Aleut seeks rent

8/9/2019 Aleut seeks rent

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MEMORANDUM IN SUPPORT OF MOTION TO ESTABLISHCONDITIONS OF OCCUPANCY

Aleut Enterprise, LLC v. Adak Seafood, LLCCase No. 3:10-cv-00017-JWS

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Michael R. MillsMichael A. GrishamDORSEY & WHITNEY LLP1031 West Fourth Avenue, Suite 600Anchorage, AK 99501-5907

Telephone: (907) 276-4557Facsimile: (907) 276-4152

Attorneys for PlaintiffALEUT ENTERPRISE, LLC

UNITED STATES DISTRICT COURTFOR THE DISTRICT OF ALASKA

ALEUT ENTERPRISE, LLC, an Alaska

Limited Liability Company,Plaintiff,

vs.

ADAK SEAFOOD, LLC, a Delaware LimitedLiability Company,

Defendant,

and

INDEPENDENCE BANK, a Rhode IslandBanking Institution,

Intervenor,

vs.

ALEUTIAN SPRAY FISHERIES, INC., aWashington corporation; PACIFIC PELAGICGROUP, LLC, a Washington limited liability

company; JOHN YOUNG, an individual; andTRIDENT SEAFOODS CORPORATION, aWashington corporation,

Third-Party Defendants.

ALEUT ENTERPRISE, LLCS

MEMORANDUM IN SUPPORT OF

MOTION TO ESTABLISH

CONDITIONS OF OCCUPANCY

Case No. 3:10-cv-00017-JWS

Case 3:10-cv-00017-RRB Document 75 Filed 07/08/10 Page 1 of 17


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Aleut Enterprise, LLC, (Aleut) has moved this court for an order establishing

and enforcing the standards under which Adak Seafood, LLC (AS) may continue to

occupy Aleuts Adak Island fish processing plant, which is the subject of this action,

during the pendency of the litigation. Because AS continues to occupy the plant based on

its claim that a 2006 Lease is still in full force and effect, AS must either comply with the

terms of the Lease during the pendency of this action or be ordered to vacate the plant.

INTRODUCTION

Through this action, Aleut seeks, among other relief, to evict AS from the fish

processing plant owned by Aleut on Adak Island (the Premises). AS opposed Aleuts

motion for summary eviction based on the assertion that the Lease that forms the basis of

ASs claim of a right to occupy the Premises is still valid and in effect. Judge Sedwick

denied Aleuts motion without prejudice, determining that AS had potential factual and

legal defenses to Aleuts eviction claim that should be litigated in the normal course, and

that summary eviction prior to the litigation of those defenses would be premature.

The issues of security and the terms under which AS would be allowed to occupy

the Premises during the pendency of the litigation were not addressed by Judge

Sedwicks order. The Premises are undisputedly Aleuts property, and are exclusively

occupied by AS clearly there must be some terms under which AS maintains occupancy

of the Premises. AS cannot occupy the premises without cost. Aleut submits that as

the Lease represents the basis of ASs claim of a right to occupy the Premises during the

pendency of this litigation the law, fundamental equity, and basic common sense



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require that AS must at least comply with the terms of that Lease while the litigation is

pursued.

Yet, remarkably, AS has refused to comply with the Lease refusing even to pay

rent1 while at the same time continuing to occupy the Premises under a claim of right

based on the Lease. AS cannot be allowed to have its cake and eat it, too. If AS is going

to occupy Aleuts property pursuant to the claim that the Lease is valid, it must at least

continue to comply with the terms of that Lease. Through this motion, Aleut requests the

court to issue an order requiring AS to either comply with the terms of the Lease during

the pendency of this action, or alternatively to vacate the Premises.

FACTUAL AND PROCEDURAL BACKGROUND

The original lessee under the Lease, Adak Fisheries, LLC, (AF), was created in

2001 by Kejetil Solberg to carry out fish processing operations for Pacific cod on Adak

Island. Solberg partnered with various processing outfits, and by 2004 AF was owned

50% by Solberg and 50% by Aleutian Spray Fisheries (Aleutian Spray).2 Solberg

purchased ASFs 50% interest in AF in October of 2005, in exchange for $5 million to be

paid over time.3

1

AS has asserted an unproven offset right as the reason not to pay rent. It has proposeddepositing the rent payment into the Court registry. Until there is any damage provenagainst Aleut, there is no basis for AS to withhold payment of rent to Aleut.2 After ASF learned that Ben Stevens claimed a 25% stock option in AF, Solberg andASF became entangled in a very public lawsuit, which is not relevant to any issues raisedin the present matter.3Exhibit A - Debtors Application to Reject Aleut Lease, Case No. 09-00623, Docket34, at p 2.



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On January 1, 2006, Aleut and AF (then majority owned and controlled by

Solberg) entered into a lease agreement (the Lease) for a fish processing plant (the

Plant) located on Adak Island.4 The Lease provided for an initial term ending

December 31, 2009, with options to renew the Lease for five additional five-year terms.

To exercise the first option to renew, the Lease required AF to provide written notice to

Aleut at least 120 days before the expiration of the current term, by September 2, 2009.5

Very early into the new Lease arrangement, AF began to have difficulty meeting

its business obligations, including its obligations under the Lease, and was plagued by

accounting and management improprieties. AF ran up an unpaid electricity bill with the

City of Adak (which at that time was the certificated electrical utility on Adak Island) of

nearly $500,000.6 AF fell behind on its lease payments to Aleut, and failed to meet other

requirements of the Lease.7 During the height of the 2009 processing season, AF bought

significant amounts of diesel fuel on credit from Adak Petroleum, but defaulted on

payment.8 By the time of its bankruptcy, AF owed Adak Petroleum over $800,000 in

unpaid fuel bills.9 More troubling still are the allegations of self-dealing and fraud

leveled against Mr. Solberg during his tenure as manager of AF by the bankruptcy

trustee. The trustee has alleged that Mr. Solberg utilized company funds to pay for

4 Clerks Docket 56 - Lease attached as Exhibit 1 to Amended Complaint (Lease).5Lease at 4.6Exhibit B Correspondence from the City of Adak.7See Clerks Docket 56, Exhibit 3 Letter from Aleut to AF.8 Adak Petroleum is a subsidiary of Aleut Enterprise.9Exhibit C Adak Petroleum s Proof of Claim, Case No. 09-00623, Docket 71.



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personal travel, mortgage payments on a recreational property in Halibut Cove, and

alimony payments, among other things.10

By June of 2009, it had become clear that Solberg would be unable to pay

Aleutian Spray. Effective August 3, 2009, Solberg turned over his entire membership

interest in AF to Aleutian Spray.11 Aleutian Spray conducted its due diligence and

determined that its interest in AF was essentially without value.12 ASF thus sold its

interest in AF to Pacific Pelagic Group, LLC, a Washington LLC owned by John Young

(a Seattle attorney who had represented ASF on this and other matters).13 Youngs plan

was to take AF through a bankruptcy to wind up the companys affairs in an orderly

fashion. In sworn testimony before the bankruptcy court, Young testified that when he

had taken his controlling interest, he and Aleutian Spray had both understood that there

was no possibility that this plant could continue to operate, and that a Chapter 11

bankruptcy was the only reasonable plan to preserve the assets and minimize the loss

associated with AFs failure.14

As the bankruptcy filing approached, AF faced a deadline of September 2, 2009,

for exercising its right to extend the initial term of the lease. It is undisputed that AF did

not exercise its option to renew. Young testified that he understood that the lease by its

10Exhibit D Trustees Complaint, Adv. Case No. 10-90008, Docket 1.11See Exhibit A, at p. 3.None of the parties informed Aleut of this change in ownershipor sought its approval, as required by 10 of theLease.12Exhibit E Direct Testimony of John Young, September 18, 2009 Hearing, Case No.09-00623 at pp. 42-43.13Id.14Id. at p. 42.



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terms expires at the end of this year [2009]. It is renewable at the option of the tenant,

but it is in default and the tenant is not in a position to renew it.15 With the initial

bankruptcy filings made only two weeks after the September 2, 2010, renewal deadline

AF made an application to reject the Lease, asserting that it was in breach and that there

was no possibility of any continuing operations.16 In another bankruptcy court filing, AF

asserted that it was aware it would need a buyer for its assets, and had determined that the

terms of the Lease were not advantageous to future buyers in several respects, and that

the Lease would be more of a burden than a help in AFs efforts to find a buyer.17 In

short, AF made a business judgment that not renewing the Lease was in the best interests

of AF and its creditors.

AFs major creditor, Independence Bank, however, had a strong interest in

maintaining the Lease as part of the collateral for its millions in loans to AF. In addition

to various other litigation strategies, the Bank sought a buyer for AF that was interested

in maintaining the Adak operations and assuming the Banks loans. The buyer put

forward by the Bank was AS, which the Bank eventually disclosed was majority owned

by Kjetil Solberg, who was now in partnership with a European consortium of cod

brokers who had been AFs major purchasers.18 Twenty minutes prior to the hearing on

15Id. at p. 43.16See Exhibit A at pp. 3-4.17Exhibit F Debtors Application to Sell Adak Plant Free and Clear of Liens, Case No.09-00623, Docket 104, at p. 4.18Exhibit G Transcript of November 10, 2009 Hearing on Sale of Adak Plant, CaseNo. 09-00623, at pp 30-32.



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AFs motion to reject the Lease, the Bank brokered a deal under which AF would agree

to sell its remaining interest in the Lease to AS.19

On November 10, 2009, Defendant AS acquired whatever interests AF had in the

Lease pursuant to a Sale Order from the bankruptcy court and subject to objections by

Aleut.20 Aleut made explicit on the record at that time that it did not approve of the

assignment, that it reserved any and all substantive objections to the sale, that it did not

accept any security provided by AS or its lender, and that the Lease expired on December

31, 2009 in any event due to the failure of AF to exercise the renewal right by September

2, 2009.21 In exchange for relief from the bankruptcy stay and for payment of $250,000

restitution for past property damage caused by AF, however, Aleut agreed to pursue its

objections in another procedural context.22 AS also indicated that it would hold $150,000

which it asserted represented 6 months rent in escrow for payment of rent.23 Aleut

did not accept that arrangement, however, and no details regarding the escrow were

exchanged and no rent was paid from that escrow account.

Over the ensuing weeks, Aleut made clear in writing on numerous occasions that it

did not accept any assignment to AS and that the Lease would expire by its own terms on

December 31, 2009.24 Aleut informed AS that it could not and should not rely on its

19Id., at 17-18.20Exhibit H Order Granting Debtors Application to Sell Adak Plant Free and Clear ofLiens, Case 09-00623, Docket 149.21See Exhibit G, at pp 17-20.22Id.23Id, at p. 9, ll. 16-18.24Exhibit I Correspondence between Aleut and AS.



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ability to occupy the plant after that date, and that any investments made for plant

operations were made at ASs own risk.25 Aleut provided AS with a Notice to Quit the

Premises pursuant to AS 09.45.100 and .105 on December 30, 2009.26 Nonetheless,

despite these specific notices, AS avoided any court ruling to determine the status of the

Lease, and proceeded to make significant investments in moving personnel and

equipment to the Adak plant, planning to engage in fish processing operations in 2010.

Meanwhile, ASs lender had filed an adversary proceeding in the bankruptcy court

seeking a declaration that the Lease had been or could be renewed, and seeking damages

against Aleut.27 In November of 2009, Aleut filed a counterclaim in that adversary

proceeding seeking a declaratory judgment that the Lease would expire on December 31,

2009, and filed a motion for summary judgment on that claim.28 Aleut sought expedited

treatment of this motion, so that the matter could be dealt with prior to December 31,

2009, but ASs lender opposed expedited consideration, and AS itself confusingly

refused to join the adversary action in which its Lease rights were purportedly at stake.29

Aleut was forced to seek involuntary joinder of AS in the adversary proceeding under

Civil Rule 19, which ASs lender also opposed, causing additional delays.30 The

25

Id.26Exhibit J Notice to Quit.27Exhibit K Plaintiffs First Amended Complaint, Adv. Case 09-90031, Docket 10.28Exhibit L Motion for Summary Judgment, Adv. Case 09-90031, Docket 21.29Exhibit M Objection to Aleut Motion for Shortened Time, Adv. Case 09-90031,Docket 40.30Exhibit N Aleuts Motion to Compel Joinder, Adv. Case 09-90031, Docket 24;Exhibit O Plaintiffs Response, Adv. Case 09-90031, Docket 49.



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Bankruptcy Court granted ASs Rule 19 motion and set a hearing date for Aleuts motion

for summary judgment on January 8, 2010.

AS, now a party, filed an emergency motion for mandatory preliminary

injunctive relief against Aleut seeking an order requiring Aleuts fuel subsidiary Adak

Petroleum (which was not a party) to sell it fuel to operate generators purportedly

necessary to the plants processing operations. After expedited briefing and argument,

the Bankruptcy Court denied that motion from the bench.31

Prior to hearing Aleuts motion for summary judgment, however, the Bankruptcy

Court sua sponte raised the issue of subject matter jurisdiction, and eventually dismissed

the matter based on a lack of subject matter jurisdiction.32

Having had its day in court regarding the present validity of the Lease postponed

for three months, Aleut filed an FED action in Alaska Superior Court, which was

subsequently removed to this court on February 8, 2010.33 After a hearing, Judge

Sedwick denied Aleuts request for a summary grant of an FED, determining that ASs

defenses, which included equitable claims, raised potential factual issues that rendered

summary FED proceedings inappropriate.34 Judge Sedwick then ordered the matter

31Exhibit P Order Denying Motion for TRO and Injunctive Relief, Adv. Case 09-90031, Docket 110.32

Exhibit Q Order Granting Motion to Dismiss, Adv. Case 09-90031, Docket 151.33 This case was filed as a summary eviction matter by Aleut Enterprise, LLC, (Aleut)in January of 2010 in Alaska state court, and was subsequently removed to this court byDefendant Adak Seafood, LLC, (AS). See Clerks Docket 1-5. At around the sametime, AS had filed its own action in this court seeking monetary and injunctive reliefagainst Aleut. Aleut was never served in this matter, and the case was subsequentlyvoluntarily dismissed. See Case No. 3:10-cv-00010-RRB, Docket 11.34See Clerks Docket 45 at p. 10, citing Kopanuk v. AVCP Regional Housing Authority,



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transferred to this court for potential consolidation with Case No. 3:10-cv-00010 RRB,35

and invited the parties to make such motions for security as they saw fit.36

AS brought two separate complaints before the Regulatory Commission of Alaska

(RCA), seeking to force Aleut to sell it fuel for ASs Adak operations under a theory

that Aleut manages a regulated utility or fuel monopoly on Adak Island. The RCA

rejected both of those complaints, determining that AS had not properly pled a case that

Aleuts fuel subsidiary was in fact a monopoly or a regulated utility subject to the RCAs

regulatory jurisdiction.37

AS has exclusively occupied the Premises since November of 2009. Nonetheless,

in April of 2010, when the first quarterly rent payment under the terms of the Lease that

forms the basis of ASs claim of a right to occupy the Premises came due, AS refused to

provide any rent payment to Aleut, averring instead that it would offset any

remuneration Aleut was due for ASs exclusive possession of Aleuts property against the

alleged damages it hoped to eventually prove against Aleut. As for the other provisions

of the Lease, AS simply refused to comply. AS flatly refused to provide the insurance

and financial information required by the Lease, and asserted that it would allow

inspection of the Premises only pursuant to the terms of Civil Rule 34, under the

902 P.3d 813, 816-17 (Alaska 1995).35 In Case No. 3:10-cv-00010 RRB, in which AS sued Aleut, Aleut has not been servedwith a complaint and the pleadings have not been joined.36 Clerks Docket 45 at p. 10.37See, In the Matter of the Formal Complaint Filed by Adak Seafood, LLC Against AdakPetroleum, LLC, Case Nos. U-10-9 and U-10-17, both before the RegulatoryCommission of Alaska; Exhibit R Order Dismissing Complaint and Closing Docket,Case U-10-17.



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remarkable assertion that Aleuts legal position that the Lease had expired somehow

allowed AS to maintain exclusive possession of Aleuts Premises free of any obligations

at all.38 Aleut made renewed demand, noting that AS had not made any motion for

prejudgment attachment and that ASs inchoate claims and unproven averments of

financial harm did not allow it to unilaterally withhold monies presently owed to Aleut

for ASs actual possession of Aleuts Premises.39 This met with no response.

Aleut provided a second renewed notice to AS that, even though AS claimed that

the Lease was still effective, AS nonetheless remained in breach of its terms.40 In

response, AS provided some of the information called for by the Lease, but continued in

its refusal to allow Aleut to inspect Aleuts own property under the Lease and its refusal

to make any payment at all for its 6 months of exclusive occupancy of Aleuts property.41

AS continued to assert that, because Aleut claimed the Lease had expired, AS could

simply occupy Aleuts property without paying rent and subject to only those terms AS

unilaterally chose to accept. AS also continued to assert that it could unilaterally and

without court authorization attach rent payments that AS would be due under the Lease

based solely on its inchoate and unproven damages claims.42 This motion followed.

38Exhibit S Correspondence between Aleut and AS.39Exhibit T April 1, 2010 letter from Mills to McDowall.40Exhibit U June 11, 2010 letter from Grisham to AS and Independence Bank.41Exhibit V June 17, 2010 letter from McDowall to Grisham.42Id.



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I. THE LAW, FUNDAMENTAL FAIRNESS, AND COMMON SENSE

REQUIRE THAT ADAK SEAFOOD COMPLY WITH THE LEASE THAT

PROVIDES THE BASIS FOR ITS CLAIM OF A RIGHT TO OCCUPY

THE PREMISES DURING THE PENDENCY OF THIS LITIGATION

AS has been allowed to occupy the Plant during the pendency of the present

litigation, pursuant to its claim that the Lease is still valid and provides AS with a present

right of possession. If ASs claim is that the Lease provides it the right to occupy the

Plant, however, AS cannot at the same time be allowed to ignore and fail to comply with

the terms of the Lease. Yet AS has made clear by its actions that it has no intention of

honoring the Lease provisions while it nonetheless controls the Plant under the claim that

the Lease is still valid. Aleut is thus entitled to an order mandating ASs compliance with

the terms of the Lease during the pendency of this action without a right of offset so

long as AS occupies the Plant. Alternatively, if AS refuses to comply with the terms of

the Lease, it should be ordered to vacate the Premises.

A.

If AS Is To Occupy The Premises Pursuant to a Claim of Right UnderThe Lease, It Must Comply With The Lease.

It is not disputed that AS presently maintains exclusive possession of the

Premises. AS is thus denied any other beneficial use of the Premises. ASs claim of a

right to occupy the Premises is based entirely on the Lease.43 It is also beyond dispute,

however, that AS has not adhered to the terms of that Lease, even as it exclusively

occupies the Premises:

43See Clerks Docket 23 (Answer and Counterclaims).



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AS has consistently refused to allow Aleut to inspect the Premises whichbelong to Aleut despite a specific provision of the Lease authorizing an

inspection at at any and all reasonable times without notice.44

AS has not paid rent, asserting some form of right to unilaterally attach rentpayments based on its unproven damages claims, without court intervention

and without making a claim for prejudgment attachment under Civil Rule

64.45

AS is not engaged in processing operations at the plant, in violation ofParagraph 8(b) of the Lease.

AS has failed and refused to provide financial information to Aleut on amonthly basis, and to provide audited financial statements to Aleut by April

15 of every calendar year, as required under Paragraph 6 and Exhibit D to

the Lease.

ASs position, in short, is that it can have its cake and eat it too: it occupies the

Premises under the claim that the Lease is still valid, yet disclaims any responsibility to

pay rent and meets only those Lease obligations it chooses to meet.

ASs stance is unprincipled and inappropriate, and cannot be allowed to continue.

Judge Sedwicks order denying Aleuts motion for summary eviction neither transferred

ownership of the Premises to AS nor endowed them with a right to unilaterally select the

44SeeLease at 14; Exhibit S.45See Exhibit T.



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terms upon which they would occupy the Premises. And ASs position that Aleuts

demand that AS comply with the Lease so long as it maintains possession is inconsistent

with Aleuts position that the Lease has expired is both wrong-headed and entirely misses

the point. Aleut is not relying on the Lease AS is. Aleut is not accepting benefits it

could only get from the Lease AS is. Most importantly, Aleut is not the party

maintaining exclusive possession of anothers property AS is. If AS is going to retain

exclusive possession of Aleuts property even if only during the course of this litigation

it must be pursuant to some terms. The terms that AS avers should apply are those of

the Lease, and so is AS is to maintain possession of the Premises while the Lease claims

are litigated, it must comply with those terms.

A number of different legal principles clearly support Aleuts position. In the

context of claims for specific performance, for example, the claimant must show that he

or she is ready, able, and willing to perform his or her part of the contract.46 Alaska

courts have long recognized the principle that a party suing to enforce a contract must

demonstrate that he would have performed his obligations but for the other party's alleged

breach.47

46Norton v. Herron, 677 P.2d 877 (Alaska 1984); see also Restatement (Second) ofContracts 238 (1981): Where all or part of the performances to be exchanged under an

exchange of promises are due simultaneously, it is a condition of each party's duties torender such performance that the other party either render or, with manifested presentability to do so, offer performance of his part of the simultaneous exchange; 17B C.J.S.Contracts 549: Unless excused, a tender of performance is necessary where the acts tobe performed are mutual and dependent.47Fleenor v. Church, 681 P.2d 1351, 1354 (Alaska 1984), citingNavato v. Sletten, 560F.2d 340, 346 (8th Cir.1977) (It is axiomatic that before a party can recover upon acontract, he must show his own performance or his own tender thereof.),Huszar v.



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Traditional principles of stays or injunctions allowing the parties to maintain the

status quo during the course of a litigation also mandate ASs compliance with the

Lease. For example, a Yellowstone injunction is a device developed by the courts of

New York state. It applies where a landlord claims a breach that must be cured within a

certain time period to avoid default, but the tenant disputes the claim of breach. The

Yellowstone Injunction acts to toll the cure period so that, if a court renders an adverse

determination on the claim of breach, the tenant still has the opportunity to cure the

default.48 Inherent in this injunction, however, is that the tenant must continue to remain

current on all other obligations under the Lease.49

The notion that a tenant claiming a right of possession under a lease must continue

to comply with that lease in order to maintain the claim is supported by other case law as

well. In one Florida case, the appellate court reversed an award of damages for unlawful

possession during the course of a litigation, determining that a lessee who acts pursuant

to court order and continues to meet its lease obligations acted under a bona fide claim of

right and so was not subject to a damages award.50 The court stated that the fact that

Certified Realty Co., 266 Or. 614, 512 P.2d 982, 984 (1972) (Ordinarily ... a party to acontract who complains that the other party has breached the terms of a contract must

prove performance on his own part, or a valid tender rejected by the other party.)48See, e.g., WPA/Partners LLC v. Port Imperial Ferry Corp., 763 N.Y.S.2d 266 (A.D. 1Dept. 2003).49Id. This is consistent with the provisions of AS 09.45.120, requiring an undertaking toensure payment of rent if an FED action is continued for longer than the statutory period(as Judge Sedwick ordered it be here).50Greentree Amusement Arcade, Inc. v. Greenacres Development Corp., 401 So.2d 915(Fla. App. 1981).



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appellant continued to pay its monthly rent is indicative of its belief that it enjoyed a

continuing right of possession in the premises.

The principle behind ASs motion is simple common sense. ASs claim is that the

terms of the Lease should apply. It has been allowed to maintain exclusive possession of

Aleuts property while it litigates that claim. Aleut has no present debt that it owes AS

against which AS could attach the rent payments, and there is nothing interfering with

ASs ability to comply with the other provisions of the Lease. In order to maintain a

bona fide claim that the terms of the Lease apply, AS must at least comply with those

terms during the course of this litigation. To allow AS to ignore the Lease terms by

simply asserting some breach by its landlord sets inappropriate policy that invites a

defaulted tenant to claim landlord breach so that the tenant is relieved of lease

compliance. AS cannot be allowed to follow this path.

CONCLUSION

Aleut respectfully requests this court to issue an order mandating that ASs

continued possession of the Premises during the course of this litigation is contingent

upon its compliance with the terms of the Lease that forms the basis of ASs claim of a

right to occupy the Premises. Continued failure to comply with the terms of the Lease

should authorize ASs immediate eviction from the Premises.



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DATED this 8th day of July, 2010, at Anchorage, Alaska.

DORSEY & WHITNEY LLP

Attorneys for Aleut Enterprise, LLC

/s/ Michael A. Grisham

BY:MICHAEL R. MILLS, ABA #8911074MICHAEL A. GRISHAM, ABA #9411104DORSEY & WHITNEY LLP1031 West Fourth Avenue, Suite 600Anchorage, AK 99501-5907Telephone: (907) 276-4557

[email protected]@dorsey.com

CERTIFICATE OF SERVICE

The undersigned hereby certifies that on the 8th day of July, 2010, a true and correctcopy of this document was served on:

Arnold M. Willig Brewster H. JamiesonChristopher M. Mulhearn Marc Gerhard Wilhelm

by electronic means through the ECF system as indicated on the Notice of Electronic Filing,

or if not confirmed by ECF, by first class regular mail.

This document was prepared in 13 point Times New Roman font.

/s/ Michael A. GrishamMichael A. Grisham, ABA #9411104Dorsey & Whitney, LLP


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Aleut seeks rent