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12/08/2007 12: 33 7753488351 LAW OFFICE MARK WRAY PAGE 01

ANS
MARK WRA Y , #4425 SCANNED
LA W OFFICES OF MARK WR Y
608 Lander Street
Reno , Nevada 89509
(775) 348- 8877
(775) 348- 8351 fax
Attorneys for Defendants

DISTRICT COURT
CLAR COUNTY , NEVADA

GEORGE MATTHEW BUSCHER, an Case No. A550780


ndividual
Dept. XVII
Plaintiff

VS. DEFENDANTS' ANSWERS AND


COUNERCLAIMS
POWER STATION , LLC , a Nevada limited
liabilty company; THE MAURISS
COMPANY, a California corporation; and
HENRY MAURSS , as President of
MAURSS COMPANY. and as an indivjd laJ, )
TH
Defendants .

corv NOW Defendants Power Station, LLC, a Nevada limited liabilty company
Power Station ), TIle Maurss Company, a California corporation (" TMC" ), and Henry

Mauriss, as President of TMC and as an individual ("Mauriss ), and for their answer to the
complaint of George Mattew Buscher (" Buscher ) on fie herein, admit, den.y and allege as

follows:
Admit the allegations of paragraphs 1- 10.
Answerig paragraphs 11- , admit that that par of the job responsibilties of
each manager and officer are described in these par.agraphs , affrmatively allege each person had
additional duties, and deny each and every other allegation contained therein.
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Deny the allegations of pargraphs 15- 19.

Answering paragraphs 20- 22, admit that the board issued the order, affnllatively
allege the order was directed to Power Station, Buscher , Maurss , and Douglas Rucker
a'fnnativelyallege the bracketed material is not part of the order , affiunatively allege that the
findings in the order are disputed , and deny each and every other allegation contained therein.
Answering paragraphs 23- , admit the deparment issued. the order , affrmatively

allege thc order was directed to Power Station, affinnatively allege that the findings in the order
are disputed , and deny each and every other allegation contained therein.
Answering paragraphs 25- , admit Mauriss sent the letter , affirmatively allege
that the order speaks for itself, and deny each and every other allegation contained therein.
Anwering paragraph 27, affinnatively allege that the document is produced by
Power Station and includes infoITation from Buscher, allege that the document speaks for itself.
and deny each and every other allegation contained therein.
Deny the allegations of paragraphs 28- 34.
Answering paragraph 35, admit that payroll taxes are owed in som.e amount and
deny each and every other allegation contained therein.
10. Deny the allegations of paragraphs 36- 49.
FIRST AFFIRMATIVE DEFENSE
Each purported claim for relief is barred by the Power Station operating agreement.
SECOND AFFIRATIVE DEFENSE
Each purorted claim for reHef is bared by consent.
THIR AFFIRMATIVE DEFENSE
Each purported clai is barred by fraud.
FOURTH AFFIRTIVE DEFENSE
Each purorted claim for reHefi contrary to the provisions of Nevada limited liabiUty
company law.
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FIFTH AFFIRTIVE DEFENSE


Each purorted claim for reUefis batred by the plaintiffs own acts and omissions to act
which are the direct and proximate cause of damage to Power Station, its business, and investors.

SIXTH AFFIRATIV DEFENSE


Each purported clai for relief is barred by estoppel.
SEVENTH AFFIRMTIVE DEFENSE
Each purported claim for reliefis baITed by the plaitiffs unclean hands.

EIGHTH AFFIRATIVE DEFENSE


Each purported claim for relief is bared by laches.
NITH AFFIRATIVE DEFENSE
Each purported claim fOf relief fails to state a claim for which tbe court can grant relief.
WHEREFORE , defendants request:
That plaintiff take nothng by way of his purported claims;
That judgment be entered in favor of defendants;
An award of attorneys fees;
An award of costs; and
All fuer and appropriate relief.

COUNTERCLAIMS
As and for their counterclaims against Buscher and Roes 1- , and each of them
defendants allege:

Power Station is, and at all times herein of relevance has been , a limited liabilty
company duly organized and existing under the laws of the State of Nevada, with at least 164
members.
TMC is , and at all relevant times has been , a Californa corporation and prcferred
interest holdcr in Power Station.
Mauriss js, and at all times relcvant herein has been, a manager and offcer of
Power Station and a principal of TMC.
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Buscher was acting as a manager of Power Station until he recently abandoned his
duties and filed this lawsuit , wrongfuly and for ulterior puroses seeking the involuntary
dissolution. aud liquidation of the company.
The tre names and capacities of Roes 1- , whether individual , corporate
associate , or otherwse , are unknown to defendants at this time. who therefore sue such paries b
such fictitious names. Defendants will seek leave to amend this complaint to show their tre
names and capacities when the same have been ascertained.
Defendants are infouned and believe , and based thereon allege, that at all times
relevant herein , Buscher and Roes 1- , and each of them , were the agents, employees,
representatives , parners , joint ventuers and co-conspirators of each other , and were acting the
scope, course and purpose of such agency, employment, representation , partership, joint
venture a.nd conspiracy, and with the knowledge, approval , consent and ratification of each other,

in causing the injuries and damages to defendants alleged herein. On information and belief,
B~1.cher and Roes 1- 10 each are respol1siblein some 1J1, almer for the acts, omissions or

indebtedness to defendants as hereinar set forth.

FIRST CLAIM FOR RELIEF


(Breach of Con1.act)

Defendants incorporate the allegations of paragraphs 1- 6 of ths counterclaim by


reference as though fully set fort at this point.
Buscher is a part to a wrtten operating agreement for Power Station that
imposes obligations on Buscher in his roles as manager, member and chief executive offcer.
Defendants have perfonned each and every covenant and condition required on
their part to be performed under the operating agreement.
10. Buscher has materially breached the operating agreement by bringing the above-
entitled lawsuit for dissolution and receivership, and by defaulting on each and everyone of his
duties and obligations a.s manager , member and chief executive offcer.
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11. As a direct and proximate result of Buscher s materjal breaches, defendants have
been damaged in an amount to be ascertained according to proof but which is in excess of
$10 000 , including attorneys fees as damages.

12. Defendants are en itled to extaordinar relief including by injunction to prevent


further breaches of the operating agreement by Buscher and to restTain him from causing damage
to the interests of Power Station and its members.
13. Defendants are entitled to recover their attorneys fees incurred in enforcing their
rights under the operating agreement against Buscher.
SECOND CLAIM FOR RELIEF

(Breach of Fiduciary Duty)


14. Defendants incorporate the allegations of paragraphs 1- 13 of this counterclaim by
reference as though fully set forth at ths point.

15. Buscher owes fiduciar duties to defendants, and to the other members of Power
Station , including, but not limited to, duties of loyalty, honesty and disclosure.
16. Defendants a.r.e jnformed and belief that Buscher has breached bis fiduciary duties
in acting to divert the business and opportties of Power Station to his own use and benefit.
17. Buscher has breached all of his fi.duciar duties to the members of Power Station
including defendants , in abandoning his duties , in acting to advance his own inter.ests instead of
the interests of the company, and in seeking to cause damage and injury to Power Station and its
business.
18. As a direct and proximate result of the breaches of fiduciary duty, defendants
have been damaged in an amount to be ascertined according to proof but which is in excess of
$10 000 , including attorneys fees as damages.
19. Defendants are entitled to extraordinary relief including by injunction to prevent
furher breaches of fiduciar duties by Buscher.

20. Buscher s breaches of fiduciary duties are oppressive, fraudulent. and malicious,
done with the intent to cause injury to defendants , a11djustify an award of puntive damages.
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THIRD CLAIM FOR RELIEF


(Fraud)
21. Defendants incorporate the allegations ofparngraphs 1- 20 of this counterclaim by

reference herein as though set fort in full at ths point.


22. Buscher owes legal and equitable duties to defendants arising nom fiduciary,
confidential and special relationships.
23. Buscher breached those duties by concealing material facts ! including concea1.ng
his breaches of fiduciary duty, and , defendants are informed and believe , concealing his efforts
to divert the business of the company to his own use and benefit and to the benefit of Roes 1. 0,

and concealing his acts to ca.use damage and injur to the company, and con.cealing his efforts to
undennine the business of the company and force its failure and involunta dissolution.
24. As a diect and proximate result of the constrctive fraud , defendants have been
damaged in an amount to be ascertained according to proof but which is in excess of $10, 000,
including attorneys fees as damages.
25. Defendants are entitled to extraordinar relief including by injunction to prevent
fuher constrctive fraud by Buscher.

26. Buscher s fraud is oppressive , fraudulent, and malicious , done with the intent to
cause injur to defendants , and justify an award of puntive damages.
FOUR H ' CLAIM FOR RELIEF
(Declartory Relief)
27. Defendants incorporate the allegations of paragraphs 1- 26 of ths countcrclaim by

reference herein as though set forth in full at this point.


28. An actual controversy exists between the parties in that defendants contend. and
Buscher denies, that the assets and rights paid for by the investors of Power Station belong to
Power Station and not to Buscher; that Buscher has no right to brig this dissolution proceeding
and for appointment of a receiver; that Power Station should be operated by the persons who
have invested in the company, which includes defendants, and does not include Buscher; tht
Buscher has abandoned his duties under the operating agreement and should have no right to
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represent the company; that Buscher has no further right to act on behalf of the members; and
that in the event of dissolution and recejvership defendants as members and preferred interest
holders have priority both in assets of the company and jn liquidation.
29. Defendants are entitled to extraordhlary relief, including by injunction , to enforce
their rights.

30. TIle cour should enter a declaratory decree and judgment as to the disputed rights
of the parties.
WHREFORE, defendants request:
Damages in a sum in excess of $1 0, 000, includig attorneys fees as damages , to
be shown according to proof;
Punitive damages;
Injunctive relief;
Attomeys fees;
Costs; and
All other appropriate relief.

DATED: December 8. 2007

MA WRA Y, #4
LAW OFFICES OF WRY
608 Lander Street
Reno, Nevada 89509
(775) 348- 8877
(775) 348- 8351 fax
Attorneys for Defendants
12/08/2007 12: 33 7753488351 LAW OFFICE MARK WRAY PAGE 08

CERTIFICATE OF SERVICE
The undersigned employee of the Law Offces of Mark Wray certifies that a tre copy of

the foregoing document was served on December 8, 2007 on the interested pares by the
following methods:
Via facsjrnile transmission to:
(702) 369- 2666
Lee Iglody
Gordon & Silver, Ltd.
3970 Howard H ghes Parkway, 9 Floor
Las Vegas, NV 89169

Via sealing a tre copy in an envelope with first class postage prepaid thereon and
depositing in the U.S. Mail at Reno , Nevada addressed to:

Lee 19lody
Gordon & Silver , Ltd.
3970 Howard Hughes Parkway, 9 Floor
Las Vegas, NV 89169

MARK WRA Y
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DISTRICT COURT
CLAR COUNY , NEVADA

AFFIRMATION
Pursuant to NRS 239B. 030

The undersigned does hereby affum, that the preceding d.ocument does not contain the

social security number of any person


DATED: December 8. 2007

Attorneys for Defendants