, I was able to count 140 dogs in cages, not including Cheryl’s dogs which were allowed to roam free. This included 50 that were stacked in the small cages at the back of the warehouse. These were the dogs that had been represented as “escape artists” who could not be placed in regular pens. The public and many volunteers are strictly prohibited from entering this area. Two new male dogs were in the kennels and neither had been neutered.

44. Forty or so dogs were in the public area in the chain link open air kennels. But more than fifty were behind the blue plastic sheeting, and behind closed gates, unavailable to the public, employees and volunteers. These were almost all big, black dogs in much smaller open air chain link cages, with dirt floors, and poor ventilation because the blue plastic sheeting on the walls blocked the wind. Their white water buckets had green mold on the side.

45. When I reported the number of dogs to Ms. Alderman, she understandably was upset. She had been told since early May, as had I, that there were 106 dogs on the Property, and that AF was continuing to find them homes. After my count, board member Gary Rodriguez finally personally counted the dogs and reported that there were 142 dogs on the Property, of which 13 allegedly now belonged to Ms. Wildenstein.

46. There were fewer cats in the cage, but many were roaming free, so it was impossible to

count them.

The rabbits, except for one, were gone.

47. Nothing in the Brown house, not even the feces-covered floors, had been cleaned up, and it smelled as bad as it had when I had first seen it three months earlier. Furniture had been piled against the inside of the Yellow house’s front door so that it was impossible to enter. Nothing had been repaired or restored in the warehouse apartment, and many of

7

the thrift store items still remained. None of the broken glass had been repaired in any of the buildings. All that had been done was to clean up some of the trashed furniture and items from the public areas. There were four rolling tennis ball containers with colored balls for the dogs to chase placed around the public area even though the dogs were never allowed off their leashes.

48.

On August 23, 2011, Ms. Oberle moved to dismiss me from the board, arguing that I had

conflict of interest because I was a friend of Ms. Alderman. The irony is that for years, the BOD had consisted almost exclusively of Ms. Wildenstein close friend, Ms. Oberle, her mother and her boyfriend.

a

49.

I

had made it clear that communications between the board and Ms. Alderman were kept

confidential unless direct communication was requested, and that I would not offer legal advice to either side other than that they should get independent counsel. I made it clear to the BOD and to Ms. Alderman that as a BOD member, my loyalties were to AF’s mission—the rescue and adoption of abandoned animals.

50.

Because Animal Friends Humane Society was clearly in trouble in more ways than have been described here, and because nothing I had done other than to get an accurate count of the animals, had made any difference in the BOD’s progress, I was only too glad to make the vote unanimous and have myself removed from the BOD.

2011.

(seal)

Further affiant sayeth not.

ANITA J. ANDERSON

Signed and sworn before me the undersigned Notary Public this

day of

NOTARY PUBLIC in and for the State of Texas

8

,

No. 30-E-11-03305-01

PUNKIN PAULA, LLC,

)

)

Plaintiff

)

In Justice Court

)

Precinct 3

)

Bexar County, Texas

vs.