Case 1:10-cv-01585-TJM -RFT Document 1 Filed 12/30/10 Page 1 of 40

UNITED STATES DISTRACT COURT

NORTHERN DISTRICT OF NEW YORK

BBI International and Michael Bryan, in his capacity as

Chairman of BBI International,

Plaintiffs,
JURY TRIAL DEMANDED
vs.

Westchester Fire Insurance Company, 1:10-CV-1585

(TJM/DRH)
Defendant.

COMPLAINT

Plaintiffs BBI International, Inc. (“BBI”) and Michael Bryan, BBI’s Chairman (“Bryan”)

(Plaintiffs collectively, “BBI and Bryan”), by and through their undersigned counsel, allege for

their Complaint against Defendant Westchester Fire Insurance Company (“Defendant”) as

follows:

NATURE OF ACTION

1. This is an action for breach of contract, and for declaratory and other relief.

2. This action arises out of BBI’s and Bryan’s claims for insurance coverage,

including defense and indemnification, in connection with an underlying arbitration proceeding

captioned Empire State Ethanol & Energy, LLC v. BBI International and Michael Bryan,

American Arbitration Association, Case No. 13 122 2387 09 (the “Arbitration Proceeding”), as

well as the underlying litigation captioned Empire State Ethanol & Energy, LLC v. BBI

International, et al, Civil Action No. 08-CV-0623 (GLS/RFT), which is pending in United States

District Court for the Northern District of New York (the “Federal Court Action”).
 Case 1:10-cv-01585-TJM -RFT Document 1 Filed 12/30/10 Page 2 of 40

3. BBI and Bryan seek a judicial determination regarding the parties’ respective

rights and obligations under an insurance policy issued by Defendant. BBI and Bryan also seek

an award of Claims Expenses, indemnification of damages that are covered under the subject

insurance policy, and attorneys’ fees, to the extent permitted by contract and as a matter of law.

BBI and Bryan further seek damages and/or other relief for causes of action sounding in breach

of contract, unfair claims practices and bad faith by Defendant.

4. BBI’s and Bryan’s request for a declaratory judgment and other requested relief

arises from (1) Defendant’s breach of its contractual obligations to BBI and Bryan under

Miscellaneous Professional Liability Policy No. G23617006 001 issued to BBI for the policy

period of August 1, 2007 to August 1, 2008 for third-party claims that were asserted against BBI

and Bryan in connection with the Arbitration Proceeding and the Federal Court Action, and

(2) Defendant’s breach of its contractual obligations to BBI and Bryan under a Confidential

Allocation Agreement, effective September 10, 2010 (the “Allocation Agreement”).

THE PARTIES

5. Plaintiff BBI is a domestic corporation organized and existing under the laws of

the State of Colorado, with its principal business offices located at 308 2nd Ave N., Suite 304,

Grand Forks, North Dakota 58203.

6. Plaintiff Michael Bryan is the Chairman of BBI. Michael Bryan is a citizen of the

State of Colorado, residing at 5015 County Road 12, Cotopaxi, Colorado 81223.

7. Defendant is a domestic corporation, organized and existing under the laws of the

State of New York, with its principal place of business in Roswell, Georgia.

8. Defendant is an insurance company that is licensed to do business and does

transact business in the State of New York.

2
 Case 1:10-cv-01585-TJM -RFT Document 1 Filed 12/30/10 Page 3 of 40

JURISDICTION AND VENUE

9. BBI and Bryan file this action under and pursuant to the Federal Declaratory

Judgment Act, 28 U.S.C. § 2201.

10. This Court has jurisdiction of this action pursuant to 28 U.S.C. §§ 1332(a) and

(c)(1) as complete diversity of the parties exists and the amount in controversy exceeds the sum

of Seventy-Five Thousand Dollars ($75,000.00), exclusive of costs and interest.

11. Venue is proper in this District pursuant to 28 U.S.C. § 1391 because Defendant

is subject to personal jurisdiction in this District and because a substantial part of the events and

omissions giving rise to this claim occurred in this District, including commencement of the

Federal Court Action, which is being litigated in this judicial district. In addition, the allegations

against BBI and Bryan in the Arbitration Proceeding and Federal Court Action pertain to a

potential development site located in Albany, New York.

THE POLICY

12. Defendant issued Miscellaneous Professional Liability Policy No. G23617006

001 to BBI for the policy period of August 1, 2007 to August 1, 2008 (the “Westchester Policy”).

13. Upon information and belief, a true and correct copy of the Westchester Policy is

annexed hereto and made a part hereof as Exhibit A.

14. The Westchester Policy requires Defendant to defend BBI and Bryan for Claims

first made against the insured and reported to the Defendant during the Policy Period and to pay

related Claims Expenses, including attorneys’ fees.

15. The Westchester Policy requires Defendant to pay Damages arising from covered

Claims, including judgments, any award or prejudgment and post-judgment interest, awards and

settlements.

3
 Case 1:10-cv-01585-TJM -RFT Document 1 Filed 12/30/10 Page 4 of 40

16. The Westchester Policy affords coverage for Claims Expenses incurred and

damages awarded in connection with the Arbitration Proceeding and the Federal Court Action.

17. BBI and Bryan timely tendered notice of their claims for coverage under the

Westchester Policy for the Federal Court Action and the Arbitration Proceeding, including the

Arbitration Award.

THE ALLOCATION AGREEMENT

18. Defendant disputed coverage for certain of BBI and Bryan’s Claims and Claims

Expenses incurred in connection with the Arbitration Proceeding, as well as for potential

damages to be awarded in that proceeding.

19. On or about September 10, 2010, the parties entered into a confidential allocation

agreement (“Allocation Agreement”).

20. The Allocation Agreement contains a confidentiality provision that states, “This

Agreement is confidential. No Party – nor any person or entity in privity with such Party – will

disclose, publish, use, or refer to this Agreement, any of its terms, or any negotiations leading to

its formation, except to the extent necessary to enforce this Agreement or to respond to a court

order, a subpoena, or other obligation at law . . . .” (emphasis added).

21. In the Allocation Agreement, Defendant agreed to indemnify BBI and Bryan

based on a “50/50 allocation” of Claims Expenses incurred in the Arbitration Proceeding,

payment of “one hundred percent (100%)” of the damages if BBI and/or Bryan were found liable

in the Arbitration Proceeding for only covered Claims, and payment of “fifty percent (50%)” of

the damages if BBI and/or Bryan were found liable in the Arbitration Proceeding for any

uncovered Claim(s).

4
 Case 1:10-cv-01585-TJM -RFT Document 1 Filed 12/30/10 Page 5 of 40

FACTUAL ALLEGATIONS

22. On June 13, 2008, an action was commenced by Empire State Ethanol and

Energy, LLC (“Empire State Ethanol”) against BBI and certain other defendants by the filing of

a summons and complaint in the Federal Court Action.

23. On or about June 27, 2008, BBI tendered notice of the Federal Court Action to

Defendant.

24. By letter dated July 11, 2008, Defendant issued an acknowledgment letter to

counsel for BBI regarding BBI’s request for coverage of the Federal Court Action.

25. By letter dated July 25, 2008, Defendant set forth its coverage position with

respect to BBI’s request for coverage of the Federal Court Action and denied coverage under the

Westchester Policy.

26. Empire State Ethanol named Bryan as a defendant in the Federal Court Action upon

the filing of the Amended Summons and Amended Complaint on or about September 10, 2008.

27. On October 3, 2008, BBI and Bryan moved to dismiss Empire State Ethanol’s

claims and compel arbitration.

28. By letter dated December 11, 2008, Defendant’s counsel issued a supplemental

coverage position letter with respect to the Amended Complaint in the Federal Court Action,

which letter reiterated Defendant’s previously-stated position and declined any coverage

obligation under the Westchester Policy.

29. Pursuant to a March 20, 2009 Decision and Order, the Court granted BBI’s and

Bryan’s motion to compel arbitration and stayed the Federal Court Action proceedings pending

final resolution of the arbitration.

30. Empire State Ethanol filed Demand for Arbitration (“Arbitration Demand”), dated

September 11, 2009, with the American Arbitration Association.

5
 Case 1:10-cv-01585-TJM -RFT Document 1 Filed 12/30/10 Page 6 of 40

31. Empire State Ethanol filed an Amended Arbitration Demand (“Amended

Arbitration Demand”), dated December 21, 2009, with the American Arbitration Association.

32. Empire State Ethanol filed a Supplemental Amended Arbitration Demand

(“Supplemental Arbitration Demand”), dated June 14, 2010, with the American Arbitration

Association.

33. By letter dated December 29, 2009, BBI and Bryan timely tendered notice of the

Arbitration Proceeding and requested coverage under the Westchester Policy, including coverage

of Claims Expenses and Damages.

34. As part of the Arbitration Proceeding, Empire State Ethanol and BBI and Bryan

mutually selected an arbitrator, Walter Gans, Esq, and engaged in discovery and various pretrial

motions. The Arbitration Proceeding culminated in a five-day arbitration hearing held from

June 21, 2010 to June 25, 2010.

35. On September 22, 2010, the arbitrator issued the Award of Arbitrator

(“Arbitration Award”).

36. The Arbitration Award resolved all of the claims previously alleged by Empire

State Ethanol in the Arbitration Proceeding and awarded Empire State Ethanol damages in the

amount of one hundred twenty thousand dollars ($120,000.00), plus interest, as well as

one hundred thousand dollars ($100,000.00) in attorneys’ fees, and twenty three thousand,

one hundred eighty six dollars and twenty seven cents ($23,186.27) representing reimbursement

for a portion of the arbitration costs (collectively “Arbitration Damages”).

37. On September 23, 2010, BBI and Bryan gave written notice to Defendant

requesting coverage of the Arbitration Damages in accordance with the Allocation Agreement.

6
 Case 1:10-cv-01585-TJM -RFT Document 1 Filed 12/30/10 Page 7 of 40

38. On November 10, 2010, Defendant notified BBI and Bryan of its coverage

position with respect to prior Claims Expenses and the Arbitration Damages, which position was

substantially inconsistent with the policy provisions of the Westchester Policy as well as the

terms to which Defendant agreed in the Allocation Agreement.

39. On November 15, 2010, in the Federal Court Action, BBI and Bryan submitted a

Notice of Motion to Confirm Arbitration Award and for Dismissal of the Action, for an Order

pursuant to Section 1 of the Federal Arbitration Act (9 U.S.C. § 9) confirming the Arbitration Award

in favor of BBI and Bryan and dismissing all claims against them in the Federal Court Action.

40. By letter dated November 29, 2010, BBI and Bryan rejected Defendant’s

coverage position and reiterated its request for indemnification of the Arbitration Damages.

41. On December 20, 2010, Empire State Ethanol filed papers in the Federal Court

Action reporting its agreement that the Arbitration Award should be confirmed.

42. To date, Defendant has refused to assume its contractual obligations under the

Westchester Policy and the Allocation Agreement, including but not limited to the

indemnification of BBI and Bryan for the Arbitration Damages and the full payment of Claims

Expenses related to the Arbitration Proceeding and Federal Court Action.

DEFENDANT’S BREACH OF CONTRACT UNDER

THE WESTCHESTER POLICY

43. BBI and Bryan provided Defendant with timely notice of both the Federal Court

Action and the Arbitration Proceeding.

44. BBI and Bryan have satisfied the conditions precedent to coverage under the

Westchester Policy.

7
 Case 1:10-cv-01585-TJM -RFT Document 1 Filed 12/30/10 Page 8 of 40

45. Unless plainly not covered or expressly excluded by the Westchester Policy, the

Claims Expenses and Arbitration Damages arising from the Arbitration Proceeding and the

Federal Court Action are covered by the Westchester Policy.

46. Defendant has refused to honor its contractual obligations to BBI and Bryan in

connection with its defense and indemnification obligations relative to the Arbitration

Proceeding and the Federal Court Action.

47. By refusing to honor its obligations to BBI and Bryan, Defendant has breached its

contractual obligations to BBI and Bryan.

FIRST CLAIM FOR RELIEF

(Declaratory Relief)

48. BBI and Bryan repeat and reallege the allegations set forth in paragraphs 1

through 47 as if fully set forth herein.

49. An actual and justiciable controversy exists between BBI and Bryan and Defendant

regarding the parties’ rights, duties and obligations under the Westchester Policy and

Allocation Agreement in connection with the Arbitration Proceeding and the Federal Court Action.

50. Pursuant to 28 U.S.C. § 2201, BBI and Bryan are entitled to a declaration

regarding the parties’ rights, duties and obligations under the Westchester Policy and Allocation

Agreement with respect to the Claims Expenses and Arbitration Damages arising from the

Arbitration Proceeding and Claims Expenses arising from the Federal Court Action.

51. BBI and Bryan are entitled to a judicial declaration that Defendant is contractually

obligated to provide coverage for the Claims Expenses and Arbitration Damages awarded in

connection with the Arbitration Proceeding, and for Claims Expenses incurred by BBI and Bryan

in connection with the defense of the Federal Court Action.

8
 Case 1:10-cv-01585-TJM -RFT Document 1 Filed 12/30/10 Page 9 of 40

SECOND CLAIM FOR RELIEF

(Declaratory Judgment - Coverage for Claims Expenses and Damages)

52. BBI and Bryan repeat and reallege the allegations set forth in paragraphs 1

through 51 as if fully set forth herein.

53. By issuing and delivering the Westchester Policy, Defendant became

contractually obligated to provide coverage for Claims Expenses and Damages as those terms are

defined within the Westchester Policy.

54. BBI and Bryan have incurred Claims Expenses and been found liable for

Arbitration Damages for which the Westchester Policy affords coverage.

55. Defendant has breached its obligations under the Westchester Policy by failing

and refusing to provide insurance coverage, including indemnification, for Claims Expenses and

Arbitration Damages arising from the Arbitration Proceeding and Claims Expenses related to the

Federal Court Action.

56. As a direct and proximate result of its breach of contract, Defendant has deprived

BBI and Bryan of the benefit of insurance coverage for which BBI and Bryan paid substantial

premiums.

57. An actual bona fide controversy exists between BBI and Bryan and Defendant as

to whether Defendant has fulfilled its obligations under the Westchester Policy, including

providing coverage for Claims Expenses and Arbitration Damages related to the Arbitration

Proceeding and Claims Expenses related to the Federal Court Action.

58. BBI and Bryan seek a judicial declaration by this Court that Defendant must

provide coverage for the Claims Expenses incurred by and on behalf of BBI and Bryan in the

defense of the Arbitration Proceeding and Federal Court Action, including reimbursement of

9
 Case 1:10-cv-01585-TJM -RFT Document 1 Filed 12/30/10 Page 10 of 40

such Claims Expenses, and to indemnify BBI and Bryan for the Arbitration Damages awarded

against BBI and Bryan in the Arbitration Proceeding.

THIRD CLAIM FOR RELIEF

(Breach of Contract - Arbitration Proceeding

Claims Expenses and Damages)

59. BBI and Bryan repeat and reallege the allegations set forth in paragraphs 1

through 58 as if fully set forth herein.

60. By issuing and delivering the Westchester Policy, Defendant became

contractually obligated to provide coverage for Claims Expenses and Damages as those terms are

defined within the Westchester Policy.

61. BBI and Bryan have incurred Claims Expenses and been found liable for

Arbitration Damages for which the Westchester Policy affords coverage.

62. Defendant has breached its obligations under the Westchester Policy by failing

and refusing to provide insurance coverage, including indemnification, for Claims Expenses and

Arbitration Damages arising from the Arbitration Proceeding.

63. As a direct and proximate result of its breach of contract, Defendant has deprived

BBI and Bryan of the benefit of insurance coverage for which BBI and Bryan paid substantial

premiums.

64. An actual bona fide controversy exists between BBI and Bryan and Defendant as

to whether Defendant has fulfilled its obligations under the Westchester Policy, including

providing coverage for Claims Expenses and Arbitration Damages related to the Arbitration

Proceeding.

65. BBI and Bryan seek compensatory relief from Defendant, including but not

limited to indemnification for the Claims Expenses incurred by and on behalf of BBI and Bryan

10
 Case 1:10-cv-01585-TJM -RFT Document 1 Filed 12/30/10 Page 11 of 40

in the defense of the Arbitration Proceeding and the Arbitration Damages awarded to Empire

State Ethanol in the Arbitration Proceeding.

FOURTH CLAIM FOR RELIEF

(Breach of Contract – Federal Court Action

Claims Expenses)

66. BBI and Bryan repeat and reallege the allegations set forth in paragraphs 1

through 65 as if fully set forth herein.

67. BBI and Bryan have incurred covered Claims Expenses in connection with the

Federal Court Action.

68. Defendant has breached its obligations under the Westchester Policy by failing

and refusing to cover Claims Expenses arising from Federal Court Action.

69. As a direct and proximate result of its breach of contract, Defendant has deprived

BBI and Bryan of the benefit of insurance coverage for which BBI and Bryan paid substantial

premiums.

70. An actual bona fide controversy exists between BBI and Bryan and Defendant as

to whether Defendant has fulfilled its obligations under the Westchester Policy, including

providing coverage for Claims Expenses related to the Federal Court Action.

71. BBI and Bryan request compensatory relief from Defendant for coverage of the

Claims Expenses incurred by and on behalf of BBI and Bryan in the Federal Court Action.

FIFTH CLAIM FOR RELIEF

(Breach of Contract – Allocation Agreement)

72. BBI and Bryan repeat and reallege the allegations set forth in paragraphs 1

through 71 as if fully set forth herein.

11
 Case 1:10-cv-01585-TJM -RFT Document 1 Filed 12/30/10 Page 12 of 40

73. BBI and Bryan and Defendant entered into an Allocation Agreement dated

September 10, 2010 to address Claims Expenses and Arbitration Damages in connection with the

Arbitration Proceeding and the allocation of responsibility between the parties for such costs and

potential liabilities.

74. In the Arbitration Proceeding, BBI and Bryan incurred covered Claims Expenses

and Arbitration Damages that are covered by the Allocation Agreement and the Westchester

Policy.

75. Defendant has refused to indemnify and/or otherwise honor its obligations to BBI

and Bryan consistent with the terms of the Allocation Agreement.

76. Defendant has breached its obligations under the Allocation Agreement.

77. As a direct and proximate result of its breach of the Allocation Agreement,

Defendant has deprived BBI and Bryan of the benefit of insurance coverage for which BBI and

Bryan paid substantial premiums.

78. An actual bona fide controversy exists between BBI and Bryan and Defendant as

to whether Defendant has satisfied its contractual obligations under the Allocation Agreement.

79. As a result of Defendant’s breach of the Allocation Agreement, BBI and Bryan

have sustained damages in connection with the liabilities to Empire State Ethanol based on the

Arbitration Award, including but not limited to the Arbitration Damages and attorneys’ fees.

80. BBI and Bryan seek reimbursement and indemnification of the Claims Expenses

and Arbitration Damages from Defendant, consistent with the terms of the Allocation

Agreement.

12
 Case 1:10-cv-01585-TJM -RFT Document 1 Filed 12/30/10 Page 13 of 40

SIXTH CLAIM FOR RELIEF

(Breach of Duty of Good Faith and Fair Dealing)

81. BBI and Bryan repeat and reallege the allegations set forth in paragraphs 1

through 80 as if fully set forth herein.

82. As an insurer, Defendant owes BBI and Bryan a duty of good faith and fair

dealing in connection with the Westchester Policy.

83. Defendant has refused to indemnify and/or otherwise honor its obligations to BBI

and Bryan consistent with the terms of the Westchester Policy, causing BBI and Bryan to sustain

damages.

84. Defendant’s denial of coverage for the Arbitration Proceeding, including the

Arbitration Damages, and Federal Court Action is unreasonable under the circumstances, based

on the existence of covered Claims and Damages under the Westchester Policy.

85. As a result of Defendant’s denial of coverage for the Arbitration Proceeding and

Federal Court Action, Defendant has breached its duty of good faith and fair dealing to BBI and

Bryan under Westchester Policy.

SEVENTH CLAIM FOR RELIEF

(Unfair and Deceptive Claims Practices)

86. BBI and Bryan repeat and reallege the allegations set forth in paragraphs 1

through 85 as if fully set forth herein.

87. Defendant has refused to indemnify and/or otherwise honor its obligations to BBI

and Bryan consistent with the terms of the Westchester Policy.

13
 Case 1:10-cv-01585-TJM -RFT Document 1 Filed 12/30/10 Page 14 of 40

88. Defendant’s refusal to pay Claims Expenses and Damages under the Westchester

Policy are unreasonable under the circumstances, where liability arising from and relating to the

Arbitration Proceeding, including the Arbitration Award, and Federal Court Action, are clear.

89. As a direct and proximate result of its breach of the Westchester Policy and the

Allocation Agreement, Defendant has deprived BBI and Bryan of the benefit of insurance

coverage for which BBI and Bryan paid substantial premiums.

90. As a direct and proximate result of its breach of the Westchester Policy and the

Allocation Agreement, Defendant has forced BBI and Bryan to commence the instant litigation

to recover amounts due to BBI and Bryan under the terms of the Westchester Policy and the

Allocation Agreement.

91. Defendant’s actions and failure to assume its coverage obligations under the

Westchester Policy and the Allocation Agreement constitute unfair and deceptive claims

practices.

EIGHTH CLAIM FOR RELIEF

(Bad Faith)

92. BBI and Bryan repeat and reallege the allegations set forth in paragraphs 1

through 91 as if fully set forth herein.

93. Defendant has refused to indemnify and/or otherwise honor its obligations to BBI

and Bryan consistent with the terms of the Westchester Policy and the Allocation Agreement.

94. Defendant’s refusal to pay Claims Expenses and Damages under the Westchester

Policy is unreasonable under the circumstances and constitutes bad faith where liability arising

from and relating to the Arbitration Proceeding, including the Arbitration Award, and Federal

Court Action are clear.

14
 Case 1:10-cv-01585-TJM -RFT Document 1 Filed 12/30/10 Page 15 of 40

95. Defendant’s actions and failure to assume its coverage obligations under the

Westchester Policy and the Allocation Agreement constitute bad faith.

PRAYER FOR RELIEF

WHEREFORE, BBI and Bryan demand judgment in their favor and against Defendant as

follows:

1. On the First Claim for Relief, that the Court enter a Declaratory Judgment

determining the parties’ rights, duties and obligations under the Westchester Policy and the

Allocation Agreement with respect to the allegations against BBI and Bryan in the Arbitration

Proceeding and the Federal Court Action;

2. On the Second Claim for Relief, that the Court issue a judicial determination that

Defendant has breached its defense and indemnity obligations under the Westchester Policy,

including but not limited to its obligations to pay, indemnify, and/or reimburse BBI and Bryan in

connection with the Arbitration Proceeding, including Claims Expenses and Arbitration

Damages, and the Federal Court Action, including Claims Expenses;

3. On the Third Claim for Relief, that the Court enter a monetary judgment in favor

of BBI and Bryan and against Defendant and award BBI and Bryan compensatory damages for

Defendant’s breach of its contractual obligations under the Westchester Policy in failing to

defend and indemnify BBI and Bryan in connection in the Arbitration Proceeding, in an amount

to be determined at trial;

4. On the Fourth Claim for Relief, that the Court enter a monetary judgment in favor

of BBI and Bryan and against Defendant and award BBI and Bryan compensatory damages for

Defendant’s breach of its contractual obligations under the Westchester Policy in failing to

15
 Case 1:10-cv-01585-TJM -RFT Document 1 Filed 12/30/10 Page 16 of 40

defend and indemnify BBI and Bryan in connection in the Federal Court Action, in an amount to

be determined at trial;

5. On the Fifth Claim for Relief, that the Court enter a determination that Defendant

has breached its obligations under the Allocation Agreement and is legally required to reimburse

or indemnify BBI and Bryan pursuant to the terms of the Allocation Agreement;

6. On the Sixth Claim for Relief, that the Court enter a determination that Defendant

has breached its duty of good faith and fair dealing under the Westchester Policy, and award

damages to BBI and Bryan in an amount to be determined at trial;

7. On the Seventh Claim for Relief, that the Court enter a determination that the

Defendant has engaged in unfair and deceptive claims practices, and award damages to BBI and

Bryan in an amount to be determined at trial;

8. On the Eighth Claim for Relief, that the Court enter a determination that the

Defendant has engaged in bad faith in failing to honor its contractual obligations under the

Westchester Policy and the Allocation Agreement, and award damages to BBI and Bryan in an

amount to be determined at trial;

9. For the award of pre-judgment and post-judgment interest on the amount which

Defendant has refused to pay BBI and Bryan in connection with the Claims Expenses, attorneys’

fees, and Arbitration Damages in the Arbitration Proceeding;

10. All costs incurred in bringing this action, including attorneys’ fees;

11. Punitive damages for Defendant’s failure to act reasonably in making its coverage

determinations with respect to the Arbitration Proceeding, Arbitration Award, and Federal Court

Action; and

16
 Case 1:10-cv-01585-TJM -RFT Document 1 Filed 12/30/10 Page 17 of 40

12. Such other and further relief as this Court may deem just and proper under the

circumstances.

Dated: December 29, 2010

Albany, New York
/s/ Yvonne E. Hennessey
The West Firm, PLLC
Yvonne E. Hennessey, Esq. (Bar Roll No. 510021)
Attorneys for Plaintiffs BBI International and
Michael Bryan, in his capacity as Chairman
of BBI International
677 Broadway, 8th Floor
Albany, New York 12207
(518) 641-0500

17
Case 1:10-cv-01585-TJM -RFT Document 1 Filed 12/30/10 Page 18 of 40

EXHIBIT A
Case 1:10-cv-01585-TJM -RFT Document 1 Filed 12/30/10 Page 19 of 40
Case 1:10-cv-01585-TJM -RFT Document 1 Filed 12/30/10 Page 20 of 40
Case 1:10-cv-01585-TJM -RFT Document 1 Filed 12/30/10 Page 21 of 40
Case 1:10-cv-01585-TJM -RFT Document 1 Filed 12/30/10 Page 22 of 40
Case 1:10-cv-01585-TJM -RFT Document 1 Filed 12/30/10 Page 23 of 40
Case 1:10-cv-01585-TJM -RFT Document 1 Filed 12/30/10 Page 24 of 40
Case 1:10-cv-01585-TJM -RFT Document 1 Filed 12/30/10 Page 25 of 40
Case 1:10-cv-01585-TJM -RFT Document 1 Filed 12/30/10 Page 26 of 40
Case 1:10-cv-01585-TJM -RFT Document 1 Filed 12/30/10 Page 27 of 40
Case 1:10-cv-01585-TJM -RFT Document 1 Filed 12/30/10 Page 28 of 40
Case 1:10-cv-01585-TJM -RFT Document 1 Filed 12/30/10 Page 29 of 40
Case 1:10-cv-01585-TJM -RFT Document 1 Filed 12/30/10 Page 30 of 40
Case 1:10-cv-01585-TJM -RFT Document 1 Filed 12/30/10 Page 31 of 40
Case 1:10-cv-01585-TJM -RFT Document 1 Filed 12/30/10 Page 32 of 40
Case 1:10-cv-01585-TJM -RFT Document 1 Filed 12/30/10 Page 33 of 40
Case 1:10-cv-01585-TJM -RFT Document 1 Filed 12/30/10 Page 34 of 40
Case 1:10-cv-01585-TJM -RFT Document 1 Filed 12/30/10 Page 35 of 40
Case 1:10-cv-01585-TJM -RFT Document 1 Filed 12/30/10 Page 36 of 40
Case 1:10-cv-01585-TJM -RFT Document 1 Filed 12/30/10 Page 37 of 40
Case 1:10-cv-01585-TJM -RFT Document 1 Filed 12/30/10 Page 38 of 40
Case 1:10-cv-01585-TJM -RFT Document 1 Filed 12/30/10 Page 39 of 40
Case 1:10-cv-01585-TJM -RFT Document 1 Filed 12/30/10 Page 40 of 40