Preview
Filed 12 December 31 P 1:58
Chris Daniel - District Clerk
Harris Count
2012-75663 / Court: 333 ED101) 017248427
By: Sharon Carlton
Cause No. 2012-
PATRICK O. DEVANEY, Il 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’ ORIGINAL PETITION
AND REQUEST FOR ACCOUNTING
TO THE HONORABLE COURT:
Plaintiffs, Patrick O, Devaney, II and Trident Ventures, Inc., file this Original Petition
and Request for Accounting complaining of Defendants Quanta Services, Inc., Quanta
Government Solutions, Inc. (“QGS”), Quanta Government Services, Inc., Quanta International
Limited (“QIL”) and John R. Colson (“Colson”) (collectively “Quanta” and/or “Defendants”,
and for cause would show:
DISCOVERY CONTROL PLAN
1 Pursuant to Rule 190 of the Texas Rules of Civil Procedure, discovery is intended
to be conducted under Level 3.
OVERVIEW
2 This case concerns the concerted conduct of the Quanta. Defendants to cut
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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 international arena where nation-rebuilding projects offered opportunities for
lucrative contracts and subcontracts with foreign governments, the United States government,
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. government and Middle East contacts whose trust he had carned from years of service.
Defendant Colson enticed Devaney to join forces with Quanta in 2004, with the promise that
Devaney would organize and lead Quanta’s new government and international services
companies, and that he would receive the benefits that go with such a position. Devaney trusted
Colson and Quanta to honor their actions and words.
3 Devaney accepted the mission, ceased operations of his own company — Trident
Ventures, Inc. - which had a similar government and international focus, and spent the next
seven years of his life creating, marketing and operating Quanta Government Solutions (“QGS”)
and Quanta International Limited (“QIL”). Through Devaney’s efforts, OGS, QIL and affiliated
entities generated dozens of millions of dollars in revenues for themselves or other Quanta
? 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.
2.
entities, with hundreds of millions of dollars of additional venture opportunities brought to bear
by Devaney prior to his “termination” in 2012.
4 There was one problem. Despite being formally held out as the President of QGS
and QIL to U.S. and foreign government officials and private contractors, Quanta never actually
provided Devaney the promised position and benefits. Devaney was left with obtaining payment
for his services and those of his employee in Kuwait as a per diem “consultant.” In early 2012,
after using Devaney for all they could, and with the Quanta government and international
services entities poised for further success, 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 promises to not merely use Devaney as their de facto president and
hold him out as such to the government and international community for their selfish business
purposes, but to actually compensate him as a partner in their ventures.
5 Devaney sues for the fraud, breaches of duty and other wrongful conduct that the
Defendants have perpetrated on him, and for the damages resulting from that conduct including
lost compensation and other benefits, as well as for the damages that this conduct has caused to
his career.
PARTIES
6 Plaintiff Patrick O. Devaney, II is an individual residing in California.
7. Plaintiff Trident Ventures, Inc. is a Nevada company operated by Patrick
Devaney.
3.
8 John Colson is a resident of Harris County, Texas and may be served with process
at 106 N. Wynden Estates Court, Houston, Texas 77056, or 4029 Southwestern Street, Houston,
Texas 77005, or wherever he may be found.
9. Quanta Services Inc. is a publicly traded Delaware corporation “PWR” on the
NYSE) headquartered in Harris County, Texas, at 2800 Post Oak Blvd., Suite 2600, Houston,
Texas 77056, and may be served with process by and through its registered agent, Corporation
Service Company, 211 E. 7 Street, Suite 620, Austin, Texas 78701.
10. Quanta Government Services, Inc. is a Delaware corporation headquartered in
Harris County, Texas, at 2800 Post Oak Blvd., Suite 2600, Houston, Texas 77056, and may be
served with process by and through its registered agent, Corporation Service Company, 211 E.
7" Street, Suite 620, Austin, Texas 78701.
11, Quanta Government Solutions, Inc. is currently d/b/a Quanta Services Inc., a
Delaware corporation headquartered in Harris County, Texas at 2800 Post Oak Blvd., Suite
2600, Houston, Texas 77056, and may be served with process by and through its registered
agent, Corporation Service Company at 211 E. 7" Street, Suite 620, Austin, Texas 78701.
12. Quanta International Limited is currently d/b/a Quanta Services Inc. as part of
their Philippines Division, is a British Virgin Islands entity headquartered in Harris County,
Texas at 2800 Post Oak Blvd., Suite 2600, Houston, Texas 77056, and may be served with
process by and through the registered agent of Quanta Services Inc., Corporation Service
Company, 211 E. 7 Street, Suite 620, Austin, Texas 78701.
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JURISDICTION AND VENUE
13, Venue is proper in Harris County, Texas, pursuant to § 15.001 et seq., TEx. Civ.
Prac. & REM. CoDE, 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
14. This case concerns 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.
15. Leading up to the creation of Quanta in November 1997, Colson was president
and the majority owner of Par Electrical. At the time Colson sold Par Electrical to form Quanta
and take it public, Par had approximately $80 million in annual sales and a very 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.
16. As Quanta’s largest shareholder, Utilicorp became dissatisfied with Quanta’s
performance. Starting in approximately 2001, Utilicorp announced its intention to take over the
5.
management of Quanta. In response, Quanta’s Board adopted “poison pill” tactics that would
result in any change in management control making any take over more expensive to Utilicorp.
17. 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 statements.
Quanta’s value had dropped from over $4 billion to about $220 million. The company
effectively lost its lifeline to new cost-effective financing 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.
18. 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. government 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-
Iraq invasion, when the U.S. 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 government
contract work. Quanta saw this as a 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 turn, would appease concerns among the Board of Directors
about Quanta’s dwindling domestic business). So, by the fourth quarter of 2003 Defendants
established a new entity, Quanta Government Solutions (“QGS”), which would later become one
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of the government and international services vehicles which Devaney operated to the benefit of
most all the Quanta companies.
19. 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
government contract bidding. Quanta’s entire approach to U.S. government contracting,
particularly offshore, was ineffective and overly costly. This prompted Colson to personally 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 80+ companies it owned. North consulted about this
request with Duane Clarridge, who was the founding director of the CIA’s Counterterrorist
Center, and also General Wayne Downing, the former head of U.S. Special Operations.
Following that, Patrick Devaney was recommended as the man who could lead Quanta in their
government and international contract endeavors.
20. Acting on that recommendation, Defendant Colson enticed Devaney to join forces
with Quanta in 2004. Devaney had a skill set that Quanta desperately needed for its new
government and international focus. He was a decorated Navy SEAL and special opeartions
commander with a strong financial and management background and an established residence in
the Middle East, together with U.S. government and Middle East contacts whose trust he had
earned from years of service. Beginning in early 2004, Devaney spent the next 7 years of his life
organizing and developing two of Quanta’s newest companies - - Quanta Government Solutions
(and Services, Inc.) and Quanta International Limited. In return, the parent company, Quanta
Services, Inc., and Colson promised Devaney that he would be the president of and lead the
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government and international subsidiaries of Quanta, which would operate separately, and that
Devancy would receive the benefits and equity interests that go with such a venture.
21. Consistent with these promises, Devaney ceased operation of his own company
that had a similar government and international focus, Trident Ventures, and beginning in 2004
oversaw the organization and operations of Quanta’s government and international 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 government solutions
and international services entities as well. Quanta issued business cards to Devaney that
identified him as President of Quanta Government Solutions and Quanta International, Ltd., and
Devaney was regularly heid out as such to U.S. and foreign government officials. Devaney
attended and made presentations at Presidents’ meetings with Colson and the heads of other
Quanta companies. Organizational charts identified Devaney as the President of Quanta
Government Solutions and Quanta International, and Devaney reported directly to John Colson
as the Chairman and CEO of the parent company, Quanta Services, Inc. (“PWR” on the NYSE).
22. Colson was a founder of Quanta Services and, by 2004, had become the face and
undisputed leader of the company. Devaney quickly developed a close business and personal
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 Government Solutions and Quanta International. With that title, Devaney opened
doors for Colson and the Quanta Services brand and technology/know-how to U.S. government
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
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Colson and others senior management at Quanta, as well as to the Board of Directors. Among
other things, Colson knew that Devaney had taken the plans and strategies that he had for Trident
Ventures and redirected them, and his own energies and talents, to the development of Quanta
Government Solutions and Quanta International. Because Devaney was now operating through
Quanta, he spent 2004 and the years after focusing on procurement of government and foreign
contracts that the Quanta Defendants falsely claimed they had the 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 Government Solutions and Quanta International internally to
Quanta and externally to Devaney’s contacts and clients. In short, Colson fostered and
encouraged the confidential relationship and/or venture partnership that developed and continued
between Devaney and the Quanta Defendants through the years.
23. There was one problem. Quanta never expected nor intended that the
collaboration, via Devaney’s leadership, would so quickly become the unique and enormous
source of high margin business that Quanta wanted. The prospective contracts and ventures that
Devaney originated totaled hundreds of millions of dollars which, if closed, would have
subjected other aspects of Quanta’s business practices to scrutiny under federal law and/or would
have violated loan covenants. Apparently 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 practices or debt structure, without regard for
Devaney or his business relationships.
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24. Consistent with the false and deceptive promises and commitments that were
made to him by the Defendants, and not knowing that there was something about Quanta’s debt
structure or business practices that kept Quanta from closing on contracts that involved
significant financial outlays, Devaney produced on his end of the bargain. Devaney generated
government and international 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 was instrumental in bringing about, or
assisted in bringing about, for the Quanta Defendants include:
. U.S. government 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;
Energized upgrade contract with City Power in South Africa, in advance of the
2010 World Cup;
Joint venture with Edison Power Group in South Africa and pan-Africa;
Hydrant refueling system contract at Andrews Air Force Base;
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;
Secured compartmented information facility contract as subcontractor to
Alutiiq:
Subcontracting and small business compliance on Rochester Gas & Electric and
PG&E contracts with Quanta subsidiaries;
Field services for DynMcDermott on strategic petroleum reserves;
Developed specifications for NAPSI Network, with Department of Energy as
client;
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Underground construction in a joint venture with Nova Group involving
upgrading the Navy Fuel Supply System at Point Loma, with U.S. Navy as
client;
Subcontractor to BWXT for upgrade of electrical system at Pantex River, where
client was Department of Energy;
Subcontract for upgrade to North Island Air Station fuel system, where client
was U.S. Navy;
Underground construction project to upgrade Andrews Air Force Base fuel
system;
Other contracts or subcontracts awarded where clients were U.S. Department of
Housing & Urban Development, U.S. Navy, and U.S. Forest Service; 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).
25. Devaney spent years successfully executing the mission that brought him to
Quanta, even though it was ultimately based on the empty promises of Colson and others to treat
and compensate him internally in the same way as they held him out externally — as the head of
the entities that Devaney had come to define. In early 2012, after using Devaney for all they
could, and with the Quanta government and international 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 executive control of the companies from him. None of this
would have happened to Devaney had the Quanta Defendants, including Colson, made good on
their promises to Devaney to not merely use him as the chief of their government services and
international businesses and hold him out as such to the government and international
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community for their selfish business purposes, but to actually compensate him as a principal in
their ventures.
26. 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 his career.
DISCOVERY RULE
27. Devaney 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 well within
two years of the filing of this lawsuit. Moreover, Defendants’ deceptive and misleading
communications to Devaney amounted to a fraudulent concealment of their earlier wrongful acts
or omissions herein described, and prevented Devaney from knowing or having reason to know,
in the exercise of reasonable diligence, of Defendants’ wrongful acts or omissions which
proximately caused damages to Devaney. Devaney pleads the Discovery Rule as an exception to
any claim of limitations by Defendants.
CONDITIONS PRECEDENT
28. All conditions precedent to Plaintiffs’ claims and damages, or other relief
requested have been performed or have occurred.
CAUSES OF ACTION AND REQUESTS FOR RELIEF
1
FRAUD, FRAUD IN THE INDUCEMENT AND PROMISSORY FRAUD
29. All preceding allegations are incorporated herein by reference.
30. 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 return for him dedicating his efforts to the development and
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growth of the Quanta government and international services companies, Devaney would be the
president and the head of those companies and would receive the benefits and equity rights that
go with such a position. Defendants acted and continued to make these statements, both to
Devaney and others, in conformity with these promises and representations. Defendants made
these representations knowing that they were false and material, and intending that they would
be relied upon by Devaney to his detriment, which they were. 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.
31. Defendants’ motive for this conduct is obvious. For every dollar that they can
avoid paying Devaney, Defendants or their affiliates and officers stand 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.
I.
FRAUD BY NONDISCLOSURE
32. “All preceding allegations are incorporated herein by reference.
33. In addition to the foregoing, once the relationship between Devaney and Quanta
had matured and Devaney was performing in good faith based on the promises 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 with nothing.
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34. The Quanta Defendants knew Devaney was not privy to all financial information
and operational costs of Quanta. If Quanta would have disclosed their intentions, Devaney
would have sought a proper dissolution of their relationship in an attempt to mitigate the
damages caused by Quanta’s dishonesty and illusory promises. Colson and the other Defendants
had many opportunities to disclose the “reality” to Devaney but chose not to. Devaney
justifiably relied on Defendants’ deliberate silence.
TIL.
BREACHES OF FIDUCIARY DUTY
35. All preceding allegations are incorporated herein by reference.
36. An informal confidential fiduciary relationship of trust and loyalty developed and
existed between Devaney and the Quanta Defendants, encouraged and fostered by Colson to
whom Devaney reported directly. Additionally or alternatively, a partnership and/or joint
venture relationship developed between Devaney and Defendants involving the operations of
QGS and QIL, from which “formal” fiduciary duties arose. Either way, or both ways, Colson
and Quanta had an obligation of the utmost good faith, fairness and honesty in their dealings
with Devaney with respect to matters pertaining to their mutual business and opportunities.
37. Defendants breached their fiduciary duties owed to Devaney by, among other
things, misleading him into devoting his time and skills toward growing Quanta Government
Services and Quanta International, and developing business for other Quanta entities, while
Defendants knew that they would not provide him with the benefits and position that had enticed
Devaney to Quanta in the first place. Defendants’ breaches of fiduciary duties damaged
Devaney by depriving him of fair compensation for his services and extended dedication, at the
sacrifice of a significant part of his post-military business career, and benefitted Defendants by
allowing them to profit greatly from the contracts and business opportunities that Devaney
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helped to bring about. Defendants also failed to account to Plaintiff for their 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 Devaney. Devaney seeks to recover the
damages caused by this conduct, and also seeks the forfeiture and/or disgorgement of
Defendants’ profits resulting from this conduct.
38. Additionally and/or in the alternative, Colson and the other Quanta Defendants
are liable for defalcation (i.c., 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
39. All preceding allegations are incorporated herein by reference,
40. Defendants’ tortious interference with business relations and business
disparagement of Devaney proximately caused actual damages to Devancy.
41. For business and/or debt structure reasons that were never disclosed to Devaney,
Quanta and Colson failed to perform and/or was incapable of performing on 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 governing officials.
42. As a result of Quanta and Colson’s conduct, Defendants intentionally and/or
improperly interfered with Plaintiffs existing and prospective contractual relations by preventing
Plaintiff from acquiring and continuing relationship with a number of parties, including the
following:
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Alutiiq
American Friends of the Royal Hospital Chelsea - Prime Minister Scholars
Blue Tech
Asiakonstrukt — (Philippines)
Exxon Mobil / Halliburton / KBR — Chad
traq Ministry of Communications
Emaar Group — 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
Zain Telecommunications — Bahrain
Saudi Aramco
Emaar Group — Dubai
Aldar
Abu Dhabi Water and Electricity company
Abu Dhabi National Oil company
Dubai Electricity and Water company
Kahramaa (Qatar general electric and water company
Exxon Mobil — Qatar
WI Towell (Oman)
Oman Ministry of Electricity
Oman Oil Company
Petronas (Malaysia)
SCOMI (Malaysia)
43. The Quanta Defendants including Colson knew that they could not perform on
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 seck and open, and knew or should have known that their actions would
cause significant actual damages and interference with Devancy’s business relationships.
44, Defendants were aware of Devaney’s unique business relationships. Defendants
intended, knew or should have known that their actions would damage and disrupt those
relationships. Devaney’s damages arose or were connected to Defendants wrongful conduct
through fraud, misrepresentation, undue economic pressure, violation of state and federal
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procurement statutes and other sufficiently oppressive actions causing Devaney’s relationships to
be disrupted.
45. Defendants’ tortious interference with business relations and business
disparagement of Devaney proximately caused actual damages to Devaney.
Vv.
QUANTUM MERUIT
46. All preceding allegations are incorporated herein by reference.
47. In the addition to and/or in the alternative to Defendants’ wrongful
conduct as set out above, Defendants knowingly accepted valuable services from
Devaney that required equitable compensation. Devaney provided the fundamental expertise
and instruction for the Defendants that generated significant revenue and put them in a position
to generate much more. Quanta and Colson profited and continue to profit from Devaney’s
unique skills and business contacts. Such compensation, benefits and interests were
wrongfully withheld from Devaney and, instead, were used for the sole benefit and enrichment
of the Colson and Quanta.
VI
UNJUST ENRICHMENT
48. All preceding allegations are incorporated herein by reference.
49. By virtue of the schemes and other conduct resulting in the nonpayment of
promised compensation, benefits and interests, as described above, Defendants have unjustly
enriched themselves at the expense of Devaney, causing significant damages.
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VIL.
DEMAND FOR ACCOUNTING
50. All preceding allegations are incorporated herein by reference.
31. The Quanta Defendants including Colson breached their duties of loyalty, utmost
good faith, fairness, and honesty in dealings with Devaney on matters integral to their venture
and companies. The alleged unlawful conversion, transfer and cross dealings by the Quanta
Defendants indicate a pattern 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. Devancy 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 property beginning as of December 31, 2004 and continuing through 2012.
Vit,
DAMAGES AS TO ALL DEFENDANTS
and
EXEMPLARY/PUNITIVE DAMAGES
52. All preceding allegations are incorporated herein by reference.
53. The breaches and wrongful acts and omissions of Defendants complained of
above proximately caused damages to Devaney, and Trident Ventures, in an amount well in
excess of the minimum jurisdictional limits of this Court.
54. Defendants’ conduct as described above was intentional, and it was calculated to
cause, and has caused, harm to Devaney. 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
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at the expense of Devaney. Accordingly, Devaney is entitled to recover punitive/exemplary
damages from Defendants, for which he now sues.
REQUEST FOR JURY TRIAL
55. Devaney requests a jury trial pursuant to TEX. R. Civ. P. 216, and has tendered the
jury fee contemporaneously with the filing of this lawsuit.
REQUESTS FOR DISCLOSURES
56. Pursuant to TEX. R. Crv. P. 194, Plaintiffs request that Defendants Quanta
Services, Inc., Quanta Government Solutions, Inc., Quanta Government Services, Inc., Quanta
International 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 Government Solutions, Inc., Quanta Government Services, Inc.,
Quanta International 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
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rate, reasonable attorneys’ fees, and for all other relief to which Plaintiffs may show themselves
justly entitled.
Respectfully submitted,
De LEON LAW FIRM
sn 2
B
Jacob A. De Leon
DeLeon
State Bat’ No, 24036465
Mason W. Herring
State Bar No. 24071746
1250 Four Houston Center
1331 Lamar Street
Houston, Texas 77010-3027
(713) 228-7300 — Telephone
(713) 228-7302 — Telecopier
MCFALL, BREITBEIL & SMITH, B.C.
By:
Kénneth R. Breitbeil
State Bar No. 02947690
1250 Four Houston Center
1331 Lamar Street
Houston, Texas 77010-3027
(713) 590-9300 - Telephone
(713) 590-9399 — Telecopier
ATTORNEYS FOR PLAINTIFFS PATRICK 0.
DEVANEY, Ii AND TRIDENT VENTURES, INC.
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Filed 12 December 31 P 1:58 Chris Daniel - District Clerk Harris Count 2012-75663 / Court: 333 ED101) 017248427 By: Sharon Carlton Cause No. 2012- PATRICK O. DEVANEY, Il 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’ ORIGINAL PETITION AND REQUEST FOR ACCOUNTING TO THE HONORABLE COURT: Plaintiffs, Patrick O, Devaney, II and Trident Ventures, Inc., file this Original Petition and Request for Accounting complaining of Defendants Quanta Services, Inc., Quanta Government Solutions, Inc. (“QGS”), Quanta Government Services, Inc., Quanta International Limited (“QIL”) and John R. Colson (“Colson”) (collectively “Quanta” and/or “Defendants”, and for cause would show: DISCOVERY CONTROL PLAN 1 Pursuant to Rule 190 of the Texas Rules of Civil Procedure, discovery is intended to be conducted under Level 3. OVERVIEW 2 This case concerns the concerted conduct of the Quanta. Defendants to cut -1- 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 international arena where nation-rebuilding projects offered opportunities for lucrative contracts and subcontracts with foreign governments, the United States government, 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. government and Middle East contacts whose trust he had carned from years of service. Defendant Colson enticed Devaney to join forces with Quanta in 2004, with the promise that Devaney would organize and lead Quanta’s new government and international services companies, and that he would receive the benefits that go with such a position. Devaney trusted Colson and Quanta to honor their actions and words. 3 Devaney accepted the mission, ceased operations of his own company — Trident Ventures, Inc. - which had a similar government and international focus, and spent the next seven years of his life creating, marketing and operating Quanta Government Solutions (“QGS”) and Quanta International Limited (“QIL”). Through Devaney’s efforts, OGS, QIL and affiliated entities generated dozens of millions of dollars in revenues for themselves or other Quanta ? 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. 2. entities, with hundreds of millions of dollars of additional venture opportunities brought to bear by Devaney prior to his “termination” in 2012. 4 There was one problem. Despite being formally held out as the President of QGS and QIL to U.S. and foreign government officials and private contractors, Quanta never actually provided Devaney the promised position and benefits. Devaney was left with obtaining payment for his services and those of his employee in Kuwait as a per diem “consultant.” In early 2012, after using Devaney for all they could, and with the Quanta government and international services entities poised for further success, 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 promises to not merely use Devaney as their de facto president and hold him out as such to the government and international community for their selfish business purposes, but to actually compensate him as a partner in their ventures. 5 Devaney sues for the fraud, breaches of duty and other wrongful conduct that the Defendants have perpetrated on him, and for the damages resulting from that conduct including lost compensation and other benefits, as well as for the damages that this conduct has caused to his career. PARTIES 6 Plaintiff Patrick O. Devaney, II is an individual residing in California. 7. Plaintiff Trident Ventures, Inc. is a Nevada company operated by Patrick Devaney. 3. 8 John Colson is a resident of Harris County, Texas and may be served with process at 106 N. Wynden Estates Court, Houston, Texas 77056, or 4029 Southwestern Street, Houston, Texas 77005, or wherever he may be found. 9. Quanta Services Inc. is a publicly traded Delaware corporation “PWR” on the NYSE) headquartered in Harris County, Texas, at 2800 Post Oak Blvd., Suite 2600, Houston, Texas 77056, and may be served with process by and through its registered agent, Corporation Service Company, 211 E. 7 Street, Suite 620, Austin, Texas 78701. 10. Quanta Government Services, Inc. is a Delaware corporation headquartered in Harris County, Texas, at 2800 Post Oak Blvd., Suite 2600, Houston, Texas 77056, and may be served with process by and through its registered agent, Corporation Service Company, 211 E. 7" Street, Suite 620, Austin, Texas 78701. 11, Quanta Government Solutions, Inc. is currently d/b/a Quanta Services Inc., a Delaware corporation headquartered in Harris County, Texas at 2800 Post Oak Blvd., Suite 2600, Houston, Texas 77056, and may be served with process by and through its registered agent, Corporation Service Company at 211 E. 7" Street, Suite 620, Austin, Texas 78701. 12. Quanta International Limited is currently d/b/a Quanta Services Inc. as part of their Philippines Division, is a British Virgin Islands entity headquartered in Harris County, Texas at 2800 Post Oak Blvd., Suite 2600, Houston, Texas 77056, and may be served with process by and through the registered agent of Quanta Services Inc., Corporation Service Company, 211 E. 7 Street, Suite 620, Austin, Texas 78701. -4- JURISDICTION AND VENUE 13, Venue is proper in Harris County, Texas, pursuant to § 15.001 et seq., TEx. Civ. Prac. & REM. CoDE, 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 14. This case concerns 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. 15. Leading up to the creation of Quanta in November 1997, Colson was president and the majority owner of Par Electrical. At the time Colson sold Par Electrical to form Quanta and take it public, Par had approximately $80 million in annual sales and a very 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. 16. As Quanta’s largest shareholder, Utilicorp became dissatisfied with Quanta’s performance. Starting in approximately 2001, Utilicorp announced its intention to take over the 5. management of Quanta. In response, Quanta’s Board adopted “poison pill” tactics that would result in any change in management control making any take over more expensive to Utilicorp. 17. 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 statements. Quanta’s value had dropped from over $4 billion to about $220 million. The company effectively lost its lifeline to new cost-effective financing 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. 18. 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. government 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- Iraq invasion, when the U.S. 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 government contract work. Quanta saw this as a 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 turn, would appease concerns among the Board of Directors about Quanta’s dwindling domestic business). So, by the fourth quarter of 2003 Defendants established a new entity, Quanta Government Solutions (“QGS”), which would later become one 6- of the government and international services vehicles which Devaney operated to the benefit of most all the Quanta companies. 19. 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 government contract bidding. Quanta’s entire approach to U.S. government contracting, particularly offshore, was ineffective and overly costly. This prompted Colson to personally 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 80+ companies it owned. North consulted about this request with Duane Clarridge, who was the founding director of the CIA’s Counterterrorist Center, and also General Wayne Downing, the former head of U.S. Special Operations. Following that, Patrick Devaney was recommended as the man who could lead Quanta in their government and international contract endeavors. 20. Acting on that recommendation, Defendant Colson enticed Devaney to join forces with Quanta in 2004. Devaney had a skill set that Quanta desperately needed for its new government and international focus. He was a decorated Navy SEAL and special opeartions commander with a strong financial and management background and an established residence in the Middle East, together with U.S. government and Middle East contacts whose trust he had earned from years of service. Beginning in early 2004, Devaney spent the next 7 years of his life organizing and developing two of Quanta’s newest companies - - Quanta Government Solutions (and Services, Inc.) and Quanta International Limited. In return, the parent company, Quanta Services, Inc., and Colson promised Devaney that he would be the president of and lead the -7- government and international subsidiaries of Quanta, which would operate separately, and that Devancy would receive the benefits and equity interests that go with such a venture. 21. Consistent with these promises, Devaney ceased operation of his own company that had a similar government and international focus, Trident Ventures, and beginning in 2004 oversaw the organization and operations of Quanta’s government and international 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 government solutions and international services entities as well. Quanta issued business cards to Devaney that identified him as President of Quanta Government Solutions and Quanta International, Ltd., and Devaney was regularly heid out as such to U.S. and foreign government officials. Devaney attended and made presentations at Presidents’ meetings with Colson and the heads of other Quanta companies. Organizational charts identified Devaney as the President of Quanta Government Solutions and Quanta International, and Devaney reported directly to John Colson as the Chairman and CEO of the parent company, Quanta Services, Inc. (“PWR” on the NYSE). 22. Colson was a founder of Quanta Services and, by 2004, had become the face and undisputed leader of the company. Devaney quickly developed a close business and personal 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 Government Solutions and Quanta International. With that title, Devaney opened doors for Colson and the Quanta Services brand and technology/know-how to U.S. government 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 -8- Colson and others senior management at Quanta, as well as to the Board of Directors. Among other things, Colson knew that Devaney had taken the plans and strategies that he had for Trident Ventures and redirected them, and his own energies and talents, to the development of Quanta Government Solutions and Quanta International. Because Devaney was now operating through Quanta, he spent 2004 and the years after focusing on procurement of government and foreign contracts that the Quanta Defendants falsely claimed they had the 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 Government Solutions and Quanta International internally to Quanta and externally to Devaney’s contacts and clients. In short, Colson fostered and encouraged the confidential relationship and/or venture partnership that developed and continued between Devaney and the Quanta Defendants through the years. 23. There was one problem. Quanta never expected nor intended that the collaboration, via Devaney’s leadership, would so quickly become the unique and enormous source of high margin business that Quanta wanted. The prospective contracts and ventures that Devaney originated totaled hundreds of millions of dollars which, if closed, would have subjected other aspects of Quanta’s business practices to scrutiny under federal law and/or would have violated loan covenants. Apparently 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 practices or debt structure, without regard for Devaney or his business relationships. -9- 24. Consistent with the false and deceptive promises and commitments that were made to him by the Defendants, and not knowing that there was something about Quanta’s debt structure or business practices that kept Quanta from closing on contracts that involved significant financial outlays, Devaney produced on his end of the bargain. Devaney generated government and international 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 was instrumental in bringing about, or assisted in bringing about, for the Quanta Defendants include: . U.S. government 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; Energized upgrade contract with City Power in South Africa, in advance of the 2010 World Cup; Joint venture with Edison Power Group in South Africa and pan-Africa; Hydrant refueling system contract at Andrews Air Force Base; 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; Secured compartmented information facility contract as subcontractor to Alutiiq: Subcontracting and small business compliance on Rochester Gas & Electric and PG&E contracts with Quanta subsidiaries; Field services for DynMcDermott on strategic petroleum reserves; Developed specifications for NAPSI Network, with Department of Energy as client; -10- Underground construction in a joint venture with Nova Group involving upgrading the Navy Fuel Supply System at Point Loma, with U.S. Navy as client; Subcontractor to BWXT for upgrade of electrical system at Pantex River, where client was Department of Energy; Subcontract for upgrade to North Island Air Station fuel system, where client was U.S. Navy; Underground construction project to upgrade Andrews Air Force Base fuel system; Other contracts or subcontracts awarded where clients were U.S. Department of Housing & Urban Development, U.S. Navy, and U.S. Forest Service; 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). 25. Devaney spent years successfully executing the mission that brought him to Quanta, even though it was ultimately based on the empty promises of Colson and others to treat and compensate him internally in the same way as they held him out externally — as the head of the entities that Devaney had come to define. In early 2012, after using Devaney for all they could, and with the Quanta government and international 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 executive control of the companies from him. None of this would have happened to Devaney had the Quanta Defendants, including Colson, made good on their promises to Devaney to not merely use him as the chief of their government services and international businesses and hold him out as such to the government and international -ll- community for their selfish business purposes, but to actually compensate him as a principal in their ventures. 26. 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 his career. DISCOVERY RULE 27. Devaney 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 well within two years of the filing of this lawsuit. Moreover, Defendants’ deceptive and misleading communications to Devaney amounted to a fraudulent concealment of their earlier wrongful acts or omissions herein described, and prevented Devaney from knowing or having reason to know, in the exercise of reasonable diligence, of Defendants’ wrongful acts or omissions which proximately caused damages to Devaney. Devaney pleads the Discovery Rule as an exception to any claim of limitations by Defendants. CONDITIONS PRECEDENT 28. All conditions precedent to Plaintiffs’ claims and damages, or other relief requested have been performed or have occurred. CAUSES OF ACTION AND REQUESTS FOR RELIEF 1 FRAUD, FRAUD IN THE INDUCEMENT AND PROMISSORY FRAUD 29. All preceding allegations are incorporated herein by reference. 30. 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 return for him dedicating his efforts to the development and -12- growth of the Quanta government and international services companies, Devaney would be the president and the head of those companies and would receive the benefits and equity rights that go with such a position. Defendants acted and continued to make these statements, both to Devaney and others, in conformity with these promises and representations. Defendants made these representations knowing that they were false and material, and intending that they would be relied upon by Devaney to his detriment, which they were. 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. 31. Defendants’ motive for this conduct is obvious. For every dollar that they can avoid paying Devaney, Defendants or their affiliates and officers stand 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. I. FRAUD BY NONDISCLOSURE 32. “All preceding allegations are incorporated herein by reference. 33. In addition to the foregoing, once the relationship between Devaney and Quanta had matured and Devaney was performing in good faith based on the promises 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 with nothing. -13- 34. The Quanta Defendants knew Devaney was not privy to all financial information and operational costs of Quanta. If Quanta would have disclosed their intentions, Devaney would have sought a proper dissolution of their relationship in an attempt to mitigate the damages caused by Quanta’s dishonesty and illusory promises. Colson and the other Defendants had many opportunities to disclose the “reality” to Devaney but chose not to. Devaney justifiably relied on Defendants’ deliberate silence. TIL. BREACHES OF FIDUCIARY DUTY 35. All preceding allegations are incorporated herein by reference. 36. An informal confidential fiduciary relationship of trust and loyalty developed and existed between Devaney and the Quanta Defendants, encouraged and fostered by Colson to whom Devaney reported directly. Additionally or alternatively, a partnership and/or joint venture relationship developed between Devaney and Defendants involving the operations of QGS and QIL, from which “formal” fiduciary duties arose. Either way, or both ways, Colson and Quanta had an obligation of the utmost good faith, fairness and honesty in their dealings with Devaney with respect to matters pertaining to their mutual business and opportunities. 37. Defendants breached their fiduciary duties owed to Devaney by, among other things, misleading him into devoting his time and skills toward growing Quanta Government Services and Quanta International, and developing business for other Quanta entities, while Defendants knew that they would not provide him with the benefits and position that had enticed Devaney to Quanta in the first place. Defendants’ breaches of fiduciary duties damaged Devaney by depriving him of fair compensation for his services and extended dedication, at the sacrifice of a significant part of his post-military business career, and benefitted Defendants by allowing them to profit greatly from the contracts and business opportunities that Devaney -14- helped to bring about. Defendants also failed to account to Plaintiff for their 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 Devaney. Devaney seeks to recover the damages caused by this conduct, and also seeks the forfeiture and/or disgorgement of Defendants’ profits resulting from this conduct. 38. Additionally and/or in the alternative, Colson and the other Quanta Defendants are liable for defalcation (i.c., 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 39. All preceding allegations are incorporated herein by reference, 40. Defendants’ tortious interference with business relations and business disparagement of Devaney proximately caused actual damages to Devancy. 41. For business and/or debt structure reasons that were never disclosed to Devaney, Quanta and Colson failed to perform and/or was incapable of performing on 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 governing officials. 42. As a result of Quanta and Colson’s conduct, Defendants intentionally and/or improperly interfered with Plaintiffs existing and prospective contractual relations by preventing Plaintiff from acquiring and continuing relationship with a number of parties, including the following: ~15- Alutiiq American Friends of the Royal Hospital Chelsea - Prime Minister Scholars Blue Tech Asiakonstrukt — (Philippines) Exxon Mobil / Halliburton / KBR — Chad traq Ministry of Communications Emaar Group — 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 Zain Telecommunications — Bahrain Saudi Aramco Emaar Group — Dubai Aldar Abu Dhabi Water and Electricity company Abu Dhabi National Oil company Dubai Electricity and Water company Kahramaa (Qatar general electric and water company Exxon Mobil — Qatar WI Towell (Oman) Oman Ministry of Electricity Oman Oil Company Petronas (Malaysia) SCOMI (Malaysia) 43. The Quanta Defendants including Colson knew that they could not perform on 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 seck and open, and knew or should have known that their actions would cause significant actual damages and interference with Devancy’s business relationships. 44, Defendants were aware of Devaney’s unique business relationships. Defendants intended, knew or should have known that their actions would damage and disrupt those relationships. Devaney’s damages arose or were connected to Defendants wrongful conduct through fraud, misrepresentation, undue economic pressure, violation of state and federal -16- procurement statutes and other sufficiently oppressive actions causing Devaney’s relationships to be disrupted. 45. Defendants’ tortious interference with business relations and business disparagement of Devaney proximately caused actual damages to Devaney. Vv. QUANTUM MERUIT 46. All preceding allegations are incorporated herein by reference. 47. In the addition to and/or in the alternative to Defendants’ wrongful conduct as set out above, Defendants knowingly accepted valuable services from Devaney that required equitable compensation. Devaney provided the fundamental expertise and instruction for the Defendants that generated significant revenue and put them in a position to generate much more. Quanta and Colson profited and continue to profit from Devaney’s unique skills and business contacts. Such compensation, benefits and interests were wrongfully withheld from Devaney and, instead, were used for the sole benefit and enrichment of the Colson and Quanta. VI UNJUST ENRICHMENT 48. All preceding allegations are incorporated herein by reference. 49. By virtue of the schemes and other conduct resulting in the nonpayment of promised compensation, benefits and interests, as described above, Defendants have unjustly enriched themselves at the expense of Devaney, causing significant damages. -17- VIL. DEMAND FOR ACCOUNTING 50. All preceding allegations are incorporated herein by reference. 31. The Quanta Defendants including Colson breached their duties of loyalty, utmost good faith, fairness, and honesty in dealings with Devaney on matters integral to their venture and companies. The alleged unlawful conversion, transfer and cross dealings by the Quanta Defendants indicate a pattern 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. Devancy 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 property beginning as of December 31, 2004 and continuing through 2012. Vit, DAMAGES AS TO ALL DEFENDANTS and EXEMPLARY/PUNITIVE DAMAGES 52. All preceding allegations are incorporated herein by reference. 53. The breaches and wrongful acts and omissions of Defendants complained of above proximately caused damages to Devaney, and Trident Ventures, in an amount well in excess of the minimum jurisdictional limits of this Court. 54. Defendants’ conduct as described above was intentional, and it was calculated to cause, and has caused, harm to Devaney. 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 -18- at the expense of Devaney. Accordingly, Devaney is entitled to recover punitive/exemplary damages from Defendants, for which he now sues. REQUEST FOR JURY TRIAL 55. Devaney requests a jury trial pursuant to TEX. R. Civ. P. 216, and has tendered the jury fee contemporaneously with the filing of this lawsuit. REQUESTS FOR DISCLOSURES 56. Pursuant to TEX. R. Crv. P. 194, Plaintiffs request that Defendants Quanta Services, Inc., Quanta Government Solutions, Inc., Quanta Government Services, Inc., Quanta International 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 Government Solutions, Inc., Quanta Government Services, Inc., Quanta International 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 -19- rate, reasonable attorneys’ fees, and for all other relief to which Plaintiffs may show themselves justly entitled. Respectfully submitted, De LEON LAW FIRM sn 2 B Jacob A. De Leon DeLeon State Bat’ No, 24036465 Mason W. Herring State Bar No. 24071746 1250 Four Houston Center 1331 Lamar Street Houston, Texas 77010-3027 (713) 228-7300 — Telephone (713) 228-7302 — Telecopier MCFALL, BREITBEIL & SMITH, B.C. By: Kénneth R. Breitbeil State Bar No. 02947690 1250 Four Houston Center 1331 Lamar Street Houston, Texas 77010-3027 (713) 590-9300 - Telephone (713) 590-9399 — Telecopier ATTORNEYS FOR PLAINTIFFS PATRICK 0. DEVANEY, Ii AND TRIDENT VENTURES, INC. -20-