2022.04.18 Motion For Second Complaint (34626954.2)

STATE OF MICHIGAN
IN THE CIRCUIT COURT FOR THE COUNTY OF ST. CLAIR

____________________
1864 US-23, LLC, a Michigan limited

1864 Case No. 21-000282-CZ
21 -000282-CZ
liability company, et al., Hon. Cynthia A. Lane
Plaintiff,
V
v
CITY OF PORT HURON, et al.
Defendants
and
FARM SCIENCE LLC, et al., Case No. 21-000560-CZ
21 -000560-CZ
Hon. Cynthia A. Lane
Plaintiffs,
V
v
CITY OF PORT HURON,
Defendant
and
JAR HOLDINGS, LLC, a Michigan limited Case No. 21-000647-CZ
21 -000647-CZ
liability company, Hon. Cynthia A. Lane
Plaintiff,
V
v
CITY OF PORT HURON,
Defendant
and
BRT CAPITAL 3, LLC, a Michigan limited Case No. 21-000920-CZ
21 -000920-CZ
Plaintiff
Plaintiff
yv INTERVENING PLAINTIFF BRT
CITY OF PORT HURON, CAPITAL 3, LLC'S
LLC’S
Defendant. MOTION FOR LEAVE TO FILE
SECOND AMENDED
//
COMPLAINT
11
Nadeem N. Harfouch (P67363) Charles N. Ash (P55941)
ØOUCH LAW FIRM PLLC
THE HARFOUCH Gaëtan Gerville-Réache (P68718)
77 East Long Lake Road, 1st1st Floor Cory (P83112)
Brandon J. Cory
Bloomfield Hills, Michigan 483094 WARNER NORCROSS + JUDD LLP
(248) 781-8800 1.50 Ottawa Avenue NW, Suite 1500
150 1500
Nharfouch@harfouchlaw.com Grand Rapids, Michigan 49503
Attorneys for
for Plaintiff US-23, LLC
Plaintiff 1864 US-23, (616) 752-2000
cash@wnj.com
David
David A.A. Keyes
Keyes (P43917)
(P43917) greache@wnj.com
greache@wnj.com
KEYES
KEYES LAW LAW bcory@wnj.com
bcory@wnj.com
3953 24th
3953 24th Avenue
Avenue Attorneys
Attorneys for
for Intervenor-PI
Intervenor-Pl Attitude Wellness, LLC
Attitude Wellness, LLC
Fort Gratiot, Michigan
Fort Gratiot, Michigan 48059
48059
(8 10) 434-1581
(810) 434-1581 Gary A.
Gary A. Fletcher
Fletcher (P26823)
(P26823)
davidkeyes@keyes.law
davidkeyes@keyes.law Todd J.
Todd J. Shoudy
Shoudy (P41895)
(P41895)
Attorneys
Attorneys for
for Intervenors-Plaintiffs
Intervenors-Plaintiffs Blue Water Canna
Blue Water Canna T. Allen
T. Francis (P66160)
Allen Francis (P66160)
LLC and Huron
LLC and Huron Botanical
Botanical Extractions,
Extractions, LLC
LLC FLETCHER FEALKO
FLETCHER FEALKO SHOUDY
SHOUDY & & FRANCIS,
FRANCIS, PC
PC
1411 Third Street, Suite F
1411
Robert D. Ihrie (P26451) Port Huron, Michigan 48060
Harold Perakis (P35921) (810) 987-8444
IHRIE OBRIEN trancis@fletcherfealko.com
24055 Jefferson, Suite 2000 Attorneys for
for the Defendant City of
of Port Huron
St. Clair Shores, Michigan 48080
(586) 778-7778 Jonathan B. Frank (P42656)
hperakis@ihrieobrienlaw.
hperakis@ihrieobrienlaw.com corn Janette E. Frank (P42661)
Attorneys for
for Plaintiffs Farm Science,
Science, LLC & Abraham FRANK & FRANK LAW
3910 Telegraph
3910 Telegraph Road,
Road, Suite
Suite 200
200
Aaron D. Geyer
Aaron D. Geyer (P39889)
(P39889) Bloomfield Hills,
Bloomfield Hills, MI
11 48302
48302
AIELLO
AIELLO & & ASSOCIATES,
ASSOCIATES, PLLCPLLC (248) 723-8691
(248) 723-8691
32411 Mound
32411 Mound Road
Road JonFrank@FrankandFranklaw.com
JonFrank@FrankandFranklaw.com
Warren,
Warren, Michigan 48092
Michigan 48092 JanFrank@FrankandFranklaw. com
JanFrank@FrankandFranklaw.com
(586) 303-2211
(586) 303-2211 Attorneys
Attorneys for
for Intervenor-Def
Intervenor-Def Exhibit Cannabis, LLC
Exhibit Cannabis, LLC
aaron@chrisaiello.com
Attorneys
Attorneys for
for Intervenor-Defendant Ox Tail,
Intervenor-Defendant Ox Tail, Inc.
Inc. Frank M.
Frank Deluca (P41604)
M. Deluca (P41604)
FLEMING YATOOMA & BOROWICZ PLC
Michael T. Woodyard (P64612) 1615 S. Telegraph Road
1615
WOODYARD & ASSOCIATES, PLLC Bloomfield Hills, Michigan 48302
45450 Parkdale, Suite 100
100 (248) 230-2820
Canton, Michigan 48188 deluca@fyblaw.com
(313) 855-5222 Attorneys for
for Plaint ffJar Holdings,
Plaintiff Holdings, LLC
Michael@woodyardlaw.
Michael@woodyardlaw.com com
Attys for
for Intervenor-Def
Intervenor-Def Progress for
for Michigan 2020 Anthony J. Bologna (P72698)
LEGAL CONSULTING, PLLC
Jacqueline Langwith
Jacqueline (P79600)
Langwith (P79600) 26110 American
26110 American Drive, suite 500
Drive, suite 500
POLLICELLA, PLLC
POLLICELLA, PLLC Southfield, Michigan
Southfield, Michigan 48034
48034
4312 E. Grand
4312 E. Grand River
River (248) 227-2278
(248) 227-2278
Howell, Michigan
Howell, Michigan 48843
48843 ab@consultmgpllc. com
ab@consultingpllc.com
(517) 546-1181
(517) 546-1181 Attorneys
Attorneys for
for Intervenor-Plaintiff Trucenta, LLC
Intervenor-Plaintiff Trucenta, LLC
jjackie@pollicella.net
ackie@pollicella.net
Attorneys
Attorneys for
for Intervenor-Def
Intervenor-Def Revolution Strains, Inc.
Revolution Strains, Inc. Joslin E.
Joslin Monahan (P77362)
E. Monahan (P77362)
Chad L.
Chad L. Antuma
Antuma (P83758)
(P83758)
Joshua N.
Joshua Covert (P75733)
N. Covert (P75733) MILLER JOHNSON
MILLER JOHNSON
THE COVERT LAW FIRM 1100
45 Ottawa Ave. SW, Suite 1100
1129 N. Washington Avenue
1129 Grand Rapids, MI 49503
Lansing, Michigan 48906 (616) 831-1700
(517) 512-8364 monahanj @millerjohnson.com
monahanj@millerjohnson.com
jmc@covertlaw.com antumac @miller] ohnson. cor
antumac@millerjohnson.com
Attorneys for
for Intervenor-P1
Intervenor-Pl Greenland Meds,
Meds, LLC Attorneys for
for Intervenor-PlaintffBRT
Intervenor-Plaintiff BRT Capital 3 LLC
2
INTERVENING PLAINTIFF BRT CAPITAL 3, LLC’S
LLC'S
MOTION FOR LEAVE TO FILE SECOND AMENDED COMPLAINT
Pursuant to MCR 2.118(A)(2), Intervening Plaintiff BRT Capital 3 LLC (“BRT”)

("BRT")
seeks leave of this Court to file its Second Amended Complaint. In support of its Motion, BRT
states:
Relevant Factual Background
1.
1. BRT seeks leave to amend its complaint to add additional parties to this dispute so
this Court may resolve all claims in relation to the licensing debacle caused by Sam Pernick,
Progress for Michigan 2020, Portage Acquisitions, and Sam Pernick’s

Pernick's alter-ego SPNR3.
2.
2. A copy of
A copy of Plaintiff’s
Plaintiff's proposed
proposed First
First Amended Complaint is
Amended Complaint is attached
attached hereto as
hereto as
Exhibit 1.
3. As alleged in the second amended complaint, BRT and other parties to this
litigation are aggrieved and were denied licenses by the actions of Sam Pernick, SPNR3, and
Portage Acquisitions.
4. Sam Pernick is the individual who organized Progress for Michigan 2020 and the
ballot initiative
ballot initiative that
that passed the first
passed the first and
and second
second Marihuana
Marihuana initiatives
initiatives that
that this Court has
this Court has become
become
familiar with.
5. Throughout the discovery process in this litigation, after the Court of Appeals
affirmed this
affirmed Court's order
this Court’s order that BRT and
that BRT and other
other plaintiffs
plaintiffs were
were entitled
entitled to
to the
the discovery
discovery from
from
Progress for Michigan 2020, the parties discovered that Sam Pernick was more involved with the
ensuing licensing fiasco than previously imagined.
3
6. After passing the First Ordinance, on January 8, 2021, Sam Pernick, through his
alter-ego SPNR3, contracted with Portage Acquisitions to hide his involvement in the licensing
application process so he could discretely obtain licenses from the City of Port Huron. (Exhibit 2)
"Contract"). The contract provided:

(the “Contract”). provided:
a.
a. That “[Portage
That "[Portage Acquisitions]
Acquisitions] agrees
agrees to apply for
to apply for such
such Licenses
Licenses as
as requested
requested
by SPNR3. (Ex. 2, ¶ 1).
b.
b. That “SPNR3
That "SPNR3 shall
shall be
be responsible for all
responsible for all fees
fees charged
charged by
by the City associated
the City associated
with the license application, and shall complete the licenses application with
the assistance of the Applicant [the Applicant was Portage Acquisitions], as
SPNR3 may
SPNR3 may request from time
request from to time.”
time to time." Id.
Id.
c. That “SPNR3
"SPNR3 will designate the real property (‘Real
(`Real Property’)
Property') in the City
associated with
associated the License
with the License Application.”
Application." Id.
Id.
d. "[t]he License shall be issued in the Applicant’s

That “[t]he Applicant's name, and Applicant
agrees to
agrees to hold
hold such
such License
License solely
solely for
for the
the benefit of SPNR3
benefit of SPNR3 until
until
SPNR3." Id.
notification from SPNR3.” Id.
e.
e. That “SPNR3
That "SPNR3 oror its
its designee
designee shall
shall pay
pay to
to Applicant the Sum
Applicant the Sum of
of $75.000.00,
$75.000.00,
which shall be paid to Applicant, subject to Section 3 below, at the time the
Applicant transfers the License.”
License." Id.
Id. at ¶ 2.
f. "Applicant shall have forty-eight hours to complete and deliver the

That “Applicant
necessary documents to transfer the License from Applicant to SPNR3’s
SPNR3's
designee, New
designee, New License Owner." Id.
License Owner.” at ¶¶ 3.
Id. at 3.
g.
g• That “Applicant
"Applicant has no rights in and/or to the License, and is solely acting
for the
for the benefit of SPNR3.”
benefit of SPNR3."
7. As conclusively established by the contract, Sam Pernick, through his alter-ego,
SPNR3, was the true applicant and beneficiary of any provisional licenses issued to Portage
Acquisitions.
Acquisitions.
8. The Contract also establishes that Sam Pernick and SPNR3 used Portage
Acquisitions to discretely apply for licenses so that Sam Pernick could sell the obtained licenses
to
to third-parties.
third-parties.
4
9. This contractual arrangement appears to have been hidden from the City of Port
Huron.
10.
10. Portage Acquisitions, with the assistance of Pernick and SPNR3, applied for eight
(8) licenses and was ultimately awarded six (6) licenses from the City to the detriment of BRT and
other parties
other parties to
to this litigation.
this litigation.
BRT's Newfound
BRT’s Claims
Newfound Claims
11.
11. BRT seeks to add four additional defendants and raises three additional claims in
light of this recently uncovered evidence. The parties and claims are summarized below:
Additional Defendants: Applicable Additional Claim(s):
Huron's Clerk Cindy Jonseck Count VII: Mandamus –— requesting this Court to
City of Port Huron’s
in her official capacity order the Clerk to revoke licenses issued to Portage
Acquisitions. (Ex. 1, 'Ms
¶¶s 52-63; 116-28.).
116-28.).
Sam Pernick,
Sam Pernick, an
an individual
individual Counts VIII
Counts VIII &
& IX:
IX: Requesting
Requesting that
that this Court find
this Court find
that Sam Pernick, Portage Acquisitions, and SPNR3
all conspired and unlawfully interfered with BRT's
BRT’s
business expectancy in forcing a rigged selection
business expectancy in forcing a rigged selection
process to award Portage Acquisitions licenses for
the financial benefit of Sam Pernick, SPNR3, and
Portage (Ex. 1,
Acquisitions. (Ex. 1, rffs 64-71; 129-144).
¶¶s 64-71; 129-144).
Portage Acquisitions,
Portage Acquisitions, Inc.
Inc. aa licensed Counts
licensed Counts VIII
VIII &
& IX:
IX: Requesting
Requesting that that this Court find
this Court find
Michigan Company that Sam Pernick, Portage Acquisitions, and SPNR3
all conspired and unlawfully interfered with BRT's BRT’s
business expectancy in
business expectancy in forcing
forcing aa rigged selection
rigged selection
Portage (Ex. 1,
Acquisitions. (Ex. 1, Iffiffs 64-71; 129-144).
¶¶s 64-71; 129-144).
SPNR3, LLC
SPNR3, LLC aa registered
registered Michigan Limited Counts
Michigan Limited Counts VIII
VIII &
& IX:
IX: Requesting
Requesting that that this Court find
this Court find
Liability Company that Sam Pernick, Portage Acquisitions, and SPNR3
all conspired and unlawfully interfered with BRT's BRT’s
business expectancy in
business expectancy in forcing
forcing aa rigged selection
rigged selection
Portage (Ex. 1,
Acquisitions. (Ex. 1, Iffiffs 64-71; 129-144).
¶¶s 64-71; 129-144).
55
A. The Mandamus Count
12.
12. BRT is
BRT is without
without direct
direct authority
authority to invalidate Portage
to invalidate Portage Acquisitions' licenses, but
Acquisitions’ licenses, but as
as
outlined in the second amended complaint, Clerk Jonseck has the duty and authority to do so.
13.
13. Portage Acquisitions submitted untrue/fraudulent attestations with its application
materials to
materials the City.
to the City. In
In its
its application
application Portage
Portage Acquisitions
Acquisitions was
was required to attest
required to attest how:
how:
a. It planned to contribute to the community by “demonstrate[ing]

"demonstrate[ing] the local
applicant's [Portage
applicant’s [Portage Acquisitions] intent to
Acquisitions] intent advance the
to advance the broader interests
broader interests
and goals of the community through local investment.”
investment." § 12-605(6).
12-605(6).
b.
b. It as
It as “the
"the local
local applicant
applicant [again
[again Portage
Portage Acquisitions]
Acquisitions] plans on furthering
plans on furthering
the social equity objectives … ... in terms of promoting business and
employment opportunities for communities that have been
disproportionately impacted
disproportionately impacted by
by marihuana
marihuana prohibition, and its
prohibition, and its commitment
commitment
to hiring individuals disproportionately impacted by marihuana
prohibition." 12-605(11).
prohibition.” § 12-605(11).
14.
14. Pernick's alter-ego SPNR3,
Given the agreement between Portage Acquisitions and Pernick’s
Portage attestations in
Acquisitions attestations in its
its application
application materials
materials were false because
were false it was
because it was
contractually barred from and never intended to operate a facility or establishment in the City of
Port Huron. Instead it was entitled to $75,000.00 for each license obtained and was required to
transfer
transfer the license to
the license whomever SPNR3
to whomever SPNR3 identified
identified as
as aa purchaser.
purchaser.
15.
15. The Clerk has the authority and a duty to revoke a license under these
circumstances. Accordingly, Mandamus is appropriate to revoke the licenses issued to Portage
Acquisitions for its

Acquisitions for its fraudulent,
fraudulent, or
or at
at least
least untrue, attestations in
untrue, attestations in its
its applications.
applications.
B.
B. The Civil
The Civil Conspiracy
Conspiracy and
and Tortious
Tortious Interference
Interference Claims
Claims
16.
16. Sam Pernick, Portage Acquisitions, and SPNR3 all agreed to interfere with BRT's
BRT’s
legitimate business
legitimate business expectancy
expectancy in
in receiving
receiving aa license
license under
under the
the Marihuana Ordinance.
Marihuana Ordinance.
17.
17. The Contract ties Portage Acquisitions to SPNR3 and Pernick.
6
18 .
18. The parties
The interfered with
parties interfered BRT 's business
with BRT’s expectancy by
business expectancy by hiding Pernick's
hiding Pernick’s
involvement in
involvement in the
the application
application process to obtain
process to licenses,by
obtain licenses, submitting fraudulent
by submitting fraudulent and
and untrue
untrue
to the
applications to
applications the City,
City,and
and by
by way of Pernick’s
way of Pemick's “guidance”
"guidance" on
on how applications should
how applications should be
be scored.
scored
(Exhibit 3).
(Exhibit 3)
C.
C. BRT 's Request
BRT’s Request for
foi Leave
Leave to
to Amend
Amend its
its Complaint
Complaint
19 .
19. MCR 2.118(A)(2)
MCR 2 .118 (A)(2) provides
provides that
that leave
leave to
to amend
amend shall
shall be freely given
be freely given as
as justice
justice
requires.・
requires
20 .
20. BRT ,and
BRT, and other
other parties
parties to
to this
this litigation,
litigation,would
would be
be prejudiced if BRT
prejudiced if BRT is
is denied
denied the
the
opportunity to
opportunity to prosecute its claims
prosecute its claims for
for Mandamus to invalidate
Mandamus to invalidate the
the licenses
licenses wrongfully obtained
wrongfully obtained
by
by Portage SPNR3 ,and
Acquisitions,SPNR3,
Portage Acquisitions, and Pernick.
Pernick
21 .
21. Moreover,should
Moreover, should BRT’s
BRT 's other
other claims
claims in
in this
this litigation
litigation fail,
fail,and
and BRT
BRT is
is denied
denied an
an
opportunity to
opportunity to prosecute civil conspiracy
its civil
prosecute its conspiracy and
and tortious
tortious interference
interference claims
claims against
against Portage
Portage
Acquisitions, Sam Pernick,

Acquisitions, Sam Pemick,and
and SPNR3;
SPNR3 ;BRT
BRT will not be
will not be made
made whole despite the
whole despite the improper
improper and
and
unlawful acts of
unlawful acts of these
these parties
parties.
22 .
22. Given that
Given that the
the discovery
discovery of
of these
these documents
documents was
was recent, that no
recent, that party has
no party has taken
taken any
any
depositions yet,
depositions and that
yet, and that the
the parties recently just
parties recently agreed to
just agreed to extend
extend dates,
dates ,the
the proposed amendment
proposed amendment
to the
to the Complaint
Complaint will
will not cause any
not cause any prejudice to any
prejudice to any party or any
party or any undue delay of
undue delay of these
these proceedings
proceedings.
23 .
23. On the
On the issue
issue of
of discovery,
discovery,the
the relevant
relevant discovery,
discovery,except
except to
to the
the extant
extant BRT
BRT and
and
others require
others require Portage
Portage Acquisitions materials,is
application materials,
Acquisitions application is already
already done
done or
or soon
soon to
to be conducted
be conducted
before the close

before the close of
of discovery.
discovery
24.
24. Indeed,Sam
Indeed, Sam Pernick
Pernick has
has agreed
agreed to
to sit
sit for
for aa deposition,
deposition,and
and affirmed
affirmed his
his willingness
willingness
to cooperate
to cooperate prior to the
prior to the Court’s
Court 's recent adjournment of
recent adjournment of discovery
discovery deadlines.
deadlines
25 .
25. Similarly, Portage
Similarly, Portage Acquisitions
Acquisitions’' designee
designee has
has already
already been subpoenaed for
been subpoenaed for aa
deposition which
deposition is currently
which is cunently scheduled
scheduled to
to occur
occur on
on April 2022 .(Exhibit
20,2022.
April 20, (Exhibit 4).
4)
77
26. To date, several parties have agreed to join BRT in its motion seeking leave to
amend its
amend its complaint,
complaint, and
and only
only Progress
Progress for
for Michigan
Michigan 2020
2020 (a
(a Sam
Sam Pernick
Pernick entity)
entity) has
has expressed
expressed
any opposition to BRT amending its complaint. Others have not responded to BRT's
BRT’s request.
WHEREFORE, BRT requests that this Court grant its Motion for Leave to Amend
its Complaint.
its Complaint.
Miller Johnson
Attorneys for Plaintiff
Dated: April 19,

19, 2021
2021 By: /s/Chad L.
L. Antuma
Joslin Elizabeth Monahan (P77362)
Chad L. Antuma (P83758)
45 Ottawa Avenue
45 Ottawa SW, Suite
Avenue SW, Suite 1100
1100
Grand Rapids, MI 49503
616.831.1700
MJ_DMS 34626516v1

EXHIBIT A
EXHIBIT A

STATE OF MICHIGAN
____________________
1864 US-23, LLC, a Michigan limited
1864 Case No. 21-000282-CZ
21 -000282-CZ
Plaintiff,
V
v
Defendants
and
21 -000560-CZ
Plaintiffs,
V
v
CITY OF PORT HURON,
Defendant
and
21 -000647-CZ
Plaintiff,
V
v
CITY OF PORT HURON,
Defendant
and
BRT CAPITAL 3, LLC, a Michigan limited Case No. 21-000920-CZ
21 -000920-CZ
Plaintiff
Plaintiff
V
v INTERVENING PLAINTIFF
CITY OF PORT HURON, BRT CAPITAL 3, LLC'S
LLC’S SECOND
AMENDED COMPLAINT
Defendant.
/
THE HARFOUCH LAW FIRM PLLC Gaëtan Gerville-Réache (P68718)
77 East Long Lake Road, 1stist Floor Brandon J. Cory (P83112)
(248) 781-8800 150 Ottawa Avenue NW, Suite 1500
150 1500
Attorneys for
for Plaintiff
Plaintiff 1864 US-23, LLC (616) 752-2000
cash@wnj.com
David A. Keyes (P43917) greache@wnj.com
greache@wnj.com
KEYES LAW bcory@wnj.com
bcory@wnj.com
3953 24th
3953 24th Avenue
Avenue Attorneys
Attorneys for
for Intervenor-Pl
Intervenor-Pl Attitude Wellness, LLC
Attitude Wellness, LLC
Fort Gratiot, Michigan
Fort Gratiot, Michigan 48059
48059
(810) 434-1581
(810) 434-1581 Gary A.
Gary Fletcher (P26823)
A. Fletcher (P26823)
davidkeyes@keyes.law
davidkeyes@keyes.law Todd J.
Todd J. Shoudy
Shoudy (P41895)
(P41895)
Attorneys
Attorneys for
for Intervenors-Plaintiffs
Intervenors-Plaintiffs Blue Water Canna
Blue Water Canna T. Allen
T. Francis (P66160)
Allen Francis (P66160)
LLC and Huron
LLC and Huron Botanical
Botanical Extractions,
Extractions, LLC
LLC FLETCHER FEALKO
FLETCHER FEALKO SHOUDY
SHOUDY & & FRANCIS,
FRANCIS, PC
PC
1411
Robert D. Ihrie (P26451) Port Huron, Michigan 48060
Harold Perakis (P35921) (810) 987-8444
IHRIE OBRIEN
°BRIEN trancis@fletcherfealko.com
24055 Jefferson, Suite 2000 Attorneys for
of Port Huron
St. Clair Shores, Michigan 48080
hperakis@ihrieobrienlaw.com Janette E. Frank (P42661)
Attorneys for
Science, LLC & Abraham FRANK & FRANK LAW
3910 Telegraph Road, Suite 200
Aaron D. Geyer
Aaron D. Geyer (P39889)
(P39889) Bloomfield Hills, MI 48302
MELLO
AIELLO & & ASSOCIATES,
ASSOCIATES, PLLCPLLC 723-8691
(248) 723-8691
32411 Mound
32411 Mound Road
Road JonFrank@FrankandFranklaw.com
JonFrank@FrankandFranklaw.com
Warren,
Michigan 48092 JanFrank@FrankandFranklaw.com
(586) 303-2211
(586) 303-2211 Attorneys
Attorneys for
for Intervenor-Def
Intervenor-Def Exhibit Cannabis, LLC
Exhibit Cannabis, LLC
Attorneys
Attorneys for
Intervenor-Defendant Ox Tail, Inc.
Inc. Frank M.
Frank Deluca (P41604)
M. Deluca (P41604)
Michael T. Woodyard (P64612) 1615 S. Telegraph Road
1615
WOODYARD & ASSOCIATES, PLLC Bloomfield Hills, Michigan 48302
100 (248) 230-2820
Canton, Michigan 48188 deluca@fyblaw.com
for Plaintiff
Plaintiff Jar Holdings,
Holdings, LLC
Michael@woodyardlaw.com
Attys for
for Intervenor-Def
Intervenor-Def Progressfor
Progress for Michigan 2020 Anthony J. Bologna (P72698)
Jacqueline
Jacqueline Langwith (P79600)
Langwith (P79600) 26110 American
26110 American Drive, suite 500
Drive, suite 500
POLLICELLA,
POLLICELLA, PLLC PLLC Southfield, Michigan
Southfield, Michigan 48034
48034
4312 E. Grand
4312 E. Grand River
River (248) 227-2278
(248) 227-2278
Howell, Michigan 48843
Howell, Michigan 48843 ab@consultingpllc.com
ab@consultingpllc.com
(517) 546-1181
(517) 546-1181 Attorneys
Attorneys for
for Intervenor-Plaintiff Trucenta, LLC
Intervenor-Plaintiff Trucenta, LLC
jackie@pollicella.net
Attorneys
Attorneys for
for Intervenor-Def
Intervenor-Def Revolution Strains, Inc.
Revolution Strains, Inc. Joslin E.
Joslin Monahan (P77362)
E. Monahan (P77362)
Chad L.
Chad L. Antutna (P83758)
Antuma (P83758)
Joshua
Joshua N. Covert (P75733)
N. Covert (P75733) MILLER JOHNSON
MILLER JOHNSON
THE COVERT LAW FIRM 45 Ottawa Ave. SW, Suite 1100
1100
(517) 512-8364 monahanj@millerjohnson.com
jmc@covertlaw.com antumac@millerjohnson.com
Attorneys for
for Intervenor-Pl Greenland Meds,
Meds, LLC Attorneys for
for Intervenor-Plaine
Intervenor-Plaintiff BRT
BRT Capital 3 LLC
INTERVENING PLAINTIFF BRT CAPITAL 3, LLC’S
LLC'S
SECOND AMENDED COMPLAINT
NOW COMES, BRT

NOW COMES, Capital 3,
BRT Capital 3, LLC,
LLC, aa Michigan Limited Liability
Michigan Limited Liability Company
Company
("Plaintiff'), by and through its attorneys, Miller Johnson,

(“Plaintiff”), Johnson, and through its sole owner Brian Toma,
states as follows for its Second Amended Complaint:
The Parties
1.
1. Plaintiff BRT Capital 3, LLC is a Michigan limited liability company.
2.
2. Defendant City
Defendant City of
of Port
Port Huron
Huron is
is aa Michigan
Michigan municipal corporation whose
municipal corporation whose address
address
100 McMorran Blvd., Port Huron, Michigan, 48060 (Referred to herein as the “City”).
is 100 "City"). At all
relevant times, The City acted through its agents, employees, and instrumentalities, including
without limitation,
without limitation, the duly elected
the duly elected City
City Council.
Council.
3. Defendant SPNR3 LLC is a Michigan limited liability company whose resident
agent is Samuel Pernick with a registered address of 29488 Woodward Ave, Royal Oak, MI 48073
(referred to
(referred to herein as “SPNR3).
herein as "SPNR3).
4. Defendant Portage Acquisitions, Inc. is a Michigan Corporation whose registered
agent is Kenneth Beams with a registered address of 2145 Crooks Road, Suite 220, Troy, Michigan
48084 (referred to
48084 (referred to herein
herein as
as “Portage
"Portage Acquisitions").
Acquisitions”).
5. Defendant Sam Pernick is an individual who resides within the State of Michigan
who operates SPNR3 as his alter ego (referred to herein as “Sam

"Sam Pernick”
Pernick" or “Pernick”).
"Pernick"). Pernick
is also
is also the
the treasurer
treasurer and
and point
point person
person for
for Progress
Progress for
for Michigan
Michigan 2020.
2020.
6. Defendant Cindy Jonseck is the City Clerk for the City of Port Huron who at all
pertinent times was duly elected and/or appointed and was required to act under the color of law
with respect to
with respect the allegations
to the allegations and
and claims
claims contained
contained herein (referred to
herein (referred to herein as “Cindy
herein as "Cindy Jonseck”
Jonseck"
"Jonseck").
or “Jonseck”).
Jurisdiction & Venue
7. This Court has jurisdiction pursuant to MCR 2.605(A)(2) because there is an actual
Court's jurisdiction necessitating a declaration of legal rights between the

controversy within this Court’s
parties and the City.
8. Venue is appropriate for the City and Jonseck Defendants pursuant to MCL
600.1615 because the City is a municipality located within the County of St. Clair, State of
Michigan.
9. This Court has jurisdiction over Defendants SPNR3, Portage Acquisitions, and Sam
Pernick because the amount in controversy exceeds $25,000.00. MCL 600.605.
10.
10. Venue is appropriate for Defendants SPNR3, Portage Acquisitions, and Sam
Pernick because this action arises out of the same transaction or occurrence of the subject matter
Plaintiff's allegations against the City and Jonseck Defendants. MCR 2.203(A).
of Plaintiff’s
Facts Common to All Counts
I.
I. MMFLA
MMFLA
11.
11. At the end of 2016, the Michigan Legislature passed the Michigan Medical
Marihuana Facility Licensing Act and the same went into effect on December 20, 2016
("MMFLA").
(“MMFLA”).
12.
12. The MMFLA provided a legal and regulatory framework for the establishment of
state-licensed medical marihuana businesses.
13.
13. Under the MMFLA, municipalities that wish to permit medical marihuana
businesses within their jurisdictions may adopt ordinances permitting and relating to the same.
MCL 333.27205(1). Such ordinances are customarily referred to as “opt-in”

"opt-in" ordinances.
14.
14. To legally operate under MMFLA, an entity must obtain both a state license from
the
the Marihuana Regulatory Agency
Marihuana Regulatory and approval
Agency and approval from
from the
the relevant
relevant local
local unit
unit of
of government
government once
once
that government has opted-in.
II. MRTMA
15.
15. At the end
At the end of
of 2018,
2018, 65%
65% of
of Michigan voters overwhelmingly
Michigan voters overwhelmingly passed
passed the
the Michigan
Michigan
("MRTMA").
Regulation and Taxation of Marihuana Act (“MRTMA”).
16.
16. MRTMA established a system to license and regulate adult-use marihuana
businesses.
businesses.
17.
17. MRTMA went into effect December 6, 2018.
18.
18. Since MRTMA has been in effect, the number of individuals applying for medical
marihuana cards in
marihuana cards in Michigan
Michigan has
has decreased.
decreased.
19.
19. Under MRTMA, all municipalities are presumed to allow unlimited adult-use
marihuana businesses within their jurisdictions unless they affirmatively enact an ordinance to
"completely prohibit
“completely or limit
prohibit or limit the
the number of marihuana
number of marihuana establishments
establishments within its boundaries."
within its boundaries.” MCL
MCL
"opt-out" ordinances.
333.27956(1). Such ordinances are customarily referred to as “opt-out”
20. However, if a municipality does not opt out, a municipality can implement its own
local licensing
local licensing system
system that does not
that does not “impose
"impose qualifications
qualifications for
for licensure
licensure that conflict with
that conflict this act
with this act
or rules promulgated by the [MRA].”

[MRA]." MCL 333.27956(3).
21. If a municipality limits the number of marihuana establishments that may be
licensed in
licensed in the municipality and
the municipality and that
that limit
limit prevents
prevents the
the MRA from issuing
MRA from issuing aa state
state license
license to
to all
all
"the municipality shall decide

applicants who are otherwise qualified to receive a state license, “the
among competing applications by a competitive process intended to select applicants who are best
suited to
suited operate in
to operate in compliance
compliance with
with this
this act
act within the municipality."
within the municipality.” MCL 333.27959(4).
MCL 333.27959(4).
III. Huron's Ordinances
Port Huron’s
22.
22. The City
The City passed its voter-initiated
passed its voter-initiated opt-in
opt-in ordinance
ordinance on
on November 23, 2020,
November 23, 2020, to
to
permit medical and adult-use marihuana businesses in its jurisdiction (the “Marihuana
"Marihuana
Ordinance").
Ordinance”).
23.
23. The ballot
The ballot question
question committee
committee leading
leading the
the voter-initiated ordinance was
voter-initiated ordinance was
intervening defendant Progress for Michigan 2020 (PFM).
24. Through previous discovery in this litigation, Sam Pernick has been identified as
the Treasurer
the Treasurer for
for PFM
PFM and
and has
has signed
signed and
and averred
averred to
to discovery
discovery responses
responses provided
provided by
by PFM.
PFM.
25. On information and belief, Sam Pernick coordinated such ballot initiative, through
PFM, for the primary purposes of obtaining licenses for his personal financial benefit.
26.
26. The Marihuana
The Marihuana Ordinance
Ordinance required
required the
the City
City to
to grant
grant aa minimum and maximum
minimum and maximum of
of
7 provisional licenses for “marihuana

"marihuana retailers”
retailers" (a license type regulated under MRTMA) and a
minimum and maximum of 5 provisional licenses for “provisioning

"provisioning centers”
centers" (a license type
regulated under
regulated under the Medical Marihuana
the Medical Marihuana Facilities
Facilities Licensing
Licensing Act ("MMFLA"), MCL
Act (“MMFLA”), MCL 333.27101
333.27101 et
et
seq.).
27. At the same time, the Marihuana Ordinance limited the number of unique addresses
where
where aa marihuana
marihuana retailer
retailer or
or provisioning center could
provisioning center could operate
operate to
to aa total
total of
of 77 throughout
throughout the City.
the City.
This prevented the City from granting 5 of the 7 retailer licenses to any applicants other than those
receiving provisioning center licenses, regardless of how the applicants ranked in the competitive
process
process required under MRTMA
required under MRTMA for
for retailer licensing.
retailer licensing.
28. In addition, after the Marihuana Ordinance was passed the City on its own volition,
passed a zoning ordinance that ultimately bound the City to grant only a maximum of 3 licenses
"South of
“South of Black River." (the
Black River.” (the “Zoning
"Zoning Ordinance”).
Ordinance").
29. The Zoning Ordinance limits the City to awarding provisioning and retailer licenses
as follows:
as follows:
a. South of the Black River: 3 locations
b. North of the Black Rive:

Rive: 2 locations
c.
c. Central Business
Central District: 22 locations
Business District: locations
Port Huron Zoning Ordinance § 52-704(6). The Zoning Ordinance counts co-located
provisioning centers and retailers as one location for purposes of this limitation.
30.
30. Additionally, the scoring
Additionally, the scoring procedure as outlined
procedure as outlined in
in §§ 12-607(f)
12-607(f) of
of the Marihuana
the Marihuana
("Scoring Procedure”)
Ordinance (“Scoring Procedure") allocates fifty (50) points to an applicant that possesses a state
operating license and forty (40) points if the applicant possesses a state prequalification approval
from the
from State.
the State.
31. The Scoring Procedure also allocates ten (10) points to an applicant if they have 10
10
or more years of business operating experience in either marihuana or non-marihuana businesses.
32.
32. In addition
In addition to
to the
the Scoring
Scoring Procedure,
Procedure, the Zoning Ordinance,
the Zoning Ordinance, and
and the
the limitation
limitation of
of 77
unique business locations, the Marihuana Ordinance requires the City to review, select, and award
provisional licenses to marihuana facilities (medical) before awarding a marihuana establishment
provisional licenses (retail).

provisional licenses (retail). Port
Port Huron Code §§ 12-607(l).
Huron Code 12-607(1).
33. The Marihuana Ordinance was ostensibly amended through referendum by a
majority of qualified voters on August 3, 2021. The amended version of the entire Marihuana
Ordinance will
Ordinance be referred
will be referred to as the
to as "Amended Marihuana
the “Amended Marihuana Ordinance.”
Ordinance."
34. The Amended Marihuana Ordinance no longer restricts the number of business
facility addresses that may be allowed a provisional license. However, it does not amend the zoning
ordinance, which
ordinance, still restricts
which still restricts the
the total
total business facility addresses
business facility addresses to
to 77 and
and divides
divides those addresses
those addresses
between 3 districts.
IV. Capital's Application and History of Compliance
Plaintiff BRT Capital’s
35.
35. Plaintiff timely
Plaintiff timely submitted
submitted complete
complete applications
applications for
for aa provisioning center license
provisioning center license
and an adult-use retailer license at 1639

1639 Lapeer Avenue, Port Huron, MI 48060.
36. Plaintiff is a local Port Huron applicant who also had demonstrated compliance
with
with MMFLA and MRTMA
MMFLA and by reason
MRTMA by of its
reason of its two
two medical marihuana provisioning
medical marihuana provisioning center
center
establishments and one adult use retail establishment, both operating in Michigan.
37. Plaintiff's applications for adult use and medical provisioning licenses contained
Plaintiff’s
extensive detail
extensive detail regarding
regarding the proposed facilities
the proposed facilities and
and Plaintiff’s
Plaintiff's demonstrated
demonstrated history of
history of
compliance with the MMFLA and the MRTMA
38. Plaintiffs recreational and medical use applications scored 100

100 points, which was
the
the maximum number of
maximum number of points
points possible.
possible.
39. 11, 2021, the City notified Plaintiff that Plaintiff had tied
On or about February 11,
with one or more applicants and Plaintiff would be entered into a random draw to occur on
February 15, 2021.

February 15, 2021.
40. A random draw is not a competitive process intended to select the applicant best
suited to comply with MRTMA in Port Huron.
41.
41. Plaintiff tied
Plaintiff tied with two other
with two other applicants
applicants (for
(for example,
example, Portage
Acquisitions LCC)
LCC)
despite having a demonstrated history of compliance with MRTMA, while on information and
belief and based on MRA documentation, applicant Portage Acquisitions Inc. does not have any
such history
such of compliance.
history of compliance.
42. Portage Acquisitions Inc. received two (2) Port Huron licenses, even though it had
no operating experience as a licensed marihuana facility or establishment.

43. By contrast, Plaintiff did not receive a license, and received the same score as
Portage Acquisitions, even
even though
though Plaintiff
Plaintiff has
has actually
actually operated
operated as
as an
an MRA
MRA licensee.
licensee. Upon
Upon
information and belief, Plaintiff scored higher than other winning licensees under the Marihuana
Ordinance but was still denied a license.
44.
44. Moreover, on
Moreover, on February
February 8,
8, 2021,
2021, the
the City
City voted
voted to
to approve
approve an
an amendment
amendment to
to the
the
Zoning Ordinance, increasing the number of retail licenses South of Black River from 2 to 3. The
15, 2021, based the number of available licenses as 3,

random draw was conducted on February 15,
and three
and three applications
applications were
were pulled in the
pulled in the draw.
draw. On
On February
February 22,
22, 2021
2021 the
the ordinance
ordinance amendment
amendment
was adopted.
45. The City Charter provides that “An

"An ordinance or amendment shall become effective
upon its
upon its publication,
publication, as
as provided in this
provided in this Charter,
Charter, but not less
but not less than
than five
five (5)
(5) days
days after
after its
its passage,
passage,
unless a different effective date is provided by law or unless it shall be passed as an emergency
ordinance."
ordinance.”
46.
46. Thus, it
Thus, it appears
appears that
that the
the City
City selected
selected three
three awardees
awardees when
when only
only two
two were
were
authorized.
47. On information and belief the City increased its licenses in the South of Black River
zone in
zone in this
this irregular,
irregular, seemingly
seemingly unlawful
unlawful manner,
manner, due
due to
to pressure
pressure from
from certain
certain applicants.
applicants.
48. Additionally, review of the random draw conducted by the City does not confirm
Plaintiff's name was actually placed in an envelope. In addition, the envelopes were placed
that Plaintiff’s
into aa box
into with an
box with an opening
opening on
on the
the top,
top, and
and then
then shaken
shaken in
in the
the box
box with an open
with an open top
top in
in order
order to
to
achieve randomization; however it was visibly difficult to shake the open box, as evidenced from
the video. Thus, on information and belief, the drawing was not randomized.
49. A Times Herald article correctly identified Sam Pernick as the architect behind Port
Huron's voter-initiated
Huron’s voter-initiated ordinance.
ordinance.
50. Indeed, documents produced by PFM in March 2020 reveal that at all relevant
times, Mr. Pernick communicated with Port Huron Clerk Jonseck and represented himself as a
representative of PFM.
representative of PFM. During
During such
such communications,
communications, Mr. Pernick incredibly
Mr. Pernick incredibly instructed
instructed Clerk
Clerk
Jonseck on how to score the Port Huron marihuana applications.
51. Plaintiff was not aggrieved by the Port Huron application process to the
While Plaintiff
extent that
extent that Plaintiff
Plaintiff received
received aa perfect score on
perfect score on its
its application,
application, Plaintiff
Plaintiff has been injured
has been injured by
by what
what
appears to be Port Huron’s

Huron's preferential treatment of Portage Acquisitions Inc. and/or Sam Pernick,
who were able to receive two (2) retail permits in the South of Black River Zone, mere days after
available licenses
available licenses in
in that zone were
that zone hurriedly increased,
were hurriedly increased, in
in apparent
apparent contravention
contravention of
of City
City
City's preference for Portage Acquisitions Inc. is also demonstrated by

ordinances. Likewise, the City’s
the fact that Portage Acquisitions Inc. scored 100

100 points, even though it had no licensed, operating
experience.
experience.
Facts Common
Facts Common to
to Counts
Counts VII,
VII, VIII, IX
VIII, IX
V. The Portage Acquisitions/SPNR3 contract and the Portage Acquisitions applications

for marihuana licenses
52.
52. On April
On 9, 2020,
April 9, 2020, Pernick
Pernick formed
formed SPNR3
SPNR3 and
and registered
registered the limited liability
the limited liability
company with the State of Michigan.
53.
53. Upon information and
Upon information and belief SPNR3 was
belief SPNR3 was created
created for
for the
the sole
sole purpose
purpose of
of
automatically receiving
automatically receiving marihuana licenses that
marihuana licenses that Mr. Pernick orchestrated
Mr. Pernick orchestrated for
for Portage
Acquisitions
to obtain under the City of Port Huron’s

Huron's soon-to-be-enacted Marihuana Ordinance, which not
coincidentally Pernick also designed and successfully placed on the ballot through the entity
Progress for
Progress for Michigan 2020.
Michigan 2020.
54. Pernick's involvement in obtaining licenses under the recently passed
To disguise Pernick’s
Marihuana Ordinance,
Marihuana Ordinance, on
on January
January 8,
8, 2021,
2021, SPNR3
SPNR3 and
and Portage
Acquisitions entered
entered into
into aa
contract which required Portage Acquisitions to apply for and hold licenses for the benefit of
SPNR3 so SPNR3 could sell the license(s) following a license(s) being awarded to Portage
Acquisitions. (Exhibit
Acquisitions. (Exhibit A) (the “Contract”).
A) (the "Contract"). The
The Contract
Contract provided, inter alia:
provided, inter alia:
a. "[Portage Acquisitions] agrees to apply for such Licenses as requested

That “[Portage
by SPNR3.
by SPNR3. (Ex.
(Ex. A,
A, ¶ 1).
¶ 1).
b. "SPNR3 shall be responsible for all fees charged by the City associated
That “SPNR3
with the
with the license
license application,
application, and
and shall
shall complete
complete the licenses application
the licenses application with
with
the assistance of the Applicant [the Applicant was Portage Acquisitions], as
SPNR3 may request from time to time.”
time." Id.
Id.
c. "SPNR3 will designate the real property (‘Real

That “SPNR3 ('Real Property’)
Property') in the City
associated with the License Application.”
Application." Id.
Id.
d. "[t]he License shall be issued in the Applicant’s

That “[t]he Applicant's name, and Applicant
agrees to hold such License solely for the benefit of SPNR3 until
notification from
notification from SPNR3.”
SPNR3." Id.Id.
e. "SPNR3 or its designee shall pay to Applicant the Sum of $75.000.00,

That “SPNR3
which shall
which shall be
be paid to Applicant,
paid to subject to
Applicant, subject Section 33 below,
to Section at the
below, at the time
time the
the
Applicant transfers the License.”
License." Id.
Id. at ¶If 2.
f.
f. That “Applicant
That "Applicant shall
shall have
have forty-eight
forty-eight hours
hours to complete and
to complete and deliver
deliver the
the
necessary documents to transfer the License from Applicant to SPNR3’s
SPNR3 's
designee, New License Owner.”
designee, Owner." Id.
Id. at If¶ 3.
g.
g. "Applicant has no rights in and/or to the License, and is solely acting
That “Applicant
for the benefit of SPNR3.”
SPNR3."
55. The Contract between Portage Acquisitions and SPNR3 nullified any and all rights
or interests
or interests Portage
Portage Acquisition’s
Acquisition's had in the
had in license beyond
the license beyond aa contractual
contractual interest
interest of
of $75,000.00
$75,000.00 at
at
the time of a license sale to SPNR3 a third party.
56. As conclusively established by the Contract, Portage Acquisitions never intended
to operate aa marihuana
to operate marihuana facility
facility or
or establishment
establishment in
in the
the City.
City.
57. Instead, and as described below in greater detail, Portage Acquisitions was created
as aa subterfuge
as subterfuge to
to apply
apply for
for the Port Huron
the Port Huron license
license but at the
but at same time
the same time to conceal Mr.
to conceal Mr. Pernick’s
Pernick's
personal financial interests in marihuana licenses from the City. This concealment put Mr. Pernick
in an advantageous (although deceitful and deliberately misleading) position that allowed Mr.
Pernick to
Pernick instruct Clerk
to instruct Clerk Jonseck
Jonseck how to handle
how to handle the applications and
the applications and the application process.
the application process.
58. The Marihuana Ordinance required that the Jonseck develop a process and forms
for local applicants to apply for marihuana licenses under the ordinance. The ordinance states:
The Clerk
The Clerk shall
shall develop
develop an an application
application process
process toto apply
apply for
for
provisional licenses and
provisional licenses and the Clerk shall
the Clerk shall establish
establish and
and make
make available
available
provisional license application forms, which shall require a sworn
oath from
from an authorized representative of of the local applicant that
all information contained within the application is true to the best
of their knowledge and, in addition to this sworn oath, shall require
no more than the following information:
***
***
(6) A commitment-to-community statement that demonstrates the
local applicant's intent to advance the broader interest and goals of
the community
the community through
through local
local investment.
investment. ThisThis commitment-to-
commitment-to-
community statement
community statement shall
shall outline
outline the
the local
local applicant's
applicant's intentions
intentions
regarding the
regarding the hiring of local
hiring of local residents and the
residents and the employment
employment of of local
local
contractors and
contractors and local
local workers
workers for
for improvements
improvements to to its
its business
business
facility address,
facility address, and
and its
its intentions
intentions for
for redeveloping vacant, blighted,
redeveloping vacant, blighted,
underutilized, and abandoned property through investments in its
business facility address. This section may include an occupancy
affidavit.
***
***
(11) A social equity plan that details how the local applicant plans
on furthering the social equity objectives of this article in terms of
promoting business and employment opportunities for communities
that have been disproportionately impacted by marihuana
prohibition, and its commitment to hiring individuals
disproportionately impacted by marihuana prohibition. This social
equity plan
equity plan and
and the
the commitments
commitments that
that the local applicant
the local applicant makes
makes shall
shall
be
be used for the
used for the purposes of scoring
purposes of scoring aa provisional
provisional license
license application
application
12-607 of this article and for any renewals or transfers as
in § 12-607
permitted by this article. [§ 12-605
12-605 (emphasis added); § 12-605(6);
12-605(6);
12-605(11).]
§ 12-605(11).]
59. At the time of application Portage Acquisitions was required to attest its
commitment to the community by “demonstrate[ing]

"demonstrate[ing] the local applicant’s
applicant's [again Portage
Acquisitions] intent to
Acquisitions] intent advance the
to advance the broader interests and
broader interests and goals
goals of
of the
the community
community through
through local
local
investment." § 12-605(6).
investment.” 12-605(6).
60. Similarly, at the time of application Portage Acquisitions was required to attest how
it as
it as “the
"the local
local applicant
applicant [again
[again Portage
Portage Acquisitions]
Acquisitions] plans on furthering
plans on furthering the social equity
the social equity
... in terms of promoting business and employment opportunities for communities that
objectives …
have been disproportionately impacted by marihuana prohibition, and its commitment to hiring
individuals disproportionately
individuals disproportionately impacted
impacted by
by marihuana
marihuana prohibition.”
prohibition." §§ 12-605(11).
12-605(11).
61. Any responses that Portage Acquisitions supplied to the city in response to these
selection criteria were false because Portage Acquisitions never intended to operate a marihuana
facility or
facility or establishment
establishment because
because it
it was contractually barred
was contractually barred from
from doing
doing the same. (Exhibit
the same. (Exhibit A).
A).
62. Portage Acquisitions was required to attest to the truthfulness and accuracy of its
application when it submitted the same to the City.
63.
63. Portage Acquisitions
Portage Acquisitions attestations
attestations were fraudulent attestations
were fraudulent attestations in
in violation of at
violation of at least
least
12-605(6) and § 12-605(11)

§ 12-605(6) 12-605(11) of the Ordinance.
VI.
VI. Sam Pernick’s
Sam Pernick's interference,
interference,through
through the
the subterfuge
subterfuge of
of PFM,
PFM,with the City
with the City Clerk’s
Clerk's
scoring of
scoring applications
of applications
64.
64. On January
On January 12,
12,2021,
2021 ,prior
prior to
to aa final
final scoring
scoring the applications and
the applications and award
award of
of licenses
licenses
on February
on 18,2021,
February 18, 2021 ,Sam
Sam Pernick
Pernick apparently
apparently instructed
instructed the
the City
City and
and Jonseck
Jonseck on
on how applications
how applications
were
were to
to be scored.(Exhibit
be scored. (Exhibit B).
B).
65 .
65. At all relevant
At all times, Mr.
relevant times, Pernick misleadingly
Mr. Pernick misleadingly gave
gave such
such instructions
instructions in
in his
his
capacity as
capacity as representative
representative of
of PFM,
PFM, when in reality,
when in Mr. Pernick
reality, Mr. Pernick was
was simply
simply puppeteering
puppeteering an
an
outcome for
outcome for the financial benefit
the financial of Portage
benefit of Portage Acquisitions
Acquisitions and
and ultimately for himself.
ultimately for himself.
66.
66. Pernick,inter
Pernick, inter alia,
alia,instructed
instructed the
the clerk
clerk Jonseck
Jonseck that
that aa complete
complete application
application was
was one
one
that
that had "less information,
had “less information,less
less detail,
detail,or
or even
even what
what might
might appear
appear to
to be partial information
be partial information in
in aa
category" when
category” when compared
compared to other applicants.
to other applicants.Id.
Id.
67.
67. Upon information and
Upon information and belief followed Mr.
Jonseck followed
belief Jonseck Pernick's instructions
Mr. Pernick’s instructions in
in
connection with
connection with scoring
scoring the
the applications
applications and
and with
with respect
respect to
to the application process
the application process in
in general.
general.Id.
Id.
68.
68. Pernick's instructions
Pernick’s instructions to
to Jonseck
Jonseck and
and the City were
the City were made under the
made under the falsehood
falsehood that
that
Mr. Pernick was

Mr. Pernick was solely
solely dealing
dealing with the City
with the in his
City in capacity as
his capacity as PFM
PFM representative, but that
representative, but that was
was
not the case.

not the case.
69.
69. Neither Mr.Pernick
Neither Mr. Pernick nor
nor the Portage Acquisition
the Portage application correctly
Acquisition application correctly advised
advised the
the
City that
City Mr.Pernick
that Mr. Pernick had
had control
control over
over the
the application
application process,
process, the
the provisional licenses,and
provisional licenses, and had
had aa
contractual financial
contractual financial interest
interest in
in licenses
licenses with
with Portage
Acquisitions or
or otherwise.
otherwise.
70.
70. In addition,
In addition,Mr.
Mr.Pernick’s
Pernick's instructions
instructions to
to Clerk
Clerk Jonseck
Jonseck violated
violated the
the plain language
plain language
of the
of the ordinance,
ordinance,violated
violated MRTMA, improperly and
MRTMA, improperly and unlawftilly advantaged Portage
unlawfully advantaged Portage Acquisitions,
Acquisitions,
and were
and were detrimental
detrimental to
to all
all applicants
applicants who inter alia
who inter alia had
had more complete applications
more complete applications and
and MRA
MRA
operating and
operating and compliance experience.
compliance experience.
71. Upon information and belief had Pernick not so instructed the City, a different
scoring result
scoring result would have occurred
would have occurred and
and Plaintiff
Plaintiff BRT,
BRT, and
and likely
likely others,
others, would
would have
have been awarded
been awarded
provisional licenses. Instead, Mr. Pernick received 3 licenses using his alter egos PFM, Portage
Acquisitions, and SPNR3 LLC and is now attempting to sell those for a windfall in negotiations
in which
in which Mr. Pernick is
Mr. Pernick is ostensibly
ostensibly participating
participating as
as representative
representative of
of PFM.
PFM.
COUNT II
COUNT
VIOLATION OF MRTMA
72.
72. Plaintiff realleges
Plaintiff realleges all
all preceding paragraphs as
preceding paragraphs as if
if fully
fully set
set forth
forth in
in this part.
this part.
73. MRTMA requires that if

if a municipality limits the number of marihuana
establishments that may be licensed in its jurisdiction, the municipality must decide among
competing applications
competing applications by
by aa competitive
competitive process
process intended
intended to "select applicants
to “select applicants who
who are
are best suited
best suited
to operate in compliance with this act within the municipality."

municipality.” MCL 333.27959(4) (emphasis
added).
74.
74. The Marihuana
The Ordinance violates
Marihuana Ordinance violates MRTMA
MRTMA because it provides
because it provides aa process
process of
of
selecting applicants with no licensed operating experience (like Portage Acquisitions) over
applicants with licensed operating experience.
75.
75. The Marihuana
The Marihuana Ordinance
Ordinance further
further violates MRTMA because
violates MRTMA because the competitive
the competitive
process and Selection Procedures in the Marihuana Ordinance are not intended to select the
applicants best suited to operate in compliance with MRTMA.

76. The Marihuana Ordinance further violates MRTMA because the Ordinance’s
Ordinance's
limitation of
limitation of seven
seven unique business addresses
unique business addresses unlawfully
unlawfully “tie-bars”
"tie-bars" the
the retailer
retailer licensure
licensure to
to
12-604(c). This limitation effectively forces the

provisioning center licensure. Port Huron Code § 12-604(c).
City to grant 5 of the 7 available retailer licenses to addresses that have received the 5 provisioning
center licenses
center licenses (the
(the “Tie
"Tie Bar”),
Bar"), regardless of how
regardless of those locations
how those locations ranked
ranked in
in the competitive process
the competitive process
for retailer licenses, thereby overriding the competitive process for 5 of the 7 retailer licenses,
which is contrary to the requirements of MRTMA.
77.
77. The Marihuana
The Ordinance required
Marihuana Ordinance required that
that the City select
the City select and
and award
award provisioning
provisioning
center licenses before selecting and awarding retail licenses, this further rendered the competitive
process void.
78.
78. Plaintiff s application
Plaintiff’s application was denied and
was denied and other
other applicants
applicants were
were awarded
awarded establishment
establishment
licenses and facility licenses because the Marihuana Ordinance did not account for previous
MRTMA compliance as implicitly required by MCL 333.27959(4).
79.
79. Plaintiff's application
Plaintiff’s application was denied and
was denied and other
other applicants
applicants were
were awarded
awarded establishment
establishment
licenses and facility licenses because the Marihuana Ordinance did not create a competitive
process intended to “select

"select applicants who are best suited to operate in compliance with this act
within the municipality.”

within the municipality." MCL
MCL 333.27959(4)
333.27959(4) (emphasis
(emphasis added).
added).
80. Plaintiff was improperly denied all licenses as a result of the Marihuana
Ordinance's failure to comply with MRTMA.

Ordinance’s
COUNT II
UNLAWFUL ZONING ORDIANCE PROVISIONS
81. Plaintiff realleges all preceding paragraphs as if fully set forth in this part.
82.
82. The Zoning
The Ordinance limits
Zoning Ordinance limits the City to
the City to awarding
awarding provisioning
provisioning and
and retailer
retailer licenses
licenses
as follows:
a. South of the Black River: 3 locations
b.
b. North of the
North of the Black Rive: 22 locations
Black Rive: locations
c. Central Business District:

District: 2 locations
Port Huron Zoning Ordinance § 52-704(6).
83.
83. The zoning
The zoning ordinance’s
ordinance's limitation
limitation of
of seven
seven addresses
addresses for
for retailers
retailers or
or provisioning
provisioning
centers (split among three zones) tie-bars retailer licensure to provisioning center licensure. The
Marihuana Ordinance requires the city to issue exactly 7 retailer licenses and 5 provisioning center
licenses, but
licenses, but the
the zoning
zoning ordinance
ordinance only
only provides
provides 77 locations
locations for
for those 12 required
those 12 licenses. As
required licenses. As aa
result, 5 of the 7 available retailer licenses must be granted to an applicant who received a
"Zoning Tie Bar”).

provisioning center license (the “Zoning Bar").
84.
84. This Zoning
This Zoning Tie
Tie Bar,
Bar, like
like the Tie Bar
the Tie in the
Bar in the Marihuana Ordinance, violates
Marihuana Ordinance, violates
MRTMA because it renders the competitive process required for selecting retailer licensees and
designated consumption establishment licensees a nullity for at least 5 of the 7 required retailer
licenses.
licenses.
85. The Zoning Ordinance further violates MRTMA because it creates a quota within
the zones that the City must fill instead of selecting applicants who are overall best suited to operate
in compliance
in compliance within the municipality
within the municipality as
as aa whole
whole MCL
MCL 333.27959(4).
333.27959(4).
86. of the improper

The City improperly denied Plaintiff provisional licenses as a result of
Zoning Ordinance.
COUNT III
DECLARATORY RELIEF
88.
88. Under MCR
Under 2.605 in
MCR 2.605 in aa case
case of
of actual
actual controversy
controversy within its jurisdiction,
within its this Court
jurisdiction, this Court
may declare
may declare the
the rights and other
rights and other legal
legal relations
relations of
of an
an interested
interested party seeking aa declaratory
party seeking declaratory
judgment, whether or not other relief is or could be sought or granted
89. There is an actual controversy within this Court’s

Court's jurisdiction regarding whether
the conduct
the conduct of
of Mr.
Mr. Pernick,
Pernick, Portage
Portage Acquisition, SPNR3 LLC,
Acquisition, SPNR3 LLC, and
and City
City violated the law
violated the law as
as set
set
forth herein and whether the Marihuana Ordinance and Amended Marihuana Ordinance violate
MRTMA and/or the due process clauses of the Michigan Constitution and the Michigan
Constitution.
Constitution.
90. Plaintiff BRT seeks a declaratory judgment that the City’s

City's Marihuana Ordinance
violates of MRTMA because it renders the competitive process a nullity.
91.
91. Plaintiff BRT
Plaintiff seeks aa declaratory
BRT seeks declaratory judgment that the
judgment that the City’s
City's Amended Marihuana
Amended Marihuana
Ordinance violates the due process clauses of the Michigan Constitution and the Michigan
Constitution.
92.
92. Plaintiff BRT
Plaintiff BRT seeks
seeks aa declaratory
declaratory judgment that he
judgment that City has
he City has no legitimate
no legitimate
government interest in violating MRTMA
93.
93. Plaintiff BRT
Plaintiff seeks aa declaratory
BRT seeks declaratory judgment that the
judgment that City's Marihuana
the City’s Ordinance
Marihuana Ordinance
and Amended
and Amended Marihuana
Marihuana Ordinance
Ordinance further
further violates
violates MRTMA
MRTMA because it was
because it was not
not intended
intended to
to select
select
applicants with a demonstrated history of compliance of MRTMA.
94. Plaintiff BRT seeks a declaratory judgment that the City has no legitimate
governmental interest
governmental interest in
in licensing
licensing applicants
applicants without
without any
any history
history of
of compliance
compliance over
over applicants
applicants
that do.
95. Plaintiff BRT seeks a declaratory judgment that the City violated it Charter by
improperly adopting
improperly adopting its
its Zoning Ordinance.
Zoning Ordinance.
96. Plaintiff BRT seeks a declaratory judgment that the City has no legitimate interest
in failing
in failing to adhere to
to adhere to the timelines in
the timelines in its
its Charter
Charter and
and the
the requirements
requirements relating to amendment
relating to amendment of
of
ordinances.
97. Plaintiff seeks declaratory judgment

Plaintiff judgment that PFM and Portage Acquisitions were alter
egos of
egos of Mr.
Mr. Pernick
Pernick and
and were
were used by Mr.
used by Mr. Pernick
Pernick to
to implement
implement improper
improper purposes
purposes as
as stated
stated
herein.
98. Plaintiff seeks a declaratory judgment from this Court declaring that the Marihuana
Ordinance, Zoning
Ordinance, Ordinance, and
Zoning Ordinance, and the
the Amended Marihuana Ordinance
Amended Marihuana Ordinance are
are contrary
contrary to
to law,
law, fail
fail to
to
comply with MRTMA, and were unlawfully enacted and improperly implemented by the City.
COUNT IV
INJUNCTIVE RELIEF
100.
100. Plaintiff's claims have a likelihood of success on the merits because, inter alia, the
Plaintiff’s
City's Ordinance
City’s Ordinance violates
violates MRTMA.
MRTMA.
101.
101. Plaintiff will suffer irreparable harm if the court does not grant an injunction and
compel the City to comply with the letter and spirit of MCL 333.27959(4).
102.
102. The harm
The harm to Plaintiff in
to Plaintiff in not granting the
not granting the injunction
injunction outweighs
outweighs any
any harm
harm to
to the City
the City
caused by granting such injunctive relief.
103.
103. No harm will come to PFM because in actual fact PFM was an alter ego of Mr.
Pernick designed
Pernick designed and
and used
used to carry out
to carry out the
the wrongful
wrongful purpose of procuring
purpose of procuring aa Port
Port Huron
Huron marihuana
marihuana
license for an applicant —– Portage Acquisitions —

– with no MRA compliance a license over
applicants like BRT with MRA operations and compliance experience.
104.
104. No
No harm will come
harm will come to the City
to the City if
if the Court compels
the Court compels the City to
the City follow MRTMA.
to follow MRTMA.
105.
105. Such injunction is in the public interest because, inter alia, it is in the public interest
for municipalities,
for municipalities, including
including the
the City,
City, to
to provide
provide consistent
consistent guidelines,
guidelines, abide
abide by
by state
state statute,
statute, and
and
ensure licensees can and will comply with state law.
COUNT V
EQUAL PROTECTION VIOLATION
106.
106. Plaintiff realleges
Plaintiff realleges all
all preceding paragraphs as
preceding paragraphs as if
if fully
frilly set
set forth
forth in
in this part.
this part.
107.
107. The United States and Michigan Constitutions provide that no person shall be
denied equal protection of the laws. U.S. Const. Amend. XIV; Mich. Const. 1963
1963 Art. I, Section
2.
2.
108.
108. Municipal action that violates these equal protection clauses gives rise to liability.
109.
109. Equal protection requires that persons in similar circumstances be treated similarly.
Arlington
Arlington vv Metropolitan
Metropolitan Housing
Housing Dev Corp, 429
Dev Corp, US 252
429 US 252 (1977);
(1977); Snowden
Snowden vv Hughes, 321 US
Hughes, 321 US 11
(1944).
110.
110. Plaintiff was denied equal treatment under the Marihuana Ordinance relative to
Portage Acquisitions Inc. because they both scored the exact same score, but Plaintiff actually had
licensed operating experience and the applicant Portage Acquisitions did not. In addition, Portage
Acquisitions received a provisional Port Huron license, but BRT did not.
COUNT VI
VIOLATION OF THE MARIHUANA ORDINANCE
111
111. Plaintiff realleges all preceding paragraphs as if fully
frilly set forth in this part.
112
112. Upon information and belief, the City violated the Marihuana Ordinance by failing
to review and select applicants according the provisions contained in the Marihuana Ordinance.
Port Huron Ordinance § 12-607.

113.
113. The City is required to follow the procedures contained in the Marihuana Ordinance
but it
but it failed
failed to
to do
do so.
so.
114.
114. The City does not have a legitimate interest in failing to adhere and observe the
requirements of the Marihuana Ordinance.
115.
115. Plaintiff was
Plaintiff denied provisional
was denied licenses for
provisional licenses for aa provisioning center and
provisioning center and an
an adult-use
adult-use
retailer establishment as a result of the City’s

City's failure to adhere to the procedures contained in the
COUNT VII
MANDAMUS
116.
117.
117. "Mandamus is an extraordinary remedy which may issue to compel a body or an
“Mandamus
officer to
officer perform aa clear
to perform clear legal
legal duty
duty for
for one
one holding
holding aa clear
clear legal
legal right to such
right to such performance.”
performance." City
City
ofDetroit v Detroit Police Officers Ass

of 'n, 174
Ass’n, 174 Mich App 388, 392; 435 NW2d 799 (1989).
118.
118. "The primary purpose of the writ of mandamus is to enforce duties created by law.”
“The law."
Id. (quoting McLeod

Id. (quoting McLeod vv State
State Bd. Of Canvassers,
Bd. Of Canvassers, 304
304 Mich
Mich 120,125;
120,125; 77 NW2d 240 (1942).
NW2d 240 (1942).
119.
119. Clerk Jonseck has a duty to and authority to refuse an award of a license and/or
revoke a license when a licensee fails to demonstrate that it has complied with the “community
"community
benefits agreement
benefits agreement it
it has committed to
has committed and the
to and the social
social equity
equity plan provided in
plan provided in its
its application.”
application."
Ordinance § 12-612(3).
12-612(3).
120.
120. Clerk Jonseck has a duty to refuse an award of a license and/or revoke a license
when “[a]
when "[a] material
material violation of any
violation of any provision
provision of
of this article occurs
this article occurs ….”
...." §§ 12-612(1)
12-612(1)
121.
121. Clerk Jonseck reviewed a total of eight applications for Portage Acquisitions that
contained fraudulent
contained fraudulent and
and untrue information related
untrue information to the
related to the community
community benefits
benefits agreement
agreement and
and
social equity agreements required in the application process, among others, and awarded six
licenses to Portage Acquisitions based on the fraudulent information contained therein:
a.
a. Facilities licenses for:
Facilities licenses for:
i. 1814 10
1814 10th
th
Street
ii.
ii. 515 Wall
515 Wall Street
Street
iii. 10th
2337 10 th
Street
b. Establishment licenses for:
iv. 1814 10th

1814 10 th
Street
v. 515 Wall Street
vi.
vi. 2337 10th
2337 10 th
Street
122.
122. Clerk Jonseck
Clerk Jonseck has
has no legal or
no legal or legitimate
legitimate interest
interest in
in awarding
awarding points
points or
or issuing
issuing
licenses to an applicant that made false representations in its attestations to the City. § 12-605(6).
12-605(6).
123.
123. Clerk Jonseck has no legal or legitimate interest in awarding points to Portage
Acquisitions for
Acquisitions for its
its alleged
alleged commitment
commitment to
to community
community because Portage Acquisitions
because Portage never had
Acquisitions never had
the intent or authority to comply with the requirements of § 12-605(6)

12-605(6) or related provisions of
of the
Ordinance.
124.
124. Clerk Jonseck has no legal or legitimate interest in awarding points to Portage
Acquisitions for its alleged social equity plan because Portage Acquisitions never had the intent or
authority to comply with the requirements of § 12-605(11)

12-605(11) or related provisions of the Ordinance.
125.
125. Portage Acquisitions lacked the authority to and never intended to comply
community benefits agreement it committed to and the social equity plan provided in its
application.
126.
126. Portage Acquisitions violated material provisions of the Marihuana Ordinance
when it
when it misrepresented its interest
misrepresented its interest in
in obtaining
obtaining aa license
license and
and when it attested
when it attested to facts and
to facts and
circumstances it knew was untrue.
127.
127. Clerk Jonseck has a clearly legal duty to deny or revoke the licenses awarded to
Portage that were
Acquisitions that obtained through
were obtained through misrepresentations and fraud.
misrepresentations and fraud.
128.
128. Plaintiff has no other means to obtain this relief.
COUNT VIII
TORTIOUS INTERFERENCE WITH A BUSINESS RELATIONSHIP OR
EXPECTANCY
EXPECTANCY
129.
130.
130. The elements of tortious interference with a business relationship or expectancy are
(1) the existence of a valid business relationship or expectancy that is not necessarily predicated
on an enforceable contract, (2) knowledge of the relationship or expectancy on the part of the
defendant interferer, (3) an intentional interference by the defendant inducing or causing a breach
or termination
or termination of
of the
the relationship or expectancy,
relationship or expectancy, and
and (4)
(4) resulting
resulting damage
damage to the party
to the whose
party whose
relationship or expectancy was disrupted. Badiee v Brighton Area Schools,

Schools, 265 Mich App 343,
365-66; 695 NW2d 521

521 (2005).
131.
131. Plaintiff BRT
Plaintiff applied for
BRT applied for several
several marihuana
marihuana licenses
licenses under
under the Marihuana
the Marihuana
Ordinance, but was ultimately denied a license because Sam Pernick, Portage Acquisitions, and
Sam Pernick’s
Pernick's alter-ego SPNR3 obtained several marihuana licenses instead.
132.
132. Plaintiff BRT
Plaintiff BRT reasonably expected to
reasonably expected be awarded
to be awarded Marihuana
Marihuana licenses
licenses under
under the
the
Plaintiff reasonably expected to participate and compete in a business application

Ordinance, and Plaintiff
process that was not rigged in favor of applicant Portage Acquisitions.

133.
133. The reasonableness of BRT's
BRT’s expectation to be awarded a Marihuana license is
supported inter
supported inter alia
alia by
by its
its perfect 100 point
perfect 100 score and
point score and by its passed
by its passed MRA compliance and
MRA compliance and operating
operating
experience.
134.
134. BRT's expectation to compete in a business application
The reasonableness of BRT’s
process
process that
that was
was not rigged in
not rigged in favor
favor of
of applicant
applicant Portage
Acquisitions is
is supported
supported inter
inter alia
alia by
by
the fact that the ordinance did not state that the application process was rigged in favor of
of Portage
Acquisitions. If BRT had known the application process was so rigged, BRT would not have made
the business
the decision to
business decision to apply
apply for
for aa business
business license
license in
in Port
Port Huron.
Huron.
135.
135. Pernik's alter-ego SPNR3 were aware
Portage Acquisitions, Sam Pernick, and Sam Pernik’s
that Plaintiff or at a minimum other parties were applying or likely to apply for marihuana licenses
under the
under the Marihuana Ordinance. (Ex.
Marihuana Ordinance. (Ex. B).
B).
136.
136. Prior to the final scoring and award of the licenses, Sam Pernick expressed interest
in assisting the City defend litigation from aggrieved parties following the award of marihuana
licenses under
licenses under the
the Marihuana Ordinance. (Ex.
Marihuana Ordinance. (Ex. B).
B).
137.
137. Sam Pernick, Portage Acquisitions, and Sam Pernick’s
Pernick's alter-ego SPNR3
intentionally interfered with Plaintiff’s

Plaintiff's expectancy to receive marihuana licenses under the
Ordinance by
Ordinance fraudulently applying
by fraudulently applying for
for and
and obtaining
obtaining marihuana licenses under
marihuana licenses under the Ordinance.
the Ordinance.
138.
138. Plaintiff was damaged as a result.
COUNT IX
CIVIL CONSPIRACY
139.
139. Plaintiff realleges all preceding paragraphs as if fully
frilly set forth in this part.
140.
140. "a combination of
A civil conspiracy is “a of two or more persons, by some concerted
action, to
action, accomplish aa criminal
to accomplish criminal or
or unlawful purpose, or
unlawful purpose, or to accomplish aa lawful
to accomplish lawful purpose
purpose by
by
criminal or unlawful means."

means.” Admiral Ins. Co. v Columbia Cas.
Ins. Co. Cas. Ins. 194 Mich App 300, 313;
Ins. Co., 194
486 NW2d 351

351 (1992).
141.
141. Portage Acquisitions,
Portage SPNR3, and
Acquisitions, SPNR3, and Sam
Sam Pernick
Pernick unlawfully conspired to
unlawfully conspired obtain
to obtain
marihuana licenses from the City of Port Huron so Sam Pernick and his alter-ego SPNR3 could
sell the obtained licenses at the expense and in contravention of Plaintiff’s

Plaintiff's rights. (Ex. A).
142.
Portage with the
Acquisitions with the assistance
assistance of
of Sam
Sam Pernick
Pernick and
and his alter-ego SPNR3
his alter-ego SPNR3
misrepresented Portage Acquisitions eligibility to obtain and license and fraudulently applied for
licenses under the Marihuana Ordinance.
143.
Portage Acquisitions knew
knew the
the attestations
attestations in
in its
its marihuana
marihuana application
application were untrue
were untrue
and unlawful, but applied for licenses anyway with the assistance of Sam Pernick and his alter-
ego SPNR3.
144.
144. Portage Acquisitions,
Portage Acquisitions, with the assistance
with the assistance of
of Sam
Sam Pernick,
Pernick, wrongfully
wrongfully influenced
influenced
the outcome of
of the licensing selection process by materially and furtively influencing the City’s
City's
interpretation of the Marihuana Ordinance to gain an advantage in selection process implemented
by Clerk Jonseck.
by Clerk Jonseck.
145.
145. Portage Acquisitions, Sam Pernick, and Sam Pernick’s
Pernick's alter-ego SPNR3
unlawfully and intentionally interfered with Plaintiff’s

Plaintiff's business expectancy in obtaining licenses
under
under the
the Marihuana Ordinance.
146.
146. Plaintiff was damaged as a result.
Consolidated Request for Relief
WHEREFORE, Plaintiff respectfully requests this Court:
a. Declare that the Marihuana Ordinance and Amended Ordinance are

unlawful and contrary to the mandate of MRTMA and state and federal due
process protections
process and are
protections and are set
set aside;
aside;
b. Declare that the Zoning Ordinance is unlawful and contrary to the mandate
of MRTMA
of MRTMA and and is
is set
set aside;
aside;
c. Declare that the City’s

City's implementation of
of the Marihuana Ordinance and
Zoning ordinance
Zoning ordinance was improper;
was improper;
d. Declare that the City’s

City's implementation of
of the Marihuana Ordinance and
Zoning ordinance
Zoning ordinance was
was improper
improper as
as applied
applied to
to Plaintiff;
Plaintiff;
e. Declare that the City violated the Marihuana Ordinance and the selection of
the provisional
the provisional licenses
licenses was
was improper
improper and
and the
the provisional licenses are
provisional licenses are set
set
aside;
f.
f. Declare and
Declare and Order
Order the City award
the City award Plaintiff
Plaintiff licenses
licenses based
based on
on its
its perfect
perfect
100 and its best suitability;
scores of 100
g.
g. Enter such
Enter such other
other and
and further
further declaratory
declaratory judgments consistent with
judgments consistent with the
the
relief sought under Count III above;
h.
h. Enter judgment
Enter against the
judgment against the City
City in
in an
an amount
amount consistent
consistent with
with the damages
the damages
sustained;
i.
i. Issue aa writ
Issue writ of
of Mandamus directing the
Mandamus directing the City
City Clerk,
Clerk, Cindy
Cindy Jonseck,
Jonseck, to
to revoke
revoke
any licenses issued to Portage Acquisitions, Sam Pernick, or SPNR3;
J.j. Enter Judgment

Enter Judgment against
against Portage
Acquisitions, Sam
Sam Pernick,
Pernick, and
and SPNR3
SPNR3 for
for
their unlawful and intentional interference with Plaintiff’s’
Plaintiff's' business
expectancy in an amount consistent with damages sustained, damages for
expected unearned
expected unearned income,
income, pecuniary damages, and
pecuniary damages, and any
any other
other damages
damages
allowed by law;
k.
k. Award Plaintiff
Award Plaintiff its
its reasonable
reasonable costs
costs and
and attorneys’
attorneys' fees;
fees; and
and
1.
l. Award any further or other relief that this Court deems just and appropriate
in this
in case.
this case.
Miller Johnson
Attorneys for Plaintiff BRT Capital 3, LLC
Dated: April 19,

19, 2022 By:
Joslin Elizabeth Monahan (P77362)
45 Ottawa Avenue SW, Suite 1100
1100
Grand Rapids, MI 49503
616.831.1700
MJ_DMS 34597022v3 50228-1

50228-1

EXHIBIT B
EXHIBIT B

Authentisign ID: 648052C0-49C6-46E1-B8EF-58F54BCAF4DF
AGREEMENT
This Agreement (this "Agreement") is executed as of December 31 2020 (the "Agreement

Date") by and between SPNR3 LLC a Michigan limited liability company, whose address is
29488 Woodward Ave., Suite 405, Royal Oak, MI 48073 ("SPNR3"), and Portage Acquisitions,
Inc., whose address is 2145 Crooks Rd., Suite 230, Troy, MI 48084 ("Applicant").
Introductory Statements
A. SPNR3 desires to retain Applicant to apply for, obtain and hold a provisional
Marihuana-related business license ("License") in the City of Port Huron, to be obtained and
held solely for the benefit of SPNR3.
B. Applicant agrees to apply, obtain and hold such License for the sole benefit of
SPNR3, for the consideration provided for in this Agreement.
Agreement
In consideration of the above Introductory Statements, which the parties acknowledge
are true and which are incorporated into and made a part of this Agreement, and the promises
and provisions set forth in this Agreement, the adequacy and sufficiency of which the parties
acknowledge constitute good and valuable consideration, the parties agree as follows:
1. License Application. Applicant agrees to apply for such License(s) as requested
by SPNR3. Applicant shall promptly (within two business days of SPNR3's request) provide
SPNR3 with all documents requested by SPNR3 and reasonably necessary for the submission of
the License application to the City. SPNR3 shall be responsible for all fees charged by the City
associated with the license application, and shall complete the license application with the
assistance of Applicant, as SPNR3 may request from time to time. SPNR3 will designate the
real property ("Real Property") in the City associated with the license application. The License
shall be issued in Applicant's name, and Applicant agrees to hold such License solely for the
benefit of SPNR3 until notification from SPNR3. If despite using good faith best efforts,
Applicant and/or SPNR3 is unable to secure the License within 720 days from this Agreement
Date, then either party may thereafter terminate this Agreement and SPNR3 shall not be
obligated to pay Applicant any consideration; provided however, the provisions of Section 9
(Non-Circumvention) and Section 10 (Indemnification) shall survive termination,
2. Consideration. In exchange for Applicant successfully obtaining and holding the
License, SPNR3 or its designee shall pay to Applicant the sum of $75,000, which shall be paid
to Applicant, subject to Section 3 below, at the time Applicant transfers the License.
3. Transfer of License. Upon SPNR3's notice to Applicant, Applicant shall have
forty-eight hours to complete and deliver the necessary documents to transfer the License from
Applicant to SPNR3's designee, New License Owner. Applicant will not have the right to
receive any payment from SPNR3 or New License Owner until both SPNR3 and New License
Owner are reasonably satisfied that Applicant has completed all necessary documents to transfer
good and marketable title to the License to New License Owner, free and clear of all liens,
claims, security interests, and other encumbrances, and New License Owner owns good and
marketable title to the License. Applicant's failure to execute and deliver the necessary
documents to transfer the License, or perform any other obligation related to this Agreement,
Authentisign ID: 648D52CD-49C6-46E1-B8EF-58F54BCAF4DF
shall be an event of default by Applicant and permit SPNR3 to immediately terminate its
obligations to Applicant this Agreement and pursue any and all remedies.
4. Subrogation Rights. In the event of any claim, demand, cause of action or
litigation arising out of or relating to the License, SPNR3 shall receive an assignment from
Applicant of, and be subrogated by Applicant for all payments, rights or recovery of Applicant
against other persons, and Applicant shall take, at the request of SPNR3, all reasonable action
necessary to secure such rights, including the execution of such documents as are necessary in
SPNR3's sole judgment to enable SPNR3 to bring and/or maintain suit to enforce such rights.
5. Acknowledgment of No Other Rights. Applicant hereby acknowledges and
agrees that it is applying for and will be owning and holding the License strictly on behalf of
SPNR3. Therefore, Applicant has no rights in and/or to the License, and is solely acting for the
benefit of SPNR3. Applicant shall have not the power or right to sell, assign, transfer or
encumber the License, or any interest in the License, except for a transfer to SPNR3 or its
designee ("New License Owner") in accordance with this Agreement.
6. Applicant's Default. In the event of default by Applicant, then SPNR3 may at its
option, terminate this Agreement, maintain an action against Applicant for injunctive relief,
specific performance, and or money damages. In addition, SPNR3 shall have the right to collect
all costs and expenses including actual attorney fees incurred by SPNR3 in enforcing or
attempting to enforce this Agreement, whether or not litigation is commenced.
7. Non-Circumvention. Applicant and Applicant's relatives, business partners,
affiliates, and each of their respective directors, officers, managers, members, shareholders, and
employees ("Applicant's Representatives") shall not, until after the transfer of the License(s) has
occurred (the "Restrictive Period"), directly or indirectly: (i) acquire, attempt to acquire, assist
anyone else to acquire, or attempt to assist anyone else to acquire a marihuana license (or any
interest therein) from the City, real property located anywhere in the City, or any interest in any
entity that owns or attempts to acquire a marihuana license (or any interest therein) from the City
or real property or an interest therein, except for an acquisition directly from the owners of
SPNR3 though a mutually agreed duly executed agreement, (ii) enter into any written or verbal
contract or other contractual arrangement with respect to the matters described in subparagraphs
(i); (iii) directly or indirectly (whether as an employee, independent contractor, sole proprietor,
partner, venturer, stockholder, director, officer, consultant, agent or in any other capacity) engage
or participate in, or assist any other person or entity to engage or participate in, any activity
which is in any way directly or indirectly related to acquiring either a marihuana license from the
City (other than in connection with this Agreement) or real property located in the City; (iv)
threaten to commence a lawsuit, or commence a lawsuit involving directly or indirectly any
matter referenced in or pertaining to this Agreement; or (v) engage or participate in, or assist any
other person or entity to engage or participate in, any activity which is in any way directly or
indirectly competitive with the business and activities of SPNR3 or any of its affiliates, relating
to the License or otherwise, which circumvents or attempts to circumvent the interests of SPNR3
or any of its affiliates or their relationships with others, or is in any way adverse to the interests
of SPNR3 or any of its affiliates (all of the foregoing are "Non-Circumvention Restrictions").
The Non-Circumvention Restrictions are a material inducement for SPNR3 to disclose
Confidential Information to Applicant and Applicant's Representatives in connection with this
Agreement. If Applicant or any of Applicant's Representatives violate the prohibitions in this
Authentisign ID: 648052C0-49C6-46E1-B8EF-58F54BCAF4DF
Section 9, it shall be deemed a breach of this Agreement. This Section 9 shall survive the
termination of this Agreement for any reason.
8. Indemnification. SPNR3 shall indemnify, defend, and hold harmless Applicant

and shall pay any liability, claim, damage, or expense (including legal fees) arising from
Applicant's participation in applying for a provisional license.
9. Assignability. This Agreement shall be binding upon and inure to the benefit of
the parties and their permitted successor and assigns; provided, however Applicant may not
assign any rights or delete any obligations under this Agreement without the prior written
consent of SPNR3. SPNR3 may assign any or all of its rights and or delete all or any of its
payment or other obligations under the Agreement to any designee, including without limitation
a prospective New License Owner. Upon notice from SPNR3 of such an assignment or
delegation, Applicant agrees to look solely to SPNR3's assignee with respect to the performance
of all of SPNR3's obligations hereunder, and SPNR3 shall be released from any liability
hereunder.
10. Acknowledgments. The parties each acknowledge that they have (a) had access
to all facts bearing on this Agreement, (b) had the opportunity to seek, and have received (or
have had the chance to receive), the advice of legal counsel regarding their respective legal
rights before executing this Agreement, and (c) carefully read this Agreement, understand its
contents, and determined this Agreement to be fair and reasonable.
11. Further Assurances. The parties agree to (a) furnish upon request of any other
party such further information, (b) execute and deliver to each other party such other documents,
and (c) do such other acts and things, all as the other parties to this Agreement may reasonably
request but solely for the purpose of carrying out the intent of this Agreement.
12. Confidentiality. Prior to transfer of the License as provided herein, neither
Applicant, nor any of their representatives or agents shall communicate, release or disclose any
information to any other party regarding the subject matter and/or terms of this Agreement or
the transactions contemplated hereby, without the prior written consent of SPNR3. Applicant
agrees that, in the event of any breach of the provisions of this Agreement, SPNR3 shall be
entitled to equitable relief, including without limitation, in the form of injunctions and orders for
specific performance, in addition to a judgment for monetary damages, payment of all court
costs and other costs and expenses including, without limitation, actual attorney fees incurred in
enforcing or attempting to enforce this Agreement, and any and all other remedies available
under this Agreement, at law or in equity. It is further understood and agreed that no failure or
delay by SPNR3 in exercising any right, power or privilege hereunder will operate as a waiver
thereof, nor will any single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any right, power or privilege thereunder.
13. Notices. All notices, requests, demands and other communications pursuant to
this Agreement shall be in writing and shall be deemed to have been duly given and received (a)
upon delivery, if personally delivered; (b) on the third business day after being deposited with
the U.S. Postal Service, postage prepaid, if sent by certified or registered mail, return receipt
requested (whether accepted or not); or (c) on the next business day after being deposited with a
reliable overnight delivery service (delivery costs prepaid), addressed to the intended addressee
at the following addresses:
If to SPNR3:
Sam Pernick, Member
iluiII ctliurl
Email:ORROOFFRAikwimmimmli.••••
If to the Applicant:
Email:
or to such other individual or address as any party hereto may designate for itself following the
giving of prior written notice as provided herein.
14. Benefit. This Agreement is binding upon and inures to the benefit of the parties,
their heirs, legal representatives, and permitted successors, and assigns.
15. Entire Agreement. This Agreement, and any attached exhibits, constitute the
entire agreement and understanding between the parties to this Agreement and supersedes any
prior written or oral agreement or understanding relating to the subject matter of this Agreement,
all of which are merged into this Agreement.
16. Waiver. No waiver of any provision of this Agreement will be valid unless in
writing and signed by the person or party against whom such waiver is asserted.
17. Severability. The invalidity or unenforceability of any particular provision of this
Agreement shall not affect the other provisions hereof which shall remain and continue in full
force and effect, and this Agreement shall be construed as if such invalid or unenforceable
provision(s) were omitted.
18. Amendments. This Agreement may not be modified or amended except in a
writing signed by all of the parties hereto.
19. Construction of Agreement. This Agreement shall not be more strictly construed
against, nor shall any ambiguities within this Agreement be resolved against, either party hereto,
solely because such party may have prepared this Agreement.
20. Time of the Essence. The parties acknowledge that time is of the essence with
respect to payment and performance of the respective obligations under this Agreement.
21. Michigan Law. The provisions of this Agreement shall be construed in
accordance with the laws of the State of Michigan without regard to conflicts of laws principles.
22. Counterparts. This Agreement may be executed in one or more counterparts, each of
which when taken together, shall constitute one and the same Agreement.
23. Electronic Signatures. This Agreement may be executed and delivered
electronically via email of a ".pdf' signature page with an original manually-executed copy to
The parties have executed this Agreement as of the Agreement Date agreeing to be bound
by the terms and conditions hereof.
PORTAGE ACQUISITIONS,INC.:
SPNR3, LLC:
Authentisn,r
[Samuet Yeitnick
By: 1/8/2021 6:20:19 PM EST
Sam Pernick, Member
[Signature page to Agreement]
PAPTemick, Samuel (PERNSA)\GeneralVtgreement with applicant 12-19-20.docx

Authentisign ID: 648D52C0-49C6-46E1-B8EF-58154BCA14D1
follow upon request. Electronic signatures shall be deemed original for all purposes of execution
and delivery of this Agreement and providing notices and other information hereunder.
[Signature page follows]

EXHIBIT C
EXHIBIT C

Jonseck,
Jonseck, Cyndee
Cyndee
From:
From: Sam
Sam Pernick
Pernick <pernickprogressive@gmail.com>
<pernickprogressive@gmail.com>
Sent:
Sent: Tuesday,
Tuesday, January 12, 2021
January 12, 2021 2:32 PM
2:32 PM
To:
To: Jonseck,
Jonseck, Cyndee
Cyndee
Subject:
Subject: Summary
Summary ofof our
our call
call
EMAIL ORIGIN EXTERNAL: Use proper judgment and caution when opening attachments, clicking links, or responding to this email.
Ms.
Ms. Jonseck,
Jonseck,
Just
Just wanted
wanted to
to summarize
summarize the
the points
points that
that II brought
brought up
up in our call
in our call today.
today.
1.
1. There
There is
is aa provision
provision inin Section
Section 22 (u)
(u) (4)
(4) of the ordinance
of the ordinance that allows applicants
that allows applicants to to supplement
supplement their
their occupancy
occupancy
affidavits
affidavits within
within 10 10 days
days after
after the
the day
day they
they turn
turn in
in their application. So
their application. So while
while the
the initial
initial application
application window
window forfor
people
people to
to apply
apply forfor medical
medical provisional
provisional licenses
licenses has closed, Local
has closed, Local Applicants
Applicants cancan still
still avail
avail themselves
themselves ofof their
their
Section
Section 22 (u)
(u) (4)
(4) rights
rights to
to supplement
supplement the the application.
application. The
The rationale
rationale for this is
for this is that
that the
the technical
technical definition
definition of
of
"Occupancy
"Occupancy Percentage"
Percentage" refers
refers to
to "the
"the calendar
calendar year immediately prior
year immediately prior to
to the
the Application
Application Date."
Date." Thus,
Thus, it
it may
may
be
be logistically
logistically impractical
impractical forfor someone
someone to to notarize the original
notarize the original occupancy affidavit on
occupancy affidavit on the
the date
date that they apply,
that they apply,
so
so this
this provision
provision waswas created
created toto allow for this
allow for this supplemental filing.
supplemental filing.
2.
2. II also
also wanted
wanted to
to draw
draw your
your attention to the
attention to the scoring
scoring of
of the "Completeness" section.
the "Completeness" section. In
In particular,
particular, the following
the following
phrase:
phrase:
Completeness
Completeness in
in this
this category
category shall
shall only
only refer
refer to
to whether
whether or
or not
not information
information for
for aa Section
Section 55 item
item has
has been
been
provided,
provided, and
and is
is not
not an
an assessment
assessment ofofthe
the subjective
subjective quality
quality or
or sufficiency of said
sufficiency of information.
said information.
Our
Our goal
goal with
with this
this section,
section, and
and frankly,
frankly, with the entire
with the entire ordinance,
ordinance, was
was toto create
create aa transparent
transparent and
and objective
objective
process
process for
for applications
applications toto be
be reviewed.
reviewed. We We wanted
wanted to to prevent
prevent subjective assessments in
qualitative assessments
subjective qualitative in scoring
scoring ofof
the
the application
application andand create
create aa uniform
uniform process.
process. Thus,
Thus, it's
it's possible
possible that someone could
that someone could get
get the
the same
same number
number of of
points
points for
for providing
providing less
less information,
information, less detail, or
less detail, even what
or even what might appear to
might appear be partial
to be partial information
information in
in aa
category
category than
than another
another applicant.
applicant. This was the
This was the intention,
intention, as as we
we did not think
did not think the amount of
the amount of pages
pages an
an applicant
applicant
puts
puts in
in their
their application
application isis an
an assessment
assessment of of quality
quality as
as most of these
most of these applications are copy
applications are copy and
and pasted
pasted from
from other
other
versions,
versions, etc.
etc. There
There may
may even
even bebe aa case
case where
where anan applicant
applicant appears
appears to
to provide
provide "partial
"partial information."
information."
3.
3. II don't
don't think
think II fully
fully made
made this
this point
point on our call,
on our so II wanted
call, so to reference
wanted to reference part of the
part of ordinance regarding
the ordinance the
regarding the
Occupancy
Occupancy Affidavit:
Affidavit:
Section
Section (2)
(2) (u)
(u) (3)
(3) For
For the
the purposes
purposes of
of issuing
issuing aa Provisional
Provisional License, the City
License, the City shall
shall verify
verify the
the Percentage
Percentage
Occupancy
Occupancy of ofthe
the property
property through
through an
an Occupancy
Occupancy Affidavit
Affidavit and,
and, if
ifpossible, other supporting
possible, other documentation
supporting documentation
which may
which may include,
include, but
but not
not be
be limited
limited to, lease documents,
to, lease documents, purchase agreements, certificates
purchase agreements, certificates of
of occupancy,
occupancy,
utility
utility bills,
bills, and
and other
other documentation
documentation that
that can
can show the occupancy
show the level over
occupancy level over the
the time
time period
period
Our intent
Our intent in
in writing
writing this
this was
was that
that the
the City
City could
could rely
rely on
on independent documentation in
independent documentation order to
in order to validate the
validate the
occupancy
occupancy of of aa property.
property. In other words,
In other words, this
this documentation
documentation does not need
does not need to be supplied
to be supplied byby the
the Local
Local
Applicant.
Applicant. WeWe anticipated
anticipated that
that Local
Local Applicants
Applicants may
may not
not be truthful regarding
be truthful regarding the occupancy of
the occupancy of aa property,
property, and
and
this allows the
section allows
this section the City
City to
to use
use its
its own documentation to
own documentation verify the
to verify the Occupancy Percentage of
Occupancy Percentage of aa Business
Business
Facility
Facility Address.
Address.
1
4. We are
4. We are interested
interested in
in working with the
working with the City
City to
to defend against any
defend against any potential litigation from
potential litigation disgruntled
from disgruntled
applicants. We
applicants. We have spent aa lot
have spent of time
lot of time thinking
thinking of how those
of how those who
who might
might get
get denied
denied would
would try
try to
to fight the
fight the
ordinance,
ordinance, and
and II think
think we
we could
could be
be anan asset
asset toto the City in
the City this. If
in this. City Attorney
the City
If the Attorney would
would be interested in
be interested in having
having
aa conversation to discuss
conversation to discuss this,
this, please
please let
let me know. We
me know. believe we
We believe would have
we would standing regardless
have standing regardless toto participate
participate
as an intervening
as an intervening defendant,
defendant, but
but II think
think itit would
would be
be beneficial
beneficial ifif our
our legal
legal arguments
arguments areare aligned.
aligned.
Best,
Best,
Sam Pemick
Sam Pernick
248 914
248 914 0631
0631
22

EXHIBIT D
EXHIBIT D

Original - Return
1st copy - Witness
Approved, SCAO 2nd copy - File
3rd copy - Extra
STATE OF MICHIGAN CASE NO.
JUDICIAL DISTRICT SUBPOENA
3 I st 21 -000282-CZ
JUDICIAL CIRCUIT Order to Appear and/or Produce
COUNTY PROBATE
Court address 201 McMorran Blvd, Port Huron, MI 48060 Court telephone no.
Police Report No. (if applicable):

Plaintiff(s)/Petitioner(s) Defendant(s)/Respondent(s)
City of Port Huron, et. al.
0 People of the State of Michigan V
E 1864 US-23, LLC, et.al.
RI Civil (11 Criminal Charge
0 Probate In the matter of
In the Name of the People of the State of Michigan. TO:

Portage Acquistions, Inc
If you require special accommodations to use the court because of disabilities, please contact the court immediately to make arrangements.
YOU ARE ORDERED TO:
I 11. Appear personally at the time and place stated below: You may be required to appear from time to time and day to day until excused.
Deposition via Zoom Technology
0 The court address above RI Other:
Day Date Time
Wednesday April 20, 2022 1:00 PM
0 2. Testify at trial / examination / hearing.
0 3. Produce/permit inspection or copying of the following items. Sec Attached Notice of Depostion Duces Tecum
0 4. Testify as to your assets, and bring with you the items listed in line 3 above.
RI 5. Testify at deposition.
0 6. Abide by the attached prohibition against transferring or disposing of property. (MCL 600.6104(2), 600.6116, or 600.6119.)
Hi 7. Other
Person requesting subpoena Telephone no.
0 8.
Frank M. DeLuca 248-763-8765
Address
1615 S. Telegrpah Rd., Suite 300
City State Zip
Bloomfield Hills MI 48302
NOTE: If requesting a debtor's examination under MCL 600.6110, or an injunction under item 6. this subpoena
must be issued by a judge. For a debtor examination, the affidavit of debtor examination on the other side of this
form must also be completed. Debtor's assets can also be discovered through MCR 2.305 without the need for
an affidavit of debtor examination or issuance of this subpoena by a judge.
FAILURE TO OBEY THE COMMANDS OF THE SUBPOENA OR TO APPEAR AT THE STATED

TIME AND PLACE MAY SUBJECT YO NALTY FOR CONTEMPT OF COURT.
Court use only
April 6, 2022 ‘c
41604 111 Served 111 Not served
Date Judge/C erk/Attorney Bar no.
rvic 11 (3/15) SUBPOENA, Order to Appear and/or Produce MCL 600.1455, 600.1701, 600.6110, 600.6119, MCR 2.506
SUBPOENA
PROOF OF SERVICE Case No. 21 -000282 -CZ
TO PROCESS SERVER: You must make and file your return with the court clerk. If you are unable to complete service, you must
return this original and all copies to the court clerk.
CERTIFICATE! AFFIDAVIT OF SERVICE! NONSERVICE
Li OFFICER CERTIFICATE OR El AFFIDAVIT OF PROCESS SERVER

I certify that I am a sheriff, deputy sheriff, bailiff, appointed Being first duly sworn, I state that I am a legally competent
court officer, or attorney for a party [MCR 2.104(A)(2)], and adult who is not a party or an officer of a corporate party, and
that: (notarization not required) that: (notarization required)
Lii I served a copy of the subpoena, together with (including any required fees) by
Attachment
Li personal service Li registered or certified mail (copy of return receipt attached) on:
Name(s) Complete address(es) of service Day, date, time
LI I have personally attempted to serve the subpoena and required fees, if any, together with
Attachment
on the following person(s) and have been unable to complete service.
Name(s) Complete address(es) of service Day, date, time
Service fee Miles traveled Fee Signature
Incorrect address fee Miles traveled Fee TOTAL FEE Name (type or print)
Title
Subscribed and sworn to before me on County, Michigan.
Date
My commission expires: Signature:
Date Deputy court clerk/Notary public
Notary public, State of Michigan, County of
ACKNOWLEDGMENT OF SERVICE
I acknowledge that I have received service of the subpoena and required fees, if any, together with
Attachment
on
Day, date, time
on behalf of
Signature
AFFIDAVIT FOR JUDGMENT DEBTOR EXAMINATION

I request that the court issue a subpoena that orders the party named on this form to be examined under oath before a judge
concerning the money or property of:
for the following reasons:
Signature
Subscribed and sworn to before me on County, Michigan.
Date
My commission expires: Signature:
Date Deputy court clerk/Notary public
Notary public, State of Michigan, County of
MCR 2.105
STATE OF MICHIGAN
JARS HOLDING, LLC, a Michigan limited

liability company, etal.,
Plaintiff,
Case No.: 21 -000282-CZ
V. Hon. Cynthia A. Lane
Consolidated with
Case No. 21 -000560-CZ
CITY OF PORT HURON,

a Michigan Municipal Corporation
Defendant,
NOTICE OF DEPOSITION OF
PORTAGE ACQUISITIONS,
INC
FLETCHER FEALKO SHOUDY & FLEMING YATOOMA & BOROWICZ

FRANCIS, PC Frank M. DeLuca (P41604)
T. Allen Francis (P66160) Attorney for Defendant Jars Holding
Gary A. Fletcher (P26823) 1615 S. Telegraph Rd, Suite 300
Attorney for Plaintiff City ofPort Huron Bloomfield Hills, MI 48302
1411 Third Street, Suite F Port (248) 230-2820
Huron, Michigan 48060(810) deluca@fyblaw.com
987-8444
tfrancis@fletcheerfealko.com
David A. Keyes (P43917)
Robert D. Ihrie (P26451) KEYES LAW
Harold Perakis (P35921) 3953 24" Avenue
1HRIE OBRIEN Fort Gratiot, Michigan 48059
24055 Jefferson, Suite 2000 (810) 434-1581
St. Clair Shores, Michigan 48080 davidkeyes@keyes.law
(586) 778-7778 Attorneys for Intervenors-Plaintiffs Blue Water
Attorneys for Plaintiffs. Farm Science, LLC Canna LLC and Huron Botanical Extractions, LLC
(Additional counsel on following pages)

THE HARFOUCH LAW FIRM PLLC Gaetan Gerville-Reache (P68718)
77 East Long Lake Road, 1st Floor Brandon J. Cory (P83112)
Bloomfield Hills, Michigan 483094 WARNER NORC ROSS + JUDD LLP
Altonleys for Plaintiff 1864 US-23, LLC (616) 752-2000
cash@wnj.com, greache@wnj.com and
Aaron D. Geyer (P39889) bcory@wnj.com
AIELLO & ASSOCIATES, PLLC Attorneys for Intervenor-PlaintiffAttitude
32411 Mound Road Wellness, LLC
aaron@chrisaiello.com Janette E. Frank (P42661)
Attorneys fir Defendant Ox Tail, Inc. FRANK & FRANK LAW
3910 Telegraph Road, Suite 200
Hannah Stocker (P82847) Bloomfield Hills, MI 48302
23332 Farmington Road #98 (248) 723-8691
Farmington, MI 48366 JonFrank@FrankandFranklaw.com
(248) 252-6405 JanFrank@FrankandFranklaw.com
hannah@stockerlawplIc.com Attorneys for Intervenor-Defendant Exhibit
Attorneys for Intervenor-Defendant Progress Cannabis, LLC
for Michigan 2020
Anthony J. Bologna (P72698)
Jacqueline Langwith (P79600) LEGAL CONSULTING, PLLC
POLL10ELLA, PLLC 26110 American Drive, suite 500
4312 E. Grand River Southfield, Michigan 48034
Howell, Michigan 48843 (248) 227-2278
(517) 546-1181 ab@consultingplIc.com
jackie@pollicella.net Attorneys for Intervenor-Plaintiff Trucenta, LLC
Attornm for Intervenor-Defendant Revolution
Strains, Inc. Joslin E. Monahan (P77362)
KREIS ENDERLE HUDGINS & BOROSOS PC
Joshua N. Covert (P75733) 333 Bridge Street NW, Suite 900
THE COVERT LAW FIRM Grand Rapids, Michigan 49504
1129 N. Washington Avenue (616) 254-8400
Lansing, Michigan 48906 jmonahan@kreisenderle.com
(517) 512-8364 Attorneys for Plaintiff BRT Capital 3 LLC
jinc@covertlaw.com
Attorneys for Intervenor-Plaintiff Greenland
Meds, LLC
NOTICE OF DEPOSITION OF PORTAGE

ACQUISITIONS, INC
PLEASE TAKE NOTICE that pursuant to MCR 2.306(B)(3) counsel forPlaintiff, JARS
HOLDING, LLC, ("JARS") will be taking the deposition upon oral examination of PORTAGE
2
ACQUISITIONS, INC ("PORTAGE") through one or more officers, members, managers, agents or
other representatives who shall be designatedto testify on behalf of PORTAGE regarding all
information known or reasonably available to Portage with respect to the following topics:
1. Any and all applications submitted by Portage to the City of Port Huron for a
Provisioning Center & Retailer license.
2. The December 31, 2020, Agreement by and between Portage and SPNR3,
LLC/Sam Pernick.
The deposition is scheduled as follows:
Date: April 20, 2022
Time: 1:00 p.m.
Location: To be determined.
This deposition will be taken before a duly qualified court reporter and/or videographer
pursuant to and for all purposes permitted by the Michigan Court Rules and the Michigan Rules
of Evidence. You may appear at the time and place designated for the purpose of examining the
witness.
Deponent is also requested to bring with him/her all documents relating to the above topics
in his/her possession, custody or control.
Respectfully submitted,
/s/ Frank M. DeLuca
Frank M. DeLuca (P41604)
1615 S. Telegraph Rd, Suite 300
Bloomfield Hills, MI 48302
248-230-2820
Dated: April 6, 2022. deluca t@fyblaw.com
3
STATE OF MICHIGAN
IN THE
IN THE CIRCUIT
CIRCUIT COURT
COURT FOR
FOR THE
THE COUNTY
COUNTY OF
OF ST.
ST. CLAIR
CLAIR
____________________
1864 US-23,
1864 LLC, aa Michigan
US-23, LLC, Michigan limited
limited Case No. 21-000282-CZ
21 -000282-CZ
Plaintiff,
Vv
Defendants
and
21 -000560-CZ
Hon. Cynthia
A. Lane
Plaintiffs,
Vv
CITY OF PORT HURON,
Defendant
and
21 -000647-CZ
liability company, Hon. Cynthia
A. Lane
Plaintiff,
Vv
CITY OF PORT HURON,
Defendant
and
BRT CAPITAL 3, LLC, a Michigan limited Case No.
Case 21 -000920-CZ
No. 21-000920-CZ
liability company,
Plaintiff
Plaintiff
Vv PROOF OF SERVICE
CITY OF
CITY OF PORT
PORT HURON,
HURON,
Defendant.
Defendant.
//
THE HARFOUCH LAW FIRM PLLC Gaetan Gerville-Réache
Gaëtan Gerville-Reache (P68718)
77 East Long Lake Road, 1st1st Floor Brandon J. Cory (P83112)
150 1500
Attorneys for
for Plaintiff US-23, LLC
Plaintiff 1864 US-23, (616) 752-2000
cash@wnj.corn
cash@wnj.com
David A.
David A. Keyes
Keyes (P43917)
(P43917) greache@wnj.corn
greache@wnj.com
KEYES LAW bcory@wnj.corn
bcory@wnj.com
3953 24th Avenue Attorneys for
for Intervenor-131
Intervenor-Pl Attitude Wellness,
Wellness,
Fort Gratiot, Michigan 48059 LLC
(810) 434-1581
434-1581
davidkeyes@keyes.law Gary A. Fletcher (P26823)
Attorneys for
for Intervenors-Plaintiffs Blue Todd J. Shoudy (P41895)
Water Canna LLC and Huron Botanical
Water T. Allen Francis (P66160)
Extractions,
Extractions, LLC FLETCHER
FLETCHER FEALKO SHOUDY &
FEALKO SHOUDY &
FRANCIS,
FRANCIS, PC PC
Robert D. Ihrie (P26451) 1411
Harold Perakis (P35921) Port Huron, Michigan 48060
IHRIE OBRIEN (810) 987-8444
24055 Jefferson, Suite 2000 trancis@fletcherfealko.com
St. Clair Shores, Michigan 48080 Attorneys for
ofPort
(586) 778-7778 Huron
hperakis@ihrieobrienlaw.com
Attorneys for
Science, LLC & Jonathan B.
Jonathan Frank (P42656)
B. Frank (P42656)
Abraham
Abraham Janette E. Frank (P42661)
FRANK & FRANK LAW
Aaron D. Geyer (P39889) 3910 Telegraph Road, Suite 200
AIELLO & ASSOCIATES, PLLC Bloomfield Hills, MI 48302
32411 Mound Road
32411 723-8691
(248) 723-8691
Warren, Michigan 48092 JonFrank@FrankandFranklaw.com
303-2211
(586) 303-2211 JanFrank@FrankandFranklaw.corn
aaron@chrisaiello.com Attorneys for
for Intervenor-Def
Intervenor-Def Exhibit
Attorneys for
Tail, Cannabis,
Cannabis, LLC
Inc.
Inc.
Frank M. Deluca (P41604)
Michael T. Woodyard (P64612) FLEMING YATOOMA & BOROWICZ PLC
WOODYARD & ASSOCIATES, PLLC 1615 S. Telegraph Road
1615
100 Bloomfield Hills, Michigan 48302
Canton, Michigan 48188 (248) 230-2820
(313) 855-5222 deluca@fyblaw.com
Michael@woodyardlaw.corn
Michael@woodyardlaw.com Attorneys for
for Plainti
ffJar Holdings,
Plaintiff Holdings, LLC
Attys
Attys for
for Intervenor-Def
Intervenor-Def Progress
Progress for
for
Michigan
Michigan 2020
2020 Anthony J. Bologna (P72698)
Jacqueline Langwith (P79600) 26110 American Drive, suite 500
POLLICELLA, PLLC Southfield, Michigan 48034
4312 E. Grand River (248) 227-2278
Howell, Michigan 48843 ab@consultingpllc.com
546-1181
for Intervenor-Plaintiff Trucenta,
Intervenor-Plaintiff Trucenta,
jackie@pollicella.net LLC
Attorneys
Attorneys for
for Intervenor-Def
Intervenor-Def Revolution
Revolution
Strains,
Strains, Inc.
Inc. Joslin E. Monahan (P77362)
Joshua N. Covert (P75733) MILLER JOHNSON
THE COVERT LAW FIRM 45 Ottawa Ave. SW, Suite 1100
1100
(517) 512-8364
(517) 512-8364 monahanj@millerjohnson.com
monahanj@millerjohnson.com
jmc@covertlaw.com
jmc@covertlaw.com antumac@millerjohnson.com
antumac@millerjohnson.com
Attorneys
Attorneys for
for Intervenor-PI Greenland Meds,
Intervenor-Pl Greenland Meds, Attorneys
Attorneys for
for Intervenor-PlaintiffBRT
Intervenor-Plaintiff BRT
LLC Capital 3 LLC
PROOF OF SERVICE
I, Meghan
I, Meghan Cluff,
Cluff, state
state that
that on
on the date below,
the date below, II caused
caused to be served
to be served Intervening
Intervening Plaintiff
Plaintiff
BRT Capital 3 LLC’s

LLC's Motion for Leave to File Second Amended Complaint, and this Proof
of Service, on the above-captioned attorney(s) of record, via email delivery.
II declare
declare that
that the above statements
the above statements are
are true
true to
to the
the best
best of
of my
my knowledge information, and
knowledge information, and
belief.
Dated: 04/19/2022 ____________________________________

Meghan Cluff, Legal Assistant

2022.04.18 Motion For Second Complaint (34626954.2)

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2022.04.18 Motion For Second Complaint (34626954.2)

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STATE OF MICHIGAN

IN THE CIRCUIT COURT FOR THE COUNTY OF ST. CLAIR

1864 US-23, LLC, a Michigan limited

Pursuant to MCR 2.118(A)(2), Intervening Plaintiff BRT Capital 3 LLC (“BRT”)

Relevant Factual Background

Progress for Michigan 2020, Portage Acquisitions, and Sam Pernick’s

ensuing licensing fiasco than previously imagined.

"Contract"). The contract provided:

d. "[t]he License shall be issued in the Applicant’s

f. "Applicant shall have forty-eight hours to complete and deliver the

7. As conclusively established by the contract, Sam Pernick, through his alter-ego,

Additional Defendants: Applicable Additional Claim(s):

a. It planned to contribute to the community by “demonstrate[ing]

circumstances. Accordingly, Mandamus is appropriate to revoke the licenses issued to Portage

Acquisitions for its

Acquisitions, Sam Pernick,

before the close

Dated: April 19,

NOW COMES, BRT

("Plaintiff'), by and through its attorneys, Miller Johnson,

states as follows for its Second Amended Complaint:

3. Defendant SPNR3 LLC is a Michigan limited liability company whose resident

4. Defendant Portage Acquisitions, Inc. is a Michigan Corporation whose registered

who operates SPNR3 as his alter ego (referred to herein as “Sam

Court's jurisdiction necessitating a declaration of legal rights between the

parties and the City.

Pernick because the amount in controversy exceeds $25,000.00. MCL 600.605.

Facts Common to All Counts

state-licensed medical marihuana businesses.

MCL 333.27205(1). Such ordinances are customarily referred to as “opt-in”

that government has opted-in.

or rules promulgated by the [MRA].”

21. If a municipality limits the number of marihuana establishments that may be

"the municipality shall decide

intervening defendant Progress for Michigan 2020 (PFM).

7 provisional licenses for “marihuana

minimum and maximum of 5 provisional licenses for “provisioning

a. South of the Black River: 3 locations

b. North of the Black Rive:

or more years of business operating experience in either marihuana or non-marihuana businesses.

provisional licenses to marihuana facilities (medical) before awarding a marihuana establishment

provisional licenses (retail).

33. The Marihuana Ordinance was ostensibly amended through referendum by a

and an adult-use retailer license at 1639

compliance with the MMFLA and the MRTMA

38. Plaintiffs recreational and medical use applications scored 100

February 15, 2021.

suited to comply with MRTMA in Port Huron.

no operating experience as a licensed marihuana facility or establishment.

Ordinance but was still denied a license.

15, 2021, based the number of available licenses as 3,

45. The City Charter provides that “An

Jonseck on how to score the Port Huron marihuana applications.

appears to be Port Huron’s

City's preference for Portage Acquisitions Inc. is also demonstrated by

the fact that Portage Acquisitions Inc. scored 100

V. The Portage Acquisitions/SPNR3 contract and the Portage Acquisitions applications

company with the State of Michigan.

to obtain under the City of Port Huron’s

a. "[Portage Acquisitions] agrees to apply for such Licenses as requested

c. "SPNR3 will designate the real property (‘Real

d. "[t]he License shall be issued in the Applicant’s

e. "SPNR3 or its designee shall pay to Applicant the Sum of $75.000.00,