Laserfiche WebLink
4 <br /> provided an additional thirty-one million dollars and entered into an additional agreement in June <br /> 2008 called the Development Financing Agreement. See 1154-57 of Exhibit "A". <br /> In determining whether to provide the additional funding, the County relied upon <br /> representations in 2007 and 2008 made by the Defendants. The County later learned the <br /> representations made by them were untrue. See$172-81 of Exhibit "A". <br /> In addition to the false representations made by both UniDev and UniDev Hawaii, <br /> Defendants submitted false invoices to the County in an attempt to obtain significant sums of <br /> money from the County. See 1165-69 of Exhibit"A". <br /> III. ARGUMENT <br /> A. DEFENDANTS' BREACH OF <br /> CONTRACT CLAIM IS WITHOUT MERIT <br /> 1. The County Never Owned WWH or HIHT <br /> Count 1 of the counterclaim alleges that the County is liable for breach of contract. See <br /> Exhibit `B"at p. 3 of counterclaim. However,Defendants' claim is clearly without any merit <br /> and therefore, must be dismissed. <br /> Defendants acknowledge that the County is not a party to a contract with UniDev which <br /> allegedly entitles UniDev to fees. Although the County and UniDev entered into a DSA on <br /> March 2, 2006, this DSA was assigned to WWH. See 1116-17 of the counterclaim, Exhibit`B". <br /> Therefore, it is undisputed that the County is not contractually obligated to pay any fees to <br /> UniDev. <br /> Despite not having a contract which obligates the County to pay UniDev, Defendants <br /> argue that the County is required to perform WWH obligations because WWH was "a mere alter <br /> ego, agent, or instrumentality"of the County. See 1117-18 of the counterclaim, Exhibit`B". <br /> The language "alter ego, agent or instrumentality" seeks to disregard the corporate entity's <br /> 4 <br />