APICDA Lawsuit Against Trident Seafoods

Case 2:20-cv-01244 Document 1 Filed 08/18/20 Page 1 of 12
7 IN THE UNITED STATES DISTRICT COURT

FOR THE WESTERN DISTRICT OF WASHINGTON
8
APICDA JOINT VENTURES, INC., an Alaska CASE NO. 2:20-cv-01244
9 corporation, and APICDA VESSELS, INC., an
Alaska corporation,
10 COMPLAINT FOR BREACH OF
Plaintiffs, CONTRACT; BREACH OF GOOD FAITH
11 AND FAIR DEALING; DECLARATORY
v. RELIEF, AND PROMISSORY ESTOPPEL
12
TRIDENT SEAFOODS, INC., a Washington
13 corporation,
14 Defendant.
15
16 I. PARTIES/JURISDICTION/VENUE
17 1. Plaintiff APICDA Joint Ventures, Inc. (“APICDA JV”) is a corporation
18 organized and existing under the laws of the state of Alaska. It is a subsidiary of the non-profit
19 organization known as Aleutian Pribilof Island Community Development Association.
20 2. Plaintiff APICDA Vessels, Inc. (“APICDA Vessels”) is a corporation organized
21 and existing under the laws of the state of Alaska, and is a subsidiary of the non-profit
22 organization known as Aleutian Pribilof Island Community Development Association.
23 3. APICDA JV and APICDA Vessels are collectively referred to as APICDA.
24 4. Defendant Trident Seafoods, Inc. is a corporation organized and existing under
25 the laws of the state of Washington. Its headquarters are located in Seattle, Washington. At all
26
COMPLAINT FOR BREACH OF CONTRACT; BREACH OF GOOD FAITH Williams, Kastner & Gibbs PLLC
27 601 Union Street, Suite 4100
AND FAIR DEALING; DECLARATORY RELIEF, AND PROMISSORY Seattle, Washington 98101-2380
ESTOPPEL - 1 (206) 628-6600
(CASE NO. 2:20-cv-01244 )
7180312.1
1 relevant times, Trident was doing business in the city of Seattle, King County, Washington
2 and is subject to the jurisdiction of this Court.
4 II. JURISDICTION AND VENUE
5 5. This Court has subject matter jurisdiction over this matter pursuant to 28 U.S.C.
6 § 1332 because diversity of citizenship exists between Plaintiffs and Defendant and the
7 amount in controversy exceeds $75,000 exclusive of interest and costs.
8 6. Venue is proper in this judicial district pursuant to 28 U.S.C. § 1391 because
9 Defendant is a corporation doing business in this District and because many of events giving
10 rise to the claims alleged occurred in this judicial district.
11
12 III. FACTUAL ALLEGATIONS FALSE PASS SEAFOODS, LLC

AND FALSE PASS FUEL SERVICES, LLC
13
7. In April 2018, APICDA sold a 75% interest in its False Pass seafood processing
14
plant, located in False Pass, Alaska, to Trident. As part of the transaction, APICDA and
15
Trident agreed to create a new limited liability company, False Pass Seafoods, LLC, to
16
operate the False Pass seafood processing plant.
17
8. In April 2018, APICDA sold a 75% interest in its False Pass fuel facility,
18
located in False Pass, Alaska, to Trident. As part of the transaction, APICDA and Trident
19
agreed to create a new limited liability company, False Pass Fuel Services, LLC, to operate
20
the fuel facility.
21
9. As the holder of a 75% membership interest, or “Percentage Interest” in both
22
False Pass Seafoods, LLC (“False Pass Seafoods”) and False Pass Fuel Services, LLC (“False
23
Pass Fuels”) and pursuant to the Operating Agreements of both companies, Trident has sole
24
control of the operations of both entities.
25
26
ESTOPPEL - 2 (206) 628-6600
(CASE NO. 2:20-cv-01244 )
7180312.1
1 10. Under the terms of the Operating Agreements of both False Pass Seafoods and
2 False Pass Fuel Services, the rights of the parties are governed by the laws of the State of
3 Alaska.
5 IV. THE COST OVERRUNS
6 11. The parties agreed to expand the False Pass processing plant. The expansion
7 project began in January of 2018 prior to the formation of False Pass Seafoods. Trident was
8 in sole control of the expansion project.
9 12. Trident’s budget for the expansion of the plant was $6,000,000 and APICDA
10 agreed to pay 25% of that cost. However, without prior notice or consultation with APICDA,
11 Trident actually spent a total of $14,400,000 on the plant expansion.
12 13. The cost overruns incurred in connection with the plant expansion were of
13 considerable concern to APICDA as Trident demanded that APICDA pay 25% of the
14 previously undisclosed additional capital expenditures. Under the circumstances, APICDA
15 concluded that it could not continue its involvement in False Pass Seafoods and made the
16 decision to tender its interest in the company to Trident pursuant to the terms of the Operating
17 Agreement of False Pass Seafoods.
18
19 V. THE PUT RIGHT
20 14. The operating agreement of False Pass Seafoods gives APICDA the right, upon
21 notice to Trident, to require Trident to purchase APICDA’s 25% interest in False Pass
22 Seafoods (the “Put Right”) as set forth below:
23 Section 9.1 Put Right.
24 (a) At any time from and after the date hereof, APICDA JV shall
have the right (“Put Right”) to require Trident or the Company (at
25 Trident’s discretion) to purchase all but not less than all of
26
ESTOPPEL - 3 (206) 628-6600
(CASE NO. 2:20-cv-01244 )
7180312.1
1 APICDA JV’s Interest at the Put Price, by providing Trident with

written notice (“Exercise Notice”) of such intent.
2
3 15. Pursuant to Section 9.1(b) of the Operating Agreement, Trident has three
4 months from the date APICDA exercises the Put Right to close on its purchase of APICDA’s
5 share of False Pass Seafoods. The relevant portions of Section 9.1(b) are set forth below:
6 (b) The closing of any such purchase of Interests referenced in
7 Section 9.1(a) (a “Put Sale”) shall take place at time agreeable to
Trident, but in no case later than three (3) months after delivery of
8 the Exercise Notice, and at such place as is mutually agreeable to
Trident and APICDA JV or, upon the failure to agree, at the
9 principal place of business of the Company.
10
16. Pursuant to Section 9.1(b) of the Operating Agreement, Trident was required to
11
pay 25% of the Put Price to APICDA by the date of closing and to pay the balance in three
12
annual installments with interest. The relevant portions of Section 9.1(b) are set forth below:
13
(b) . . . At such closing: (i) Trident (or the Company, as applicable)
14
shall pay to APICDA JV twenty-five percent (25%) of the Put
15 Price (as defined below in immediately available funds and deliver
to APICDA JV a promissory note with a principal balance of the
16 remaining seventy-five percent (75%) of the Put Price, payable in
three annual installments and accruing simple interest at three
17 percent (3%) per annum . . .
18
19 17. Pursuant to Section 9.1(c) of the Operating Agreement, the price paid by Trident
20 (the “Put Price”) is equal to APICDA’s pro-rata percentage of the fair market value of False
21 Pass Seafoods. The relevant portions of Section 9.1(c) are set forth below:
22 (c) Put Price. The “Put Price” shall be calculated as a pro-rata

percentage of the fair market value of the Company, meaning the
23 price at which the Company would change hands between a
willing buyer and willing seller, when the former is not under any
24 compulsion to buy, and the latter is not under any compulsion to
sell, both parties having reasonable knowledge of the relevant
25
facts.
26
ESTOPPEL - 4 (206) 628-6600
(CASE NO. 2:20-cv-01244 )
7180312.1
1 18. Pursuant to Section 9.1(c) of the Operating Agreement, the Put Price is to be
2 determined by a jointly retained valuation firm or accounting firm. In its determination of the
3 Put Price, the valuation firm is entrusted to take into account factors that it deems appropriate
4 and to consider any discounts that, in its professional judgment, it deems appropriate, for the
5 valuation. The relevant portions of Section 9.1(c) are set forth below:
7 (c) . . . APICDA JV and Trident shall jointly retain a recognized

and competent valuation firm, or accounting firm, being one of the
8 big four accounting firms, who shall determine the Put Price,
taking into account such factors as such firm deems appropriate,
9 including the earnings, and other financial information of the
Company for such time period, and expressly including any
10
ongoing contractual payment obligations owed to APICDA JV or
11 any of its Affiliates. The firm shall consider all discounts it deems
in its professional judgment to be appropriate in its determination
12 of the Put Price. The price as determined by the retained firm will
be the Put Price. The fees and expenses of the valuation firm shall
13 be paid one-half by APICDA JV and one-half by Trident (or the
Company, as applicable.)
14
15 19. APICDA notified Trident that it was exercising its Put Right on June 19, 2019.
16 20. Pursuant to the terms of Section 9.1(b) of the Operating Agreement, Trident was
17 required to close on its purchase of APICDA’s 25% interest by September 19, 2019.
18 21. Trident and APICDA agreed that Trident would purchase APICDA’s 25%
19 interest in False Pass Fuel at the same time it purchased APICDA’s interest in False Pass
20 Seafoods through APICDA’s exercise of APICDA’s Put Right.
21
22 VI. THE APPRAISAL

23 22. Trident and APICDA jointly retained the valuation firm Reliant Advisory
24 Services (“Reliant”) to determine the value of the real and personal property of both False
25 Pass Seafoods and False Pass Fuels.
26
ESTOPPEL - 5 (206) 628-6600
(CASE NO. 2:20-cv-01244 )
7180312.1
1 23. Reliant conducted its valuation on July 18, 2019. Reliant determined the value
2 of False Pass Seafoods in accordance with the Uniform Standards of Professional Appraisal
3 Practice, the bylaws of the Appraisal Institute, and the appraisal standards agreed to by
4 Trident and APICDA.
5 24. Reliant determined the appraised value of the operating assets of False Pass
6 Seafoods to be $35 million. Reliant determined the value of the operating assets of False Pass
7 Fuel to be $4 million for a total of $39 million.
8 25. Trident refused to accept Reliant’s valuations of False Pass Seafoods and False
9 Pass Fuels.
10 26. Trident refused to close on the purchase of APICDA’s 25% interest in False
11 Pass Seafoods and False Pass Fuels by September 19, 2019.
12
13 VII. CALCULATION OF THE PUT PRICE
14 27. APICDA and Trident agreed that the non-operating assets of False Pass
15 Seafoods would be valued separately from the operating assets of the company.
16 28. As of July 31, 2019, False Pass Seafoods’ non-operating assets less liabilities
17 were a negative $1,692,000.
18 29. APICDA and Trident agreed that the fair market value for determining the Put
19 Price would be the total of Reliant’s valuation of the operating assets of False Pass Seafoods,
20 Reliant’s valuation of the operating assets of False Pass Fuels , and False Pass Seafoods’ non-
21 operating assets less liabilities. As of July 31, 2018, that value was an aggregate total of
22 $37,308,000.
23 30. APICDA and Trident agreed that APICDA would be liable for a 25% share of
24 the capital expenditures incurred by Trident between January and June 2018. Trident incurred
25 $14,400,000 in capital expenditures
26
ESTOPPEL - 6 (206) 628-6600
(CASE NO. 2:20-cv-01244 )
7180312.1
1 31. Therefore, the Put Price is APICDA’s 25% pro-rata share of $22,908,000, or
2 $5,727,000.
4 VIII. THE VESSELS
5 32. In October 2016, APICDA Vessels held a 50% interest in the F/V Farwest
6 Leader, Official No. 606083.
7 33. In October 2016, APICDA JV held a 50% interest in Barbara J., LLC, an Alaska
8 limited liability company and a 50% interest in the F/V Barbara J, Official No. 648690.
9 34. In October 2016, APICDA JV held a 25% interest in Golden Dawn, LLC, which
10 owned F/V Golden Dawn, Official No. 604315.
11 35. Together, these ownership interests are known as the “Vessel Interests.”
12 36. On October 6, 2016, Trident purchased the Vessel Interests from APICDA
13 pursuant to an Asset and Membership Interest Purchase Agreement. The price paid by Trident
14 for the Vessel Interests was well below the actual market value of those interests.
15 37. Because APICDA was selling its Vessel Interests at a below market price, it was
16 agreed that APICDA would have the contractual right to repurchase the Vessel Interests at the
17 sale price plus accrued interest through April 6, 2018.
18 38. On April 1, 2018, in connection with the formation of False Pass Seafoods, the
19 parties entered into a Membership Interest Purchase Agreement whereby APICDA’s right to
20 repurchase the Vessel Interests was extended to April 6, 2019 (the “Repurchase Option”). The
21 essential terms of the Repurchase Option are as follows:
22 Section 5.03 Vessel Repurchase Extension. The parties agree, on

behalf of themselves and their subsidiaries, that Section 6.2(a) of
23 that Asset and Membership Interest Purchase Agreement, dated as
of October 6, 2016, by and among APICDA Vessels, Incorporated,
24
APICDA JV and Trident is hereby deleted and replaced in its
25 entirety with the following:
26
ESTOPPEL - 7 (206) 628-6600
(CASE NO. 2:20-cv-01244 )
7180312.1
1 In the event either Seller provides Purchaser with notice

(“Repurchase Notice”) at any time during the period
2 beginning on the Closing Date and ending on the thirty (30)
month anniversary of the Closing Date (the “Repurchase
3
Term”), Purchaser shall transfer, sell and assign to Sellers
4 all of Purchaser’s right, title, or interest in or to all (but not
less than all) the Purchased Assets then held by Purchaser
5 (a “Repurchase”). The purchase price for such Repurchase
shall be an amount equal to the Purchase Price plus three
6 and three-quarters percent (3.75%) per annum
compounded monthly, calculated from the Closing Date to
7
the closing date of such Repurchase. This is a right
8 personal to Sellers and may not be assigned or transferred
to any other Person.
9
39. During discussions between APICDA and Trident34 prior to the expiration of
10
the Repurchase Option, APICDA advised Trident that it intended to exercise the Repurchase
11
Option.
12
40. Trident agreed to an open-ended extension of the Repurchase Option and
13
agreed that APICDA’s repurchase of the Vessel Interests would be negotiated concurrently
14
with the resolution of issues relating to False Pass Seafoods.
15
41. Trident reiterated its promise to an open-extended extension of the Repurchase
16
Option in the weeks leading up to the Repurchase Option deadline of April 6, 2019.
17
42. Trident subsequently denied APICDA’s right to repurchase an interest in the
18
vessels.
19
43. Trident is in breach of the Asset and Membership Interest Purchase Agreement
20
by denying APICDA’s right to exercise the Repurchase Option.
21
44. APICDA relied on Trident’s promise that the Repurchase Option deadline
22
would not expire while the parties negotiated the resolution of issues related to False Pass
23
Seafoods.
24
25
26
ESTOPPEL - 8 (206) 628-6600
(CASE NO. 2:20-cv-01244 )
7180312.1
1 45. APICDA is entitled to its expenses, including reasonable attorney’s fees arising
2 out of the breach of any representation or warranty by Trident’s in connection with the Asset
3 and Membership Interest Purchase Agreement.
4 46. Under the terms of the Asset and Membership Interest Purchase Agreement, the
5 rights of the parties are governed by the laws of the State of Washington.
7 IX. FIRST CAUSE OF ACTION: BREACH OF CONTRACT

TRIDENT’S FAILURE TO CLOSE ON ITS PURCHASE
8
47. Plaintiffs reallege and incorporate by reference all the above allegations.
9
48. The Put Right provides that the closing of the Put Sale shall take place no later
10
than three months after APICDA gives notice of its right to exercise the Put.
11
49. APICDA gave Trident notice of its exercise of its Put Right on June 19, 2019.
12
Thus, Trident was required to close the Put Sale no later than September 19, 2019.
13
50. Trident breached the Operating Agreement by failing to close the Put Sale by
14
September 19, 2019.
15
51. As a result of Trident’s breach, APICDA has been damaged in an amount to be
16
determined at trial.
17
18
X. SECOND CAUSE OF ACTION:
19 BREACH OF GOOD FAITH AND FAIR DEALING
20
21
53. All contracts embody an implied condition that the parties will not interfere with
22
each other’s performance, but will cooperate in good faith.
23
54. Trident breached its duty of good faith and fair dealing in the performance of
24
its obligations under the False Pass Seafoods’ Operating Agreement by failing to accept the
25
valuation of the jointly retained valuation firm, Reliant Advisory Services..
26
ESTOPPEL - 9 (206) 628-6600
(CASE NO. 2:20-cv-01244 )
7180312.1
1 55. Due to Trident’s breach of its duty of good faith and fair dealing in the
2 performance of its obligations under the Operating Agreement, APICDA has been damaged
3 in an amount to be determined at trial.
5 XI. THIRD CAUSE OF ACTION: DECLARATORY RELIEF

FALSE PASS SEAFOODS
6
7
57. The fair market value of the operating assets of False Pass Seafoods was
8
determined by the jointly retained valuation firm, Reliant Advisory Services on July 18,
9
2019..
10
58. Trident refuses to abide by the jointly retained valuation firm’s appraised value
11
and has denied APICDA’s right to exercise the Put at the appraised value.
12
59. An actual, present, and existing justiciable controversy has arisen among the
13
parties and APICDA is entitled to a judgment declaring that Reliant’s July 18, 2019 appraisal
14
of False Pass Seafoods is the fair market value of the operating assets of False Pass Seafoods
15
for purposes of determining the Put Price.
16
17
XII. FOURTH CAUSE OF ACTION: DECLARATORY RELIEF
18 FALSE PASS FUELS
19
20
61. APICDA contends that the appraised value for False Pass Fuels as determined
21
by the jointly retained valuation firm, Reliant Advisory Services on July 18, 2019, is the fair
22
market valuation of False Pass Fuel.
23
62. Trident refuses to abide by the jointly retained valuation firm’s appraised value.
24
63. An actual, present, and existing justiciable controversy has arisen among the
25
parties and APICDA is entitled to a judgment declaring that Reliant’s July 18, 2019 appraisal
26
ESTOPPEL - 10 (206) 628-6600
(CASE NO. 2:20-cv-01244 )
7180312.1
1 of False Pass Fuel is the fair market value of the real and personal property of False Pass Fuel
2 for purposes of determining the Put Price.
4 XIII. FIFTH CAUSE OF ACTION: BREACH OF CONTRACT THE VESSELS
5 64. Plaintiffs reallege and incorporate by reference all the above allegations.
6 65. The Repurchase Option provides that APICDA has the right to repurchase the
7 Vessel Interests. Trident refused to allow APICDA to repurchase the Vessel Interests in breach
8 of the Asset and Membership Interest Purchase Agreement.
9 66. As a result of Trident’s breach, APICDA has been damaged in an amount to be
10 determined at trial.
11
12 XIV. SIXTH CAUSE OF ACTION: PROMISSORY ESTOPPEL THE VESSELS
13 67. Plaintiffs reallege and incorporate by reference all the above allegations.
14 68. On multiple occasions, Trident made oral promises to APICDA that the parties
15 would extend the Repurchase Option deadline.
16 69. Trident knew or should have reasonably expected that its promise would cause
17 APICDA to change its position and not exercise its Repurchase Option prior to the deadline.
18 70. APICDA reasonably and justifiably relied on Trident’s promises and changed
19 its position to its detriment, such that it did not exercise its right to repurchase the Vessels
20 Interest before the Repurchase Option deadline.
21 71. Trident did not perform its promise and injustice can be avoided only by
22 enforcement of Trident’s promise.
23 ///
24
25 ///
26
ESTOPPEL - 11 (206) 628-6600
(CASE NO. 2:20-cv-01244 )
7180312.1
1 PRAYER FOR RELIEF
2 WHEREFORE, Plaintiffs APICDA Joint Ventures, Inc. and APICDA Vessels, Inc.
3 pray for relief as follows:
4 1. An award of damages in an amount to be shown according to proof.
5 2. Declaratory relief as requested in herein.
6 3. An award of prejudgment interest at the maximum allowable rate.
7 4. An award of attorneys’ fees and costs pursuant to Alaska Civil Rule 82,
8 pursuant to the agreements, and to the extent allowed by law.
9 5. Permission to amend the pleadings to conform to proof at trial.
10 6. Such other and further relief as the Court may find just and equitable.
11 DATED this 18th day of August, 2020.
12
s/ John G. Young
13 John G. Young, WSBA #12890
Theresa H. Rava, WSBA #53159
14 WILLIAMS, KASTNER & GIBBS PLLC
601 Union Street, Suite 4100
15 Seattle, WA 98101-2380
Telephone: (206) 628-6600
16 Fax: (206) 628-6611
jyoung@williamskastner.com
17 Attorneys for Plaintiff APICDA Joint Ventures,
Inc. and APICDA Vessels, Inc
18
19
20
21
22
23
24
25
26
ESTOPPEL - 12 (206) 628-6600
(CASE NO. 2:20-cv-01244 )
7180312.1

APICDA Lawsuit Against Trident Seafoods

Hochgeladen von

Dokumentinformationen

Originalbeschreibung:

Originaltitel

Copyright

Verfügbare Formate

Dieses Dokument teilen

Dokument teilen oder einbetten

Freigabeoptionen

Stufen Sie dieses Dokument als nützlich ein?

Sind diese Inhalte unangemessen?

Copyright:

Verfügbare Formate

APICDA Lawsuit Against Trident Seafoods

Hochgeladen von

Copyright:

Verfügbare Formate

Case 2:20-cv-01244 Document 1 Filed 08/18/20 Page 1 of 12

7 IN THE UNITED STATES DISTRICT COURT

17 1. Plaintiff APICDA Joint Ventures, Inc. (“APICDA JV”) is a corporation

19 organization known as Aleutian Pribilof Island Community Development Association.

20 2. Plaintiff APICDA Vessels, Inc. (“APICDA Vessels”) is a corporation organized

22 organization known as Aleutian Pribilof Island Community Development Association.

23 3. APICDA JV and APICDA Vessels are collectively referred to as APICDA.

24 4. Defendant Trident Seafoods, Inc. is a corporation organized and existing under

2 and is subject to the jurisdiction of this Court.

4 II. JURISDICTION AND VENUE

7 amount in controversy exceeds $75,000 exclusive of interest and costs.

8 6. Venue is proper in this judicial district pursuant to 28 U.S.C. § 1391 because

10 rise to the claims alleged occurred in this judicial district.

12 III. FACTUAL ALLEGATIONS FALSE PASS SEAFOODS, LLC

5 IV. THE COST OVERRUNS

8 in sole control of the expansion project.

11 Trident actually spent a total of $14,400,000 on the plant expansion.

14 previously undisclosed additional capital expenditures. Under the circumstances, APICDA

17 Agreement of False Pass Seafoods.

19 V. THE PUT RIGHT

22 Seafoods (the “Put Right”) as set forth below:

23 Section 9.1 Put Right.

1 APICDA JV’s Interest at the Put Price, by providing Trident with

22 (c) Put Price. The “Put Price” shall be calculated as a pro-rata

7 (c) . . . APICDA JV and Trident shall jointly retain a recognized

22 VI. THE APPRAISAL

4 Trident and APICDA.

7 Fuel to be $4 million for a total of $39 million.

11 Pass Seafoods and False Pass Fuels by September 19, 2019.

13 VII. CALCULATION OF THE PUT PRICE

17 were a negative $1,692,000.

25 $14,400,000 in capital expenditures

4 VIII. THE VESSELS

6 Leader, Official No. 606083.

10 owned F/V Golden Dawn, Official No. 604315.

17 sale price plus accrued interest through April 6, 2018.

21 essential terms of the Repurchase Option are as follows:

22 Section 5.03 Vessel Repurchase Extension. The parties agree, on

1 In the event either Seller provides Purchaser with notice

3 and Membership Interest Purchase Agreement.

7 IX. FIRST CAUSE OF ACTION: BREACH OF CONTRACT

3 in an amount to be determined at trial.

5 XI. THIRD CAUSE OF ACTION: DECLARATORY RELIEF

2 for purposes of determining the Put Price.

4 XIII. FIFTH CAUSE OF ACTION: BREACH OF CONTRACT THE VESSELS

8 of the Asset and Membership Interest Purchase Agreement.

9 66. As a result of Trident’s breach, APICDA has been damaged in an amount to be

12 XIV. SIXTH CAUSE OF ACTION: PROMISSORY ESTOPPEL THE VESSELS

15 would extend the Repurchase Option deadline.

20 Interest before the Repurchase Option deadline.

22 enforcement of Trident’s promise.

1 PRAYER FOR RELIEF

3 pray for relief as follows:

4 1. An award of damages in an amount to be shown according to proof.

5 2. Declaratory relief as requested in herein.

6 3. An award of prejudgment interest at the maximum allowable rate.

8 pursuant to the agreements, and to the extent allowed by law.

9 5. Permission to amend the pleadings to conform to proof at trial.

11 DATED this 18th day of August, 2020.

Das könnte Ihnen auch gefallen