On Monday July 28, 2014 Oneida Eye’s Editors went to Chicago to obtain a copy of the July 11, 2014 Brief filed on behalf of the Oneida Tribe of Indians of Wisconsin and Oneida Seven Generations Corporation filed in Cook Co., Illinois.
Unfortunately the court records printing system had been under repair since the previous Friday and we were not able to print a clean copy. We did, however, take photos of the computer screen with a cellphone and have attempted to make the images legible.
Oneida Eye maintains that such documents are NOT in any way ‘confidential’ as has been falsely claimed by departing Business Committee Chair Ed Delgado. Our ability to view them in person and to purchase a copy to be sent to us when the printer system is back up proves that fact.
Instead, Ed Delgado is either continuing to be a lying jerk or is being lied to and continuing to foolishly believe the liar(s). Maybe Ed and others at Norbert Hill Center are simply embarrassed by their own court filings. We do not find the arguments contained in the July 11, 2014 Brief to be persuasive nor credible.
- July 11, 2014 Brief on behalf of OTIW & OSGC, Cook Co. Case No. 2014-L-002768, ACF Leasing, ACF Services & Generation Clean Fuels vs. Green Bay Renewable Energy, Oneida Seven Generations Corp. & Oneida Tribe of Indians of Wisconsin. (may take awhile to load)
We apologize for the poor legibility of portions of the Brief, and will publish a better copy when we obtain one. Below are some excerpts we found interesting.
From page 2:
As detailed below, neither GBRE, nor the actual signatory to the contract, Kevin Cornelius, GBRE’s president, acted as an agent for the Tribe and OSGC with respect to these agreements.
From a footnote on page 2:
OSGC is the sole owner of Oneida Energy, Inc. (“OEI”). OEI, a Wisconsin corporation, is the sole owner of Oneida Energy Blocker Corporation (“OEB”), a Delaware Corporation. OEB is the sole member and owner of GBRE [Green Bay Renewable Energy], a Delaware limited liability company. GBRE was set up as a single asset LLC for purposes of developing the Project.
From page 9:
Plaintiffs have not asserted that the Tribe or OSGC expressly authorized GBRE to bind them to agreements. …As detailed in the Tribe and OSGC’s Motion to Dismiss for Lack of Subject Matter Jurisdiction, the Tribe’s Business Committee – which is the delegated governing authority of the Tribe – had no knowledge of, and did not even see the agreements, until well after they were executed. Hoeft Aff., ¶ 27.
Plaintiffs have also failed to allege…that GBRE’s relationship with the Tribe and/or OSGC gave GBRE implied authority to bind the Tribe and/or OSGC to the agreements. It did not. While the three entities are affiliated, that relationship does not alone, as a matter of law, give rise to an agent-principal relationship; rather “the elements of agency [must be] proved.” Weil, Freiburg & Thomas, P.C., 218 III. App. 3d at 390; see supra 3-4 (interplay between parent company and subsidiary jurisdiction). The Tribe and OSGC did not sign the agreement or authorize GBRE to act on their behalf. Hoeft Aff., ¶¶ 27-29; Keluche Aff., ¶ 9.
In light of the facts above, there is simply no basis for concluding that GBRE was an agent of the Tribe or OSGC when it executed the agreements.
As Oneida Eye readers may recall, we reported how OSGC failed to meet the obligations of its Disclosure Report and omitted any mention of Oneida Energy, Inc. Oneida Energy Blocker Corp., and Green Bay Renewable Energy from their published December 31, 2011 Disclosure Report despite the fact that those companies had already been established by the time that Disclosure Report was issued and the fact that, according to Corporate Report Model of OSGC’s Corporate Charter, OSGC is required to report:
…financial and familial relationships and connections between the Corporation and other entities, as well as members of the Corporation’s Board and key management personnel. Any financial or legal relationship, ownership interest, or any blood kinship within the Corporation and its financial practices and partnerships shall be detailed in a structued and easy to understand format.
Why couldn’t OSGC’s December 31, 2011 Disclosure Report simply have included the information oulined in the Brief’s footnote as cited above? Is this just anouther example of OSGC’s negligence and the lack of any meaningful accountability by the BC?
Some attendees of the July 1, 2013 GTC Meeting may recall that Oneida Eye’s Publisher asked Treasurer Tina Danforth and the rest of the Business Committee point-blank about Green Bay Renewable Energy and was met with silence and vacant stares from the BC.
But the Business Committee should have known exactly how GBRE had been structured based on this January 17, 2012 memorandum from Sovereign Finance to the Oneida Business Committee on the subject of ‘ONEIDA ENERGY FINANCING SUMMARY’ which states:
The purpose of this memorandum is to provide the Business Committee of the Oneida Tribe of Indians of Wisconsin with a summary overview of the financial implications of the capital structure proposed by Sentry Financial in their Term Sheet dated January 2, 2012. Bear in mind that these are financial projections and rely upon the assumptions by management and Alliance Construction, therefore actual results could very [sic] materially from what has been presented here. …
…The table on the following page shows anticipated financial returns to OSGC and Sentry based on the capital structure outlined in the Sentry Team Sheet.
The memo to the BC not only gives detailed ‘Organization Steps’ to develop GBRE, it even contains a organization chart showing the relationships between OSGC, OEI, OEB and GBRE (click image to enlarge):
It was not until the surprise open work meeting held by the BC on July 12, 2013 that Business Committee member & OSGC Liaison Brandon Stevens finally admitted that Oneida Energy Blocker Corp. and GBRE are both 100% owned by OSGC, hence owned by the Tribe.
It was at that same meeting that Chief Counsel Jo Anne House acknowledged that her February 15, 2011 legal opinion had falsely conveyed to General Tribal Council that they would have access to OSGC’s Disclosure Reports.
So the Business Committee and OSGC are contending that they aren’t responsible for the actions of GBRE President Kevin Cornelius who was also CEO of OSGC, whose Board serves at the pleasure of the Business Committee.
Kevin Cornelius was simultaneously CEO of Oneida Energy, Inc. according to page 54 of Wisconsin Economic Development Corp. Contract #SEP-FY10-20265.
Neither OSGC nor the BC have released the names of Oneida Energy Blocker Corp.‘s executives or Board members, but we have to wonder what Cornelius’ role(s) might have been.
Did Kevin Cornelius ‘go rogue’?
Or is the BC & OSGC just throwing him under the bus?
And who is charge of GBRE now? Gene Keluche & Sagestone Mgmt.?
Cornelius is still listed at WDFI.org as the Registered Agent of Oneida Energy, Inc.
Will the incoming Business Committee be as lax about corporate oversight as the current BC?
Or will GTC demand laws which require Tribal corporations to give GTC rightful access to Disclosure Reports, and which puts the power of starting, selling or dissolving Tribal business ventures in GTC’s hands where it belongs?
As a show of good faith, the current Business Committee could – at the very least – provide GTC copies of the corporate charters and by-laws of Oneida Energy, Inc., Oneida Energy Blocker & GBRE so it can be determined what, if any, indemnity clauses exist and how they might apply.
Don’t hold your breath.
