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1
.
PLAINTIFFS REPLY TO COUNTERCLAIM
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EXTRACTED KEY WORDS
PLAINTIFFS CONSENTS COURT PARAGRAPH GARRETT MUY TAN JOHN GALVIN DEFENDANTS RESPONSE WRITTEN CONSENTS DELIVERY DELAWARE PAUL HEREBY DIRECTORS REGISTERED AGENTS STOCKHOLDERS REFER THEREOF RELIEF ATTORNEYS JUDGEMENT DISMISS PREJUDICE AWARD PLAINTIFFS COSTS FEES COURT DEEMS PROPER |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
WILLIAM GARRETT and SE MUY TAN
Plaintiffs,
:
V. C.A. No. 17789
JOHN GALVIN, PAUL JALBERT,
HOWARD WASHINGTON and PAUL
GOULDING
Defendants,
and
BEACON HILL ASSOCIATES, INC.,
a Delaware corporation,
Nominal Defendant.
PLAINTIFFS' REPLY TO COUNTERCLAIM
Plaintiffs and Counterclaim Defendants Willi am Garrett and Se Muy Tan
(hereinafter, "Plaintiffs"), through their undersigned counsel, hereby respond to the numbered
paragraphs of the Counterclaim of John Galvin as follows:
1. Paragraph 1 of the Counterclaim states a legal conclusion as to which no
response is required.
2. Denied.
3. Denied.
4. The first sentence of Paragraph 4 of the Counterclaim is admitted. The
second sentence of Paragraph 4 of the Counterclaim states a legal conclusion as to which no
response is required.
5. Paragraph 5 of the Counterclaim is denied, except that it is admitted that
Messrs. Galvin, Jal'bert, and Phan previously were directors of the Company.
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2
.
ANSWER
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EXTRACTED KEY WORDS
DIRECTORS TAN DEFENDANTS GARRETT CAMBODIA CONSENTS POWER WRITTEN CONSENTS COUNTERCLAIM GOULDING OFFICERS PLAINTIFF PAUL GOULDING GALVIN DELAWARE WASHINGTON POWER PLANT DELAWARE CORPORATION PARAGRAPH RESIDENT PHAN MEETING COURT NOMINAL DEFENDANT PURPORT BY-LAWS INVALID CONSENTS AGENTS EFFECTIVENESS |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
WILLIAM GARRETT and 1
SE MUY TAN,
;
Plaintiffs,
;
V.
;
JOHN GALVIN, PAUL JALBERT, ) C.A. No. 17789
HOWARD WASHINGTON and PAUL )
GOULDING,
1
Defendants 1
and ;1
BEACON HILL ASSOCIATES, INC., a )
Delaware corporation,
;
Nominal Defendant. )
ANSWER
1. Admitted that this paragraph describes what plaintiffs purport to do in
action.
2. Denied, except that it is admitted that ESeacon Hill Associates, Inc.
Hill") currently is involved in completing the financing necessary to build a power plant in
Cambodia, and that this power plant is the company's primay business venture.
3. Denied, except that it is admitted that William Garrett apparently
in Cambodia and Connecticut and was a director of Beacon Hill from 1994 until either December,
1999 or February, 2000, and was an officer of Beacon Hill from 1994 until December, 1999.
DJHO82O.WPD
CALV00334 1
4. Denied, except it is admitted that Se Muy Tan apparently resides both in
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3
.
COMPLAINT PURSUANT TO 8 DEL. C. SEC 225
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EXTRACTED KEY WORDS
GARRETT TAN DIRECTORS JALBERT MEETING OFFICERS GALVIN DEFENDANTS POWER MESSRS POWER PROJECT PURPORTS PLAINTIFFS STOCKHOLDERS MEETING RESIGNATION CAMBODIA BYLAWS PAUL WASHINGTON RESIDENT BUSINESS AUTHORITY REQUEST HOWARD WASHINGTON WILLIAM GARRETT PAUL GOULDING FINANCING DISPUTE PRESIDENT |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
WILLIAM GARRETT and SE MUY TAN :
Plaintiffs,
:
V. : C.A. No. 1 ?T9+
JOHN GALVIN, PAUL JALBERT,
HOWARD WASHINGTON and PAUL
GOULDING : ."
: : .,
Defendants,
and
BEACON HILL ASSOCIATES, INC.,
a Delaware corporation,
.
Nominal Defendant. :
COMPLAINT PURSUANT TO 8 DEL. C. 6 225
Plaintiffs, by their undersigned attorneys, for their complaint against Defendants,
allege as follows:
NATURE OF ACTION
1. This is an action pursuant to 8 Del. C. 9 225 for a declaration that: (i)
Plaintiffs William Garrett and Se May Tan continue to be directors and officers of Nominal
Defendant Beacon Hill Associates, Inc. ("Beacon Hill" or the "Company"); and (ii) Defendants
John Galvin, Paul Jalbert, Howard Washington, and Paul Goulding are no longer directors or
officers of Beacon Hill.
2. The Company is on the verge of completing the financing necessary to
build a $100 million power plant in Cambodia -- the Company's primary business venture -- but
cannot consummate that transaction as a result of the dispute over who has authority to manage
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