DIVISION OF ST. CROIX derivatively on behalf of PLESSEN ... Hamed Docket Entries... · 4/1/2015...

IN THE SUPERIOR COURT OF THE VIRGIN ISLANDSDIVISION OF ST. CROIX

YUSUF YUSUF, derivatively on behalf ofPLESSEN ENTERPRISES, INC.,

Plaintiff,v.

WALEED HAMED, WAHEED HAMED,MUFEED HAMED, HISHAM HAMEDand FIVE-H HOLDINGS, INC.,

Defendants,and

PLESSEN ENTERPRISES, INC.,

Nominal Defendant,

Case No. SX-13-CV-120

CIVIL ACTION FOR DAMAGESAND INJUCTIVE RELIEF

JURY TRIAL DEMANDED

DEFENDANT'S MOTION FOR PARTIAL SUMMARY JUDGMENT AS TOCOUNTS I, V AND VII OF PLAINTIFF'S COMPLAINT

The Defendants hereby move for partial summary judgment pursuant to Rule 56 as to

Counts I, V, and VII of the Complaint, which are the equitable counts in the Complaint, as there

is an adequate remedy at law. The basis for the motion is more fully set forth in the

memorandum being submitted in support of said motion, which is incorporated herein by

reference. For the reasons set forth therein, it is respectfully submitted that the relief sought be

granted.

This Space Intentionally Left Blank

Motion for Partial Summary Judgment of2

Dated: April 1,2015

Respectfully submitted,

ECKARD, P.C.

ark W. Eckard, EsquireP.O. Box 24849Christiansted, VI 00824Telephone: (340)514-2690Email: [email protected] Dial: 340.514.2690Office: 340.642.USVI (8784)Facsimile: 855.456.USVI (8784)

Counsel for Waleed Hamed, Waheed Hamed,Mufeed Hamed and Hisham Hamed

CERTIFICATE OF SERVICE

I hereby certify that on this ( ^ day of April 2015, I served a copy of the foregoingdocument via email, as agreed by the parties, on the following person:

Nizar A. DeWood, EsquireThe DeWood Law Firm2006 Eastern Suburb, Suite 101Christiansted, VI [email protected]

Andrew L. Capdeville, Esq.Law Offices of Andrew L. Capdeville, P.C.8000 Nisky Shopping Center, Suite 201St. Thomas, VI 00802-5844eapdeville(«3alcvilaw.com

Jeffrey B.C. Moorhead, EsquireC.R.T. Building1132 King Street,Christiansted, VI [email protected]

Joseph A. DiRuzzo, IIIFuerst Ittleman David & Joseph, PL1001 Brickell Bay Drive, 32nd. Fl.Miami, FL [email protected]

IN THE SUPERIOR COURT OF THE VIRGIN ISLANDS DIVISION OF ST. CROIX

YUSUF YUSUF, derivatively on behalf of PLESSEN ENTERPRISES, INC.,

Case No. SX-13-CV-120 Plaintiff,

v.

W ALEED H AMED, W AHEED HAMED, MUFEED HAMED, HISHAM HAMED and FIVE-H HOLDINGS, INC.,

CIVIL ACTION FOR DAMAGES AND INJUCTIVE RELIEF

JURY TRIAL DEMANDED Defendants,

and


Nominal Defendant.

DEFENDANTS' MEMORANDUM IN SUPPORT OF THEIR MOTION FOR PARTIAL SUMMARY JUDGMENT AS TO COUNTS I, V AND VII OF PLAINTIFF'S

COMPLAINT

This is a derivative action alleging seven counts, three of which seek equitable relief:

Counts I, V, and VII of the Complaint. While there are other pending dispositive motions that

would result in the dismissal of the entire Complaint, there is a recent opinion from the Supreme

Court of the Virgin Islands that moots the claims for equitable relief sought here. As noted

Cacciamani & Rover Corp. v. Banco Popular De Puerto Rico, No. S.CT.CIV. 2013-0063, 2014

WL 4262098, at *2 (V.I. Aug. 29, 2014)

Because unjust enrichment is an equitable remedy, it-like all equitable remedies-is inappropriate where a legal remedy is available. See Mitsubishi Int'l Com. v. Cardinal Textile Sales. 14 F.3d 1507, 1518 (11th Cir.1994) ("It is axiomatic that equitable relief is only available where there is no adequate remedy at law."); see generally 1 DAN DOBBS, REMEDIES 750-52, 807- 11 (2d ed. 1993). Due to the unavailability of equitable remedies when a legal remedy is available, " [t]he general rule is that no [equitable] quasi-contractual claim can arise when a contract exists between the pruties concerning the same subject

Memorandum in Support of Motion for P11rtinl Summary Judgment I' age 2

matter on which the quasi-contractual claim rests," since legal remedies are available to a plaintiff in a breach of contract action. (Emphasis added).

Thus, Defendants respectfully request partial summary judgment pursuant to Rule 56 as to the

equitable relief sought in the in the Complaint, as there is an adequate remedy at law if the

Plaintiff is successful on his other counts in the complaint.

In tllis regard, the Complaint in thls case alleges that on March 27, 2013, Wally Harned

improperly removed $460,000 from the bank account of Plessen Enterprises, Inc. ("Plessen"),

allegedly entitling him to equitable relief as requested in ~~ F, G and H of "Relief Requested"

section of the Complaint. SOF 1 and 2. 1 Subsequent to the filing of the Complaint, however,

Defendants have placed the entire amount allegedly removed, $460,000, into the treasury of thls

Court. SOF 3.

Thus, there is clearly as adequate remedy at law- the claim for conversion-which is

undisputedly collectable since the entire $460,000 is now on deposit with this Court. As

such, the equitable relief sought in Count I (Constructive Trust), Count V (Unjust Enrichment),

and Count VII (Accounting) must be dismissed now pursuant to Rule 56 based upon that recent

V.I. Supreme Court decision.

Three fmal comments are in order. First, the funds were removed for a valid concern,

which are set forth in SOF 4-7. While these facts are irrelevant to tllis motion, it is respectfully

submitted that the Court should be aware of why the funds were removed. Second, the Plessen

Board approved this withdrawal as a dividend nunc pro tunc in a meeting that Judge Brady found

was properly called and held. See Hamed v YusLif, 2014 WL 3697817 (Super. Ct., July 22,

1 All facts are suppmied by the exhibits attached to the Defendants Rule 56.1 Statement of facts ("SOF") filed with this motions as required by Superior Court Rule 7.

Memorandum in Support of Motion for Partial Summary .Judgment Pagc3

2014) .2 Third, Plessen has ample ft.mds and indeed disbursed a dividend of$300,000 after these

funds were removed. SOF 8.

Thus, as can be seen, this lawsuit is nothing more than a "tempest in a teapot," as the

funds are in the Court's account and the corporation does not need the funds (which would only

be disbursed back to these same shareholders, of which the Yusufs are 50% owners and the

Hameds are 50% owners.) SOF 7.

In conclusion, there is an adequate remedy at law for Plaintiff, requiring the requests for

equitable relief, as requested in Counts I, V and VII as well as in ~~ F, G and H of the "Relief

Requested" section of the Complaint, to be dismissed pursuant to the holding in Cacciamani.

Dated: April! , 2015


By~d Mark W. Eckard, Esquire P.O. Box 24849 Christiansted, VI 00824 Telephone: (340) 514-2690 Email: [email protected] Direct Dial: 340.514.2690 Office: 340.642.USVI (8784) Facsimile: 855.456.USVI (8784)

Counsel for Waleed Hamed, Waheed Hamed, Mufeed Hamed and Hisham Hamed

2 Judge Brady also denied a motion for reconsideration that is attached as Exhibit A.

Memorandum in Support of Motion for Partin I Smnmnry .Judgment Pnge4


,s+ I hereby certify that on this !--- day of April 2015, I served a copy of the foregoing

document via email, as agreed by the parties, on the following person :

Nizar A. De Wood, Esquire The De Wood Law Firm 2006 Eastem Suburb, Suite 1 01 Christiansted, VI 00820 [email protected]

Andrew L. Capdeville, Esq. Law Offices of Andrew L. Capdeville, P.C. 8000 Nisky Shopping Center, Suite 201 St. Thomas, VI 00802-5844

1lhlil~&

Jeffrey B.C. Moorhead, Esquire C.R.T. Building 1132 King Street, Christiansted, VI 00820 [email protected]

Joseph A. DiRuzzo, III Fuerst Ittleman David & Joseph, PL 1001 Brickell Bay Drive, 32"d. Fl. Miami, FL 33131 [email protected]

EXHIBIT A

IN THE SUPERIOR COURT OF THE VIRGIN ISLANDS

DIVISION OF ST. CROIX

MOHAMMED HAMED by his authorized agent ) W ALEED HAMED, )

Plaintiff/Counterclaim Defendant, ~

v. ) ) )

FATHI YUSUF and UNITED CORPORA TON, )

Defendants/Counterclaimants ~ v.

W ALEED HAMED, W AHEED HAMED, MUFEED HAMED, HISHAM HAMED, and

) ) ) )

PLESSEN ENTERPRISES, INC. )

Counterclaim Defendants. ~

CIVIL NO. SX-12-CV-370

ACTION FOR DAMAGES, etc.

MEMORANDUM OPINION AND ORDER

THIS MATTER is before the Court on Defendant/Counterclaimant Fathi Yusufs Motion

for Reconsideration ("Motion for Reconsideration"), filed August 6, 2014; Plaintiff's Opposition

to Defendant's Motion for Reconsideration of this Court's July 22nd Opinion and Order re the

Plessen April 30, 2014 Resolutions ("Opposition"), filed August 14, 2014; and Fathi Yus\!Ps

Reply Brief in Support of Motion for Reconsideration ("Reply to Opposition"), filed August 29,

2014. Yusufasks the Court to reconsider its July 22,2014 Memorandum Opinion and Order ("July

22 Order") denying Yusufs May 20, 2014 Motion to Nullify Plessen Enterprises, Inc.'s Board

Resolutions, to A void Acts Taken Pursuant to those Resolutions and to Appoint Receiver ("Motion

to Nullify"). For the reasons that follow, Defendant's Motion for Reconsideration will be denied.1

1 For reasons unknown, Defendant's Joint Reply Brief in Support of Motion to Nullify ("Initial Reply"), filed June 16,2014, was not entered into the Court's file and was not considered by the Court in issuing its July 22 Order. That brief is now a part of the Court's file and its substance has been considered together with his Motion for Reconsideration and Reply to Opposition in the Court's determination of whether to amend its July 22 Order.

EXHIBIT

A

Mohammad Hamed, by Waleed Hamed v. Fathi Yusuf and United Corporation; SX-12-CV -370 .MEMORANDUM OPINION AND ORDER Page 2 of12

The July 22 Order determined, most significantly, that the new lease ("Lease") between

Plessen Enterprises, Inc. ("Plessen") and KAC347, Inc. ("the New Hamed Company") is

intrinsically fair to PI essen and that the transaction serves a "valid corporate purpose., Opinion, at

9. Defendant's Motion for Reconsideration suggests that the Court's lack of consideration of his

Initial Reply justifies relief. ("In light of the fact that the Court did not read or consider the Reply,

Yusufrequests reconsideration of the Court' s July 22, 2014 Order denying his Motion . .. ")(Motion

for Reconsideration, at 2.)

Defendant's Motion for Reconsideration was timely filed within fourteen (14) days from

the entry of the contested order, pursuant to LRCi 7.3, applicable per Super. Ct. R. 7. A motion to

reconsider shall be based on: (1) intervening change. in controlling law; (2) availability of new

evidence, or; (3) the need to correct clear error or prevent manifest injustice. The purpose of a

motion to reconsider is to allow the court to correct its own errors, sparing parties and appellate

courts the burden of unnecessary proceedings. Charles v. Daley, 799 F.2d 343,348 (7th Cir.l986);

See also United States v. Dieter, 429 U.S. 6, 8 (1976).

DISCUSSION

It is unnecessary to repeat in detail the factual background as the parties are intimately

familiar with the history of their dispute, and as the history relevant to the issues in dispute in the

Motion for Reconsideration was fully described in the July 22 Order.2 The Court will review and

2 Briefly, at approximately 4:00 p.m.on April28, 2014, Plaintiff Hamed, as president ofPJessen, served director Yusuf with a Notice of Special Meeting of Board of Directors ofPlessen to be convened at 10:00 a.m. on April30, 2014. Motion to Nullify, at 4 (Exhibit A). On April29, 2014, Yusufresponded to the Notice in writing by pointing out the deficiencies of the Notice and demanding that the meeting not take place. Id (Exhibit B). Yusufmoved to enjoin the meeting by emergency motion filed at 8: 19a.m. on April 30, 2014, which reached the Court after the meeting had concluded, rendering the motion moot. At the special meeting, Hamed and his son Waleed Hamed, a majority of Plessen's three-member board of directors, over director Yusufs objection, adopted Resolutions (!d. Exhibit G)

Mohammad Hamed, by Wa/eed Hamedv. Fathi Yusuf and United Corporation; SX-12-CV-370 MEMORANDUM OPINION AND ORDER Page 3 of 12

examine the analysis, reasoning and substance of its July 22 Order in light of Defendant's

arguments, proffered case law and factual allegations contained in his present filings, including

his previously filed Reply.

1. The Lease

The Court concluded that the newly executed Lease between PI essen and the New Hamed

Company passed the "intrinsic fairness" test. The parties agree that the burden rests with Hamed,

as the proponent of that transaction in which majority directors are involved, to demonstrate that

the Lease is intrinsically fair to Plessen and its shareholders. Initial Reply, at 2-5; Opposition, at

7. Yusuf argues that the Lease is not intrinsically fair, a point he addressed fully in his Motion to

Nullify.

As reviewed in the July 22 Order, controlling shareholders are not prohibited from

engaging in self-dealing if the transaction is intrinsically fair to the corporation See Sinclair Oil

Corp. v. Levien, 280 A.2d 717, 719-20 (Del.l971). However, "those asserting the validity of

the corporation's actions have the burden of establishing its entire fairness to the minority

stockholders, sufficient to 'pass the test of careful scrutiny by the courts.' "Matter of Reading Co.,

711 F.2d 509, 517 (3d Cir. 1983) (citing Singer v. Magnavox Co., 380 A.2d 969, 976-77

(Del.1977)).

It is well settled that " ... motions for reconsideration should not be used as a vehicle

for rehashing and expanding upon arguments previously presented or merely as an opportunity for

wherein the board: 1) ratified and approved as a dividend the May 2013 distribution of$460,000 to Waleed Hamed; 2) authorized Hamed as Plessen's president to enter into the Lease with the New Hamed Company for the premises now occupied by Plaza Extra-West; 3) authorized the retention of Attorney Jeffrey Moorhead to represent Plessen in defense of the Counterclaim in this action and in defense of the separate derivative action (Yusufv. Hamed, et al.); 4) authorized the president to issue additional dividends to shareholders, up to $200,000, from the company bank account; and 5) removed Fathi Yusufas Registered Agent, to be replaced by Jeffrey Moorhead.

Mohammad Hamed, by Waleed Hamed v. Fathi Yusuf and United Corporation; SX-12-CV-370 MEMORANDUM OPINION AND ORDER Page4 of12

getting in one last shot at an issue that has been decided." Nichols v. Wyndham Intern, Inc. , 2002

WL 32359953, at *I (D.V.I. November 18, 2002). As such, this review will only examine new

information and arguments presented subsequent to the Motion to Nullify that have not been

previously considered regarding the intrinsic fairness of the Lease.

Defendant's Initial Reply restates several points it made in its original Motion to Nullify-

arguments the Court reviewed and considered before issuing the July 22 Order.3 In discussing the

potential unfairness of the Lease' s lack of personal guarantees, Defendant argues that "[t]he

absence of appropriate guarantees from each of the principals of the New Hamed Company ... not

only impairs Plessen's ability to enforce its long-term rent obligations .. . but also impairs its ability

to enforce the indemnity provision in the lease." Initial Reply, at 7. Defendant argues that intrinsic

fairness requires that the principals of the New Hamed Company (Waleed, Waheed and Mufeed

Hamed) personally guarantee the Lease, rather than only Mohammed Hamed, who has no actual

stake in the New Hamed Company, is aged with health problems, and who has substantial assets

and a residence in Jordan where he relocated after retiring from active participation in Plaza Extra

in the 1990's.

Although the Lease only contains the personal guarantee of Hamed, as opposed to his three

sons as principals of the New Hamed Company, in the absence of an intervening change in

controlling law or the presentation of new evidence, Defendant fails to persuade the Court that it

committed clear error in finding that the Lease is intrinsically fair to Plessen. Hamed's personal

guarantee makes him (and his heir, administrators and successors) liable in the event of a default

3 "Lease cannot become effective until some unspecified date .. . " Motion to Nullify, at 12; Initial Reply, at 6. "The rent structure in the Hamed Lease is also problematic." Motion to Nullify, at 14; Initial Reply, at 7. The Court will not reconsider its Order based upon these arguments previously made and considered.

Mohammad Hamed, by Waleed Hamedv. Fathi Yusufand United Corporation; SX-12-CV-370 MEMORANDUM OPINION AND ORDER Page 5 of 12

under the Lease by the New Hamed Company. Hamed has a 50% interest in the substantial real

property and cash assets of Plessen itself, including the property that is the subject of the Lease.

Together with Hamed's 50% interest in the Plaza Extra partnership and its varied and substantial

assets, his personal guarantee is sufficient to protect Plessen from any potential loss in the event

that the New Hamed Company defaults on its obligations. As such, the Court did not commit clear

error in finding that the Lease backed by the personal guarantee of Hamed is intrinsically fair to

Plessen.

Defendant also argues that the Court erred in citing case law for the proposition that "the

transaction's effect on the corporation's status quo following the implementation of the

transaction" (July 22 Order, at 9) is a consideration when assessing the fairness of a transaction.

Reply to Opposition, at 9. The application of the "intrinsic fairness" test in In re Athos Steel and

Aluminum, Inc. 71 B.R. 525 (Bankr. E.D. Pa. 1987) resulted in the approval of a more egregious

example of an internal corporate takeover by majority shareholders than is present here. The Athos

Court held, in full:

The transaction clearly had a valid corporate purpose. Because Ash and L. Wechsler were the controlling shareholders of both corporations, Athos Realty had always functionally been controlled by Athos Steel. When they determined that they wished to sell their interest in Athos Realty, it made perfect business sense for Athos Steel to seek to purchase the stock. The transaction allowed Athos Steel to acquire a valuable asset and control of a company which leased property to the corporation which is critical to its operation. It also accomplished, in effect, the maintenance of the status quo. In the absence of a showing that there was overreaching in setting the terms of the sale or that the transaction harmed Athos Steel, the transaction was perfectly fair and proper as to the Athos Steel minority shareholders. Id at 542.

The Bankruptcy Court clearly implied that maintenance of the status quo is a factor to

consider when analyzing whether a particular transaction is intrinsically fair to the corporate entity

and minority shareholders. Defendant' s suggestion that the Court "effectively created a new test,

namely 'whether the transaction was objectively in the corporation' s best interest,"' is without

Mohammad Hamed, by Waleed Hamed v. Fathi Yusuf and United Corporation; SX-12-CV -370 MEMORANDUM OPINION AND ORDER Page 6 of 12

merit. Defendant has not provided case law or other support rebutting the Court's reasoning or

setting forth examples of how other courts have addressed similar grievances.

Yusuf argues that the Lease is not intrinsically fair, speculating that it locks up the property

"in a way that will make it less valuable to outside investors who wish to purchase the property."

Motion for Reconsideration, at 6. No outside potential investors are identified and no explanation

is provided as to why the existence of a 30 year leasehold income stream on the property represents

a disincentive to an outside investor. Yusuf states that his United Corporation is willing to purchase

the property, but only absent the encumbrance of the Lease, at a price to be determined by an

appraisal process. Id His implicit speculation that such a purchase price may provide greater value

to Plessen than the Lease does not render the Lease transaction intrinsically unfair.

Defendant further argues in a cursory manner that the Lease is unfair because it fails to

require windstorm property insurance coverage. Id at 7. Hazard insurance is required under the

Lease for all other risks in coverage limits of $7,000.000. The Lease requires that the Tenant is

obligated to restore the premises promptly in the event of casualty damage, including windstorm.

Lease, W 17.2; 17.4. By these provisions and as a whole, the Lease is not unfair to Plessen and its

shareholders.

Yusuf argues that it is unfair ''that a core asset of Plessen should be tied up for as many as

30 years by a sweetheart lease made with one ownership faction that is adamantly opposed by the

other faction." Reply to Opposition, at 8-9. Yet, ''tying up" a core asset of the corporation by means

of a long-term lease with appropriate terms assuring market rents benefits all shareholders. The

"sweetheart" aspect of the transaction does not relate to its terms and the benefits to Plessen and

its shareholders, but rather the real crux of the adamant opposition to the transaction of the Yusuf

Mohammad Hamed, by WaleedHamedv. Fathi Yusufand United Corporation; SX-12-CV-370 MEMORANDUM OPINION AND ORDER Page 7 of 12

shareholder faction relates to the fact that the Lease gives the tenancy to the New Hamed Company.

The fact, by itself, that the transaction was designed primarily to allow the majority director

shareholders to obtain the leasehold interest in Plessen's property does not make it improper as to

the interests of the minority director shareholders. 4

Here, where the terms of the Lease are shown to be intrinsically fair to Plessen and its

shareholders, the Court will not reconsider and amend its July 22 Order. Nonetheless, this denial

of Defendant's Motion for Reconsideration on the basis of its legal sufficiency and intrinsic

fairness will be issued without prejudice to the Court's right to issue an order at some future date

to nullify or otherwise alter the scope or terms of the Lease in the event that such relief appears

necessary and appropriate in the process of the winding up ofthe Hamed-Yusufpartnership, or as

otherwise may be recommended by the Master or by any receiver who may in the future be

appointed to oversee the operations of PI essen.

2. The Distribution

Defendant argues that the Court did not address the case Moran v. Edson, 492 F.2d 400

(3d Cir. 1974), which holds that" ... misappropriation of corporate money by a director for his own

benefit can only be validated by 'unanimous ratification by the shareholders"' Initial Reply, at 8

(citing Moran, 492 F .2d at 406). Defendant objects to the Resolution adopted by the Plessen

directors ratifying and approving as a dividend the May 2013 distribution of$460,000 to Waleed

Hamed. Defendant disagrees with the Court's conclusion that "[t]his distribution is part of the

4 See Athos Steel, 71 B.R. at 542: "The real crux of Athos Steel minority shareholders' objection is their assertion that the transaction was designed primarily to give D. Wechsler control of Athos Realty. However, I conclude that the intent to control Athos Realty, by itself, was not improper as to the Athos Steel minority shareholders."

Mohammad Hamed, by Waleed Hamed v. Fat hi Yusuf and United Corporation; SX -12-CV -3 70 NIEMORANDUM OPINION AND ORDER Page 8 of12

subject matter of a shareholders derivative action currently pending before Judge Harold Willocks

(Yusufv. Hamed, eta!., SX-13-CV-120). As such, the Court declines at this time to make any

findings of fact or legal detenninations regarding the propriety of this distribution ... " Motion for

Reconsideration, at 7-8.

Defendant provides no statutory support or binding case law for the argument that this

Court should act on this issue, unless " .. .it would invade Judge Willock's exclusive province ... "

Motion for Reconsideration, at 8.5 Defendant's citation to Moran is of no assistance to the

immediate question relating to the propriety of this Court addressing the merits of a separate action

now pending before another trial court.

Judge Willocks is currently presiding over a pending derivative action filed on behalf of ·

PI essen and its shareholders, the substance of which concerns the transfer in question. Before this

Court is the Hamed-Yusufpartnership dispute and impending wind-up, wherein Plessen has been

recently impleaded as a third party Counterclaim Defendant. In its July 22 Order, the Court

declined to make findings of fact or legal determinations relative to the issue of the alleged

misappropriation pending before another Court. Nothing Defendant has presented in his Initial

Reply, Motion for Reconsideration or Reply to Opposition provides a basis for the Court to

reconsider its decision.6 Under LRCi 7.3, in the absence of an intervening change in controlling

s Defendant argues that "a director's misappropriation of corporate monies is plainly grounds for dissolution of a solvent company." Reply to Opposition, at 6 (citing Zutrau v. Jansing, 2013 Del. Ch. LEXIS 71, p. 17 (Del. Ch. 2013)). There is presently nothing before the Court seeking the dissolution ofPlessen, and neither the cited case nor any other source referenced by Defendant addresses the question whether this Court is bound or permitted to take action on this issue that is the subject of the pending litigation before another trial court, an action brought by Yusuf's son. 6 The derivative litigation appears most properly situated to address the issue of the purported misappropriation, especially in light of the fact that 50% of the amount in issue has been deposited with the Clerk of the Court in connection with that action, stipulating to the right of the Yusuf 500/o shareholders to disburse those funds to themselves, with interest, apparently curing any monetary loss that might have otherwise resulted from the withdrawal.

Mohammad Hamed, by Waleed Hamed v. Fathi Yusuf and United Corporation; SX-12-CV -370 MEMORANDUM OPINION AND ORDER Page 9 of 12

law, new evidence, demonstration of clear error or the need to prevent manifest injustice, the Court

declines to amend its prior ruling on this matter. However, in the event that the winding up of the

partnership requires addressing the subject of the Plessen withdrawal and the distribution of those

funds, the Court reserves the right to issue an appropriate order at such time.

3. The Retainer

Defendant restates his argument that the appointment of Attorney Moorhead to act on

behalf of Plessen should be nullified in that he " .. . attempted to negotiate a retainer check to be

counsel for Plessen ... before the Board had even authorized his retention." Initial Reply, at 9;

Motion to Nullify, at 16. This argument has been raised and determined, and Defendant provides

no new facts or law not already reviewed and considered in connection with the July 22 Order.

Defendant reargues that Hamed violated the "quite explicit" Plessen Bylaw §7.3, which

states that "it shall be the duty of the Officers and Directors to consult from time to time with the

general counsel (if one has been appointed) as legal matters arise." Initial Reply, at 9. Because this

argument was raised in Defendant's Motion to Nullify and was decided by the Court, in the

absence of any basis for reconsideration under Local Rule 7 .3, the Court declines to reconsider its

previous ruling.

Defendant argues that Attorney Moorhead is really only working for Hameds and not for

the best interests of Plessen, citing Plessen's joinder with the opposition of Hamed to Yusufs

Motion to Nullify. Initial Reply, at 10. Attorney Moorhead was retained to defend Plessen against

Defendants' Counterclaim in this action and to represent the corporation in the shareholder

derivative action. As an officer of the Court, Attorney Moorhead is duty-bound to act in his

Mohammad Hamed, by Waleed Hamedv. Fathi Yusufand United Corporation; SX-12-CV-370 MEMORANDUM OPINION AND ORDER Page 10 of 12

corporate client' s best interests (see VISCR 211.1.13 relating to representing an organization as a

client). Defendant presents no basis in his filings justifying reconsideration of the July 22 Order in

this respect, and the Court will not nullify the action of the Plessen board retaining Attorney

Moorhead for the specific and limited purposes noted.

4. The Resident Agent

By his Initial Reply (at 8), Defendant argues that " ... Plaintiff fails entirely to respond to

Yusufs argument that the statutory requirements for changing a registered agent were not

satisfied." Defendant objects to the board's decision to remove Yusufas Plessen's resident agent,

arguing that the procedures set out in 13 V.I.C. §§ 52-55 have not been followed, in that the

corporate secretary did not first sign off on the removal, and the board did not obtain, file and

certify the resignation of the current resident agent. Motion for Reconsideration, at 18. Plaintiff

responds by arguing that Yusuf sued Plessen, "served himself without telling anyone else ... " and

then argued to the Court that Plessen was in default. Opposition, at 4-5.

Defendant has refuted this, simply stating "Yusufhas never asked for entry of default as to

Plessen." Initial Reply, at 9. However, simply initiating the litigation (through nominal plaintiff

Yusuf Yusuf) against the corporation for which Defendant serves as registered agent may

constitute a breach of fiduciary duty. See In re Fedders North America, Inc. 405 B.R. 527., 540

(Bankr. D. Del. 2009).

Without presentation of a basis for reconsideration under the provisions of LRCi 7.3, the

Court will not reverse its prior determination and rescind the board's Resolution to remove Yusuf

as Plessen's resident agent.

Mohammad Hamed, by Waleed Hamed v. Fathi Yusuf and United Corporation; SX-12-CV -370 MEMORANDUM OPINION AND ORDER Page 11 ofl2

5. The Receiver

Defendant's filings focus substantially on the argument that the Court should appoint a

receiver to oversee the liquidation of Plessen. See generally Motion for Reconsideration, at 4-5;

Initial Reply, at 12-15; Reply to Opposition, at 2-4; 12. Defendant emphasizes the importance of

the Moran decision, 7 which ultimately held " . . . that the court upon remand will have full

opportunity to consider whether, in the light of the situation as it may then exist, it will be in the

interest of justice to appoint a receiver." Moran, 400 F.2d at 407.

stated:

The July 22 Order did not foreclose the possibility of appointing a receiver. Rather, it

Recognizing the persistent deadlock between the parties, it is nonetheless premature to appoint a receiver for Plessen at this time. The winding-up of the Hamed-Yusuf partnership must take priority over Plessen's (relatively modest) internal disputes. When the Hamed-Yusuf partnership winding-up process is established and in effect, the need for and the propriety of a Plessen receivership may be revisited as may then be appropriate. July 22 Order, at 15.

However, appointment of "a receiver is .. . an extraordinary remedy, and ought never be

made except in cases of necessity, and upon a clear and satisfactory showing that the emergency

exists." Zinke-Smith, Inc. v. Marlowe 8 V.I. 240, 242 (D.V.I. 1971). While Defendant presents

nothing to convince the Court to reconsider its July 22 Order in this regard, it is reiterated that the

appointment of a receiver may be deemed appropriate and necessary at some future time, and such

a prospective future appointment remains within the Court's discretion, pursuant to 13 V.I. C. § 195.

7 Defendant argues that the Court " ... overlooks both controlling authorities in this jurisdiction and persuasive authorities from other jurisdictions as to dealing with shareholder deadlock." Reply to Opposition, at 2 . As noted, by the July 22 Order the Court explicitly reserved (and continues to reserve) the right to appoint a receiver at a later date if the circumstances warrant and the need arises in the partnership wind-up process.

Mohammad Hamed, by WaleedHamedv. Fathi YusufandUnitedCorporation; SX-12-CV-370 MEMORANDUM OPINION AND ORDER Page 12 ofl2

At this stage, the Court will not at this time revise its previous determination based upon

Defendant's present filings.

CONCLUSION

Defendant does not present as the basis for his Motion for Reconsideration of the July 22

Order any intervening changes to controlling law, or the availability of new evidence, and has not

demonstrated the need to correct clear error or to prevent manifest injustice. As such, Defendant's

Motion for Reconsideration will be denied.

On the basis of the foregoing, it is

ORDERED that Defendant's Motion for Reconsideration is DENIED.

Dated: ~ t7 VJ It

ATIEST:

ESTREL Acti g

Judge of the Superior Court



Plaintiff, v.

W ALEED HAMED, W AHEED HAMED, MUFEED HAMED, HISHAM HAMED and FIVE-H HOLDINGS, INC.,

Defendants, and


Nominal Defendant.



JURY TRIAL DEMANDED

DEFENDANT'S RULE 56.1 STATEMENT OF UNDISPUTED FACTS RE THEIR MOTION FOR PARTIAL SUMMARY JUDGMENT AS COUNTS I, IV, V AND VIT OF

PLAINTIFF'S COMPLAINT

The Defendants hereby submit the following undisputed facts pursuant to District Court

Rule 56. 1, applicable to this Cowt pursuant to Superior Court Rule 7:

1. The Complaint in tllis case alleges that on March 27, 2013, Wally Hamed

improperly removed $460,000 from the bank account of Plessen Enterprises, Inc. ("Plessen").

See Exhibit 1.

2. The seven-count complaint seeks equitable relief in Counts I (the imposition of a

constructive trust (Count I). Count V (Unjust enrichment) and Count VII (accounting) as well as

in ~~ F, G and H of the "Relief Requested" section of the Complaint. See Exhibit 1.

3. Subsequent to the filing of the Complaint, Defendants have placed $460,000 into

the treasury of tllis Court. See Exhibits 2 and 3.

Defendant's SOF ReMotion for Partial Summmy Judgment Page2

4. In January of 2013, this Court (Brady, J.) held a two-day hearing with extensive

documentary evidence and determined that Yusuf had wrongfully taken funds from the 50150

Hamed-Yusuf "Plaza Extra" partnership, entering a preliminary injunction on April 25, 2013, to

stop any further such unilateral removal of ftmds. See Hamed v. Yusuf, 2013 WL 1846506 (Super

Ct. April 25,2014), affirmed on appeal, 2013 WL 5429498 (V.I. 2014). As part of that opinion,

the Superior Court entered several findings that help explain why Wally Hamed removed the

funds from Plessen, noting at~~ 35-36 of that opinion:

35. On or about August 15, 2012, Yusufwrote a check signed by himself and his son Mahar Yusuf and made payment to United in the amount of $2,784,706.25 from a segregated Plaza Extra Supermarket operating account, despite written objection of Waleed Hamed on behalf of Plaintiff and the Hamed family, who claimed that, among other objections, the unilateral withdrawal violated the terms of the District Court's restraining order in the Criminal Action. Tr. 246:1- 250:14, 1125/2013; Pl. Group Ex. 13.

36. On the first hearing day, Mahar Yusuf, President of United Corporation testified under oath that he used the $2,784,706.25 withdrawn from the Plaza Extra operating account to buy three properties on St. Croix in the name of United. On the second hearing day, Mahar Yusuf contradicted his prior testimony and admitted that those withdrawn ftmds had actually been used to invest in businesses not owned by United, including a mattress business, but that none of the funds were used to purchase properties overseas. Tr. 250:2- 251:15, Jan. 25, 2013,· Tr. 118:12-120:2, Jan. 31, 2013.

5. At footnote 9 of that opinion, the Court also observed that the funds wrongfully

taken by Yusuf had been secreted, the President of United (Mahar Yusuf) lied about where they

were-- and that more funds could disappear because of Yusufs "accounting" practices. Id

Defendant's SOF Re Motion for Partial Summary Judgment Page3

6. As noted in that same opinion, between the January hearing and the April 25th

Order, the Yusufs unilaterally removed another $365,000 in funds for their own use. !d. at *

(Finding at~ 3 8).

7. On March 27, 2013, Wally Hamed removed the $460,000 in the Plessen account

(an entity owned 50/50 by Hameds and Yusuf) on an account that the Yusufs also had signatory

authority in order to keep Yusuf from removing these funds as well, with the Yusuf half

($230,000) then being placed into the treasury of this Court. See Exhibits 1, 2 and 4.

8. Plessen has always had ample funds on hand to pay its bills and did not need the

$460,000 that was removed. Indeed, Plessen disbursed a dividend of$300,000 after the $460,000

was removed and its Board has since approved the removal of the $460,000 as a dividend. See

Exhibits 4 and 5.

Dated: April 1, 2015


ark W. Eckard, Esquire P.O. Box 24849 Christiansted, VI 00824 Telephone: (340) 514-2690 Email: [email protected] Direct Dial : 340.514.2690 Office: 340.642.USVI (8784) Facsimile: 855.456.USVI (8784)

Counsel for Waleed Hamed, Waheed Hamed, Mufeed Hamed and Hisharn Hamed

Defendant's SOF Re Motion for Partial Summary Judgment

Page 4


!S-t I hereby certify that on tllis _u_ day of April 2015, I served a copy of the foregoing

document via email, as agreed by the parties, on the following person:

Nizar A. DeWood, Esquire The De Wood Law Firm 2006 Eastern Suburb, Suite 101 Christiansted, VI 00820 [email protected]

Andrew L. Capdeville, Esq. Law Offices of Andrew L. Capdeville, P.C. 8000 Nisky Shopping Center, Suite 201 St. Thomas, VI 00802-5 844 capdeville@alcvilaw .com

11/auULLcu-t~


Joseph A. DiRuzzo, III Fuerst Ittleman David & Joseph, PL 1001 Brickell Bay Drive, 32nd. Fl. Miami, FL 3313 1 [email protected]

EXHIBIT 1


,,

YUSUF YUSUF, derivatively on behalf of PLESSEN I::NTERPlUSES, Jl'\C.,

Plaintiff,

vs.

\XIJ\LEE D HAMED, WJ\HE ED HAMED, MUfEED J IA:tvfED , HISHAtvl HAl\fED, and FIV E-H HOLDINGS, INC.,

DefcnJanlS,

-and-

PLESSEN ENTERPRISES, LNC.,

Nominal Dcfend:mt.

Ci\SE # SX- 13-CV- / 2 O

CIVIL ACTION FOR D Al\L-\GES AND lNJUNCTlVE RELIEF

JURY TRL\L D E}..L\ NDED

VERIFIED SHAREHOLDER DERIVATIVE COMPLAlNT

Pbincif( YUSl_TF Y USU F ("YUSUF"), by and through his unde.rsigncd counsel, derivatively

on behal f of PLESSEN ENTERP RISES, TNC. ("PLESSEN"), and as a shareholder of PLESSEN,

hereby files this Vcr.ified Complaint against Defendanrs Wi\ J.ERD HAMED, \\11\HEED H .. AtvfED,

!'vf l.IFEED 1-LAMED, HISI L \ i\'[ HAi\1ED (co!Jectively, the " lNDJVIDUAL DEfENDANTS"), and

FIV I :.-H I IOLDT lGS, fl'C. (" FTVE-fl''), and against a minal Defendant PLESSEN, and alleges:

I. BACKGROUND

1. Pl:\ im i ff YL'S l l F b rings rh.ts shareho lder dcrivatiYc action on behalf of PLESS£ ·

against n. m~mbe.r and offtcer o f PLESSEN's Board o f Directors (the "Bo:trd") and others, including

cc.rtain shareholders of PLESSEN, to remedy, among other things, th e fraudulent misappropriation

' ' I

o f PI.I ~S. 1·:1\:'s a~sets, including the recent unauthorized rransfer by W.\LI.i.ED Hl\J\1ED of

appruxirnarcly $460,000 ft:om PLESSEN's bank :lccotll1ts, representi ng approximately 99 percent

£X\\1Bil

{

Yusuf v. llnmnl, el ul. Vcrifi~d Cnmplaint Page 2 of 13

(99°/u) o f the monies in those accounts, for the benefit of the IN DIVIDUAL DEPE lDA TS as well

as FlVE-H ; b reach of fiduciaty duties: corporate waste; conversion; unjust eru:ich.ment; civil

conspiracy; and othct relief, includjng the imposition o f ll constntctive r.rust and an nccounti.ng, and

other preliminary and permanent injunctive relief.

II. JURISDICTION, VENUE, & DEl\1AND FOR JURY TRIAL

2. This Coutr has jurisdiction over this action pursuant t o 4 VIC§ 76(a).

3. Venue is proper in this district pursuant to 4 VIC § 78(a) .

4. L\ trial b y jury is demanded pursuant to 4 VIC § 80.

Ill. THE PARTIES

5. P laintiff YUSUF is a natural person , mij111is, an d a resident of the U.S. VLrbr:1n lsbnds.

6. Defendant WJ\LE ED Hr\MED is a natural person, .mi.fmis, and a resident of the U.S.

Vi.rgin lsbmls.

7. Defcodam \XIJ\HEED HAMED is a natural person, J11ij11ri.r, and a resilient uf the U.S.

V irgin Islands.

8. Defendant MCPEED HAlviED is a natural person, mzjirris, and a resident of the U.S.

Virgin Islands .

9. Defendant HISH.A}.l 1-lJ\l',[ED is a natural person, SIII.Jim·.r, and a r:csidc·nt o f the U.S.

Virgin Islands.

10. Defendant Fl VE-T-T is a duly organized Virgin Islands Co.q)oration and is author i7.ecl

It> conduct business in t:hc V irgin !"lands .

11 . Nominal Defendant PLESS£ is a duly org.mized Virgin Islnnds Corporation and is

authocizL:d to conduct business ill the Virgm Isbnds.

IV. FACTS COMMON TO ALL COUNTS

PLESSEN

Vusuf v. Hamed, et CJI. Vcntlcd Complaint Page J of 13

12. T'LESSEN was formed in December 1988. J\ copy of PI .ESSEN's i \ rticlcs of

Tnco rpo nt tion is attached as Exhibit "A" hereto. PLESSEN ado pted By-Laws o n or abo ut Apt:1130,

1997, a copy of which is attached as Exhibit ''13" hereto.

13. PLESSEN's original Boa.rd was comprised of the following individuals: Ivlohammcd

H :uncd, D efendant W.'\LEED fiAi\--fED and Fathi Yusuf. See Exhibit "A" at p. 3.

14. ;\ftcr PLESSEN's formation, an additional scat on the Board was cren ted.

15. The current membets o f PLESSEN 's Board arc: }'vfohnmmcJ H amed; D efendant

\\!AL EED J{;\MED; Fathi Yusuf; and 1\Iahct Yusnf. Attached as E~:xhibit "C" hereto is a report fro m

the Vi1:gin Islands Depa1tmcnt of T .iccnsing and Consumer Affairs tha tlists f\hher Y Llsuf as a Director

of P I-ESSFN.

16. PLE~SEN's cu.rrent Officers are: Mohanuned Harned (President), Defend::m t

\V!\LEED H AMED (Vice President) ::mel Fathi Yusuf ( Ireasurer and Secretary). See Exhibit " r\' ' at

P· 3.

17. PLESSEN is owned in various shares by the following individuals: P laintiff YUSllF,

Fathi 'Yusuf, I\·foh ammcd Hamed, Fawzin Ynsuf, lvfahcr Yusuf, N ejch Yusuf, and Defendants

WALEED IIAMED, I\1UJ-l~ED I-I A.l\1 L~D, WAHEED HAMED, and HISHAtv[ f-L \ IvfED.

18. Plaintiff "\lJSUF is a shareholder of PLESSEN, was a shareholder of PLESSEN at

the time of the wrongdoing aUcgcd herein, has been a shareholder of PLESSEN continuously since

that time, and will continue to be a shareholder of PLESS EN through om the pendency of this action.

19. YUSUF. under Rule 23.1 of the Federal Rules of Ci,·i! Procedure, \Vhich appli<.:s in this

ac tion under Rule 7 of th<.: Superior Court", has standing to bring thi s ::~crion and ·will ade<:tt~tte.ly and

fairly represent the i.ntcrest.s ofPLF,SSEN and its shareholders in enforcing and prosecu ting its 1·ights.

FIVE-H

Y usuf \", l-lumcd. er ol. Veri1icd Complaint l'a[!e 4 of 13

:?.0. Up on infonnatton :1nd belief, De fendant WALEED llA l\-fED ts the President o f

FlV E-H and one of its principal beneficial owners.

21. Upon information :1nd belief, Defendant \Xi 1\HEED HAf\.'fED is an Officer of FIVE-

H and one of its princip:1l. beneficial owners.

22. Upon info rmation and belief, Defendan t I\:IUFEED HAt1ilE D is :111 Officer of FlVE-

H and o ne of its principal beneficial owners.

23. Upon information and belief, Defendant HIS HAM 1:-Lc\!vfED is an Offtcer o f FIVE-

H and o ne of its principal bene ficial owners.

2·1. Cpon infortnation and bclid·, f iVE H , by :tnd t.h rough the IN D TV TD UA T.

DE FENDi\NTS, seeks to conduct business in the U.S. Virgin fshlnds.

WALE ED HA.IVlED )s Misappropriation of $460.000

25. On or about March 27'\ 2013, PlaintiffYUSUF paid with his personal Banco Popular

Visa credit card the 2011 property mxes ofPLESSEN.

26. YUSUF was .reimbursed fo.r such payment by way o f :1. check drawn on Pl.ESSEN's

bank account with Scotiabank.

27. However, YUSUF was subsetjuently in formed that an emplo~'ee of Scolj abank called

Farhi Yusu( to inform Fathi Yusuf that rhc check made to pay Plaintiff YUSl.lF's Banco Vopular Vis:l

credit card account wouJd not be honored, i.e., the check would bounce, because of in sufficient funds

in PLESSF.N's Scotiabank ;tccount.

28. f t was then revealed that on \-farch 27, 2013, Defend::tnts WALEFD HAl\-IED &

MUFEED f-Ti\ MED, withour autho rization, issued check number 0376 on a PLESSEN in the amo unt

o f $460,000.00 from PLESSEN's Scotinbank account, made payable m Defendant WALLED

1-L\tvil::D . i\ copy of check number 0.'176 is aH:a cbed as E xhih i r "D" hc.:rcw.

Yu5uf \'. ll~mtd, el a/. Vcrifkd Complaint Page 5 of 13

29. Defendant \V'ALE ED I-LA1viED then endorst~d check number 0376 "for deposit

only" and, u pon information and be.lief, then deposited PLESSEN's $460,000 at issue in Defendant

WA LEED F-L\1-vfED's personal bank account.

30. Further, the INDIVIDUAL DEFENDANTS and Defendant FIVE-H, among other

improper acrs, hav e indjv idually <ll1d collcctiYely obtained the benefit, use ~1nd enjoyment of

1)LESSEN 's defalcated funds.

Demand on the Board is Excused as Futile

31. Plain tiff\'USUF did not make a demand on the Boa.cd to bring suit nsserting the claims

set forth herein because pte-suit demand was excused as a matrer of la,v, as set forth below.

32. A s noted, as of the time of the filing of this complaint, the PLESSEN Board comprised

the following di.rcctors: T\·fohammad Hamed; Defendant· \"V ALEED HAl'v{ED; Fatb.i Yusuf; and

Maher Yusuf.

33. Mohammad Hamed, who is D e fcnd:wt WALEED H1\MED's father, is incapable o f

making an independent and disin terested decision to institute and vigorousl~' prosecul·c this action.

34. Likewise, Defcndanr W1\LEED HAME D is incapable of making an independent and

disinterested decision to institute and vigorously prosecute tlus action, as W.ALEED HAMED faces

a substancial likdihood of liability for the ... vrongdoings nlJ.eged herein, and his acts were not, and could

nor have been, the product o f a good faith exercise o f business judgment.

:)5. Separately, because both rhc Board and shareh olders of PLESSEN are comprised 50-

50'~-'n by members o f che Ham ed r.lnd Yusuf fami]jes, and because n e_i ther the "\rticles of Corpo ration

no.r the Bv-Laws of PLESSEN t)rovide a tic-breaker mechanism in the C\'ent of a deadlock, aov J t •

tkmand upon PLESSEN would be useless b~LScd on the familial reb.tionships at issue, the lac.k of

sufficient independence of rhc. H am ed members to institu te and vigorously p1:osccutc this action and,

::~ga i n , the lack of a corporate tie-breaker mechanism.

Yusn f v. lhlln~ll , e l a/. Verified Complnint Pa~c 6 of 13

36. All conditions ptecedent to bringing this action have been satisfied, performed,

d1scharged, excused and/or waived .

V. CAUSES OF ACTION

COUNT I- FRAUD/CONSTRUCTIVE TRUST (Against All Defendants)

37. Plaintiff YlJSUF incorpo1:atcs paragraphs 1 through 3(] abmre as if fully set fo.tth

herein.

38. ;\ s alleged in detail he.tei.n, the TNDlVIDU1\L DEFENDANTS and FlVE- H

conspired and £mudul.cntly misappropriated, converted ~tnd / or reccin~d the benefits of PLESS EN'S

funds of approximately S4Ci0,000.

39. Such fund s \vhcrc, upon information and bcl:icf, used direcdy and indirectly to acquire

personal and/or real property in the benefit of the INDIVIDUAL DEFEN DANTS and FIVE-I-I

indiv idually and/ or collectively.

40. Defendants' acts constitute a fraud, unconscionable conduct and/or questionable

ethics resulting in unjust benefit to the wrongdoers, i. e., Defendants.

41. To remedy such injustice, this Cout:t sho uld impose n constructive trust for the benefit

of PT .t•:SSI ~N unril the resolution o f this action on all personal and/ or real property acquired directly

and indirccrJ y with PLESSEN's funds by the INDTVTD CAL DEFENDANTS and FIVE-H

indi,ridually and/ or collectively, which trust:

1. existed and was formed from the time the facts giving rise to it uccuned, l. t'., from k fan·h 27. 201 3. when Defendant \\7.-\LEED H AMED, & J\.fUFEED HAI\IED without authorizatio n , issued check number 0376 in Lhe amount of $460,000 from Pl.l ZSSEN's Scotiab:mk account;

tt. grant~ ro PLESSEN first [ighrs to any such property;

itt. is superior to the rights of r:he Defendants, and each of them;

-·------·-----

\'usuf v. Jl a mt tl. et a/ Vcritied Complaint P~gc 7 ,,r 13

1v. is supe1ior to any creditor of the Defendants;

v. is superior to an~ronc else asserting an interest in the ub jcct pt:[sonal or real properry;

n. anc.l otherwise trumps the rights nf any pmporred bona fide purchaser of the subject property from :t>.Jarch 27 , 2013 until a resolution of this action, based on the notice provided herein rcga tding the wwngl:"ul misappmpriatioo of PT .ESSEN's funds as alleged in rbis Complamt and otherwise.

42. As nott.!d above, " the date upon which a consuuctivc trust is lcg~lly Jeemed to Mise

reL1.res back in time to when the facts giving rise to such fraud or wrong occur," i.e., March '27, 2013

in this accion. In r!': Pi!difonl, 410 B.R. 416, 420 (Bankr. W.D. Pa. 2009); set• al.•o Os/J/olld Kt•aJJ, inc. ' '·

First f>w11. Bank, ]\-A., 22 V.l. 71, 76 (Terr. Ct. 1986) ('"The cretliwrs of Lhe construct.ivc tn.tstcc arc

not bona fide purchasers.' 1'1orcovcr, 'where a person holds property subject to a construcrive trust,

his creditors arc nor purchasers for value and are subject to the constructive trust . ... So also, a creditor

who attaches the property ... is not a bona fide purchaser, nlthough he had no notice o f the

construcdvc trust."') (quoting Restatement of Restitution§§ I GO and 173); Fratw>iJ" v. 1-'lmJro1.r, 599 F.2d

1286 (3d Cir. 1 <J79) (afftrming trial court's "equitable powet" ro impose consu-ucti,-c trust to prevent

unj ust enrichment).

herein.

COUNT II - CONVERSION (AgainstWALEED HAMED & MUFEED HAMED)

43. Pl~mti ff '((JSUF incorporates paragraphs I through 42 abm·c ns if fully set fo rtJ1

44. As alleged in detail herein, Defendants \XIALEED HAl\ ! ED & tviUFF.ED TTA~IED

wrongfully, and without the knowledge, consent or authorization of PLF.SSE , misapproprintcd

fund~ beJonging to PLESSEN for his own usc am.Vor benefit anJ/ or for the usc and/ or benefit of

the I TD IVlDUA L DEf>END1\ N TS and/ or r iVE-ll.

Vusurv. I lamed, et of. v~rilicd Complaint Page !I of 13

45 . Defendant \X'J\LEED HA MED obtained and retained these funds for his own usc

and/or benefit and/or for the use and/ or benefit of the IND IVTD CAL DEFENDANTS and / or

FIVE- I.-I with tht: i.nrcnt to pennanently deprive PLbSSEN o f its b w ful .r.ights to those funds.

46. Accordingly, Defendanls \XI ALEED H AMED & l\fUFEED 1-LA.M.ED are l.iablc for

conv c.rston .

herein.

COUNT III- BREACH OF FIDUCIARY DUTIES (Against WALEED HAMED)

47. Pbintiff YUS lJ F incorporates paragt:aphs 1 Lluough 46 above as if fully set fo tth

4R. Defendant WALEED .H.AMED, :ts an agent and officer of PLESSEN, owes

PLESSEN's sh:ueholders the utmost fi.duciarr duties of due care, good faith, candor and loyalty.

49. Further, Defendant WA.LEED H.AMED is, and at all releva nt times was. requircJ to

use his utmost ability ro control and manage PLESSEN in a fair, just, ho nest ;wd equitable manner;

to act. in furtherance o f the best .inrcrcsr.s o f PLESSEN and its shareholders so as to benefit nll

shareholders equall y and not in furtherance of his personal interests or benefit to the exclusion of the

remaining shareholders; and to exercise good faith and diligence in the administration of the affairs of

PLT:::SSEN and in the use and presetvacion o f its property and asserts.

50. By d~:tue of the foregoing duties, Defendant \'(/ALE E D HAMED was required to,

am ong other things:

1. cxcrcist: good faith in en suring that the a ffair~ of PLESS EN were conducted in an efficient, business-like mnnncr so as to make it p ossible to provide the highcsr qu:.1lit:y performance o f

its business in accordan ce with :.~.pplicablc bws;

u. refrain from wasting PLESSEN's assets;

111. ref.ra.in from unduly benefiting himself and other nonshareh olders at the cxpcn:"e of PLESS EN;

Yusur v. I fHmed, et1.1/. Veri tied Complnint Page 9 or IJ

.tv. refrain from self-dealing;

v. exercise the highes~ ohlig:n ions o f fair deali.ng; and

v1. p ropcd y disclose to PLESSEN's shareholders all material informacion regarding the co mpany.

51. H owe,·er , br -.;•i.rtue of his position as Director and Officer of PLESSEN, and his

exercise of control over the business nnd corporate affairs of l'LESSEN, Dcfcndaut \'V'.ALEED

T-LAJ.v!E D has, anJ at all relcv:mr nmes had, rhc power to conrml a nd intlucncc - and did control and

iniluence- PLESSEN to engage in the wrongdoings alleged herein .

52. Speci fically, as alleged .in detail herein, Defendan t WALEED H Al\fED breached his

fiduciary dudes by, amo ng other things, unlawfully obtnining approxima tely $460,000 ofPLESSEN's

fltnds; knowingly failing to inform PLESS EN regarding all material informarion rcl~ned to such mking

prior co rhe subject wirhd r:nvals; and o therwise knowingly failing to ~dhcre to PLI~:SSEN's corporate

fo nnali6es, polices and procedures.

53. As a direct and pro>.1.matc result of the foregoing b reaches, PLESSEN has susLa ined

damages, in cluding, but not lhn.i tcd to, damage to its rcput:ttion and loss of the funds unbl\.vfully

obtain ed fro m its Scociabn nk. accoum .

he rein.

COUNT IV- WASTE OF CORPORATE ASSETS (Against W ALEED HAMED)

54. Plaintiff YUSUF incor porates paragraphs 1 through 53 above as if fully set forth

55. As ::ttlcgccl in demil herein, Defendant WALEED H..r\.\fED, an agt:nt and o fficer of

PLESSEN. knowingly withd rew ap proxim<'ltdy $460,000 o f PLESSEN's funds, which withdrawal

constituted an excha nge of corporate assets under circumstances which no business person of

ordimu-y, sound judgment could conclude th:u PLESSEN received adcqu:ne consideration.

Yusuf v. llamcd. et al. Veri lied Complaint Pug~ 10 of 13

56. As a direct and proximate result o f rhe foregoing waste of coqmmte assets, PJ .E.SSiil.'\J

h as sustained damages, incl uding, but no t jjmitcd to, damage to irs reputation and loss of 1 he funds

unlawfully o btained £tom irs Scotiabank :\ccount.

herein .

COUNT V- UNJUST ENRICHMENT (Against All Defendants)

57. P laintiff \'l:"SUF incorpomtcs paragraphs 1 du:ough 56 above as if fullv set ford1

58. r\s allcg(·d in dcraiJ herein, the INDIV JDUAL DEFENDANTS and fTVE-H

individually a nd collectively were unjustJy emichcd by their .receipt, benefit, use, enjoym ent and/ or

retention of PLESS E N 's assets.

59. lr would be unconscionable to allow the INDIVIDUt\L DEFENDA TS and FIVE-

H individually or collcct:ivcly ro rcLain Lhc benefits thereof.

here in.

COUNT VI - CIVIL CONSPIRACY (Against All Defendams)

60. Plainti ff YUSUf incorporates paragraphs 1 thro ugh 59 above :~s if fully set forth

61. i\s alleged in derail herein, the lNDIVIDU r\L DEFENDANTS :1.nd FIVE-I-1 had a

uni t-y of purpose or a common desit,m and understanding, o r a mcc.ting o f minus in an unlawful

:l.rrangemcnt, i.e., to, ::~mong o ther things, unhnvfully defalca te o r misappropriate Lhc fund s o f

PLESS I::N.

62. The I~Dl\.' 1DL1AL DI~FL::ND;\NTS :~nd f.TVE-H knowingly performed oven acts

nnd rook action to further o r carry ou t the unlawful purposes of the subject conspiracy, including, but

nor limircd to, Defendant \X/ALEED H1\t-.fED's issuing and cashing o f check nmnbct 0376 to th e

conspirators' benefit and P LESSEN's Jctrimcnt.

\'usur v. llnmcd , e1 a/. Verified Con1plnint J>agc I I of 13

63. .As a direct and prox.unate result of the foregoing civiJ conspiracy, PLESSEN has

sustained damages, including, but not limited co, damage to its rcpmation, loss of rhe funds unlawfully

obtained from its Scotiabank accowlt, and lack of control of PLESSEN's management and cmporarc

~~ ffai.rs.

herem.

COUNT VII- ACCOUNTING (Against All Defendants)

64. Plaintiff '{CSUF incorpor::~tes paragraph~ 1 d1rough 63 abO\·e as if full y set forth

GS. 1\ s alleged in derail herein, the INDTVTDU:\L DEFENDAi TS and f<JVE-H

unlawfully benefited from and/or misappropriated PLESSEN's funds.

66. Further, at all times relevant, Defendant W:\LEED HAMED, as an agent and officer

ofPLESSEN, owed to PLESSEN n fiduciary Juty to account to the company and its shareholders in

a timely and accurate manner.

67. .i\r niJ times relevant, the INDIVIDUAL DEFE D t\NTS and/ or riVE -H hdJ the

exclusive possession and/ or control over docwnentar.ion that would cst:.blish the funds unlawfully

taken ftotn PLESSEN.

68. Absent such documentatio n, PLESSE T is \"1.->ithout the means to determine, among

other things, if funds are owned to it and, if yes, h ow much; and if irs misapp.ropriated funds were

llsed ro purchase any real or personal property, in whkh case it has an ownership interest in such

proper ty.

69. F J ,ESSEN i~ witho ut a sufficient remedy ar ta ... v to ascertain its lossc.:s and / or interests

in rhe misappropriated funds as set forth herein.

70. Accordingly, n full accounting is warranted.

Yusuf ,., Hantt·d, ct ol. Verified Complaint Pugc 12 of 13

VI. RELIEF REQUESTED

WHEREFORE, Plaintiff YUSLJF prars for a Fin:\1 Judgment against Defendants, joinrly and

scvcta II y, as follows:

:\. D etermining that \ 1.JSLJf may m::.int~in this action on behalf of PLESSEN and that

YUSUF is an adequate n:p.resenrative of PLESSEN;

B. Determining thflt this flc cio n is a proper dcnvacive action that is mai:ntainablc under

law and in which :t pre-suit demand W;1S excused;

C. .Awarding to PLESSEN the ncturtl and compensatory d:1mages tha t it sustained as a

result o f rl1e causes of ac tion set forrh herein, which damages will be dctcrtnincd at tri:-tl;

D. Awarding w PLESSEN punitive.: J:un•tgcs justified by the acts set forth herein, ' vhich

d:.u:nagcs will be determined at trial ;

E . Ordering the disgmgemcnt to PLESSEN of all f~mds that were unlawfully

misappropri;~tcd from its possession;

F. E njoining, preliminarily and pc.rmancncly, the Dcfentlants' benefit, use or enjoyment

of PLESSEN's misapptop riat<.·d funds;

(·~

:r . Imposing a constructiYe crust for the benefit 0f PLESSF.N on all personal or real

property acquired directly and indin~c rly with PLESSF.N 's funds by the T0:DIVIDUAL

DEFEND ANTS and f' IVE-H indivitlually and/ or collcct:ivdy, which rmsr

1. existed :1nd \vas fo rm.cd from rhe time the facts gi\'·ing rise to it occurrctl, i.e., from AiardJ 27, 20 I 3;

u. grants to PI .ESSEN first rights to any such pwpcrry;

w. is snpcrior to th e rights of the Defendants, anJ each of rhcm;

1\' . is supe.rior to any ci:ed.itot of the Defendants;

Yu~ur \ 1• llnmcU. d , ,,

Vcrilicd Complaint l'ugc IJ ol l J

, . . is supc[io r to al1)'0I1<.: d sc asscrring an inn:n.:sr in the :subjcct

pcrsnna l or real propcrry;

v t. and o rhcrwi:;c rnnnps Lhc righrs o f any pu rported bona fide

purchn~ct of the subject property fmm 0-hrch 27, 20 1.) until n

resolution o f lhis acciun;

H . :\warding a fu U nccounring cJf all 111ontc~ , funds :'ll1Ll asse.rs chat dH: Dcfe nd::mrs

received from PLL:.SSEN;

I. ,\,v:trding 10 PLESSEN the costs and disbursements o l this :tctio n, inclnd1ng, but no r

limited to, reasonable arrorneys' fees, accounmnt~ ' :tnJ cxpc:rrs' fc1.'S, costs and t•xpc:11scs;

]. ;\wnrding pre:- and posr-jmlgm cm intcrt·sr on an~· m o nt:l:\ ry :nvartl at the high~.:sr r:ues

allowed by law; and,

K. Awnding such further CCJUitabk~ and monct:try relief <1 s 1hc Court deems just and

appw pn:ttc.

Da red .\prill 6, 2013

.-----·.2 ··~~~~ :\1;r.:u ;~. -D<)Vood, hsc1. l.~v.:_):.:-n:rr1-t 1 1 n

1 006 !-::astern Sllhurh, Sum· l 02 Chris!iaustcd, V.I. 00820 (3-+0) 77.3-3444 (0) (Hi38) 3~8-8421'! (l~

VERIFfCATlON

J, ) •fl.fl({'r'll.ll(/ lJcn:.by \'Crtf~: that r h:lYC authori zed the filmg of th<.: foregoing \ ' criftcd SbarcholLI<.: r Dc.rivat.in:: Comphim; rh:ll I have reviewed rhc Compl:tint; and that the fac ts rhcrcin a rc

t rue nne! correct to tho: bc:;t of m y knowledge , information and belief.

l dccbn.: undt:r pennlty of perjury pursuant to :>.8 U.S.C. sccrion 174G, that the forl.'.going is

true and corn::ct.

Plcsscn Enterprise:;, Inc .

FVt;RST ITTI F.MAN Q;,viD & JOSEPH . Pl 1001 BRICKELL Br,y DRIVE. 32NO fLOOR, M IAMI. FL 33131 • T: 305.350.5690 • F: 305.37i .8989 ' '!:!"t:!.J'! FI.IERSTLA'NCOI;\

EXHIBIT 2

l


YUSUF YUSUF, derivatively on behalf 1

of PLESSEN ENTERPRISES, INC.,

Plaintiff, v.

WALEED HAMED, WAHEED HAMED, MUFEED HAMED, HISHAM HAMED and FIVE-H HOLDINGS, INC.

Defendants, and

PLESSEN ENTERPRISES, INC.

Nominal Defendant.

Case No.:SX-13-CV-120


JURY TRIAL DEMANDED ~;~

.. '.1 .

·.,j ·.c

NOTICE OF DEPOSITING FUNDS IN ESCROW WITH THE CLERK OF COURT

COME NOW the individual defendants named in this case (Waleed Hamed,

Waheed Hamed, Mufeed Hamed, and Hisham Hamed) by counsel and hereby give

notice of depositing Two Hundred Thirty Thousand dollars $230,000 with the Clerk of

the Court (see Exhibit A), which represents 50% of the funds in the account of the

Plessen Enterprises, Inc. at issue, which is the maximum possible amount due the

shareholders bringing this derivative lawsuit. The amount retained by these defendants

represents the amount due the Hamed family as 50% shareholders in Plessen

Enterprises, Inc. from the total amount of funds in the account in dispute.

Dated: April19, 2013

HAMD564363

Jo . Hot, Esq. 21 .2 Company Street Christiansted, VI 00820 (340) 773-8709 [email protected]

EXHIBIT

2

GOVERNMENT OF THE VIRGIN ISLANDS SUPERIOR COURT

ST. CROIX DIVISION NO. Q 4 9 Q 7 0 RECEIVEDF.-RO- M-==·= ....... :::::::.=-· --=--·-=-·c:;:;~ .. l-' ST. CR~OI!'_,_~:EOR PR=~~-. - --···- .~ ...

--.. -.. - -·- ---- -.. ·------- .. - --- rosiJF"'wsUF OBO;;;PLESSEN ENTF...RPRISE"S:"""i

WALEED HAMED .. .5 WALEED HAMED , HISBAM HAMED ET AL ----;:::::;::::=::::::-:=~::;:~--==;;:=;::::---...=.....f ,...._.. .....,__"' .. , ·----= .. ·-- .. ·~ - ·- .......... :::-· .... l ·--::::.=:.::

~/19:::= ·-t-:::: Yo:t23~~!~;o-~~h3:~::; J ~~NCEDU~ . CK#-103119000007469 . FFIC OF THE SUPERIOR COURT

CO~~~~PORT INTEREST BEARING ACCOUNT 2 .. BOND 3. EXECUTION 4. MISC.

l ..

~ mm BANCO POPUlAR. BANCO POPULAR D E PUERTO RICO PO Box 362708 Sa n jua n, Puerto Rico 00936-2708 Orange Grove 190 20130416

Payee: CLERK OF THE SUPERIO R COURT

Remitter: WALEED HAMED

190 Vl45917 0391 04/ 16/2013 14:54 BankChecksCHCK

:HK·tto1 I OS·OO

NOTICE TO CUSTOMERS:

OFFICIAL CHECK CUSTOMER RECEIPT AND AGREEMENT Check No. 103119000007 469 Date: 04/ 18/201 3

Amount:

Fee:

Total:

$23 0,000.00

$15.00

$230,015 .00

Yo u usually cannot stop payment of. the attached check after you send It to t fie payee. If 1t 1s lost, stolen, or destroyed, notify Source Bank immed iately. You may b e requi red co buy an indemnity or surely bond before a replacG~ 1enc o n et u nd Is issued.

&liiilk:lil'W&I#~ii=~*V•,,·IPl!Ul·Q:J!II :til;l·lMliB•l§itJI~[fJ~IN®'iWIWJU!I4lJ.•'!I.i;tij#IGiJ!'ii3ilff(;i;l@lt•)!•li•I!Ja:ilj•'1Y;t(iCf1i£l~~tJ;I;

D"~~h POPULAR:. . ~:t. /' ·.:; ,, ' ; .. . 215

. , . ·· . DANCO POPULAR DE PUER:ro RICO. . .. OFFICIAL CHE(:K. -PO Box 3~706 San Juan, P6crto Rico ~093&-27011 On~ngeGrove 1902013£1.41.8 . \ , -

Check~No. 1031190000074691 · · D<~ l e 04/ 18/2013

·'

EXHIBIT

A HAMD564366

Tl

EXHIBIT 3

JWj UAN{.;U POPULAR. PO Box 362708 San Juan, Puerto Rico 00936-2708 Orange Grove

Payee: CLERK OF THE SUPERJOR COURT

Remmitter: WALEED HAMED

190 Vl45914 0207 04/01/2015 9:28 BankChecksCHCK

CIIK.OOI/05-00

NOTICE TO CUSTOMERS;

OFFICIAL CHECK CUSTOMER RECEIPT AND AGREEMENT

Check No. 103119000009408

Date: 04/01/2015

Amount: Fee: Total:

$230,000.00 $15.00

$230,015.00

You usually cannot stop payment of the attached check after you send It to the payee. If It Is lost, stolent, or destroyed, notify Source Bank Immediately. You may be required to buy an Indemnity or surely bond before a replacement or refund Is Issued.

THIS DOCUMENT HAS A VOID PANTOGRAPH - BORDER CONT/IINS MICROPRINTING AND A TRUE WATERMARK- HOLD TO LIGHT TO VERIFY WATERMARK

B ii~t~··POPU~.·< .,· PO Box 3G2708 San Juan, Puerto .Rico 00936-2708 Orange Grove

:~

•I ! .

1, • •

.. ' '·'

. .~~eck No.103119000009408 •,' '.

-~. __ -._ ~-\.-_ ..... ~_,..~'_;\·~- -~::··-:\_ _: _ ~ ; .. ·===· ~ , : ,l= o·ate: PAY: "TWO HUNDRED THIR:ri<r~ou.sifND DC)tLARS AND o¢;f.oo\: .... ,,: · ·~.~· .

~~ ... . ~

I, •! , , l -':.~ ~, t_' •

: :: ~ ·: .: ~. i ::, ' ... ··.. . . ~ ~- -~ '.

ro THE · oLi:RK'oF··rHE suPERioR t'i;>dg:r· .. ORDER OF

':•'

' -~ : ~ ': ~ REMITIER: WALEED HAMED . • • FDIC. Me~b~~ and :Federal Res~ive System ·· , . '·:·· ~.

·.· .

I .

; .

101-201 215



Plaint(ff, v.

WALE ED HAMED, W AHEED HAMED, MUFEED I-lAMED, HISHAM HAMED and FlVE-H HOLDINGS, INC.,

Defendants, and


Nominal Defendant.



JURY TRIAL DEMANDED

NOTICE OF DEPOSITING FUNDS IN ESCOW WITH THE CLERK OF COURT

The Defendants hereby give notice of deposit of an additional smu of TWO HUNDRED

THIRTY THOUSAND dollars ($230,000) into escrow with the Clerk of this Court as per the

attached certified check (Exhibit A), bringing the total deposited into Court in tllis case to

$460,000, as $230,000 was previously deposited into Court on April 19, 2013. Thus, 100% of

the disputed funds are now in the treasury of this Court.

This Space Intentionally Left Blank

""'"r , · , .. ,,.,_ ;.u!:'it' pt ,.,., .. ,",.~·····;,•~o~:-1~~¥' 1" ., · ' t~ • , , • ..};:,t_.; 'L I. l ..c, ~

Notice of Deposit of FuruJs l'nge 2

Dated: Aprill, 2015 By:


ar < W. Eckard, Esquire P.O. Box 24849 Christiansted, VI 00824 Telephone: (340) 514-2690 Email: [email protected] Direct Dial: 340.514.2690 Ofiice: 340.642.USVI (8784) Facsimile: 855.456.USVI (8784)

Counsel for Waleed Hamed, Waheed Hamed, Mufeed Hamed and Hisham Hamed


I hereby certify that on this . ( 5~ay of April 2015, I served a copy of the foregoing document via email, as agreed by the parties, on the following person:

Nizar A. De Wood, Esquire The De Wood Law Firm 2006 Eastern Submb, Suite 101 Christiansted, VI 00820 [email protected]

Andrew L. Capdeville, Esq. Law Offices of Andrew L. Capdeville, P.C. 8000 Nisky Shopping Center, Suite 201 St. Thomas, VI 00802-5844 [email protected]

~


Joseph A. DiRuzzo, III Fuerst Ittleman David & Joseph, PL 1 001 Brickell Bay Drive, 32nd. Fl. Miami, FL 33131 jdiruzzo@fuerstlaw .com

EXHIBIT 4



Plaintiff, v.

WALEED HAMED, WAHEED HAMED, MUFEED HAMED, HISHAM HAMED and FIVE-H HOLDINGS, INC.,

Defendants, and


Nominal Defendant.



JURY TRIAL DEMANDED

DECLARATION OF WALEED HAMED

I, Waleed "Wally" Hamed, declare, pursuant to 28 U.S.C. Section 1746, as

follows:

1. I am one of the named defendants herein and have personal knowledge of the

facts set forth herein.

2. On March 27, 2013, I removed $460,000 in the Plessen account (an entity owned

50/50 by Hameds and Yusuf) on an account for which the Yusufs also had

signatory authority. Doing so prevented Yusuf from wrongly removing these

funds, as he had unilaterally done from the partnership bank account in the

partnership he had with my father on a regular basis during the seven months

!! EXHIBIT !:! Lf B !i ..

Declaration of Wally Hamed Page 2

prior to my removal of these funds. I then caused the Yusuf's half of these funds

($230,000) to be placed into the treasury of this Court.

3. Plessen has always had ample funds on hand to pay its bills and did not need

the $460,000 that was removed . Indeed, Plessen disbursed a dividend of

$300,000 after the $460,000 was removed and its Board has since approved the

removal of the $460,000 as a dividend.

I declare under penalty of perjury that the foregoing is true and correct.

Dated: March 30, 2015

IN THE SUPERIOR COURT OF THE VIRGIN ISLANDS

DIVISION OF -~S_T_ • ....:;C..::.R;;....:O:...:IX=-------

MOHAMMED HAMED by lois authorized agent W ALEED HAMED

--------------.)

Vs.

FA TID YUSUF and UNITED CORPORATION, ET AL

~·.-·

Plaintiff) ) ) ) )

Defendant)

CASE NO. SX-12-CV -370

ACTION FOR: DAMAGES; ET AL

.,

NOTICE OF

ENTRY OF JUDGMENT/ORDER :i(.l ~ ·~:·

TO: JOEL HOLT, ESQ.; CARL HARTMANN m, .¥~quit 1 f PON~· EDGAR' ROSS'feCJ'[email protected])

NIZAR DEWOOD, ESQ.; GREGORY HODGES, Esquire JUDGES AND MAGISTRATES OF THE SUPERIOR COURT

MARK ECKARD, ESQ.; JEFFREY MOORHEAD, Esquire LAW CLERKS; LAW LmRARY; IT; RECORD BOOK

Please take notice that on DECEMBER 5, 2014 M...........,umOrckrwas

entered by this Court in the above-entitled matter. -Dated: December 5, 2014

ESTRELLA H. GEORGE (ACTING)

Cle<kJ~~

By: ___ _;_IRI..::..:.....;S~D_. C_:_INT:___.;_R_;_O_N ___ _

COURT CLERK D

.lr> A .A A I'Y\ AMI\AA

DIVISION OF ST. CROIX derivatively on behalf of PLESSEN ... Hamed Docket Entries... · 4/1/2015...

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