or STATE-I or: MAINE as EMILE CLAVET, Plaintiff v. AFFIRMATIVE DEFENSES, ANSWER TO KEVIN DEAN and COMPLAINT, AND COUNTERCLAIM CECILE DEAN Defendants and BLUE WATER MARINA, LLC. and COVERED MARINA, LLC. Parties in Interest Defendant, Kevin Dean (?Defendant?), hereby responds to Plaintiff?s Complaint, as follows: AFFIRMATIVE DEF ENSES First Af?rmative Defense Ey- As and for a First Af?rmative Defense, Plaintiff?s Complaint fails to state a claim upon which relief can be granted. Second Af?rmative Defense As and for a Second Af?rmative Defense, Plaintiffs claims for equitable relief must fail based on the doctrine of unclean hands. jljhird Af?rmative Defense As and for a Third Af?rmative Defense, Plaintiff Complaint must fail based on set off. 4 I . . nag-L A Fourth Af?rmative Defense 1 C1943 CLERXS 22 ?18 934107 Jr As and for a Fourth Af?rmative Defense, Plaintiffs Complaint must fail based on the doctrine of waiver. Fifth Affigmative Defensg As and for a Fifth Af?rmative Defense, Plaintiffs Complaint must fail based on the doctrine of estoppel. Sixth Af?rmative Defense As and for a Sixth Af?nnative Defense, Plaintiff Complaint must fail for the reason that Plaintiff has failed to mitigate his damages. Seventh Affirmative Defense As and for a Seventh Af?rmative Defense, Plaintiffs Complaint must fail based on accord and satisfaction. Eighth Af?rmative Defense As and for an Eighth Af?rmative Defense, Plaintiffs Complaint must fail based upon assumption of the risk and/or comparative negligence. Ninth Affirmative Defense As and for a Ninth Af?rmative Defense, Plaintiffs Complaint must fail based upon payment and release. Tenth Af?rmative Defense As and for a Tenth Af?rmative Defense, Plaintiffs Complaint must fail based upon Defendant?s good faith and fair dealing at all times relevant to the transactions at issue. ANSWER 1. Defendant admits the allegations set forth in paragraph 1 of Plaintiffs Complaint. 2. Defenth admits the allegations set forth in paragraph 2 of Plaintiffs Complaint. 3. Defendant denies the allegations set forth in paragraph 3 of Plaintiffs Complaint. 4. Defendant admits the allegations set forth in paragraph 4 of Plaintiffs Complaint. 5. Defendant admits that Blue Water Marina, LLC is a Maine limited liability company with a principal of?ce in Maine, but a principal place of business in Texas. 6. Defendant admits that Covered Marina, LLC is a Texas limited liability company with a principal office in Maine, but a principal place of business in Texas. 7. Defendant denies the allegations set forth in paragraph 7 of Plaintiffs Complaint. 8. Defendant admits the allegations set forth in paragraph 8 of Plaintiffs Complaint. 9. Defendant responds by stating that the managers are located in Maine and Texas. 10. Defendant admits the allegations set forth in paragraph 10 of Plaintiffs Complaint. ll. Defendant admits the allegations set forth in paragraph ll of Plaintiffs Complaint. FACUTAL BACKGROUND 12. Defendant admits the allegations set forth in paragraph l2 of Plaintiffs Complaint. l3. Defendant admits that they divided and shared management responsibilities of their projects, but further states that each of them always had equal rights and usually hired a manager to manage their investment ventures. 14. Defendant admits the allegations set forth in paragraph 14 of Plaintiffs Complaint. 15. Defendant denies the allegations set forth in paragraph 15 of Plaintiffs Complaint. 16. Defendant admits that he engaged in negotiations in 2016 with a business broker and later with TCRG. Mr. Dean ultimately learned that the principal of TCRG was Bobby Patton. allegations set forth in paragraph 16, and therefore denies the same. 1 7. Complaint. 18. Complaint. 19. Complaint. 20. Complaint. 21. Complaint. 22. Complaint. 23. Complaint. 24. Defendant denies the allegations set forth in paragraph l7 Defendant denies Defendant denies Defendant admits Defendant denies Defendant denies Defendant denies the the the the the the allegations allegations allegations allegations allegations allegations set set set SCI set set forth forth forth forth forth forth in in in in in paragraph 18 paragraph [9 paragraph 20 paragraph 2[ paragraph 22 paragraph 23 Defendant has insuf?cient knowledge as to the truth or falsity of the remaining of Plaintiff of Plaintiffs of Plaintiff?s of Plaintiffs of Plaintiff?s of Plaintiff?s of Plaintiff 5 Defendant admits that on or about September 15, 2016, Mr. Dean told Mr. Clavet that the lenders would require personal guarantees for a renewed line of credit. Defendant denies the remaining allegations set forth in paragraph 24 of Plaintiff?s Complaint. 25. Defendant denies the allegations set forth in paragraph 25 of Plaintiffs Complaint and for ?trther response states that Mr. Clavet and Mr. Dean agreed that the $2.5 million valuation was fair. 26. Defendant admits that the parties agreed to a sale for half of the $2.5 million valuation, less deductions for the outstanding liabilities. 27. Defendant denies the allegations set forth in paragraph 27 of Plaintiffs Complaint. 28. Defendant admits that the effective date was made retroactive to January 1, 2016. Defendant denies the remaining allegations set forth in paragraph 28 of Plaintiffs Complaint. 29. Defendant admits the allegations set forth in paragraph 29 of Plaintiffs Complaint and further states that the purchase and sale agreement contained many other pertinent provisions. 30. Defendant denies the allegations set forth in paragraph 30 of Plaintiffs Complaint. 31. Defendant admits that Mr. Dean transferred the membership interest in the Marina Companies to his wife for estate planning purposes. Defendant denies the remaining allegations set forth in paragraph 31 of Plaintiff Complaint. 32. Defendant denies the allegations set forth in paragraph 32 of Plaintiffs Complaint. COUNT I FRAUD 33. Defendant repeats and realleges each of his responses to paragraphs 1 through 32 as if fully set forth herein. 34. Complaint. 35. Complaint. 36. Complaint. 37. Complaint. 38. Complaint. 39. Complaint. 40. Complaint. 41. Complaint. 42. Complaint. Defendant Defendant Defendant Defendant Defendant Defendant Defendant Defendant Defendant denies denies denies denies denies denies denies denies denies the the the the the the the the the allegations allegations allegations allegations allegations allegations allegations allegations allegations set set set set set set set set SCI forth forth forth forth forth forth forth forth forth in paragraph 34 of Plaintiffs in paragraph 35 of Plaintiffs in paragraph 36 of Plaintiff?s paragraph 37 of Plaintiff?s in paragraph 38 of Plaintiff?s in paragraph 39 of Plaintiffs in paragraph 40 of Plaintiffs paragraph 41 of Plaintiffs in paragraph 42 of Plaintiffs WHEREFORE, Defendant requests that this Court enter judgment in his favor on Count I of Plaintiff's Complaint, award Defendant all costs and expenses associated with this litigation, including attomeys? fees; and award such other relief as the Court deems just under the circumstances. QOQNT EREAQH OF FIDUCIARY 43. Defendant repeats and realleges each of his responses to paragraphs 1 through 42 as if set forth herein. 44. Defendant denies that Mr. Dean owed ?duciary duties to Mr. Clavet with respect to the disposition of the Marina Companies assets following their agreement that Mr. Clavet would sell those assets to Mr. Dean. Defendant admits the remaining allegations set forth in paragraph 44 of Plaintiff?s Complaint. 45. Defendant denies the allegations set forth in paragraph 45 of Plaintiff?s Complaint. WHEREFORE, Defendant requests that this Court enter judgment in his favor on Count of Plaintiff?s Complaint, award Defendant all costs and expenses associated with this litigation, including attorneys? fees; and award such other relief as the Court deems just under the circumstances. NEGLIGENT MISREPRESENTATION 46. Defendant repeats and realleges each of his responses to paragraphs 1 through 45 as if fully set forth herein. 47. Defendant denies the allegations set forth in paragraph 47 of Plaintiff?s Complaint. 48. Defendant denies the allegations set forth in paragraph 48 of Plaintiff?s Complaint. 49. Defendant denies the allegations set forth in paragraph 49 of Plaintiff?s Complaint. 50. Defendant denies the allegations set forth in paragraph 50 of Plaintiff?s Complaint. WHEREFORE, Defendant requests that this Court enter judgment in his favor on Count ill of Plaintiffs Complaint, award Defendant all costs and expenses associated with this litigation, including attorneys? fees; and award such other relief as the Court deemsjust under the circumstances. COUNT IV UNJUST ENRICHMENT Defendant repeats and realleges each of his responses to paragraphs 1 through 50 as if fully set forth herein. 52. Defendant admits the allegations set forth in paragraph 52 of Plaintiffs Complaint. 53. Defendant admits the allegations set forth in paragraph 53 of Plaintiffs Complaint. 54. Defendant denies the allegations set forth in paragraph 54 of Plaintiff?s Complaint. 55. Defendant denies the allegations set forth in paragraph 55 of Plainti??s Complaint. WHEREFORE, Defendant requests that this Court enter judgment in his favor on Count of Plaintiffs Complaint. award Defendant all costs and expenses associated with this litigation. including attomeys? fees; and award such other relief as the Court deems just under the circumstances. COUNT ONSTRUCTIVE TRU 56. Defendant repeats and realleges each of his responses to paragraphs 1 through 55 as if fully set forth herein. 57. Defendant denies the allegations set forth in paragraph 57 of Plaintiffs Complaint. 58. Defendant denies the allegations set forth in paragraph 58 of Plaintiffs Complaint. 59. Defendant admits the allegations set forth in paragraph 59 of Plaintiffs Complaint. 60. Defendant denies the allegations set forth in paragraph 60 of Plaintiffs Complaint. 61. Defendant denies the allegations set forth in paragraph 6 of Plaintiffs Complaint. WHEREFORE, Defendant requests that this Court enter judgment in his favor on Count of Plaintiffs Complaint, award Defendant all costs and expenses associated with this litigation, including attomeys? fees; and award such other relief as the Court deems just under the circumstances. COUNT VI FRAUDULEN TRANSFER 62. Defenth repeats and realleges each of his responses to paragraphs 1 through 61 as if fully set forth herein. 63. Defendant denies the allegations set forth in paragraph 63 of Plaintiffs Complaint. 64. Defendant denies the allegations set forth in paragraph 64 of Plaintiffs Complaint. 65. Defendant denies the allegations set forth in paragraph 65 of Plainti??s Complaint. WHEREFORE, Defendant requests that this Court enter judgment in his favor on Count VI of Plaintiffs Complaint, award Defendant all costs and expenses associated with this litigation, including attorneys? fees; and award such other relief as the Court deems just under the circumstances. COUNT VII AIDING AND ABETTING BREACH OF FIDUCIARY DUTY 66. Defendant repeats and realleges each of his responses to paragraphs 1 through 65 as if ?illy set forth herein. 67. To the extent there are any allegations contained in paragraph 67 of Plainti??s Complaint implicating Defendant, Defendant denies the same. 68. To the extent there are any allegations contained in paragraph 68 of Plaintiffs Complaint implicating Defendant, Defendant denies the same. 69. To the extent there are any allegations contained in paragraph 69 of Plaintiffs Complaint implicating Defendant, Defendant denies the same. 70. To the extent there are any allegations contained in paragraph 70 of Plaintiff?s Complaint implicating Defendant, Defendant denies the same. 71. To the extent there are any allegations contained in paragraph 7 of Plaintiff?s Complaint implicating Defendant, Defendant denies the same. 72. To the extent there are any allegations contained in paragraph 72 of Plaintiffs Complaint implicating Defendant, Defendant denies the same. 10 WHEREFORE, Defendant requests that this Court enter judgment in his favor on Count VII of Plaintiff?s Complaint, award Defendant all costs and expenses associated with this litigation. including attorneys? fees; and award such other relief as the Court deems just under the circumstances. COUNTERCLAIM Factual Background 1. Counterclaim Plaintiff Kevin Dean, is an individual residing in Windham, Maine. 2. Counterclaim Defendant Emile Clavet, is an individual residing in Harpswell, Maine. 3. Mr. Dean and Mr. Clavet operated as business partners for decades, co-owm'ng dozens of LLCs and other business interests in Maine and elsewhere. 4. Among the business entities that Mr. Dean and Mr. Clavet owned and operated together were the following: 8. Provider Laboratory Services, LLC, maintains management of?ces in Auburn, Maine and a physical laboratory in Lewiston, Maine. Mr. Dean and Mr. Clavet were approached by Grace Street Services to start a testing lab wherein Kevin Dean, Emile Clavet, and the principals of Grace Street Services, would each own one third of the newly formed Provider Laboratory Services, LLC. Provider Laboratory Services LLC would perform urine testing services speci?cally for Grace Street Services. Grace Street Services is an intensive outpatient program for the treatment of opioid addiction using suboxone as a prescribed medication. This prescription requires urine testing in order for clients to remain on the medication. ll b. In 2017, Provider Laboratories had become pro?table and was generating positive cash ?ows of approximately $180,000/year. In October of 2017, without my knowledge our partner and part owner of Grace Street, Tom Vurgason, asked for a loan to Grace Street of $15,000. On November 21St of 2017, a request was made directly to me for a similar loan. The request said that Mr. Clavet had already been contacted. I declined to support this request until I had additional information regarding the problems Grace Street was experiencing. Upon further investigation, I found out that in fact on the same day Provider Laboratories, our jointly owned company, was being asked for a loan to support Grace Street, Mr. Clavet had bought Grace Street without my knowledge. The referrals from Grace Street to support operations have now declined by over 50%. I was never approached about this possible acquisition of the company that supplied all of the business to the laboratory. Prior to the purchase of Grace Street without my knowledge Mr. Clavet approached our Director of Operations for Health Af?liates about managing Grace Street billing services. Once again Mr. Clavet was utilizing our mutual companies and knowledge for his own gain without knowledge or consent from me. c. The Getchell Agency, LLC is a mental health agency located in Bangor, Maine that provides 24 hour per day, 7 days per week in-home care to clients with mental health disabilities. (1. Af?liate Funding, Inc. is a ?nance and medical billing company formed by Mr. Clavet and Mr. Dean in 2004, and located in Auburn, Maine. e. Health Affiliates Maine, LLC is a mental health counseling agency created by Mr. Dean and Mr. Clavet in 2004. The agency has several hundred independent counselors and ?fty case managers that provide counseling and support to clients throughout the state. Of?ces are located in Auburn, Farmington, Portland, Ellsworth, Bangor, and Augusta. The 12 medical billing and ?nancial advances to these counselors are administered from the Auburn, Maine of?ce. f. Diamond Properties, Inc. was formed in the late 1990?s by Mr. Dean and Mr. Clavet for the purpose of investing in and developing real estate. g. Timbers Development Group, LLC was formed by Mr. Dean and Mr. Clavet in the late 1990?s for the purpose of acquiring and developing real estate. 5. Mr. Clavet and Mr. Dean co-owned each of these entities, agreed to share business opportunities with each other, worked as equal partners, and jointly pursued and managed these ventures with the agreed-upon goal of jointly bene?tting each of these entities, and each other. 6. The Getchell Agency was one of two clients that Af?liate Funding had for over a decade and represented over $400,000 per year of revenue for Af?liate Funding. 7. In 2015, The Getchell Agency began having ?nancial dif?culty and Affiliate Funding. through the efforts of Mr. Dean and Mr. Clavet, began exploring ways for Af?liate Funding to purchase the Getchell Agency. However, Mr. Dean and Mr. Clavet were not able to come to terms with the agency owner, and the agency ?led for bankruptcy protection in 2015. 8. A?iliate Funding was a secured creditor in the Getchell Agency?s bankruptcy proceeding and was paid the amounts owed it for ?nancing in late 2015. 9. In the smnmer of 2016, Mr. Clavet and Mr. Dean again began developing a plan to purchase the assets and operations of the Getchell Agency from the bankruptcy court trustee. 10. Then, without Mr. Dean?s consent, Mr. Clavet personally recruited the Executive Director and Director of Operations from our jointly owned counseling agency, Health Affiliates Maine, to help develop a plan to present to the bankruptcy trustee for the purchase and 13 management of the Getchell Agency. 0n information and belief, this plan was the same plan Mr. Dean and Mr. Clavet had developed, except Mr. Clavet was now pursuing the acquisition for his own personal gain, and not for their joint bene?t as had previously been agreed. In addition, upon information and belief, Mr. Clavet is presenting this plan to the bankruptcy trustee under the false pretense that Mr. Dean is a silent, but knowledgeable and willing participant in such negotiations and plans. On information and belief, Mr. Clavet intends to divert Affiliate Funding revenues and established client relationships to an entity which Mr. Clavet personally owns, and without Mr. Dean?s participation. Mr. Clavet intends to take such action through the use of con?dential and proprietary information received in the course of their joint business pursuits. ll. 0n information and belief, Mr. Clavet intends to divert Affiliate Funding revenues and established client relationships to an entity which Mr. Clavet personally owns, and without the participation of Mr. Dean. Mr. Clavet intends do take such action through the use of con?dential and proprietary information received in the course of the joint business pursuits of Mr. Dean and Mr. Clavet. 12. Mr. Clavet participated in a similar scheme to divert client relationships and revenue away from their joint business interests when he created a billing company to compete directly with Af?liate Funding, their mutually owned billing and ?nance company. Without Mr. Dean?s knowledge, Mr. Clavet formed Agency Billing, LLC in 2006, and approached their largest client, Possibilities Counseling, LIE, suggesting that his new company could in fact perform some of the billing to the insurance carriers. Possibilities Counseling Agency was a mental health counseling agency that, at the ?rm, was the largest client of Af?liate Funding. Revenues from Possibilities Counseling Agency exceeded $800,000 per year in income to their company. Af?liate Funding provided medical billing services and ?nancing for the agency. 14 13. Without Mr. Dean?s knowledge consent, or participation, Mr- Clavct created a new entity Agency Billing, LLC which directly competed with their jointly owned company. Af?liate Funding. In fact, Mr. Dean and Mr. Clavet speci?cally formed Affiliate Funding for the purpose of providing the billing and ?nancing to Possibilities Counseling Agency. l4. Mr. Clavet?s Agency Billing, LLC diverted clients and revenue away from Affiliate Funding, in an amount that exceeds $350,000.00. 15. Stephen Femald is a business broker who has been regularly retained by Mr. Dean and Mr. Clavet for many years to seek out business opportunities for them jointly and for the business entities they co-owned and operated. 16. Without the knowledge or consent of Mr. Dean, Mr. Clavet advised Mr. Fernald to refer all attractive business opportunities to him personally, and not to Mr. Clavet and Mr. Dean, jointly. 17. Following Mr. Clavet?s instructions, Mr. Femald referred several attractive business opportunities solely to Mr. Clavet. Those opportunities included a business in Ellsworth, Maine known as U-Store It, a storage facility. Based upon that referral, and without informing Mr. Dean, Mr. Clavet formed a company known as Coastal Equities, LLC, with his wife Jane Clavet, and purchased this asset. 18. On information and belief, pursuant to Mr. Clavet?s instructions, Mr. Femald also referred other attractive business opportunities solely to Mr. Clavet, including, the purchase of two mobile home parks located in Unity and Corinna, Maine. Following the sale of Mr. Clavet?s interests in the Marina Companies to Mr. Dean in 2016, Mr. Clavet closed on the purchase of these mobile home parks for $1.4 million his asset is now being sold for $2,700,000. 15 19. In 2014, Mr. Clavet brought a map of a parcel of land in Harpswell, Maine, to their of?ce and advised Mr. Dean that he found a parcel of land that was suitable for the development companies to put a subdivision in, but it had some title issues that needed to be cleared up. Based upon this conversation, Mr. Dean believed that Mr. Clavet was utilizing their jointly owned development companies to develop and sell the lots in the Charity Hills Subdivision in Harpswell, Maine. 20. However, without Mr. Dean?s knowledge, Mr. Clavet formed a company with his wife and father in law, known as Quohog Bay, LLC, that acquired the Harpswell property, ?xed the title issues, built the subdivision, and sold the lots at several hundred thousand dollars per lot. The project was clearly within the scope and capacity of the development companies owned jointly by Mr. Dean and Mr. Clavet, and Mr. Clavet presented the project to Mr. Dean with the understanding that the jointly owned development companies would acquire, develop and sell the lots. 904m Breach of Fiduciag Duty 21. Counterclaim Plaintiff repeats and realleges all of the allegations set forth in paragraphs 1 through 20 of this Counterclaim. 22. Mr. Clavet owed a ?duciary duty to Mr. Dean. 23. Mr. Clavet breached his ?duciary duty to Mr. Dean by diverting business opportunities, revenues and pro?ts from their jointly owned businesses to entities owned solely by Mr. Clavet. 24. Mr. Dean has suffered damages as a result of Mr. Clavet?s breach of ?duciary duty. 16 WHEREFORE, Counterclaim Plaintiff requests that judgment be entered in his favor on Count 1 against Counterclaim Defendant. including damages, costs. attorney?s fees and such other relief as the Court deems just and proper. Count II Uniust Enrichment 25. Plaintiff repeats and realleges all of the allegations set forth in paragraphs 1 through 24 of this Counterclaim. 26. Mr. Clavet has been unjustly enriched by diverting business opportunities, revenues and profits from their jointly-owned businesses to entities owned solely by Mr. Clavet. 27. Mr. Dean has suffered damages as a result of these activities by Mr. Clavet. WHEREFORE, Counterclaim Plaintiff requests that judgment be entered in his favor on Count II against Counterclaim Defendant, including damages, costs, attomey?s fees and such other relief as the Court deems just and proper. 92mm Misrepresentation 28. Counterclaim Plaintiff repeats and realleges all of the allegations set forth in paragraphs 1 through 27 of this Counterclaim. 29. Mr. Clavet has engaged in misrepresentation to Mr. Dean of material information, either by commission or omission. 30. Mr. Dean has suffered damages as a result of Mr. Clavet?s misrepresentations to WHEREFORE, Counterclaim Plaintiff requests that judgment be entered in his favor on Count against Counterclaim Defendant, including damages, costs, attorney's fees and such other relief as the Court deems just and proper. l7 Count IV Usurpation of Joint Business Opportunities 31. Counterclaim Plaintiff repeats and realleges all of the allegations set forth in paragraphs 1 through 30 of this Counterclaim. 32. Mr. Clavet exploited an advantage or opportunity he gained by virtue of his status as an insider which he and Mr. Dean could jointly have taken advantage of. Those opportunities existed and were reasonably related to the present or prospective joint business ventures of Mr. Dean and Mr. Clavet and were opportunities that they, and their co-owned businesses, had the capacity to engage in. 33. Mr. Clavet owed a duty to Mr. Dean to refrain from usurping business opportunities that rightfully belonged to them jointly. 34. Mr. Dean has been damaged as a result of Mr. Clavet?s conduct. WHEREFORE, Counterclaim Plaintiff requests that judgment be entered in his favor on Count lV against Counterclaim Defendant, including damages, costs, attorney?s fees and such other relief as the Court deems just and proper. Count Breach of the Duty of Good Faith and Fair Dealing 35. Counterclaim Plaintiff repeats and realleges all of the allegations set forth in paragraphs 1 through 34 of this Counterclaim. 36. Mr. Clavet had a duty to Mr. Dean and the businesses they jointly owned and Operated to act at all times in good faith and fair dealing with respect to their activities. 37. Mr. Clavet breached his duty of good faith and fair dealing. 38. Mr. Dean has been damaged as a result of Mr. Clavet?s conduct. 18 WHEREFORE, Counterclaim Plaintiff requests that judgment be entered in his favor on Count against Counterclaim Defendant, including damages, costs, attomey?s fees and such other relief as the Court deems just and proper. Count VI Preliminagy and Permanent Injunction 39. Counterclaim Plaintiff repeats and realleges all of the allegations set forth in paragraphs 1 through 38 of this Counterclaim. 40. Counterclaim Plaintiff will suffer irreparable harm if Mr. Clavet is not enjoined from continuing to negotiate the acquisition of the Getchell Agency without Mr. Dean?s co- ownership and participation. Upon information and belief, Mr. Clavet is negotiating with the bankruptcy trustee under the false pretense that Mr. Dean has knowledge of the details of the acquisition and is complicit in such negotiations. In addition, Mr. Clavet is using Mr. Dean?s employees and af?liated company, Health Af?liates Maine, under the false pretense that Mr. Dean is an informed and agreeable participant. 41. Such irreparable harm to the reputation and business interests of Mr. Dean will ensue if Mr. Clavet is not enjoined ?'om continuing in this scheme to acquire the Getchell Agency under false pretenses. In addition, Mr. Clavet is exposing Mr. Dean to potential personal liability as a result of the false and/or misleading representations Mr. Clavet has made during his negotiations with the bankruptcy trustee. 42. The injury to Mr. Dean far outweighs any injury that would be suffered by Mr. Clavet if a preliminary injunction were to issue. 43. Mr. Dean is likely to succeed on the merits of his claim 44. The public interest will not be adversely affected by the granting of a preliminary and/or permanent injunction against Mr. Clavet. l9 Counterciaim Plaintiff requests that judgment be entered in his favor on Count VI against Counterclaim Defendant, including preliminary and permanent injunctive relief enjoining Defendant from pursuing the purchase of the Getchell Agency without Counterclaim Plaintiff?s participation. and for damages, costs. attorney?s fees and such other relief as the Court deems just and proper. Dated at Bangor. Maine, this Zigday of January, 2018. Defendant/Counterclaim Plainn?f Kevi F-B/zcsx Exchange Street PO. Box 1210 Bangor, ME 04402-1210 bkubetz@eatonpeabody.com jgau@eatonpeabody.com QERTIFICATE OF SERVICE 1, Bernard J. Kubetz, attorney for Defendant, Kevin Dean, hereby certify that on this ZZ?iay of January, 2018, I served the Defendant?s Affirmative Defenses, Answer to Plaintiff?s Complaint, and Counterclaim upon the Plaintiff, via First-Class Mail, postage pre-paid to the following: Clifford Ruprecht, Esq. Roach Hewitt Ruprecht Sanchez Bischoff, PC. 66 Pearl Street Portland, ME 0410] 5:2 BTK Be . ubetz, Esq. 20 STATE MAINE CUMBERLAND, SS. SUPERIOR COURT CIVIL DIVISION DOCKET NO. EMILE CLAVET, Plaintiff V. KEVIN DEAN and CECILE DEAN, Defendants ACCEPTANCE OF SERVICE And BLUE WATER MARINA LLC and . 1 is COVERED MARINA LLC Parties in Interest Rtbn. :0 I, Bernard J. Kubetz, attorney for the Defendants, Kevin Dean and Cecile Dean, and for the Parties in Interest, Blue Water Marina LLC and Covered Marina LLC, hereby accept on their behalf service of Plaintiffs Civil Summons, Complaint, and Ammded Motion for Attachment, Attachment on Trustee Process and Preliminary Relief and waive any defense based on insuf?ciency of service of process. I understand that, to avoid judgment by default, an Answer to the Complaint and any Opposition to Plaintist Amended Motion for Attachment must be ?led by January 22, 2018, the date agreed upon by, co sel Date: (X By: Bern'am. Kiihe?tz, Bar No. Attorney for Defendants and Parties in Interest Eaton Peabody 80 Exchange Street Bangor, Maine 04401 (207) 992-4832 STATE OF MAINE SUPERIOR COURT CUMBERLAND, ss DOCKET NO. 17 CV 452 EMILE Plaintiff V. KEVIN DEAN and CECILE DEAN, Defendants And BLUE WATER MARINA LLC and COVERED MARINA LLC Parties in Interest PROPOSED ORDER Based on the submissions of the parties and for good cause shown in the Motion of Emile Clavet and the supporting af?davit of Emile Clavet, the Court hereby grants Plaintiff?s Amended Motion for Attachment, Attachment on Trustee Process, and Preliminary Relief, and orders: 1. attachment of all attachable assets of Kevin Dean up to the amount of $2,972,500; 2. attachment on trustee process against all parties in possession of property payable to Kevin Dean to the amount of their attachable credits not to exceed $2,972,500; 3. all assets of Blue Water Marina LLC are impressed with a constructive trust for the bene?t of Emile Clavet to the extent of his equitable half interest in all such assets; and