AEP_complaint_against_GE_1719633702

CAUTION: THIS DOCUMENT HAS NOT YET BEEN REVIEWED BY THE COUNTY CLERK. (See below.) INDEX NO.
INDEX NO. UNASSIGNED

NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 06/28/2024
SUPREME COURT OF THE STATE OF NEW YORK

COUNTY OF NewYork County
PUBLIC
SERVICE
COMPANY
OFOKLAHOMA,
AND
SOUTHWESTERN ELECTRIC POWER COMPANY,
: ~~«IndexNo
Plaintiff(s),
|
-against-
Summons
GE RENEWABLES NORTH AMERICA, LLC,
Date Index No. Purchased:
To the above named Defendant(s)

GE RENEWABLES NORTH AMERICA, LLC at 1 River Road, Schenectady, New York 12345
You are hereby summoned to answer the complaint in this action and to serve
a copy of your answer, or, if the complaint is not served with this summons, to serve
a notice of appearance, on the Plaintiff's attorney within 20 days after the service of
this summons, exclusive of the day of service (or within 30 days after the service is
complete if this summons is not personally delivered to you within the State of New
York); and in case of your failure to appear or answer, judgment will be taken against
you by default for the relief demanded in the complaint.
The basis of venue is_ pursuant

toCPLR
§ 503(a)
which is the eventsgivingriseto the claimoccurredin NewYork and the partiesconsentedto propervenuein this Court.
Dated: NewYork, NewYork
June 28, 2024

Giskan Solotaroff & Anderson, LLP
by /s/ Oren S. Giskan

Oren S. Giskan
Attorneys for Plaintiff

90 Broad Street
New York, NY 10004
Telephone: (212) 847-8315
Facsimile: (646) 964-9610
ogiskan@gslawny.com
Attorneys for Plaintiffs Public Service Company

of Oklahoma and Southwestern Electric Power
Company
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CAUTION: THIS DOCUMENT HAS NOT YET BEEN REVIEWED BY THE COUNTY CLERK. (See below.) INDEX NO. UNASSIGNED
SUPREME COURT OF THE STATE OF NEW YORK

COUNTY OF NEW YORK
PUBLIC SERVICE COMPANY OF Index No.

OKLAHOMA, AND SOUTHWESTERN
ELECTRIC POWER COMPANY,
Plaintiffs,
- against -
GE RENEWABLES NORTH AMERICA, COMPLAINT

LLC,
Defendant.
TO THE SUPREME COURT OF THE STATE OF NEW YORK
Plaintiffs Public Service Company of Oklahoma and Southwestern Electric Power
Company (collectively known as “AEP”), through its undersigned counsel, and for their Complaint
against Defendant GE RenewablesNorth America, LLC (“GE”), allege as follows:
INTRODUCTION
l. This is an actionfor breachof contractand breachof warrantyarisingfrom the
purchase and sale of hundreds of wind turbine generators supplied by GE for three individual wind
power generation projects located in Oklahoma. Within only two to three years of commercial
operation, the GE wind turbine generators have exhibited numerous material defects on major
components and experienced several complete failures, at least one turbine blade liberation event,
and other deficiencies.
2. As of thedateof this Complaint,a significantportionof thewind turbinegenerators
have completely failed or have otherwise been rendered inoperable, requiring immediate repair.
An even larger portion have exhibited one or more material defects that are reasonably expected
to result in failures within their useful service life that will require expensive repairs. AEP has
already incurred millions of dollars in costs and damages as a result of the wind turbine generator
failures and/or defects.
3. AEPexpectsto incurmillions of dollarsin costsanddamages

in thefuturebecause
AEP will inevitably need to repair and/or replace additional wind turbine generators in order to
meet the energy production requirements of its customers, and GE has refused to acknowledge its
responsibility to repair and/or replace all defective wind turbine generators.Therefore, in addition
to its claims for money damages,AEP seeks a declaratory judgment that GE is liable for expected
future failures of GE’s wind turbine generators.
PARTIES
4. Public ServiceCompanyof Oklahomais an Oklahomacorporation with its
principal place of business located at 1 Riverside Plaza, Columbus, Ohio 43215. Southwestern
Electric Power Company is a Delaware corporation with its principal place of business located at
1 Riverside Plaza, Columbus, Ohio. Both are wholly owned subsidiaries of American Electric
Power Company, Inc., a New York corporation.
5. AEP is the successor-in-interest

to Maverick Wind Project Holdings, LLC,
Maverick Wind Project, LLC, Traverse Wind Energy Holdings, LLC, Traverse Wind Energy, LLC,
Sundance Wind Project Holdings, LLC, and SundanceWind Project, LLC (the “Buyer Entities”).
The Buyer Entities are all Delaware limited liability companies with their principal place of
business located at 1 S. Wacker Drive, Suite 1800, Chicago, Illinois 60606.
6. GE is a Delawarelimited liability companywith its principal place of business
located at 8301 Scenic Highway, Pensacola,Florida 32514 and another place of business located
at 1 River Road, Schenectady,New York 12345.
JURISDICTION AND VENUE
7. This Court hasjurisdiction over this action as it involves claims for breachof
contract and breach of both express and implied warranties under New York State Law as well as
declaratory judgments pursuant to the Civil Practice Law and Rules (“CPLR”) § 3001, among
other relief.
8. This Courthaspersonaljurisdiction over GE pursuantto CPLR § 302(a)because,
among other things, GE maintains a place of business in the State of New York and the claims in
this action arise out of the purchase and sale of goods in the State of New York.
9. Venueis properpursuantto CPLR § 503(a)asthe eventsgiving rise to the claims
occurred in New York County and becausethe parties have consentedto proper venue in this Court
by agreement.
BACKGROUND FACTS
10. This Complaintinvolvesthreeseparate

purchaseandsaleagreements
betweenGE
and three separate entities that were, as they existed at the time, owned by Invenergy, LLC, a
multinational power generation development and operations company headquartered in Chicago,
Illinois.
11. With the three contracts, Invenergy purchased certain wind turbine generatorsfrom
GE for three separaterenewable energy projects located in Oklahoma.
12. AEP purchased the assets of the individual Invenergy entities that executed the
three contracts with GE.
The Contracts
13. On or about September 30, 2019, GE and Sundance Wind Project, LLC 1
(“Sundance’’) executed a Contract for the Sale of Wind Turbine Generators (Including Warranties)
for the SundanceWind Project (the “Sundance Contract”). The Sundance Contract is attached to
this Complaint as Exhibit A.
14. Under the SundanceContract, GE agreedto sell, and Sundanceagreedto purchase,
for a price of $125,580,000, sixty-five (65) model 2.82, 127-meter rotor wind turbines on 89-meter
hub height towers (full turbines), plus seven (7) model 2.3, 116-meter safe harbor units, along with
certain ancillary equipment listed on a “Scope of Supply” attachment.
15. 30,2020,GEandTraverseWindEnergy,LLC2 (“Traverse’’)

Onor aboutSeptember
executed a Contract for the Sale of Wind Turbine Generators and Components (Including
Warranties) for the Traverse Wind Project (the “Traverse Contract”). The Traverse Contract is
attached to this Complaint as Exhibit B.
16.| Underthe TraverseContract,GE agreedto sell, andTraverseagreedto purchase,
for a price of $618,532,869.00, two hundred seventy-five (275) model 2.8, 127-meter rotor wind
turbines on 89 meter hub height towers (full turbines), sixty-one (61) model 2.8, 127-meter rotor
turbine “Blade Sets” and “Machine Head Sets” (turbines without towers), and twenty (20) model
2.5, 116-meter rotor turbine “Blade Sets” and 90-meter hub height towers (turbines without
machine head sets), along with certain ancillary equipment listed on a “Scope of Supply”
attachment.
1
Under the Sundance Contract, Sundance appointed Sundance Wind Project Holdings, LLC as sponsor to act as
Sundance’s limited agent to administer and assert Sundance’s rights under the Sundance Contract and until final
completion of the Sundance delivery, installation, and services project.
2
Under the Traverse Contract, Sundance appointed Traverse Wind Project Holdings, LLC as sponsor to act as
Traverse’s limited agent to administer and assert Traverse’s rights under the Traverse Contract and until final
completion of the Traverse delivery, installation, and services project.
17. On or about September30, 2020, GE and Maverick Wind Project, LLC3
(“Maverick”) executed a Contract for sale of Wind Turbine Generators and Components (Including
Warranties) for the Maverick Wind Project (the “Maverick Contract”). The Maverick Contract is
attached to this Complaint as Exhibit C.
18. Underthe MaverickContract,GE agreedto sell, andMaverickagreedto purchase,
for a price of $176,239,348.00, eighty-six (86) model 2.8, 127-meter rotor wind turbines on 89-
meter hub height towers (full turbines), five (5) model 2.82, 127-meter rotor wind turbine “Blade
Sets” and “Machine Head Sets” (turbines without towers), and twelve (12) model 2.82, 116-meter
rotor wind turbine “Machine Head Sets” (wind turbines without blades or towers), along with
certain ancillary equipment listed in a “Scope of Supply” attachment.
19. GE agreedto deliver all wind turbine generatorcomponentsand ancillary
equipment under each of the three contracts in accordancewith a “Schedule of Major Guaranteed
Component Delivery Dates.”
20. —_In
addition to delivery of all wind turbine generator components, GE agreed to
perform certain “start-up and commissioning activities” and provide certain “installation support”
and “training services” as described in detail under all three contracts.
21. True and accuratecopiesof the SundanceContract,the TraverseContract,and the
Maverick Contract are attached as Exhibit A, Exhibit B, and Exhibit C, respectively, and all three
agreementswill hereinafter be collectively referred to as the “Contract” and/or the “Contracts” as
appropriate and unless specifically identified and/or described otherwise.
3
Under the Maverick Contract, Maverick appointed Maverick Wind Project Holdings, LLC as sponsor to act as
Maverick’s limited agent to administer and assert Maverick’s rights under the Maverick Contract and until final
completion of the Maverick delivery, installation, and services project.
Relevant Contract Terms and Conditions
22. Each Contract contained a substantially similar “Scope of Supply.” Article 2 of all
three Contracts provided, in pertinent part, the following:
Seller agreesto sell to Purchaser and Purchaser agreesto purchase from Seller the
Equipment which consists of new parts and components when first delivered, and
Services, each as more fully described in Appendix B hereto (together with its
Attachments, the “Technical Specification”), subject to the terms and conditions as
set forth in this Contract.
23. | EachContractalsocontainedsubstantiallysimilarwarrantyprovisions.Article 8 of
all three contracts provided, in pertinent part the following:
Seller shall warrant the Equipment and the Services on the terms set forth in the
General Conditions until the end of twenty-four (24) months following the earlier
of (1) Purchaser’s achievement of Substantial Completion, as defined in Appendix
A or (ii) March 31, 2022 (the “Warranty Period”’).
24. Each Contract also contained substantially similar General Conditions with respect
to the warranties. Section 11(a) of the General Conditions for all three Contracts provided, in
pertinent part, the following:
(a) Warranty.Subjectto the conditionssetforth in Paragraph(b) below,Seller

warrants to Purchaserthat (1)the Equipment to be delivered hereunder shall be new
at the time of Delivery and shall have been manufactured using new components
and, where applicable, in accordance with the design and manufacturing
requirements upon which the design assessmentwas based; designed and fit for the
purpose of generating electric power when operated in accordancewith the Seller’s
specific operation instructions and, in the absence thereof, in accordance with
generally accepted operational practices of the electric power producing industry
and shall be free from defects in material, workmanship, and title; (i1) the
Equipment will conform to the Technical Specifications, and (111)the Services will
be performed in a competent, diligent manner in accordance with any mutually
agreed specifications.
25. EachContractcontainedsubstantiallysimilar remedyprovisions.Section11(c)of
the General Conditions for all three Contracts provided, in pertinent part, the following:
(c) Remedy. If the Equipment does not meet the above warranties during the
Warranty Period, as set forth in the Contract Document, Purchaser shall promptly
notify Seller in writing and shall promptly make the component(s) available for
6
correction. Seller shall be responsible for removing and replacing defective

component(s). Seller, at its expense,shall thereafter as soon as is practicable correct
any warranty defect by repairing or replacing (at its option) the defective parts of
any Equipment or by re-performing any defective Services. Seller shall be
responsible for payment of any customs, duties, or similar levies which may be
assessedas a result of the shipment of any such replacement parts during the
Warranty Period. Seller shall not be responsible for removal or replacement of
structures or other parts of the Facility not supplied by Seller. The condition of any
tests shall be mutually agreed upon and each Party shall be notified of and may be
representedat, all tests that may be made.
26. GE’s warranty also included coveragefor “serial defects,”and each Contract
contained substantially similar provisions related to “serial defects.” Section 11(d) of the General
Conditions for all three Contracts provided, in pertinent part, the following:
(d) Serial Defect.If, at any time during the WarrantyPeriod,the samedefect

occurs in the same part or component of twenty percent (20%) or more of the
Turbines of the same rotor diameter and generator nameplate rating, Seller shall
promptly investigate the root causeof such defect and shall determine whether such
defect is due to the same failure mode (“Serial Defect’), and Seller shall provide a
report with the results of such root cause investigation to Purchaser.If a Serial
Defect exists, Seller shall repair or replace the defective parts of any Equipment in
accordance with the Warranty provisions in this GC 11. With respect to such
additional Turbines with parts that have not yet failed, the Seller shall extend the
Warranty Period for the part or component identified as having a Serial Defect for
an additional twelve (12) months after expiration of the original Warranty Period.
However, in no event shall any part or component be warranted longer than twelve
(12) months from expiry of the original Warranty Period.
Premature Turbine Failures and Defects
27. TheSundance
Contractwind turbinegenerators
weredeliveredandtheprojectwas
substantially complete on or about April 14, 2021.
28. TheTraverseContractwind turbinegeneratorsweredeliveredandthe projectwas
substantially complete on or about March 18, 2022.
29. TheMaverickContractwind turbinegenerators

weredeliveredandtheprojectwas
substantially complete on or about September 10, 2021.
30.| BaseduponGE’sownmechanicalloadanalysis(MLA) reports,theexpecteduseful
life of the wind turbine generator main bearings is approximately 30 years. Within two or three
years of commercial use, however, the wind turbine generators for all three projects began
exhibiting significant signs of imminent complete failure and defects such as spalling, cracking,
etching, and breaking.
31. A large portion of the spalling, cracking, etching, breaking, and/or other defects
relate to the wind turbine generator main bearings.
32. The main bearingshold the drive shafts connectingthe rotors to the turbine
generators and allow the drive shafts to rotate freely to generateelectric power.
33. Themainbearingsarecrucialcomponents
to safeandproperoperationof the entire
wind turbine generator system for all three projects.
34. Therewerealsodefectsandfailuresidentifiedin thewind turbinegenerators

for all
three projects affecting components other than the main bearings. Additional defects include, but
are not limited to, the following:
a) Pitch Bearings. The pitch bearings connect the wind blades to the rotor hub and
allow the blades to rotate freely. Wind turbine generatorshave exhibited cracks
on the outer ring, which may propagate to the rotor hub casting and require
replacement of the rotor hub.
b) Gearbox Torque Pin Migration. The gearbox torque arm pins connect the
gearbox to the nacelle frame, which housesall of the generating components of
the wind turbine generators. The torque arm pins have exhibited downwind
migration that, if not remediated, will migrate to the point that the gearbox
becomes dismounted from the nacelle frame and lead to significant equipment
damage or failure.
c) TPI 9-meter Cracks at the SundanceProject. The TPI blades are connected to
the pitch bearing and drive the operation of the wind turbine generators.If the
cracks are not identified and remedied, they can cause failures of the blades,
including potential blade liberation.
d) The TPI blades have exhibited 48-meter to 52-meter Blade Edgewise Vibration
(““BEVP”). BEVP is an aeroelastic phenomenon induced by the wind when the
wind turbine generator is not producing power. BEVP is characterized by
increasing blade deflections, primarily in the edgewise direction, that results in
blade damage.
e) LM Blade Root Delamination. The LM blades are connected to the pitch
bearings and drive the operation of the wind turbine generators. All wind
turbine generators that utilize the LM blades at all projects are subject to
delamination at the blade root. If not detected and remedied, the delamination
can progress and cause blade failures that could result in blade liberation.
35. AEP promptly notified GE of all defects upon discovery in accordance with the
applicable terms of the contracts for all three projects.
Blade Liberation Event
36. The defects identified herein are significant, and if they are not properly and timely
addressed,they could lead to calamitous property damage and/or catastrophic injuries. As of the
date of this Complaint, one such calamitous event occurred.
37. On or aboutMay 4, 2023,GE’s contracteddrone-based

bladeinspectionvendor
performed an inspection on Sundance project tower WTG-020. GE’s vendor identified a severe
blade crack that should have shut the turbine down immediately after the May 4, 2023 inspection.
38.| However,GE failedto notify AEPof the severedefectandextremesafetyhazard,
despite having knowledge of the same. Lacking knowledge of the results of this particular
inspection, AEP returned the tower to service.
39. On or aboutMay 7, 2023,Sundance

projecttower WT'G-020experienced
a major
blade failure. Axis 1 (blade serial no. TPI-21317) experienced a blade liberation event that
originated from a crack on the leading edge at approximately 8-9 meters from the blade root.
40.|AEP’s own investigationof the bladeliberationeventrevealedthat tower WTG-
020 would have been shut down had AEP known of the defects and blade cracks identified by GE’s
drone-basedinspection vendor.
Warranty Claims
41. After discovering the defects identified herein, AEP timely made warranty claims,
including Serial Defect claims, for wind turbine generators on all three projects.
42. AEP also notified GE that all main bearings for wind turbine generatorson all three
projects have been affected by the same or similar design defects and will fail prematurely if they
had not already.
43. AEP continues to provide supporting documentation detailing how the material
defects and design defects identified on each project within the respective warranty periods have
resulted in complete turbine failures.
44. Despite having clear documentation detailing how the material defects and design
defects has resulted or will continue to result in complete failure, GE continued to deny AEP’s
10
warranty claims and repeatedly stated that the defects did not result in complete failure during the
relevant warranty period.
Root CauseAnalyses
45. Nevertheless, GE acknowledged AEP’s warranty claims, including the Serial
Defects claims, and GE eventually undertook a “root cause analysis,” as it was obligated to do
under Section 11 of the General Conditions for all three Contracts.
46.| GE’s main bearingroot causeanalysisidentifiedthe apparentcauseof the main
bearing defects to be, at least in part, the addition and/or application of a diamond-like carbon
(“DLC”) coating to the main bearing rollers.
47. GE also identified, as explained in its own root causeanalysis, a lack of a grounding
system as a contributing cause, at least in part, of the main bearing defects. A properly installed
grounding system may have prevented the failures and defects by redirecting stray electrical
currents away from the main bearing and/or other critical turbine components.
48. According to GE’s own root causeanalysis, the DLC coating, coupled with the lack
of a proper grounding system, caused the main bearings to exhibit premature and significant
cracking, spalling, etching, and breaking.
49. Certain main bearingshave failed completely,requiring significant repair and
replacement on all three projects. Others are showing significant signs that premature failure is
imminent.
50. Still othersare so closeto completefailure thatAEP hadno choicebut to de-rate
certain generators in order to continue operation becausecomplete failures are occurring so quickly
that AEP is struggling to keep up with replacements.
11
51. In addition to the main bearings, other defects and failures identified herein have
caused entire wind turbine generator systems to fail, degrade, fail completely, and/or otherwise
become inoperable.
52. Accordingly, GE performed separateroot cause analysesto determine the causeof
the defects affecting other critical turbine components, including the pitch bearing defects, among
others.
53. The rate of operabilityon all three projectsis significantly lower than what is
reasonable and expected. The wind turbine generators are expected to achieve 98% availability,
and they have consistently fallen well below that expectation for all three projects. At one point in
time, only 70% of the wind turbine generators on one project were in operation or were operating
properly. AEP expects suboptimal operation figures in the future when the wind turbine generators
continue to fail and/or degrade.
GE’s Contract Failures and AEP’s Notice of Claim
54. In responseto AEP’s warranty claims, and after performing the root causeanalyses
on all three projects, GE advised AEP that the project warranties only cover, or will ever cover,
“failed,” “derated,” and/or “down” turbines.
55. GE took the position that any type of damageto any wind turbine generator
component, including the main bearings, other than a complete failure will not “count toward [the]
serial defect [claims].”
56. Therefore, GE advised AEP that it will only repair or replace the main bearings or
other components if, and not until, the main bearings or other components fail or shut down
completely or are otherwise rendered inoperable.
12
57. | NotwithstandingGE’sposition,all AEP mainbearingsandothercomponents

had
already been identified to be defective, even if the defect did not cause a complete failure of any
given wind turbine generator.
58. Accordingly, AEP’s warranty claims are all covered under the terms of the three
Contracts, and GE must repair and/or replace the main bearings and other defective components,
even if they have not yet failed completely, becausethe damageobserved in the main bearings and
other components that have completely failed is the same type of damagethat has been or will be
exhibited in the main bearings and other components for each and every wind turbine generator
that GE delivered.
59. In spite of overwhelming evidence and documentation that the wind turbine
generators for all projects were defectively designed and have material defects to several critical
components, GE has failed and refused to repair and replace the main bearings and other
components for all wind turbine generators, in violation of the terms of the Contracts for all three
projects.
GE Sues a Main Bearing Manufacturer For The Same Defects
60. While GE continuedto deny,deflect,andrefuseto takeresponsibilityor perform
under the Contracts, it took the complete opposite position with respectto at least one main bearing
manufacturer.
61. On or about October 20, 2023, GE sued SKF USA, Inc. (“SKF”) in the United
States District Court for the Southern District of New York, Case No. 1:23-cv-09274-PKC.
62. In its complaint against SKF, GE alleged that the main bearings that SKF sold to
GE were required to have a useful life of twenty years and, beginning in April 2021, SKF main
bearings began to repeatedly fail. A copy of GE’s first amendedcomplaint against SKF is attached
to this Complaint as Exhibit D.

13
63. GE estimatedin that suit that GE’s coststo repairandreplacethe defectiveSKF
bearings will exceed $386 million.
64. GE alsoasserted
thatit is reasonablyforeseeable
thatadditionalSKFmainbearings
will fail in the future within their 20-year useful lifespan. GE is seeking to recover damagesand a
declaratory judgment for the costs to repair or replace main bearings that will foreseeably fail,
even if they have not already failed.
65. Thus, despite GE’s allegations in the SKF lawsuit, GE is taking the opposite
position with respect to AEP’s warranty claims, contrary to both the express warranties contained
in the Contract and its own judicial admissions.
66. GE, therefore,knows and has even suedSKF becauseit knows, at the very least,
that all DLC-coated main bearings will fail prematurely.
AEP’s Dispute Resolution Efforts
67. Asa result of GE’s continual failure to repair and/or replace defective turbine
generator components in accordance with the terms of the Contracts, AEP, through counsel,
notified GE of its failures and breaches on or about March 25, 2024. A true and accurate copy of
AEP’s March 25, 2024, notice letter is attached hereto as Exhibit E.
68. AEP’s March 25, 2024, notice letter demandedthat the dispute be referred to the
parties’ senior management, as required under the terms of all three contracts.
69. On March 29, 2024, GE respondedvia email to AEP’s March 25, 2024,notice letter
acknowledging receipt and stating, “[GE is] in the process of reviewing [the notice] thoroughly.”
70. Ina letterdatedApril 18,2024,GE acknowledged

receiptof AEP’snoticeof breach
and demand for a meeting between the parties’ respective senior management. GE’s April 18, 2024
responseletter is attached to this Complaint as Exhibit F.
14
71. GE acknowledged in its April 18 responseletter that it received AEP’s Serial Defect
and warranty claim submissions and stated that its “Fleet Performance Engineers” reviewed the
documentation submitted on each claim to “determine whether the alleged issue is present and in
certain instances, will request the bearing supplier [to] perform an independent analysis,”
presumably separatefrom its own root cause analysis.
72. However, GE refused to accept responsibility for the fact that the bearings are
defective and will inevitably fail. Instead, GE claimed that its own personnel and the main bearing
manufacturer “noted normal wear and tear signs on operational bearings that do not impact the
performance of the main bearing.” Therefore, GE stated, those claims were denied.
73. GE then claimed that, basedon its “internal re-review of claims submitted and
calculations towards Serial Defect,” the 20% Serial Defect threshold “has not been satisfied for
any of the projects during their respective Warranty Periods,” and therefore GE denied any
“contractual obligation to proactively replace/repair the component|s].”
74. — Instead,GEclaimed,thatAEP’s“contractualremedywouldbeatwelve(12)month
extended warranty for the components that ‘have not yet failed.’”
75. Similarly, with respectto the pitch bearing cracks, gearboxtorque arm pin
migration, the TPI 9-meter and blade edgewise vibration defects, and the LM root delamination,
GE denied any responsibility.
76. In summary,GE’s position, asof April 18,2024,wasthat it met all of its contractual
obligations under the respective Contracts and none of the claims addressedherein have met the
Serial Defect thresholds. Even if the Serial Defect thresholds were met, which GE denied, GE’s
position would be that AEP’s remedy would not be proactive repair and replacement, but a 12-
month extended warranty for the components that “have not yet failed.”
15
77. GE’s focushas consistentlybeenon the SerialDefectprovisions.At no point in
time did GE ever address whether or not the wind turbine generators were defectively designed.
78. In May 2024, the parties participated in the “senior management” discussions
contemplated by the dispute resolution provisions included in the Contracts. GE and AEP
representatives discussed, among other things, the fact that only 70% of the wind turbine
generators were operational at the Sundance Project. GE merely listened to AEP’s concerns and
requestedmore time to review. GE agreedto meet again to continue discussions on May 23, 2024.
79. AEP and GE “senior management” met again on or about May 23, 2024. During
the meeting, GE offered certain services at no cost or at a discounted cost to AEP, but only for the
remainder of the 2024 calendar year. GE also offered to perform certain repairs on a limited number
of AEP’s wind turbine generators. However, GE’s “offers” fell well short of its obligations under
the Contracts and did not address major aspects of the issues, including the fact that the wind
turbine generatorswere defectively designed.
80. Instead of complying with the Contracts, GE continued to deflect, evade, and deny
responsibility for failures or reasonably expected failures of components of the GE wind turbine
generators.As a result, the parties were ultimately unable to reach an agreement after the May 23,
2024, “senior management” meeting.
81. AEP has complied with all dispute resolution provisions contained in the Contracts,
yet GE has completely failed, and continues to fail, to meet its contractual obligations.
82. Asaresult of the wind turbine generator design defects and other material defects,
AEP has incurred, and will continue to incur, significant costs, expenses,and/or damagesto repair
and replace wind turbine generator components for all three projects.
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83. AEP has also incurred costs, expenses,and/or damages as a result of GE’s failure
to comply with the terms of the contracts for all three projects, including the warranty provisions,
among others.
84. As a direct and proximate result of GE’s failures and breached, AEP has also
incurred, and continues to incur, costs and damages related to its inability to meet its generation
guarantees with its customers.
FIRST CAUSE OF ACTION
(Breach of Contract —Sundance Contract)
85. AEP incorporatesby referenceall previousallegationsasif fully restatedhere.
86. The SundanceContracta valid andenforceablecontractfor the purchaseandsale
of certain wind turbine generators,together with associatedequipment and services, as specifically
described in the attached Exhibit A.
87. AEP has standing to bring this cause of action against GE as the successor-in-
interest under the Sundance Contract.
88. TheSundance
Contractincorporatedby referencecertainspecifications,
terms,and
conditions set forth in the attached Exhibit A.
89. GE deliveredthe SundanceContractwind turbine generators,togetherwith the
associatedequipment, and performed certain services pursuant to the SundanceContract.
90. Within two yearsof commercialoperation,the SundanceContractwind turbine
generators began to fail and/or otherwise exhibit material defects. As of the date of the filing of
this Complaint, one or more failures and/or material defects have been detected in most, if not all,
wind turbine generators that GE delivered pursuant to the Sundance Contract.
91. These prematurefailures indicate that the SundanceContract wind turbine
generators did not conform to the terms of the Sundance Contract at the time of delivery. Such
17
non-conformity was not detectable or discoverable upon delivery and only became known when
the defects were exhibited and/or the failures took place.
92. GE breachedthe Sundance

Contractby deliveringthe wind turbinegenerators
and
associatedequipment and performing services that did not conform to the terms of the Sundance
Contract. GE also breached the SundanceContract by delivering wind turbine generators that were
defectively designed.
93. Sundance
andAEPperformedall of their obligationsunderthe Sundance
Contract,
including full payment of the purchase price.
94. SundanceandAEP performedall conditionsprecedentto performanceunderthe
SundanceContract and as required by New York law, including providing GE with prompt notice
upon initial discovery of the defects and/or failures and all subsequentdefects and/or failures.
95. Sundance and AEP have incurred, and will continue to incur, damages as a direct
and proximate result of GE’s breaches.
96. Based upon the allegations set forth in this Complaint, AEP seeks a judgment for
money damagesin an amount to be determined at trial for breach of the Sundance Contract.
SECOND CAUSE OF ACTION
(Breach of Contract —Traverse Contract)
97. AEP incorporates by reference all previous allegations as if fully restated here.
98. TheTraverseContracta valid andenforceablecontractfor the purchaseandsaleof
certain wind turbine generators, together with associated equipment and services, as specifically
described in the attached Exhibit B.
99, AEP has standingto bring this causeof action againstGE as the successor-in-
interest to the Traverse Contract.
18
100. The Traverse Contract incorporated by reference certain specifications, terms, and
conditions set forth in the attached Exhibit B.
101. GE delivered the Traverse Contract wind turbine generators, together with the
associatedequipment, and performed certain services pursuant to the Traverse Contract.
102. Within two years of commercial operation, the Traverse Contract wind turbine
wind turbine generators that GE delivered pursuant to the Traverse Contract.
103. These premature failures indicate that the Traverse Contract wind turbine
generatorsdid not conform to the terms of the Traverse Contract at the time of delivery. Such non-
conformity was not detectable or discoverable upon delivery and only became known when the
defects were exhibited and/or the failures took place.
104. GE breached the SundanceContract by delivering the wind turbine generators and
associated equipment and performing services that did not conform to the terms of the Traverse
Contract. GE also breached the Traverse Contract by delivering wind turbine generators that were
105. Traverse and AEP performed all of their obligations under the Traverse Contract
and as required under New York law, including full payment of the purchase price.
106. Traverse and AEP performed all conditions precedent to performance under the
Traverse Contract and as required under New York law, including providing GE with prompt notice
upon initial discovery of the defects and/or failures and all subsequentdefects and/or failures.
107. TraverseandAEP haveincurred,andwill continueto incur, damagesasa direct
19
money damagesin an amount to be determined at trial for breach of the Traverse Contract.
THIRD CAUSE OF ACTION
(Breach of Contract —Maverick Contract)
110. The Maverick Contract a valid and enforceable contract for the purchase and sale
of certain wind turbine generators,together with associatedequipment and services, as specifically
described in the attached Exhibit C.
111. AEP has standing to bring this cause of action against GE as the successor-in-
interest to the Maverick Contract.
112. The Maverick Contract incorporated by reference certain specifications, terms, and
conditions set forth in the attached Exhibit C.
113. GE delivered the Maverick Contract wind turbine generators, together with the
associatedequipment, and performed certain services pursuant to the Maverick Contract.
114. Within two years of commercial operation, the Maverick Contract wind turbine
wind turbine generators that GE delivered pursuant to the Maverick Contract.
115. These premature failures indicate that the Maverick Contract wind turbine
generators did not conform to the terms of the Maverick Contract at the time of delivery. Such
non-conformity was not detectable or discoverable upon delivery and only became known when
the defects were exhibited and/or the failures took place.
116. GE breachedthe Maverick Contract by delivering the wind turbine generators and
associatedequipment and performing services that did not conform to the terms of the Maverick
20
Contract. GE also breachedthe Maverick Contract by delivering wind turbine generatorsthat were
117. Maverick and AEP performed all of their obligations under the Maverick Contract
and as required under New York law, including full payment of the purchase price.
118. Maverick and AEP performed all conditions precedent to performance under the
Maverick Contract and as required under New York law, including providing GE with prompt
notice upon initial discovery of the defects and/or failures and all subsequent defects and/or
failures.
119. Maverick and AEP have incurred, and will continue to incur, damages as a direct
money damagesin an amount to be determined at trial for breach of the Maverick Contract.
FOURTH CAUSE OF ACTION
(Breach of Express Warranty —Sundance Contract)
122. Under the Sundance Contract, GE expressly warranted, among other things, that
the goods would be delivered in accordancewith generally accepted operational practices of the
power producing industry and would be free from defects in material, workmanship, and title.
123. In the event that the goods did not conform to the warranty under the Sundance
Contract, GE was obligated to, at its sole expense, remove and replace the defective goods. GE
was also required, at its sole expense, to correct any warranty defect by either removing or
replacing the defective goods.
124. GE’s express warranty under the Sundance Contract was a promise that became
part of the basis of the bargain.
21
125. Sundancerelied on GE’s expresswarranty as part of the reason for entering into the
Sundance Contract. AEP relied on GE’s express warranty as part of the reason for taking
assignment of the SundanceContract.
126. The goods failed to conform to GE’s express warranty under the Sundance
Contract.
127. Upon AEP’s proper notice, GE failed to repair or replace the goods, as expressly
required under the SundanceContract.
128. Sundance and AEP satisfied and performed all conditions precedent to GE’s
obligation to perform under the SundanceContract expresswarranty.
129. AEP has, and will continue to, incur costs, expenses,and damagesas a direct and
proximate result of GE’s breaches and failures.
money damagesin an amount to be determined at trial for breach of expresswarranty.
FIFTH CAUSE OF ACTION
(Breach of Express Warranty —Traverse Contract)
132. Under the Traverse Contract, GE expressly warranted, among other things, that the
goods would be delivered in accordancewith generally acceptedoperational practices of the power
producing industry and would be free from defects in material, workmanship, and title.
133. In the event that the goods did not conform to the warranty under the Traverse
22
134. GE’s expresswarranty under the Traverse Contract was a promise that becamepart
of the basis of the bargain.
135. Traverse relied on GE’s expresswarranty as part of the reason for entering into the
Traverse Contract. AEP relied on GE’s expresswarranty aspart of the reason for taking assignment
of the Traverse Contract.
136. The goods failed to conform to GE’s expresswarranty under the Traverse Contract.
137. Upon AEP’s proper notice, GE failed to repair or replace the goods, as expressly
required under the Traverse Contract.
138. Traverse and AEP satisfied and performed all conditions precedent to GE’s
obligation to perform under the Traverse Contract expresswarranty.
139. AEP has, and will continue to, incur costs, expenses,and damages as a direct and
proximate result of GE’s breachesand failures.
SIXTH CAUSE OF ACTION
(Breach of Express Warranty —Maverick Contract)
142. Under the Maverick Contract, GE expressly warranted, among other things, that
the goods would be delivered in accordance with generally accepted operational practices of the
power producing industry and would be free from defects in material, workmanship, and title.
143. In the event that the goods did not conform to the warranty under the Maverick
23
144. GE’s express warranty under the Maverick Contract was a promise that became
part of the basis of the bargain.
145. Maverick relied on GE’s expresswarranty as part of the reason for entering into the
Maverick Contract. AEP relied on GE’s express warranty as part of the reason for taking
assignment of the Maverick Contract.
146. The goods failed to conform to GE’s expresswarranty under the Maverick Contract.
147. Upon AEP’s proper notice, GE failed to repair or replace the goods, as required
under the Maverick Contract.
148. Maverick and AEP satisfied and performed all conditions precedent to GE’s
obligation to perform under the Maverick Contract express warranty.
149. AEP has, and will continue to, incur costs, expenses,and damages as a direct and
proximate result of GE’s breachesand failures.
SEVENTH CAUSE OF ACTION
(Breach of Implied Warranties —Sundance Contract)
152. GE designed the wind turbine generators that are the subject of the Sundance
Contract for the purpose of generating electric power.
153. GEisamerchant with respectto goods of the kind subject to the SundanceContract
(namely, wind turbine generators and their components) within the meaning of Section 2-104 of
the UCC.
154. The wind turbine generators(and their individual components) sold by GE pursuant
to the SundanceContract are goods within the meaning of Section 2-105(1) of the UCC.
24
155. Accordingly, under N.Y. UCC § 2-314, there was an implied warranty in the sale
of the wind turbine generators (and their individual components) that they were merchantable, and
under N.Y. UCC § 2-315, there was an implied warranty that the goods sold and delivered were fit
for the particular purpose of generating electric power.
156. Relying upon the implied warranties concerning the wind turbine generators (and
their individual components), Sundancepaid GE valuable consideration for the same.AEP relied
on the implied warranties as part of the reason for taking assignment of the SundanceContract.
157. GE breached its implied warranties by, among other things, delivering wind turbine
generators and components to the SundanceProject site that:
a) have completely failed or are at imminent risk of completely failing;
b) were defectively designed;
c) prematurely exhibited signs of failure, including spalling, cracking,
etching, and breaking;
d) failed after only two or three years of useful operation; and
e) were not suitable or fit for the purpose of generating electric power.
158. AEP, as the Sundance Contract successor-in-interest, suffered, and continues to
suffer, damagesas a direct and proximate result of GE’s breachesof the SundanceContract implied
warranties of merchantability and fitness for a particular purpose in that, among other things, the
wind turbine generators have failed, have been derated, do not generate sufficient electric power,
and will need to be repaired and/or replaced.
159. Sundance and AEP were not aware, nor could they have become aware by ordinary
diligence, of GE’s breachesof implied warranties at the time of delivery.
25
160. Sundance and AEP materially complied with all notice requirements with respect
to the breaches of implied warranties alleged herein.
161. The express warranties and remedies included in the Sundance Contract fail their
essential purpose.
money damagesin an amount to be determined at trial for breach of implied warranties.
EIGHTH CAUSE OF ACTION
(Breach of Implied Warranties —Traverse Contract)
164. GE designed the wind turbine generators that are the subject of the Traverse
165. GEisa merchant with respect to goods of the kind subject to the Traverse Contract
the UCC.
166. The wind turbine generators(and their individual components) sold by GE pursuant
to the Traverse Contract are goods within the meaning of Section 2-105(1) of the UCC.
their individual components), Traverse paid GE valuable consideration for the same. AEP relied
on the implied warranties as part of the reason for taking assignment of the Traverse Contract.
26
169. GE breachedits implied warranties by, among other things, delivering wind turbine
generators and components to the Traverse Project site that:
d) failed, or will imminently fail, after only two or three years of useful
operation; and
170. AEP, as the Traverse Contract successor-in-interest, suffered, and continues to
suffer, damagesas a direct and proximate result of GE’s breaches of the Traverse Contract implied
171. Traverse and AEP were not aware, nor could they have become aware by ordinary
172. Traverse and AEP materially complied with all notice requirements with respect to
the breaches of implied warranties alleged herein.
173. The express warranties and remedies included in the Traverse Contract fail their
essential purpose.
27
NINTH CAUSE OF ACTION
(Breach of Implied Warranties —Maverick Contract)
176. GE designed the wind turbine generators that are the subject of the Maverick
177. GEisamerchant with respect to goods of the kind subject to the Maverick Contract
the UCC.
178. The wind turbine generators (and their individual components) sold by GE pursuant
to the Maverick Contract are goods within the meaning of Section 2-105(1) of the UCC.
their individual components), Maverick paid GE valuable consideration for the same. AEP relied
on the implied warranties as part of the reason for taking assignment of the Maverick Contract.
181. GE breachedits implied warranties by, among other things, delivering wind turbine
generators and components to the Maverick Project site that:
28
d) failed, or will imminently fail, after only two or three years of useful
operation; and
182. AEP, as the Maverick Contract successor-in-interest, suffered, and continues to
suffer, damagesas a direct and proximate result of GE’s breachesof the Maverick Contract implied
183. Maverick and AEP were not aware, nor could they have become aware by ordinary
184. Maverick and AEP materially complied with all notice requirements with respect
to the breachesof implied warranties alleged herein.
185. The express warranties and remedies included in the Maverick Contract fail their
essential purpose.
TENTH CAUSE OF ACTION
(Declaratory Judgment of Liability for Future Failures Under the Sundance Contract)
188. A significant portion of the wind turbine generators that GE delivered pursuant to
the SundanceContract have prematurely and completely failed.
189. Defects in design and materials have been detected in a significant portion of the
wind turbine generators that GE delivered pursuant to the Sundance Contract.
29
190. The defects that causeda significant portion of the SundanceContract wind turbine
generators to prematurely and completely fail have been detected in all wind turbine generators
that GE delivered pursuant to the SundanceContract, even though they may not have completely
failed yet.
191. It is reasonably foreseeable that additional Sundance Contract wind turbine
generatorswill imminently and completely fail. Such failures will require AEP to incur substantial
costs and damages to replace and/or repair the wind turbine generators in order to meet their
customers’ electricity generation requirements.
192. Inspite of the fact that the defects exhibited in the SundanceContract wind turbine
generators that have, to date, completely failed, GE has denied any responsibility for the
defectively designed wind turbine generators that are reasonably expected to fail in the future.
193. Accordingly, there is a genuine and material dispute between AEP and GE
involving a substantial legal interest under the Sundance Contract, and a declaration concerning
GE’s liability for future wind turbine generator failures will have substantial practical effect.
194. GE has acknowledged defects in Sundance Contract wind turbine generators that
have already completely failed, yet GE refuses to accept responsibility for the SundanceContract
wind turbine generatorsthat are reasonably expected to completely fail in the future.
195. AEP is entitled to a judgment declaring GE liable for costs and expensesassociated
with future Sundance Contract wind turbine failures that are caused by GE’s defective material
and design.
ELEVENTH CAUSE OF ACTION
(Declaratory Judgment of Liability for Future Failures Under the Traverse Contract)
30
the Traverse Contract have prematurely and completely failed.
wind turbine generators that GE delivered pursuant to the Traverse Contract.
199. The defects that caused a significant portion of the Traverse Contract wind turbine
that GE delivered pursuant to the Traverse Contract, even though they may not have completely
failed yet.
200. It is reasonably foreseeable that additional Traverse Contract wind turbine
generatorswill imminently and completely fail. Such failures will require AEP to incur substantial
201. In spite of the fact that the defects exhibited in the Traverse Contract wind turbine
defectively designed wind turbine generators that are reasonably expected to fail in the future.
involving a substantial legal interest under the Traverse Contract, and a declaration concerning
203. GE has acknowledged defects in Traverse Contract wind turbine generators that
have already completely failed, yet GE refuses to accept responsibility for the Traverse Contract
wind turbine generators that are reasonably expected to completely fail in the future.
31
with future Traverse Contract wind turbine generator failures that are caused by GE’s defective
material and design.
TWELFTH CAUSE OF ACTION
(Declaratory Judgment of Liability for Future Failures Under the Maverick Contract)
the Maverick Contract have prematurely and completely failed.
wind turbine generators that GE delivered pursuant to the Maverick Contract.
208. The defects that causeda significant portion of the Maverick Contract wind turbine
that GE delivered pursuant to the Maverick Contract, even though they may not have completely
failed yet.
209. It is reasonably foreseeable that additional Maverick Contract wind turbine
generators will imminently and completely fail. Such failures will require AEP to incur substantial
210. Inspite of the fact that the defects exhibited in the Maverick Contract wind turbine
defectively designed wind turbine generatorsthat are reasonably expected to fail in the future.
involving a substantial legal interest under the Maverick Contract, and a declaration concerning
32
212. GE has acknowledged defects in Maverick Contract wind turbine generators that
have already completely failed, yet GE refuses to accept responsibility for the Maverick Contract
wind turbine generatorsthat are reasonably expected to completely fail in the future.
with future Maverick Contract wind turbine generator failures that are caused by GE’s defective
material and design.
PRAYER FOR RELIEF
WHEREFORE, Plaintiff AEP respectfully requests the following relief:
A. Judgment for money damages against GE for the costs that AEP has incurred to
repair and replace known failures of the wind turbine generators (or their
individual components) in an amount to be proven at trial;
B. Judgment for money damages against GE for other costs associated with known
wind turbine generator failures in an amount to be proven at trial;
C. Judgment for money damagesagainst GE for costs associatedwith AEP’s inability

to meet its customers’ electricity generation requirements and are the direct and
proximate result of GE’s breachesof contract and warranty;
D. Judgment declaring GE liable for the costs associated with the reasonably
foreseeable future failures of the wind turbine generators within their useful
service life;
E. Judgment against GE for the costs and expenses, including reasonable attorneys’
fees, in connection with this action and to the extent permitted by law;
F. Pre- and post-judgment interest as provided by applicable law; and
G. All other and further relief as the Court may deemjust and proper.
33
Respectfully submitted,
By: /s/ Oren S. Giskan

Oren S. Giskan
GISKAN SOLOTAROFF &
ANDERSON LLP
90 Broad Street
New York, NY 10004
Telephone: (212) 847-8315
Facsimile: (646) 964-9610
ogiskan@gslawny.com
Attorneys for Plaintiffs Public Service

Company of Oklahoma and Southwestern
Electric Power Company
Of Counsel (Pro Hac Vice Motion To Come):
Eric L. Singer
Taft Stettinius & Hollister LLP
111 East Wacker Drive, Suite 2600
Chicago, Illinois 60601-4208
Telephone: (312) 836-4191
Facsimile: (312) 527-4011
esinger@taftlaw.com
JosephP. Guenther
Taft Stettinius & Hollister LLP
41 S. High Street, Suite 1800
Columbus, Ohio 43215-6106
Telephone: (614) 220-0269
Facsimile: (614)221-2007
jguenther@taftlaw.com
133705776v1
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CAUTION: THIS DOCUMENT HAS NOT YET BEEN REVIEWED BY THE COUNTY CLERK. (See below.) INDEX NO.

INDEX NO. UNASSIGNED

SUPREME COURT OF THE STATE OF NEW YORK

Date Index No. Purchased:

To the above named Defendant(s)

The basis of venue is_ pursuant

Dated: NewYork, NewYork

June 28, 2024

by /s/ Oren S. Giskan

Attorneys for Plaintiff

Attorneys for Plaintiffs Public Service Company

SUPREME COURT OF THE STATE OF NEW YORK

PUBLIC SERVICE COMPANY OF Index No.

GE RENEWABLES NORTH AMERICA, COMPLAINT

TO THE SUPREME COURT OF THE STATE OF NEW YORK

Plaintiffs Public Service Company of Oklahoma and Southwestern Electric Power

against Defendant GE RenewablesNorth America, LLC (“GE”), allege as follows:

l. This is an actionfor breachof contractand breachof warrantyarisingfrom the

and other deficiencies.

2. As of thedateof this Complaint,a significantportionof thewind turbinegenerators

failures and/or defects.

3. AEPexpectsto incurmillions of dollarsin costsanddamages

future failures of GE’s wind turbine generators.

4. Public ServiceCompanyof Oklahomais an Oklahomacorporation with its

Power Company, Inc., a New York corporation.

5. AEP is the successor-in-interest

business located at 1 S. Wacker Drive, Suite 1800, Chicago, Illinois 60606.

6. GE is a Delawarelimited liability companywith its principal place of business

at 1 River Road, Schenectady,New York 12345.

JURISDICTION AND VENUE

8. This Courthaspersonaljurisdiction over GE pursuantto CPLR § 302(a)because,

9. Venueis properpursuantto CPLR § 503(a)asthe eventsgiving rise to the claims

10. This Complaintinvolvesthreeseparate

multinational power generation development and operations company headquartered in Chicago,

GE for three separaterenewable energy projects located in Oklahoma.

three contracts with GE.

this Complaint as Exhibit A.

14. Under the SundanceContract, GE agreedto sell, and Sundanceagreedto purchase,

certain ancillary equipment listed on a “Scope of Supply” attachment.

15. 30,2020,GEandTraverseWindEnergy,LLC2 (“Traverse’’)

attached to this Complaint as Exhibit B.

16.| Underthe TraverseContract,GE agreedto sell, andTraverseagreedto purchase,

17. On or about September30, 2020, GE and Maverick Wind Project, LLC3

attached to this Complaint as Exhibit C.

18. Underthe MaverickContract,GE agreedto sell, andMaverickagreedto purchase,

certain ancillary equipment listed in a “Scope of Supply” attachment.

19. GE agreedto deliver all wind turbine generatorcomponentsand ancillary

Component Delivery Dates.”

and “training services” as described in detail under all three contracts.

21. True and accuratecopiesof the SundanceContract,the TraverseContract,and the

agreementswill hereinafter be collectively referred to as the “Contract” and/or the “Contracts” as

appropriate and unless specifically identified and/or described otherwise.

Relevant Contract Terms and Conditions

three Contracts provided, in pertinent part, the following:

all three contracts provided, in pertinent part the following:

pertinent part, the following:

(a) Warranty.Subjectto the conditionssetforth in Paragraph(b) below,Seller

25. EachContractcontainedsubstantiallysimilar remedyprovisions.Section11(c)of

correction. Seller shall be responsible for removing and replacing defective