Professional Documents
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ANS
MARK WRA Y , #4425 SCANNED
LA W OFFICES OF MARK WR Y
608 Lander Street
Reno , Nevada 89509
(775) 348- 8877
(775) 348- 8351 fax
Attorneys for Defendants
DISTRICT COURT
CLAR COUNTY , NEVADA
corv NOW Defendants Power Station, LLC, a Nevada limited liabilty company
Power Station ), TIle Maurss Company, a California corporation (" TMC" ), and Henry
Mauriss, as President of TMC and as an individual ("Mauriss ), and for their answer to the
complaint of George Mattew Buscher (" Buscher ) on fie herein, admit, den.y and allege as
follows:
Admit the allegations of paragraphs 1- 10.
Answerig paragraphs 11- , admit that that par of the job responsibilties of
each manager and officer are described in these par.agraphs , affrmatively allege each person had
additional duties, and deny each and every other allegation contained therein.
12/08/2007 12: 33 7753488351 LAW OFFICE MARK WRAY PAGE 02
Answering paragraphs 20- 22, admit that the board issued the order, affnllatively
allege the order was directed to Power Station, Buscher , Maurss , and Douglas Rucker
a'fnnativelyallege the bracketed material is not part of the order , affiunatively allege that the
findings in the order are disputed , and deny each and every other allegation contained therein.
Answering paragraphs 23- , admit the deparment issued. the order , affrmatively
allege thc order was directed to Power Station, affinnatively allege that the findings in the order
are disputed , and deny each and every other allegation contained therein.
Answering paragraphs 25- , admit Mauriss sent the letter , affirmatively allege
that the order speaks for itself, and deny each and every other allegation contained therein.
Anwering paragraph 27, affinnatively allege that the document is produced by
Power Station and includes infoITation from Buscher, allege that the document speaks for itself.
and deny each and every other allegation contained therein.
Deny the allegations of paragraphs 28- 34.
Answering paragraph 35, admit that payroll taxes are owed in som.e amount and
deny each and every other allegation contained therein.
10. Deny the allegations of paragraphs 36- 49.
FIRST AFFIRMATIVE DEFENSE
Each purported claim for relief is barred by the Power Station operating agreement.
SECOND AFFIRATIVE DEFENSE
Each purorted claim for reHef is bared by consent.
THIR AFFIRMATIVE DEFENSE
Each purported clai is barred by fraud.
FOURTH AFFIRTIVE DEFENSE
Each purorted claim for reHefi contrary to the provisions of Nevada limited liabiUty
company law.
12/08/2007 12: 33 7753488351 LAW OFFICE MARK WRAY PAGE 03
COUNTERCLAIMS
As and for their counterclaims against Buscher and Roes 1- , and each of them
defendants allege:
Power Station is, and at all times herein of relevance has been , a limited liabilty
company duly organized and existing under the laws of the State of Nevada, with at least 164
members.
TMC is , and at all relevant times has been , a Californa corporation and prcferred
interest holdcr in Power Station.
Mauriss js, and at all times relcvant herein has been, a manager and offcer of
Power Station and a principal of TMC.
12/08/2007 12: 33 7753488351 LAW OFFICE MARK WRAY PAGE 04
Buscher was acting as a manager of Power Station until he recently abandoned his
duties and filed this lawsuit , wrongfuly and for ulterior puroses seeking the involuntary
dissolution. aud liquidation of the company.
The tre names and capacities of Roes 1- , whether individual , corporate
associate , or otherwse , are unknown to defendants at this time. who therefore sue such paries b
such fictitious names. Defendants will seek leave to amend this complaint to show their tre
names and capacities when the same have been ascertained.
Defendants are infouned and believe , and based thereon allege, that at all times
relevant herein , Buscher and Roes 1- , and each of them , were the agents, employees,
representatives , parners , joint ventuers and co-conspirators of each other , and were acting the
scope, course and purpose of such agency, employment, representation , partership, joint
venture a.nd conspiracy, and with the knowledge, approval , consent and ratification of each other,
in causing the injuries and damages to defendants alleged herein. On information and belief,
B~1.cher and Roes 1- 10 each are respol1siblein some 1J1, almer for the acts, omissions or
11. As a direct and proximate result of Buscher s materjal breaches, defendants have
been damaged in an amount to be ascertained according to proof but which is in excess of
$10 000 , including attorneys fees as damages.
15. Buscher owes fiduciar duties to defendants, and to the other members of Power
Station , including, but not limited to, duties of loyalty, honesty and disclosure.
16. Defendants a.r.e jnformed and belief that Buscher has breached bis fiduciary duties
in acting to divert the business and opportties of Power Station to his own use and benefit.
17. Buscher has breached all of his fi.duciar duties to the members of Power Station
including defendants , in abandoning his duties , in acting to advance his own inter.ests instead of
the interests of the company, and in seeking to cause damage and injury to Power Station and its
business.
18. As a direct and proximate result of the breaches of fiduciary duty, defendants
have been damaged in an amount to be ascertined according to proof but which is in excess of
$10 000 , including attorneys fees as damages.
19. Defendants are entitled to extraordinary relief including by injunction to prevent
furher breaches of fiduciar duties by Buscher.
20. Buscher s breaches of fiduciary duties are oppressive, fraudulent. and malicious,
done with the intent to cause injury to defendants , a11djustify an award of puntive damages.
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and concealing his acts to ca.use damage and injur to the company, and con.cealing his efforts to
undennine the business of the company and force its failure and involunta dissolution.
24. As a diect and proximate result of the constrctive fraud , defendants have been
damaged in an amount to be ascertained according to proof but which is in excess of $10, 000,
including attorneys fees as damages.
25. Defendants are entitled to extraordinar relief including by injunction to prevent
fuher constrctive fraud by Buscher.
26. Buscher s fraud is oppressive , fraudulent, and malicious , done with the intent to
cause injur to defendants , and justify an award of puntive damages.
FOUR H ' CLAIM FOR RELIEF
(Declartory Relief)
27. Defendants incorporate the allegations of paragraphs 1- 26 of ths countcrclaim by
represent the company; that Buscher has no further right to act on behalf of the members; and
that in the event of dissolution and recejvership defendants as members and preferred interest
holders have priority both in assets of the company and jn liquidation.
29. Defendants are entitled to extraordhlary relief, including by injunction , to enforce
their rights.
30. TIle cour should enter a declaratory decree and judgment as to the disputed rights
of the parties.
WHREFORE, defendants request:
Damages in a sum in excess of $1 0, 000, includig attorneys fees as damages , to
be shown according to proof;
Punitive damages;
Injunctive relief;
Attomeys fees;
Costs; and
All other appropriate relief.
MA WRA Y, #4
LAW OFFICES OF WRY
608 Lander Street
Reno, Nevada 89509
(775) 348- 8877
(775) 348- 8351 fax
Attorneys for Defendants
12/08/2007 12: 33 7753488351 LAW OFFICE MARK WRAY PAGE 08
CERTIFICATE OF SERVICE
The undersigned employee of the Law Offces of Mark Wray certifies that a tre copy of
the foregoing document was served on December 8, 2007 on the interested pares by the
following methods:
Via facsjrnile transmission to:
(702) 369- 2666
Lee Iglody
Gordon & Silver, Ltd.
3970 Howard H ghes Parkway, 9 Floor
Las Vegas, NV 89169
Via sealing a tre copy in an envelope with first class postage prepaid thereon and
depositing in the U.S. Mail at Reno , Nevada addressed to:
Lee 19lody
Gordon & Silver , Ltd.
3970 Howard Hughes Parkway, 9 Floor
Las Vegas, NV 89169
MARK WRA Y
12/08/2007 12: 33 7753488351 LAW OFFICE MARK WRAY PAGE 09
DISTRICT COURT
CLAR COUNY , NEVADA
AFFIRMATION
Pursuant to NRS 239B. 030
The undersigned does hereby affum, that the preceding d.ocument does not contain the