TJGEM Complaint

Case 1:13-cv-00382-BAH Document 1 Filed 03/22/13 Page 1 of 76
UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA TJGEM, LLC Plaintiff Vs. REPUBLIC OF GHANA, ACCRA METROPOLITAN ASSEMBLY, KWABENA DUFOUR, Ghana Minister of Finance, and ALFRED O. VANDERPUIJE, Accra, Ghana Metropolitan Chief Executive CONTI CONSTRUCTION CO, INC. Defendants COMPLAINT TABLE OF CONTENTS I PARTIES.............................................................................................................2 Cause No JURY TRIAL DEMANDED
II. JURISDICTION..................................................................................................5 III. VENUE .............................................................................................................10 IV. BACKGROUND AND FACTS COMMON TO ALL COUNTS ...................11 V. CLAIMS UPON WHICH RELIEF MAY BE GRANTED..............................42 COUNT I - Misappropriation of Proprietary Work Product ...............................42 COUNT II Tortious Interference With Business Relationship ........................58 COUNT III- RICO & HOBBS Violations...........................................................62 COUNT IV- Fraud ...............................................................................................72 COUNT V Conspiracy to Defraud ...................................................................72 1
COUNT VI - Extortion ........................................................................................73 COUNT VII Wire Fraud ...................................................................................74 COUNT VIII Mail Fraud ...................................................................................74 VI. RELIEF SOUGHT............................................................................................74 VII. JURY TRIAL DEMANDED ............................................................................76
I PARTIES
A.
PLAINTIFFS TJGEM, LLC (TJGEM) is a limited liability company organized and
1.
existing under the laws of the state of Missouri with its principal place of business in the county of St. Louis, Missouri.
B. 1.
DEFENDANTS Defendant Republic of Ghana (Ghana) is a sovereign foreign state
situated on the continent of Africa; it is being sued vicariously based on Tortious conduct of its public officials committed in the course and scope of their duties as public officials of the Republic of Ghana as set forth herein below.
2.
Defendant Accra Metropolitan Assembly (AMA) is a political
subdivision of the Republic of Ghana; it is being sued vicariously based on Tortious conduct of one of its public officials committed in the course and scope of
his duties as the Mayor of the Accra Metropolitan District of the Republic of Ghana as set forth herein below.
3.
Dr. Kwabena Dufour is the Minister of Finance for the Republic of
Ghana, and a resident of the city of Accra, Ghana; he is being sued in his individual capacity for Tortious conduct set forth herein below.
4.
Alfred O. Vanderpuije is the Metropolitan Chief Executive a/k/a
Mayor of the Accra Metropolitan District of the Republic of Ghana. Vanderpuije holds dual citizenship both in the United States, and in the Republic of Ghana, where he is a resident of city of Accra; he is being sued in his individual capacity for Tortious conduct set forth herein below.
5.
Conti Construction Co, Inc., is a general business corporation that is
incorporated and has its principal place of business in the state of New Jersey, at 2045 Lincoln Highway, Edison, NJ 08817. It is also known as or does business as The Conti Group. It is being sued vicariously based on tortious conduct of its agents committed in the course and scope of their duties or employment with Conti as set forth herein below
C.
UNNAMED PLAINTIFFS
Plaintiff complains also on behalf of other directly or proximately injured parties, which injury or damage arises from Defendants' Tortious actions. These
parties are included in accordance with the provisions of FRCP Rule 71. These parties include:
1. a
Members and principals of TJGEM, LLC: Dr. Gideon Adjetey, a resident of the state of Illinois, now residing in
the city of Chicago, who holds dual citizenship in both the Republic of Ghana and the United States of America,
b
Dr. Mark Adjetey, a resident of the state of Maryland, now residing in
the city of Baltimore, who holds dual citizenship in both the Republic of Ghana and the United States of America,
c
Jonathan Adjetey, a citizen of the Republic of Ghana, now residing in
the city of Accra, Ghana,

d
Anthony L. Weaver, a citizen of the State of Missouri, now residing in
St Louis County, Missouri, and

e
Atty. Elbert A. Walton, Jr., a citizen of the State of Missouri, now
residing in the county of St. Louis, Missouri.

2.
Kwame Construction a Missouri general business corporation with its
principal place of business in the city of St. Louis, MO.

3.
Several architectural, engineering and construction firms situated
within the city of St Louis, Missouri with whom TJGEM representatives consulted in order to produce the work product that is the subject of this lawsuit and who
were deprived of their economic expectancy upon the defendants misappropriation of TJGEMs valuable proprietary work product, business plan and sewer redevelopment model.
D. 1.
UNNAMED DEFENDANTS Ebenezer Padi Adjirackor, is the Minister/Commercial Officer, at the
Ghana Embassy, a citizen of the Republic of Ghana and a resident of Washington, DC; if he did not have diplomatic immunity, he would be sued in his individual capacity for Tortious conduct set forth herein below. He is not named as a party defendant only due to the fact that he appears to have diplomatic immunity.
II.
JURISDICTION. The court has jurisdiction under

A. 1. 2.
28 USC Sec. 1332, in that there is complete Diversity of Citizenship The amount in controversy well exceeds the sum of $75,000. The Plaintiff is a limited liability company organized in the State of
Missouri with its principal place of business in the city of St. Louis, Missouri, and thus is a citizen of the State of Missouri, U.S.A.
3.
The Defendants include a foreign state, two of its political
subdivisions, and citizens of said foreign state, who are residents thereof, as specifically set forth herein above.
4.
Defendant Vanderpuije holds dual citizenship in the Republic of
Ghana, where he is a resident of Accra, Ghana, and in the USA, where he last resided in the State of South Carolina.
5.
Defendant Conti Construction Co, Inc. is incorporated in and has its
principal place of business in the State of New Jersey.

B.
28 U.S.C. 1605(a)(2), because the foreign state and its political
subdivisions are not immune from jurisdiction of the court in that:

1.
Plaintiffs' allegations are vicariously against the Republic of Ghana, a
sovereign nation situated on the west coast of Africa, the Accra Metropolitan Assembly, a political subdivision of the Republic of Ghana, and directly against both the Metropolitan Chief Executive of the Accra Metropolitan District, and the Minister of Finance of the Republic of Ghana associated with commercial activity.
2.
Plaintiff's claim is based upon Tortious conduct by said defendants
foreign state, foreign states political subdivisions and officials of both said foreign state and said political subdivisions, (a) associated with commercial activity carried on or in the USA, (b) which was performed in the U.S. in connection with commercial activity outside the U.S, and (c) which was performed outside the U.S., in connection with commercial activity outside the U.S., and which caused a direct effect in the U.S, to wit, (1) conspiratorial fraudulent misrepresentations to induce plaintiff and its personnel to expend time and funds both within the U.S.
and within the Republic of Ghana to (a) produce valuable, confidential and privileged proprietary work product, business plans and redevelopment model for repairs and improvements to the sewer system in the city of Accra, Ghana, and (b) secure financing for said sewer project through the Export-Import Bank of the United States, (2) malicious failure to deal with the plaintiff in good faith and fairly when defendants solicited plaintiff to produce said valuable proprietary work product, to secure said financing, and to deliver said valuable proprietary work product, business plan and redevelopment model to the defendants, (3) misappropriation of plaintiffs valuable proprietary work product, business plan and redevelopment model to defendants economic benefit and the economic detriment of plaintiff, and (4) fraud, conspiracy to defraud, racketeering and corrupt practices in an attempt to extort, induce and coerce plaintiff to pay bribes and kickbacks to foreign officials in order to be awarded a contract for repair of said sewer system in the city of Accra.
C.
28 USC 1331, in that several of the claims arise under the laws of
the United States:

1. 2.
18 USC 1962 (RICO) 18 USC 1964(a), Plaintiffs aver on information and belief, and upon
reasonable investigation and research that Federal RICO laws, 18 USC 19611968 do not frustrate the goals of any laws in either the State of Missouri, the State
of Illinois, the State of Maryland, or any other state from which goods or services may have been employed, utilized, expended or exported in the production of the work product that is the subject of this action.
3.
15 USC Sec. 78dd-1, et seq. (FCPA) alleged as a predicate act under
RICO. The Foreign Corrupt Practices Act of 1977, as amended, 15 U.S.C. 78dd-1, et seq. ("FCPA"), was enacted for the purpose of making it unlawful for certain classes of persons and entities to make payments to foreign government officials to assist in obtaining or retaining business. Specifically, the anti-bribery provisions of the FCPA prohibit the willful use of the mails or any means of instrumentality of interstate commerce corruptly in furtherance of any offer, payment, promise to pay, or authorization of the payment of money or anything of value to any person, while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly, to a foreign official to influence the foreign official in his or her official capacity, induce the foreign official to do or omit to do an act in violation of his or her lawful duty, or to secure any improper advantage in order to assist in obtaining or retaining business for or with, or directing business to, any person.
4.
18 USC 1951 (Hobbs), the allegations contained herein constitute a
matter which affects Interstate Commerce, and presents a condition of "complete
diversity of citizenship"; the matter, therefore, falls within Federal Jurisdiction, and specifically again under 18 USC 1951(b)(3) of the Hobbs Act.
5.
Plaintiffs allegations of violations of RICO, the Hobbs Act and the
Foreign Corrupt Practices Act are substantially based on the acts or actions of Defendant Alfred O Vanderpuije, a US citizen and the Accra Metropolitan Chief Executive; he is being held responsible for violation of said Acts both as a citizen of the United States and as a foreign official of the Republic of Ghana. All other defendants are alleged to violate said federal statutes by knowingly or recklessly acting in concert with Defendant Vanderpuije or by breaching their duty to supervise Defendant Vanderpuije, to monitor his corrupt practices and to assure that he was not engaged in corrupt practices, and in so failing they engaged in, facilitated and/or promoted the criminal enterprise.
6.
There are no states in which any of the acts complained of occurred
with RICO provisions.

7.
There is relevant Federal law regarding patterns of racketeering
activity, RICO, and specifically also with regard to mail and wire fraud, 18 U.S.C 1341 and 18 U.S.C 1343 respectively, as well as extortion, (Hobbs), and bribery of foreign officials and extortion by foreign officials prohibited by the Foreign Corrupt Practices Act of 1977, as amended, 15 U.S.C. 78dd-1, et seq. ("FCPA").
III.
VENUE
A.
Pursuant to 28 USC 1391(b), Venue in General. A civil action
may be brought in
1.
a judicial district in which any defendant resides, if all defendants are
residents of the State in which the district is located;

2.
a judicial district in which a substantial part of the events or omissions
giving rise to the claim occurred, or a substantial part of property that is the subject of the action is situated; or
3.
if there is no district in which an action may otherwise be brought as
provided in this section, any judicial district in which any defendant is subject to the courts personal jurisdiction with respect to such action.
B.
The U.S District Court of the District of Columbia is the most
appropriate venue in this matter, in that:

1.
Defendant Conti resides in New Jersey, and the foreign defendants are
residents of the Republic of Ghana, and thus none of the foreign defendants reside in any judicial district within the USA, its possessions or territories,
2.
a substantial part of the events or omissions giving rise to the claim
occurred in the District of Columbia, to wit, the financing of the sewer project which is the subject of this action through the Export-Import Bank of the United
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States, the signing of the memorandum of understanding, and Tortious fraudulent misrepresentations and misappropriation of plaintiffs work product.
3.
There is no district in which this action may otherwise be brought as
provided in 11 USC Section 1391, and all of the defendants are subject to the courts personal jurisdiction in that defendants engaged in significant acts and omissions, related to the claims asserted herein, within the USA, as more specifically set forth below.
IV.
BACKGROUND AND FACTS COMMON TO ALL COUNTS The following facts and allegations are common to and incorporated by
reference into all of the Counts of this Complaint: 1. The Republic of Ghana is a sovereign nation situated along the coast
of central West Africa. It is governed by a popularly elected President, in its executive branch, and its legislative branch is organized under the parliamentary form of government. 2. The Republic is divided into ten (10) administrative regions and the
regions are subdivided into one hundred ten (110) districts, of which three (3) are metropolitan districts and four (4) are municipal districts. One of the Regions is named the Accra Region and one of the districts of the Accra Region is named the Accra Metropolitan District which is the capital of Ghana and is home to some 4.5 million residents.
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3.
The President appoints several cabinet level ministers and other
executive branch officials to administer the government both at the central, regional and district levels of government. 4. In 2009, Alfred O. Vanderpuije, was appointed Metropolitan Chief
Executive (Mayor) of the Accra Metropolitan District by the President of Ghana and said appointment was ratified by the Accra Metropolitan Assembly. 5. 6. In 2010, Mayor Vanderpuije, visited Chicago, Illinois. Chicago is the home of Dr. Gideon Adjetey, DBA, CPA, a native born
Ghanaian citizen who is also a naturalized citizen of the USA. 7. Dr. Adjetey was born in Ghana and spent his childhood up through
completion of his secondary education in Ghana. 8. Dr. Adjetey and the Mayor were school mates and became friends
while attending school together. 9. Both Dr. Adjetey and Mayor Vanderpuije received their college or
university education in the USA, remained in the USA upon completion of their education in the USA, became citizens of the USA, and remained in contact and friends over the years. 10. Therefore, upon the Mayors visit to Chicago, he telephoned Dr.
Adjetey and they visited with each other while the Mayor was in Chicago.
12
11.
The Mayor advised Dr. Adjetey of various business opportunities in
Accra, and invited Dr. Adjetey to come to Accra to explore potential infrastructure development projects that might be awarded to a Development company with whom Dr. Adjetey might be affiliated. 12. Dr. Adjetey contacted Elbert Walton, an attorney in St. Louis,
Missouri, whom he had met when they both worked for the same client, and inquired as to any interest Atty. Walton might have in forming a partnership with Dr. Adjetey and establishing an infrastructure development company that could do business in Ghana. 13. Atty. Walton expressed an interest and solicited Anthony Weaver,
whom Dr. Adjetey had also met while in St. Louis, to be a partner in the business venture. 14. Dr. Adjetey recruited his two brothers, Dr. Mark Adjetey, D.Pharm,
who like Gideon Adjetey, had come to the US to receive his university education and remained therein and became a US citizen, and Jonathan Adjetey, a Ghanaian business man, who, unlike his brothers, did not move to the US, but remained in Accra, Ghana. 15. Walton, Weaver and the Adjetey brothers formed TJGEM, LLC, as an
international infrastructure development company.
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16.
TJGEM was organized to advance a Marshal Plan type Initiative,
Business Plan and Model for infrastructure redevelopment in Sub-Saharian African Countries by African American business persons in partnership with Sub-Saharian Africans, and pursuant thereto, TGJEM developed a valuable proprietary work product, business plan and operational model for the financing and redevelopment, reconstruction and improvement of the infrastructure of underdeveloped SubSaharian African nations, and the general overall development, improvement and economic growth of African Countries while concurrently improving the business and employment opportunities of US citizens and particularly African-Americans through exporting US manufactured products, goods and supplies and employment of US personnel on said projects. 17. In order to meet its purpose and objectives, TJGEMs representatives
met with various architectural, engineering, construction, and project and construction management companies to explore their interest and qualifications toward forming either a joint venture or serving as subcontractors on infrastructure development projects in Ghana. 18. In January, 2011, at the invitation of Mayor Vanderpuije, Walton, as
General Counsel, and Gideon Adjetey, as Ghana Projects General Manager, and as representatives of TJGEM, LLC, at great expense of time and funds, then flew from the United States of America to Accra, Ghana to meet with Mayor
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Vanderpuije to explore and discuss potential infrastructure redevelopment projects on which TJGEM might be employed by the Accra Metropolitan Assembly as a Development Company. 19. The TJGEM representatives intended to also talk with various other
governmental officials of Ghana, during said visit, in order to explore and determine their needs and interest in infrastructure development or redevelopment projects. 20. The first public official to be visited by the TJGEM team was Mayor
Vanderpuije. 21. Upon arrival in Accra, Dr. Adjetey contacted a Ghanaian friend of his,
Chandiram Vasnani, who is a professional engineer and a resident of Accra, to discuss potential infrastructure projects that TJGEM should seek to develop for the Republic of Ghana and the city of Accra as well as to identify various public officials that had authority to contract with individuals or entities for such infrastructure projects. 22. Ghana has two annual seasons, dry and rainy. During the rainy season,
the country is subject to flooding as a result of major rain storms, which flooding often results in loss of lives and destruction of property. 23. Vasnani met with Dr. Adjetey and Atty. Walton and advised them that
the city of Accra suffered heavy losses of lives and property during the rainy
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season from flooding, during rain storms, due to the inability of the sewer system to effectively and efficiently drain away the storm water. He thus expressed a need for reconstruction of the sewer system in Accra in order to alleviate the flooding problem. 24. Vasnani then accompanied the TJGEM team to meet with the Mayor
of Accra, Alfred Vanderpuije, in his office at the city hall, to explore potential infrastructure projects that TJGEM might develop through contract with the city of Accra. 25. During the meeting with the Mayor, Vasnani repeated his opinion of
the need for reconstruction of the sewer system in Accra to prevent flooding and the heavy loss of lives and property. 26. The Mayor enthusiastically agreed with Vasnani that there was a dire
need to reconstruct the sewer system and emphatically solicited TJGEMs representatives to prepare a proposal for reconstruction of the sewer system to alleviate the flooding problem. 27. The Mayor represented to TJGEM that he had executive authority to
solicit such a proposal and that the Accra Metropolitan Assembly had the power to enter into a contract with TJGEM, LLC to reconstruct the sewer system of Accra.
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28.
He furthermore represented that as the Metropolitan Chief Executive,
he had the loyal and strong support of the Accra Metropolitan Assembly (AMA) to enter into a contract with TJGEM to reconstruct the sewer system. 29. The Mayor then requested that TJGEM schedule a date in which they
could return from the USA to Accra with an U.S. engineer to survey the sewer system and flood plains and to present a formal contract between the AMA and TJGEM that could be adopted by the Accra Metropolitan Assembly. 30. The Mayor also represented that he had a relationship with a U.S.
bank, which was going to finance the construction of a mass transit system in Accra, and that he could secure funding from said banks officials to finance the sewer project as well. 31. In order to give credence to his representations and as an inducement
for TJGEM to pursue the sewer project, the Mayor showed the TJGEM team a proposal for the construction of said mass transit system along with information on the bank that he alleged would finance the transit system project. 32. TJGEMs representatives advised the Mayor that they would return
with the engineer and furthermore advised the Mayor of their intention to meet with other Ghanaian public officials to explore other potential infrastructure projects.
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33.
The Mayor responded that there was heavy competition among the
various governmental officials of Ghana for public funding of projects and that he would like to avoid any competition from any other projects; he thus urged and induced TJGEM to focus solely on the sewer project and to make no effort to meet any additional public officials in Ghana or explore any additional infrastructure projects with any other Ghanaian public officials by representing to and assuring TJGEMs representatives that the AMA would enter into a contract with TJGEM for the sewer project. 34. The Mayor represented to TJGEMs principals that there would be no
competitive bidding on the sewer project, that he had the ultimate authority to select the developer on the project, and that TJGEM would be the exclusive and only company invited to present a sewer project proposal, and that TJGEM would be awarded a contract, by the AMA, once an engineering study had been completed and the Mayor and TJGEM reached an agreement on the contractual terms. 35. As a result of the inducement, assurances and representations
provided by the Mayor of Accra that the AMA was going to enter into a contract with TJGEM on the sewer project, and with an expectation that the Mayor was negotiating and dealing with TJGEM in good faith and fairly, TJGEMs representatives were induced by the Mayors representations to forego meeting
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with any other public officials in Ghana and to explore additional developmental and economic opportunities or additional infrastructure development economic opportunities that may have been available to them through the Republic of Ghana and its political subdivisions. 36. 37. TJGEMs representatives then returned to the USA. Pursuant to the representations of the Mayor that a contract to
redevelop the sewer system in Accra would be awarded to TJGEM, TJGEM and its principles did thereafter invest valuable professional time and funds to generate a work product, business plan and operational model as to said sewer project that may be presented to the Mayor. 38. TJGEM representatives, with a great expenditure of time and money,
met with various financiers, consultants, architects, engineers, general contractors and construction management companies to discuss the sewer project and determine both their interest in such a project as well as their qualifications and ability to provide professional services for such a project. 39. The sewer system in the St. Louis, Missouri, USA, metropolitan area
is administered by an entity entitled, the Metropolitan Sewer District of St. Louis. 40. Thus, TJGEMs personnel also met with and visited Sewer District
personnel and reviewed sewer district documents in order to gather comparable information, as to a modern sewer system, that might be employed to prepare a
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proposal for reconstruction of the sewer system in Accra, including a basis of determining the cost thereof, as well as the means to finance the construction, operation and maintenance of a sewer system. 41. TJGEM determined that as a developer, the first subcontractor that
must be employed on such a project was a project program and construction manager; thus one of the companies that TJGEM interviewed and consulted with, as to said sewer project, was Kwame Construction Company, a project and construction management firm located in St. Louis, Missouri, USA. 42. Included in the meeting was Anthony Thompson, President of the
company, Craig Lucas, a Vice-President of Kwame and other staff personnel of Kwame, including an engineer who had international infrastructure projects experience. 43. Thompson, Lucas and the other staff personnel of Kwame are
professional engineers licensed in the state of Missouri, USA. 44. TJGEM related to Kwames principals the communications that had
been had with Mayor Vanderpuije and the opportunity to reconstruct the sewer system in Accra and the need for Kwame to send one of its engineers to Accra to review the project and to make recommendations to the Mayor of Accra as to how the flooding problem might be alleviated.
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45.
Kwame, which has a national presence throughout the United States,
advised that it thought it was a great economic opportunity to expand its business into the international market and agreed to dispatch Craig Lucas to Accra to survey the sewer system and make a preliminary recommendation to the Mayor as to the sewer project. 46. TJGEMs general counsel, in consultation with these various
architects, engineers, construction managers, general contractors and sewer district personnel, as well as by reviewing various documentation provided by these sources, prepared, at great expense in professional time and money, a preliminary proposal and contract with attachments to be presented to the Mayor in Accra, subject to being modified or revised once an engineering survey of Accra had been completed and the Mayor or his staff had reviewed same. 47. In March, 2011, TJGEM at great expense of time and money, sent a
team of legal, financial and engineering professionals to visit the Mayor of the city of Accra with the expectation that the AMA would enter into an agreement for TJGEM being engaged to build and repair the sewer system in Accra in order to minimize flooding and to save both lives and property as well as reduce the health risks from the open trench sewer system currently in use in the city of Accra. 48. The team included Walton and Gideon Adjetey, of TJGEM, and
Lucas of Kwame.
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49.
Mark Adjetey of TJGEM, also traveled with the team to provide
liaison and marketing assistance on the project. 50. Upon arrival in Accra, Walton, Lucas, Gideon Adjetey and Mark
Adjetey met with the Mayor of Accra in his city hall office to discuss the sewer project and to present a proposed ordinance and contract with attachments including a project summary to the Mayor. 51. TJGEMs team was directed by the Mayor to discuss the project with
his staff of engineers, city manager, and city attorney (city solicitor). 52. The Mayor directed the city solicitor to review the proposed contract;
in addition, the Mayor directed various city employees or personnel to work with the TJGEM team to determine the scope of the sewer project. 53. The TJGEM team met with the City Manager and various city
engineers and personnel to review any existing sewer system documentation, surveys and maps and to arrange for a visual survey of the existing sewer system, as well as to view the waterways, rivers, streams, creeks, and flood plains in Accra. 54. Lucas, Gideon Adjetey and Mark Adjetey, accompanied by said
various staff engineers and personnel of the AMA, visually surveyed the existing sewer system in Accra and viewed various waterways, streams, creeks, rivers and flood plains in Accra; while Walton negotiated with the city solicitor on a contract
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to be entered into between TJGEM and AMA for the reconstruction project, as well as an Ordinance to be enacted by the AMA for adoption of the contract. 55. After the TJGEM and Kwame team surveyed the flood plains, sewer
systems, creeks, streams and rivers in the city of Accra, TJGEM again discussed its proposal to the Mayor to reconstruct the sewer systems within the Accra Metropolitan District in order to control, alleviate and minimize any flooding that may be caused by storm rainwater as well as to eliminate the health hazards caused by the open trench sewer systems currently employed in Accra. 56. Upon Lucas completion of the sewer system and waterways survey
and discussions with various staff or personnel of the AMA, Walton met with Lucas to finalize a proposed contract which would give a detailed description of the project and the cost thereof; and, thereafter, Walton also met with the city solicitor and various AMA staff or personnel to revise and modify the contents or terms of a contract that had been previously submitted to the city solicitor. 57. The city solicitor and Walton then tentatively agreed upon the terms
of a contract for the sewer project to be entered into between TJGEM and the AMA, that should be submitted to the Mayor for presentation to the AMA, which estimated the maximum cost to alleviate flooding through reconstruction of various phases or parts of the sewer system, in the city of Accra, at $500,000,000.
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58.
It was determined that the sewer system project would not be limited
to dispersing storm water, but that it would be a combination waste water removal system as well. 59. It was also determined that upon completion of the project, user fees
could be imposed to pay for the operation and maintenance of the system as well as to recoup its initial construction costs, in part if not in whole. 60. The contract was then presented to Mayor Vanderpuije who agreed to
the scope and terms thereof and represented to TJGEM that he would present the contract to the AMA for its approval; and that he would advise TJGEM thereof after said contract was adopted by the AMA. 61. The Mayor assured TJGEM that the AMA would adopt the contract in
that he had the full support of the AMA and thus they would vote for the contact upon his recommendation that they vote for same. 62. TJGEM advised the Mayor that once the contact was signed, TJGEM
would seek the appropriate financing for the project. 63. TJGEM representatives thereafter met with a potential financial
source to discuss potential financing of the project. 64. A few days later, the Mayor requested the TJGEM team to meet with
him in the park grounds of Kwame Circle. 65. Kwame Circle is located in a busy and noisy area of the city.
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66.
Although it contains park grounds, it is not a park which hosts
visitors; thus, the only persons in the park at the time TJGEMs representatives were there was the Mayor, a few of his aides, and persons who had need to discuss official business with the Mayor or who were petitioning the Mayor for aid, assistance, or support for some project, issue, or privilege. 67. While having a private discussion about the sewer project with the
Mayor in Kwame Circle, outside of the presence of his aides and others who were present in the park, the Mayor stated that those public officials who would be involved in the approval process for the sewer project would expect that he would be paid bribes or kickbacks for support of the project and that he would share said bribes and kickbacks with said public officials in order to receive their support for the project. 68. None of the members of the TJGEM team were receptive to his
suggestion or intimation that TJGEM must pay bribes and kickbacks in order for TJGEM to be awarded the sewer project contract, but stated emphatically that TJGEM would not be a party to any such corrupt practices, and simply inquired as to any additional information that he may need from TJGEM about the scope and cost of the project as well as the valuable proprietary project work product that had been submitted to him.
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69.
The Mayor advised that he was not in need of any additional
information from TJGEM and the meeting ended with the understanding that Dr. Gideon Adjetey would remain in Ghana to sign the contract for TJGEM upon the adoption thereof by the AMA. 70. The Mayor thereafter began to meet privately in the park with other
individuals who had problems or issues that needed to be addressed or solved by the Mayors intervention. 71. 72. The TJGEM representatives then left the park. Walton and Lucas then returned to the USA to await word from the
Mayor or Gideon Adjetey as to the AMAs adoption of the contract. 73. Dr. Gideon Adjetey remained in Accra to work with the Mayor on the
adoption of the contract by the AMA. Several weeks passed, without the contract being passed, and Dr. Adjetey returned to the USA to await word from the Mayor as to adoption of the contract by the AMA. 74. In March, 2011, the Mayor visited Atlanta, Georgia, USA, and had
discussions with Dr. Adjetey about the progress of the adoption of the sewer project by the AMA. 75. He once again assured Dr. Adjetey that the contract would be passed
by the AMA.
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76.
Dr. Adjetey, thereafter, periodically called the Mayor in Accra for an
update, and would be advised that the contract would be adopted by the AMA and signed in the near future; however, no contract was ever signed. 77. The Mayors representations to TJGEMs representatives that the
AMA had the power to enter into a contract and to finance the sewer project were false and fraudulent. 78. After further research, TJGEMs general counsel determined that
under the Republic of Ghanas governing system, only the central government could contract for and finance the sewer project or any other such project, in that political subdivisions in the Republic of Ghana are not granted power under its constitution and statutes to enter into contracts nor to borrow funds; rather, under Ghanas constitution and statutes, the central government borrows funds and the central government by and thorough its cabinet level members enter into contracts, subject to the approval of parliament. 79. The cabinet level official that had the power to enter into the sewer
project contract is the Minister of Finance, subject to being adopted and approved by the Ghanaian parliament and President. 80. Since TJGEMs general counsel had served in the Missouri General
Assembly for fourteen years, he was familiar with drafting legislation, and therefore, he drafted and submitted proposed legislation to the Mayor for
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submission to the Ghanaian parliament that would allow the AMA to enter in the sewer project contract and to issue bonds to finance the project similar to bonding provisions under various federal, state and local laws in the U.S; however, nothing was done with said legislation, nor said contract and nothing was heard from the Mayor of Accra until October, 2011. 81. In October, 2011, Jonathan Adjetey, advised TJGEM members that
there had been a major rainstorm in Ghana that had caused millions of dollars of property damages and a heavy loss of lives, especially within the city of Accra. He suggested that the Accra Sewer Project may now be of interest to the central government, in that the President of Ghana had announced the alleviation of flooding as a priority of his government. Jonathan suggested that TJGEMs proposal be presented to various Ministers in the central government, including the Minister of Finance, as well as re-presented, once again, to the Mayor of Accra. 82. At about the same time, discussions about the flooding problem were
had between the US Ambassador in Ghana and the Mayor of Accra as well as other Ghanaian officials. During said discussions, the Mayor advised the U.S. Ambassador of TJGEMs March, 2011 visit with him and his staff, and TJGEMs proposal to reconstruct parts of the sewer system to alleviate the flooding in Accra. 83. After said discussions, a telephone call was had to Elbert Walton in
the USA from the Mayor from Ghana advising of the discussions with the US
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Ambassador and Embassy personnel and inviting TJGEM to return to Accra to explore once again the possibility of TJGEM reconstructing the sewer system in Accra to alleviate the flooding problem. 84. Based on the prior misrepresentations of Mayor Vanderpuije as to his
and the AMAs authority and power to enter into contracts and to fund same, and the statements made by the Mayor in the Kwame Circle about paying bribes to public officials in order to get them to support the project, Walton was skeptical about the project and determined not to expend any additional funds and time on that project as the Mayor and the AMA still did not have borrowing or contracting power under Ghana law and the TJGEM team was not going to be party to any payoffs or corruption in the awarding of a contract. 85. Even so, Walton courteously advised the Mayor that he would discuss
the matter with the principals of TJGEM. 86. Soon thereafter Waltons conversation with the Mayor, Ms. Heather
Byrnes, the commercial officer in the US Embassy, called Walton and advised Walton that the Mayor had reported to the Ambassador and other Ghanaian officials during a meeting that TJGEMs had previously submitted a proposal to the Mayor to reconstruct the sewer system to alleviate flooding within Accra. 87. Ms. Byrnes advised that the US Ambassador was interested in
assisting Ghana with the Accra sewer reconstruction project, and was especially
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enthused that a US company might be employed by Ghana to complete the project, in that China had penetrated the Ghanaian market and it was important not only to the health, welfare and safety of the Ghanaians that the sewer project be completed but it was beneficial to the US economy for a US business to be employed to complete the project. 88. Walton decided since the US Ambassadors office was now involved
in the project as well as the Ghanaian central government, there was a strong probability that a contract would be signed between TJGEM and the Republic of Ghana to complete the sewer project and thus it was in TJGEMs principals best interest to once again expend funds and time to return to Accra to discuss the project and to present the proposal to the central government of Ghana. 89. Walton then advised the principals of TJGEM of these developments
and arranged to revisit Accra to meet with Ms. Byrnes, the Mayor and any other public officials requisite to the project being adopted and a contract entered into between the government of Ghana and TJGEM. 90. Walton then revised the work product for the sewer project as a
contract between the Republic of Ghana and TJGEM. 91. In December, 2011, Walton, Gideon Adjetey, and Weaver, as
representatives of TJGEM, flew to Accra, Ghana at great expense in time and funds.
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92.
After arrival in Accra, Walton, Weaver and Gideon Adjetey, were
joined by Jonathan Adjetey, and met with Ms. Byrnes to be briefed on the Ambassadors offices position on the project as well as to any position held by the Ghana government on the project and to be advised as to what steps were needed to be taken to secure both a contract and funding for the sewer project. 93. Ms. Byrnes advised that the US Ambassadors office was supportive
of the project as well as the Ghanaian government and urged TJGEM to seek funding through the Export-Import Bank of the United States (Ex-Im Bank) for the project. 94. The Ex-Im Bank provides both direct commercial loans and
guaranteed commercial loans to facilitate US exports to foreign countries. 95. Said loans are provided directly to US businesses as well as to
customers of US businesses. 96. The purpose of said loans is to promote US exports of goods, services,
and materials and the employment of US personnel in the process. 97. All loans awarded by the Ex-Im Bank are contingent upon the
borrower importing US goods and services. 98. The Ex-Im Bank issues Letters of Interest to US businesses which
indicate the Banks willingness to provide financing for a given export transaction.
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99.
Ms. Byrnes advised TJGEM that if the Ex-Im Bank would issue a
Letter of Interest to TJGEM providing tentative financing for the sewer project, the central government of Ghana would adopt the project. 100. She advised that upon receipt of such a Letter of Interest, that TJGEM could meet with the Minister of Finance and other central government officials to finalize the contract on the project. 101. She advised that the Minister of Finance and other public officials would enter into a contract for such a project only if the financing for the project was included in the proposal; and moreover, securing of financing for the project, ordinarily, guaranteed that the government would enter into a contract for completion of the project. 102. Ms. Byrnes advised TJGEMs representatives that Ghana had reached its debt ceiling under the International Monetary Funds guidelines but that said debt ceiling was going to be raised sometime in early 2012 and thereafter the ExIm Bank may issue such a Letter of Interest. 103. Walton, Weaver and Gideon Adjetey followed up the meeting with Ms. Byrnes by meeting with Mayor Vanderpuije. 104. They advised the Mayor that TJGEM had modified the business plan and model and sewer project contract that was proposed to be entered into between
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TJGEM and the AMA to be a contract between TJGEM and the Republic of Ghana. 105. They further advised him of the possibility of the project being financed by the Export-Import Bank of the US entering into an agreement with the Republic of Ghana to fund the project. 106. They advised him that they would seek to broker an agreement between the Export-Import Bank and Ghana to finance the project, if the Mayor would lend his support to the project with the Minister of Finance. 107. Mayor Vanderpuije represented to TJGEMs representatives that not only was he in support of the project, but that the President of Ghana and the Minister of Finance were both in support of the project. 108. He outlined what he purported to be the process to gain execution of a contract for the project between Ghana and TJGEM. 109. He advised that the project had to be supported by him as Mayor of Accra, and presented to the Minister of Finance who would then in turn present it to the President and Parliament. 110. He represented to TJGEM that no project would be considered by the Minister of Finance or the central government for the city of Accra, unless it had his support, since he was the Chief Executive for Accra.
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111. He assured the TJGEM delegation that he continued to be supportive of the project and would present the project to the Minister of Finance if TJGEM was able to get financing for the project. 112. He requested that TJGEM seek funding of the project from the Export-Import Bank and advised that once TJGEM secured a Letter of Interest from the Ex-Im Bank, it should return to Accra to meet with him, and the project then would be presented to the Minister of Finance with his support for approval. 113. He reminded them of his conversation in Kwame Circle and stated that several unnamed government officials would have to be taken care of for the contract to be signed. 114. TJGEMs representatives responded once again that it would not be a party to any corrupt practices, and instead simply advised the Mayor that they would get back to him on the project once they secured financing from the Ex-Im Bank. 115. They requested that he provide to TJGEM a letter of commitment or support for the project to show a good faith commitment to TJGEM in that TJGEM had been and was continuing to invest substantial time and funds on the project and its work product.
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116. He represented to and assured TJGEMs representatives that a letter of support and commitment to the sewer project and employment of TJGEM thereon would be forthcoming from his office in the near future. 117. Thereafter, a letter was sent by Sam Ayeh-Datey for Mayor Vanderpuije to Gideon Adjetey in support of the project and requesting that TJGEM seek funding from the Ex-Im Bank for the project. 118. On or about December, 2011, Walton, Weaver and Gideon Adjetey then returned to the USA. 119. Thereafter, Walton, as General Counsel of TJGEM, drafted and, employing the US Postal Service, mailed an application for a Letter of Interest to the Export-Import Bank of the United States. 120. Said application requested the Bank to issue a letter indicating that it was willing to finance a loan to the Republic of Ghana in the sum of $587,937,500 to finance the sewer project upon Ghana entering into a contract with TJGEM as developer of the project. 121. Furthermore, since both Kwame and TJGEM were businesses located in St. Louis, Missouri, USA, and it is the public policy of US officials to promote foreign trade and exports by US companies, Walton and Weaver sought and received the support of US Congressman William Lacy Clay, Jr., of St Louis,
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Missouri, for the project who then sent a letter to the Ex-Im Bank in support of the bank issuing a Letter of Interest to TJGEM. 122. Pending a decision on the application for a letter of Interest, Weaver and Walton determined to fly back to Accra to have further discussions with Ms. Byrnes and to be introduced to the Minister of Finance and any other government officials that she deemed important to finalize the sewer contract. 123. Walton and Weaver as representatives of TJGEM, at great expense in time and money, thus returned to Ghana in February, 2012. 124. Soon after arriving in Accra, Walton received a Letter of Interest by email from the Ex-Im Bank advising that it was willing to finance a loan to Ghana for the financing of the sewer project contract between TJGEM and Ghana in the sum of $587,937,500. 125. The Letter of Interest terms required that a formal contract be executed between TJGEM and Ghana and that a formal application for Ghana to receive said loan be submitted to the Ex-Im Bank by TJGEM. 126. Walton immediately emailed a copy of the Letter of Interest to TJGEMs principals for their information and advice. 127. Gideon Adjetey then forwarded said Letter of Interest to Mayor Vanderpuije by email for his edification and action.
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128. In addition, Weaver, Walton and Jonathan Adjetey then presented said Letter of Interest to Ms. Byrnes who forwarded by courier same to the Minister of Finance along with a letter of introduction with a request that the Minister meet with TJGEMs representatives while they were present in Accra to discuss the project. 129. Walton and Weaver then telephoned Darryl Piggee, Chief of Staff in Congressman Clays office and advised him of the fact that the Letter of Interest had been received, and requested his assistance in arranging a meeting with the Minister of Finance while they were in Ghana. 130. Piggee telephoned the Ghanaian Embassy in Washington, DC to arrange for such a meeting in Accra and talked with Mr. Ebenezer Padi Adjirackor, the Minister/Commercial Officer in the Embassy. 131. Mr. Adjirackor telephoned Jonathan Adjetey in Ghana to discuss the matter and confirmed his conversation with Jonathan by email. 132. He requested a copy of the proposal for the sewer project and the Letter of Interest so that he could forward it on to the Minister of Finance. 133. He further advised that the Minister of Finance would be in The Washington, DC, the next week and would meet with TJGEMs representatives to discuss the matter in Washington, DC.
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134. Jonathan emailed a copy of said email to Walton and the other principals in TJGEM. 135. Based on Mr. Adjirackors representations that a meeting was being arranged between TJGEM and the Minister of Finance in Washington, DC, and that the Minister required a copy of the Letter of Interest and the Project Summary, prior to said meeting, Walton then emailed a summary of the project along with the Letter of Interest issued by the Ex-Im Bank to Mr. Adjirackor and requested that Mr. Adjirackor provide the exact date and time as well as the amount of time that TJGEMs representatives could meet with the Minister so that they could provide a presentation to the Minister within the time frame allotted. 136. Weaver telephoned Mr. Piggee and advised him of the communications with Mr. Adjirackor and thanked him for his assistance in arranging the meeting with the Minister of Finance. 137. In the meantime, Gideon Adjetey kept the Mayor informed of developments by telephone from the USA to Ghana. 138. At Gideon Adjetey and Jonathan Adjeteys request, Walton and Weaver then met with Mayor Vanderpuije and personally delivered another copy of the Letter of Interest to him along with a letter thanking him for his assistance and requesting that he draft a letter of support for the sewer project and present it to the Minister of Finance.
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139. Mayor Vanderpuije represented to Weaver and Walton that he would submit such a letter of support of the sewer project to the Minister of Finance; however, he again stated that the contract would only be signed after unnamed government officials were taken care of. 140. Walton and Weaver requested that he be specific as to how said officials were to be taken care of to which he responded, You know the game! 141. Walton then responded that he was not going to play any games, but that he would make his best efforts to secure the financing so that a contract could be signed between TJGEM and Ghana and the sewer project completed. 142. They furthermore advised him that in the interim they would be returning to the US to await word of the signing of the contract. 143. Upon returning to the US, Walton and Weaver telephoned Mr. Piggee of Congressman Clays office and advised him that the Minister of Finance as well as the President of Ghana would be in the US for a week and suggested that in addition to meeting with the Minister of Finance that TJGEMs principals would also like to meet with the President of Ghana. 144. Clays Chief of Staff, Darryl Piggee, advised that he was in telephone communication with Mr. Adjirackor and that he would advise TJGEM as to the date and time of the meeting with the Minister of Finance once Mr. Adjirackor notified Mr. Piggee of said date and time.
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145. He furthermore advised that if a meeting with the President of Ghana could be arranged, he would arrange that meeting as well. 146. Mr. Adjirackor never advised neither Mr. Piggee, Jonathan Adjetey nor Elbert Walton as to the date and time that they could meet with the Minister of Finance, and, in fact, no such meeting ever occurred despite the representations of Mr. Adjirackor that such a meeting was being scheduled, and the fact that TJGEM submitted its work-product to Mr. Adjirackor for the Minister to review in reliance on his representation that he needed said work-product in preparation for any meeting with the Minister of Finance. 147. After arrival in St Louis, Walton and Weaver convened a meeting of various St Louis based project and construction managers, architects, engineers and contractors and advised them of the impending meeting with the Minister of Finance and their expectation that the sewer project contract would be signed by the Minister, the Ex-Im Bank would finance the project and thus that TJGEM would thereafter, with Kwame as project or construction manager, complete the project. 148. Walton and Weaver advised the companies in attendance at the meeting that they would be retained to work on the project and that they should be prepared to make an investment of working capital pending receipt of progress payments from the Republic of Ghana.
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149. Walton and Weaver also contacted insurance brokers, financiers and other professionals that they would need to employ to complete the project. 150. On Friday, March 9, 2012, TJGEM principals received notification that at a dinner in Washington, DC, on March 8, 2012, with various US business persons, the Minister of Finance, with the Mayor present, had, on recommendation of the Mayor, signed a memorandum of understanding with Conti Construction Co, Inc., a U S Company, on a sewer or water drainage project for the city of Accra in the sum of $595,000,000. 151. Furthermore, TJGEM was advised that US Export-Import Bank would finance said project between Conti and Ghana by giving a loan to the Republic of Ghana in the sum of $595,000,000. 152. On information and belief, the President of Ghana, who appointed both the Minister of Finance and the Mayor to office, and who had the power to remove them from office, never indicated any variance from or disapproval of the Mayors actions, nor did he investigate, monitor, and supervise the Mayors actions in order to prevent and assure that the Mayor was not engaged in misrepresentations, misappropriations, and corrupt practices. 153. It is highly unlikely that, within the short time frame between Conti being apprised of the project and the execution of said memorandum of understanding, that the Republic of Ghana and Conti could have independently and
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without guidance from TJGEMs sewer project work product, entered into said memorandum of understanding as to the cost or price and the scope of the project. 154. Further the misrepresentations of Mr. Abidrackor that the Minister of Finance was in need of TJGEMs work product and would meet with TJGEMs representative during his visit to Washington, DC is evidence of consent, agreement and conspiracy to aid to the Mayor to solicit bribes and seek to extort payment of bribes for his support of the sewer project and to fraudulent misappropriate TJGEMs valuable sewer project proprietary work product, business plan and model to the economic detriment of TJGEM and the economic benefit of the Republic of Ghana.
V.
CLAIMS UPON WHICH RELIEF MAY BE GRANTED COUNT I - Misappropriation of Proprietary Work Product 155. TJGEM, its members and consultants invested considerable,
significant and substantial time and money in the creation of intellectual property, i.e., said proprietary work product, business plan and business model, for the construction or reconstruction of the sewer system in the Accra Metropolitan District in order to alleviate flooding from an overflow of the sewer system from rain storm water occurring during the rainy season and to save lives and property as well as to eliminate disease and pestilence born by the open trench sewer system existing in Accra.
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156. TJGEM had the exclusive right as the owner of said intellectual property to benefit from the property it created, which right then provided the financial incentive for TJGEM to invest in the creation of said intellectual property. 157. TJGEM was induced to confidentially communicate, provide and share its know how, proprietary work product, business plan, business model, contractual terms, summaries, plans, and intellectual property to the Mayor and Commercial Minister by the Mayors misrepresentation that TJGEM would be awarded the sewer project contract based on the TJGEMs developing, providing and sharing same with the Mayor. 158. TJGEM confidentially or closely held said intellectual property, information, proprietary work product, business plan and model, contract, design, procedures and methods to finance and construct said sewer system, and only disclosed same to the Mayor and Commercial Minister pursuant to their misrepresentations that TJGEM was going to be awarded said sewer project contract. 159. TJGEM together with accumulated skills and experience in the hands of TJGEMs professional personnel which assisted TJGEM of the object product in its manufacture and use and bring to it a competitive advantage.
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160. TJGEMs professionals and consultants produced said intellectual property by assembling a team of legal, financial, technical, management and marketing professionals with expert knowledge and skills which enabled them to produce said proprietary work product, business plan and model for the financing and construction of said sewer system. 161. The Mayor, Minister of Finance, Commercial Officer, Republic of Ghana, and AMA did not determine or conclude that the flooding within the Accra Metropolitan District should be addressed by reconstruction and improvement of the sewer system but instead had exclusively sought to control the loss of lives from the flooding by removing residents of Accra from the flood plains and preventing individuals from taking up residence in flood plains. 162. It was the exclusive intellectual idea of TJGEMs consultants and professionals of the need to repair, improve and reconstruct the open trench sewer system, as presented to the Mayor of Accra, which led the Republic of Ghana to conclude and agree to enter into an agreement to repair, improve and reconstruct the sewer system of Accra. 163. Moreover, it was the exclusive proposal, intellectual property, proprietary work product, business plan and model formulated by TJGEM for the financing, construction, operation, maintenance, use, and application of the sewer system in Accra that was confidentially presented by TJGEM to the Mayor of
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Accra that the Republic of Ghana relied on in executing said memorandum of understanding with Conti. 164. TJGEM has and had exclusive common law rights to its intellectual property, proprietary work product, business plan and model for said sewer project that was confidentially disclosed to the Mayor and Ministers or the Republic of Ghana and AMA. 165. Said exclusive rights allowed TJGEM as owner of said intellectual property to economically benefit from the property TJGEM created, providing a financial incentive for the creation of an investment in said intellectual property 166. Plaintiffs entered this project with good faith, while Defendants entered it not only with "a priori" bad faith, but with "a priori" design of fraud, misrepresentations and design to misappropriate plaintiffs valuable proprietary work product, business plan and sewer redevelopment model in that such design of fraud, misrepresentations and misappropriation are Defendants' "way of doing business". 167. Said way of doing business has been the subject of previous claims being filed against the Republic of Ghana and its ministerial officers and public officials for fraud, misrepresentations, misappropriation of work product, and breach of the covenant of good faith and fair dealing.
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168. The Mayor, in concert with the Minister of Finance and Commercial Officer, failed to deal with TJGEM in good faith and fairly. 169. The Mayor never intended for a contract to be entered into between TJGEM and the AMA and made said fraudulent misrepresentations with the express purpose to defraud TJGEM out of its valuable proprietary work product, business plan and sewer redevelopment model. 170. No contract between TJGEM and the AMA on said sewer project was ever adopted by the AMA, in that the Mayors representations to TJGEM were but fraudulent misrepresentations of the authority of the Mayor and the power of the AMA to contract both for the construction project as well as to finance the project in that neither the Mayor nor the AMA had any power to enter into such a contract nor fund same under Ghana law. 171. The Mayor knew or should have known that the AMA did not have power under the constitution and laws of the Republic of Ghana to enter into said sewer project contract nor to borrow funds to finance said project. 172. TJGEM relied to its economic detriment upon the Mayors representations that the AMA had the power to contract and to borrow funds, in that based on said representations TJGEM expended time and funds to produce valuable proprietary work product, business plan and sewer redevelopment model
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and to secure preliminary commitments from various professionals to provide the requisite services to completion of the sewer project. 173. That TJGEMs reputation was damaged in that TJGEM had entered into good faith discussions with various professionals and entities to be employed by TJGEM to provide the requisite architectural, engineering, construction, management, financial, and other services associated with the sewer project, and had induced said professionals and entities to invest time and funds and to provide TJGEM valuable proprietary work product, business plan and sewer redevelopment model that TJGEM then incorporated into the work product that was submitted to the Mayor as to the sewer project. 174. Said professionals and entities in reliance on TJGEMs representations as to the intentions of the Mayor and the Republic of Ghana to enter into said sewer project contract had advanced, invested and expended funds and time as well to assist TJGEM in producing the sewer project work product with the expectation that they would ultimately be employed by TJGEM as subcontractors on the project and thus recoup their investment in the project. 175. Upon discovering that the Minister of Finance had signed a memorandum of understanding with Conti to complete TJGEMs proposed sewer project for the city of Accra, the TJGEM principals were shocked, bewildered and felt betrayed and defrauded by Mayor Vanderpuije and Minister/Commercial
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Officer Adjirackor out of their time, money and sewer reconstruction project workproduct. 176. There had been no indication to TJGEM from neither the Mayor nor Mr. Adjirackor that the Mayor and/or the Minister of Finance were negotiating with another US company for the Accra sewer contract. 177. There had been no indication to TJGEM that the Minister of Finance intended to sign a memorandum of understanding with Conti, for the completion of said sewer project, when he came to the USA, instead TJGEM was lead to believe that the Minister of Finance would meet and confer with TJGEM to discuss the sewer project. 178. Mr. Adjirackor had induced TJGEM to provide to him TJGEMs valuable, confidential and privileged work-product solely by misrepresenting to TJGEM that the Minister required said work-product in order for the Minister to discuss the project with TJGEMs team they met with the Minister in Washington, D.C. 179. Moreover, Mr. Adjirackors misrepresentation occurred just one week prior to the Minister signing said memorandum of understanding. 180. Mr. Adjirackors misrepresentation was but a continuing misrepresentation of the intentions of Ghanaian public officials initiated by Mayor Vanderpuije when the Mayor fraudulently induced TJGEM to expend time and
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money producing valuable sewer project work product by representing to TJGEM that the Mayor and the AMA had the authority and power to enter into the sewer project contract and could secure the financing requisite to the project. 181. The Mayor and Adjirackors misrepresentations were made in order to fraudulently induce TJGEM to expend valuable time and money in producing a work product on the sewer project, to deliver said valuable proprietary work product, business plan and sewer redevelopment model to the Mayor and the Republic of Ghana, so that the Mayor and the Republic of Ghana might misappropriate said confidential, privileged and valuable proprietary work product, business plan and sewer redevelopment model to their own use and economic benefit and to the economic detriment of TJGEM. 182. Moreover, the Mayor and the Republic of Ghana did so misappropriate said confidential, privileged and valuable proprietary work product, business plan and sewer redevelopment model to their own use and economic benefit and to the economic detriment of TJGEM when it incorporated TJGEMs work product in said memorandum of understanding with Conti. 183. The Mayor and Minister of Finance relied on, used and misappropriated Plaintiffs work product, that had been presented to the Mayor, in reaching an understanding with Conti as to the scope and cost of the sewer project.
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184. Thus the scope and cost of the sewer project incorporated in the memorandum of understanding between Conti and the Republic of Ghana was misappropriated from TJGEMs sewer project work product. 185. The memorandum of understanding expropriates the work product of TJGEM including the project details and summary, as well as the cost of the project. 186. The memorandum calls for an expenditure on the project in approximately the same sum or amount set forth in the TJGEM proposal and thus the Conti-Ghana sewer project is one and the same as the sewer project first proposed by TJGEM to the Mayor of Accra in March, 2011 and in December, 2011 and thereafter in February, 2012 to both the Mayor, the Minister of Finance and the Commercial Officer. 187. Mayor of Accra, Alfred Vanderpuije, failed to deal with TJGEM in good faith and fairly, and that he willfully, intentionally, purposefully, and with malice aforethought, made fraudulent misrepresentations to TJGEM in order to induce TJGEM to expend thousand of hours of time and funds to create or produce valuable, confidential and privileged work-products and to defraud TJGEM out of its valuable, confidential and privileged work-products, including, but not limited to: the project summary, accounting and financial analysis, legal services, management consulting services, architectural and engineering services, loan
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analysis and letter of interest, contracts, ordinances and resolutions, or documents that TJGEM prepared and presented to him in support of TJGEMs proposal to reconstruct the sewer system in the city of Accra to drain the storm and rain water in order to avoid, control, prevent and/or minimizing flooding in the city of Accra. 188. TJGEM relied on the Mayor's malicious and fraudulent misrepresentations that he would recommend to the Minister of Finance that he enter into a contract with TJGEM on the sewer project to TJGEMS financial and economic detriment. 189. Moreover, not only was TJGEM not awarded the sewer contract, but TJGEM was fraudulently induced not to pursue other economic opportunities in Ghana by Mayor Vanderpuijes inducing TJGEM not to pursue other infrastructure development projects by representing that TJGEM would be awarded the sewer project contract. 190. TJGEM detrimentally relied upon the Mayors misrepresentations that TJGEM was going to awarded said sewer project contract when it abandoned the pursuit of other economic opportunities in Ghana and expended time and money to produce valuable sewer project work-products that were misappropriated by the Mayor to the economic benefit of Ghana and to the economic detriment of TJGEM.
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191. The Republic of Ghana was enabled both to save time and to avoid expenditures of money in the investigation, exploration, and preparation of sewer project work product by expropriating TJGEMs valuable sewer project work product and using same in entering into said memorandum of understanding with Conti. 192. TJGEM spent over a year working on said sewer project; while, Conti spent less than a month on the project; thus, it is reasonable to infer that neither Conti nor the Minister of Finance could have conducted the necessary engineering, financial, management and legal studies pre-requisite to determining that the cost of such a project would total $595 million dollars, except by misappropriating TJGEMs valuable sewer project work product. 193. The fact that the amount of funds set forth in the memorandum of understanding between Conti and the Republic of Ghana is approximately the cost fixed by TJGEM for the project, gives evidence and leads to a reasonable inference that TJGEMS valuable work-product was willfully, intentionally, purposefully, and with malice aforethought, fraudulently expropriated by the Mayor and the Republic of Ghana as well as Conti from TJGEM and used by the Mayor and the government of Ghana to enter into said memorandum of understanding with Conti.
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194. Said expropriation of TJGEMs valuable proprietary work product, business plan and sewer redevelopment model was done without just compensation for the effort expended by TJGEM in producing said work product. 195. That, within but one week prior to the Minister of Finance signing a memorandum of understanding with Conti, Mr. Adjirackor, the commercial officer in the Ghanaian Embassy in Washington, DC, would both (a) represent to TJGEM that the Minister of Finance was going to meet with TJGEMs representatives while he was in Washington and discuss the sewer project contract, and (b) induce TJGEM to forward to him TJGEMs work-product, is evidence of and leads to a reasonable inference of a continued malicious and conspiratorial effort on the part of the Mayor and other Ghanaian officials to willfully, intentionally, purposefully, and with malice aforethought, fraudulently expropriate and unjustly enrich the Mayor and the government of Ghana with TJGEMs valuable work-product. 196. That as a direct and proximate result of the defendants misappropriation of TJGEMs valuable sewer project work product, the Plaintiff was damaged. 197. The Mayor, corruptly and without good faith or fairness, and the Minister/Commercial Officer and the Minister of Finance entered into a conspiracy to defraud plaintiff of its valuable sewer project work product as more specifically set forth herein above.
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198. Said fraudulent misappropriation of TJGEMs valuable sewer project work product was done willfully, intentionally, purposefully, recklessly, oppressively, with malice aforethought, and with a conscious disregard for the rights of TJGEM to dealt with fairly and in good faith and to exclusive use of its valuable sewer project work-product to its economic benefit. 199. In that the Mayor, Minister of Finance and Minister/Commercial Officer are appointees of the President of Ghana, and thus Ghanaian public officials, the corrupt, deliberate, willful, intentional, purposeful and malicious actions of Mayor Vanderpuije, with lack of good faith and fairness, in concert with Mr. Adjirackor, the Commercial/Minister in the Ghana Embassy in Washington, DC, and in conspiracy with the Minister of Finance, to expropriate valuable, privileged and confidential work-product of TJGEM to the economic benefit of the Republic of Ghana and to the financial detriment of TJGEM, makes the Republic of Ghana and the Accra Metropolitan Assembly vicariously liable for the malicious fraudulent misrepresentations and malicious fraudulent use of TJGEMs workproduct by the Minister of Finance in determining the terms of said a memorandum of understanding with Conti. 200. TJGEMs work product served as the foundation upon which the Export-Import Bank issued a Letter of Interest for the financing of said sewer project.
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201. The Mayor, Minister/Commercial Officer and Minister of Finance misappropriated TJGEMs work product to support an application for financing of said project under said memorandum of understanding between Conti and Ghana from the US Export Import Bank. 202. Plaintiff was fraudulently induced by Defendant Vanderpuije to expend valuable time and funds to produce a valuable proprietary work product, business plan and sewer redevelopment model for the repair and improvement of the storm water sewer system in the city of Accra, Ghana in order to alleviate flooding from an overflow of storm water within the city of Accra, and to deliver said valuable proprietary work product, business plan and sewer redevelopment model to his personal possession, custody and control with the expectation of economic benefits to TJGEM, LLC and its members and principals as well as to U.S. businesses and employees as exporters of goods and services in the completion of said sewer project. 203. Plaintiff was fraudulently induced by Defendant Adjirackor to deliver said valuable sewer project work product to his personal possession, custody and control with the expectation of economic benefits to TJGEM, LLC and its members and principals as well as to U.S. businesses and employees as exporters of goods and services in the completion of said sewer project.
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204. Defendants fraudulently expropriated Plaintiffs valuable sewer project work product to their own use and economic benefit and to the economic detriment of the Plaintiff. 205. Defendants fraudulently disclosed confidential, privileged and valuable sewer project work product with a competitor of Plaintiff without Plaintiffs' knowledge or consent to Defendants economic benefit and to Plaintiffs economic detriment. 206. Plaintiffs were fraudulently induced to produce and deliver to defendants valuable proprietary work product, business plan and sewer redevelopment model related to the sewer project to their economic detriment by Defendants representing that they would cause a contract for said sewer project to be executed between the Plaintiffs and the Accra Metropolitan Assembly and between the Plaintiffs and the Republic of Ghana. 207. Defendant Vanderpuije fraudulently induced Plaintiff and its members and principals to expend time and funds on said sewer project contract, continuously between February, 2011 and March, 2012, for no ascertainable reasons, other than in an attempt to extort bribery and/or kickback payments out of TJGEM and its principles and to expropriate TJGEMs valuable sewer project work product to the economic benefit of defendants and the economic detriment of plaintiff.
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208. fraud.
Defendants' misrepresentations were acts of deliberate and calculated
209. Defendants actions constitute a conspiracy to defraud plaintiff out of its sewer project work product. 210. Defendants made said fraudulent misrepresentations in order to induce Plaintiffs to expend time and funds in producing valuable sewer project work product to defendants economic benefit and to plaintiffs economic detriment. 211. Defendants actions constitute a misappropriation of plaintiffs sewer project work product in that defendants appropriated to their own use and economic benefit a material portion of the Plaintiffs sewer project work product from Plaintiff to Defendants use, with special advantage to defendants because of the fact that defendants were not burdened with any part of the expense of producing the sewer project work product and by their misappropriation thereof, defendants were able to reap the economic benefits of said work product to the detriment of plaintiff. 212. That as a direct and approximate result of the misappropriation of TJGEMs valuable proprietary work product, business plan and sewer redevelopment model, and selection of Conti as the developer on the sewer project proposed by TJGEM, TJGEM has lost Developer fees in the sum of $93,750,000, loan finder fees of $11,758,750.00, and out of pocket expenditures and value of
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professional services in a sum yet to be fully determined but estimated at approximately $300,000.00. 213. Based on the foregoing TJGEM seeks compensatory damages in the sum of $105,808,750.00 and punitive damages in the sum of $300,000.000.00 for an aggregate of $405,808,750.00. COUNT II Tortious Interference With Business Relationship 214. Conti intentionally and purposefully tortiously interfered with prospective business relations, expectations, or advantage or with prospective economic advantage of TJGEM with the Republic of Ghana as set forth above and herein below. 215. Conti intentionally tortiously interfered with the business relationship between TJGEM and the Republic of Ghana by engaging in acts or conduct to prevent TJGEM from (a) maintaining the business relationship that it had informally established with the Republic of Ghana in reference to the sewer project and (b) successfully establishing a formal business relationship by TJGEM and the Republic of Ghana entering into a contract for TJGEM to repair and reconstruct the sewer system in the Accra Metropolitan District. 216. Conti intentionally caused the Republic of Ghana not to enter into a
formal business relationship and contract with TJGEM for the storm water flooding alleviation project by misappropriating TJGEMs proprietary work
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product, business plan and model for the financing and reconstruction of the sewer system of Accra. 217. That had Conti not so misappropriated TJGEMs proprietary work product, business plan and model and thereby interfered in the business relationship between TJGEM and the Republic of Ghana, TJGEM and Ghana would have established a formal business relationship by entering into a contract in which TJGEM would have served as the developer on a sewer project to alleviate flooding from storm water. 218. At all times material hereto, there did exist an informal beneficial business relationship between Ghana and TJGEM under which TJGEM developed, prepared and presented to the AMA and the Republic of Ghana valuable proprietary work product, a business plan and model for the construction or reconstruction of the sewer system in the Accra Metropolitan District to alleviate flooding from storm water.. 219. Conti knew or should have known that TJGEM and Ghana had developed an informal business relationship by which TJGEM had developed, prepared and presented to the AMA and the Republic of Ghana valuable proprietary work product, a business plan and model for the construction or reconstruction of the sewer system in the Accra Metropolitan District to alleviate flooding from storm water.
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220. Conti conspired with the Republic of Ghana, the Minister of Finance, and the Mayor of Accra to misappropriate and did so misappropriate TJGEMs proprietary work product, business plan and model for the construction or reconstruction of the sewer system in the Accra Metropolitan District in order to induce Ghana to enter into a contract with Conti instead of with TJGEM for the construction or reconstruction of the sewer system in Accra. 221. Conti unfairly, improperly, willfully, purposefully and intentionally induced the Republic of Ghana to breach TJGEM and Ghanas business relationship and to enter into a memorandum of understanding with Conti which memorandum employed, used or misappropriated TJGEMs valuable proprietary work product, business plan and model, for the construction or reconstruction of the sewer system in the Accra Metropolitan District, in order to determine the terms, financing, and cost to construct or reconstruct the sewer system in Accra, and which enabled or induced Ghana to enter into a contract with Conti on said sewer project instead of Ghana entering into said contract with TJGEM to the economic detriment of TJGEM and the economic advantage of Conti. 222. Conti lacked any privilege to induce such a breach. 223. Conti engaged in said conduct recklessly and with conscious disregard for the rights of TJGEM to maintain its business relationship with Ghana, and to
60
exclusively retain and employ its valuable proprietary work product, business plan and model to TJGEMs economic advantage. 224. That as a direct and proximate result of Contis tortious interference with TJGEMs business relationship with the Republic of Ghana, the Republic of Ghana misappropriated TJGEMs valuable proprietary work product, business plan and model for reconstruction and repair of Accras sewer system and failed or refused to enter into a contract with TJGEM as the developer to construct or reconstruct the sewer system in Accra but instead entered into such a contract with Conti. 225. That as a direct and proximate cause of said tortious interference with TJGEMs business relationship with the Republic of Ghana, TJGEM was damaged in that TJGEM lost Developer fees in the sum of $93,750,000, loan finder fees of $11,758,750.00, and out of pocket expenditures and value of professional services in a sum yet to be fully determined but estimated at approximately $300,000.00. 226. Based on the foregoing TJGEM seeks compensatory damages in the sum of $105,808,750.00 and punitive damages in the sum of $300,000.000.00 for an aggregate of $405,808,750.00.
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COUNT III- RICO & HOBBS Violations 227. This is a case of fraud, conspiracy to defraud, misappropriation, bad faith, and an underlying pattern of racketeering and corrupt practices outlawed by federal statutes. 228. As more specifically set forth herein below, Defendants' knowingly, intentionally, willfully, purposefully, maliciously acted, used, and employed deception, fraud, false pretense, false promises, misrepresentation, unfair practice, racketeering, corrupt practice, and the concealment, suppression, and omission of material facts in order to induce Plaintiff to produce valuable proprietary work product, business plan and sewer redevelopment model as to the Accra Storm water Flooding Alleviation Sewer Project, and to fraudulently expropriate TJGEMs valuable proprietary work product, business plan and sewer redevelopment model to their own use and economic benefit and to the economic detriment of plaintiff, and moreover in an attempt to extort bribes and kickbacks out of Plaintiff and its principals in exchange for Plaintiff to be awarded a contract to repair and improve the sewer system in the Accra Metropolitan District. 229. Plaintiffs entered this project with good faith, while Defendants entered it not only with "a priori" bad faith, but with "a priori" design of fraud and design of extortion in that such design of fraud and extortion are Defendants' "way of doing business".
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230. Plaintiffs plead not simply on the issue of non-performance, but rather on the issue of the pattern of actions, motives and intent of non-performance, all of which extends into the area of fraud and misrepresentation. 231. Plaintiffs allege that underlying the misrepresentations and deceit was a motive and pattern of extortion, corrupt practices and racketeering activity, from which Defendant Mayor and those with whom he has acted in concert derives great financial benefit. 232. The Mayors violations of RICO, Hobbs and FCPA in a pattern of racketeering activity and corrupt practices could not have been applied with such immunity, and systematic consistency to Plaintiffs and others doing business with the city of Accra and the Republic of Ghana, except that Defendants have these systems and patterns of racketeering activities and corrupt practices internally institutionalized in such a way that this is their "pattern of doing business". 233. The allegations set forth herein state claims for Defendants conspiracy to violate and violations of: a. b. c. 18 USC 1961-1968a (RICO) 18 USC 1951 (Hobbs Act), 15 U.S.C. 78dd-1, et seq. (FCPA)
234. The US Foreign Corrupt Practices Act of 1977, as amended, 15 U.S.C. 78dd-1, et seq. ("FCPA"), prohibits bribery, kickbacks and corruption in
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international business dealings between US companies and/or US individuals and foreign officials. 235. This is a matter which devolves upon the interference by Defendant Vanderpuije in legitimate interstate and international commerce through his general pattern of fraudulent, corrupt and racketeering activities and practices. 236. In order to conform to FRCP Rule 8, this complaint contains statements of predicate acts that are required under RICO and Hobbs. 237. Plaintiffs allege that the "predicate acts" of under both RICO and Hobbs, do establish a pattern of racketeering, and extortion, by Defendant Vanderpuije in the course and scope of his duties as a public official of Ghana under the tacit agreement of the Defendants which constitute a criminal enterprise. 238. The Mayor of Accra, as a citizen of the USA, comes within the provisions of the FCPA and is liable for soliciting bribes and kickbacks or placing as a condition to TJGEM entering into said sewer project the payment of bribes and kickbacks to Ghanaian public officials. 239. Ghanaian public officials have a reputation for bribery, kickbacks, scams, and corruption of public officials. 240. The Mayor of Accra has engaged in a pattern of racketeering and public corruption and criminal enterprise as a public official both in the US and in Ghana.
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241. A "Pattern of Racketeering activity" is defined to be a pattern that has both continuity and relationship. 242. This pattern began in the USA on or about July, 2000 through January, 2005 with Defendant Mayors multiple acts of misappropriation of public funds or diversion of such funds to his own personal use while employed as the principal of a school in South Carolina as set forth herein above. 243. The Mayor has a recorded and public history of misuse of public funds in the US in that while a principal at the W.A. Perry Middle School, in Richland County, South Carolina, he was charged with misuse of $4,460.00 of school funds -- a charge which resulted in his resignation from his employment, required him to pay restitution to the school district, caused the South Carolina Board of Education to suspend his license as an educator in the State of South Carolina, as well as resulting in his being prosecuted for a crime. 244. Moreover, Mayor Vanderpuije did not contest neither the civil suspension of his license nor the criminal prosecution for misuse of public funds with a plea of not guilty to the respective charges, but instead he confessed to his misuse of public funds, which resulted in his license as an educator in South Carolina being temporarily suspended. 245. Furthermore he both (a) escaped criminal conviction and (b) was enabled to have his educators license reinstated, only by completing the South
65
Carolina Criminal Pretrial Intervention Program by which a first time criminal offender, though guilty of a charge, can both avoid conviction of the crime and receive a complete expungement of the record of arrest and criminal prosecution by successfully completing a pretrial probation program under the courts supervision. 246. This pattern continued in the Republic of Ghana immediately upon the Defendant being appointed Mayor of Accra wherein he corruptly submitted a requisition, voucher, invoice, bill or expense reimbursement request to the AMA or government of Ghana for travel to the USA at government expense by representing that he would be meeting with Mayors of various US cities to officially discuss partnering with them for the benefit of Accra. 247. Said representation was false and fraudulent in that the trip was actually to attend the graduation of his daughter and the Mayors representation that he was traveling on government business to meet with US Mayors was fraudulent and made in order to fraudulently induce the government of Ghana or AMA to pay for said travel at public expense. 248. Said trip was not for public business warranting public financing, but instead was for personal business and moreover was not only taken without the permission of his sector Minister, at a time in which he was scheduled to attend a
66
mandatory orientation program in Accra for district and municipal chief executives, but over the specific disapproval of said sector Minister. 249. This pattern thereafter evolved into extortion and the solicitation of bribes and kickbacks from those members of the public who must petition him as Mayor to grant a service, permit, privilege or assistance from the city of Accra as well as from the Republic of Ghana. 250. The Mayor, in pursuit of his racketeering and criminal enterprises of extorting and soliciting bribes and kickbacks from persons doing business with the city of Accra, did regularly schedule private meetings in the middle of a busy and noisy Kwame Circle where his conversations could not be overheard nor recorded, with individuals having official business with the city of Accra and over which he had authority and the power to grant or deny said individuals petitions. 251. Said meetings were scheduled in Kwame Circle solely for the purpose of assuring that the Mayor could solicit bribes and kickbacks and seek to extort monies from persons doing business with the city of Accra without being overheard, recorded, discovered or exposed, or to assure that there would be no third party witnesses to his corrupt practices. 252. The Mayor setting up a meeting with TJGEMs representatives in Kwame Circle, and asserting to TJGEMs representatives that bribes and kickbacks must be paid to public officials in Ghana to secure contracts was done in
67
furtherance of his criminal enterprise, racketeering and corrupt practices to solicit and extort bribes and kickbacks as a public official of Ghana in violation of the FCPA. 253. TJGEMs representatives were totally non-receptive and nonresponsive to the Mayors corrupt practices and solicitations and refused to neither entertain nor accede to same but instead rejected said corrupt practices. 254. The selection of a company whose price for reconstruction of the sewer project is some $10,000,000 in excess of the price fixed by TJGEM leads to a reasonable inference that the Mayor inflated the price of the sewer project in order to receive said $10,000,000 as a bribe and kickback in the awarding of the sewer project contract to his own use and benefit and to the use and benefit of other Ghanaian public officials with whom he is acting in concert in said criminal enterprise. 255. Moreover in violation of FCPA the pattern includes defendant Mayor both as a foreign official and a citizen of the USA, attempted extortion and solicitation of bribes and kickbacks from Plaintiff and/or its principals in order for plaintiff to be awarded contracts and to do business in the Republic of Ghana. 256. Said racketeering and corrupt practices of Mayor Vanderpuije, with the tacit agreement and sanction of defendants, continue to this moment, and there is certainly a threat that such activity will continue into the future.
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257. Continuation of this pattern by Defendant Vanderpuije, with tacit agreement and sanction of defendants, is also a continuation of damages to Plaintiffs. 258. Plaintiffs further allege that this pattern contains a sequence of events, over years, that all have the same and common purpose, and that that purpose is one of egregiously deliberate, calculated and malicious, fraud and extortion which is a "pattern of racketeering activity". 259. The particular complaints of RICO and Hobbs violations, i.e., instances of predicate, and explicitly prohibited acts as documented assertions, are as follows: a. (1.) FRAUD: The Mayors malicious, reckless and unwarranted misrepresentations
that he and the AMA had the power to enter into the subject sewer project contracts, that the AMA had financing commitments from a US bank for the sewer project, that to the extent that the Republic of Ghana was required to enter into the sewer project contract, that he would recommend to the Minister of Finance that the Minister execute the sewer project contract between the Republic of Ghana and TJGEM. (2.) The misrepresentations of the Mayor was due to the persistent pattern
of racketeering activities and corrupt practices as set forth herein above and
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produced permanent economic injuries from the Mayors misappropriation of TJGEMs sewer project work product. (3.) The Mayor made said representations in order to place himself in a
position to solicit bribes and kickbacks from Plaintiff. b. CONSPIRACY TO DEFRAUD:
The Defendant Mayor, Minister of Finance and Commercial Officer as agents for the Defendants Republic of Ghana and Accra Metropolitan Assembly, all acted in agreement and concordance, in the misrepresentations made by the Mayor in order to fraudulently induce TJGEM to expend time and funds in producing valuable proprietary work product, business plan and sewer redevelopment model and in order to misappropriate TJGEMs valuable proprietary work product, business plan and sewer redevelopment model to defendants own use and economic benefit without just compensation and in order to facilitate the Mayors solicitation and attempt to secure of bribes and kickbacks from Plaintiff in the awarding of said sewer project contract. c. (1.) EXTORTION: The Mayor regularly holding meetings with persons doing business
with the Accra Metropolitan District in Kwame Circle was done in order to avoid being overheard and to prevent third party witnesses from reporting his corrupt practices, including extortion and solicitation of bribes and kickbacks from persons
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seeking to do business with the city of Accra or in need of services, permits or privileges meted out by the Mayor or under his direct discretionary authority, control and decision. (1.) The Mayor used said meeting in the Kwame Circle with TJGEMs
representatives to solicit bribes and kickbacks in furtherance of his corrupt practices, conspiracy to defraud, violation of RICO and Hobbs and FCPA. d. WIRE FRAUD:
The telephone and internet were used as instruments of the initial fraud, conspiracy to commit fraud, and in the continuation of this fraud, racketeering and corrupt practices. e. MAIL FRAUD:
The mails were used as instruments in furtherance of the defendants fraud, conspiracy to commit fraud, and in the continuation of this fraud, racketeering and corrupt practices in that TJGEMs application for a Letter of Interest was submitted to the Export Import Bank of the US through the US mails. 260. The whole of the Mayors racketeering and corrupt practices and enterprise necessarily extends to Republic of Ghana and the Accra Metropolitan Assembly and thus Plaintiff has joined said foreign government and said political subdivision as Defendants in this action to answer vicariously for the actions of the Mayor.
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COUNT IV- Fraud 261. The Mayors malicious, reckless and unwarranted misrepresentations that he and the AMA had the power to enter into the subject sewer project contracts, that the AMA had financing commitments from a US bank for the sewer project, that to the extent that the Republic of Ghana was required to enter into the sewer project contract, that he would recommend to the Minister of Finance that the Minister execute the sewer project contract between the Republic of Ghana and TJGEM. 262. The misrepresentations of the Mayor was due to the persistent pattern of his breach of the duty of good faith and fair dealing and corrupt practices as set forth herein above and produced permanent economic injuries from the Mayors misappropriation of TJGEMs sewer project work product. 263. The Mayor made said representations in order to place himself in a position to misappropriate valuable proprietary work product, business plan and sewer redevelopment model from Plaintiff and to solicit bribes and kickbacks from plaintiff. COUNT V Conspiracy to Defraud 264. The Defendant Mayor, Minister of Finance and Commercial Officer as agents for the Defendants Republic of Ghana and Accra Metropolitan Assembly, all acted in agreement and concordance, in the misrepresentations made
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by the Mayor in order to fraudulently induce TJGEM to expend time and funds in producing valuable proprietary work product, business plan and sewer redevelopment model and in order to misappropriate TJGEMs valuable proprietary work product, business plan and sewer redevelopment model to defendants own use and economic benefit without just compensation and in order to facilitate the Mayors solicitation and attempt to secure of bribes and kickbacks from Plaintiff in the awarding of said sewer project contract. COUNT VI - Extortion 265. The Mayor regularly holding meetings with persons doing business with the Accra Metropolitan District in Kwame Circle was done in order to avoid being overheard and to prevent third party witnesses from reporting his corrupt practices, including extortion and solicitation of bribes and kickbacks from persons seeking to do business with the city of Accra or in need of services, permits or privileges meted out by the Mayor or under his direct discretionary authority, control and decision. 266. The Mayor used said meeting in the Kwame Circle with TJGEMs representatives to solicit bribes and kickbacks in furtherance of his corrupt practices and conspiracy to defraud.
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COUNT VII Wire Fraud 267. The telephone and internet were used as instruments of the initial fraud, conspiracy to commit fraud, and in the continuation of this fraud and corrupt practices. COUNT VIII Mail Fraud 268. The mails were used as instruments in furtherance of the defendants fraud, conspiracy to commit fraud, and in the continuation of this fraud and corrupt practices in that TJGEMs application for a Letter of Interest was submitted to the Export Import Bank of the US through the US mails.
VI.
RELIEF SOUGHT Plaintiffs aver that as a direct and proximate cause of said misappropriation,
tortious interference, RICO and HOBBS violations, fraud, conspiracy to defraud, extortion, wire fraud and mail fraud, and the Defendant Mayors pattern of racketeering activities and corrupt practices, in tacit agreement with all other defendants, all of said foreign defendants conspiratorial fraudulent misrepresentations and all of said defendants malicious misappropriation of Plaintiffs valuable sewer project work product, business plan and model for redevelopment of infrastructure throughout Africa and the developing nations, Plaintiffs have suffered, great, permanent and irreparable financial harm, loss of economic opportunity and damages. 74
1.
Plaintiffs allege that the people and entities of the United States that
Plaintiff has named, but are not joined as parties plaintiff herein, and on behalf of whom Plaintiff also complains, have also been personally and financially damaged by defendant Mayors racketeering and corrupt practices, and all of the defendants fraud, conspiracy to defraud, misappropriation of valuable proprietary work product, business plan and sewer redevelopment model, and misrepresentations. 2. Plaintiff seeks relief from continuing racketeering and extortion
activities, the prohibited acts of FCPA, RICO and Hobbs, under intervention provided in 28 USC 1367, that the court can give. 3. Plaintiff prays for Compensatory Relief in the form of
$105,808,750.00 for direct and proximately caused damages stemming from Defendants' actions in misappropriating plaintiffs work product. 4. Plaintiff prays for such compensatory damages, plus interest, as may
be verified and claimed by the persons and entities upon whose behalf Plaintiffs also complain, by virtue of existing contractual agreements, in accordance with FRCP Rule 71; 5. Plaintiff prays for Punitive damages in the sum of $300,000,000.00
for defendants malicious, reckless, racketeering, corrupt practices and oppressive actions set forth herein above.
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6.
Plaintiff prays for Plaintiffs' Costs in this litigation, and as well,
reasonable attorneys' fees. 7. And finally, Plaintiff prays for any further damages of whatever kind
that the Court may deem suitable, just or appropriate, to Plaintiffs, the Court, or any persons or entities upon whose behalf the Plaintiffs also complain.
VII.
JURY TRIAL DEMANDED The Plaintiff demands a jury trial on all jury trial issues.
Respectfully submitted Attorney for Plaintiff MICHAEL LASLEY & ASSOCIATES By: /s/Michael Lasley Michael Lasley District Court Bar # 223701 1629 K St NE Ste 300 Washington, DC 20006 Voice: 202-508-3690 Fax: 301-464-3796 Email: MGLasley@AOL.COM
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Case 1:13-cv-00382-BAH Document 1 Filed 03/22/13 Page 1 of 76

Case 1:13-cv-00382-BAH Document 1 Filed 03/22/13 Page 2 of 76

PLAINTIFFS TJGEM, LLC (TJGEM) is a limited liability company organized and

DEFENDANTS Defendant Republic of Ghana (Ghana) is a sovereign foreign state

Defendant Accra Metropolitan Assembly (AMA) is a political

Case 1:13-cv-00382-BAH Document 1 Filed 03/22/13 Page 3 of 76

Dr. Kwabena Dufour is the Minister of Finance for the Republic of

Alfred O. Vanderpuije is the Metropolitan Chief Executive a/k/a

Conti Construction Co, Inc., is a general business corporation that is

Case 1:13-cv-00382-BAH Document 1 Filed 03/22/13 Page 4 of 76

Dr. Mark Adjetey, a resident of the state of Maryland, now residing in

Jonathan Adjetey, a citizen of the Republic of Ghana, now residing in

the city of Accra, Ghana,

Anthony L. Weaver, a citizen of the State of Missouri, now residing in

St Louis County, Missouri, and

Atty. Elbert A. Walton, Jr., a citizen of the State of Missouri, now

residing in the county of St. Louis, Missouri.

Kwame Construction a Missouri general business corporation with its

principal place of business in the city of St. Louis, MO.

Several architectural, engineering and construction firms situated

Case 1:13-cv-00382-BAH Document 1 Filed 03/22/13 Page 5 of 76

UNNAMED DEFENDANTS Ebenezer Padi Adjirackor, is the Minister/Commercial Officer, at the

JURISDICTION. The court has jurisdiction under

The Defendants include a foreign state, two of its political

Case 1:13-cv-00382-BAH Document 1 Filed 03/22/13 Page 6 of 76

Defendant Vanderpuije holds dual citizenship in the Republic of

Defendant Conti Construction Co, Inc. is incorporated in and has its

principal place of business in the State of New Jersey.

28 U.S.C. 1605(a)(2), because the foreign state and its political

subdivisions are not immune from jurisdiction of the court in that:

Plaintiffs' allegations are vicariously against the Republic of Ghana, a

Plaintiff's claim is based upon Tortious conduct by said defendants

Case 1:13-cv-00382-BAH Document 1 Filed 03/22/13 Page 7 of 76

the United States:

Case 1:13-cv-00382-BAH Document 1 Filed 03/22/13 Page 8 of 76

15 USC Sec. 78dd-1, et seq. (FCPA) alleged as a predicate act under

18 USC 1951 (Hobbs), the allegations contained herein constitute a

matter which affects Interstate Commerce, and presents a condition of "complete

Case 1:13-cv-00382-BAH Document 1 Filed 03/22/13 Page 9 of 76

Plaintiffs allegations of violations of RICO, the Hobbs Act and the

There are no states in which any of the acts complained of occurred

with RICO provisions.

There is relevant Federal law regarding patterns of racketeering

Case 1:13-cv-00382-BAH Document 1 Filed 03/22/13 Page 10 of 76

Pursuant to 28 USC 1391(b), Venue in General. A civil action

a judicial district in which any defendant resides, if all defendants are

residents of the State in which the district is located;

a judicial district in which a substantial part of the events or omissions

if there is no district in which an action may otherwise be brought as

The U.S District Court of the District of Columbia is the most

appropriate venue in this matter, in that:

a substantial part of the events or omissions giving rise to the claim

Case 1:13-cv-00382-BAH Document 1 Filed 03/22/13 Page 11 of 76

There is no district in which this action may otherwise be brought as

Case 1:13-cv-00382-BAH Document 1 Filed 03/22/13 Page 12 of 76

The President appoints several cabinet level ministers and other

Case 1:13-cv-00382-BAH Document 1 Filed 03/22/13 Page 13 of 76

The Mayor advised Dr. Adjetey of various business opportunities in

international infrastructure development company.

Case 1:13-cv-00382-BAH Document 1 Filed 03/22/13 Page 14 of 76

TJGEM was organized to advance a Marshal Plan type Initiative,

Case 1:13-cv-00382-BAH Document 1 Filed 03/22/13 Page 15 of 76

Case 1:13-cv-00382-BAH Document 1 Filed 03/22/13 Page 16 of 76