United States District Court, D. Minnesota
Boyoon Choi, Esq., and Vanessa M. Ish, Esq., Choi Capital Law PLLC, Seattle, WA; Paul R. Dieseth, Esq., and Katherine N. Arnold, Esq., Dorsey & Whitney LLP, Minneapolis, MN, on behalf of Plaintiff.
J. Matthew Berner, Esq., and Tim L. Droel, Esq., Droel PLLC, Bloomington, MN, on behalf of Defendants.
MEMORANDUM OPINION AND ORDER
ANN D. MONTGOMERY, District Judge.
On March 7, 2014, the undersigned United States District Judge heard oral argument on Defendants' Motion to Compel Arbitration and Dismiss [Docket No. 24]. Plaintiff Unison Co. Ltd. ("Unison") opposes the motion. For the reasons set forth below, Defendants' motion is denied.
Unison is a South Korean company that manufactures, sells, delivers, and services Wind Turbine Generators ("WTG"). Am. Compl. [Docket No. 14] ¶¶ 1, 4. Unison sold two WTGs to Defendant Juhl Energy Development, Inc. ("JEDI"). Id . ¶ 1. The parties entered into a series of agreements: a Development Agreement in 2008, and then in April 2010, a Turbine Supply Agreement ("TSA"), a Financing Agreement, a Security Agreement, and a Secured Promissory note. Id . ¶¶ 18-22.
(1) Count 1: Juhl Energy, Inc. ("JEI"), JEDI, Daniel Juhl, John Brand, and John Mitola fraudulently induced Unison to enter into the Financing Agreement;
(2) Counts 2-7: JEDI breached the Financing Agreement,
(3) Counts 8-11: JEI, Winona County Wind, LLC ("WCW"), Winona Wind Holdings, LLC ("WWH"), Bartly J. Loethen, Audrey Loethen, and Jeff Bendel caused JEDI to breach the Financing Agreement by tortiously interfering with its performance; and
(4) Count 12-16: JEI, WCW, WWH, the Loethens, and Bendel have been unjustly enriched.
Unison claims Defendants falsely represented the Winona County Economic Development Authority (WCEDA), a public body established by Winona County, would remain the long-term owner of the wind farm to which the WTGs were delivered. Id . ¶ 26. WCEDA's continued ownership of the wind farm was important to Unison because Unison's loan to JEDI was to be repaid as soon as WCEDA obtained either permanent debt financing or equity involvement by another company. If WCEDA sold the wind farm, Unison claims, ...