AFFIDAVIT 0F EMILE CLAVET

1. My name is Emile Clavet. I make the statements in this Af?davit from my
own personal knowledge, except where I expressly indicate the statements
are made on information and belief, in which case I believe the statements
to be true based on documents I have reviewed or information I have
received from persons with direct knowledge of the matters in question.

General Background

2. In late 2015 and into 2016, Kevin Dean and I were in the process of exiting
a number of investments we?d had together: hotels, our retail electricity
company and various real estate holdings, among others. In most of those
cases, we were exiting because the timing was right in the life cycle of the
investment or in the business cycle. For example, our hotels were reaching
the point in their lives where they were going to require signi?cant new
capital investment, so a decision had to be made either to exit those
investments or commit to stay in them for a longer term, to recover the
capital investment that would have to be made. Kevin and I at that point
faced decisions about what to do with the cash that would be coming in
from exiting these investments.

3. On July 15, 2017, I ?rst learned that Kevin had sold the Marina
Companies? assets for close to $8 million. Kevin had received service of a
complaint by the Buyer of those assets, that named both him and me (as
well as Kevin?s sister, Debbie Dean; Kevin?s wife, Cecile Dean; and the
Marina Companies) in Texas as Defendants. I never received service, and
Kevin never told me about the lawsuit until July 15, 2017, when he told me
that I needed to fly down to Texas within days to be deposed in the lawsuit.
I believe on Kevin?s instruction, Attorney Charles Zahn ?led an answer in
my name without my knowledge, and I am informed and believe Kevin
urged Mr. Zahn to get me dismissed without my ?nding out about the
lawsuit. I never heard from Mr. Zahn, and it was only when my deposition
was imminent that Kevin told me about the lawsuit. Mr. Zahn has since
refused my requests that he deliver me his ?le from this matter, claiming
that he lost his ?le in Hurricane Harvey.

4. The lawsuit alleged that Kevin had stolen customer deposits that he was
required to deliver to the Buyer in exchange for the purchase price. I was
named in the lawsuit apparently because the Buyer believed I was still an
owner of the Marina Companies at the time of the closing of the asset sale. I
believe Kevin paid to settle that lawsuit.

5. On July 15, 2017, Kevin told me about the lawsuit and that he had sold the
Marinas. He claimed he sold them for $5.9 million. As a result of my
investigation thereafter, I learned that in fact he had sold the Marinas for
just under $8 million, and that he had a draft purchase and sale agreement
with the Buyer in hand in September 2016, at the same time he was

 

agreeing with me to buy my

. interest for much less all -
prior Af?davit in this matter . as described in my

requesting and receiving more detailed information a
any.dlscuss10ns resulting from such inquiry.

7. gg?t?lmg af?dav1ts in this case, Kevin has never suggested that he told me

any contact from a broker. In fact, he has acknowledged otherwise
to me. When I ?rst learned about his sale of the Marina assets, I was
angry, and made that known to Kevin. I demanded an explanation of how
he ?ipped the Marina Company assets after buying my interest. He initially
refused to disclose details of the sale, and gave me false information about
the sale. He said he had sold for $5.9 million, and he repeatedly indicated
that the prospect of a sale to another buyer arose after he had purchased
my interests. I complained that it was wrong the
Marina Companies on the ground that we had different goals (namely, that
I wanted us to sell the Marinas but he did not want to, and then to turn
around and them. Kevin said via email: ?All aspects of the sale
happened after I bought the asset from you.? In another email, he again
said that he only started to pursue a sale after he had purchased my
interests: agreed to all this because I wanted to develop the property and
also continue to employ my sister and brother. After we agreed to the
transaction and closed I began to pursue exactly that.? The relevant emails
are attached hereto as Exhibit A.

8. I was not aware in early 2016, but I became aware later in 2016, that Kevin
had decided on a strategy of signi?cant investment for his own account in
medical-marijuana-related businesses. In September or October of 2016, I
was approached by Hannah King and her husband, who wanted to make a
presentation on expected effects of the coming adult?use marijuana
referendum in Maine in November 2016, and the business opportunities it
presented. I asked Kevin to attend the meeting but he declined. After I had
taken the meeting, he told me he did not attend because he had already
been studying that business for some time and was planning to invest
heavily in it on his own account.

9. From July 2017, when I learned about the matters relating to the Marinas,
the reasons for our business separation changed in my view. Prior to that, I
understood Kevin clearly was moving in a different direction, wanting to
pursue the medical?marijuana trade aggressively and on his own; I was not
interested in joining him in that venture, nor did he indicate interest in
having me join him in that venture. After July 2017, our business

2

 

separation was, in my view, no longer a matter of differing goals but it was
a fundamental issue of trust. I no longer could trust Kevin and as a result
could no longer be his business partner. Shortly after July 15 2017 I
hired business consultants to work out the details of a business divorce
from Kevin and to resolve our dispute over the Marina asset sale.

While Kevin had decided to redeploy capital that had been tied up in
our 3011?. investments into new medical-marijuana ventures for his own
account, this was certainly not the first occasion on which he or I was
involved in business for our own account, even if that business competed
in, or was related to, businesses he and were involved in together. Only in
duly 2017 did I come to understand Kevin had fundamentally deceived me
1n order to take for himself signi?cant cash from the Marina asset sales, to
fund his need for substantial cash to invest in his marijuana activities.

10.

Independent Business Activities

11. The various LLCs that Kevin Dean and I have co?owned and operated

over .the years have been governed by Operating Agreements that have
prowded in substance that each of us is free to engage in business
activities that con?ict with the interests of those LLCs, and speci?cally that
we are free to engage in business directly competitive with the business of
our LLCs and to pursue for our own accounts business opportunities that
fall within the scope of activities of our LLCs, and each of us has done so.
The only limitations on such competing business are that we cannot,
without consent, use property or proprietary information of the LLCs to
compete with the LLCs and we cannot compete with an opportunity
expressly offered to the LLC.

12. Kevin Dean has routinely pursued business deals of his own over the
years, even though those deals were in the same sectors that certain of our
LLCs operated in. His suggestions in his Af?davit that my engaging in
investment and business activities for my own account somehow violated
our business agreements is incorrect and is contrary to his own established
course of conduct.

13. The medical-marijuana business clearly was related to business
ventures Kevin and I had jointly been involved in: for a long time we have
invested in DHHS-regulated businesses, health-care providers or health-
care provider ?nancing, and commercial real estate. Nonetheless, having
listened to the presentation and considered the regulatory environment and
other factors, I was not interested in asking to participate with Kevin in
those investments, nor did Kevin ask me to participate with him.

14. When we sold our interests in Electricity Maine to Spark Energy, we
had earn out agreements that effectively guaranteed us a minimum eam~
out payment and that created incentive payments based on customer
growth. We discussed and agreed that the milestones for the full incentive
payment would be impossible to achieve; that some of the lesser milestones
were impractical to achieve, and that the return on chasing those

3

 

acid?tgicr?la?i?r?gevr?ziIve tjiilaymenlts was not worth the effort. The results that
earn-out periods th eS r2311: t; to be 1expected from little effort. After our
consulting agreement with 113%), he: run, Kevm entered mt-O a .
in the consultin arran par or 1s own account, neither including me
With me While agcf gement nor sharing the pro?ts of that arrangement
. ing as a consultant for Spark, he even advocated on its
behalf for a reduction of its rent on real estate it was leasing from an LLC
that he and I co-owned and operated at the time. I understand Spark has
smce terminated his consulting contract.

15. Although Kevin and co-owned and operated businesses in the
energy sector, Kevin has simultaneously owned and operated KC Texas Tea
LLC, a Texas entity investing in oil wells. Provider Oil 85 Gas, which Kevin
and I co-own, bought 22% of the interests in certain oil wells in Texas.
Glac1er Financial Partners, Ltd. Co., as manager of the project owning those
wells, solicited the investment by Provider Oil 8L Gas. KC Texas Tea bought
interests in other Texas wells, in a transaction also arranged by Glacier
Financial Partners.

16. Although Kevin and I have co-owned and operated a number of 
involved in commercial real estate leasing or development, including
warehouse leasing and development of residential subdivisions, Kevin has
simultaneously engaged in such investing, leasing and development
activities for his own account, including: investing in house lots at the
Sunday River Golf Course; investing in a spec house in Port Aransas,
Texas; purchasing a condominium as an investment in Texas; owning and
operating Sandy Ventures, a real estate holding company; and leasing
warehouse space to WalMart. The WalMart lease was made by Lewiston
Junction Road LLC, an entity Kevin owns and operates with Brian
Bilodeau. A copy of the check for that WalMart rent and the deposit ticket
of that rent into the Lewiston Junction Road LLC bank account jointly held
by Kevin and Mr. Biolodeau are attached hereto as Exhibit B.

17. In addition to the aforementioned commercial real estate activities,
Kevin has been involved in investment activities, including but not limited
to commercial real estate activities, more speci?cally in the medical-
marijuana industry, while companies he and I have co-owned and operated
have been involved in various competing areas of health care. Kevin?s
activities for his own account include: through Lewiston Junction Road,
LLC, leasing space to care givers in the marijuana industry; in this activity,
he has partnered with Brian Bilodeau, an individual to whom Kevin and I
had previously sold a car wash Kevin and I co-owned; through entities of
his, he has purchased for investment purposes on his own account,
faciltiies in Oregon for use in the marijuana growing trade; he has
established MR, LLC for ownership and operation by himself, his wife, or
both of them, to engage in leasing commercial space as a medical-
marijuana growing facility Kevin told me he bought the building at 230
Merrow Road in Auburn with an existing grow facility in it. I believe Brian
Bilodeau is or has been the grower operating in that facility. Kevin also has



4

 

 

used Blue Water Marina to own 586 Lewiston Junction Road in connection
With marijuana growing and Covered Marina LLC to own a building in
Windham, leased to Goodwill, which he has borrowed against to buy the
Oregon growmg facility. While there is nothing wrong with Kevin?s

competingin commercial real estate, it is wrong to use the stolen proceeds
of the Marina Companies? sales to do so.

Kevin Dean?s Af?davit Falselz Describes the Various Business Activities He

Complains About

The U-Store-It Business

18. Kevin Dean has wrongly sworn that I engaged in a business venture
known as U-Store-It in violation of the above-referenced LLC agreements.

19. I have never had an ownership interest in the U-Store-It business in
Ellsworth.

20. My wife, Jane Clavet, invested money to acquire that business 10
years or more ago, and I believe Stephen Fernald is the one who identi?ed
that opportunitybroker or get any broker?s fee or
referral fee in connection with Jane?s transaction.

21. The opportunity to invest in U-Store-It was never expressly offered to
any of the LLCs Kevin Dean and I co-owned, and I did not use any property
or prOprietary information of any of the LLCs in connection with my wife?s
investment in that business.

The Mobile Home Parks in Unity and Corinth

22. Jane acquired two mobile home parks - one in Unity, Maine and one
in Corinth, Maine prior to a public auction. Kevin Dean wrongly identi?es
the latter deal as having been located in Corinna, Maine. Kevin Dean has
wrongly sworn that Stephen Fernald brought these deals to me. The
properties were advertised to the general public as available for auction. I
learned about the opportunity through those public advertisements and
pursued those opportunities on Jane?s behalf. I did not learn about those
opportunities from Stephen Fernald, though Mr. Fernald was employed by
the former owner as the manager of those properties. I did not use any
property or proprietary information of any of the LLCs in connection with
Jane?s acquisition of those parks, and the opportunity to buy those parks
was never expressly offered to any of the LLCs Kevin and I co-owned.

Agency Billing LLC

23. Af?liate Funding, and another entity Kevin and I co-owned, Funding
Resources, both handled medical billing. Possibilities Counseling Agency
was a billing client of Af?liate Funding. Af?liate Funding handled billing
matters for Possibilities Counseling, using automated billing procedures.


Possibilities Counseling had a small segment of its billing that had to be
processed manually, on paper forms. Kevin and I did not want Af?liate
Funding to handle the manual billing; since it was not automated, it was
too labor intensive and not lucrative enough. My wife, Jane, was willing to
take on the manual billing, and she created Agency Billing LLC to perform
the work in about 2006, with Kevin?s knowledge.

At the time, the manual billing represented only about $30,000 worth
of business, but it gave Jane the opportunity to earn some income as our
children were growing. Over the next three years or so, Jane grew the
Agency Billing business to over $100,000, and developed procedures and
ef?ciencies related to the billing. The business had grown and matured
beyond the point Jane was interested in continuing, so she turned the
business and the processes she had developed over to Af?liate Funding or
to Funding Resources (which Kevin and I co-owned) I do not recall which
at no charge for the business or the processes she had developed.
Thereafter, Af?liate Funding or Funding Resources did that billing for
Possibilities Counseling until it went out of business in 2010.

24.

Grace Street LLC

25. Seeing an opportunity to create a testing lab, I approached Tom
Varguson, a consultant to the health care industry, with the idea of starting
a lab to provide urine testing services to Grace Street Services, to be owned
one-third by me, one-third by Kevin, and one-third by Tom Varguson and a
principal of Grace Street. As a result of that, we formed Provider Laboratory
Services LLC (?Provider Labs?) in June 2015, with the ownership described.
Grace Street was the major source of income for Provider Labs. Kevin and I
had and still have personal guarantees on the debts of Provider Labs.
Accordingly, our company, and I personally, had a signi?cant ?nancial
interest in the ongoing success of Grace Street.

26. In October 2017, Grace Street was in ?nancial trouble; Tom
Varguson asked me whether Provider Labs could lend $15,000 to Grace
Street on an emergency basis, to make payroll the following day and avoid
an employee walkout the next day, which I believed would cause the demise
of the company. On behalf of Provider Labs, Mr. Varguson, Debra O?Brien
and 1, representing 66% of the voting interests, voted to extend the
emergency loan. It was not uncommon for our businesses to lend money to
customers when they needed it.

27. In November 2017, Mr. Varguson indicated that Grace Street needed
$60,000 in order to return to ?nancial health; further analysis later by my
business consultants at Point to Point showed Grace Street?s requirements
were $75,000. Kevin said he was not interested in making the loan to Grace
Street, but said he was Willing to be bought out of Provider Labs. I agreed
personally to lend Grace Street the needed $75,000. I was keenly
interested in seeing that Grace Street succeed, because of its importance to

 

Provider Labs? success and my exposure to personal guarantees for
Provider Labs.

28. Tom Varguson and I were not interested in buying Kevin?s stake in
Provider Labs at the price he was seeking. Accordingly, I told Torn Varguson
to approach Ammon Labs in New Jersey to explore their interest in
acquiring Kevin?s stake. That effort is ongoing. I have not pursued and am
not pursuing any sale of my membership interests in Provider Labs.

29. I have never owned Grace Street. As a result of my personal loan to
Grace Street, in late November 2017, I negotiated an option to buy a 51%
stake in Grace Street, but I have never exercised that option. In fact, I have
not yet received an executed c0py of the ?nal loan agreement from Grace
Street, though I am con?dent I will and have an executed term sheet that
makes the option a term of the loan agreement. When I referred in an
email to having acquired a controlling interest in Grace Street; I was
referring to the option I had negotiated to purchase a majority stake in the
entity, not to any exercise of that option or actual ownership at the time. I
would own a majority of Grace Street if I ever exercised an option, but I did
not at the time actually own it, to date never have, and have no current
plan to exercise the option.

The Getchell Agency

30. Kevin and I co-own Af?liate Funding. Af?liate Funding was a secured
creditor of the Getchell Agency. Prior to the Getchell Agency?s ?ling of
bankruptcy, Rena Getchell, the then-owner of the Getchell Agency, asked
whether Kevin and I were interested in buying the company from her. It
quickly became clear that there was no mutual interest in terms for such a
deal. Rena Getchell had various ideas from time to time about business
arrangements with the Getchell Agency that might be used as alternatives
to the Agency?s paying its debts with cash; we considered some of those
alternatives as ways of potentially recapturing the substantial debt
(approximately $610,000) without going through the process of foreclosing
on our security interests or getting repaid in bankruptcy. None of those
plans ever panned out.

31. In March 2016, the Getchell Agency ?led a voluntary petition in
bankruptcy under Chapter 11 of the Bankruptcy Code. Af?liate Funding
was the only secured creditor and recovered 100% of the debt Getchell
owed. The contractual terms on Af?liate Funding?s receipt of payment in
full required Af?liate Funding?s agreement not to submit a competing plan
in bankruptcy for the Debtor?s assets. The bankruptcy case remains active.

32. From its ?ling until November 2017, the case proceeded as a Chapter
11 case, with Rena Getchell acting for the Getchell Agency as Debtor in
Possession. Kevin and I did not discuss at any time seeking to purchase the
assets of the Getchell Agency from any Bankruptcy Trustee.

 



33. In November 2017, the US. Trustee asked th
convert the proceeding from a Chapter 1 1 to a Court to

34. . On November 29,. 2017, the Bankruptcy Court approved the
appomtment of Nathaniel Hull as Trustee in Bankruptcy.

350might 2523;261:2228 a Trustee was to be appointed, I expected the Trustee

. rim management contract for the Getchell Agency?s
operations. I asked managers of Health Af?liates whether our entity had the
capability and interest for that work and was told we did, but before we
could formulate any proposal or approach the Trustee on such a
management contract, he awarded the contract to Sweetser.

36. After he was appointed, 1 negotiated with Mr. Hull a Stalking Horse
Bid for certain of the Getchell Agency?s assets, in connection with an
auction Mr. Hull has arranged for those assets.

37. Any bidder that can qualify can submit a competing bid. Kevin can
bid, if he had interest and could qualify. While our entities might be able to
qualify as bidders, our entities are not seeking new investments, because
Kevm and I are actively trying to unwind our business relationships; we
simply are not interested in doing any business together any longer.

38. It is unknown at this time whether the Stalking Horse bid will be the
winning bid in the auction. Counsel for at least one entity has noti?ed my
lawyer that the entity intends to submit a competing bid at the auction.

39. On February 23, 2018, Kevin Dean ?led in the Bankruptcy Court a
Limited Objection to the sale of the Getchell Agency assets. In that ?ling,
Mr. Dean stated to the Bankruptcy Court expressly that the ?purpose of
this limited objection is not to impede the Sale Motion the motion by
which the Trustee sought approval of the Stalking Horse Bid and approval
of the Bankruptcy Court to sell all of the Getchell Agency?s assets].? Kevin
also stated that he does not ?object to the contemplated sale moving
forward,? but that he was ?ling simply to preserve whatever rights he has in
the lawsuit between us in this Court.

40. On February 28, 2018, the Court approved the Trustee?s acceptance
of the Stalking Horse Bid, and bid procedures by which the Trustee will
accept competing Quali?ed Bids and, if necessary, conduct an auction for
the sale to the best Quali?ed Bidder.

41. The deal Kevin and I looked at was an acquisition for the purposes of
recovering on the substantial debt the Getchell Agency owed us without
formal proceedings in bankruptcy or out of bankruptcy. An acquisition of
the entity is a very different deal from the Stalking Horse Bid described
below for acquisition of certain assets of the Getchell Agency. The
contingency and uncertainty of a Stalking Horse deal is far greater than the
contingency and uncertainty in an acquisition of a company. Typically, in
any serious effort to buy a company, I would as a buyer seek to prevent the
seller from ?shopping my bid? to others. Here, the Stalking Horse Bid not
only allows the Seller to shop my bid to others; the very point of the
Stalking Horse Bid is to give the Bankruptcy Trustee a concrete bid for
purposes of attracting interest from other bidders. When acquiring a

8

 


company, the buyer has available any
?nancing, non?compete provisions, performance-
Stalking Horse biddera?gmir?geothers but the tools available to me as the

much more limited. By acquiring the
company, there would be assurance of continuity in the entitv?s business
operations: for example, no new licensure proceedings or DHHS approvals
would be needed in order for the company to continue to receive the bene?t
of its client service contracts, which are the principal source of the
company?s revenue. Not so with the Stalking Horse Bid. If my Stalking
Horse Bid is accepted, I will have to arrange for a licensed entity to assume
Operations formerly provided by the Getchell Agency; the new entity will
have to sign up any former Getchell Agency clients to receive services from
the new entity, because their contracts with the Getchell Agency cannot be
assigned without DHHS consent. That revenue risk and the other
differences in risk management tools makes the Stalking Horse Bid a very
different deal from any purchase of the company.

42. In analyzing and preparing the Stalking Horse Bid, I did not use any
property or preprietary information of any of the entities Kevin and have
jointly owned. The information I used was the publicly-available
information the Trustee is offering to any Quali?ed Bidder. Nor is the
opportunity to act as a Stalking Horse bidder one that was expressly offered
to any of those entities. It was an opportunity I pursued on my own, at a
time when it was already clear Kevin and I would not be making substantial
new investments through our jointly-owned LLCs. it is an opportunity that
was open to whatever member of the public best satis?ed the Trustee?s
desire for a quali?ed and attractive Stalking Horse bid. This was in
November 2017, when the Bankruptcy Trustee was put in place. That was
well after Kevin?s and my discussions in the summer of 2017 that we would
be winding up any business we were in together. In fact, it was after I had
?led this lawsuit against Kevin. There is no opportunity for any entity Kevin
and I jointly own to bid in the Getchell Agency proceeding, because Kevin
and are not pursuing any new joint business opportunities.

number of risk mitigation techniques

Quahog Bay LLC

43. Quahog Bay LLC is a family LLC that has nothing to do with Kevin
Dean. It is owned 25% by me; 25% by my wife, Jane; 25% by Jane?s father,
Andre Deshaies; and 25% by Jane?s mother, Patricia Deshaies.

44. Quahog Bay created a subdivision known as Charity Shores in
Harpswell, Maine.
45. The subdivision is a development on land that Jane?s family has

owned for over 100 years on Tondreau?s Point in Harpswell (the ?Tondreau
family land?), since it was purchased in the early 20th Century by Jane?s
great-grandfather, Emile Tondreau, with his brothers, Adjutor Tondreau
and Omer Tondreau.

 


46. In 2014, various descendants of Adjutor and Emile Tondreau owned
approx1mately 17 acres of the Tondreau family; these were Jane?s mother

(who had ownership with Jane?s father); Jane?s mother, as personal

representative of the estate of her aunt, Georgianna McCabe; David

Tondreau (Adjutor?s son), individually, and with his wife, as

trustees of a trust; and Anna Tondreau (Adjutor?s widowed daughter-

1n?1awl, her son, Rodenck L. Tondreau, Jr., and Anna?s attorney, C. Dale

McClain, all as trustees of a trust under the will of Adjutor?s son, Roderick

L. Tondreau.

These descendants had resolved among themselves to sell the 17
(more or less) acres. Jane?s parents were saddened at the thought of the
property leaving the Tondreau family after so long.

48. So Jane and I, with her parents and the other descendants had a
family meeting to discuss a purchase from the other descendants, many of
whom still live close by on Tondreau?s Point. The plan allowed them to
liquidate their holdings, without turning the land over to an unknown,
unrelated entity. It kept the land in the family, and in the hands of people
who live right there and are interested in seeing it developed in a way that
best suits its character and what the Tondreau descendants all love about
that area.

49. As a result of that family meeting and the plan the family worked out,
Jane and I and her parents ended up owning all of the Tondreau family
land, and paying the other descendants an agreed price. The other
descendants sold their land to Quahog Bay Jane and I paid them the
agreed cash of over $200,000.

50. Thereafter, Jane?s father, who worked for a long time as a landscape
architect retained the necessary engineers and laborers, prepared the
subdivision plan, and essentially contributed his ?sweat equity? to making
the subdivision. I presented the plan to the local authorities for approval,
and Jane and I invested another $150,000 for road construction and site
development costs.

51. There were no title issues that had to be cleared. There is in the long
history of the Tondreau family?s ownership of this land a fascinating story
of title that was all resolved decades ago, and is, to me at least, a very
interesting piece of Maine history that I have told on many occasions. I
expect I recounted it to Kevin Dean at some point in time.

52. The Charity Shores subdivision never had anything to do with Kevin
Dean or any entity he and co-own. I did not use any property or
proprietary information of any of those LLCs, and the subdivision was a
family undertaking, not an opportunity ever offered in any way to those
LLCs.

53. I am sure over the years, in the course of talking generally about
things we have going on outside our joint businesses, that I mentioned I
was doing a subdivision with my in-laws. It was always clear it was not
anything Kevin?s and my businesses were involved in. I never presented the
Charity Shores subdivision as a plan or business opportunity to Kevin; he

47.

10

 



had very little curiosity about it, and he never expressed any belief and had
no reason for any belief that the subdivision had anything to do with him.
Kevin has known for years that Charity Shores was a family project on land
owned by Jane?s family that I was doing with my in-laws to help them out
and that it was not a business he and I were in
Quahog Bay was a development idea in furtherance of my father-in-
law?s desire to bene?t his children and grandchildren. He never expressed
any interest in bene?ting Kevin Dean or any of the companies I co-owned
with Kevin, and it would have been inconsistent with his goals as I
understood them to bring someone outside the family in on the deal.
55. Until the ?ling of his af?davits in this lawsuit, Kevin has never
expressed to me any belief or expectation that Charity Shores was a project
he had any right to or asked why he wasn?t involved.

54.

Recent Developments with Kevin?s Marijuana Business Increase the Need for
Attachment

56. As noted above, Kevin?s partner in the marijuana business is Brian
Bilodeau, and they own and or operate together Lewiston Junction Road
LLC, which has leased property at 586 Lewiston Junction Road in Auburn,
Maine.

57. Blue Water Marina LLC, one of the Marina Companies at issue in this
lawsuit, owns the property at 586 Lewiston Junction Road.

58. Kevin used the CFO of one of our companies, Dawn Cloutier, to help
set up banking accounts for Lewiston Junction Road, LLC. When I learned
of that, I ordered it to stop, because I did not want any of my staff or
company resources used in Kevin?s marijuana business with Mr. Bilodeau.

59. On February 28, 2018, federal agents arrested Mr. Bilodeau and
charged him with possession of a ?rearm in furtherance of drug traf?cking
(in violation of 18 U.S.C. and possession with intent to
distribute more than 50 kilograms of marijuana (in violation of 21 U.S.C. 
all as further detailed in the Complaint and the supporting
Af?davit of DEA Special Agent Michael Gagnon. I understand federal
authorities seized Mr. Bilodeau?s home, various automobiles, ?rearms and
personal property.

60. According to Agent Gagnon, Mr. Bilodeau?s arrest followed a raid of
his home, which was part of a federal investigation into an organization
growing and distributing large quantities of marijuana in violation of federal
law and under cover of, but in violation of, Maine?s medical-marijuana
program. (Gagnon Aff. at 6-7)

61. According to Agent Gagnon, on the same day, federal agents executed
over 20 search warrants in the Lewiston-Auburn area associated with the
organization. (Gagnon Aff. at 1] 7).

62. Based on news reports I have seen and believe to be true, I believe
authorities have searched or will search the warehouse owned by MR LLC,

11

 

Refined to above in 1 17 of this Af?davit and located at 230 Mei-row Road in
11 um.

63. I am concerned that Kevin Dean, reasonably believing himself to be a

target of this ongoing federal investigation may try to hide assets of his from
law enforcement, and that his efforts may include hiding assets that are
proceeds of the sale of the Marina Companies, thereby frustrating my
to collect any judgment I obtain against him in this lawsuit.

DATED: March 9, 2018.

Emile Clavet

STATE OF MAINE
CUMBERLAND, ss.

Before me, this day of March, 2018, Emile Clavet personally appeared before
me and swore that the foregoing statements are true based on his personal

knowledge, except where made on information and belief, in which case he
believes them to be true.

?aw

Notary Public

 

BRITTANY AXELSEN
Nataly Pubiic, State of Made
My Commission Expires PM 21, 2021

 

 

12

 

 

From: Kevin Dean [kevindeannow@gmail.com]
Sent: Thursday, August 10, 2017 9:54 PM

To: Emile Clavet; Bell@BellFinnMaine.com
Subject: Re: Marina

I told you about the lawsuit so I assumed you would get a copy of it because you were upset.

Not a big stretch there since we have not resolved anything.

All aSpects of the sale happened after i bought the asset from you and after I gave you the cash you wanted and after I continued to
develop homewood with you.

I simply decided to pursue a sale or redevelopment that had little chance of success that ultimately resulted in a sale.

Made a decision to move on rather than redevelop.

Our agreement had no obligation to hold or redevelop or sell within certain timeframes . We could have stipulated this but you wanted
cash. We didn?t because you wanted out, off the debt, and to move on.

In addition you wanted me to help develop homewood which I have done and will continue to do.
Pretty straightforward to me.

Kevin
Love

Sent from my iPhone
On Aug 10, 2017, at 6:17 PM, Emile Clavet wrote:

We don't know the reality because you choose to keep the facts 3 secret. I'll know what happened when you share the details or I ?nd
them out for myself. How can you assume I knew about the lawsuit if I wasn't served. I knew nothing of this ?ip or lawsuit.

Get Outlook for 

On Thu, Aug 10, 2017 at 9:06 PM -o4oo, "Kevin Dean" wrote:
I understand that you were named in a lawsuit but in order to be a party to a lawsuit you need to be properly served and you were
not. I have always assumed that you have seen the suit that is not news to me.

I was told by the attorneys that you were not a party and an amendment would be ?led. Now the entire suit is dismissed .
I get that to you feel it is straightforward did not orchestrate some sort of ?ip as you describe it.
As you know at some point or price all businesses or property is for sale . I ultimately decided that a sale made some sense.

As you know taking a contract on something is no guarantee on a sale. This particular asset has no historical or current net income, no
positive tax returns, is not insurable, and is need of major capital repairs. The entire dock system was at the end of its useful life .

There have been multiple suitors over the ownership period and all have come to the same conclusion. No cash ?ow, no ability to
insure, major capital necessary for continued operation.

 

Sa'ne discuss-on we have had tor years.

CMdhavegonethroughmany mama hmicaneseasons, 
potential for market rates. Taxes doubled lansyt year. capital Improvements etc. and not found a buyer. Limited income

. . . .



Wencedtornovem

Kevin

Scary

SentfrommyiPhone

On Aug 10, 2017, at 3:21 PM, EmileClavet wrote:
Fee

It?s wrorg to buy it from me because you didn't want to sell it when I did and then ?ip it. Pretty straight forward to me.
Get Outlook for 

0n mu, Aug 10. m7 at 6:07 PM 0400, ?Emile Clavet" wrote:


GetOu?ookforiOS

On Thu. Aug 10, 2017 at 4:52 PM ?0400, 'Kevin Dean" wrote:
Emile
with werenevera party to the lawsuitand were neverserved.

I spoke to the attorney and was told that the other attorney was amending complaint after the membership documents were
provided to them. Based on this information I just didn't worry about it any longer.

At the same time we were having settlement and dismissal discussions.

Although you were not a party to the suit in hindsight I wish I had at least let you know of the situation and the potential for
depositions and discovery etc. if we were not able to resolve the issues. I am sorry about that. I was still down in Texas and we have
not exactly been seeing a bunch of each other for quite some time.

I did not orchestrate a personal windfall in any way. The intent of the purchase of the interests was for us both to do what we
wanted moving forward with the asset for me and the cash for you. My goal was always to ?nd a development partner, run it or use
spark proceeds to upgrade this year. This was not what you wanted to do.

There is nothirg with the transaction that was not right and needs correcting.

I do not want to split hairs here and in the interest of our long standing and ongoing partnership I do not want you to continue to
be upset.

My recommendation is that we ?gure out some way for you to make more out of homewood on the homes or something like that.

This is not to correct anything but is really iust a way for you to manage and develop this proiect and share the pro?t
disproportionately. Essentially taking an additional fee for managing the project. I would simply pursue other things.

Wanting to move forward here emile. This is not productive. Please think about this as a way to move forward positively.

Kevin

 

 

 

q. lom my iPhone

On Aug 10, 2017, at 4:02 AM, Emile Clavet wrote:

2:22.11 with you:I invesjtiggjn whatever you want. You?ve been making personal investments for years. It is very
manna an you i want to sell and I did. You were the mana in art 
it all including the law5uit that includes me is not acceptable 0 9 "er at the manna. The secrecy 0f

Get Outlook for 

On Sun, Aug 6, 2017 at 7:25 PM ~04oo, "Kevin Dean" wrote:

Emile

I can see that you are 

pset and that is unfortunate. I want to continue to do business together. But clearly over the last four or

ve years our goals, interests and desires personally and professionally have changed.

We began selling assets and business interests several

. years ago when we sold the hotels, storage facilities, car wash, camp,
colonial ndge. and electricity companies. We had discu

ssions last year around the sale of Health Af?liates as well.

We have discussed swapping and or selling of Texas assets and Maine assets for years. We will have many more discussions
around the disposition of other companies and assets moving forward as well.

It was not until the sale of Provider Power to Spark became a reality that there was su?'icient capital to accomplish the buying of
the marina from you or the building of the roads at Homewood park could be achieved.

We discussed the swapping of some Homewood Park assets for the remaining IPE lots, IPE home, and marina. When I proposed
this you said that you wanted cash because the road construction costs and sale price of the lots was a big uncertainty. At that

point I said that I would continue to develop the subdivision with you and that I would give you the cash from my SPARK
proceeds if you wanted to sell. None of these concepts or discussions were new.

As part of this you also wanted me to any the 2016 income tax liability for the marina and any inter-company tax liabilities that
had been created over the last decade while we both owned the marina. In addition to this I assumed the debt on the marina. On
top of this an additional cash consideration was also a term of the deal that we agreed upon.

I agreed to all of this because I wanted to develop the property and also continue to employ my sister and brother. After we
agreed to the transaction and closed I began to pursue exactly that. To this end we put the assets in Cookie's name as we do all
homes and assets for estate planning purposes. It is unfortunate that it turned into a sale and termination of employment for my
sister and brother instead of a joint venture. But ultimately we are moving on with new opportunities instead.

You asked why you were not noti?ed of the sale and the answer is simply because you were not a party to the transaction or the

company. We each negotiated a sale price and terms that were acceptable for the sale of the membership interests and
completed the sale.

I am not asking or entitled to know what you did with your proceeds or what you invested those proceeds in. I am also not
entitled to any pro?t or responsible for any loss of these assets.

I hope you are successful with those investments as I wish you were happy for me. I am quite sure that if a hurricane wiped the
marina off the face of the earth last hurricane season that you would not be looking to reimburse me for that loss. I would also
not be looking for you to cover that loss.

You will continue to invest your proceeds and I will continue to do the same.

With all of that being said I am also sensitive to the fact that we have been relatives, partners and friends for over thirty years and

what I hope will be many more to come. We were fortunate to get a short term windfall and I hope you are having similar
successes.

There is no sense looking into the sale transaction of the marina any more than there is sense in analyzing what you have done
with your proceeds because they have nothing to do with each other.

 

 

 

 

 

 

However. I do not like that you feel upset and am open to creating additional opportunities or upside for you to work our
maining businesses and development opportunities. Many of the companies and assets have value that can be unlocked by
simply ?nishing the plans that have been started. If you would like to propose buying or working those assets and keeping

I hope this helps you understand my position and also the desire to remain partners in a positive way moving forward.
Kevin

On Sun, Aug 6, 2017 at 9:18 AM, Emile Clavet wrote:

I wasn't told of the Marina sale for 9 months. Didn't know I was being sued for 5 months and now the details of this ?ip are being
withheld. This needs to be resolved in the manner we?ve always done business for the last 30 years. I am very upset.

Get Outlook for 

<winmail.dat>

 




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COURT

b1? MAINE
ECEWEU "i FILED
UNITED STATES OF 78 

 

 

 

21 38 .
v. Docket No.2.i71? I 3&7th
QEPUTY CLEP: 
BRIAN J. BILODEAU
CRIMINAL COMPLAINT

I, Michael Gagnon, being duly sworn, state that the following is true and correct to the

best of my knowledge and belief:


(Possession of a Firearm in Furtherance of Drug Traf?cking)

0n about February 27, 2018, within the District of Maine, defendant
BRIAN J. BILODEAU
knowingly and intentionally possessed a Beretta, model BU9 Nano, 9mm pistol, bearing serial
number NUll 1403, in furtherance of a drug trafficking crime for which he may be prosecuted in
a court of the United States, namely the offense described in Count 2 of this Complaint.
In violation of Title 18, United States Code, Section 


(Possession with Intent to Distribute Marijuana)

On about February 27, 2018, within the District of Maine, defendant
BRIAN J. BILODEAU
knowingly and intentionally possessed with intent to distribute more than 50 kilograms of

marijuana, in violation of Title 21, United States Code, Section 84l(a)(l).

 

It is further alleged that the penalty provisions of Title 2] United States Code, Section
841(le)(C) apply to the conduct described herein.

This Complaint is based on those facts which are set forth in my affidavit of February 

2018, which is attached hereto and incorporated herein by reference.

 

Special Agent
0.8. Drug Enforcement Administration

Sworn to before me and subscribed in my presence this 28th day of February, 2018.

MW

John .Rich 
agistrate Judge

 

UNITED STATES DISTRICT COURT
DISTRICT OF MAINE

UNITED STATES OF AMERICA

Docket No. . ?9'7?f2-
v. - 

BRIAN J. BILODEAU



AFFIDAVIT IN SUPPORT OF A CRIMINAL COMPLAINT

I, Michael Gagnon, being ?rst duly sworn, hereby depose and state as follows:



INTRODUCTION AND AGENT BACKGROUND

1. I am a Special Agent with the Drug Enforcement Administration (DEA), United

States Department of Justice, with federal law enforcement jurisdiction, and have been in this
position since January 2012. I joined the DEA Portland Resident Of?ce in 2018. I was assigned
to the Los Angeles Division from 2012 until I moved to Portland. Prior to attaining sworn status
as a Special Agent, I was employed by DEA and received specialized training in narcotics
traf?cking investigations and related legal matters at the DEA Training Academy in Quantico,
Virginia. Before joining DEA, I was employed by the Newton Police Department in Newton,
New Hampshire, from June 2009 to January 2012. During my employment with the Newton
Police Department, I was a certi?ed Peace Of?cer in the State of New Hampshire. I have
received law enforcement training through the Police Standards and Training Counsel.

2. In the course of my employment with DEA, I have received approximately 17
weeks of training at the DEA Academy in Quantico, Virginia about techniques used by major

narcotics traf?ckers. I have specialized training involving the use, possession, packaging,

manufacturing, sales, concealment, and transportation of various controlled substances, money

 

laundering techniques, and conspiracy investigations. Additionally, I have attended specialized

training in wire and electronic interceptions and the use of wire and electronic interception

equipment.

3. During my employment with DEA, have participated in narcotics investigations

both as a case agent and in a supportive role. I have participated in the arrests of multiple drug
traf?ckers and in interviewing informants and suspects concerning the methods and means of
drug traf?ckers. have also participated in countless static and mobile surveillance activities and
assisted in the execution of multiple search warrants and arrest warrants. have conducted
investigations regarding these unlawful activities, violations of Sections 84l(a)(l), 843(b), 846,
952(a), and 963 of Title 21 of the United States Code, and Sections 2, 1952, I956, and 1957 of
Title 18 of the United States Code. As a DEA agent, I primarily investigate large-scale narcotics
traf?ckers and money laundering organizations.

4. Based on my training and experience as a DEA Special Agent and Police Of?cer,
I have become familiar with the criminal activities of individuals involved in drug traf?cking
organizations, including drug manufacture and distribution, money laundering, and unlawful
uselpossession of ?rearms. I have also become familiar with the methods used by such
individuals to avoid detection by law enforcement, including the use of: multiple cellular
telephones, including those subscribed to in the names of other persons; prepaid cellular
telephones; counter-surveillance techniques; coded and ambiguous language; multiple vehicles;
vehicles equipped with concealed compartments; and false identities.

5. The facts in this af?davit come from my personal observations, my training and

experience, and information obtained from other agents and witnesses.

 

6. DEA and other law enforcement agencies are conducting an investigation into the

unlawful distribution of marijuana and the unlawful manufacture of marijuana concentrates,
commonly known as Butane Hash Oil, or ?Shatter? or ?Dabs.? The investigation targeted a drug
traf?cking organization located in the Lewiston-Aubum area that is alleged to have grown and
distributed large quantities of marijuana in violation of federal law, and under the cover of, but in
violation of, Maine?s Medical Marijuana program. The organization cultivated marijuana at
numerous warehouses in Androscoggin County and distributed marijuana to people who were
not participants in Maine?s Medical Marijuana program, including out-of-state customers. This
organization also grew marijuana as a precursor for the illegal manufacture of Butane Hash Oil.

7. On February 27, 2018, federal, state and local agents executed over 20 search
warrants in the Lewiston-Auburn area associated with the organization. One location searched
was Defendant Brian J. Bilodeau?s residence located at 72 Danville Corner Road, Aubum,
Maine.

8. During execution of this search warrant, agents discovered a secure room in the
basement. This room was approximately eight feet by ten feet in size, was constructed out of
foundation concrete, and contained a metal vault door. Upon gaining access to this room, agents
located and seized approximately 183 pounds (more than 50 kilograms) of a substance that a
trained and experienced DEA agent on site told me is consistent in appearance with marijuana.

9. Also, within the secure room, agents discovered a large gun safe. Within this safe
was a loaded Walther, Model PK 380, .380 caliber pistol, bearing serial number 060696. The
safe also contained distributable quantities of suspected Butane Hash Oil.

10. In the master bedroom, agents located and seized a Beretta, model BU9 Nano,

9mm pistol, bearing serial number 11403. This ?rearm was on top of the There

 

was a round in the chamber and additional rounds in the magazine. Agents also seized a Kimber,
model Ultra 11, .45 caliber pistol, bearing serial number KAU1188, from a case within
the master bedroom. This ?rearm was not loaded. Bilodeau advised agents of the presence of
the Beretta and acknowledged this was his bedroom.

11. In a second bedroom, agents located and seized a Mossberg, model 702 Plinkster,
.22 caliber ri?e, bearing serial number 1308263043. This ?rearm was not loaded.

12. In the garage of this residence, agents located a blue 2016 Lamborghini Huracan
(valued at approximately $190,000). According to a sales contract dated March 15, 2017,
Bilodeau made a $95,500 cash down payment on this vehicle at a dealer in North Miami Beach,
Florida. His payment on this vehicle is $2671.61. Agents also seized a black 2014
Nissan GT-R (valued at approximately $60,000). The Lamborghini and the Nissan were seized
pursuant to seizure warrants issued by this Court on the basis that they were forfeitable as
proceeds of drug traf?cking, facilitated drug traf?cking, or were involved in money laundering
offenses.

13. Based upon my training and experience, I know that drug traffickers often possess
and store ?rearms in their residences in order to protect themselves, their supplies of drugs,
and/or drug proceeds. I believe based on the items seized from Bilodeau?s residence and the
location of the loaded Beretta on the of the bed, that this weapon was in fact
possessed in furtherance of Bilodeau?s drug traf?cking.

14. Based on my training and experience, I believe the quantities of suspected
marijuana and marijuana concentrate seized are consistent with further distribution and

inconsistent with personal use.

 

CONCLUSION



15. I respectfully submit, based on the facts set forth above,

that probable cause exists

to charge Brian J. Bilodeau by Criminal Complaint with the offenses of possession of a firearm

in furtherance of a drug traf?cking offense, in violation of Title 18, United States Code, Section

924(c)(1)(A) (Count 1), and possession with intent to distribute marijuana, in violation of Title

21, United States Code, Section 84l(a)(l) (Count 2), and request that the accompanying

Criminal Complaint be issued.

MichaEI Gagt?n?

Special Agent
U.S. Drug Enforcement Administration

Sworn to before me and subscribed in my presence this 28th day of February, 2018.

MM

Uohn 
gistrate Judge