Preview
Filed 13 October 28 A9:06
Chris Daniel - District Clerk
Harris Coun!
ED101) 017791175
By: Nelson Cuero
Cause No. 2012
PATRICK O. DEVANEY, II and IN THE DISTRICT COURT OF
TRIDENT VENTURES, INC,
Plaintiffs,
VS. HARRIS COUNTY, TEXAS
QUANTA SERVICES, INC.; QUANTA
GOVERNMENT SOLUTIONS, INC.;
QUANTA GOVERNMENT SERVICES
INC.; QUANTA INTERNATIONAL JUDICIAL DISTRICT
LIMITED; and JOHN R. COLSON,
Defendants.
PLAINTIFFS’ FIRST AMENDED PETITION
AND REQUEST FO ACCOUNTING
TO THE HONORABLE COURT:
Plaintiffs, Patrick O. Devaney, II and Trident Ventures, Inc., file this First Amended.
Petition and Request for Accounting complaining of Defendants Quanta Services, Inc., Quanta
Govemment Solutions, Inc. (“QGS”), Quanta Govemment Services, Inc., Quanta Intemational
Limited (“QIL”) and John R. Colson (“Colson”) (collectively “Quanta” and/or “Defendants”),
andfor cause would show:
DISCOVERY CONTROL PLAN
Pursuant to Rule 190 of the Texas Rules of Civil Procedure, discovery is intended
to be conducted
under Level 3.
OVERVIEW
This case concems the concerted conduct of the Quanta Defendants to cut
Plaintiff Patrick Devaney out of his rightful share of the substantial revenue
and value that he
brought to the Quanta companies and shareholders, including the CEO and Chairman John
Colson. Since going public in 1998, Quanta specialized in infrastructure construction, upgrade
and maintenance services in the electric power and telecommunications industries. But in
approximately 2003, with its focus thus far limited to North America, Quanta decided it wanted
to expand into the intemational arena where nation rebuilding projects offered opportunities for
lucrative contracts and subcontracts with foreign govemments, the United States govemment,
and large general contractors. Devaney had what Quanta needed to lead in this new direction.
He is a decorated former Navy SEAL and Special Operations commander with a strong
financial and management background and an established residence in the Middle East, together
with U.S. govemment and Middle East contacts whose trust he had eamed from years of service.
Defendant Colson enticed Devaney to join forces with Quanta in 2004, with the representation,
and/or future representations, that Devaney would organize and lead Quanta’s new goverment
and intemational services companies that Quanta had the ability and desire to engage in large
intemational contracts that would be Devaney’s focus, and that Devaney would receive the
benefits that go with such a position. Devaney trusted Colson and Quanta to honor their actions
and words.
Devaney accepted the mission, ceased operations and plans his own company
Trident Ventures, Inc. at Defendants’ request, which also had a goverment and intemational
focus, and spent the next seven years of his life creating, marketing and operating Quanta’s
intemational and govemment based business primarily through Quanta Govemment Solutions
References herein to Mr. Devaney include his company, Trident Ventures, Inc.
Devaney was awarded The Presidential Unit Citation with Bronze Star (twice), the Bronze Star, the Joint Service
Commendation with Oak Leaf, and the Navy and Marine Corp Commendation with Bronze Star for his
extraordinary commitment
and service to this Country.
(“QGS”) and Quanta Intemational Limited (“QIL”). Through Devaney’s efforts, GS, QIL and
affiliated entities generated or assisted in generating dozens of millions of dollars in revenues for
themselves or other Quanta entities, with hundreds of millions of dollars of additional venture
opportunities brought to bear by Devaney prior to his “terminatio: in 2012
There was one problem. Despite being formally held out as the President of QGS
and QIL to U.S and foreign govemment officials and private contractors the Quanta Defendants
never actually provided Devaney the position and benefits that they represented he would have
evaney was left with obtaining payment for his services and those of his employee in Kuwait as
per diem consultant. In early 2012, after using Devaney for all they could, Colson’s crony
told Devaney that he was no longer needed, terminated Quanta’ s relationship
with him, and took
over control of the companies from him. None of this would have happened to Devaney had the
Quanta Defendants, including Colson, made good on their representations to not merely use
Devaney
as their de facto president
and hold him out as such to the govemment
and intemational
community for their selfish business purposes, but to actually compensate him for his role as a
founderand risk taker in their ventures.
Devaney
sues for the wrongful conduct that the Defendants have perpetrated on
him, and for the damages resulting from that conduct including but not limited to lost
compensation
and other benefits, as well as for the damages that this conduct has caused to
Devaney’ s career
and Trident’ sbusiness.
PARTIES
PlaintiffPatrick O. Devaney, II is an individual residing in Califomia.
Plaintiff Trident Ventures, Inc. is a Nevada company operated by Patrick
Devaney.
John Colson is a resident of Harris County, Texas and he has appeared and
answered
in this case
Quanta Services Inc. is a publicly traded Delaware orporation (“PWR’” on the
NYSE) headquartered in Harris County, Texas at 2800 Post Oak Blvd., Suite 2600, Houston,
Texas 77056, andit has appeared and answered in this case
Quanta Govemment Services Inc. is a Delaware orporation headquartered in
Harris County, Texas at 2800 Post Oak Blvd., Suite 2600, Houston, Texas 77056, and it has
appeared
and answered in this case
Quanta Govemment Solutions Inc. is currently d/b/a Quanta Services Inc.
Delaware orporation headquartered in Haris County, Texas at 2800 Post Oak Blvd., Suite
2600, Houston, Texas 77056, and it has appeared and answered in this case
Quanta Intemational Limited is currently d/b/a Quanta Services Inc. as part of
their Philippines Division, is British Virgin Islands entity headquartered in Haris County,
Texas at 2800 Post Oak Blvd., Suite 2600, Houston, Texas 77056, and it has appeared and
answered
in this case
JURISDICTION AND VENUE
Venue is proper in Harris County, Texas, pursuant
to § 15.001 et seq,, IV
RAC ODE, because the Quanta Defendants are located in Harris County and all or a
substantial part of the events made the subject of this suit occurred in Harris County, Texas.
FACTS
This case concems the concerted conduct of the Quanta Defendants to cut
Plaintiff Patrick Devaney, acting individually and through his company Trident Ventures, Inc.
(collectively “Devaney”), out of a rightful share of the substantial revenue and value that
Devaney brought to the Quanta companies and shareholders, including the CEO and Chairman
of Quanta, John Colson.
Leading up to the creation of Quanta in November 1997, Colson was president
and the majority owner of Par Electric . At the time Colson sold Par Electrical to form Quanta
and take
it public, Par had approximately
$80 million in annual sales
and a small profit margin.
Colson personally retained approximately 2.1 million shares of Quanta’s stock in the transaction
that effectively transferred his personal financial interest from Par to Quanta. Along the way,
Quanta acquired numerous local electrical and telecom contractor companies and entered into
two strategic investment partnerships, one with Enron and a second with Utilicorp/Aquila which
was Par/Colson’s long time customer. In the ensuing years, Enron went bankrupt and Utilicorp
purchased Enron’s shares of Quanta in a private transaction making Utilicorp the largest single
shareholder in Quanta.
As Quanta’s largest shareholder, Utilicorp became dissatisfied with Quanta’s
performanceStarting in approximately 2001, Utilicorp announced its intention to take over the
management of Quanta. In response, Quanta’s Board adopted “poison pill” tactics that would
result
in any change in management control makingany takeover more expensive
to Utilicorp.
After staving off Utilicorp’s takeover bid Quanta’s stock value plummeted in
2002. Quanta’s stock value and low profitability put the company in jeopardy. Quanta lost its
auditor, Arthur Anderson, to bankruptcy. The new auditor, Price Waterhouse Coopers made
Quanta write off hundreds of millions of dollars of goodwill (meaning Quanta had overpaid for
the North American companies) and had difficulties with Quanta’s prior financial statement
Quanta’s value had dropped from over $4 hillion to about $220 million The company
effectively lost its lifeline to new cost effectivefinancing
that it needed to sustain operations, and
its cash position dwindled to dangerously low levels. The value of executive stock plans in
Quanta had dropped dramatically
as well.
In approximately 2003, Quanta made the strategic decision to expand its labor
intensive business _ which focused on infrastructure construction, upgrade and maintenance
services in the electric power and telecommunications industries into more profitable work
involving U.S. govemment contacts and infrastructure building (or re building) projects in the
Middle East among other places. This decision was made following the initial thrust of the post
ag invasion when the U _ also was getting involved in plans to rebuild infrastructure in Iraq
and other countries in the region as well as Africa, which would involve significant goverment
contract work. Quanta saw this as _ potentially new and lucrative opportunity, but also knew
that Quanta needed an outsider who had the credibility to give Defendants access to these
commercial opportunities (which in tum would appease concems among the Board of Directors
about Quanta’s dwindling domestic business. So by the fourth quarter of 2003 Defendants
formed a new entity, Quanta Govemment Solutions (“QGS”), which would later become one of
the govemment
and intemational services vehicle that Devaney organized and operated to the
benefit of most all theQuanta companies
However, prior to Devaney’s collaboration with Quanta, from November 2003 to
April 2004, Quanta incurred approximately $1.5 million in losses associated with unsuccessful
govemment contract bidding. Quanta’s entire approach to U.S. govemment contracting,
particularly offshore, was ineffective and overly costly. This prompted Colson to ask Oliver
North to recommend
an individual capable of procuring and delivering the contracts Defendants
so badly wanted. Oliver North was a guest speaker at Quanta’s annual gathering of its senior
Management
and presidents of the 8 companies
it owned. North consulted
about this request
with Duane Claridge, who was the founding director of the CIA’s Countertenorist Center, and
also General Wayne Downing, the former head of U Special Operations. Following that,
Patrick Devaney was recommended as the man who could lead Quanta in their ovemment and
ntemational contract endeavors.
Acting on that recommendation, Defendant Colson and Quanta enticed Devaney
to join forces with Quanta in 2004 Devaney
had a skill set that Quanta needed for its new
govemment and intemational focus was a decorated
Navy SEAL and special oper tions
commander
with a strong financial and management background and an established residence in
the Middle East, together with U.S. govemment and Middle East contacts whose trust he had
eamed from years of service. Beginning
in early 2004, Devaney dedicated
the next 7 years of
his life organizing and developing Quanta’s intemational and govemment based. business,
including through two of Quanta’s newest companies Quanta Goverment Solutions (and
Services, Inc.) and Quanta Intemational Limited. In retum, the parent company,
Quanta
Services, Inc., and Colson, as the CEO, represented to Devaney that he would be the president of
and lead and organize the goverment and intemational businesses of Quanta, which would
erate separately, that Quanta had the capacity, financial wherewithal and willingness
to engage
in large intemational contracts with all they encompassed, and that Devaney would receive the
benefits that go with such a ventureThese types of representat ions, and similar ones, were
reiteratedto Devaney during his association with Quanta at least until
Consistent with these material representations at Defendants’ request, Devaney
ceased operation of his own company, Trident Ventures, which had been organized for its own
intemational and govemment business focus. Beginning in 2004, Devaney oversaw the
organizationand operations of Quanta’s govemment
and intemational services entities. Devaney
hired employees and drafted policies for these new companies. Devaney maintained his existing
residence in Kuwait to take advantage of business opportunities for Quanta, and that address
was
used as the business addresses of the Quanta govemment solutions and intemational services
entities
as well Quanta issued business cards to Devaney that identified him as President of
Quanta Govemment Solutions and Quanta Intemational, Ltd., and Devaney was regularly held
out as such to U.S and foreign govemment officials. Devaney attended and made presentations
at Presidents’ meetings with Colson and the heads of other Quanta companies, and also
to the
Quanta Board of Directors. Organizational charts identified Devaney as the President of Quanta
Govemment Solutions, and Devaney reported directly to John Colson as the Chairman and CEO
of the parent company, Quanta Services, Inc. (“PWR’” on the
NY SE).
Colson was a founder of Quanta Services and, by 2004, had become
the face and
undisputed leader of the company. Devaney developed a close business and persona
relationship with Colson. They traveled to various parts of the world and made marketing
presentations together. Colson openly acknowledged and introduced Devaney as the President
of Quanta Govemment Solutions and Quanta Intemational. With that title, Devaney opened
doors for Colson and the Quanta Services brand and technology/know how to U.S. govemment
and foreign leaders and dignitaries. Colson held Devaney out as a principal in third party
negotiations and presentations abroad. Devaney shared his business plans and strategies with
Colson and others in senior management at Quanta, as well as to the Board of Directors. Among
other things, Colson knew that Devaney had taken many of the plans and strategies that he had.
for Trident Ventures and redirected
them, and his own energies, skills and talents,
to the
development of Quanta Govemment Solutions and Quanta Intemational. Because Devaney was
now operating through Quanta, rather
than through his own company Trident, he spent 2004 and
the years fter focusing on procurement of govemment and foreign contracts that the Quanta
Defendants claimed they had the willingness and financial wherewithal to handle as opposed
to
the broader range of projects that Devaney had planned
to execute through his company Trident
Through all of this, Colson continued to promote Devaney as the President and leader
of Quanta
Govemment Solutions and Quanta Intemational intemally to Quanta, including its Board of
Directors, and extemally to Devaney’ s contacts and clientsIn short, Colson, using his influence
and power as the CEO/Chairman of Quanta Services and his ability to deliver on the
representations made (which he continued to make and reinforce) to Devaney, fostered and
encouraged the confidential relationship and/or joint business venture that developed and
continued between Devaney, Colson and the other Quanta Defendants through the years. In
retum and in trust and reliance on the representations made by the Quanta Defendants, Devaney
gave up opportunities that he could have pursued individually and/or through Trident, and
continued on his mission to promote and benefit Quanta through Quanta Govemment Solutions
and Quanta Intemational. All of this inured to the benefit of Colson and other senior executives
of Quanta and its affiliates.
There was one problem. Quanta never followed through on much of the high
margin business that Quanta claimed it wanted. The prospective
contracts and ventures that
Devaney originated totaled hundreds of millions of dollars which, if closed, would likely have
subjected aspects of Quanta’s business practices to the violation of loan covenantsPerhaps to
avoid that scrutiny or for other reasons never explained to Devaney, Quanta jettisoned some of
the largest and most public opportunities that it had enlisted Devaney to procure both at home
and abroad. Quanta concealed from Devaney its need to keep secret certain aspects of its
business practicesor debt structure , without regard for Devaney or his business relationships.
Consistent with the representations and commitments that were made to him by
the Defendants, which tumed out to be false, Devaney produced on his end of the bargain
Devaney generated govemment and intemational contracts and business opportunities for the
Quanta companies that totaled dozens of millions of dollars in actual business, with the potential
for more. Examples of some of the successes and opportunities that Devaney by his efforts
through the years was instrumental in bringing about, or assisted
in bringing about, for the
Quanta Defendants include:
Obtained hundred of work visas on short notice to import Canadian union
linemen for restoration work following Hurricane Katrina
in 2005, and other
similar projects since then;
U.S. govemment subcontract for U.S. Air Force global indefinite delivery
indefinite quantity Heavy Engineering Repairing Construction (“HERC”);
Energy services contract performed in Chad, Africa with Kellogg Brown &
Root and Exxon Mobil;
Consulting contract for smart grid in Karachi, Pakistan;
ized upgrade contract with City Power in South Africa, in advance
of the
2010 Wold Cup;
Joint venture with Edison Power Group in South Africa and pan Africa;
Secured compartmented information facility contract as subcontractor to
Alutiiq;
Subcontracting and small business compliance on PG&E contracts with Quanta
subsidiaries;
Joint venture between Underground onstruction (a Quanta company) and
Nova Group involving upgrading the Navy Fuel Supply System at Point Loma,
with U.S. Navy as client;
Underground onstruction ( a Quanta company) project to upgrade Andrews
ir orce ase fuel system;
and
Provided estimates and/or secured contract commitments for large projects in
Kuwait, India, Saudi Arabia, and Iraq.
The revenue to Quanta and its shareholders from the projects that went forward exceed $100
million(not to mention the projects that Quanta nixed)
Devaney spent years successfully executing the mission that brought him to
Quanta, all the while being touted by Quanta as the President of Quanta’s Intemational and
Quanta Govemment Services even though it was ultimately based on the empty representations
of Colson and others to compensate him in the same way as they held him out extemally as the
head of the intemational and govemment based businesses that Devaney had come to define. In
early 2012, after using Devaney for all they could including diverting profitable business
opportunities from Plaintiffs, and with the Quanta govemment and intemational services
companies poised for further successes, Colson’s crony told Devaney that he was no longer
needed, terminated Quanta’ s relationship with him, and took over control of the companies from
him.
Devaney sues for the fraud and other wrongful conduct that the Defendants
have
perpetrated
on him (as well as on Trident Ventures, Inc.), and for the damages resulting from that
conduct including the damages that this conduct has caused to Devaney’s career
and Trident’
busi
DISCOVERY RULE
Plaintiffs did not know or have reason to know, in the exercise of reasonable
diligence, of Defendants’ wrongful acts or omissions herein described until a date within two
years of the filing of this lawsuit Moreover, Defendants’ deceptive and misleading
communications
to Plaintiffs, as well as their silence when they had a duty to speak, amounted
to
a fraudulent concealment of their earlier wrongful acts or omissions, and prevented Plaintiffs
from knowing or having reason to know, in the exercise of reasonable diligence, of Defendants’
wrongful acts or omissions which proximately caused damages to PlaintiffsPlaintiffs plead the
Discovery Rule as an exception to any claim of limitations by Defendants.
CONDITIONS PRECEDENT
All conditions precedent to Plaintiffs’ claims and damages, or other relief
requestedhave been performed or have occurred.
CAUSES OF ACTION AND REQUESTS FOR RELIEF
FRAUD, FRAUD IN THE INDUCEMENT AND PROMISSORY FRAUD
All preceding allegations are incorporated herein by reference. Any references
to
Devaney
in these causes of action and damages
pleaded will include Trident.
Defendants’ conduct as described above constitutes fraud, fraud in the
inducement and/or promissory fraud (collectively called “fraud”). In this regard, Defendants
represented to Devaney that in retum for him dedicating his efforts to organize, lead, develop
and grow the Quanta govemment and intemational services companies, which
he did, Devaney
would be the head of those companies and would receive the compensation and other benefits,
interests and rights that go with such a position. Defendants acted and continued to make these
and similar statements, both to Devaney and others, in conformity with these types of
representations. Defendants made these representations and similar ones on an ongoing basis
(including that they would have the willingness and ability to handle large foreign contracts)
knowing that they were false and material, or reckless, and intending that they would be relied
upon by Devaney
to his detriment, which they were. If these representations
were not knowingly
false when made and/or reaffirmed, then they were made recklessly, as a positive assertion, and
without knowledge of their truth. Moreover, Defendants concealed this fraudulent conduct from
Devaney, and/or misled Devaney as to the true state of facts, when they were under a duty to
disclose
the truth.
Defendants’ motive for this conduct is obvious. For every dollar that they can
avoid paying Devaney, Defendants or their affiliates and officers and to gain a dollar in profits
or compensation. This fraud has allowed Defendants to enrich themselves by many millions of
dollars, and will generate many more millions of dollars of ill begotten
gains in the future given
the contacts and inroads that Devaney was able to make for Defendants while he served their
interests. In sum, by their actions and concealment when they were under a duty to disclose,
Defendants’ conduct was fraudulent and/or malicious, and it was designed in whole or in part to
enrich themselves or their affiliates at the expense of Devaney. Defendants’ fraud proximately
caused actual damages
to Devaney and Trident
FRAUD BY NONDISCLOSURE
All preceding allegations are incorporated herein by reference
In addition to the foregoing once the relationship between Devaney and Quanta
had matured and Devaney was performing in good faith based on the material statements that
had been made, Defendants intentionally concealed material facts from Devaney, including
Defendants’ plan for Colson and others to take over QGS and QIL and leave Devaney and
Trident with nothing, as well as caused Plaintiffs to suffer damaged and lost business
Opportunities
The Quanta Defendants knew Devaney was not privy to all financial information
and operation costs of Quanta. If Quanta would have disclosed their intentions, Devaney
would have sought an earlier dissolution of the relationship in an attempt to mitigate the
damages caused by the Quanta Defendants’ dishonesty and illusory representationsDevaney
justifiably relied on Defendants’ deliberate silenceand other improper conduct
BREACHES OF FIDUCIARY DUTY
All preceding allegations are incorporated herein by reference.
An informal confidential fiduciary relationship of trust and loyalty developed and.
existed between Devaney and the Quanta Defendants, including Colson, encouraged and fostered
by Colson to whom Devaney reported directly. At all material times, Colson had the position
and ability
to deliver, on behalf
of Quanta, on the representations
and commitments that were
made to Devaney. Additionally or altematively, a partnership and/or joint venture relationship
developed between Devaney and Defendants involving the operations of QGS and QIL, from
whi “formal” fiduciary duties arose. Either way, or both ways, Colson and the other Quanta
Defendants had an obligation of the utmost good faith, faimess and honesty in their dealings with
Devaney with respect to matters pertaining to their mutual business and opportunities.
Defendants breached their fiduciary duties owed to Devaney by, among other
things, enticing and/or misleading him into jettisoning his plans for Trident in place of devoting
his time and skills toward organizing and growing Quanta Govemment Services and Quanta
Intemational, and developing business for other Quanta entities, while Defendants failed to
provide him with the benefits and position
that had enticed Devaney
to Quant in the first place.
Defendants’ breach of fiduciary duties allow them, including Colson individually, to profit
greatly from the contracts and business opportunities that Devaney helped to bring about.
Defendants also failed to account to Devaney for the withdrawals and/or diversion of assets
from under Devaney’s control within QGS and QIL, in furtherance of other Quanta businesses
from which they could exclude DevaneyPlaintiffs seek to recover the damages caused by
Defendants’ breach of fiduciary duties, and also seeks the forfeiture and/or disgorgement of
Defendants’ profits and pecuniary benefits resulting from this conduct.
Additionally and/or in the altemative, Colson and the other Quanta Defendants
are liable for defalcation (i.e., a willful neglect of duty based on a recklessness standard) to the
parties’ venture for failing to follow through with the opportunities obtained by Devaney on
behalf of Quanta. These duties were non. dischargeable fiduciary duties owed to Devaney
IV.
TORTIOUS INTERFERENCE WITH BUSINESS RELATIONS AND
BUSINESS DISPARAGEMENT
All preceding allegations are incorporated herein by reference.
Defendants’ tortious interference with business relations and business
disparagement of Devaney proximately caused actual damages
to Devaney.
For business and/or debt structure reasons that were never disclosed to Devaney,
Quanta and Colson failed to perform and/or were incapable of performing a number
of the
contracts that Devaney was instructed to procure. This conduct by the Quanta Defendants
damaged Plaintiffs exclusive and valuable ongoing and prospective business relationships with
top level domestic and foreign agents and goveming officials.
As a result of Quanta and Colson’s conduct, Defendants intentionally and/or
improperly interfered with Plaintiffs existingan prospective contractual relation by preventing
Devaney from acquiring and continuing relationship with a number of parties, including the
following
Alutiiq
Blue Tech
Asiakonstrukt (Philippines)
Exxon Mobil / Halliburton / KBR Chad.
Traq Ministry of Communications
EmaarGroup = Iraq
Coalition Provisional Authority Iraq
Halliburton/ KBR Iraq
Kuwait Ministry of Electricity and Water
Kuwait Oil company
Zain Telecommunications Kuwait
METCO (Kuwait)
Karachi Electric Supply Co. / Noor Investments
ain Telecommunications Bahrain
Saudi Aramco
Emaar Group Dubai
Aldar
Abu Dhabi Water and Electricity company
Abu Dhabi National Oil company
Dubai Electricity and Water company
WJ Towell (Oman)
Oman Ministry of Electricity
Oman Oil Company
Petronas (Malaysia)
The Quanta Defendants including Colson knew that they could not perform
many of the potential contracts and business opportunities that Devaney developed, did not
commit the time and resources necessary to perform on negotiations and opportunities that they
encouraged
Devaney to seek and open, and knew or should have known that their actions would
cause significant actual damages and interference with Plaintiffs’ business relationships.
Defendants were aware of Plaintiffs’ unique business relationships. Defendants
intended, knew or should have known that their actions would damage and disrupt those
relationships. Plaintiffs’ damages arose or were connected to Defendants wrongful conduct
through fraud, misrepresentation, undue economic pressure, violation of state and federal
procurement statutes and other sufficiently oppressive actions causing Plaintiffs’ relationships to
be disrupted.
Defendants’ tortious interference with business relations and _ business
disparagement of Devaney proximately caused actual damages
to Plaintiffs
NTUM
All preceding allegations are incorporated herein by reference.
ddition and/or in the alternative to Defendants’ wrongful
conduct as set out above, nis ble
Plaijntiffs quit ble omp ion. Plaintiffs ovid d the tise
inst tion the Defendants generated significant revenue and put them in a position
to generate
much more. Quanta
and Colson ontinue to p om Plaintiffs’
unique experience, skills and business contacts. omp tion benefits and interests
ere ithh om Plaintiffs , instead, ere the sole
the Colson
and Quanta.
NEGLIGENT MISREPRESENTATION
All preceding allegations are incorporated herein by reference.
Defendants’ conduct and misrepresentations as described above also constitute
negligent misrepresentation. In this regard, if not done intentionally, then Defendants
negligently represented to Devaney that in retum for him dedicating his efforts to the
development and growth of the Quanta govemment and intemational services companies, which
he did, Devaney would be the head of those companies and would receive the compensation
and.
other benefits, interests and rights
that go with such
a position. Defendants acted
and continued
to make these and similar statements, both to Devaney and others, in conformity with these
representations. Defendants made these material representations negligently (if not
fraudulently, and intending that they would be relied upon by Devaney
to his detriment, which
they were. Moreover, Defendants negligently misled Devaney as to the true state of facts, when
they were under a duty to disclose the truth. Colson, as the CEO/Chaizman
of Quanta Serivces,
had the power and position to cause Quanta to deliver on the representations and commitments
made
to Devaney.
Defendants’ negligence has allowed Defendants to enrich themselves by many
millions of dollars, and will generate many more millions of dollars of ill begotten gains in the
future given the contacts and inroads that Devaney was able to make for Defendants while he
served their interests. Defendants’ negligent misrepresentations proximately caused actual
damages to Plaintiffs
UNJ UST ENRICHMENT
All preceding allegations are incorporated herein by reference.
By virtue of the schemes and other conduct resulting in the nonpayment of
compensation, benefits and interests, as described above, Defendants have unjustly enriched
themselves at the expense of Devaney, causing significant damages.
TING
All preceding allegations are incorporated herein by reference.
The Quanta Defendants including Colson breached their duties of loyalty, utmost
good faith, faimess, and honesty in dealings with Devaney on matters integral to their venture
and ompaniesThe alleged unlawful conversion, transfer and cross dealings by the Quanta
Defendants indicate a pattem of fraudulent transactions spanning the life of the relationship with
Devaney Due to the inherent complexity of determining the value of Devaney’s damages
including his interest in the companies that he was empowered to organize and operate, an
accounting is mandated under Texas law. Devaney requests that the Court order Defendants to
submit to an accounting
as plead herein. Devaney seeks an accounting of all venture and/or
company funds and propertybeginning as of December d continuing through 2012
DAMAGES ASTO ALL DEFENDANTS
and
EXEMPLARY /PUNITIVE DAMAGES
All preceding allegations are incorporated herein by reference.
The breaches and wrongful acts and omissions of Defendants complained of
above proximately caused damages to Plaintiffs Devaney, and Trident Ventures, in an amount
well in excess of the minimum jurisdictional limits of this Court.
Defendants’ conduct as described above was intentional, and it was calculated to
cause, and has caused, ham to Plaintiffs. By their intentional misrepresentations and
concealment when they were under a duty to disclose, Defendants’ conduct
was fraudulent
and/or malicious, and it was designed in whole or in part to enrich themselves or their affiliates
at the expense of Plaintiffs. Accordingly, Plaintiffs are entitled to recover punitive/exemplary
damages from Defendants, for which he now sues.
REQUEST FOR JURY TRIAL
Plaintiffs request a jury trial pursuant to IV . 216, and ha tendered
the jury fee contemporaneously with the filing of this lawsuit.
REQUESTS FOR DISCLOSURES
Pursuant to 194, Plaintiffs request that Defendants Quanta
Services, Inc., Quanta Govemment Solutions, Inc., Quanta Govemment Services, Inc., Quanta
Intemational Limited and John R. Colson disclose the information or material required by Rule
194.2 (a) through (1).
PRAYER
WHEREFORE, Plaintiffs Patrick O. Devaney, II and Trident Ventures, Inc. pray that,
upon trial, the Court grant all relief herein prayed for, including Judgment against Defendants
Quanta Services, Inc., Quanta Govemment Solutions, Inc., Quanta Govemment Services, Inc.,
Quanta Intemational Limited and John R. Colson, jointly and severally, for damages in excess of
the Court’
s jurisdictional minimum, pre judgment and post judgment interest at the highest legal
rate, reasonable attomeys’ fees, and for all other relief to which Plaintiffs may show themselves
justly entitled.
Respectfully submitted,
EON AW IRM
By: _s/ JacobA. De Leon
Jacob A. De Leon
State Bar No. 24036465
Mason W. Hening
State Bar No. 24071746
1250 Four Houston Center
1331 Lamar Street
Houston, Texas 77010
(713) Telephone
Telecopier
ALL REITBEIL MITH P.C.
By: /s/ Kenneth R. Breitheil
Kenneth R. Breitbeil
State Bar No. 02947690
1250 Four Houston Center
1331 Lamar Street
Houston, Texas 77010
(713) 590 Telephone
(713) 590 Telecopier
TTORNEYS FOR LAINTIFFS ATRICK
EVANEY AND RIDENT ENTURES
ERTIFICATE OF SERVICE
I certify that a true and correct copy of the foregoing instrument has been
forwarded to all counsel of record in accordance with the Texas Rules of Civil Procedure, on this
day of — ctober, 2013, as follows:
Shawn L. Raymond AND ELIVERY
EricJ. Mayer
Matthew Behncke
USMAN ODFREY L.L.P.
1000 Louisiana Street, Suite 5100
Houston, Texas 77002
s/ KennethR. Breitbeil
Kenneth R. Breitbeil
Preview
Filed 13 October 28 A9:06 Chris Daniel - District Clerk Harris Coun! ED101) 017791175 By: Nelson Cuero Cause No. 2012 PATRICK O. DEVANEY, II and IN THE DISTRICT COURT OF TRIDENT VENTURES, INC, Plaintiffs, VS. HARRIS COUNTY, TEXAS QUANTA SERVICES, INC.; QUANTA GOVERNMENT SOLUTIONS, INC.; QUANTA GOVERNMENT SERVICES INC.; QUANTA INTERNATIONAL JUDICIAL DISTRICT LIMITED; and JOHN R. COLSON, Defendants. PLAINTIFFS’ FIRST AMENDED PETITION AND REQUEST FO ACCOUNTING TO THE HONORABLE COURT: Plaintiffs, Patrick O. Devaney, II and Trident Ventures, Inc., file this First Amended. Petition and Request for Accounting complaining of Defendants Quanta Services, Inc., Quanta Govemment Solutions, Inc. (“QGS”), Quanta Govemment Services, Inc., Quanta Intemational Limited (“QIL”) and John R. Colson (“Colson”) (collectively “Quanta” and/or “Defendants”), andfor cause would show: DISCOVERY CONTROL PLAN Pursuant to Rule 190 of the Texas Rules of Civil Procedure, discovery is intended to be conducted under Level 3. OVERVIEW This case concems the concerted conduct of the Quanta Defendants to cut Plaintiff Patrick Devaney out of his rightful share of the substantial revenue and value that he brought to the Quanta companies and shareholders, including the CEO and Chairman John Colson. Since going public in 1998, Quanta specialized in infrastructure construction, upgrade and maintenance services in the electric power and telecommunications industries. But in approximately 2003, with its focus thus far limited to North America, Quanta decided it wanted to expand into the intemational arena where nation rebuilding projects offered opportunities for lucrative contracts and subcontracts with foreign govemments, the United States govemment, and large general contractors. Devaney had what Quanta needed to lead in this new direction. He is a decorated former Navy SEAL and Special Operations commander with a strong financial and management background and an established residence in the Middle East, together with U.S. govemment and Middle East contacts whose trust he had eamed from years of service. Defendant Colson enticed Devaney to join forces with Quanta in 2004, with the representation, and/or future representations, that Devaney would organize and lead Quanta’s new goverment and intemational services companies that Quanta had the ability and desire to engage in large intemational contracts that would be Devaney’s focus, and that Devaney would receive the benefits that go with such a position. Devaney trusted Colson and Quanta to honor their actions and words. Devaney accepted the mission, ceased operations and plans his own company Trident Ventures, Inc. at Defendants’ request, which also had a goverment and intemational focus, and spent the next seven years of his life creating, marketing and operating Quanta’s intemational and govemment based business primarily through Quanta Govemment Solutions References herein to Mr. Devaney include his company, Trident Ventures, Inc. Devaney was awarded The Presidential Unit Citation with Bronze Star (twice), the Bronze Star, the Joint Service Commendation with Oak Leaf, and the Navy and Marine Corp Commendation with Bronze Star for his extraordinary commitment and service to this Country. (“QGS”) and Quanta Intemational Limited (“QIL”). Through Devaney’s efforts, GS, QIL and affiliated entities generated or assisted in generating dozens of millions of dollars in revenues for themselves or other Quanta entities, with hundreds of millions of dollars of additional venture opportunities brought to bear by Devaney prior to his “terminatio: in 2012 There was one problem. Despite being formally held out as the President of QGS and QIL to U.S and foreign govemment officials and private contractors the Quanta Defendants never actually provided Devaney the position and benefits that they represented he would have evaney was left with obtaining payment for his services and those of his employee in Kuwait as per diem consultant. In early 2012, after using Devaney for all they could, Colson’s crony told Devaney that he was no longer needed, terminated Quanta’ s relationship with him, and took over control of the companies from him. None of this would have happened to Devaney had the Quanta Defendants, including Colson, made good on their representations to not merely use Devaney as their de facto president and hold him out as such to the govemment and intemational community for their selfish business purposes, but to actually compensate him for his role as a founderand risk taker in their ventures. Devaney sues for the wrongful conduct that the Defendants have perpetrated on him, and for the damages resulting from that conduct including but not limited to lost compensation and other benefits, as well as for the damages that this conduct has caused to Devaney’ s career and Trident’ sbusiness. PARTIES PlaintiffPatrick O. Devaney, II is an individual residing in Califomia. Plaintiff Trident Ventures, Inc. is a Nevada company operated by Patrick Devaney. John Colson is a resident of Harris County, Texas and he has appeared and answered in this case Quanta Services Inc. is a publicly traded Delaware orporation (“PWR’” on the NYSE) headquartered in Harris County, Texas at 2800 Post Oak Blvd., Suite 2600, Houston, Texas 77056, andit has appeared and answered in this case Quanta Govemment Services Inc. is a Delaware orporation headquartered in Harris County, Texas at 2800 Post Oak Blvd., Suite 2600, Houston, Texas 77056, and it has appeared and answered in this case Quanta Govemment Solutions Inc. is currently d/b/a Quanta Services Inc. Delaware orporation headquartered in Haris County, Texas at 2800 Post Oak Blvd., Suite 2600, Houston, Texas 77056, and it has appeared and answered in this case Quanta Intemational Limited is currently d/b/a Quanta Services Inc. as part of their Philippines Division, is British Virgin Islands entity headquartered in Haris County, Texas at 2800 Post Oak Blvd., Suite 2600, Houston, Texas 77056, and it has appeared and answered in this case JURISDICTION AND VENUE Venue is proper in Harris County, Texas, pursuant to § 15.001 et seq,, IV RAC ODE, because the Quanta Defendants are located in Harris County and all or a substantial part of the events made the subject of this suit occurred in Harris County, Texas. FACTS This case concems the concerted conduct of the Quanta Defendants to cut Plaintiff Patrick Devaney, acting individually and through his company Trident Ventures, Inc. (collectively “Devaney”), out of a rightful share of the substantial revenue and value that Devaney brought to the Quanta companies and shareholders, including the CEO and Chairman of Quanta, John Colson. Leading up to the creation of Quanta in November 1997, Colson was president and the majority owner of Par Electric . At the time Colson sold Par Electrical to form Quanta and take it public, Par had approximately $80 million in annual sales and a small profit margin. Colson personally retained approximately 2.1 million shares of Quanta’s stock in the transaction that effectively transferred his personal financial interest from Par to Quanta. Along the way, Quanta acquired numerous local electrical and telecom contractor companies and entered into two strategic investment partnerships, one with Enron and a second with Utilicorp/Aquila which was Par/Colson’s long time customer. In the ensuing years, Enron went bankrupt and Utilicorp purchased Enron’s shares of Quanta in a private transaction making Utilicorp the largest single shareholder in Quanta. As Quanta’s largest shareholder, Utilicorp became dissatisfied with Quanta’s performanceStarting in approximately 2001, Utilicorp announced its intention to take over the management of Quanta. In response, Quanta’s Board adopted “poison pill” tactics that would result in any change in management control makingany takeover more expensive to Utilicorp. After staving off Utilicorp’s takeover bid Quanta’s stock value plummeted in 2002. Quanta’s stock value and low profitability put the company in jeopardy. Quanta lost its auditor, Arthur Anderson, to bankruptcy. The new auditor, Price Waterhouse Coopers made Quanta write off hundreds of millions of dollars of goodwill (meaning Quanta had overpaid for the North American companies) and had difficulties with Quanta’s prior financial statement Quanta’s value had dropped from over $4 hillion to about $220 million The company effectively lost its lifeline to new cost effectivefinancing that it needed to sustain operations, and its cash position dwindled to dangerously low levels. The value of executive stock plans in Quanta had dropped dramatically as well. In approximately 2003, Quanta made the strategic decision to expand its labor intensive business _ which focused on infrastructure construction, upgrade and maintenance services in the electric power and telecommunications industries into more profitable work involving U.S. govemment contacts and infrastructure building (or re building) projects in the Middle East among other places. This decision was made following the initial thrust of the post ag invasion when the U _ also was getting involved in plans to rebuild infrastructure in Iraq and other countries in the region as well as Africa, which would involve significant goverment contract work. Quanta saw this as _ potentially new and lucrative opportunity, but also knew that Quanta needed an outsider who had the credibility to give Defendants access to these commercial opportunities (which in tum would appease concems among the Board of Directors about Quanta’s dwindling domestic business. So by the fourth quarter of 2003 Defendants formed a new entity, Quanta Govemment Solutions (“QGS”), which would later become one of the govemment and intemational services vehicle that Devaney organized and operated to the benefit of most all theQuanta companies However, prior to Devaney’s collaboration with Quanta, from November 2003 to April 2004, Quanta incurred approximately $1.5 million in losses associated with unsuccessful govemment contract bidding. Quanta’s entire approach to U.S. govemment contracting, particularly offshore, was ineffective and overly costly. This prompted Colson to ask Oliver North to recommend an individual capable of procuring and delivering the contracts Defendants so badly wanted. Oliver North was a guest speaker at Quanta’s annual gathering of its senior Management and presidents of the 8 companies it owned. North consulted about this request with Duane Claridge, who was the founding director of the CIA’s Countertenorist Center, and also General Wayne Downing, the former head of U Special Operations. Following that, Patrick Devaney was recommended as the man who could lead Quanta in their ovemment and ntemational contract endeavors. Acting on that recommendation, Defendant Colson and Quanta enticed Devaney to join forces with Quanta in 2004 Devaney had a skill set that Quanta needed for its new govemment and intemational focus was a decorated Navy SEAL and special oper tions commander with a strong financial and management background and an established residence in the Middle East, together with U.S. govemment and Middle East contacts whose trust he had eamed from years of service. Beginning in early 2004, Devaney dedicated the next 7 years of his life organizing and developing Quanta’s intemational and govemment based. business, including through two of Quanta’s newest companies Quanta Goverment Solutions (and Services, Inc.) and Quanta Intemational Limited. In retum, the parent company, Quanta Services, Inc., and Colson, as the CEO, represented to Devaney that he would be the president of and lead and organize the goverment and intemational businesses of Quanta, which would erate separately, that Quanta had the capacity, financial wherewithal and willingness to engage in large intemational contracts with all they encompassed, and that Devaney would receive the benefits that go with such a ventureThese types of representat ions, and similar ones, were reiteratedto Devaney during his association with Quanta at least until Consistent with these material representations at Defendants’ request, Devaney ceased operation of his own company, Trident Ventures, which had been organized for its own intemational and govemment business focus. Beginning in 2004, Devaney oversaw the organizationand operations of Quanta’s govemment and intemational services entities. Devaney hired employees and drafted policies for these new companies. Devaney maintained his existing residence in Kuwait to take advantage of business opportunities for Quanta, and that address was used as the business addresses of the Quanta govemment solutions and intemational services entities as well Quanta issued business cards to Devaney that identified him as President of Quanta Govemment Solutions and Quanta Intemational, Ltd., and Devaney was regularly held out as such to U.S and foreign govemment officials. Devaney attended and made presentations at Presidents’ meetings with Colson and the heads of other Quanta companies, and also to the Quanta Board of Directors. Organizational charts identified Devaney as the President of Quanta Govemment Solutions, and Devaney reported directly to John Colson as the Chairman and CEO of the parent company, Quanta Services, Inc. (“PWR’” on the NY SE). Colson was a founder of Quanta Services and, by 2004, had become the face and undisputed leader of the company. Devaney developed a close business and persona relationship with Colson. They traveled to various parts of the world and made marketing presentations together. Colson openly acknowledged and introduced Devaney as the President of Quanta Govemment Solutions and Quanta Intemational. With that title, Devaney opened doors for Colson and the Quanta Services brand and technology/know how to U.S. govemment and foreign leaders and dignitaries. Colson held Devaney out as a principal in third party negotiations and presentations abroad. Devaney shared his business plans and strategies with Colson and others in senior management at Quanta, as well as to the Board of Directors. Among other things, Colson knew that Devaney had taken many of the plans and strategies that he had. for Trident Ventures and redirected them, and his own energies, skills and talents, to the development of Quanta Govemment Solutions and Quanta Intemational. Because Devaney was now operating through Quanta, rather than through his own company Trident, he spent 2004 and the years fter focusing on procurement of govemment and foreign contracts that the Quanta Defendants claimed they had the willingness and financial wherewithal to handle as opposed to the broader range of projects that Devaney had planned to execute through his company Trident Through all of this, Colson continued to promote Devaney as the President and leader of Quanta Govemment Solutions and Quanta Intemational intemally to Quanta, including its Board of Directors, and extemally to Devaney’ s contacts and clientsIn short, Colson, using his influence and power as the CEO/Chairman of Quanta Services and his ability to deliver on the representations made (which he continued to make and reinforce) to Devaney, fostered and encouraged the confidential relationship and/or joint business venture that developed and continued between Devaney, Colson and the other Quanta Defendants through the years. In retum and in trust and reliance on the representations made by the Quanta Defendants, Devaney gave up opportunities that he could have pursued individually and/or through Trident, and continued on his mission to promote and benefit Quanta through Quanta Govemment Solutions and Quanta Intemational. All of this inured to the benefit of Colson and other senior executives of Quanta and its affiliates. There was one problem. Quanta never followed through on much of the high margin business that Quanta claimed it wanted. The prospective contracts and ventures that Devaney originated totaled hundreds of millions of dollars which, if closed, would likely have subjected aspects of Quanta’s business practices to the violation of loan covenantsPerhaps to avoid that scrutiny or for other reasons never explained to Devaney, Quanta jettisoned some of the largest and most public opportunities that it had enlisted Devaney to procure both at home and abroad. Quanta concealed from Devaney its need to keep secret certain aspects of its business practicesor debt structure , without regard for Devaney or his business relationships. Consistent with the representations and commitments that were made to him by the Defendants, which tumed out to be false, Devaney produced on his end of the bargain Devaney generated govemment and intemational contracts and business opportunities for the Quanta companies that totaled dozens of millions of dollars in actual business, with the potential for more. Examples of some of the successes and opportunities that Devaney by his efforts through the years was instrumental in bringing about, or assisted in bringing about, for the Quanta Defendants include: Obtained hundred of work visas on short notice to import Canadian union linemen for restoration work following Hurricane Katrina in 2005, and other similar projects since then; U.S. govemment subcontract for U.S. Air Force global indefinite delivery indefinite quantity Heavy Engineering Repairing Construction (“HERC”); Energy services contract performed in Chad, Africa with Kellogg Brown & Root and Exxon Mobil; Consulting contract for smart grid in Karachi, Pakistan; ized upgrade contract with City Power in South Africa, in advance of the 2010 Wold Cup; Joint venture with Edison Power Group in South Africa and pan Africa; Secured compartmented information facility contract as subcontractor to Alutiiq; Subcontracting and small business compliance on PG&E contracts with Quanta subsidiaries; Joint venture between Underground onstruction (a Quanta company) and Nova Group involving upgrading the Navy Fuel Supply System at Point Loma, with U.S. Navy as client; Underground onstruction ( a Quanta company) project to upgrade Andrews ir orce ase fuel system; and Provided estimates and/or secured contract commitments for large projects in Kuwait, India, Saudi Arabia, and Iraq. The revenue to Quanta and its shareholders from the projects that went forward exceed $100 million(not to mention the projects that Quanta nixed) Devaney spent years successfully executing the mission that brought him to Quanta, all the while being touted by Quanta as the President of Quanta’s Intemational and Quanta Govemment Services even though it was ultimately based on the empty representations of Colson and others to compensate him in the same way as they held him out extemally as the head of the intemational and govemment based businesses that Devaney had come to define. In early 2012, after using Devaney for all they could including diverting profitable business opportunities from Plaintiffs, and with the Quanta govemment and intemational services companies poised for further successes, Colson’s crony told Devaney that he was no longer needed, terminated Quanta’ s relationship with him, and took over control of the companies from him. Devaney sues for the fraud and other wrongful conduct that the Defendants have perpetrated on him (as well as on Trident Ventures, Inc.), and for the damages resulting from that conduct including the damages that this conduct has caused to Devaney’s career and Trident’ busi DISCOVERY RULE Plaintiffs did not know or have reason to know, in the exercise of reasonable diligence, of Defendants’ wrongful acts or omissions herein described until a date within two years of the filing of this lawsuit Moreover, Defendants’ deceptive and misleading communications to Plaintiffs, as well as their silence when they had a duty to speak, amounted to a fraudulent concealment of their earlier wrongful acts or omissions, and prevented Plaintiffs from knowing or having reason to know, in the exercise of reasonable diligence, of Defendants’ wrongful acts or omissions which proximately caused damages to PlaintiffsPlaintiffs plead the Discovery Rule as an exception to any claim of limitations by Defendants. CONDITIONS PRECEDENT All conditions precedent to Plaintiffs’ claims and damages, or other relief requestedhave been performed or have occurred. CAUSES OF ACTION AND REQUESTS FOR RELIEF FRAUD, FRAUD IN THE INDUCEMENT AND PROMISSORY FRAUD All preceding allegations are incorporated herein by reference. Any references to Devaney in these causes of action and damages pleaded will include Trident. Defendants’ conduct as described above constitutes fraud, fraud in the inducement and/or promissory fraud (collectively called “fraud”). In this regard, Defendants represented to Devaney that in retum for him dedicating his efforts to organize, lead, develop and grow the Quanta govemment and intemational services companies, which he did, Devaney would be the head of those companies and would receive the compensation and other benefits, interests and rights that go with such a position. Defendants acted and continued to make these and similar statements, both to Devaney and others, in conformity with these types of representations. Defendants made these representations and similar ones on an ongoing basis (including that they would have the willingness and ability to handle large foreign contracts) knowing that they were false and material, or reckless, and intending that they would be relied upon by Devaney to his detriment, which they were. If these representations were not knowingly false when made and/or reaffirmed, then they were made recklessly, as a positive assertion, and without knowledge of their truth. Moreover, Defendants concealed this fraudulent conduct from Devaney, and/or misled Devaney as to the true state of facts, when they were under a duty to disclose the truth. Defendants’ motive for this conduct is obvious. For every dollar that they can avoid paying Devaney, Defendants or their affiliates and officers and to gain a dollar in profits or compensation. This fraud has allowed Defendants to enrich themselves by many millions of dollars, and will generate many more millions of dollars of ill begotten gains in the future given the contacts and inroads that Devaney was able to make for Defendants while he served their interests. In sum, by their actions and concealment when they were under a duty to disclose, Defendants’ conduct was fraudulent and/or malicious, and it was designed in whole or in part to enrich themselves or their affiliates at the expense of Devaney. Defendants’ fraud proximately caused actual damages to Devaney and Trident FRAUD BY NONDISCLOSURE All preceding allegations are incorporated herein by reference In addition to the foregoing once the relationship between Devaney and Quanta had matured and Devaney was performing in good faith based on the material statements that had been made, Defendants intentionally concealed material facts from Devaney, including Defendants’ plan for Colson and others to take over QGS and QIL and leave Devaney and Trident with nothing, as well as caused Plaintiffs to suffer damaged and lost business Opportunities The Quanta Defendants knew Devaney was not privy to all financial information and operation costs of Quanta. If Quanta would have disclosed their intentions, Devaney would have sought an earlier dissolution of the relationship in an attempt to mitigate the damages caused by the Quanta Defendants’ dishonesty and illusory representationsDevaney justifiably relied on Defendants’ deliberate silenceand other improper conduct BREACHES OF FIDUCIARY DUTY All preceding allegations are incorporated herein by reference. An informal confidential fiduciary relationship of trust and loyalty developed and. existed between Devaney and the Quanta Defendants, including Colson, encouraged and fostered by Colson to whom Devaney reported directly. At all material times, Colson had the position and ability to deliver, on behalf of Quanta, on the representations and commitments that were made to Devaney. Additionally or altematively, a partnership and/or joint venture relationship developed between Devaney and Defendants involving the operations of QGS and QIL, from whi “formal” fiduciary duties arose. Either way, or both ways, Colson and the other Quanta Defendants had an obligation of the utmost good faith, faimess and honesty in their dealings with Devaney with respect to matters pertaining to their mutual business and opportunities. Defendants breached their fiduciary duties owed to Devaney by, among other things, enticing and/or misleading him into jettisoning his plans for Trident in place of devoting his time and skills toward organizing and growing Quanta Govemment Services and Quanta Intemational, and developing business for other Quanta entities, while Defendants failed to provide him with the benefits and position that had enticed Devaney to Quant in the first place. Defendants’ breach of fiduciary duties allow them, including Colson individually, to profit greatly from the contracts and business opportunities that Devaney helped to bring about. Defendants also failed to account to Devaney for the withdrawals and/or diversion of assets from under Devaney’s control within QGS and QIL, in furtherance of other Quanta businesses from which they could exclude DevaneyPlaintiffs seek to recover the damages caused by Defendants’ breach of fiduciary duties, and also seeks the forfeiture and/or disgorgement of Defendants’ profits and pecuniary benefits resulting from this conduct. Additionally and/or in the altemative, Colson and the other Quanta Defendants are liable for defalcation (i.e., a willful neglect of duty based on a recklessness standard) to the parties’ venture for failing to follow through with the opportunities obtained by Devaney on behalf of Quanta. These duties were non. dischargeable fiduciary duties owed to Devaney IV. TORTIOUS INTERFERENCE WITH BUSINESS RELATIONS AND BUSINESS DISPARAGEMENT All preceding allegations are incorporated herein by reference. Defendants’ tortious interference with business relations and business disparagement of Devaney proximately caused actual damages to Devaney. For business and/or debt structure reasons that were never disclosed to Devaney, Quanta and Colson failed to perform and/or were incapable of performing a number of the contracts that Devaney was instructed to procure. This conduct by the Quanta Defendants damaged Plaintiffs exclusive and valuable ongoing and prospective business relationships with top level domestic and foreign agents and goveming officials. As a result of Quanta and Colson’s conduct, Defendants intentionally and/or improperly interfered with Plaintiffs existingan prospective contractual relation by preventing Devaney from acquiring and continuing relationship with a number of parties, including the following Alutiiq Blue Tech Asiakonstrukt (Philippines) Exxon Mobil / Halliburton / KBR Chad. Traq Ministry of Communications EmaarGroup = Iraq Coalition Provisional Authority Iraq Halliburton/ KBR Iraq Kuwait Ministry of Electricity and Water Kuwait Oil company Zain Telecommunications Kuwait METCO (Kuwait) Karachi Electric Supply Co. / Noor Investments ain Telecommunications Bahrain Saudi Aramco Emaar Group Dubai Aldar Abu Dhabi Water and Electricity company Abu Dhabi National Oil company Dubai Electricity and Water company WJ Towell (Oman) Oman Ministry of Electricity Oman Oil Company Petronas (Malaysia) The Quanta Defendants including Colson knew that they could not perform many of the potential contracts and business opportunities that Devaney developed, did not commit the time and resources necessary to perform on negotiations and opportunities that they encouraged Devaney to seek and open, and knew or should have known that their actions would cause significant actual damages and interference with Plaintiffs’ business relationships. Defendants were aware of Plaintiffs’ unique business relationships. Defendants intended, knew or should have known that their actions would damage and disrupt those relationships. Plaintiffs’ damages arose or were connected to Defendants wrongful conduct through fraud, misrepresentation, undue economic pressure, violation of state and federal procurement statutes and other sufficiently oppressive actions causing Plaintiffs’ relationships to be disrupted. Defendants’ tortious interference with business relations and _ business disparagement of Devaney proximately caused actual damages to Plaintiffs NTUM All preceding allegations are incorporated herein by reference. ddition and/or in the alternative to Defendants’ wrongful conduct as set out above, nis ble Plaijntiffs quit ble omp ion. Plaintiffs ovid d the tise inst tion the Defendants generated significant revenue and put them in a position to generate much more. Quanta and Colson ontinue to p om Plaintiffs’ unique experience, skills and business contacts. omp tion benefits and interests ere ithh om Plaintiffs , instead, ere the sole the Colson and Quanta. NEGLIGENT MISREPRESENTATION All preceding allegations are incorporated herein by reference. Defendants’ conduct and misrepresentations as described above also constitute negligent misrepresentation. In this regard, if not done intentionally, then Defendants negligently represented to Devaney that in retum for him dedicating his efforts to the development and growth of the Quanta govemment and intemational services companies, which he did, Devaney would be the head of those companies and would receive the compensation and. other benefits, interests and rights that go with such a position. Defendants acted and continued to make these and similar statements, both to Devaney and others, in conformity with these representations. Defendants made these material representations negligently (if not fraudulently, and intending that they would be relied upon by Devaney to his detriment, which they were. Moreover, Defendants negligently misled Devaney as to the true state of facts, when they were under a duty to disclose the truth. Colson, as the CEO/Chaizman of Quanta Serivces, had the power and position to cause Quanta to deliver on the representations and commitments made to Devaney. Defendants’ negligence has allowed Defendants to enrich themselves by many millions of dollars, and will generate many more millions of dollars of ill begotten gains in the future given the contacts and inroads that Devaney was able to make for Defendants while he served their interests. Defendants’ negligent misrepresentations proximately caused actual damages to Plaintiffs UNJ UST ENRICHMENT All preceding allegations are incorporated herein by reference. By virtue of the schemes and other conduct resulting in the nonpayment of compensation, benefits and interests, as described above, Defendants have unjustly enriched themselves at the expense of Devaney, causing significant damages. TING All preceding allegations are incorporated herein by reference. The Quanta Defendants including Colson breached their duties of loyalty, utmost good faith, faimess, and honesty in dealings with Devaney on matters integral to their venture and ompaniesThe alleged unlawful conversion, transfer and cross dealings by the Quanta Defendants indicate a pattem of fraudulent transactions spanning the life of the relationship with Devaney Due to the inherent complexity of determining the value of Devaney’s damages including his interest in the companies that he was empowered to organize and operate, an accounting is mandated under Texas law. Devaney requests that the Court order Defendants to submit to an accounting as plead herein. Devaney seeks an accounting of all venture and/or company funds and propertybeginning as of December d continuing through 2012 DAMAGES ASTO ALL DEFENDANTS and EXEMPLARY /PUNITIVE DAMAGES All preceding allegations are incorporated herein by reference. The breaches and wrongful acts and omissions of Defendants complained of above proximately caused damages to Plaintiffs Devaney, and Trident Ventures, in an amount well in excess of the minimum jurisdictional limits of this Court. Defendants’ conduct as described above was intentional, and it was calculated to cause, and has caused, ham to Plaintiffs. By their intentional misrepresentations and concealment when they were under a duty to disclose, Defendants’ conduct was fraudulent and/or malicious, and it was designed in whole or in part to enrich themselves or their affiliates at the expense of Plaintiffs. Accordingly, Plaintiffs are entitled to recover punitive/exemplary damages from Defendants, for which he now sues. REQUEST FOR JURY TRIAL Plaintiffs request a jury trial pursuant to IV . 216, and ha tendered the jury fee contemporaneously with the filing of this lawsuit. REQUESTS FOR DISCLOSURES Pursuant to 194, Plaintiffs request that Defendants Quanta Services, Inc., Quanta Govemment Solutions, Inc., Quanta Govemment Services, Inc., Quanta Intemational Limited and John R. Colson disclose the information or material required by Rule 194.2 (a) through (1). PRAYER WHEREFORE, Plaintiffs Patrick O. Devaney, II and Trident Ventures, Inc. pray that, upon trial, the Court grant all relief herein prayed for, including Judgment against Defendants Quanta Services, Inc., Quanta Govemment Solutions, Inc., Quanta Govemment Services, Inc., Quanta Intemational Limited and John R. Colson, jointly and severally, for damages in excess of the Court’ s jurisdictional minimum, pre judgment and post judgment interest at the highest legal rate, reasonable attomeys’ fees, and for all other relief to which Plaintiffs may show themselves justly entitled. Respectfully submitted, EON AW IRM By: _s/ JacobA. De Leon Jacob A. De Leon State Bar No. 24036465 Mason W. Hening State Bar No. 24071746 1250 Four Houston Center 1331 Lamar Street Houston, Texas 77010 (713) Telephone Telecopier ALL REITBEIL MITH P.C. By: /s/ Kenneth R. Breitheil Kenneth R. Breitbeil State Bar No. 02947690 1250 Four Houston Center 1331 Lamar Street Houston, Texas 77010 (713) 590 Telephone (713) 590 Telecopier TTORNEYS FOR LAINTIFFS ATRICK EVANEY AND RIDENT ENTURES ERTIFICATE OF SERVICE I certify that a true and correct copy of the foregoing instrument has been forwarded to all counsel of record in accordance with the Texas Rules of Civil Procedure, on this day of — ctober, 2013, as follows: Shawn L. Raymond AND ELIVERY EricJ. Mayer Matthew Behncke USMAN ODFREY L.L.P. 1000 Louisiana Street, Suite 5100 Houston, Texas 77002 s/ KennethR. Breitbeil Kenneth R. Breitbeil