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The County is not and has never been a shareholder or member of WWH.g In fact, <br /> Defendants acknowledge the County is not a member or shareholder of WWH by failing to <br /> allege this critical fact. See counterclaim, Exhibit `B". <br /> There is no cause of action which hermit, piercing the corporate veil in order to simply <br /> pick someone on the sidelines with "deep pockets". It is legally impermissible to pierce the <br /> corporate veil to someone who is not a shareholder or member. Such a theory of liability simply <br /> does not exist. <br /> In failing to allege these basic and necessary elements,Defendants have failed to state a <br /> cause of action upon which relief can be granted. Therefore, this Court should not hesitate in <br /> dismissing Count 1 of the Complaint as to the County. <br /> 2. The Amended and Restated Development Services Agreement <br /> ("ADSA") Confirms the County Cannot be Held Liable <br /> Defendants counterclaim is based upon the ADSA. See counterclaim,Exhibit `B". The <br /> ADSA expressly prohibits any claims against the County. The ADSA states: <br /> All actions or claims against either the Sponsor [designated as WWH] or UniDev arising <br /> under or relating to this Agreement shall be made only against such party as a <br /> corporation, limited liability company or other legal entity, and any liability relating <br /> thereto shall be enforceable only against the corporate or company assets of such party. <br /> See¶ 14(c), Exhibit 2 of counterclaim, Exhibit `B". <br /> Therefore, on the clear and unambiguous language of the ADSA,Defendants are unable <br /> to reach parties other than WWH. Therefore, as matter of law, Defendants are precluded from <br /> bringing a breach of contract action against the County. <br /> a The sole member of WWH is HIHT. See Exhibit"G"at 2. <br /> 6 <br />