tjgem complaint
DESCRIPTION
TJGEM ComplaintTRANSCRIPT
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UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA
TJGEM, LLC Plaintiff Vs. Cause No REPUBLIC OF GHANA, ACCRA METROPOLITAN ASSEMBLY, KWABENA DUFOUR,
Ghana Minister of Finance, and ALFRED O. VANDERPUIJE,
Accra, Ghana Metropolitan Chief Executive CONTI CONSTRUCTION CO, INC.
JURY TRIAL DEMANDED
Defendants
COMPLAINT
TABLE OF CONTENTS
I PARTIES.............................................................................................................2
II. JURISDICTION..................................................................................................5
III. VENUE .............................................................................................................10
IV. BACKGROUND AND FACTS COMMON TO ALL COUNTS ...................11
V. CLAIMS UPON WHICH RELIEF MAY BE GRANTED..............................42
COUNT I - Misappropriation of Proprietary Work Product ...............................42
COUNT II – Tortious Interference With Business Relationship ........................58
COUNT III- RICO & HOBBS Violations...........................................................62
COUNT IV- Fraud ...............................................................................................72
COUNT V – Conspiracy to Defraud ...................................................................72
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COUNT VI - Extortion ........................................................................................73
COUNT VII – Wire Fraud...................................................................................74
COUNT VIII –Mail Fraud ...................................................................................74
VI. RELIEF SOUGHT............................................................................................74
VII. JURY TRIAL DEMANDED............................................................................76
I PARTIES
A. PLAINTIFFS
1. TJGEM, LLC (TJGEM) is a limited liability company organized and
existing under the laws of the state of Missouri with its principal place of business
in the county of St. Louis, Missouri.
B. DEFENDANTS
1. Defendant Republic of Ghana (Ghana) is a sovereign foreign state
situated on the continent of Africa; it is being sued vicariously based on Tortious
conduct of its public officials committed in the course and scope of their duties as
public officials of the Republic of Ghana as set forth herein below.
2. Defendant Accra Metropolitan Assembly (AMA) is a political
subdivision of the Republic of Ghana; it is being sued vicariously based on
Tortious conduct of one of its public officials committed in the course and scope of
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his duties as the Mayor of the Accra Metropolitan District of the Republic of
Ghana as set forth herein below.
3. Dr. Kwabena Dufour is the Minister of Finance for the Republic of
Ghana, and a resident of the city of Accra, Ghana; he is being sued in his
individual capacity for Tortious conduct set forth herein below.
4. Alfred O. Vanderpuije is the Metropolitan Chief Executive a/k/a
Mayor of the Accra Metropolitan District of the Republic of Ghana. Vanderpuije
holds dual citizenship both in the United States, and in the Republic of Ghana,
where he is a resident of city of Accra; he is being sued in his individual capacity
for Tortious conduct set forth herein below.
5. Conti Construction Co, Inc., is a general business corporation that is
incorporated and has its principal place of business in the state of New Jersey, at
2045 Lincoln Highway, Edison, NJ 08817. It is also known as or does business as
The Conti Group. It is being sued vicariously based on tortious conduct of its
agents committed in the course and scope of their duties or employment with Conti
as set forth herein below
C. UNNAMED PLAINTIFFS
Plaintiff complains also on behalf of other directly or proximately injured
parties, which injury or damage arises from Defendants' Tortious actions. These
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parties are included in accordance with the provisions of FRCP Rule 71. These
parties include:
1. Members and principals of TJGEM, LLC:
a Dr. Gideon Adjetey, a resident of the state of Illinois, now residing in
the city of Chicago, who holds dual citizenship in both the Republic of Ghana and
the United States of America,
b Dr. Mark Adjetey, a resident of the state of Maryland, now residing in
the city of Baltimore, who holds dual citizenship in both the Republic of Ghana
and the United States of America,
c Jonathan Adjetey, a citizen of the Republic of Ghana, now residing in
the city of Accra, Ghana,
d Anthony L. Weaver, a citizen of the State of Missouri, now residing in
St Louis County, Missouri, and
e Atty. Elbert A. Walton, Jr., a citizen of the State of Missouri, now
residing in the county of St. Louis, Missouri.
2. Kwame Construction a Missouri general business corporation with its
principal place of business in the city of St. Louis, MO.
3. Several architectural, engineering and construction firms situated
within the city of St Louis, Missouri with whom TJGEM representatives consulted
in order to produce the work product that is the subject of this lawsuit and who
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were deprived of their economic expectancy upon the defendants misappropriation
of TJGEM’s valuable proprietary work product, business plan and sewer
redevelopment model.
D. UNNAMED DEFENDANTS
1. Ebenezer Padi Adjirackor, is the Minister/Commercial Officer, at the
Ghana Embassy, a citizen of the Republic of Ghana and a resident of Washington,
DC; if he did not have diplomatic immunity, he would be sued in his individual
capacity for Tortious conduct set forth herein below. He is not named as a party
defendant only due to the fact that he appears to have diplomatic immunity.
II. JURISDICTION.
The court has jurisdiction under
A. 28 USC § Sec. 1332, in that there is complete Diversity of Citizenship
1. The amount in controversy well exceeds the sum of $75,000.
2. The Plaintiff is a limited liability company organized in the State of
Missouri with its principal place of business in the city of St. Louis, Missouri, and
thus is a citizen of the State of Missouri, U.S.A.
3. The Defendants include a foreign state, two of its political
subdivisions, and citizens of said foreign state, who are residents thereof, as
specifically set forth herein above.
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4. Defendant Vanderpuije holds dual citizenship in the Republic of
Ghana, where he is a resident of Accra, Ghana, and in the USA, where he last
resided in the State of South Carolina.
5. Defendant Conti Construction Co, Inc. is incorporated in and has its
principal place of business in the State of New Jersey.
B. 28 U.S.C. § 1605(a)(2), because the foreign state and its political
subdivisions are not immune from jurisdiction of the court in that:
1. Plaintiffs' allegations are vicariously against the Republic of Ghana, a
sovereign nation situated on the west coast of Africa, the Accra Metropolitan
Assembly, a political subdivision of the Republic of Ghana, and directly against
both the Metropolitan Chief Executive of the Accra Metropolitan District, and the
Minister of Finance of the Republic of Ghana associated with commercial activity.
2. Plaintiff's claim is based upon Tortious conduct by said defendants’
foreign state, foreign state’s political subdivisions and officials of both said foreign
state and said political subdivisions, (a) associated with commercial activity carried
on or in the USA, (b) which was performed in the U.S. in connection with
commercial activity outside the U.S, and (c) which was performed outside the
U.S., in connection with commercial activity outside the U.S., and which caused a
direct effect in the U.S, to wit, (1) conspiratorial fraudulent misrepresentations to
induce plaintiff and its personnel to expend time and funds both within the U.S.
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and within the Republic of Ghana to (a) produce valuable, confidential and
privileged proprietary work product, business plans and redevelopment model for
repairs and improvements to the sewer system in the city of Accra, Ghana, and (b)
secure financing for said sewer project through the Export-Import Bank of the
United States, (2) malicious failure to deal with the plaintiff in good faith and fairly
when defendants solicited plaintiff to produce said valuable proprietary work
product, to secure said financing, and to deliver said valuable proprietary work
product, business plan and redevelopment model to the defendants, (3)
misappropriation of plaintiff’s valuable proprietary work product, business plan
and redevelopment model to defendants’ economic benefit and the economic
detriment of plaintiff, and (4) fraud, conspiracy to defraud, racketeering and
corrupt practices in an attempt to extort, induce and coerce plaintiff to pay bribes
and kickbacks to foreign officials in order to be awarded a contract for repair of
said sewer system in the city of Accra.
C. 28 USC § 1331, in that several of the claims arise under the laws of
the United States:
1. 18 USC § 1962 (RICO)
2. 18 USC § 1964(a), Plaintiffs aver on information and belief, and upon
reasonable investigation and research that Federal RICO laws, 18 USC § 1961-
1968 do not frustrate the goals of any laws in either the State of Missouri, the State
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of Illinois, the State of Maryland, or any other state from which goods or services
may have been employed, utilized, expended or exported in the production of the
work product that is the subject of this action.
3. 15 USC § Sec. 78dd-1, et seq. (FCPA) alleged as a predicate act under
RICO. The Foreign Corrupt Practices Act of 1977, as amended, 15 U.S.C. §§
78dd-1, et seq. ("FCPA"), was enacted for the purpose of making it unlawful for
certain classes of persons and entities to make payments to foreign government
officials to assist in obtaining or retaining business. Specifically, the anti-bribery
provisions of the FCPA prohibit the willful use of the mails or any means of
instrumentality of interstate commerce corruptly in furtherance of any offer,
payment, promise to pay, or authorization of the payment of money or anything of
value to any person, while knowing that all or a portion of such money or thing of
value will be offered, given or promised, directly or indirectly, to a foreign official
to influence the foreign official in his or her official capacity, induce the foreign
official to do or omit to do an act in violation of his or her lawful duty, or to secure
any improper advantage in order to assist in obtaining or retaining business for or
with, or directing business to, any person.
4. 18 USC § 1951 (Hobbs), the allegations contained herein constitute a
matter which affects Interstate Commerce, and presents a condition of "complete
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diversity of citizenship"; the matter, therefore, falls within Federal Jurisdiction, and
specifically again under 18 USC § 1951(b)(3) of the Hobbs Act.
5. Plaintiff’s allegations of violations of RICO, the Hobbs Act and the
Foreign Corrupt Practices Act are substantially based on the acts or actions of
Defendant Alfred O Vanderpuije, a US citizen and the Accra Metropolitan Chief
Executive; he is being held responsible for violation of said Acts both as a citizen
of the United States and as a foreign official of the Republic of Ghana. All other
defendants are alleged to violate said federal statutes by knowingly or recklessly
acting in concert with Defendant Vanderpuije or by breaching their duty to
supervise Defendant Vanderpuije, to monitor his corrupt practices and to assure
that he was not engaged in corrupt practices, and in so failing they engaged in,
facilitated and/or promoted the criminal enterprise.
6. There are no states in which any of the acts complained of occurred
with RICO provisions.
7. There is relevant Federal law regarding patterns of racketeering
activity, RICO, and specifically also with regard to mail and wire fraud, 18 U.S.C
1341 and 18 U.S.C 1343 respectively, as well as extortion, (Hobbs), and bribery of
foreign officials and extortion by foreign officials prohibited by the Foreign
Corrupt Practices Act of 1977, as amended, 15 U.S.C. §§ 78dd-1, et seq.
("FCPA").
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III. VENUE
A. Pursuant to 28 USC § 1391(b), Venue in General.— A civil action
may be brought in—
1. a judicial district in which any defendant resides, if all defendants are
residents of the State in which the district is located;
2. a judicial district in which a substantial part of the events or omissions
giving rise to the claim occurred, or a substantial part of property that is the subject
of the action is situated; or
3. if there is no district in which an action may otherwise be brought as
provided in this section, any judicial district in which any defendant is subject to
the court’s personal jurisdiction with respect to such action.
B. The U.S District Court of the District of Columbia is the most
appropriate venue in this matter, in that:
1. Defendant Conti resides in New Jersey, and the foreign defendants are
residents of the Republic of Ghana, and thus none of the foreign defendants reside
in any judicial district within the USA, its possessions or territories,
2. a substantial part of the events or omissions giving rise to the claim
occurred in the District of Columbia, to wit, the financing of the sewer project
which is the subject of this action through the Export-Import Bank of the United
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States, the signing of the memorandum of understanding, and Tortious fraudulent
misrepresentations and misappropriation of plaintiff’s work product.
3. There is no district in which this action may otherwise be brought as
provided in 11 USC § Section 1391, and all of the defendants are subject to the
court’s personal jurisdiction in that defendants engaged in significant acts and
omissions, related to the claims asserted herein, within the USA, as more
specifically set forth below.
IV. BACKGROUND AND FACTS COMMON TO ALL COUNTS
The following facts and allegations are common to and incorporated by
reference into all of the Counts of this Complaint:
1. The Republic of Ghana is a sovereign nation situated along the coast
of central West Africa. It is governed by a popularly elected President, in its
executive branch, and its legislative branch is organized under the parliamentary
form of government.
2. The Republic is divided into ten (10) administrative regions and the
regions are subdivided into one hundred ten (110) districts, of which three (3) are
metropolitan districts and four (4) are municipal districts. One of the Regions is
named the Accra Region and one of the districts of the Accra Region is named the
Accra Metropolitan District which is the capital of Ghana and is home to some 4.5
million residents.
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3. The President appoints several cabinet level ministers and other
executive branch officials to administer the government both at the central,
regional and district levels of government.
4. In 2009, Alfred O. Vanderpuije, was appointed Metropolitan Chief
Executive (Mayor) of the Accra Metropolitan District by the President of Ghana
and said appointment was ratified by the Accra Metropolitan Assembly.
5. In 2010, Mayor Vanderpuije, visited Chicago, Illinois.
6. Chicago is the home of Dr. Gideon Adjetey, DBA, CPA, a native born
Ghanaian citizen who is also a naturalized citizen of the USA.
7. Dr. Adjetey was born in Ghana and spent his childhood up through
completion of his secondary education in Ghana.
8. Dr. Adjetey and the Mayor were school mates and became friends
while attending school together.
9. Both Dr. Adjetey and Mayor Vanderpuije received their college or
university education in the USA, remained in the USA upon completion of their
education in the USA, became citizens of the USA, and remained in contact and
friends over the years.
10. Therefore, upon the Mayor’s visit to Chicago, he telephoned Dr.
Adjetey and they visited with each other while the Mayor was in Chicago.
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11. The Mayor advised Dr. Adjetey of various business opportunities in
Accra, and invited Dr. Adjetey to come to Accra to explore potential infrastructure
development projects that might be awarded to a Development company with
whom Dr. Adjetey might be affiliated.
12. Dr. Adjetey contacted Elbert Walton, an attorney in St. Louis,
Missouri, whom he had met when they both worked for the same client, and
inquired as to any interest Atty. Walton might have in forming a partnership with
Dr. Adjetey and establishing an infrastructure development company that could do
business in Ghana.
13. Atty. Walton expressed an interest and solicited Anthony Weaver,
whom Dr. Adjetey had also met while in St. Louis, to be a partner in the business
venture.
14. Dr. Adjetey recruited his two brothers, Dr. Mark Adjetey, D.Pharm,
who like Gideon Adjetey, had come to the US to receive his university education
and remained therein and became a US citizen, and Jonathan Adjetey, a Ghanaian
business man, who, unlike his brothers, did not move to the US, but remained in
Accra, Ghana.
15. Walton, Weaver and the Adjetey brothers formed TJGEM, LLC, as an
international infrastructure development company.
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16. TJGEM was organized to advance a “Marshal Plan” type Initiative,
Business Plan and Model for infrastructure redevelopment in Sub-Saharian African
Countries by African American business persons in partnership with Sub-Saharian
Africans, and pursuant thereto, TGJEM developed a valuable proprietary work
product, business plan and operational model for the financing and redevelopment,
reconstruction and improvement of the infrastructure of underdeveloped Sub-
Saharian African nations, and the general overall development, improvement and
economic growth of African Countries while concurrently improving the business
and employment opportunities of US citizens and particularly African-Americans
through exporting US manufactured products, goods and supplies and employment
of US personnel on said projects.
17. In order to meet its purpose and objectives, TJGEM’s representatives
met with various architectural, engineering, construction, and project and
construction management companies to explore their interest and qualifications
toward forming either a joint venture or serving as subcontractors on infrastructure
development projects in Ghana.
18. In January, 2011, at the invitation of Mayor Vanderpuije, Walton, as
General Counsel, and Gideon Adjetey, as Ghana Projects General Manager, and as
representatives of TJGEM, LLC, at great expense of time and funds, then flew
from the United States of America to Accra, Ghana to meet with Mayor
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Vanderpuije to explore and discuss potential infrastructure redevelopment projects
on which TJGEM might be employed by the Accra Metropolitan Assembly as a
Development Company.
19. The TJGEM representatives intended to also talk with various other
governmental officials of Ghana, during said visit, in order to explore and
determine their needs and interest in infrastructure development or redevelopment
projects.
20. The first public official to be visited by the TJGEM team was Mayor
Vanderpuije.
21. Upon arrival in Accra, Dr. Adjetey contacted a Ghanaian friend of his,
Chandiram Vasnani, who is a professional engineer and a resident of Accra, to
discuss potential infrastructure projects that TJGEM should seek to develop for the
Republic of Ghana and the city of Accra as well as to identify various public
officials that had authority to contract with individuals or entities for such
infrastructure projects.
22. Ghana has two annual seasons, dry and rainy. During the rainy season,
the country is subject to flooding as a result of major rain storms, which flooding
often results in loss of lives and destruction of property.
23. Vasnani met with Dr. Adjetey and Atty. Walton and advised them that
the city of Accra suffered heavy losses of lives and property during the rainy
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season from flooding, during rain storms, due to the inability of the sewer system
to effectively and efficiently drain away the storm water. He thus expressed a need
for reconstruction of the sewer system in Accra in order to alleviate the flooding
problem.
24. Vasnani then accompanied the TJGEM team to meet with the Mayor
of Accra, Alfred Vanderpuije, in his office at the city hall, to explore potential
infrastructure projects that TJGEM might develop through contract with the city of
Accra.
25. During the meeting with the Mayor, Vasnani repeated his opinion of
the need for reconstruction of the sewer system in Accra to prevent flooding and
the heavy loss of lives and property.
26. The Mayor enthusiastically agreed with Vasnani that there was a dire
need to reconstruct the sewer system and emphatically solicited TJGEM’s
representatives to prepare a proposal for reconstruction of the sewer system to
alleviate the flooding problem.
27. The Mayor represented to TJGEM that he had executive authority to
solicit such a proposal and that the Accra Metropolitan Assembly had the power to
enter into a contract with TJGEM, LLC to reconstruct the sewer system of Accra.
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28. He furthermore represented that as the Metropolitan Chief Executive,
he had the loyal and strong support of the Accra Metropolitan Assembly (AMA) to
enter into a contract with TJGEM to reconstruct the sewer system.
29. The Mayor then requested that TJGEM schedule a date in which they
could return from the USA to Accra with an U.S. engineer to survey the sewer
system and flood plains and to present a formal contract between the AMA and
TJGEM that could be adopted by the Accra Metropolitan Assembly.
30. The Mayor also represented that he had a relationship with a U.S.
bank, which was going to finance the construction of a mass transit system in
Accra, and that he could secure funding from said bank’s officials to finance the
sewer project as well.
31. In order to give credence to his representations and as an inducement
for TJGEM to pursue the sewer project, the Mayor showed the TJGEM team a
proposal for the construction of said mass transit system along with information on
the bank that he alleged would finance the transit system project.
32. TJGEM’s representatives advised the Mayor that they would return
with the engineer and furthermore advised the Mayor of their intention to meet
with other Ghanaian public officials to explore other potential infrastructure
projects.
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33. The Mayor responded that there was heavy competition among the
various governmental officials of Ghana for public funding of projects and that he
would like to avoid any competition from any other projects; he thus urged and
induced TJGEM to focus solely on the sewer project and to make no effort to meet
any additional public officials in Ghana or explore any additional infrastructure
projects with any other Ghanaian public officials by representing to and assuring
TJGEM’s representatives that the AMA would enter into a contract with TJGEM
for the sewer project.
34. The Mayor represented to TJGEM’s principals that there would be no
competitive bidding on the sewer project, that he had the ultimate authority to
select the developer on the project, and that TJGEM would be the exclusive and
only company invited to present a sewer project proposal, and that TJGEM would
be awarded a contract, by the AMA, once an engineering study had been
completed and the Mayor and TJGEM reached an agreement on the contractual
terms.
35. As a result of the inducement, assurances and representations
provided by the Mayor of Accra that the AMA was going to enter into a contract
with TJGEM on the sewer project, and with an expectation that the Mayor was
negotiating and dealing with TJGEM in good faith and fairly, TJGEM’s
representatives were induced by the Mayor’s representations to forego meeting
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with any other public officials in Ghana and to explore additional developmental
and economic opportunities or additional infrastructure development economic
opportunities that may have been available to them through the Republic of Ghana
and its political subdivisions.
36. TJGEM’s representatives then returned to the USA.
37. Pursuant to the representations of the Mayor that a contract to
redevelop the sewer system in Accra would be awarded to TJGEM, TJGEM and its
principles did thereafter invest valuable professional time and funds to generate a
work product, business plan and operational model as to said sewer project that
may be presented to the Mayor.
38. TJGEM representatives, with a great expenditure of time and money,
met with various financiers, consultants, architects, engineers, general contractors
and construction management companies to discuss the sewer project and
determine both their interest in such a project as well as their qualifications and
ability to provide professional services for such a project.
39. The sewer system in the St. Louis, Missouri, USA, metropolitan area
is administered by an entity entitled, the Metropolitan Sewer District of St. Louis.
40. Thus, TJGEM’s personnel also met with and visited Sewer District
personnel and reviewed sewer district documents in order to gather comparable
information, as to a modern sewer system, that might be employed to prepare a
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proposal for reconstruction of the sewer system in Accra, including a basis of
determining the cost thereof, as well as the means to finance the construction,
operation and maintenance of a sewer system.
41. TJGEM determined that as a developer, the first subcontractor that
must be employed on such a project was a project program and construction
manager; thus one of the companies that TJGEM interviewed and consulted with,
as to said sewer project, was Kwame Construction Company, a project and
construction management firm located in St. Louis, Missouri, USA.
42. Included in the meeting was Anthony Thompson, President of the
company, Craig Lucas, a Vice-President of Kwame and other staff personnel of
Kwame, including an engineer who had international infrastructure projects
experience.
43. Thompson, Lucas and the other staff personnel of Kwame are
professional engineers licensed in the state of Missouri, USA.
44. TJGEM related to Kwame’s principals the communications that had
been had with Mayor Vanderpuije and the opportunity to reconstruct the sewer
system in Accra and the need for Kwame to send one of its engineers to Accra to
review the project and to make recommendations to the Mayor of Accra as to how
the flooding problem might be alleviated.
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45. Kwame, which has a national presence throughout the United States,
advised that it thought it was a great economic opportunity to expand its business
into the international market and agreed to dispatch Craig Lucas to Accra to survey
the sewer system and make a preliminary recommendation to the Mayor as to the
sewer project.
46. TJGEM’s general counsel, in consultation with these various
architects, engineers, construction managers, general contractors and sewer district
personnel, as well as by reviewing various documentation provided by these
sources, prepared, at great expense in professional time and money, a preliminary
proposal and contract with attachments to be presented to the Mayor in Accra,
subject to being modified or revised once an engineering survey of Accra had been
completed and the Mayor or his staff had reviewed same.
47. In March, 2011, TJGEM at great expense of time and money, sent a
team of legal, financial and engineering professionals to visit the Mayor of the city
of Accra with the expectation that the AMA would enter into an agreement for
TJGEM being engaged to build and repair the sewer system in Accra in order to
minimize flooding and to save both lives and property as well as reduce the health
risks from the open trench sewer system currently in use in the city of Accra.
48. The team included Walton and Gideon Adjetey, of TJGEM, and
Lucas of Kwame.
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49. Mark Adjetey of TJGEM, also traveled with the team to provide
liaison and marketing assistance on the project.
50. Upon arrival in Accra, Walton, Lucas, Gideon Adjetey and Mark
Adjetey met with the Mayor of Accra in his city hall office to discuss the sewer
project and to present a proposed ordinance and contract with attachments
including a project summary to the Mayor.
51. TJGEM’s team was directed by the Mayor to discuss the project with
his staff of engineers, city manager, and city attorney (city solicitor).
52. The Mayor directed the city solicitor to review the proposed contract;
in addition, the Mayor directed various city employees or personnel to work with
the TJGEM team to determine the scope of the sewer project.
53. The TJGEM team met with the City Manager and various city
engineers and personnel to review any existing sewer system documentation,
surveys and maps and to arrange for a visual survey of the existing sewer system,
as well as to view the waterways, rivers, streams, creeks, and flood plains in Accra.
54. Lucas, Gideon Adjetey and Mark Adjetey, accompanied by said
various staff engineers and personnel of the AMA, visually surveyed the existing
sewer system in Accra and viewed various waterways, streams, creeks, rivers and
flood plains in Accra; while Walton negotiated with the city solicitor on a contract
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to be entered into between TJGEM and AMA for the reconstruction project, as
well as an Ordinance to be enacted by the AMA for adoption of the contract.
55. After the TJGEM and Kwame team surveyed the flood plains, sewer
systems, creeks, streams and rivers in the city of Accra, TJGEM again discussed its
proposal to the Mayor to reconstruct the sewer systems within the Accra
Metropolitan District in order to control, alleviate and minimize any flooding that
may be caused by storm rainwater as well as to eliminate the health hazards caused
by the open trench sewer systems currently employed in Accra.
56. Upon Lucas’ completion of the sewer system and waterways survey
and discussions with various staff or personnel of the AMA, Walton met with
Lucas to finalize a proposed contract which would give a detailed description of
the project and the cost thereof; and, thereafter, Walton also met with the city
solicitor and various AMA staff or personnel to revise and modify the contents or
terms of a contract that had been previously submitted to the city solicitor.
57. The city solicitor and Walton then tentatively agreed upon the terms
of a contract for the sewer project to be entered into between TJGEM and the
AMA, that should be submitted to the Mayor for presentation to the AMA, which
estimated the maximum cost to alleviate flooding through reconstruction of various
phases or parts of the sewer system, in the city of Accra, at $500,000,000.
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58. It was determined that the sewer system project would not be limited
to dispersing storm water, but that it would be a combination waste water removal
system as well.
59. It was also determined that upon completion of the project, user fees
could be imposed to pay for the operation and maintenance of the system as well as
to recoup its initial construction costs, in part if not in whole.
60. The contract was then presented to Mayor Vanderpuije who agreed to
the scope and terms thereof and represented to TJGEM that he would present the
contract to the AMA for its approval; and that he would advise TJGEM thereof
after said contract was adopted by the AMA.
61. The Mayor assured TJGEM that the AMA would adopt the contract in
that he had the full support of the AMA and thus they would vote for the contact
upon his recommendation that they vote for same.
62. TJGEM advised the Mayor that once the contact was signed, TJGEM
would seek the appropriate financing for the project.
63. TJGEM representatives thereafter met with a potential financial
source to discuss potential financing of the project.
64. A few days later, the Mayor requested the TJGEM team to meet with
him in the park grounds of Kwame Circle.
65. Kwame Circle is located in a busy and noisy area of the city.
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66. Although it contains park grounds, it is not a park which hosts
visitors; thus, the only persons in the park at the time TJGEM’s representatives
were there was the Mayor, a few of his aides, and persons who had need to discuss
official business with the Mayor or who were petitioning the Mayor for aid,
assistance, or support for some project, issue, or privilege.
67. While having a private discussion about the sewer project with the
Mayor in Kwame Circle, outside of the presence of his aides and others who were
present in the park, the Mayor stated that those public officials who would be
involved in the approval process for the sewer project would expect that he would
be paid bribes or kickbacks for support of the project and that he would share said
bribes and kickbacks with said public officials in order to receive their support for
the project.
68. None of the members of the TJGEM team were receptive to his
suggestion or intimation that TJGEM must pay bribes and kickbacks in order for
TJGEM to be awarded the sewer project contract, but stated emphatically that
TJGEM would not be a party to any such corrupt practices, and simply inquired as
to any additional information that he may need from TJGEM about the scope and
cost of the project as well as the valuable proprietary project work product that had
been submitted to him.
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69. The Mayor advised that he was not in need of any additional
information from TJGEM and the meeting ended with the understanding that Dr.
Gideon Adjetey would remain in Ghana to sign the contract for TJGEM upon the
adoption thereof by the AMA.
70. The Mayor thereafter began to meet privately in the park with other
individuals who had problems or issues that needed to be addressed or solved by
the Mayor’s intervention.
71. The TJGEM representatives then left the park.
72. Walton and Lucas then returned to the USA to await word from the
Mayor or Gideon Adjetey as to the AMA’s adoption of the contract.
73. Dr. Gideon Adjetey remained in Accra to work with the Mayor on the
adoption of the contract by the AMA. Several weeks passed, without the contract
being passed, and Dr. Adjetey returned to the USA to await word from the Mayor
as to adoption of the contract by the AMA.
74. In March, 2011, the Mayor visited Atlanta, Georgia, USA, and had
discussions with Dr. Adjetey about the progress of the adoption of the sewer
project by the AMA.
75. He once again assured Dr. Adjetey that the contract would be passed
by the AMA.
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76. Dr. Adjetey, thereafter, periodically called the Mayor in Accra for an
update, and would be advised that the contract would be adopted by the AMA and
signed in the near future; however, no contract was ever signed.
77. The Mayor’s representations to TJGEM’s representatives that the
AMA had the power to enter into a contract and to finance the sewer project were
false and fraudulent.
78. After further research, TJGEM’s general counsel determined that
under the Republic of Ghana’s governing system, only the central government
could contract for and finance the sewer project or any other such project, in that
political subdivisions in the Republic of Ghana are not granted power under its
constitution and statutes to enter into contracts nor to borrow funds; rather, under
Ghana’s constitution and statutes, the central government borrows funds and the
central government by and thorough its cabinet level members enter into contracts,
subject to the approval of parliament.
79. The cabinet level official that had the power to enter into the sewer
project contract is the Minister of Finance, subject to being adopted and approved
by the Ghanaian parliament and President.
80. Since TJGEM’s general counsel had served in the Missouri General
Assembly for fourteen years, he was familiar with drafting legislation, and
therefore, he drafted and submitted proposed legislation to the Mayor for
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submission to the Ghanaian parliament that would allow the AMA to enter in the
sewer project contract and to issue bonds to finance the project similar to bonding
provisions under various federal, state and local laws in the U.S; however, nothing
was done with said legislation, nor said contract and nothing was heard from the
Mayor of Accra until October, 2011.
81. In October, 2011, Jonathan Adjetey, advised TJGEM members that
there had been a major rainstorm in Ghana that had caused millions of dollars of
property damages and a heavy loss of lives, especially within the city of Accra. He
suggested that the Accra Sewer Project may now be of interest to the central
government, in that the President of Ghana had announced the alleviation of
flooding as a priority of his government. Jonathan suggested that TJGEM’s
proposal be presented to various Ministers in the central government, including the
Minister of Finance, as well as re-presented, once again, to the Mayor of Accra.
82. At about the same time, discussions about the flooding problem were
had between the US Ambassador in Ghana and the Mayor of Accra as well as other
Ghanaian officials. During said discussions, the Mayor advised the U.S.
Ambassador of TJGEM’s March, 2011 visit with him and his staff, and TJGEM’s
proposal to reconstruct parts of the sewer system to alleviate the flooding in Accra.
83. After said discussions, a telephone call was had to Elbert Walton in
the USA from the Mayor from Ghana advising of the discussions with the US
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Ambassador and Embassy personnel and inviting TJGEM to return to Accra to
explore once again the possibility of TJGEM reconstructing the sewer system in
Accra to alleviate the flooding problem.
84. Based on the prior misrepresentations of Mayor Vanderpuije as to his
and the AMA’s authority and power to enter into contracts and to fund same, and
the statements made by the Mayor in the Kwame Circle about paying bribes to
public officials in order to get them to support the project, Walton was skeptical
about the project and determined not to expend any additional funds and time on
that project as the Mayor and the AMA still did not have borrowing or contracting
power under Ghana law and the TJGEM team was not going to be party to any
payoffs or corruption in the awarding of a contract.
85. Even so, Walton courteously advised the Mayor that he would discuss
the matter with the principals of TJGEM.
86. Soon thereafter Walton’s conversation with the Mayor, Ms. Heather
Byrnes, the commercial officer in the US Embassy, called Walton and advised
Walton that the Mayor had reported to the Ambassador and other Ghanaian
officials during a meeting that TJGEM’s had previously submitted a proposal to
the Mayor to reconstruct the sewer system to alleviate flooding within Accra.
87. Ms. Byrnes advised that the US Ambassador was interested in
assisting Ghana with the Accra sewer reconstruction project, and was especially
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enthused that a US company might be employed by Ghana to complete the project,
in that China had penetrated the Ghanaian market and it was important not only to
the health, welfare and safety of the Ghanaian’s that the sewer project be
completed but it was beneficial to the US economy for a US business to be
employed to complete the project.
88. Walton decided since the US Ambassador’s office was now involved
in the project as well as the Ghanaian central government, there was a strong
probability that a contract would be signed between TJGEM and the Republic of
Ghana to complete the sewer project and thus it was in TJGEM’s principals best
interest to once again expend funds and time to return to Accra to discuss the
project and to present the proposal to the central government of Ghana.
89. Walton then advised the principals of TJGEM of these developments
and arranged to revisit Accra to meet with Ms. Byrnes, the Mayor and any other
public officials requisite to the project being adopted and a contract entered into
between the government of Ghana and TJGEM.
90. Walton then revised the work product for the sewer project as a
contract between the Republic of Ghana and TJGEM.
91. In December, 2011, Walton, Gideon Adjetey, and Weaver, as
representatives of TJGEM, flew to Accra, Ghana at great expense in time and
funds.
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92. After arrival in Accra, Walton, Weaver and Gideon Adjetey, were
joined by Jonathan Adjetey, and met with Ms. Byrnes to be briefed on the
Ambassador’s office’s position on the project as well as to any position held by the
Ghana government on the project and to be advised as to what steps were needed
to be taken to secure both a contract and funding for the sewer project.
93. Ms. Byrnes advised that the US Ambassador’s office was supportive
of the project as well as the Ghanaian government and urged TJGEM to seek
funding through the Export-Import Bank of the United States (Ex-Im Bank) for the
project.
94. The Ex-Im Bank provides both direct commercial loans and
guaranteed commercial loans to facilitate US exports to foreign countries.
95. Said loans are provided directly to US businesses as well as to
customers of US businesses.
96. The purpose of said loans is to promote US exports of goods, services,
and materials and the employment of US personnel in the process.
97. All loans awarded by the Ex-Im Bank are contingent upon the
borrower importing US goods and services.
98. The Ex-Im Bank issues Letters of Interest to US businesses which
indicate the Bank’s willingness to provide financing for a given export transaction.
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99. Ms. Byrnes advised TJGEM that if the Ex-Im Bank would issue a
Letter of Interest to TJGEM providing tentative financing for the sewer project, the
central government of Ghana would adopt the project.
100. She advised that upon receipt of such a Letter of Interest, that TJGEM
could meet with the Minister of Finance and other central government officials to
finalize the contract on the project.
101. She advised that the Minister of Finance and other public officials
would enter into a contract for such a project only if the financing for the project
was included in the proposal; and moreover, securing of financing for the project,
ordinarily, guaranteed that the government would enter into a contract for
completion of the project.
102. Ms. Byrnes advised TJGEM’s representatives that Ghana had reached
its debt ceiling under the International Monetary Fund’s guidelines but that said
debt ceiling was going to be raised sometime in early 2012 and thereafter the Ex-
Im Bank may issue such a Letter of Interest.
103. Walton, Weaver and Gideon Adjetey followed up the meeting with
Ms. Byrnes by meeting with Mayor Vanderpuije.
104. They advised the Mayor that TJGEM had modified the business plan
and model and sewer project contract that was proposed to be entered into between
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TJGEM and the AMA to be a contract between TJGEM and the Republic of
Ghana.
105. They further advised him of the possibility of the project being
financed by the Export-Import Bank of the US entering into an agreement with the
Republic of Ghana to fund the project.
106. They advised him that they would seek to broker an agreement
between the Export-Import Bank and Ghana to finance the project, if the Mayor
would lend his support to the project with the Minister of Finance.
107. Mayor Vanderpuije represented to TJGEM’s representatives that not
only was he in support of the project, but that the President of Ghana and the
Minister of Finance were both in support of the project.
108. He outlined what he purported to be the process to gain execution of a
contract for the project between Ghana and TJGEM.
109. He advised that the project had to be supported by him as Mayor of
Accra, and presented to the Minister of Finance who would then in turn present it
to the President and Parliament.
110. He represented to TJGEM that no project would be considered by the
Minister of Finance or the central government for the city of Accra, unless it had
his support, since he was the Chief Executive for Accra.
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111. He assured the TJGEM delegation that he continued to be supportive
of the project and would present the project to the Minister of Finance if TJGEM
was able to get financing for the project.
112. He requested that TJGEM seek funding of the project from the
Export-Import Bank and advised that once TJGEM secured a Letter of Interest
from the Ex-Im Bank, it should return to Accra to meet with him, and the project
then would be presented to the Minister of Finance with his support for approval.
113. He reminded them of his conversation in Kwame Circle and stated
that several unnamed government officials “would have to be taken care of“ for the
contract to be signed.
114. TJGEM’s representatives responded once again that it would not be a
party to any corrupt practices, and instead simply advised the Mayor that they
would get back to him on the project once they secured financing from the Ex-Im
Bank.
115. They requested that he provide to TJGEM a letter of commitment or
support for the project to show a good faith commitment to TJGEM in that TJGEM
had been and was continuing to invest substantial time and funds on the project
and its work product.
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116. He represented to and assured TJGEM’s representatives that a letter of
support and commitment to the sewer project and employment of TJGEM thereon
would be forthcoming from his office in the near future.
117. Thereafter, a letter was sent by Sam Ayeh-Datey for Mayor
Vanderpuije to Gideon Adjetey in support of the project and requesting that
TJGEM seek funding from the Ex-Im Bank for the project.
118. On or about December, 2011, Walton, Weaver and Gideon Adjetey
then returned to the USA.
119. Thereafter, Walton, as General Counsel of TJGEM, drafted and,
employing the US Postal Service, mailed an application for a Letter of Interest to
the Export-Import Bank of the United States.
120. Said application requested the Bank to issue a letter indicating that it
was willing to finance a loan to the Republic of Ghana in the sum of $587,937,500
to finance the sewer project upon Ghana entering into a contract with TJGEM as
developer of the project.
121. Furthermore, since both Kwame and TJGEM were businesses located
in St. Louis, Missouri, USA, and it is the public policy of US officials to promote
foreign trade and exports by US companies, Walton and Weaver sought and
received the support of US Congressman William Lacy Clay, Jr., of St Louis,
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Missouri, for the project who then sent a letter to the Ex-Im Bank in support of the
bank issuing a Letter of Interest to TJGEM.
122. Pending a decision on the application for a letter of Interest, Weaver
and Walton determined to fly back to Accra to have further discussions with Ms.
Byrnes and to be introduced to the Minister of Finance and any other government
officials that she deemed important to finalize the sewer contract.
123. Walton and Weaver as representatives of TJGEM, at great expense in
time and money, thus returned to Ghana in February, 2012.
124. Soon after arriving in Accra, Walton received a Letter of Interest by
email from the Ex-Im Bank advising that it was willing to finance a loan to Ghana
for the financing of the sewer project contract between TJGEM and Ghana in the
sum of $587,937,500.
125. The Letter of Interest terms required that a formal contract be
executed between TJGEM and Ghana and that a formal application for Ghana to
receive said loan be submitted to the Ex-Im Bank by TJGEM.
126. Walton immediately emailed a copy of the Letter of Interest to
TJGEM’s principals for their information and advice.
127. Gideon Adjetey then forwarded said Letter of Interest to Mayor
Vanderpuije by email for his edification and action.
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128. In addition, Weaver, Walton and Jonathan Adjetey then presented said
Letter of Interest to Ms. Byrnes who forwarded by courier same to the Minister of
Finance along with a letter of introduction with a request that the Minister meet
with TJGEM’s representatives while they were present in Accra to discuss the
project.
129. Walton and Weaver then telephoned Darryl Piggee, Chief of Staff in
Congressman Clay’s office and advised him of the fact that the Letter of Interest
had been received, and requested his assistance in arranging a meeting with the
Minister of Finance while they were in Ghana.
130. Piggee telephoned the Ghanaian Embassy in Washington, DC to
arrange for such a meeting in Accra and talked with Mr. Ebenezer Padi Adjirackor,
the Minister/Commercial Officer in the Embassy.
131. Mr. Adjirackor telephoned Jonathan Adjetey in Ghana to discuss the
matter and confirmed his conversation with Jonathan by email.
132. He requested a copy of the proposal for the sewer project and the
Letter of Interest so that he could forward it on to the Minister of Finance.
133. He further advised that the Minister of Finance would be in The
Washington, DC, the next week and would meet with TJGEM’s representatives to
discuss the matter in Washington, DC.
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134. Jonathan emailed a copy of said email to Walton and the other
principals in TJGEM.
135. Based on Mr. Adjirackor’s representations that a meeting was being
arranged between TJGEM and the Minister of Finance in Washington, DC, and
that the Minister required a copy of the Letter of Interest and the Project Summary,
prior to said meeting, Walton then emailed a summary of the project along with the
Letter of Interest issued by the Ex-Im Bank to Mr. Adjirackor and requested that
Mr. Adjirackor provide the exact date and time as well as the amount of time that
TJGEM’s representatives could meet with the Minister so that they could provide a
presentation to the Minister within the time frame allotted.
136. Weaver telephoned Mr. Piggee and advised him of the
communications with Mr. Adjirackor and thanked him for his assistance in
arranging the meeting with the Minister of Finance.
137. In the meantime, Gideon Adjetey kept the Mayor informed of
developments by telephone from the USA to Ghana.
138. At Gideon Adjetey and Jonathan Adjetey’s request, Walton and
Weaver then met with Mayor Vanderpuije and personally delivered another copy
of the Letter of Interest to him along with a letter thanking him for his assistance
and requesting that he draft a letter of support for the sewer project and present it
to the Minister of Finance.
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139. Mayor Vanderpuije represented to Weaver and Walton that he would
submit such a letter of support of the sewer project to the Minister of Finance;
however, he again stated that the contract would only be signed after unnamed
government officials were “taken care of”.
140. Walton and Weaver requested that he be specific as to how said
officials were to be “taken care of” to which he responded, “You know the game!”
141. Walton then responded that he was not going to play any games, but
that he would make his best efforts to secure the financing so that a contract could
be signed between TJGEM and Ghana and the sewer project completed.
142. They furthermore advised him that in the interim they would be
returning to the US to await word of the signing of the contract.
143. Upon returning to the US, Walton and Weaver telephoned Mr. Piggee
of Congressman Clay’s office and advised him that the Minister of Finance as well
as the President of Ghana would be in the US for a week and suggested that in
addition to meeting with the Minister of Finance that TJGEM’s principals would
also like to meet with the President of Ghana.
144. Clay’s Chief of Staff, Darryl Piggee, advised that he was in telephone
communication with Mr. Adjirackor and that he would advise TJGEM as to the
date and time of the meeting with the Minister of Finance once Mr. Adjirackor
notified Mr. Piggee of said date and time.
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145. He furthermore advised that if a meeting with the President of Ghana
could be arranged, he would arrange that meeting as well.
146. Mr. Adjirackor never advised neither Mr. Piggee, Jonathan Adjetey
nor Elbert Walton as to the date and time that they could meet with the Minister of
Finance, and, in fact, no such meeting ever occurred despite the representations of
Mr. Adjirackor that such a meeting was being scheduled, and the fact that TJGEM
submitted its work-product to Mr. Adjirackor for the Minister to review in reliance
on his representation that he needed said work-product in preparation for any
meeting with the Minister of Finance.
147. After arrival in St Louis, Walton and Weaver convened a meeting of
various St Louis based project and construction managers, architects, engineers
and contractors and advised them of the impending meeting with the Minister of
Finance and their expectation that the sewer project contract would be signed by
the Minister, the Ex-Im Bank would finance the project and thus that TJGEM
would thereafter, with Kwame as project or construction manager, complete the
project.
148. Walton and Weaver advised the companies in attendance at the
meeting that they would be retained to work on the project and that they should be
prepared to make an investment of working capital pending receipt of progress
payments from the Republic of Ghana.
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149. Walton and Weaver also contacted insurance brokers, financiers and
other professionals that they would need to employ to complete the project.
150. On Friday, March 9, 2012, TJGEM principals received notification
that at a dinner in Washington, DC, on March 8, 2012, with various US business
persons, the Minister of Finance, with the Mayor present, had, on recommendation
of the Mayor, signed a memorandum of understanding with Conti Construction Co,
Inc., a U S Company, on a sewer or water drainage project for the city of Accra in
the sum of $595,000,000.
151. Furthermore, TJGEM was advised that US Export-Import Bank would
finance said project between Conti and Ghana by giving a loan to the Republic of
Ghana in the sum of $595,000,000.
152. On information and belief, the President of Ghana, who appointed
both the Minister of Finance and the Mayor to office, and who had the power to
remove them from office, never indicated any variance from or disapproval of the
Mayor’s actions, nor did he investigate, monitor, and supervise the Mayor’s
actions in order to prevent and assure that the Mayor was not engaged in
misrepresentations, misappropriations, and corrupt practices.
153. It is highly unlikely that, within the short time frame between Conti
being apprised of the project and the execution of said memorandum of
understanding, that the Republic of Ghana and Conti could have independently and
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without guidance from TJGEM’s sewer project work product, entered into said
memorandum of understanding as to the cost or price and the scope of the project.
154. Further the misrepresentations of Mr. Abidrackor that the Minister of
Finance was in need of TJGEM’s work product and would meet with TJGEM’s
representative during his visit to Washington, DC is evidence of consent,
agreement and conspiracy to aid to the Mayor to solicit bribes and seek to extort
payment of bribes for his support of the sewer project and to fraudulent
misappropriate TJGEM’s valuable sewer project proprietary work product,
business plan and model to the economic detriment of TJGEM and the economic
benefit of the Republic of Ghana.
V. CLAIMS UPON WHICH RELIEF MAY BE GRANTED
COUNT I - Misappropriation of Proprietary Work Product
155. TJGEM, its members and consultants invested considerable,
significant and substantial time and money in the creation of intellectual property,
i.e., said proprietary work product, business plan and business model, for the
construction or reconstruction of the sewer system in the Accra Metropolitan
District in order to alleviate flooding from an overflow of the sewer system from
rain storm water occurring during the rainy season and to save lives and property
as well as to eliminate disease and pestilence born by the open trench sewer system
existing in Accra.
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156. TJGEM had the exclusive right as the owner of said intellectual
property to benefit from the property it created, which right then provided the
financial incentive for TJGEM to invest in the creation of said intellectual
property.
157. TJGEM was induced to confidentially communicate, provide and
share its know how, proprietary work product, business plan, business model,
contractual terms, summaries, plans, and intellectual property to the Mayor and
Commercial Minister by the Mayor’s misrepresentation that TJGEM would be
awarded the sewer project contract based on the TJGEM’s developing, providing
and sharing same with the Mayor.
158. TJGEM confidentially or closely held said intellectual property,
information, proprietary work product, business plan and model, contract, design,
procedures and methods to finance and construct said sewer system, and only
disclosed same to the Mayor and Commercial Minister pursuant to their
misrepresentations that TJGEM was going to be awarded said sewer project
contract.
159. TJGEM together with accumulated skills and experience in the hands
of TJGEM’s professional personnel which assisted TJGEM of the object product in
its manufacture and use and bring to it a competitive advantage.
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160. TJGEM’s professionals and consultants produced said intellectual
property by assembling a team of legal, financial, technical, management and
marketing professionals with expert knowledge and skills which enabled them to
produce said proprietary work product, business plan and model for the financing
and construction of said sewer system.
161. The Mayor, Minister of Finance, Commercial Officer, Republic of
Ghana, and AMA did not determine or conclude that the flooding within the Accra
Metropolitan District should be addressed by reconstruction and improvement of
the sewer system but instead had exclusively sought to control the loss of lives
from the flooding by removing residents of Accra from the flood plains and
preventing individuals from taking up residence in flood plains.
162. It was the exclusive intellectual idea of TJGEM’s consultants and
professionals of the need to repair, improve and reconstruct the open trench sewer
system, as presented to the Mayor of Accra, which led the Republic of Ghana to
conclude and agree to enter into an agreement to repair, improve and reconstruct
the sewer system of Accra.
163. Moreover, it was the exclusive proposal, intellectual property,
proprietary work product, business plan and model formulated by TJGEM for the
financing, construction, operation, maintenance, use, and application of the sewer
system in Accra that was confidentially presented by TJGEM to the Mayor of
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Accra that the Republic of Ghana relied on in executing said memorandum of
understanding with Conti.
164. TJGEM has and had exclusive common law rights to its intellectual
property, proprietary work product, business plan and model for said sewer project
that was confidentially disclosed to the Mayor and Ministers or the Republic of
Ghana and AMA.
165. Said exclusive rights allowed TJGEM as owner of said intellectual
property to economically benefit from the property TJGEM created, providing a
financial incentive for the creation of an investment in said intellectual property
166. Plaintiffs entered this project with good faith, while Defendants
entered it not only with "a priori" bad faith, but with "a priori" design of fraud,
misrepresentations and design to misappropriate plaintiff’s valuable proprietary
work product, business plan and sewer redevelopment model in that such design of
fraud, misrepresentations and misappropriation are Defendants' "way of doing
business".
167. Said ‘way of doing business” has been the subject of previous claims
being filed against the Republic of Ghana and its ministerial officers and public
officials for fraud, misrepresentations, misappropriation of work product, and
breach of the covenant of good faith and fair dealing.
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168. The Mayor, in concert with the Minister of Finance and Commercial
Officer, failed to deal with TJGEM in good faith and fairly.
169. The Mayor never intended for a contract to be entered into between
TJGEM and the AMA and made said fraudulent misrepresentations with the
express purpose to defraud TJGEM out of its valuable proprietary work product,
business plan and sewer redevelopment model.
170. No contract between TJGEM and the AMA on said sewer project was
ever adopted by the AMA, in that the Mayor’s representations to TJGEM were but
fraudulent misrepresentations of the authority of the Mayor and the power of the
AMA to contract both for the construction project as well as to finance the project
in that neither the Mayor nor the AMA had any power to enter into such a contract
nor fund same under Ghana law.
171. The Mayor knew or should have known that the AMA did not have
power under the constitution and laws of the Republic of Ghana to enter into said
sewer project contract nor to borrow funds to finance said project.
172. TJGEM relied to its economic detriment upon the Mayor’s
representations that the AMA had the power to contract and to borrow funds, in
that based on said representations TJGEM expended time and funds to produce
valuable proprietary work product, business plan and sewer redevelopment model
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and to secure preliminary commitments from various professionals to provide the
requisite services to completion of the sewer project.
173. That TJGEM’s reputation was damaged in that TJGEM had entered
into good faith discussions with various professionals and entities to be employed
by TJGEM to provide the requisite architectural, engineering, construction,
management, financial, and other services associated with the sewer project, and
had induced said professionals and entities to invest time and funds and to provide
TJGEM valuable proprietary work product, business plan and sewer
redevelopment model that TJGEM then incorporated into the work product that
was submitted to the Mayor as to the sewer project.
174. Said professionals and entities in reliance on TJGEM’s
representations as to the intentions of the Mayor and the Republic of Ghana to
enter into said sewer project contract had advanced, invested and expended funds
and time as well to assist TJGEM in producing the sewer project work product
with the expectation that they would ultimately be employed by TJGEM as
subcontractors on the project and thus recoup their investment in the project.
175. Upon discovering that the Minister of Finance had signed a
memorandum of understanding with Conti to complete TJGEM’s proposed sewer
project for the city of Accra, the TJGEM principals were shocked, bewildered and
felt betrayed and defrauded by Mayor Vanderpuije and Minister/Commercial
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Officer Adjirackor out of their time, money and sewer reconstruction project work-
product.
176. There had been no indication to TJGEM from neither the Mayor nor
Mr. Adjirackor that the Mayor and/or the Minister of Finance were negotiating
with another US company for the Accra sewer contract.
177. There had been no indication to TJGEM that the Minister of Finance
intended to sign a memorandum of understanding with Conti, for the completion of
said sewer project, when he came to the USA, instead TJGEM was lead to believe
that the Minister of Finance would meet and confer with TJGEM to discuss the
sewer project.
178. Mr. Adjirackor had induced TJGEM to provide to him TJGEM’s
valuable, confidential and privileged work-product solely by misrepresenting to
TJGEM that the Minister required said work-product in order for the Minister to
discuss the project with TJGEM’s team they met with the Minister in Washington,
D.C.
179. Moreover, Mr. Adjirackor’s misrepresentation occurred just one week
prior to the Minister signing said memorandum of understanding.
180. Mr. Adjirackor’s misrepresentation was but a continuing
misrepresentation of the intentions of Ghanaian public officials initiated by Mayor
Vanderpuije when the Mayor fraudulently induced TJGEM to expend time and
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money producing valuable sewer project work product by representing to TJGEM
that the Mayor and the AMA had the authority and power to enter into the sewer
project contract and could secure the financing requisite to the project.
181. The Mayor and Adjirackor’s misrepresentations were made in order to
fraudulently induce TJGEM to expend valuable time and money in producing a
work product on the sewer project, to deliver said valuable proprietary work
product, business plan and sewer redevelopment model to the Mayor and the
Republic of Ghana, so that the Mayor and the Republic of Ghana might
misappropriate said confidential, privileged and valuable proprietary work product,
business plan and sewer redevelopment model to their own use and economic
benefit and to the economic detriment of TJGEM.
182. Moreover, the Mayor and the Republic of Ghana did so
misappropriate said confidential, privileged and valuable proprietary work product,
business plan and sewer redevelopment model to their own use and economic
benefit and to the economic detriment of TJGEM when it incorporated TJGEM’s
work product in said memorandum of understanding with Conti.
183. The Mayor and Minister of Finance relied on, used and
misappropriated Plaintiff’s work product, that had been presented to the Mayor, in
reaching an understanding with Conti as to the scope and cost of the sewer project.
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184. Thus the scope and cost of the sewer project incorporated in the
memorandum of understanding between Conti and the Republic of Ghana was
misappropriated from TJGEM’s sewer project work product.
185. The memorandum of understanding expropriates the work product of
TJGEM including the project details and summary, as well as the cost of the
project.
186. The memorandum calls for an expenditure on the project in
approximately the same sum or amount set forth in the TJGEM proposal and thus
the Conti-Ghana sewer project is one and the same as the sewer project first
proposed by TJGEM to the Mayor of Accra in March, 2011 and in December,
2011 and thereafter in February, 2012 to both the Mayor, the Minister of Finance
and the Commercial Officer.
187. Mayor of Accra, Alfred Vanderpuije, failed to deal with TJGEM in
good faith and fairly, and that he willfully, intentionally, purposefully, and with
malice aforethought, made fraudulent misrepresentations to TJGEM in order to
induce TJGEM to expend thousand of hours of time and funds to create or produce
valuable, confidential and privileged work-products and to defraud TJGEM out of
its valuable, confidential and privileged work-products, including, but not limited
to: the project summary, accounting and financial analysis, legal services,
management consulting services, architectural and engineering services, loan
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analysis and letter of interest, contracts, ordinances and resolutions, or documents
that TJGEM prepared and presented to him in support of TJGEM’s proposal to
reconstruct the sewer system in the city of Accra to drain the storm and rain water
in order to avoid, control, prevent and/or minimizing flooding in the city of Accra.
188. TJGEM relied on the Mayor's malicious and fraudulent
misrepresentations that he would recommend to the Minister of Finance that he
enter into a contract with TJGEM on the sewer project to TJGEM’S financial and
economic detriment.
189. Moreover, not only was TJGEM not awarded the sewer contract, but
TJGEM was fraudulently induced not to pursue other economic opportunities in
Ghana by Mayor Vanderpuije’s inducing TJGEM not to pursue other infrastructure
development projects by representing that TJGEM would be awarded the sewer
project contract.
190. TJGEM detrimentally relied upon the Mayor’s misrepresentations that
TJGEM was going to awarded said sewer project contract when it abandoned the
pursuit of other economic opportunities in Ghana and expended time and money to
produce valuable sewer project work-products that were misappropriated by the
Mayor to the economic benefit of Ghana and to the economic detriment of
TJGEM.
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191. The Republic of Ghana was enabled both to save time and to avoid
expenditures of money in the investigation, exploration, and preparation of sewer
project work product by expropriating TJGEM’s valuable sewer project work
product and using same in entering into said memorandum of understanding with
Conti.
192. TJGEM spent over a year working on said sewer project; while, Conti
spent less than a month on the project; thus, it is reasonable to infer that neither
Conti nor the Minister of Finance could have conducted the necessary engineering,
financial, management and legal studies pre-requisite to determining that the cost
of such a project would total $595 million dollars, except by misappropriating
TJGEM’s valuable sewer project work product.
193. The fact that the amount of funds set forth in the memorandum of
understanding between Conti and the Republic of Ghana is approximately the cost
fixed by TJGEM for the project, gives evidence and leads to a reasonable inference
that TJGEM’S valuable work-product was willfully, intentionally, purposefully,
and with malice aforethought, fraudulently expropriated by the Mayor and the
Republic of Ghana as well as Conti from TJGEM and used by the Mayor and the
government of Ghana to enter into said memorandum of understanding with Conti.
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194. Said expropriation of TJGEM’s valuable proprietary work product,
business plan and sewer redevelopment model was done without just compensation
for the effort expended by TJGEM in producing said work product.
195. That, within but one week prior to the Minister of Finance signing a
memorandum of understanding with Conti, Mr. Adjirackor, the commercial officer
in the Ghanaian Embassy in Washington, DC, would both (a) represent to TJGEM
that the Minister of Finance was going to meet with TJGEM’s representatives
while he was in Washington and discuss the sewer project contract, and (b) induce
TJGEM to forward to him TJGEM’s work-product, is evidence of and leads to a
reasonable inference of a continued malicious and conspiratorial effort on the part
of the Mayor and other Ghanaian officials to willfully, intentionally, purposefully,
and with malice aforethought, fraudulently expropriate and unjustly enrich the
Mayor and the government of Ghana with TJGEM’s valuable work-product.
196. That as a direct and proximate result of the defendants’
misappropriation of TJGEM’s valuable sewer project work product, the Plaintiff
was damaged.
197. The Mayor, corruptly and without good faith or fairness, and the
Minister/Commercial Officer and the Minister of Finance entered into a conspiracy
to defraud plaintiff of its valuable sewer project work product as more specifically
set forth herein above.
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198. Said fraudulent misappropriation of TJGEM’s valuable sewer project
work product was done willfully, intentionally, purposefully, recklessly,
oppressively, with malice aforethought, and with a conscious disregard for the
rights of TJGEM to dealt with fairly and in good faith and to exclusive use of its
valuable sewer project work-product to its economic benefit.
199. In that the Mayor, Minister of Finance and Minister/Commercial
Officer are appointees of the President of Ghana, and thus Ghanaian public
officials, the corrupt, deliberate, willful, intentional, purposeful and malicious
actions of Mayor Vanderpuije, with lack of good faith and fairness, in concert with
Mr. Adjirackor, the Commercial/Minister in the Ghana Embassy in Washington,
DC, and in conspiracy with the Minister of Finance, to expropriate valuable,
privileged and confidential work-product of TJGEM to the economic benefit of the
Republic of Ghana and to the financial detriment of TJGEM, makes the Republic
of Ghana and the Accra Metropolitan Assembly vicariously liable for the malicious
fraudulent misrepresentations and malicious fraudulent use of TJGEM’s work-
product by the Minister of Finance in determining the terms of said a memorandum
of understanding with Conti.
200. TJGEM’s work product served as the foundation upon which the
Export-Import Bank issued a Letter of Interest for the financing of said sewer
project.
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201. The Mayor, Minister/Commercial Officer and Minister of Finance
misappropriated TJGEM’s work product to support an application for financing of
said project under said memorandum of understanding between Conti and Ghana
from the US Export Import Bank.
202. Plaintiff was fraudulently induced by Defendant Vanderpuije to
expend valuable time and funds to produce a valuable proprietary work product,
business plan and sewer redevelopment model for the repair and improvement of
the storm water sewer system in the city of Accra, Ghana in order to alleviate
flooding from an overflow of storm water within the city of Accra, and to deliver
said valuable proprietary work product, business plan and sewer redevelopment
model to his personal possession, custody and control with the expectation of
economic benefits to TJGEM, LLC and its members and principals as well as to
U.S. businesses and employees as exporters of goods and services in the
completion of said sewer project.
203. Plaintiff was fraudulently induced by Defendant Adjirackor to deliver
said valuable sewer project work product to his personal possession, custody and
control with the expectation of economic benefits to TJGEM, LLC and its
members and principals as well as to U.S. businesses and employees as exporters
of goods and services in the completion of said sewer project.
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204. Defendants’ fraudulently expropriated Plaintiff’s valuable sewer
project work product to their own use and economic benefit and to the economic
detriment of the Plaintiff.
205. Defendants fraudulently disclosed confidential, privileged and
valuable sewer project work product with a competitor of Plaintiff without
Plaintiffs' knowledge or consent to Defendant’s economic benefit and to Plaintiff’s
economic detriment.
206. Plaintiffs were fraudulently induced to produce and deliver to
defendants valuable proprietary work product, business plan and sewer
redevelopment model related to the sewer project to their economic detriment by
Defendants representing that they would cause a contract for said sewer project to
be executed between the Plaintiffs and the Accra Metropolitan Assembly and
between the Plaintiffs and the Republic of Ghana.
207. Defendant Vanderpuije fraudulently induced Plaintiff and its members
and principals to expend time and funds on said sewer project contract,
continuously between February, 2011 and March, 2012, for no ascertainable
reasons, other than in an attempt to extort bribery and/or kickback payments out of
TJGEM and its principles and to expropriate TJGEM’s valuable sewer project
work product to the economic benefit of defendants and the economic detriment of
plaintiff.
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208. Defendants' misrepresentations were acts of deliberate and calculated
fraud.
209. Defendants’ actions constitute a conspiracy to defraud plaintiff out of
its sewer project work product.
210. Defendants made said fraudulent misrepresentations in order to induce
Plaintiff’s to expend time and funds in producing valuable sewer project work
product to defendants economic benefit and to plaintiff’s economic detriment.
211. Defendants actions constitute a misappropriation of plaintiff’s sewer
project work product in that defendants appropriated to their own use and
economic benefit a material portion of the Plaintiff’s sewer project work product
from Plaintiff to Defendants use, with special advantage to defendants because of
the fact that defendants were not burdened with any part of the expense of
producing the sewer project work product and by their misappropriation thereof,
defendants were able to reap the economic benefits of said work product to the
detriment of plaintiff.
212. That as a direct and approximate result of the misappropriation of
TJGEM’s valuable proprietary work product, business plan and sewer
redevelopment model, and selection of Conti as the developer on the sewer project
proposed by TJGEM, TJGEM has lost Developer fees in the sum of $93,750,000,
loan finder fees of $11,758,750.00, and out of pocket expenditures and value of
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professional services in a sum yet to be fully determined but estimated at
approximately $300,000.00.
213. Based on the foregoing TJGEM seeks compensatory damages in the
sum of $105,808,750.00 and punitive damages in the sum of $300,000.000.00 for
an aggregate of $405,808,750.00.
COUNT II – Tortious Interference With Business Relationship
214. Conti intentionally and purposefully tortiously interfered with
prospective business relations, expectations, or advantage or with prospective
economic advantage of TJGEM with the Republic of Ghana as set forth above and
herein below.
215. Conti intentionally tortiously interfered with the business relationship
between TJGEM and the Republic of Ghana by engaging in acts or conduct to
prevent TJGEM from (a) maintaining the business relationship that it had
informally established with the Republic of Ghana in reference to the sewer project
and (b) successfully establishing a formal business relationship by TJGEM and the
Republic of Ghana entering into a contract for TJGEM to repair and reconstruct the
sewer system in the Accra Metropolitan District.
216. Conti intentionally caused the Republic of Ghana not to enter into a
formal business relationship and contract with TJGEM for the storm water
flooding alleviation project by misappropriating TJGEM’s proprietary work
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product, business plan and model for the financing and reconstruction of the sewer
system of Accra.
217. That had Conti not so misappropriated TJGEM’s proprietary work
product, business plan and model and thereby interfered in the business
relationship between TJGEM and the Republic of Ghana, TJGEM and Ghana
would have established a formal business relationship by entering into a contract in
which TJGEM would have served as the developer on a sewer project to alleviate
flooding from storm water.
218. At all times material hereto, there did exist an informal beneficial
business relationship between Ghana and TJGEM under which TJGEM developed,
prepared and presented to the AMA and the Republic of Ghana valuable
proprietary work product, a business plan and model for the construction or
reconstruction of the sewer system in the Accra Metropolitan District to alleviate
flooding from storm water..
219. Conti knew or should have known that TJGEM and Ghana had
developed an informal business relationship by which TJGEM had developed,
prepared and presented to the AMA and the Republic of Ghana valuable
proprietary work product, a business plan and model for the construction or
reconstruction of the sewer system in the Accra Metropolitan District to alleviate
flooding from storm water.
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220. Conti conspired with the Republic of Ghana, the Minister of Finance,
and the Mayor of Accra to misappropriate and did so misappropriate TJGEM’s
proprietary work product, business plan and model for the construction or
reconstruction of the sewer system in the Accra Metropolitan District in order to
induce Ghana to enter into a contract with Conti instead of with TJGEM for the
construction or reconstruction of the sewer system in Accra.
221. Conti unfairly, improperly, willfully, purposefully and intentionally
induced the Republic of Ghana to breach TJGEM and Ghana’s business
relationship and to enter into a memorandum of understanding with Conti which
memorandum employed, used or misappropriated TJGEM’s valuable proprietary
work product, business plan and model, for the construction or reconstruction of
the sewer system in the Accra Metropolitan District, in order to determine the
terms, financing, and cost to construct or reconstruct the sewer system in Accra,
and which enabled or induced Ghana to enter into a contract with Conti on said
sewer project instead of Ghana entering into said contract with TJGEM to the
economic detriment of TJGEM and the economic advantage of Conti.
222. Conti lacked any privilege to induce such a breach.
223. Conti engaged in said conduct recklessly and with conscious disregard
for the rights of TJGEM to maintain its business relationship with Ghana, and to
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exclusively retain and employ its valuable proprietary work product, business plan
and model to TJGEM’s economic advantage.
224. That as a direct and proximate result of Conti’s tortious interference
with TJGEM’s business relationship with the Republic of Ghana, the Republic of
Ghana misappropriated TJGEM’s valuable proprietary work product, business plan
and model for reconstruction and repair of Accra’s sewer system and failed or
refused to enter into a contract with TJGEM as the developer to construct or
reconstruct the sewer system in Accra but instead entered into such a contract with
Conti.
225. That as a direct and proximate cause of said tortious interference with
TJGEM’s business relationship with the Republic of Ghana, TJGEM was damaged
in that TJGEM lost Developer fees in the sum of $93,750,000, loan finder fees of
$11,758,750.00, and out of pocket expenditures and value of professional services
in a sum yet to be fully determined but estimated at approximately $300,000.00.
226. Based on the foregoing TJGEM seeks compensatory damages in the
sum of $105,808,750.00 and punitive damages in the sum of $300,000.000.00 for
an aggregate of $405,808,750.00.
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COUNT III- RICO & HOBBS Violations
227. This is a case of fraud, conspiracy to defraud, misappropriation, bad
faith, and an underlying pattern of racketeering and corrupt practices outlawed by
federal statutes.
228. As more specifically set forth herein below, Defendants' knowingly,
intentionally, willfully, purposefully, maliciously acted, used, and employed
deception, fraud, false pretense, false promises, misrepresentation, unfair practice,
racketeering, corrupt practice, and the concealment, suppression, and omission of
material facts in order to induce Plaintiff to produce valuable proprietary work
product, business plan and sewer redevelopment model as to the Accra Storm
water Flooding Alleviation Sewer Project, and to fraudulently expropriate
TJGEM’s valuable proprietary work product, business plan and sewer
redevelopment model to their own use and economic benefit and to the economic
detriment of plaintiff, and moreover in an attempt to extort bribes and kickbacks
out of Plaintiff and its principals in exchange for Plaintiff to be awarded a contract
to repair and improve the sewer system in the Accra Metropolitan District.
229. Plaintiffs entered this project with good faith, while Defendants
entered it not only with "a priori" bad faith, but with "a priori" design of fraud and
design of extortion in that such design of fraud and extortion are Defendants' "way
of doing business".
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230. Plaintiffs plead not simply on the issue of non-performance, but rather
on the issue of the pattern of actions, motives and intent of non-performance, all of
which extends into the area of fraud and misrepresentation.
231. Plaintiffs allege that underlying the misrepresentations and deceit was
a motive and pattern of extortion, corrupt practices and racketeering activity, from
which Defendant Mayor and those with whom he has acted in concert derives great
financial benefit.
232. The Mayor’s violations of RICO, Hobbs and FCPA in a pattern of
racketeering activity and corrupt practices could not have been applied with such
immunity, and systematic consistency to Plaintiffs and others doing business with
the city of Accra and the Republic of Ghana, except that Defendants have these
systems and patterns of racketeering activities and corrupt practices internally
institutionalized in such a way that this is their "pattern of doing business".
233. The allegations set forth herein state claims for Defendants conspiracy
to violate and violations of:
a. 18 USC § 1961-1968a (RICO)
b. 18 USC § 1951 (Hobbs Act),
c. 15 U.S.C. §§ 78dd-1, et seq. (FCPA)
234. The US Foreign Corrupt Practices Act of 1977, as amended, 15
U.S.C. §§ 78dd-1, et seq. ("FCPA"), prohibits bribery, kickbacks and corruption in
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international business dealings between US companies and/or US individuals and
foreign officials.
235. This is a matter which devolves upon the interference by Defendant
Vanderpuije in legitimate interstate and international commerce through his
general pattern of fraudulent, corrupt and racketeering activities and practices.
236. In order to conform to FRCP Rule 8, this complaint contains
statements of predicate acts that are required under RICO and Hobbs.
237. Plaintiffs allege that the "predicate acts" of under both RICO and
Hobbs, do establish a pattern of racketeering, and extortion, by Defendant
Vanderpuije in the course and scope of his duties as a public official of Ghana
under the tacit agreement of the Defendants which constitute a criminal enterprise.
238. The Mayor of Accra, as a citizen of the USA, comes within the
provisions of the FCPA and is liable for soliciting bribes and kickbacks or placing
as a condition to TJGEM entering into said sewer project the payment of bribes
and kickbacks to Ghanaian public officials.
239. Ghanaian public officials have a reputation for bribery, kickbacks,
scams, and corruption of public officials.
240. The Mayor of Accra has engaged in a pattern of racketeering and
public corruption and criminal enterprise as a public official both in the US and in
Ghana.
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241. A "Pattern of Racketeering activity" is defined to be a pattern that has
both continuity and relationship.
242. This pattern began in the USA on or about July, 2000 through
January, 2005 with Defendant Mayor’s multiple acts of misappropriation of public
funds or diversion of such funds to his own personal use while employed as the
principal of a school in South Carolina as set forth herein above.
243. The Mayor has a recorded and public history of misuse of public
funds in the US in that while a principal at the W.A. Perry Middle School, in
Richland County, South Carolina, he was charged with misuse of $4,460.00 of
school funds -- a charge which resulted in his resignation from his employment,
required him to pay restitution to the school district, caused the South Carolina
Board of Education to suspend his license as an educator in the State of South
Carolina, as well as resulting in his being prosecuted for a crime.
244. Moreover, Mayor Vanderpuije did not contest neither the civil
suspension of his license nor the criminal prosecution for misuse of public funds
with a plea of not guilty to the respective charges, but instead he confessed to his
misuse of public funds, which resulted in his license as an educator in South
Carolina being temporarily suspended.
245. Furthermore he both (a) escaped criminal conviction and (b) was
enabled to have his educator’s license reinstated, only by completing the South
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Carolina Criminal Pretrial Intervention Program by which a first time criminal
offender, though guilty of a charge, can both avoid conviction of the crime and
receive a complete expungement of the record of arrest and criminal prosecution
by successfully completing a pretrial probation program under the court’s
supervision.
246. This pattern continued in the Republic of Ghana immediately upon the
Defendant being appointed Mayor of Accra wherein he corruptly submitted a
requisition, voucher, invoice, bill or expense reimbursement request to the AMA or
government of Ghana for travel to the USA at government expense by representing
that he would be meeting with Mayors of various US cities to officially discuss
partnering with them for the benefit of Accra.
247. Said representation was false and fraudulent in that the trip was
actually to attend the graduation of his daughter and the Mayor’s representation
that he was traveling on government business to meet with US Mayors was
fraudulent and made in order to fraudulently induce the government of Ghana or
AMA to pay for said travel at public expense.
248. Said trip was not for public business warranting public financing, but
instead was for personal business and moreover was not only taken without the
permission of his sector Minister, at a time in which he was scheduled to attend a
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mandatory orientation program in Accra for district and municipal chief
executives, but over the specific disapproval of said sector Minister.
249. This pattern thereafter evolved into extortion and the solicitation of
bribes and kickbacks from those members of the public who must petition him as
Mayor to grant a service, permit, privilege or assistance from the city of Accra as
well as from the Republic of Ghana.
250. The Mayor, in pursuit of his racketeering and criminal enterprises of
extorting and soliciting bribes and kickbacks from persons doing business with the
city of Accra, did regularly schedule private meetings in the middle of a busy and
noisy Kwame Circle where his conversations could not be overheard nor recorded,
with individuals having official business with the city of Accra and over which he
had authority and the power to grant or deny said individuals petitions.
251. Said meetings were scheduled in Kwame Circle solely for the purpose
of assuring that the Mayor could solicit bribes and kickbacks and seek to extort
monies from persons doing business with the city of Accra without being
overheard, recorded, discovered or exposed, or to assure that there would be no
third party witnesses to his corrupt practices.
252. The Mayor setting up a meeting with TJGEM’s representatives in
Kwame Circle, and asserting to TJGEM’s representatives that bribes and kickbacks
must be paid to public officials in Ghana to secure contracts was done in
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furtherance of his criminal enterprise, racketeering and corrupt practices to solicit
and extort bribes and kickbacks as a public official of Ghana in violation of the
FCPA.
253. TJGEM’s representatives were totally non-receptive and non-
responsive to the Mayor’s corrupt practices and solicitations and refused to neither
entertain nor accede to same but instead rejected said corrupt practices.
254. The selection of a company whose price for reconstruction of the
sewer project is some $10,000,000 in excess of the price fixed by TJGEM leads to
a reasonable inference that the Mayor inflated the price of the sewer project in
order to receive said $10,000,000 as a bribe and kickback in the awarding of the
sewer project contract to his own use and benefit and to the use and benefit of
other Ghanaian public officials with whom he is acting in concert in said criminal
enterprise.
255. Moreover in violation of FCPA the pattern includes defendant Mayor
both as a foreign official and a citizen of the USA, attempted extortion and
solicitation of bribes and kickbacks from Plaintiff and/or its principals in order for
plaintiff to be awarded contracts and to do business in the Republic of Ghana.
256. Said racketeering and corrupt practices of Mayor Vanderpuije, with
the tacit agreement and sanction of defendants, continue to this moment, and there
is certainly a threat that such activity will continue into the future.
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257. Continuation of this pattern by Defendant Vanderpuije, with tacit
agreement and sanction of defendants, is also a continuation of damages to
Plaintiffs.
258. Plaintiffs further allege that this pattern contains a sequence of events,
over years, that all have the same and common purpose, and that that purpose is
one of egregiously deliberate, calculated and malicious, fraud and extortion which
is a "pattern of racketeering activity".
259. The particular complaints of RICO and Hobbs violations, i.e.,
instances of predicate, and explicitly prohibited acts as documented assertions, are
as follows:
a. FRAUD:
(1.) The Mayor’s malicious, reckless and unwarranted misrepresentations
that he and the AMA had the power to enter into the subject sewer project
contracts, that the AMA had financing commitments from a US bank for the sewer
project, that to the extent that the Republic of Ghana was required to enter into the
sewer project contract, that he would recommend to the Minister of Finance that
the Minister execute the sewer project contract between the Republic of Ghana and
TJGEM.
(2.) The misrepresentations of the Mayor was due to the persistent pattern
of racketeering activities and corrupt practices as set forth herein above and
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produced permanent economic injuries from the Mayor’s misappropriation of
TJGEM’s sewer project work product.
(3.) The Mayor made said representations in order to place himself in a
position to solicit bribes and kickbacks from Plaintiff.
b. CONSPIRACY TO DEFRAUD:
The Defendant Mayor, Minister of Finance and Commercial Officer as
agents for the Defendants Republic of Ghana and Accra Metropolitan Assembly,
all acted in agreement and concordance, in the misrepresentations made by the
Mayor in order to fraudulently induce TJGEM to expend time and funds in
producing valuable proprietary work product, business plan and sewer
redevelopment model and in order to misappropriate TJGEM’s valuable
proprietary work product, business plan and sewer redevelopment model to
defendants own use and economic benefit without just compensation and in order
to facilitate the Mayor’s solicitation and attempt to secure of bribes and kickbacks
from Plaintiff in the awarding of said sewer project contract.
c. EXTORTION:
(1.) The Mayor regularly holding meetings with persons doing business
with the Accra Metropolitan District in Kwame Circle was done in order to avoid
being overheard and to prevent third party witnesses from reporting his corrupt
practices, including extortion and solicitation of bribes and kickbacks from persons
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seeking to do business with the city of Accra or in need of services, permits or
privileges meted out by the Mayor or under his direct discretionary authority,
control and decision.
(1.) The Mayor used said meeting in the Kwame Circle with TJGEM’s
representatives to solicit bribes and kickbacks in furtherance of his corrupt
practices, conspiracy to defraud, violation of RICO and Hobbs and FCPA.
d. WIRE FRAUD:
The telephone and internet were used as instruments of the initial fraud,
conspiracy to commit fraud, and in the continuation of this fraud, racketeering and
corrupt practices.
e. MAIL FRAUD:
The mails were used as instruments in furtherance of the defendant’s fraud,
conspiracy to commit fraud, and in the continuation of this fraud, racketeering and
corrupt practices in that TJGEM’s application for a Letter of Interest was
submitted to the Export Import Bank of the US through the US mails.
260. The whole of the Mayor’s racketeering and corrupt practices and
enterprise necessarily extends to Republic of Ghana and the Accra Metropolitan
Assembly and thus Plaintiff has joined said foreign government and said political
subdivision as Defendants in this action to answer vicariously for the actions of the
Mayor.
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COUNT IV- Fraud
261. The Mayor’s malicious, reckless and unwarranted misrepresentations
that he and the AMA had the power to enter into the subject sewer project
contracts, that the AMA had financing commitments from a US bank for the sewer
project, that to the extent that the Republic of Ghana was required to enter into the
sewer project contract, that he would recommend to the Minister of Finance that
the Minister execute the sewer project contract between the Republic of Ghana and
TJGEM.
262. The misrepresentations of the Mayor was due to the persistent pattern
of his breach of the duty of good faith and fair dealing and corrupt practices as set
forth herein above and produced permanent economic injuries from the Mayor’s
misappropriation of TJGEM’s sewer project work product.
263. The Mayor made said representations in order to place himself in a
position to misappropriate valuable proprietary work product, business plan and
sewer redevelopment model from Plaintiff and to solicit bribes and kickbacks from
plaintiff.
COUNT V – Conspiracy to Defraud
264. The Defendant Mayor, Minister of Finance and Commercial Officer
as agents for the Defendants Republic of Ghana and Accra Metropolitan
Assembly, all acted in agreement and concordance, in the misrepresentations made
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by the Mayor in order to fraudulently induce TJGEM to expend time and funds in
producing valuable proprietary work product, business plan and sewer
redevelopment model and in order to misappropriate TJGEM’s valuable
proprietary work product, business plan and sewer redevelopment model to
defendants own use and economic benefit without just compensation and in order
to facilitate the Mayor’s solicitation and attempt to secure of bribes and kickbacks
from Plaintiff in the awarding of said sewer project contract.
COUNT VI - Extortion
265. The Mayor regularly holding meetings with persons doing business
with the Accra Metropolitan District in Kwame Circle was done in order to avoid
being overheard and to prevent third party witnesses from reporting his corrupt
practices, including extortion and solicitation of bribes and kickbacks from persons
seeking to do business with the city of Accra or in need of services, permits or
privileges meted out by the Mayor or under his direct discretionary authority,
control and decision.
266. The Mayor used said meeting in the Kwame Circle with TJGEM’s
representatives to solicit bribes and kickbacks in furtherance of his corrupt
practices and conspiracy to defraud.
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COUNT VII – Wire Fraud
267. The telephone and internet were used as instruments of the initial
fraud, conspiracy to commit fraud, and in the continuation of this fraud and corrupt
practices.
COUNT VIII –Mail Fraud
268. The mails were used as instruments in furtherance of the defendant’s
fraud, conspiracy to commit fraud, and in the continuation of this fraud and corrupt
practices in that TJGEM’s application for a Letter of Interest was submitted to the
Export Import Bank of the US through the US mails.
VI. RELIEF SOUGHT
Plaintiffs aver that as a direct and proximate cause of said misappropriation,
tortious interference, RICO and HOBBS violations, fraud, conspiracy to defraud,
extortion, wire fraud and mail fraud, and the Defendant Mayor’s pattern of
racketeering activities and corrupt practices, in tacit agreement with all other
defendants, all of said foreign defendants’ conspiratorial fraudulent
misrepresentations and all of said defendant’s malicious misappropriation of
Plaintiff’s valuable sewer project work product, business plan and model for
redevelopment of infrastructure throughout Africa and the developing nations,
Plaintiffs have suffered, great, permanent and irreparable financial harm, loss of
economic opportunity and damages.
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1. Plaintiffs allege that the people and entities of the United States that
Plaintiff has named, but are not joined as parties plaintiff herein, and on behalf of
whom Plaintiff also complains, have also been personally and financially damaged
by defendant Mayor’s racketeering and corrupt practices, and all of the defendants’
fraud, conspiracy to defraud, misappropriation of valuable proprietary work
product, business plan and sewer redevelopment model, and misrepresentations.
2. Plaintiff seeks relief from continuing racketeering and extortion
activities, the prohibited acts of FCPA, RICO and Hobbs, under intervention
provided in 28 USC § 1367, that the court can give.
3. Plaintiff prays for Compensatory Relief in the form of
$105,808,750.00 for direct and proximately caused damages stemming from
Defendants' actions in misappropriating plaintiff’s work product.
4. Plaintiff prays for such compensatory damages, plus interest, as may
be verified and claimed by the persons and entities upon whose behalf Plaintiffs
also complain, by virtue of existing contractual agreements, in accordance with
FRCP Rule 71;
5. Plaintiff prays for Punitive damages in the sum of $300,000,000.00
for defendants malicious, reckless, racketeering, corrupt practices and oppressive
actions set forth herein above.
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6. Plaintiff prays for Plaintiffs' Costs in this litigation, and as well,
reasonable attorneys' fees.
7. And finally, Plaintiff prays for any further damages of whatever kind
that the Court may deem suitable, just or appropriate, to Plaintiffs, the Court, or
any persons or entities upon whose behalf the Plaintiffs also complain.
VII. JURY TRIAL DEMANDED
The Plaintiff demands a jury trial on all jury trial issues.
Respectfully submitted
Attorney for Plaintiff
MICHAEL LASLEY & ASSOCIATES By: /s/Michael Lasley
Michael Lasley District Court Bar # 223701
1629 K St NE Ste 300 Washington, DC 20006
Voice: 202-508-3690 Fax: 301-464-3796
Email: [email protected]
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