) )
STATE OF MAINE SUPERIOR COURT PENOBSCOT, ss. CIVIL ACTION DKT. NO. CV-14-100 ) TODD BEAULIEU, derivatively ) o/b/o BEAUCAMP, LLC, . ) ) Plaintiff, ) ) v. ) ORDER ) THOMAS CAMPBELL and ) PIXIE CAMPBELL, ) ) Defendants. )
Both parties have filed post judgment motions describing a variety of alleged
errors and omissions contained in the Court's February 21, 2018 Judgment in this case.
Both parties ask the Court to amend that judgment and, additionally, the Campbells
want the Court to now take judicial notice of residential home price statistics. It is not
known why defense counsel did not ask the Court to take judicial notice of these facts at
the time of trial.
A. The Campbells' Motion
Depending on how one computes the tally, the Campbells allege up to 13 errors
in the Court's Judgment. Most have already been raised and rejected. The Court will
place them in the following categories.
1. 27 Green Lake Rd.
The Campbells reiterate arguments they made at the time of trial concerning the
disposition of 27 Green Lake Rd. (27). The Court does not alter its relevant conclusions,
even if it took judicial notice of the offered facts concerning nationwide real estate prices )
at this late date.' The crux of this dispute centers upon the Court's determination that
permitting Beaulieu to move into the property was a Beaucamp LLC decision. In
support of this, the Court found that by moving in, obtaining title, and financing the
LLC' s indebtedness in their own names, the Beaulieus benefited the LLC with lower
borrowing costs. The Court also indicated, based on believable testimony that Beaulieu
had looked into selling the property and had concluded that it would not be
advantageous for the LLC to market it, that the LLC was experiencing difficulty in
selling it. These factors made it advantageous to the LLC for the Beaulieus to move in.
As work progressed on Pine Trail, which was being built with LLC funds on land the
Campbells held personally, it became clear that the finished house would be their
property. Beaulieu continued to work there just as Campbell had continued to work on
27 after the Beaulieus had moved in. Ultimately, the Court's finding that there was tacit
LLC agreement concerning the disposition of the two properties is supported by record
evidence and defeats the Campbells' various arguments based on a contrary view of the
evidence.
The result urged by the Campbells - that.the Beaulieus keep 27 Green Lake Rd.,
remain responsible for the related indebtedness that had been LLC debt, and pay a
large sum to the Campbells - while the Campbells will continue to own the valuable
Pine Trail residence free of any indebtedness - is absolutely unsupported by any
reasonable version of the evidence.
2. The Footnote
It is the Court's recollection that at the beginning of the trial, in response to the
Court's specific question, the parties represented that they would not argue that one
1 It would be preferable to ask the Court to take judicial notice of facts before it makes factual findings so that it
could reflect on all of the facts at one time before making its decision. )
contributed more than the other to the LLC effort. Regardless of the representations and
after considering all of the evidence, the Court makes no findings that one contributed
more than the other.
3. Daley Rd. and South St. Proceeds
Because the Court has found that the corporate books were accurate, it found
that Beaulieu did not receive a disproportionate share from the sale of the Daly Rd. and
South St. properties.
4. The Operating Agreement
The clause concerning membership certificates that the Campbells cite clearly
pertains to contributions at the inception of the LLC only and is irrelevant to the trial
issues of subsequent contribution.
5. Other Accounting Complaints
Again, the Court has accepted the accounting records as accurate, a decision
supported by record evidence. The Court is not going to make additional findings in
this regard.
6. Considering Increased Market Value
Because the Court has found that Beaulieu and Campbell agreed on the
disposition of 27 Green Lake Rd. and Pine Trail, neither was entitled to expected profit
from the transfer of property to the other.
7. Value of and shares in 28 Green Lake Rd.
Because the Court believed that other testimony concerning the value of this
property was inflated, it valued it at $40,000, somewhat less than the price at which it
had been marketed. This value, and the fact that Beaulieu will be awarded this asset, is
to be considered in the winding up equation.
B. Beaulieu's Motion ) )
The Court agrees that it failed to make an explicit finding concerning the claim
for $10,000 that Beaulieu contributed to purchase Pine Trail. Simply put, the Court finds
that the Beaulieus made the expenditure, but the Campbells paid it back.
The Court is hopeful that based on the underlying Judgment and this Order, the actual
winding up can be resolved without further controversy. The court remains responsive
to issues that may arise, however.
The Order is: Motions granted. The content of the Court's Judgment is
altered as described herein, but the disposition expressed in the Judgment
remains unchanged.
Dated: August 3, 2018 WI LIAM ANDERS JUSTICE, SUPERIOR COURT ORDER/JUDGMENT ENTERED IN THE COURT DOCKET ON: <6 - CJ - I '6' (
STATE OF MAINE SUPERIOR COURT PENOBSCOT, SS. CIVIL ACTION DOCKET NO CV-14-100
TODD BEAULIEU and TODD BEAULIEU derivatively o /b / o BEAUCAMP LLC,
Plaintiff, V. JUDGMENT THOMAS CAMPBELL and PIXIE CAMPBELL,
Defendant.
Hearing was held and post-trial briefs filed by June 13, 2017. The plaintiff was
present and represented by Charles Cox, Esq. while the defendants were present and
represented by A.J. Greif, Esq. Plaintiff's complaint is both derivative, in which Mr.
Beaulieu asks the court to require the defendants to pay sums to the LLC and then order
its dissolution, as well as personal, in which he asks the Court to order the defendants
to pay him sums directly. Derivative plaintiff has alleged breach of contract, quantum
meruit, and unjust enrichment; plaintiff Todd Beaulieu personally alleges dissolution,
breach of good faith/ fiduciary duty, breach of operating agreement, quantum meruit,
unjust enrichment, and equitable estoppel. Defendant Thomas Campbell has
counterclaimed against Beaulieu for dissolution, accounting, breach of fiduciary
duty/ good faith, quantum meruit and unjust enrichment.
Background
Todd Beaulieu and Thomas Campbell, who were friends at the time, were
interested in establishing a business in which they purchased properties and either
made improvements to an existing structure or built a residence on the property. Their
goal was to then sell the property at a profit. They set up Beaucamp LLC in 2003 as the
1 , \
business entity through which they would accomplish their real estate development
goals. They adopted an Operating Agreement that established the rules by which
Beaucamp would be operated, provided that all funds were to be deposited into
accounts at the Brewer Federal Credit Union or other banks selected by the members,
and required that the accounting was to be conducted by the accrual method. During
the period of operation of the LLC, Pamela Stetson, who had worked as a bookkeeper
for Beaulieu's furniture business, kept the books. She worked closely with Beaulieu and
had very little contact with Campbell, who now questions the accuracy and legitimacy
of her records.
There was smooth sailing in the beginning of the partnership and they made a
handsome profit on their first project, known as the Daly Rd. project. Subsequent
transactions were much more complicated and have generated most of the issues now
being litigated.
The Court now turns to an analysis of the two most controversial projects, which
the parties referred to as BC2 and BC3. The LLC purchased land at 28 Green Lake Rd.
and land at 27 Green Lake Rd. (BC2), and built a house at 27 Green Lake Rd. in
Beaulieu' s name only that was going to be sold with the hope of making a profit. Both
Campbell and Beaulieu worked on the construction of the house. The LLC had
borrowed approximately $100,000 that was spent on construction costs and in July of
2007, Mr. Beaulieu and his wife obtained a home equity loan in the approximate
amount of $130,000 at a rate that was lower than the rate on the loan to the LLC and
paid off the LLC loan. Most of the remaining loan proceeds went into the Beaucamp
account and Mr. and Ms. Beaulieu made the monthly payments with their personal
funds. The total LLC investment into the project was $121,000 and currently Mr. and
Ms. Beaulieu reside at the property but the circumstances surrounding their decision to
2 (
move into the house are disputed. Beaulieu asserts that they did so with the Campbells'
approval out of economic necessity because the housing market had crashed and they
were unable to sell it. The Campbells assert that they never agreed and that the
Beaulieus unilaterally decided to take over the property. Twenty-eight Green Lake Rd.
remains an LLC asset and the parties dispute its value.
In August of 2007, the Campbells purchased a lakefront lot, the so-called Pine
Trail property, from the estate of Ms. Campbell's mother for $40,000. Beaulieu claims he
now deserves compensation for $10,000 he contributed to the purchase of the lot, while
Campbell asserts that he has already paid that amount back to Beaulieu. According to
Beaulieu, the plan was for the LLC to build a house on the property and sell it for a
profit, the project referred to as BC3. Campbell insists that the parties had intended that
it be the Campbells' property, that Beaucamp would build a house on the property and
that the Campbells would reside there. In the ensuing years Beaulieu and Campbell
built a home on the property with LLC funds and the Campbells eventually moved in
and resided there. At some point during the planning or construction, Campbell
informed Beaulieu that he no longer was interested in developing properties with
Beaulieu. Because BC3 was primarily built with LLC resources, the Campbells did not
have to borrow money to finance its construction. The Beaulieus maintain that after
Campbell decided that the LLC should be dissolved, Todd decided to complete the last
LLC project, BC3, and then wind up operations by dividing LLC assets according to the
Operating Agreement. Campbell insists that the LLC financed the construction of their
house for him in order to offset the gain from the LLC to the Beaulieus for having taken
over 27 Green Lake Rd., and further argue that despite this offset, the LLC or the
Beaulieus owe him an additional sum.
3 During the operation of the LLC, Ms. Stetson established several accounts to
track its business, including Tom's account to track Campbell's LLC debits and credits,
as well as Todd's account to track Beaulieu's LLC debits and credits. She also
established a BC2 account and a BC3 account that listed all expenses related to those
two projects. Finally, she kept a balance sheet which presented all debits and credits
from the various accounts in summary form at a given time.
The defense has argued that the accounts were unreliable and should not be
admitted into evidence, but the Court has admitted them pursuant to the business
records exception to the hearsay rule. After receiving monthly vendor statements, credit
card statements, and bank statements, Mr. Beaulieu would go over them and discern
which expenditures were the responsibility of the LLC and in which account statement
the expenditure should be placed. The fact that Mr. Beaulieu was exclusively involved
in making these determinations does not make them inadmissible; Mr. Campbell could
have been just as involved if he had been interested. Each record was made at or near
the time of the event from information transmitted by someone with knowledge, was
kept in the ordinary course of business, making the record was a regular practice of that
activity, and neither the source of information nor the method of preparation indicates a
lack of trustworthiness.
The Court will now turn to areas of disagreement and resolve them•.
Analysis
1 Throughout the proceedings, neither party argued that one party contributed more time and effort than did the
other. Because of this, the Court's analysis will focus on the relative financial contributions of the parties as well as the benefit conferred upon each party in deciding the issues raised.
4 Ultimately, the Court must focus on issues surrounding dissolution, which is
relief sought by both sides. Dissolution applies here because plaintiffs and defendants
accuse each other of acting in an illegal manner in failing to fulfil their responsibilities
under the Beaucamp LLC Operating agreement. A limited liability company is
dissolved and its activities wound up "on application by a member, the entry of an
order dissolving the limited liability company on the grounds that the members in
control ... have acted, are acting, or will act in a manner that is illegal of fraudulent." 31
M.R.S. § 1595(1)(E).
Before resolving dissolution issues, however, the Court will evaluate the other
causes of action alleged by the parties to determine whether Beaulieu or Campbell is
liable on a particular cause of action to the other personal party or to the LLC. Each is
alleging that the other illegally or improperly profited in conducting LLC activities. In
conducting this analysis, the Court is aware of the provisions of 31 M.R.S. § 1637 (3)(A),
which provide that a derivative action commenced by a member of a closely held
limited liability company may be treated as a direct action brought by the member for
the member's benefit, but this provision is not critical here because Beaulieu has
already separated out his causes of action, distinguishing between those brought by .
him and those brought by the LLC, and a suitable resolution to all claims can be
achieved without relying upon that statute.
A. CLAIMS
1. Breach of Operating Agreement, Count VI (Personally) and Breach of.
Contract, Count I (Derivatively)
The Beaucamp LLC Operating Agreement is a minimalist document that has a
variety of procedural provisions, indicates that the members each have 50% ownership
5 and have contributed equal amounts of money and value to the LLC, and states that
profits are to be distributed by unanimous vote of the members. It does not specify how
the expenses of the LLC are to be divided, how profits are to be divided if the members
disagree on the division of profits, and how a windup should be accomplished.
Because it does not contain provisions directly relevant to the alleged violations here,
there is no breach of contract.
Plaintiff also alleges the existence of an oral contract that the parties then entered
into after Campbell stated that he no longer wanted to engage in LLC activities with
Beaulieu. According to Beaulieu, they agreed that he would inject funds into the LLC
and provide his labor in completing Pine Trail which would become the Campbells'
residence, whereupon they would borrow against the finished house and pay off sums
that would be due Beaulieu and dissolve the LLC. They did not agree upon an amount
to be paid nor a detailed method by which the amount could be established. "There is
no more settled rule of law applicable to actions based on contracts than that an
agreement, in order to be binding, must be sufficiently definite to enable the Court to
determine its exact meaning and fix exactly the legal liability of the parties." Corthell v.
Summit Thread Co., 132 Me. 94, 99 (Me. 1993). Because of the absence of specificity in
this alleged oral contract, it is not enforceable and plaintiff does not prevail on this
count.
2. Breach of Fiduciary Duty, Count V (Personally)
Generally, one member of a closely held limited liability has a fiduciary duty to
the other member(s), although that duty may be limited by written agreement, see 31
M.R.S. § 1521(2)(B), which is not present here.
Plaintiff alleges that defendant Campbell failed "to participate in a decision to
take LLC action on his debt." The claim is based on the allegation that Campbell failed
6 (
to encumber the finished house to obtain money to repay the LLC in an effort to
cooperatively windup operations. The reality is that Campbell did not have an LLC
related fiduciary duty to borrow money and pay a sum to the LLC. There is no such
provision in the operating agreement and the Court knows of no other source of such a
duty. Although Beaulieu requested that Campbell obtain a loan to pay the LLC an
amount that Beaulieu claimed was due, Campbell asserts he never agreed to do so and
maintained he owed nothing to Beaucamp. The fact that Beaulieu wanted Campbell to
borrow money to repay Beaucamp does not imply that his failure to do so breached any
fiduciary duty.
3. Equitable Estoppel, Count IX (Personally)
The Court is not aware that this doctrine can stand as a cause of action because
its use is limited to being interposed as a defense to a claim. See, e.g., Waterville Homes,
Inc. v. Me. Dep't ofTransp., 589 A.2d 455,457 (Me. 1991) ("equitable estoppel provides
one with a shield, it is a departure to suggest it should be turned into a sword .. .It is an
equitable defense"); Grande v. St. Paul Fire & Marine Ins. Co., 436 F.3d 277,279 n.1 (1st Cir.
2006) ("[e]stoppel is not ordinarily viewed as an independent cause of action, but as a
set of rules preventing someone in specified circumstances from altering or contesting a
proposition ... Maine case law is unclear.").
4. Quantum Meruit - (Count II Derivatively), (Count VII Personally)
"In the absence of circumstances indicating otherwise, it is inferred that a person
who requests another to perform services for him or to transfer property to him thereby
bargains to pay therefor." RESTATEMENT OF RESTITUTION§ 107(2)(1937). The
elements of a quantum meruit claim are grounded in implied contract and consist of (1)
labor materials or services rendered by plaintiff to defendant, (2) with the defendant's
consent, (3) under circumstances making it reasonable for plaintiff to expect payment.
7 See Howard & Bowie, P.A. v. Collins, 2000 ME 148, 'l[17. There must be an inference
present that the party rendering services reasonably expected compensation and that
the other party acted so as to justify that expectation. Id.
Here, the LLC rendered materials and services to Campbell with his consent but
the critical issue is whether the materials and services were rendered under
circumstances making it reasonable for plaintiff to expect payment. At the time,
Beaulieu was residing in the residence the LLC had constructed at 27 Green Lake Rd.
and was paying a personal mortgage obtained to pay off the cost of materials and
services incurred by the LLC in its construction. Additionally, he was paying for
materials and contributing his labor for the construction of Campbell's Pine Trail home,
with the goal of the LLC receiving some degree of compensation from Campbell before
it was dissolved. It would be enticing to find that the elements of quantum meruit have
been proved because it was reasonable for Beaulieu to expect some degree of
compensation to the LLC, but it is clear that it was not reasonable to expect a particular
amount since he and Campbell were at odds and not speaking civilly to each other.
Quantum meruit recovery arises when the parties' conduct raises the inference that they
intended to make mutual promises and be bound by them. See In re Armorflite Precision,
Inc., 48 Bankr. 994, 999 (Bankr. D. Me. 1985). Because it is clear to the Court that the
parties were not close to agreeing upon the degree of compensation to the LLC for its
work on Pine Trail, there is no implied contract here and Quantum meruit has not been
proved.
5. Unjust Enrichment-(Count III Derivatively), (Count VIII Personally)
Unjust enrichment is a form of restitution to address certain benefits conferred
without compensation. The elements of the equitable doctrine include (1) that the
plaintiff conferred a benefit upon the defendant; (2) that the defendant appreciated or
8 had knowledge of the benefit; and (3) that the defendant's acceptance or retention of
the benefit was under such circumstances as to make it inequitable for defendant to
retain the benefit without payment for its value. The measure of damages is the value of
the benefit conferred. Bowden v. Grindle, 651 A.2d 347, 350 (Me. 1994).
Here, the LLC, based primarily on the contributions and labor of Beaulieu,
conferred a benefit upon the Campbells. Whether or not the Pine Trail project was ever
an LLC project or ever intended to become an LLC property, the LLC provided
materials and paid for services used in construction of what has become the Campbells'
home. It is clear that Beaulieu thought he was putting his money into an LLC project
and that at some time he continued to contribute even though he was aware the
Campbells would be retaining the property, but believed that ultimately the relative
contributions of the two would be reconciled upon the dissolution of the LLC. The
Campbells happily received the benefit. Finally, it would be inequitable, vis-a-vis the
LLC, for the Campbells to retain the benefit because ultimately they would be
retaining ownership of the real estate and home without any corresponding benefit to
Beaucamp.' Based on these findings, and accepting the validity of the Stetson accounts, the
Court finds that the Campbells were unjustly enriched in the amount of $98,970. The
Court finds that the amount should not be increased by interest due to Beaulieu because
he made capital contributions to the LLC in conferring this benefit and historically
2 It could be argued that the Court should consider the relative contributions of Beaulieu and Campbell to the LLC in
deciding whether the retention of the benefit here was inequitable. Obviously, if Campbell's previous contributions to the LLC were far greater than Beaulieu's that fact could influence the issue of whether the retention of the benefit was inequitable. In this decision, however, the Court is using a two-step approach -first deciding the claims between the patties, then making an order of dissolution that considers the relative contributions of the parties, including the resolution of the other claims raised in this litigation. An analysis of prior contributions is not being left out, but will be addressed in step 2.
9 (
interest had not been earned on a member's capital contributions, no agreement
provided for it, and most accepted accounting procedures do not require it. There is no
unjust enrichment personally because it was the LLC that was disadvantaged, not
Beaulieu.
Although the issues in this case are complex and confusing, there is one stark
qualitative consideration that supports and demands this result. If it were otherwise,
Campbell would be emerging from this joint enterprise with a fine shorefront home
with no mortgage, while Beaulieu would be emerging with a fine home that was
encumbered to the benefit of the LLC, and remains encumbered.
B. COUNTERCLAIMS
1. Dissolution (Count I) and Accounting (Count II)
The Court will address dissolution issues in the next portion of this Order. As
applied here, asking for an "accounting" is virtually the same as asking the Court to
resolve dissolution issues because "[an] 'accounting' is a well-established restitutionary
remedy, the fundamental objective of which is to prevent a party from being unjustly
enriched by having breached a legal or equitable duty to another. Horton & McGehee,
Maine Civil Remedies§ 8-1 at 199 (4th ed. 2004).
2. Quantum Meruit (Count IV), Unjust Enrichment (Count V)
The Court has already defined the elements of these causes of action.
Concerning quantum meruit, counterclaimant asserts that he supplied labor and
materials for BC2, with Beaulieu's knowledge, reasonably expecting compensation.
With regard to unjust enrichment, Campbell claims that he supplied labor and materials
for BC2 with the agreement that it would be sold, and that Beaulieu moved in and
treated it as his own, instead of selling it. By the time that Beaulieu moved into 27 Green
10 Lake Rd., he had refinanced the loan related to the construction such that he was
personally indebted in the an amount exceeding the $121,000 that the LLC had invested
in the project. Beaulieu also borrowed additional sums that he invested in the LLC,
which were used primarily to fund the construction of Pine Trail, which was to become
the Campbells' primary residence.
Deciding these causes of action hinges on one's perception of the underlying
transactions. If the focus in evaluating BC2 is on the potential profit lost to the LLC by
Beaulieu' s action of taking control of 27 Green Lake Rd., then it could be argued that
although Beaulieu -not the LLC- was personally liable for the debt related to that
project, Campbell was denied the opportunity to enjoy the fruits of his labor in the form
of any profit from its sale. If permitting Beaulieu to move into the property were a
Beaucamp LLC decision, however, then the issue is resolved by throwing the finances
of BC2 into the mix of debits and credits to be considered in the dissolution of the LLC,
and lost profit opportunity would not be considered. To decide which approach -pure
dollars and cents vs. lost potential profit - should be taken, the Court will comment on
Beaucamp LLC decision making.
The Beaucamp LLC operating agreement provides that "No member shall have
the authority to do any act, without the prior consent of the other members, that would
be detrimental to the interest of the company." Art. V Operating Agreement Beaucamp
LLC. Generally Beaulieu and Campbell reached overt agreement on decisions related
to LLC operations, with two important exceptions that are the prime sources of this
litigation. The Court views these two important critical decisions as having very similar
features and they are fundamental to both the BC2 and BC3 projects. When Beaulieu
moved into 27 Green Lake Rd., Campbell acquiesced in the move but may not have
been happy about it. In many ways, however, it made sense. Beaulieu was personally
11 responsible for the related indebtedness, the deed was in his name, and the LLC was
experiencing difficulty in selling it. Additionally, the Beaulieus moved in out of
necessity and the decision to remain and keep it as their own came after it was clear that
Pine Trail would become the Campbell's property. Campbell demonstrated his
acquiescence in the decision by continuing to finish the house with Beaulieu, and by
jointly working on Pine Trail. He did not explicitly object to the move and did not
commence legal proceedings to prevent it. Similarly, Beaulieu clearly conceived of the
Pine Trail project as an LLC project but acquiesced in, and eventually agreed, that it
would become the Campbells' property. Neither member vetoed the decision of the
other member in these two instances and each decision was implemented as a result of
the inaction of the other.
Under these circumstances there was tacit LLC agreement that Beaulieu would
move into 27 Green Lake Rd. and that the Campbell would move into Pine Trail.
Because of this, the value lost to Campbell by Beaulieu's "take over" of BC2 did not
include lost profit.
3. Breach of Fiduciary Duty (Count III)
According to 31 M.R.S. § 1559(1), LLC members are required to discharge their
duties in good faith with a view to the interests of the limited liability company and of
the members. Counterclaimant asserts that Beaulieu breached this duty by taking
possession of 27 Green Lake Rd. without paying expected profits to Campbell and by
not paying fair rental to Beaucamp LLC. Because the Court has already found that
Beaulieu took possession of the property with the tacit approval of Campbell, he did
not breach a duty of good faith.
C. DISSOLUTION
12 1. Count IV and Counterclaim Count I
The Court agrees with both parties that the it should.enter an order of
dissolution under 31 M.R.S. § 1595. Not only is it not reasonably practical for Beaucamp
to carry on its activities, but each is alleging that the other is acting in a fraudulent or
illegal manner. The Court must then turn to 31 M.R.S. § 1601 to determine how the
company's assets must be applied. As applied here, after paying creditors, any surplus
is paid to the members "in proportions in which the owners of transferable interests
share in distributions prior to dissolution." 31 M.R.S. § 1601(2)(B). If the LLC does not
have sufficient surplus to accomplish this, any surplus must be distributed among the
owners of transferable interests in proportion to the value of their respective
unreturned contributions.
With these requirements in mind, the Court enters the following Order
dissolving Beaucamp LLC. :
1. In winding up the LLC, it shall be considered that Mr. Campbell owes the LLC
the sum of $98,970.
2. Rather than wait for a sale of 28 Green Lake Rd., a sale that would involve two
people who have great animosity against each other, it shall be distributed to
Beaulieu. The Court finds that its value at the time of hearing was $40,000 and in
computing any amount due to Beaulieu in the winding up, this value to him
should be used.
3. Mr. Beaulieu shall be responsible for implementing the actual winding up of the
LLC, including paying any remaining third party creditors and filing any
required tax returns.
4. The Court accepts the accounting that Beaulieu's contributions equal $102,845
while Campbell's equal $205. Any Beaucamp LLC surplus shall be paid to these
13 two members in those proportions. Ultimately, the amount that Campbell must
pay Beaulieu, computed under the terms of this Order, shall be entered as a
Judgment of this Court.
5. Mr. Campbell can raise objections to Mr. Beaulieu's actions in winding up
Beaucamp LLC in conformity with this order by filing the objection with this
Court, which shall maintain continuing authority to supervise the dissolution.
6. Neither party is ordered to pay the attorney fees of the other. Although the
parties had disparate views on how the LLC should be dissolved, each believed
in the position taken and neither acted in bad faith.
The Entry is:
Judgment for the Plaintiff on Counts III and N of the Complaint and for the
Counterclaim Plaintiff on Count I of the Counterclaims. Judgment for the
Defendant on all Remaining Counts and for the Counterclaim Defendant on all
Remaining Counterclaims. The Parties are ORDERED to comply with the Court's
Wind Up Order Herein.
Dated: February 21, 2018
ORDER/JUDGMENT ENTER~D COURT DOCKET ON: l d, aa (fi THE
14 TODD BEAULIEU OBO BEAUCAMP LLC - PLAINTIFF SUPERIOR COURT 1031 MAIN ROAD PENOBSCOT, ss. HOLDEN ME 04429 Docket No BANSC-CV-2014-00100 Attorney for: TODD BEAULIEU OBO BEAUCAMP LLC CHARLES COX - RETAINED BLOOMER RUSSELL BEAUPAIN DOCKET RECORD PO BOX 1404 175 EXCHANGE STREET, SUITE 200 BANGOR ME 04402-1404
TODD BEAULIEU AMENDED IN PLAINTIFF
Attorney for: TODD BEAULIEU AMENDED IN CHARLES COX - RETAINED BLOOMER RUSSELL BEAUPAIN PO BOX 1404 175 EXCHANGE STREET, SUITE 200 BANGOR ME 04402-1404
vs THOMAS CAMPBELL - DEFENDANT 96 PINE TRAIL DEDHAM ME 04429 Attorney for: THOMAS CAMPBELL ERIK BLACK - RETAINED GILBERT & GREIF 82 COLUMBIA ST PO BOX 2339 BANGOR ME 04402-2339
Attorney for: THOMAS CAMPBELL JULIE FARR - WITHDRAWN 12/15/2016 GILBERT & GREIF 82 COLUMBIA ST PO BOX 2339 BANGOR ME 04402-2339
Attorney for: THOMAS CAMPBELL ARTHUR GREIF RETAINED GILBERT & GREIF 82 COLUMBIA ST PO BOX 2339 BANGOR ME 04402-2339
PIXIE CAMPBELL - DEFENDANT 96 PINE TRAIL DEDHAM ME 04429 Attorney for: PIXIE CAMPBELL ERIK BLACK - RETAINED GILBERT & GREIF 8 2 COLUMBIA ST PO BOX 2339 BANGOR ME 04402-2339
Page 1 of 18 Printed on: 08/09/2018 BANSC-CV-2014-00100 DOCKET RECORD Attorney for: PIXIE CAMPBELL JULIE FARR - WITHDRAWN 12/15/2016 GILBERT & GREIF 82 COLUMBIA ST PO BOX 2339 BANGOR ME 04402-2339
Attorney for: PIXIE CAMPBELL ARTHUR GREIF RETAINED GILBERT & GREIF 82 COLUMBIA ST PO BOX 2339 BANGOR ME 04402-2339
Filing Document: COMPLAINT Minor Case Type: CONTRACT Filing Date: 06/02/2014
Docket Events: 06/04/2014 FILING DOCUMENT - COMPLAINT FILED ON 06/02/2014
06/04/2014 Party(s), TODD BEAULIEU OBO BEAUCAMP LLC ATTORNEY - RETAINED ENTERED ON 06/02/2014 Plaintiff's Attorney: CHARLES COX
06/04/2014 Party(s): TODD BEAULIEU OBO BEAUCAMP LLC MOTION - APPROVAL ATTACH/TRUSTEE PROC FILED WITH AFFIDAVIT ON 06/02/2014 Plaintiff's Attorney: CHARLES COX MOTION FOR PREJUDGMENT ATTACHMENT WITH AFFIDAVIT OF TODD BEAULIEU AND AFFIDAVIT OF PAMELA STETSON
06/04/2014 Party(s), THOMAS CAMPBELL SUMMONS/SERVICE - CIVIL SUMMONS SERVED ON 05/27/2014 THOMAS CAMPBELL BY MADISON CAMPBELL.
06/04/2014 Party(s): THOMAS CAMPBELL SUMMONS/SERVICE - CIVIL SUMMONS FILED ON 06/02/2014 Plaintiff's Attorney: CHARLES COX
06/04/2014 Party(s), PIXIE CAMPBELL SUMMONS/SERVICE - CIVIL SUMMONS SERVED ON 05/27/2014 PIXIE CAMPBELL BY MADISON CAMPBELL
06/04/2014 Party(s), PIXIE CAMPBELL SUMMONS/SERVICE - CIVIL SUMMONS FILED ON 06/02/2014 Plaintiff 1 s Attorney: CHARLES COX
06/12/2014 Party(s): THOMAS CAMPBELL,PIXIE CAMPBELL MOTION - MOTION FOR ENLARGEMENT OF TIME FILED ON 06/11/2014 Defendant's Attorney: ERIK BLACK DEFENDANTS 1 UNOPPOSED MOTION FOR ENLARGMENT OF TIME TO FILE ANSWERS AND AFFIRMATIVE DEFENSES TO PLAINTIFF'S COMPLAINT AND TO RESPOND TO PLAINTIFF 1 S MOTION FOR PRE-JUDGMENT ATTACHMENT UNTIL JULY 10, 2014.
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