Municipal Review Committee v. USA Energy Group, LLC

• Court: Superior Court of Maine
• Decided: July 19, 2016
• Docket: CUMbcd-cv-15-22
• Status: Unpublished

Opinion

STATE OF MAINE BUSINESS AND CONSUMER COURT

Cumberland, ss.

MUNICIPAL REVIEW COMMITTEE, CITY OF WATERVILLE, TOWN OF BAR HARBOR, TOWN OF FAIRFIELD, TOWN OF MOUNT DESERT and TOWN OF ORONO

Plaintiffs

v. Docket No. BCD-CV-15-22 /

USA ENERGY GROUP, LLC

Defendant

PERC HOLDINGS, LLC and PENOBSCOT ENERGY RECOVERY COMPANY, LP

Parties-in-interest

ORDER ON DEFENDANT'S MOTION FOR PARTIAL SUMMARY JUDGMENT

Defendant USA Energy Group, LLC (USAE) has filed a Motion for Partial Summary

Judgment on the Amended Complaint filed against it by Plaintiff Municipal Review Committee,

Inc. (MRC) and five municipalities that are members of the MRC. Plaintiffs oppose the

Motion, and USAE has filed a reply memorandum. Oral argument was held July 11, 2016.

Plaintiffs' Amended Complaint contains nine counts:

Count I for declaratory judgment as to all Plaintiffs

Count II for breach of duty of loyalty as to the municipal Plaintiffs

Count III for breach of duty of care as to the municipal Plaintiffs

Count IV for breach of duty of good faith as to the municipal Plaintiffs

Count V for breach of the duty of fair dealing as to the municipal Plaintiffs

Count VI for breach of fiduciary duty as to the municipal Plaintiffs

Count VII for breach of contract as to all Plaintiffs

I . Count VIII for tortious interference as to all Plaintiffs

Count IX for injunctive relief as to the municipal Plaintiffs

The prayer for relief contained in the last paragraph of the Defendant's Motion for Partial

Summary Judgment indicates that Defendant "requests this Court to enter summary judgment on

all counts in Plaintiffl:s'] Complaint," but as Plaintiffs point out, the Motion briefs only the

Plaintiffs' claims in Counts II and IV through VIII, omitting Counts I, III and IX.

Background

The pertinent factual background was partly set forth in this court's June 3, 2015 Order

on Defendant's Motion to Dismiss. Essentially, Party-in-interest Penobscot Energy Recovery

Company, LP ("the LP") is a Maine limited partnership formed for the purpose of owning and

operating a 25.3 megawatt refuse-derived fuel waste-to-energy facility in Orrington, Maine.

The limited partnership agreement is memorialized currently in the Fifth Amended and

Restated Agreement of Limited Partnership of Penobscot Energy Recovery Company, Limited

Partnership ["the Agreement"]. Plaintiff MRC is a named party and signatory to the

Agreement. See Agreement at 1, 43 .

The general partner of the LP is Defendant USAE, a Minnesota limited liability

company. Plaintiff MRC is a "regional association" created by a number of municipalities in

Maine to serve as their agent for purposes of their ownership of the Orrington waste-to-energy

facility. See 38 M.R.S. §1303-C(24) (definition of "regional association" as "a nonprofit

corporation that consists exclusively of municipalities and is organized under Title 13, chapter

81 or Title 13-B, for the purpose, among other permissible purposes, of owning, constructing

or operating a solid waste disposal facility"); id.§ 1304-B(5-A) (defining purpose and powers of

regional associations).

2 MRC does not itself own any interest in the LP. The Agreement defines USAE as

owner of 100% of the "general partner interests" and 47.48068% of the "limited partner

interests" of the LP; PERC Holdings as owner of 26.99792% of the limited partner interests,

and a group of municipalities defined in the Agreement as "Equity Charter Municipalities"

(ECMs) as owning the remaining 25.52140% of the limited partner interests. The Agreement

indicates that MRC was formed by the ECMs "to assist them in their dealings with the

Partnership [and to serve] for certain purposes as agent for all Equity Charter Municipalities."

Agreement ~ 1.34, at 5. The ECMs include the five Plaintiff municipalities, which were joined

after the action was filed to cure an issue as to MRC's standing to assert the claims that were

set forth in MRC's complaint.

MRC and the municipal Plaintiffs charge that USAE has violated its obligations as

general partner under the Agreement by using partnership resources to pay legal and lobbying

expenses related to USAE's efforts to promote legislation referred to in the Amended

Complaint and the summary judgment record as LD 1483. Plaintiffs assert that LD 1483 was

inconsistent with the "economic interests" of the LP, and that USAE promoted the legislation

without the consent and over the objections of MRC and/or the ECMs. They argue that

USAE has wrongly applied and sought to apply resources of the LP to defray the expense of

promoting LD 1483.

The Plaintiffs' six counts m Counts II through VII assert that the Agreement and

applicable law imposed various duties upon USAE, and that USAE breached its contractual,

legal and fiduciary obligations to the Plaintiffs by failing to obtain MRC's permission to

advocate for LD 1483 and by applying LP assets toward the cost of lobbying for L.D. 148.3. In

a tortious interference count, Plaintiffs also accuse USAE of interfering with MRC's

relationships with its member ECMs.

3 USAE has filed an amended counterclaim for declaratory relief and for money damages

against MRC. Essentially, USAE's amended counterclaim asserts that LD 1483 would indeed

have been consistent with the LP's interests and of economic benefit, and charges MRC with

wrongfully opposing the legislation and interfering with USAE's activities.

Standard of Review

Summary judgment is appropriate if, based on the parties' statements of material fact

and the cited record, there is no genuine issue of material fact and the moving party is entitled

to judgment as a matter of law. M.R. Civ. P. 56(c); Dyer v. Dep't ofTransp., 2008 ME 106, ~ 14,

951 A:2d 821. "A material fact is one that can affect the outcome of the case. A genuine issue of

material fact exists when the [fact finder] must choose between competing versions of the

truth." Dyer, 2008 ME 106, ~ 14, 951 A.2d 821 (internal citation and quotation marks

omitted). When deciding a motion for summary judgment, the court reviews the evidence in

the light most favorable to the non-moving party. Id.

Analysis

1. Counts II throug:h VII: breach of duty of loyalty; breach of duty of care; breach of duty of good faith; breach of the duty of fair dealing; breach of fiduciruy duty; breach of contract

Counts II through VII all assert breaches of duty arising out of the contract or out of the

relationship between USAE and the Plaintiffs. In the court's view, the contract as well as the

fact that USAE is the general partner of the LP does mean that USAE owed the Plaintiff

municipalities and/or MRC the various contractual, fiduciary and legal duties alleged in Counts

II and IV through VII. Count III of the Amended Complaint appears to be a negligence claim,

inasmuch as it refers to USAE's duty of care to Plaintiffs, and it may be problematic in light of

the economic loss doctrine, because Plaintiffs' claimed damages do not involve personal injury

or physical damage to property. However, because this issue was not addressed in the

4 Defendant's Motion for Partial Summary Judgment, the viability of Count III will be addressed

at a later time.

With regard to breach of the various contractual and legal duties alleged in Counts II

through VII, the summary judgment record does establish the following genuine issues as to the

following material facts:

• whether LD 1483 was indeed contrary to the interests of the LP, or at least was not

relevant to the interests of the LP

• whether USAE violated any duty by lobbying for the passage of LD 1483?

• whether USAE violated any duty by using LP assets to fund its lobbying effort for LD

1483?

• whether USAE's lobbying effort for passage of LD 1483 caused Plaintiffs any harm or

loss?

Because these facts are material and because Plaintiffs have shown that they are

genuinely in dispute, USAE' s Motion for Partial Summary Judgment will be denied as to Counts

II through VII.

2. Count VIII: tortious interference as to all Plaintiffs

Count VIII of the Amended Complaint asserts that USAE committed the tort of

tortious interference by going around MRC and attempting to induce the ECMs to support

USAE's lobbying effort in favor of LD 1483. The independent cause of action known as

tortious interference requires proof of interference with a contract or expectancy by means of

fraud or intimidation or both. See MacKerron v. Madura, 445 A.2d 680, 683 (Me. 1982) (citing

Perkins v. Pendleton, 90 Me. 166, 176, 38 A.96, 99 ( 1897).

The summary judgment record reveals two problems with the Plaintiffs' claim. First,

they have not made a prima facie showing that USAE used fraud or intimidation in trying to

5 convince the ECMs to support LD 1483. The second and equally important problem is that the

Plaintiffs have not shown that they sustained any loss or damage as a result of the alleged

interference-LD 148.3 was never enacted into law. At oral argument, Plaintiffs' counsel

argued that Plaintiffs' damages consist of the LP funds that USAE used to help fund USAE's

lobbying effort in support of LD 148.3. However, USAE's alleged misuse of LP funds did not

result from USAE's alleged contact with the ECMs. Plaintiffs have therefore failed to make a

prima facie showing that the alleged interference caused them any cognizable loss or damage.

Accordingly, USAE is entitled to summary judgment on Count VIII of the Amended

Complaint.

Conclusion

IT IS ORDERED:

(1) Defendant USAE's Motion for Partial Summary Judgment is denied as to Count II

Counts IV through VII of the Amended Complaint, and is granted as to Count VIII of the

Amended Complaint.

(2) Defendant USAE is granted summary judgment on Count VIII. Counts I through

VII and IX remain unresolved in the case.

Pursuant to M.R. Civ. P. 79(a), the Clerk is hereby directed to incorporate this Order by .,.,.·7 ~14~ ··--·­ ,- -· ,... h ~ ~ reference in the docket.

Dated July 19, 2016 //Ji//;}/;// // lz Z/!;/&(/t// A. M. Horton Justice

Entered on the Docket I,,.. ~0--L V Copies sent via Mail_ Electronically;?'

6 STATE OF MAINE BUSINESS AND CONSUMER COURT

MUNICIPAL REVIEW COMMITTEE

Plaintiff

v. Docket No. BCD-CV-15-22 ./

ORDER ON DEFENDANT'S MOTION TO DISMISS

Defendant USA Energy Group, LLC (USAE) has filed a Motion to Dismiss the

Complaint filed against it by Plaintiff Municipal Review Committee, Inc. (MRC). MRC

opposes the Motion, and USAE has filed a reply memorandum. Oral argument was held June

1, 2015.

Party-in-interest Penobscot Energy Recovery Company, LP ("the LP") is a Maine

limited partnership formed for the purpose of owning and operating a 25.S megawatt refuse-

derived fuel waste-to-energy facility in Orrington, Maine. The limited partnership agreement

is memorialized currently in the Fifth Amended and Restated Agreement of Limited

Partnership of Penobscot Energy Recovery Company, Limited Partnership ["the Agreement"], attached to the Complaint in this case as Exhibit A. 1 Plaintiff MRC is a named party and

signatory to the Agreement. See Agreement at 1, 43.

The general partner of the LP is Defendant USAE, a Minnesota limited liability

company. The preamble to the Agreement identifies the limited partners of the LP as being

party-in-interest PERC Holdings, LLC, also a Minnesota limited liability company, and

Plaintiff MRC. However, as discussed in detail below, the Agreement does not define the term

"limited partner" to include MRC, in contradiction to the preamble. See Anarysis 1. MRC's

Standing, infra at 6.

PlaintiffMRC is a "regional association" created by a number of municipalities in Maine

to serve as their agent for purposes of their ownership of the Orrington waste-to-energy

facility. See 38 M.R.S. §1303-C(24) (definition of "regional association" as "a nonprofit

corporation that consists exclusively of municipalities and is organized under Title 13, chapter

81 or Title 13-B, for the purpose, among other permissible purposes, of owning, constructing

or operating a solid waste disposal facility"); id.§ 1304-B(5-A) (defining purpose and powers of

MRC does not itself own any interest in the LP. The Agreement defines USAE as

owner of 100% of the "general partner interests" and 47.48068% of the "limited partner

interests" of the LP; PERC Holdings as owner of 26.99792% of the limited partner interests,

and a group of municipalities defined in the Agreement as "Equity Charter Municipalities"

(ECMs) as owning the remaining 25.52140% of the limited partner interests. Agreement at I.

The Agreement indicates that MRC was formed by the ECMs "to assist them in their dealings

I Because MRC and USAE agree that the attached Agreement reflects their relationship as it bears on

the Motion to Dismiss, the court in this Order will consider the Agreement without converting the Motion into a motion for summary judgment. See Moody v. State Liquor and Lottery Commission, 2004 ME 20, ~ IO, 843 A.2d 43, 48 ("official public documents, documents that are central to the plaintiffs claim, and documents referred to in the complaint [can be considered] without converting a motion to dismiss into a motion for a summary judgment when the authenticity of such documents is not challenged").

2 with the Partnership [and to serve] for certain purposes as agent for all Equity Charter

Municipalities." Agreement ~ U34, at 5.

The case was originally filed in the Superior Court for Hancock County, then removed

to the United States District Court for the District of Maine, then remanded to state court,

then transferred to the Business and Consumer Court.

MRC's nine-count complaint seeks declaratory and injunctive relief, as well as money

damages. It charges that, beginning in 201.3 and continuing to the present, USAE has violated

its obligations as general partner under the Agreement by using partnership resources to pay

legal and lobbying expenses related to USAE's efforts to promote legislation referred to in the

Complaint as LD 148.3. The Complaint asserts that LD 148.3 was inconsistent with the

"economic interests" of the LP, and that USAE promoted the legislation without the consent

and over the objections of MRC and/ or the ECMs. The Complaint alleges that USAE has

wrongly applied and sought to apply resources of the LP to defray the expense of promoting

LD 148.3. The Complaint in a tortious interference count also accuses USAE of interfering

with MRC's relationships with its member ECMs

USAE has filed an amended counterclaim for declaratory relief and for money damages

against MRC. Essentially, USAE's amended counterclaim asserts that LD 1483 would indeed

have been consistent with the LP's interests and of economic benefit, and charges MRC with

wrongfully opposing the legislation and interfering with USAE's activities.

USAE's Motion to Dismiss makes two major arguments:

• it asserts that MRC lacks standing to assert derivative claims on behalf of the ECMs and lacks standing in its own right

• it asserts that the Complaint fails to state a valid claim for tortious interference, the only

claim that MRC arguably holds in its own right.

3 Standard of Review

Because it asserts lack of standing and also failure to state a claim, USAE's Motion to

Dismiss arises under two different subsections of Rule 12(b) of the Maine Rules of Civil

Procedure. Motions based on failure to state a claim arise under Rule 12(b)(6), whereas

motions challenging standing, which relates to the court's subject matter jurisdiction, are

cognizable under Rule 12(b)(l). See JP Morgan Chase Bank v. Harp, 2011 ME 5, ~7, 10 A.sci

718, 719; Cloutier v. Turner, 2012 ME 4, ~ 8, 34 A.sd 1146.

The standard applicable to a Rule 12(b)( 1) motion to dismiss for lack of standing is

different than that applicable to a Rule 12(b)(6) motion to dismiss for failure to state a claim.

The favorable inference granted to the pleader under Rule 12(b)(6) is not necessarily accorded

when the issue is one of subject matter jurisdiction: "When a motion to dismiss is based on the

court's lack of subject matter jurisdiction, we make no favorable inferences in favor of the

plaintiff such as we do when reviewing a motion to dismiss for failure to state a claim upon

which relief can be granted. 11 Tomer v. Me. Human Rights Comm'n, 2008 ME 190, ~ 9, 962 A.2d

S.'35, 338.

Moreover, the extent of review is different: whereas review under Rule 12(b)(6) is

usually limited to the four corners of the pleading at issue, review when the motion generates a

Rule 12(b)(1) issue as to subject matter jurisdiction extends to material outside the pleadings

submitted by the parties to the motion. See Davric }!le. Corp. v. Bangor Historic Track, Inc., 2000

ME 102, ~ 6, 751 A.2d 1024, 1028.

1. MRC's Standing

"At a minimum, '[s]tanding to sue means that the party, at the commencement of the

litigation, has sufficient personal stake in the controversy to obtain judicial resolution of that

4 controversy."' Mortgage Elec. Reg. Sys. v. Saunders,_2010 ME 79, 1 7,2 A.sd 289, 29.9-94

(quoting Halfway House Inc., 670 A.2d at 1.979).

USA.E's Motion asserts that MRC lacks standing because all of the claims it purports to

assert in the Complaint are derivative claims that, under the Maine Limited Partnership Act,

may be asserted only by a limited partner, and MRC is not a limited partner. It also argues

that MRC lacks authority in its charter and bylaws to bring the action.

MRC's memorandum in opposition to the USAE Motion to Dismiss asserts that MRC

has standing to sue on the claims set forth in the Complaint based on its status as a party to the

Agreement and also by virtue of its status as agent and attorney in fact for the ECMs. As

MRC argues, the Agreement and the state statute under which MRC was established as a

regional association do confer upon regional associations broad authority to act as agent for

their member municipalities. See S8 M.R.S. § 1.904-B(5-A)(E) (list of functions, "among others,"

that a regional association may be authorized by its bylaws to perform "on behalf of its

members").

USAE responds by noting that, because MRC has no ownership interest in the LP, it

cannot claim to have suffered any money damages as a result of the alleged improper use of LP

resources to pay the expense of promoting LD 148.9. USAE also contends that MRC's status as

agent and holder of a power of attorney for the ECMs does not confer on it standing to sue on

claims that belong to them. It is true that, absent an assignment of claims, MRC's status as

agent and attorney in fact under power of attorney for the ECMs does not in itself give MRS

standing to sue on claims that belong to the ECMs. "The grant of a power of attorney ... is

not the equivalent of an assignment of ownership; and, standing alone, a power of attorney does

not enable the grantee to bring suit in his own name." Advanced Magnetics, Inc. v. Bayfront

Partners Inc., 106 F.sd 11, 17-18 (2d Cir. 1997).

5 On the other hand, MRC's status under the Agreement is not limited to agent and

attorney-in fact for the ECMs. MRC is a named party to the Agreement, albeit as agent and

for the benefit of the ECMs. Due apparently to imprecise drafting, the Agreement defines

MRC's party status in contradictory terms. Compare Agreement at 1 ("USA Energy, PERC

Holdings and the MRC, as limited partners, collectively own 90% of the interests in the

Partnership") with Agreement ~ 1.26, at 4 ('"Limited Partner' means USA Energy, PERC

Holdings and each of the Equity Charter Municipalities or their permitted successors or lawful

assigns"). Whether MRC is indeed a limited partner, or, as seems more likely, the nominee

and agent of the ECMs as beneficial owners for purposes of the Agreement, it plainly is a party

and signatory to the Agreement. See Agreement at 43.

Under basic principles of agency law, an agent who enters into a contract in the agent's

own name on behalf of a principal, who may or may not be disclosed, may sue under the

contract in the agent's own name, for the benefit of the principal. See Vista Co. v. Columbia

Pictures Indus., 725 F. Supp. 1286, 1290 (S.D.N.Y. 1989) (limited partnerships, who negotiated

contracts on behalf of individual partners, entitled to bring action to enforce rights deriving

from such contracts); Mitsui & Co. v. Puerto Rico Water Resources Auth., 528 F. Supp. 768, 776­

779 (D. P.R. 1981) (prime contractor, who entered into agreement on behalf of subcontractor,

entitled to sue even though benefit accrued to subcontractor).

The Maine rule of civil procedure on real parties in interest, which is modeled on the

counterpart federal rule, embraces this very principle: "[A] party with whom or in whose

name a contract has been made for the benefit of another ... may sue in that person's name

without joining the party for whose benefit the action is brought ..." M.R. Civ. P. 17(a); see

Fed. R. Civ. P. 17(a). See also 4-17 Moore's Federal Practice--Civil § 17-10 ("A representative

who enters into a contract for the benefit of a third party is a real party in interest entitled to

6 enforce that contract. The third-party need not be joined even though that person holds the

beneficial interest under the contract. Although such actions are captioned in the real party

representative's name, any recovery accrues to the third-party beneficiary").

Based on MRC's status as a named party and signatory to the Agreement, and

notwithstanding the contradictory provisions defining its status, the court concludes that MRC

has standing, as a named party to the Agreement, to sue in its own name to enforce the

Agreement on behalf of and for the benefit of the ECMs it represents.

USAE's argument that MRC lacks authority in its enabling charter and bylaws to

maintain this action rests on an unduly narrow and constrained reading of the enabling

documents. The ECMs plainly have authorized MRC to act on their behalf in entering into the

Agreement, and the Agreement itself authorizes any party to enforce its terms by means of

proceedings in arbitration, if requested, or in the courts. See Agreement~ 14.12. 2

However, this conclusion does not entirely answer the question raised by USAE's

Motion. Because MRC is not a limited partner, it lacks standing to bring actions that arise

purely under the Maine Limited Partnership Act, see S 1 M.R.S. § 1423 ("A derivative action

may be maintained only by a person that is a partner at the time the action is commenced ...").

Thus, MRC's standing may have to be assessed on a claim-by-claim basis, depending on

whether the claim in question is a direct claim that MRC as a party to the Agreement can

assert, or is a derivative claim that only a limited partner can assert. Some of MRC's claims

may be grounded both in contract and under the Act. For example, a claim that USAE has

failed to comply with the Agreement provisions at Article 6.l(f), defining activities reserved for

decision by the Oversight Committee, of which MRC is a member, is likely MRC's to assert,

~ The arbitration provision at Article 14. lS of the Agreement provides that it may be invoked by any party, but apparently no party has chosen to do so.

7 but a limited partner might also be able to assert such a claim, although the remedies available

to MRC may differ from those available to a limited partner.

2. Direct v. Derivative Claims

USAE's Motion accurately notes that MRC's Complaint is not specific on whether the

claims asserted for breach of the Agreement and breach of USAE's general partner obligations.

However, MRC's opposition clarifies that the claims are intended to be direct claims to enforce

the provisions of the Agreement running to the benefit of MRC on behalf of the ECMs.

The court's impression is that some of the allegations of the Complaint would, if proved

support derivative claims rather than direct claims. For example, the allegation at paragraph

24 of the Complaint that USAE wrongfully diverted about $200,000 of the LP's resources to

itself seems to involve harm to all limited partners, not only the ECMs for which MRC is

acting. On the other hand, it could be argued that, because MRC is a member of the Oversight

Committee, and because the Agreement requires the general partner to obtain approval of the

Oversight Committee for certain expenses, see Agreement

In any event, notwithstanding the liberal rules of notice pleading, USAE is entitled to

require MRC to specify in its pleading, not merely in a memorandum in opposition, whether

MRC's claims on behalf of the ECMs are direct or derivative. Such clarification could have

been sought by means of a motion for more definite statement, but, to spare the parties and the

court another round of motion practice, this Order simply requires MRC to clarify, through an

amended complaint, which of the claims in Counts I through VII of the Complaint are direct

and which are derivative.

As noted above, if MRC identifies a claim as derivative, it may encounter the standing

issue anew, if the claim is one that only a limited partner can bring. In anticipation of exactly

that scenario, MRC's counsel at oral argument indicated that several representative ECMs may

8 be joined as plaintiffs to eliminate any issues of standing. This step, if taken, will potentially

render moot the standing issue, but if USAE disagrees it is free to raise the standing issue again

in a further motion.

S. The Tortious Interference Claim

The issue with respect to the tortious interference claim at Count VIII of the Complaint

1s similar, in that MRC's complaint is unclear as to the precise basis for the claim. The

independent cause of action known as tortious interference requires proof of interference with a

contract or expectancy by means of fraud or intimidation or both. See MacKerron v. Madura,

445 A.2d 680, 683 (Me. 1982) (citing Perkins v. Pendleton, 90 Me. 166, 176, 38 A.96, 99 ( 1897).

Under the rules of notice pleading, and more so when fraud is alleged, see M.R. Civ. P.

9(b) (requirement of specificity in pleading fraud), a claim of tortious interference needs to

indicate which means of interference is being alleged. MRC's memorandum responds that it

should be obvious that intimidation is meant, but its complaint mentions neither intimidation

nor threats, and leaves room for uncertainty about whether fraud or intimidation is meant. As

with the direct/derivative claim issue, material gaps in a pleading need to be filled in through

an amended pleading; explaining the gap in a separate memorandum is not sufficient.

IT TS ORDERED:

(1) Defendant USAE's Motion to Dismiss is denied as to MRC's standing to assert

claims arising from MRC's status as a party to the Agreement, but is granted to the extent that

certain claims and relief sought may be derivative claims and relief that only a limited partner

can assert and obtain, and also to the extent that the current complaint fails to allege the

elements of direct or derivative claims and the elements of the tortious interference claim.

9 (2) Plaintiff MRC is granted leave to file an amended complaint, provided it does so

within 30 days. If any of MRC's member municipalities will be joined as plaintiffs, they may be

named as plaintiffs in the amended complaint without a formal motion to join.

Pursuant to M.R. Civ. P. 79(a), the Clerk is hereby directed to incorporate this Order by

reference in the docket.

Dated June 3, 2015 A. M. Horton Justice

10 Municipal Review Committee v. USA Energy Group, LLC, PERC Holdings, LLC and Penobscot Energy Recovery Company, LP

BCD-CV-2015-22

Counsel: William Devoe, Esq. 80 Exchange St. PO Box 1210 Bangor, ME 04402-1210

USA Energy Group, LLC, PERC Holdings, LLC and Penobscot Energy Recovery Company, LP

Counsel: David Walker, IV Esq. 84 Harlow St. PO Box 1401 Bangor, ME 04402