Wellons Says They Were Stiffed

Case 1:15-cv-01252-RBJ Document 1 Filed 06/12/15 USDC Colorado Page 1 of 15
IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF COLORADO
Civil Action No. ____________________
WELLONS, INC., an Oregon corporation,
Plaintiff,
v.
EAGLE VALLEY CLEAN ENERGY, LLC, a Utah limited liability company;
EVERGREEN CLEAN ENERGY CORPORATION, a Colorado corporation;
CLEARWATER VENTURES, LLC, a Utah limited liability company;
UNITED STATES OF AMERICA RURAL UTILITIES SERVICE,
DEAN L. ROSTROM, individually;
KENDRIC B. WAIT, individually;
GEORGE SORENSON, individually;
WILCOX REVOCABLE TRUST; and
SOUTH SEA ENTERPRISES, LLC,
Defendants.
COMPLAINT
JURY DEMAND
Plaintiff Wellons, Inc. (plaintiff), through its undersigned counsel, alleges the following
as its Complaint against the defendants:
PARTIES, JURISDICTION AND VENUE:
1.
Plaintiff Wellons, Inc. is a corporation, organized and operating under the laws of
the State of Oregon. Plaintiff does business in Clark County, Washington, as a foreign corporation.
All required fees have been paid to date, and plaintiff is otherwise competent to bring and maintain
this action.
2.
Defendant Eagle Valley Clean Energy, LLC (EV) is a Utah limited liability
company, organized and operating in Eagle County, Colorado as a foreign limited liability
company. Its principal place of business is 4626 North 300 West, Provo, Utah 84604.
3.
Defendant Evergreen Clean Energy Corporation (ECEC) is a corporation,
organized and operating under the laws of the State of Colorado. ECEC does business in Eagle
County, Colorado. Its principal place of business is 4626 North 300 West, Provo, Utah 84604.
4.
Defendant Clearwater Ventures, LLC (Clearwater) is a Utah limited liability
company, organized and operating in Eagle County, Colorado as a foreign limited liability
company. Its principal place of business is 4626 North 300 West, Provo, Utah 84604.
5.
Defendant United States of America Rural Utility Service ("RUS") is a
governmental entity.
Its principal place of business is 1400 Independence Avenue, SW,
Washington, D.C. 20250.

6.
Defendant Dean L. Rostrom is an individual, residing in the State of Utah and doing
business in Eagle County, Colorado. His principal place of business is 4626 North 300 West,
Provo, Utah 84604.
7.
Defendant Kendric B. Wait is an individual, residing in the State of Utah and doing
business in Eagle County, Colorado. His principal place of business is 4626 North 300 West,
Provo, Utah, 84604.
8.
Defendant George Sorenson is an individual. On information and belief, he is a
transferee of fraudulently transferred funds, as alleged infra.

9.
Defendant Wilcox Revocable Trust ("Wilcox") is an entity. On information and
belief, it is a transferee of fraudulently transferred funds, as alleged infra.
10.
Defendant South Sea Enterprises, LLC ("South Sea") is a limited liability company.
On information and believe, it is a transferee of fraudulently transferred funds, as alleged infra.

11.
Jurisdiction is proper under 28 USC 1332 because the matter in controversy
exceeds the sum of $75,000, and is an action between citizens of different states.
12.
Venue is proper in this Court under 28 USC 1391.

GENERAL ALLEGATIONS
13.
On or about December 21, 2011, plaintiff and EV entered into an Engineer, Procure,
and Construct contract for the design and construction of a wood-fired cogeneration facility to be
constructed in Gypsum, Colorado.
14.
On or about August 8, 2013, plaintiff and EV entered into an Amended and
Restated Engineer, Procure, and Construct contract for the design and construction of the woodfired cogeneration facility to be constructed in Gypsum, Colorado (the EPC).
15.
Plaintiff has fully performed its obligations under the contract.
16.
While defendant has paid some of the contract price to plaintiff, the principal
balance of $11,799,864.24 remains unpaid.

17.
Interest has accrued, and continues to accrue, on the principal balance pursuant to
the terms of the EPC, and the parties' Capital Contribution Agreement. Preferred debt interest at
the rate of 15% per annum has been accruing on the preferred debt of $7,920,264.24, out of the
total principal balance owing of $11,799,864.24. Preferred debt interest has accrued in the total
amount of $1,214,271.69 as of September 30, 2014. Per diem interest continues to accrue at the
rate of $3,254.90.
18.
Pursuant to the EPC, EV was to pay plaintiff 5% of all past due balances. As of
approximately August 16, 2013, the sum of $30,435,000 was past due. Accordingly, an additional
amount for contractual interest of $1,185,433.56 is owed from EV to plaintiff.
19.
In addition, ECEC is liable to plaintiff for the principal balance owing of
$11,799,864.24 pursuant to the terms of a Subordinated Promissory Note dated August 8, 2013
(the Note), which Note became due and payable by its terms "promptly following the initial
funding under the RUS Financing".
20.
In addition, EV has failed and refused to pay plaintiff for change orders, letter of
credit fees, and service parts orders (invoiced amounts), in the total principal amount of
$237,147.19.
21.
Despite demand, defendants EV and ECEC have failed and refused to pay the
amounts owing to plaintiff.

FIRST CLAIM FOR RELIEF
(Breach of Contract Against EV)
22.
Plaintiff incorporates the allegations set forth above as though fully set forth herein.
23.
The EPC is a valid and binding contract between plaintiff and EV.
24.
Plaintiff fully performed its obligations under the EPC.
25.
EVs failure to pay the principal balance owed under the EPC, the unpaid and
accruing interest, and the invoiced amounts constitutes a breach of contract. As the result of EVs
breach of contract, plaintiff has been damaged in the principal amount of $11,799,864.24, plus
accrued preferred debt interest of $1,241,271.69 as of September 30, 2014, plus preferred debt
interest that continues to accrue at the rate of $3,254.90 per day, plus past due interest of
$1,185,433.56., plus the unpaid invoiced amounts of $237,147.19.
SECOND CLAIM FOR RELIEF
(Default of Promissory Note Against ECEC)
26.
27.
The Note is a valid and binding obligation of ECEC.
28.
ECECs failure to pay the principal balance owed under the Note, as well as the
unpaid and accruing interest, constitutes a default of ECECs obligations under the Note. As the
result of ECECs default, plaintiff has been damaged in the principal amount of $11,799,864.24,
plus accrued preferred debt interest of $1,241,271.69 as of September 30, 2014, plus preferred debt
$1,185,433.56.
THIRD CLAIM FOR RELIEF
(Foreclosure of Mechanics Lien Against Clearwater, EV, RUS, and Deutsche)
29.
30.
On information and belief, Clearwater is the owner of the real property commonly
known as 10775 Highway 6, Gypsum, Colorado 81637, and legally described on Exhibit A hereto
(the Property).
31.
Pursuant to the EPC, plaintiff provided labor and materials at the Property for the
construction of the Project improvements at the Property. Plaintiff continues to provide labor and
materials at the Property.
32.
All of the Property is necessary for the convenient use and occupation of the
improvements for which plaintiff provided labor and materials.

33.
On or about October 9, 2014, plaintiff sent a Notice of Intent to File a Lien
Statement (Notice of Intent) and a copy of a proposed Statement of Lien (Lien) against the
Property to Clearwater and EV by certified mail, return receipt requested.
34.
In the Notice of Intent, plaintiff demanded that Clearwater and/or EV pay plaintiff
the sums outstanding under the EPC within ten days or plaintiff would record the Lien against the
Property.
35.
Plaintiff did not receive any payment from Clearwater or EV following its delivery
of the Notice of Intent to those parties.

36.
On or about October 20, 2014, plaintiff filed its Lien with the Recorders Office for
Eagle County, Colorado, under number 20147905.

37.
On or about December 16, 2014, plaintiff filed its Amended Lien Statement
(Amended Lien) with the Recorders Office for Eagle Valley, Colorado, under number
201421615. A copy of the recorded document is attached as Exhibit B and is incorporated by this
reference.
38.
On information and belief, RUS may claim an interest in the Property by virtue of
a mortgage and security agreement between EV and RUS, recorded with the Recorder's Office for
Eagle Valley, Colorado, under number 201316239 on or about August 8, 2013.
39.
To date, plaintiff is owed the principal amount of not less than $11,799,864.24, plus
accrued preferred debt interest of $1,241,271.69 as of September 30, 2014, plus preferred debt
$1,185,433.56, for plaintiffs work on the Property.
40.
The Amended Lien is a valid mechanics lien upon the Property, including the
improvements on the Property, and is prior to any right, title, interest, or claim of any of the
defendants to the Property.
41.
Plaintiff is entitled to foreclose on the Amended Lien to enforce its judgment
against EV in this action.

FOURTH CLAIM FOR RELIEF
(Unjust Enrichment Against Clearwater and EV)
42.
43.
At the request of EV, plaintiff provided valuable labor, materials, and services for
the development of the Property and the Project.

44.
Neither Clearwater nor EV paid plaintiff for the full value of plaintiffs work on the
Property.
45.
Clearwater and EV have received a benefit at plaintiffs expense and it would be
unjust for them to retain that benefit without paying for it in full.
46.
Clearwater and EV have been unjustly enriched in an amount to be determined at
trial.
FIFTH CLAIM FOR RELIEF
(Fraudulent Transfers Against EV, ECEC, Clearwater, Rostrom,
Wait, Sorenson, Wilcox, and South Sea)
47.
48.
Plaintiffs work under the EPC facilitated and enabled EV to secure and receive a
federal reimbursement grant under Section 1603 of the American Recovery and Reinvestment Act
of 2009, Pub. L. No. 111-5, 123 Stat. 115, 364 (Section 1603), in the approximate amount of
$18,500,000.00. EV received the Section 1603 reimbursement grant funds in or about August
2014.
49.
At the time EV received the Section 1603 funds, it was aware that plaintiff was
owed substantial funds pursuant to the EPC.

50.
At that time, plaintiff was an existing Creditor of EV under the Uniform
Fraudulent Transfer Act, as adopted in the State of Colorado (UFTA), C.R.S. Sec. 38-8-102(5).
51.
Even though Section 1603 funds are to reimburse for sums expended on the creation
of qualifying projects, EV accepted the Section 1603 funds without having paid its obligations to
plaintiff.
52.
Instead, EV distributed the vast majority of the Section 1603 funds to other parties.
On information and belief, EV transferred the funds to ECEC, Clearwater, Rostrom, Wait,
Sorenson, Wilcox, South Sea, and perhaps others (the transferees or transferee defendants).
53.
Each of the transferees was an insider of EVs, as defined in the UFTA.
54.
EV was insolvent as of the date of the transfers.
55.
Alternatively, EV was engaged in a business or transaction for which its remaining
property was unreasonably small at the time of and as the result of the transfers.
56.
EVs transfers were made with the actual intent to hinder, delay or defraud EVs
creditors, including plaintiff.

57.
EV received no consideration in exchange for the transfers.
58.
EV did not receive reasonably equivalent value for the transfers.
59.
At the time of, and following, the transfers, EV had incurred debts that were beyond
EVs ability to pay as they matured.

60.
The initial transferee defendants are liable for the amounts that EV transferred to
each of them. Plaintiff is entitled to the remedies set forth in C.R.S. Sec. 38-8-108.
61.
The immediate transferees from the initial transferees did not take the transferred
funds for any value, did not receive the transferred funds in good faith, and accepted the transferred
funds with the actual intent to hinder, delay and defraud EVs creditors, including plaintiff.
62.
Defendants are liable to plaintiff for the funds transferred, pursuant to C.R.S. Sec.
38-8-105 and or 38-8-106.

SIXTH CLAIM FOR RELIEF
(Civil Conspiracy Against EV, ECEC, Clearwater, Rostrom,
Wait, Sorenson, Wilcox, and South Sea)
63.
64.
Defendants sought to accomplish the goal of removing the Section 1603 funds from
being available to pay EVs obligations to plaintiff under the EPC.

65.
Defendants agreed on a course of action to accomplish that result. The course of
action consisted of the transfers of the Section 1603 funds as alleged herein.
66.
The transfers of the Section 1603 funds were fraudulent, and wrongful as to
plaintiff. The transfers were made in furtherance of defendants agreed course of action.
67.
Plaintiff has been damaged as the proximate result of defendants conspiratorial
fraudulent transfers in an amount to be determined at trial.
WHEREFORE, plaintiff respectfully requests that this Court enter relief in favor of
plaintiff as follows:
1.
Upon the First and/or Second Claim for Relief, for a judgment in favor of plaintiff
and against EV and/or ECEC in the principal amount of $11,799,864.24, plus accrued preferred
debt interest of $1,241,271.69 as of September 30, 2014, plus preferred debt interest that continues
to accrue at the rate of $3,254.90 per day, plus past due interest of $1,185,433.56.
2.
Upon the Third Claim for Relief, for a judgment finding that plaintiff has lien rights
against the Property which are valid, prior to, and superior to any other claimants right, title, lien,
or interest, and foreclosing the Amended Lien by sale of the Property and improvements thereon
in satisfaction of the judgment, together with recording costs and reasonable attorneys fees.
3.
Upon the Fourth Claim for Relief, for a judgment in favor of plaintiff and against
Clearwater and EV, jointly and severally, in an amount to be determined at trial.

4.
Upon the Fifth Claim for Relief, for a judgment in favor of plaintiff and against EV
and all transferee defendants, jointly and severally, adjudging that the Section 1603 funds transfers
are actual or constructively fraudulent transfers under UFTA, avoiding the transfers, granting
plaintiff a money judgment against each transferee for the sums transferred to each transferee, and
avoiding each transfer.
5.
Upon the Sixth Claim for Relief, for a judgment in favor of plaintiff and against EV
and all transferee defendants, jointly and severally, for damages in an amount to be determined at
trial.
6.
For all costs and fees, including attorneys fees, allowable by contract or by law.
10
7.
For such other and further relief as the Court deems proper.
DATED this 12th day of June, 2015.
s/ Stephen G. Leatham
Stephen G. Leatham
HEURLIN, POTTER, JAHN, LEATHAM,
HOLTMANN & STOKER, P.S.
211 E. McLoughlin Blvd., Suite 100
Vancouver, WA 98663
Telephone: (360) 750-7547
FAX: (360) 750-7548
E-mail: sgl@hpl-law.com
Attorney for Plaintiff Wellons, Inc.
11
EXHIBIT A
LEGAL DESCRIPTION OF PROPERTY
A PARCEL OF LAND LOCATED WITHIN TRACTS 41SECTION32, TOWNSHIP 4
SOUTH, RANGE 85 WEST AND TRACT 64, SECTIONS 4 AND 5, TOWNSHIP 5
SOUTH, RANGE 85 WEST OF THE 6TH PRJNCIPAL MERJDIAN ACCORDING TO
THE INDEPENDENT RESURVEY AS ACCEPTED BY THE U.S. SURVEYOR
GENERAL'S OFFICE nJNE 20, 1922, LYING NORTHERLY OF THE RJGHT OF WAY
OF THE UNION PACIFIC RAILROAD AND SOUTHERLY OF THE CENTERLINE OF
THE EAGLE RIVER, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT ON THE CENTERLINE OF THE EAGLE RJVER WHENCE
ANGLE POINT NO. 2 OF SAID TRAC'Y 64 BEARS N0007'59"W A DISTANCE OF
614.32 FEET; THENCE THE FOLLOWING (13) THIRTEEN COURSES ALONG THE
CENTERLINE OF SAID EAGLE RJVER:
I)
S6101'39"E A DISTANCE OF 107.58 FEET;
2)
N8502'56"E A DISTANCE OF 112.74 FEET;
3)
N6722'1 l "EA DISTANCE OF 158.17 FEET;
4)
N4732'24"E A DISTA..'l\ICE OF 140.42 FEET;
5)
6)
7)
8)
9)
10)
S7931 '37''E A DISTANCE OF 173.58 FEET;
11)
12)
13)
N8454'17"E A DISTANCE OF 160.13 FEET TO THE EASTERLY LINE OF SAID
TRACT 64; THENCE S0004'43"W ALONG SAID EASTERLY LINE A DISTANCE OF
1185.34 FEET TO THE NORTHERLY RlGHT OF WAY LINE OF SAID UNION
PACIFIC RAILROAD; THENCE S8806'04"W ALONG SAID NORTHERLY RJGHT OF
WAY LINE A DISTANCE OF 2673.04 FEET TO THE WESTERLY LINE OF SAID
TRACT 64; THENCE N0007'59"W ALONG SAID WESTERLY TRACT LINE A
DISTANCE OF 1256.16 FEET TO THE POINT OF BEGINNING.
100268944 DOCX f}
EXHIBIT A
Page 1 of 1

Eagle County, CO
Teak J Simonton
Pgs: 3
REC: $21.00
DOC: $0.00
201421615
12/16/2014
02:35:10 PM
Recorded at the request of:

Wellons, Inc.
Prepared by and to be returned to:
Stephen G. Leatham
PO Box 611
Vancouver, WA 98666-0611
AMENDED LIEN STATEMENT

(Colo. Rev. Stat 38-22-109(6))
Lien claimant, Wellons, Inc., hereby amends its lien, recorded October 20, 2014, under
number 201417905, in the amount of $14,441,874.31, plus accrued interest at the legal rate, on
the following property:
10775 Hwy. 6, Gypsum, CO 81637; Account #R065232; PIN#2111-051-09-01;
Legal Description: See Attached "Exhibit A".
The owner or reputed owner is Clearwater Ventures, LLC, PO Box 425, Edwards, CO
81632-0425.
The name of the company that furnished the material or performed the labor for which
the lien is claimed is Wellons, Inc., 2525 West Firestone Lane, Vancouver, WA 98660.
The name of the leasehold interest holder is Eagle Valley Clean Energy, LLC, Attn:
Dean Rostrom, 4626 North 300 West, Ste. 365, Provo, UT 84604.
Dated: I'-. /
I '-f
Wellons Inc.
(Claimant)
Robert Moore, Chief Financial Officer

(Print or Type Name)
EXHIBIT B
Page 1 of 3
VERIFICATION
I, the undersigned, state: I am the Chief Financial Officer of Wellons, Inc., the claimant
named in the foregoing amended claim of lien; I am authorized to make this verification
for the claimant; I have read the foregoing amended claim of lien and know the contents
thereof, and the same is true and correct.
I DECLARE UNDER PENAL TY OF PERJURY UNDER THE LAWS OF THE STATE
OF WASHINGTON THAT THE FOREGOING IS TRUE AND CORRECT.
Executed on
'1..,
at Vancouver, Washington.
DATE: flBzo1'1
STA TE OF WASHINGTON )
) SS.
COUNTY OF CLARK
Subscribed and sworn to before me
day of
(Print name)
f>at:mber
, 2014.
NOTARY PUBLIC in the State of Wc.<:sli1n7f>/J

Residing in H1'/ld1ur-o 0 I?...
Commission expires: M".7 I, 2 Olb
EXHIBIT B
Page 2 of 3
EXHIBIT A
LEGAL DESCRIPTION OF PROPERTY
A PARCEL OF LAND LOCATED WITHIN TRACTS 41SECTION32, TOWNSHIP 4
SOUTH, RANGE 85 WEST AND TRACT 64, SECTIONS 4 AND 5, TOWNSHIP 5
SOUTH, RANGE 85 WEST OF THE 6TH PRJNCIPAL MERJDIAN ACCORDING TO
THE INDEPENDENT RESURVEY AS ACCEPTED BY THE U.S. SURVEYOR
GENERAL'S OFFICE nJNE 20, 1922, LYING NORTHERLY OF THE RJGHT OF WAY
OF THE UNION PACIFIC RAILROAD AND SOUTHERLY OF THE CENTERLINE OF
THE EAGLE RIVER, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT ON THE CENTERLINE OF THE EAGLE RJVER WHENCE
ANGLE POINT NO. 2 OF SAID TRAC'Y 64 BEARS N0007'59"W A DISTANCE OF
614.32 FEET; THENCE THE FOLLOWING (13) THIRTEEN COURSES ALONG THE
CENTERLINE OF SAID EAGLE RJVER:
I)
2)
3)
N6722'1 l "EA DISTANCE OF 158.17 FEET;
4)
N4732'24"E A DISTA..'l\ICE OF 140.42 FEET;
5)
6)
7)
8)
9)
10)
S7931 '37''E A DISTANCE OF 173.58 FEET;
11)
12)
13)
N8454'17"E A DISTANCE OF 160.13 FEET TO THE EASTERLY LINE OF SAID
TRACT 64; THENCE S0004'43"W ALONG SAID EASTERLY LINE A DISTANCE OF
1185.34 FEET TO THE NORTHERLY RlGHT OF WAY LINE OF SAID UNION
PACIFIC RAILROAD; THENCE S8806'04"W ALONG SAID NORTHERLY RJGHT OF
WAY LINE A DISTANCE OF 2673.04 FEET TO THE WESTERLY LINE OF SAID
TRACT 64; THENCE N0007'59"W ALONG SAID WESTERLY TRACT LINE A
DISTANCE OF 1256.16 FEET TO THE POINT OF BEGINNING.
100268944 DOCX f}
EXHIBIT B
Page 3 of 3
Case 1:15-cv-01252-RBJ Document 1-1 Filed 06/12/15 USDC Colorado Page 1 of 2

JS 44 (Rev. 12/11)
CIVIL COVER SHEET
District of Colorado Form
The JS 44 civil cover sheet and the information contained herein neither replace nor supplement the filing and service of pleadings or other papers as required by law, except as
provided by local rules of court. This form, approved by the Judicial Conference of the United States in September 1974, is required for the use of the Clerk of Court for the purpose
of initiating the civil docket sheet. (SEE INSTRUCTIONS ON NEXT PAGE OF THIS FORM.)
I. (a)
DEFENDANTS
PLAINTIFFS
Eagle Valley Clean Energy, LLC; Evergreen Clean Energy Corporation;

Clearwater Ventures, LLC; (continued on attached)
Wellons, Inc.
(b)
County of Residence of First Listed Defendant
County of Residence of First Listed Plaintiff Clark County
(IN U.S. PLAINTIFF CASES ONLY)
(EXCEPT IN U.S. PLAINTIFF CASES)
(c)
NOTE: IN LAND CONDEMNATION CASES, USE THE LOCATION OF THE

TRACT OF LAND INVOLVED.
Attorneys (Firm Name, Address, and Telephone Number)
Attorneys (If Known)
Heurlin, Potter, Jahn, Leatham, Holtmann & Stoker, P.S.

211 E. McLoughlin Blvd, Suite 100, Vancouver, WA 98663
(360) 750-7547
II. BASIS OF JURISDICTION (Place an X in One Box Only)
III. CITIZENSHIP OF PRINCIPAL PARTIES
3 Federal Question
(U.S. Government Not a Party)
1 U.S. Government
Plaintiff
4 Diversity
(Indicate Citizenship of Parties in Item III)
2 U.S. Government
Defendant
(For Diversity Cases Only)

PTF
(Place an X in One Box for Plaintiff)

and One Box for Defendant)
PTF
DEF
Citizen of This State
Incorporated or Principal Place

of Business In This State
Citizen of Another State
Incorporated and Principal Place

of Business In Another State
Citizen or Subject of a
Foreign Country
Foreign Nation
DEF
4
IV. NATURE OF SUIT (Place an X in One Box Only)

CONTRACT
110 Insurance
120 Marine
130 Miller Act
140 Negotiable Instrument
150 Recovery of Overpayment
& Enforcement of Judgment
151 Medicare Act
152 Recovery of Defaulted
Student Loans (Excl. Veterans)
153 Recovery of Overpayment
of Veterans Benefits
160 Stockholders Suits
190 Other Contract
195 Contract Product Liability
196 Franchise
REAL PROPERTY
210 Land Condemnation
220 Foreclosure
230 Rent Lease & Ejectment
240 Torts to Land
245 Tort Product Liability
290 All Other Real Property
TORTS
PERSONAL INJURY
PERSONAL INJURY
310 Airplane
315 Airplane Product
Liability
320 Assault, Libel &
Slander
330 Federal Employers
Liability
340 Marine
345 Marine Product
Liability
350 Motor Vehicle
355 Motor Vehicle
Product Liability
360 Other Personal Injury
362 Personal Injury Med. Malpractice
CIVIL RIGHTS
440 Other Civil Rights
441 Voting
365 Personal Injury Product Liability

367 Health Care/
Pharmaceutical
Personal Injury
Product Liability
368 Asbestos Personal
Injury Product Liability
PERSONAL PROPERTY
370 Other Fraud
371 Truth in Lending
380 Other Personal
Property Damage
385 Property Damage
Product Liability
PRISONER PETITIONS
Habeas Corpus:
463 Alien Detainee
510 Motions to Vacate
Sentence
530 General
442 Employment
443 Housing/
Accommodations
445 Amer. w/Disabilities Employment
446 Amer. w/Disabilities Other
535 Death Penalty

Other:
540 Mandamus & Other
FORFEITURE/PENALTY
625 Drug Related Seizure
of Property 21 USC 881
690 Other
BANKRUPTCY
OTHER STATUTES
422 Appeal 28 USC 158
375 False Claims Act

400 State Reapportionment
410 Antitrust
430 Banks and Banking
423 Withdrawal
28 USC 157
PROPERTY RIGHTS
820 Copyrights
830 Patent
840 Trademark
LABOR
SOCIAL SECURITY
710 Fair Labor Standards

Act
720 Labor/Mgmt. Relations
740 Railway Labor Act
751 Family and Medical
Leave Act
790 Other Labor Litigation
791 Empl. Ret. Inc.
Security Act
IMMIGRATION
861 HIA (1395ff)

862 Black Lung (923)
863 DIWC/DIWW (405(g))
864 SSID Title XVI
865 RSI (405(g))
450 Commerce
460 Deportation
470 Racketeer Influenced and
Corrupt Organizations
480 Consumer Credit
490 Cable/Sat TV
850 Securities/Commodities/
Exchange
890 Other Statutory Actions
891 Agricultural Acts
893 Environmental Matters
TAX SUITS
870 Taxes (U.S. Plaintiff
or Defendant)
871 IRS - Third Party
26 USC 7609
462 Naturalization Application
895 Freedom of Information Act

896 Arbitration
899 Administrative Procedure
Act/Review or Appeal of
Agency Decision
950 Constitutionality of
State Statutes
465 Other Immigration

Actions
550 Civil Rights
448 Education
555 Prison Condition

560 Civil Detainee Conditions of Confinement
V. ORIGIN
(Place an X in One Box Only)
1 Original
Proceeding
Transferred from
2 Removed from
3 Remanded from
4 Reinstated or
5 another district
6 Multidistrict
State Court
Appellate Court
Reopened
Litigation
(specify)
Cite the U.S. Civil Statute under which you are filing (Do not cite jurisdictional statutes unless diversity):
Appeal to District
7 Judge from
Magistrate Judgment
28 USC 1332
VI. CAUSE OF ACTION
AP Docket
Brief description of cause:
Breach of contract, mechanic lien foreclosure, fraudulent transfer
VII. REQUESTED IN
COMPLAINT:
CHECK IF THIS IS A CLASS ACTION

UNDER F.R.C.P. 23
DEMAND $ 11799864.24
DATE
SIGNATURE OF ATTORNEY OF RECORD
June 12, 2015
s/ Stephen G. Leatham
CHECK YES only if demanded in complaint:

No
Yes
JURY DEMAND:
FOR OFFICE USE ONLY

RECEIPT #
AMOUNT
APPLYING IFP
JUDGE
MAG. JUDGE
Defendants continued:
United States of America Rural Utilities Service;
Rostrom, Dean L.
Wait, Kendric B.
Sorenson, George
Wilcox Revocable Trust;
South Sea Enterprises, LLC

AO 440 (Rev. 12/09) Summons in a Civil Action
UNITED STATES DISTRICT COURT

for the
__________ District of __________

Plaintiff
v.
EAGLE VALLEY CLEAN ENERGY, LLC, et al.,
Defendant
)
)
)
)
)
)
)
Civil Action No.
SUMMONS IN A CIVIL ACTION

To: (Defendants name and address) Eagle Valley Clean Energy, LLC
c/o Sarah J. Baker PC, its registered agent

316 Abrams Creek Road
Eagle, CO 81631
A lawsuit has been filed against you.

Within 21 days after service of this summons on you (not counting the day you received it) or 60 days if you
are the United States or a United States agency, or an officer or employee of the United States described in Fed. R. Civ.
P. 12 (a)(2) or (3) you must serve on the plaintiff an answer to the attached complaint or a motion under Rule 12 of
the Federal Rules of Civil Procedure. The answer or motion must be served on the plaintiff or plaintiffs attorney,
whose name and address are: Stephen G. Leatham
Vancouver, WA 98663
If you fail to respond, judgment by default will be entered against you for the relief demanded in the complaint.
You also must file your answer or motion with the court.
CLERK OF COURT
Date:
Signature of Clerk or Deputy Clerk

AO 440 (Rev. 12/09) Summons in a Civil Action (Page 2)
Civil Action No.

PROOF OF SERVICE
(This section should not be filed with the court unless required by Fed. R. Civ. P. 4 (l))
This summons for (name of individual and title, if any)
was received by me on (date)
I personally served the summons on the individual at (place)

on (date)
; or
I left the summons at the individuals residence or usual place of abode with (name)
, a person of suitable age and discretion who resides there,
on (date)
, and mailed a copy to the individuals last known address; or

, who is
I served the summons on (name of individual)

designated by law to accept service of process on behalf of (name of organization)
on (date)
; or
I returned the summons unexecuted because
; or
Other (specify):
.
My fees are $
for travel and $
for services, for a total of $
I declare under penalty of perjury that this information is true.
Date:
Servers signature
Printed name and title
Servers address
Additional information regarding attempted service, etc:
Print
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for the
__________ District of __________

Plaintiff
v.
Defendant
)
)
)
)
)
)
)
Civil Action No.


Eagle, CO 81631

Vancouver, WA 98663
CLERK OF COURT
Date:

Civil Action No.

PROOF OF SERVICE

on (date)
; or
on (date)

, who is

on (date)
; or
; or
Other (specify):
.
My fees are $
for travel and $
Date:
Servers signature
Servers address
Print
Save As...
Reset


for the
__________ District of __________

Plaintiff
v.
Defendant
)
)
)
)
)
)
)
Civil Action No.


Eagle, CO 81631

Vancouver, WA 98663
CLERK OF COURT
Date:

Civil Action No.

PROOF OF SERVICE

on (date)
; or
on (date)

, who is

on (date)
; or
; or
Other (specify):
.
My fees are $
for travel and $
Date:
Servers signature
Servers address
Print
Save As...
Reset


for the
__________ District of __________

Plaintiff
v.
Defendant
)
)
)
)
)
)
)
Civil Action No.


Eagle, CO 81631

Vancouver, WA 98663
CLERK OF COURT
Date:

Civil Action No.

PROOF OF SERVICE

on (date)
; or
on (date)

, who is

on (date)
; or
; or
Other (specify):
.
My fees are $
for travel and $
Date:
Servers signature
Servers address
Print
Save As...
Reset


for the
__________ District of __________

Plaintiff
v.
Defendant
)
)
)
)
)
)
)
Civil Action No.


Eagle, CO 81631

Vancouver, WA 98663
CLERK OF COURT
Date:

Civil Action No.

PROOF OF SERVICE

on (date)
; or
on (date)

, who is

on (date)
; or
; or
Other (specify):
.
My fees are $
for travel and $
Date:
Servers signature
Servers address
Print
Save As...
Reset


for the
__________ District of __________

Plaintiff
v.
Defendant
)
)
)
)
)
)
)
Civil Action No.


Eagle, CO 81631

Vancouver, WA 98663
CLERK OF COURT
Date:

Civil Action No.

PROOF OF SERVICE

on (date)
; or
on (date)

, who is

on (date)
; or
; or
Other (specify):
.
My fees are $
for travel and $
Date:
Servers signature
Servers address
Print
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Wellons Says They Were Stiffed

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Case 1:15-cv-01252-RBJ Document 1 Filed 06/12/15 USDC Colorado Page 1 of 15

IN THE UNITED STATES DISTRICT COURT

Case 1:15-cv-01252-RBJ Document 1 Filed 06/12/15 USDC Colorado Page 2 of 15

Defendant Evergreen Clean Energy Corporation (ECEC) is a corporation,

Defendant Clearwater Ventures, LLC (Clearwater) is a Utah limited liability

Defendant United States of America Rural Utility Service ("RUS") is a

Its principal place of business is 1400 Independence Avenue, SW,

Washington, D.C. 20250.

Defendant George Sorenson is an individual. On information and belief, he is a

transferee of fraudulently transferred funds, as alleged infra.

Defendant Wilcox Revocable Trust ("Wilcox") is an entity. On information and

belief, it is a transferee of fraudulently transferred funds, as alleged infra.

Case 1:15-cv-01252-RBJ Document 1 Filed 06/12/15 USDC Colorado Page 3 of 15

On information and believe, it is a transferee of fraudulently transferred funds, as alleged infra.

Jurisdiction is proper under 28 USC 1332 because the matter in controversy

Venue is proper in this Court under 28 USC 1391.

On or about August 8, 2013, plaintiff and EV entered into an Amended and

Plaintiff has fully performed its obligations under the contract.

balance of $11,799,864.24 remains unpaid.

Case 1:15-cv-01252-RBJ Document 1 Filed 06/12/15 USDC Colorado Page 4 of 15

In addition, ECEC is liable to plaintiff for the principal balance owing of

amounts owing to plaintiff.

Plaintiff fully performed its obligations under the EPC.

Case 1:15-cv-01252-RBJ Document 1 Filed 06/12/15 USDC Colorado Page 5 of 15

The Note is a valid and binding obligation of ECEC.

Case 1:15-cv-01252-RBJ Document 1 Filed 06/12/15 USDC Colorado Page 6 of 15

improvements for which plaintiff provided labor and materials.

On or about October 9, 2014, plaintiff sent a Notice of Intent to File a Lien

of the Notice of Intent to those parties.

Eagle County, Colorado, under number 20147905.

Case 1:15-cv-01252-RBJ Document 1 Filed 06/12/15 USDC Colorado Page 7 of 15

Plaintiff is entitled to foreclose on the Amended Lien to enforce its judgment

against EV in this action.

the development of the Property and the Project.

Clearwater and EV have received a benefit at plaintiffs expense and it would be

Clearwater and EV have been unjustly enriched in an amount to be determined at

Case 1:15-cv-01252-RBJ Document 1 Filed 06/12/15 USDC Colorado Page 8 of 15

owed substantial funds pursuant to the EPC.

At that time, plaintiff was an existing Creditor of EV under the Uniform

Each of the transferees was an insider of EVs, as defined in the UFTA.

EV was insolvent as of the date of the transfers.

Alternatively, EV was engaged in a business or transaction for which its remaining

creditors, including plaintiff.

EV received no consideration in exchange for the transfers.

Case 1:15-cv-01252-RBJ Document 1 Filed 06/12/15 USDC Colorado Page 9 of 15

EV did not receive reasonably equivalent value for the transfers.

EVs ability to pay as they matured.

38-8-105 and or 38-8-106.

being available to pay EVs obligations to plaintiff under the EPC.

Defendants agreed on a course of action to accomplish that result. The course of

Plaintiff has been damaged as the proximate result of defendants conspiratorial

fraudulent transfers in an amount to be determined at trial.

Case 1:15-cv-01252-RBJ Document 1 Filed 06/12/15 USDC Colorado Page 10 of 15

Clearwater and EV, jointly and severally, in an amount to be determined at trial.

Case 1:15-cv-01252-RBJ Document 1 Filed 06/12/15 USDC Colorado Page 11 of 15

DATED this 12th day of June, 2015.

Case 1:15-cv-01252-RBJ Document 1 Filed 06/12/15 USDC Colorado Page 12 of 15

Case 1:15-cv-01252-RBJ Document 1 Filed 06/12/15 USDC Colorado Page 13 of 15

Recorded at the request of:

AMENDED LIEN STATEMENT

Robert Moore, Chief Financial Officer

Case 1:15-cv-01252-RBJ Document 1 Filed 06/12/15 USDC Colorado Page 14 of 15

Subscribed and sworn to before me

District of

District of