TJGEM Complaint

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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

Case 1:13-cv-00382-BAH Document 1 Filed 03/22/13 Page 1 of 76

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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.


27

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


28

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


29

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


30

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.


31

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.


32

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


33

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.


34

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.


35

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,


36

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.


37

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.


38

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.


39

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.


40

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.


41

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


42

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.


43

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.


44

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


45

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.


46

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


47

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


48

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


49

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.


50

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


51

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]


Documents

TJGEM Complaint