ADVANCED BIOMEDICS, LLC and 19TH JUDICIAL DISTRICT COURT

ADVANCED BIOMEDICS HOLDINGS,

LLC

VERSUS DOCKET NUMBER:

SOUTHERN UNIVERSITY AND EAST BATON ROUGE PARISH,

AGRICULTURAL & MECHANICAL LOUISIANA
COLLEGE

______________________________________________________________________________

PETITION OF PLAINTIFFS FOR DECLARATORY JUDGMENT AND INJUNCTIVE

RELIEF AGAINST SOUTHERN UNIVERSITY AND AGRICULTURAL &
MECHANICAL COLLEGE

______________________________________________________________________________

Plaintiffs, Advanced Biomedics, LLC (“AB, LLC”) and Advanced Biomedics Holdings,

LLC (“ABH, LLC), by and through their counsel, file this Petition for a declaratory judgment,

temporary restraining order and mandatory injunction against Defendant Southern University

and Agricultural & Mechanical College (“Southern University” or “Defendant”), and in support

thereof represent the following:

INTRODUCTION

1.

This lawsuit arises from the attempted enforcement of an agreement that was partially

negotiated and never agreed upon between AB, LLC and Southern University.

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 2.

Carrol Castille (“Castille”) is a beneficiary of the Carrol Joseph Castille & Stacey

Domingue Irrevocable Grantor Trust (“the Trust”).

3.

ABH, LLC, with its sole member the Trust, set out to form AB, LLC to enter the

emerging market of grower/processors in the recently created medical cannabis industry in the

State of Louisiana.

4.

ABH, LLC is not only the majority member in AB, LLC, but carries the majority of its

financial risk by entering uncharted territory in the State of Louisiana.

5.

Chad Bodin (“Bodin”) is a minority member of AB, LLC, holding a 25.5% interest.

6.

To protect the interests of ABH, LLC, AB, LLC’s operating agreement, and amendments

thereto, explicitly vested exclusive authority to act on behalf of AB, LLC through a 51%

majority vote of the members of AB, LLC.

7.

By holding that 51% interest, any action by or on behalf of AB, LLC had to be pre-

approved by ABH, LLC.

8.

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 ABH, LLC never exercised this voting power to authorize any member other than itself

to act on behalf of AB, LLC.

9.

AB, LLC, at substantial cost and expense, bid for and was awarded the right to contract

with Southern University to act as its grower/processor under the medical cannabis license issued

to Southern University.

10.

Thereafter, AB, LLC, at additional substantial cost and expense, began negotiations

through counsel, Jade Andrus (“Andrus”), with Southern University over the terms of a proposed

contract for those services.

11.

Despite AB, LLC’s unambiguous operating agreement and lack of a majority vote by AB,

LLC’s members authorizing him to act on behalf of AB, LLC or the prior knowledge of AB,

LLC’s majority member, Bodin personally negotiated with Southern University, through his

personal counsel, and even signed an agreement with Southern University while purporting to act

on behalf of AB, LLC.

12.

Southern University is now attempting to force the other members of AB, LLC to sign the

alleged agreement negotiated between Southern University and Bodin’s personal counsel, who

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had no authority to act on behalf of AB, LLC, and threatens to seek a new applicant to act as its

grower/processor if the members refuse to sign.

13.

Plaintiffs need immediate assistance from this Court to establish as a matter of law that

the alleged agreement negotiated between Bodin’s personal counsel and Southern University is

not an enforceable agreement between AB, LLC and Southern University, and to both enjoin

Southern University from terminating its relationship with AB, LLC, retaining a new grower/

processor partner and to force Southern University to negotiate in good faith with ABH, LLC,

the sole member that has authority to act on behalf of AB, LLC.

PARTIES

14.

Plaintiff AB, LLC is a Louisiana limited liability company whose principal place of

business is in Lafayette, Louisiana.

15.

Plaintiff ABH, LLC is a Louisiana limited liability company whose principal place of

business is in Carencro, Louisiana.

16.

Defendant Southern University is a university with its domicile in Baton Rouge,

Louisiana.

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 FACTS

17.

On or about May 19, 2016, the State of Louisiana passed the Therapeutic Use of

Marijuana Act (the “Act”). LSA-R.S. 40:1046.

18.

Among other things, the Act and the regulations promulgated thereunder provide

Louisianans suffering from a “debilitating medical condition” with a viable treatment to alleviate

their suffering that other forms of medicine could not resolve.

19.

The Act defines “debilitating medical condition” to include, among others, HIV, AIDS,

MDA, MS and seizure disorders.

20.

Under the Act, Southern University received one of two licenses to grow, process and sell

medical marijuana to those most needy and suffering a “debilitating medical condition.”

21.

On June 27, 2017, members of AB, LLC, executed an Operating Agreement for the

management and operation of AB, LLC, which is believed to be in the possession of Bodin.

22.

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 Effective August 1, 2017, Bodin, ABH, LLC, and other members executed the First

Amended Operating Agreement for the management and operation of AB, LLC, attached hereto

as Exhibit “A”.

23.

On September 25, 2017, Bodin and ABH, LLC executed the Amendment to the Operating

Agreement for the management and operation of AB, LLC (the “Amendment”), attached hereto

as Exhibit “B”.

24.

The relevant ownership interest of AB, LLC is as follows:

Advanced Biomedics Holdings, LLC 63.0%

Chad Bodin 25.5%

Exhibit “B”, p. 4.

25.

A member of AB, LLC, like Bodin, could only act on behalf of AB, LLC under the

following circumstances:

Except upon vote of FIFTY ONE PERCENT (51%) of the Membership

interest, no Member acting in the capacity as a Member shall have the
authority or power to act for or on behalf of the Company, to do any act
that would be binding on the Company, or to incur any expenditure on
behalf of the Company; provided, however, the foregoing shall not limit or
impair the authority or power of any Member who is the Manager to act in
his capacity as Manager. As of the date of this Agreement, Daniel Rogers
is the Manager of the Company.

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Exhibit “B”, p. 1, Section 3.9.

26.

AB, LLC submitted an application and supplement to Southern University as its bid (as

part of a competitive bid process) to act as the grower/processor of medical marijuana for

Southern University.

27.

Neither the application nor supplement submitted to Southern University identified Bodin

as a member with any authority to act by or on behalf of AB, LLC.

28.

On or about September 22, 2017 Southern University selected AB, LLC as its grower/

processor of medical marijuana.

29.

ABH, LLC (as the majority member of AB, LLC) directed Andrus to negotiate with

Southern University regarding the terms of a prospective agreement pursuant to which AB, LLC

would act as Southern University’s designated grower/processor.

30.

Negotiations continued between ABH, LLC, on behalf of AB, LLC, and Southern

University for months, culminating with ABH, LLC sending Southern University a draft

agreement on or about February 9, 2018.

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 31.

On that same day (February 9, 2018), personal counsel for Bodin introduced himself in

an email to Southern University and Andrus as only representing Bodin’s personal interest in

connection with the contract between AB, LLC and Southern University.

32.

Without the consent of ABH, LLC, Bodin and his counsel surreptitiously engaged in

meetings and negotiations with Southern University, and drafted substantial and unauthorized

revisions to the agreement that ABH, LLC had proposed to Southern University.

33.

On or about March 19, 2018, Southern University sent ABH, LLC a proposed agreement

for signature, representing to ABH, LLC that this “final” agreement for signature only reflected a

slight deviation from the terms as proposed. This was the first time that ABH, LLC received

from Southern University an edited version of the document it sent to Southern University on

February 9, 2018.

34.

It was at or about this time and to ABH, LLC’s shock and dismay that it learned that the

agreement forwarded by Andrus on behalf of ABH, LLC to Southern University on February 9,

2018, had been substantially revised without ABH, LLC’s prior knowledge or consent, and those

changes presented materially worse terms than ABH, LLC had proposed.

35.

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 On April 9, 2018, Andrus on behalf of ABH, LLC emailed proposed revisions to the

proposed agreement to Southern University.

36.

On that same day, Southern University responded that Southern University’s Board

already approved the AB, LLC agreement and had already been through several substantial

revisions over the prior five to six weeks with “counsel for AB, LLC”. This was the first time

that ABH, LLC learned that anyone other than ABH, LLC purported to negotiate on behalf of

AB, LLC.

37.

Personal counsel for Bodin then immediately emailed all counsel involved and said that

counsel for Southern University was correct, and that personal counsel for Bodin had engaged in

negotiations purportedly on behalf of AB, LLC for over six weeks, which was completely

unbeknownst to and without the approval of ABH, LLC, AB, LLC’s majority member.

38.

Shortly after the April 9, 2018 email exchange, counsel for Southern University informed

ABH, LLC that Bodin had already signed the proposed agreement purportedly on behalf of AB,

LLC, which was again completely unbeknownst to and without the approval of ABH, LLC, AB,

LLC’s majority member.

39.

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 As a result of Bodin’s repeated and intentional breaches of fiduciary duty and breach of

the Operating Agreement as amended, on April 18, 2018, Plaintiffs filed the Petition for Breach

of Contract, Breach of Fiduciary Duty and for Violating the Louisiana Unfair Trade Practices Act

against Bodin.

40.

On April 19, 2018, Plaintiffs filed a Petition for Injunctive Relief and Expedited

Discovery with accompanying Memorandum of Law in Support of the Petition and an Affidavit

of Carrol Castille, asking this Court for a temporary restraining order, permanent and mandatory

injunction to address the immediate harm and future harm of Bodin’s intentional unauthorized

conduct.

41.

On April 25, 2018, ABH, LLC discovered that Bodin’s personal counsel and counsel for

Southern University copied Andrus on certain emails after the February 9, 2018 contract draft

was sent to Southern University, but that Andrus never forwarded the emails to ABH, LLC, never

responded and never negotiated on behalf ABH, LLC, AB, LLC’s majority member.

42.

On April 26, 2018, knowing that he breached the Operating Agreement as amended and

his fiduciary duty to AB, LLC and ABH, LLC and confronted with the Petition and request for

injunctive relief, Bodin wrote to ABH, LLC and falsely claimed that ABH, LLC does not have a

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membership interest in AB, LLC, notwithstanding the undisputed Operating Agreement as

amended, executed by Bodin, as well as Bodin’s conduct as outlined more fully above.

43.

Bodin’s April 26, 2018 letter is part of an ongoing scheme and design to wrest control of

AB, LLC and its arrangement with Southern University away from ABH, LLC.

44.

ABH, LLC, as majority member of AB, LLC, never provided the majority vote required

under the Operating Agreement, as amended, to authorize Bodin to negotiate with anyone on

behalf of AB, LLC.

45.

Similarly, ABH, LLC never gave its required majority vote mandated to permit Bodin to

sign anything on behalf of AB, LLC.

46.

At all material times, both before and during any contract negotiations, Southern

University had actual knowledge that ABH, LLC was the only majority interest holder that could

act on behalf of AB, LLC and that Bodin had no such authority to act.

47.

Further, ABH, LLC never communicated or portrayed to Southern University that

anyone but itself could act on behalf of AB, LLC.

48.

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 Notwithstanding that Andrus was copied on certain emails, Andrus never forwarded the

emails to ABH, LLC, never responded and never negotiated the alleged agreement between

Bodin and Southern University on behalf of ABH, LLC, AB, LLC’s majority member.

49.

On April 27, 2018, counsel for Southern University sent a letter to Andrus and personal

counsel for Bodin, admitting again that Bodin signed an alleged agreement purportedly on behalf

of AB, LLC, and demanding that all members of AB, LLC sign the alleged agreement within

seven (7) days because “[t]he RFP expressly gives the university the authority to proceed with

another applicant if the contract is not executed within seven days of tender.” A true and correct

copy of the April 27, 2018 letter is attached hereto as Exhibit “C”.

50.

The RFP provision referenced in Southern University’s April 27, 2018 letter states:

If the contract negotiation period exceeds thirty (30) days or if the

selected Applicant fails to sign the contract within seven (7) days
of delivery of it, the State may elect to cancel the award and award
the contract to the next most advantageous responsible Applicant.

RFP, p. 41. A true and correct copy of the RFP is attached hereto as Exhibit “D”.

51.

On May 2, 2018, ABH, LLC sent a letter to Southern University outlining its position that

the alleged agreement between Bodin and Southern University is invalid because Bodin had no

actual or apparent authority to act on behalf of AB, LLC, as per the both the unambiguous and

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undisputed Operating Agreement as amended and Southern University’s actual knowledge that

only ABH, LLC has authority to act on behalf of AB, LLC and that Bodin had no such authority

to act on behalf of AB, LLC.

52.

Despite ABH, LLC’s undisputed sole authority to act on behalf of AB, LLC, on that same

day (May 2, 2018), counsel for Southern University responded that the Chancellor of Southern

University reiterates that AB, LLC has until close of business Friday, May 4, 2018 “to accept the

tendered contract.”

53.

As a direct and proximate result of Southern University’s attempt to force members of

AB, LLC to sign an invalid agreement, Plaintiffs need this Court’s immediate determination that

the alleged agreement between Bodin and Southern University is invalid, thus not a contract

tendered to AB, LLC under the RFP.

54.

As a direct and proximate result of Southern University’s threat to seek a different

applicant as its grower/processor of medical marijuana, Plaintiffs will suffer immediate and

irreparable harm if Southern University is not both enjoined from taking this improper action and

forced to negotiate in good faith with ABH, LLC, the only member of AB, LLC that has the

authority to negotiate on its behalf.

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 CAUSES OF ACTION

Count I – Declaratory Judgment

55.

Plaintiffs incorporate by reference as if set forth in full herein the allegations of

paragraphs 1 through 54 of this Petition.

56.

This case presents an issue that is a present, justiciable controversy between AB, LLC,

ABH, LLC and Southern University.

57.

Southern University is attempting to extort members of AB, LLC by forcing them to sign

an invalid agreement by Friday, May 4, 2018 that was improperly and unlawfully negotiated by

Bodin who did not have any authority to act on behalf of AB, LLC.

58.

If the other members of AB, LLC refuse to sign this invalid agreement, Southern

University has threated to seek another applicant as its grower/processer of medical marijuana.

59.

A declaratory judgment invalidating the alleged agreement Bodin signed with Southern

University would immediately terminate the controversy and allow AB, LLC and Southern

University properly engage in negotiations in good faith towards a final agreement.

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 Count II – Injunctive Relief

60.

Plaintiffs incorporate by reference as if set forth in full herein the allegations of

paragraphs 1 through 59 of this Petition.

61.

Money damages cannot adequately address the irreparable harm that Plaintiffs will suffer

if Southern University is not both enjoined from retaining a different entity as its grower/

processor of medical marijuana and forced to negotiate with the only member that has authority

to act on behalf of AB, LLC: ABH, LLC.

62.

The irreparable harm will clearly cause AB, LLC and its members more than mere

inconvenience; AB, LLC will improperly be forced out of its contractual relationship with

Southern University, the only business relationship for which AB, LLC was created.

63.

Most concerning, the citizens of Louisiana suffering from “debilitating medical

conditions” will continue to suffer immediate and irreparable harm while they await medical

treatment until this situation is rectified.

WHEREFORE, Plaintiffs pray that:

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 1. Defendant, SOUTHERN UNIVERSITY, be served with a copy of this petition and be

duly cited to answer same;

2. A rule issue to defendant, SOUTHERN UNIVERSITY, to show cause why a temporary

restraining order in favor of the plaintiffs, ADVANCED BIOMEDICS, LLC and

ADVANCED BIOMEDICS HOLDINGS, LLC and against the defendant,

SOUTHERN UNIVERSITY, enjoining it, its agents, employees, and counsel, and those

persons in active concert or participation with it, from terminating SOUTHERN

UNIVERSITY’S relationship with ADVANCED BIOMEDICS, LLC

3. .A rule issue to defendant, SOUTHERN UNIVERSITY, to show cause why a temporary

restraining order in favor of the plaintiffs, ADVANCED BIOMEDICS, LLC and

ADVANCED BIOMEDICS HOLDINGS, LLC and against the defendant,

SOUTHERN UNIVERSITY, enjoining it, its agents, employees, and counsel, and those

persons in active concert or participation with it, from retaining a different entity as its

grower/processor for medical marijuana should not be granted; and

4. A rule issue to defendant, SOUTHERN UNIVERSITY, to show cause why a mandatory

injunction, in favor of the plaintiffs, ADVANCED BIOMEDICS, LLC and

ADVANCED BIOMEDICS HOLDINGS, LLC and against the defendant,

SOUTHERN UNIVERSITY, directing it, its agents, employees, and counsel, and those

persons in active concert or participation with it, to negotiate an agreement in good faith

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 with the sole member authorized to act on behalf of ADVANCED BIOMEDICS, LLC:

ADVANCED BIOMEDICS HOLDINGS, LLC should not be granted;

5. The fees of all witnesses, including expert witnesses, be cast as court costs and that all

court costs be assessed to the defendant; and

6. Plaintiffs further pray for all general and equitable relief that may be afforded them by

this Honorable Court and the laws of the State of Louisiana and, in the alternative,

monetary relief.

BOYER, HEBERT, ABELS & ANGELLE, LLC

By: ____________________________
Randy P. Angelle, Bar Roll #2494
Bart J. Hebert, Bar Roll #28073
401 East Mills Avenue
Breaux Bridge, LA 70517
Telephone: (337) 332-0616
Facsimile: (337) 332-0633

Brett Berman, Esquire

Joshua Horn, Esquire
FOX ROTHSCHILD LLP

Attorneys for Plaintiffs, Advanced

Biomedics, LLC and Advanced Biomedics
Holdings, LLC
SERVICE INFORMATION:

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