IN THE SUPERIOR COURT OF THE VIRGIN ISLANDSDIVISION OF ST. THOMAS AND ST. JOHN

FATHI YUSUF,Case No.:2015-ST-CV- 3 lt+

Plaintiff,v ACTION FOR DISSOLUTION

AND OTHER RELIEFPETER'S FARM INVESTMENTCORPORATION, SIXTEEN PLUSCORPORATION, MOHAMMAD A.HAMED, WALEED M. HAMED,WAHEED M. HAMED, MUFEED M.HAMED, AND HISHAM HAMED,

JURY TRIAL DEMANDED

Defendants,

MOTION AND MEMORNDUM IN SUPPORT OF MOTION TO TRANFER CASETHIS ACTION TO THE DIVISION OF ST. CROIX

COMES NOW the Plaintiff by counsel and hereby respectfully requests this Court

to transfer this case to the St. Croix Division of the Superior Court. ln support of this

request, the Defendants respectfully point out the following facts to the Court, all of

which are verífied in the Declaration of Waleed M. Hamed, attached as Exhibit l:

. The Plaintiff resides on St. Croix.

. Both named corporate defendants have their offices, with heir corporate records,

on St. Croix, as noted in their respective articles of íncorporation.

. Four of the five named individual Defendants reside on St. Croix.

. One Defendant, Mohammed Hamed, is in ill health. He owns 50% Peter's Farm

and 10% of Sixteen Plus, lnc., and is on the Board of both corporations. As he

resides on St. Croix, travel to St. Thomas to attend court would be extremely

difficult for him.

Motion To TransferPage2

. One corporation, Peter's Farm, owns three large tracts of land on St. Croix,

totaling 430 acres, and one tract on St. Thomas of 139.8 acres (which has been

listed for sale). Thus, the bulk of the assets that require distribution or partition

are on St. Croix, so transfer to that court is needed to oversee this sale (or

division of those properties).

. The second corporation, Sixteen Plus, lnc., owns several adjacent parcels that

together make one very large waterfront property on St. Croix, totaling just over

325 acres, and two very small parcels on St. Thomas of .62 and .57 respectfully,

that are adjacent unimproved lots in Frenchman's Bay. ln the event a dissolution

'is deemed appropriate, which is disputed, the parties could just each pick one of

the two parcels on St. Thomas (Yusuf can have first pick), but the large tract on

St. Croix would require the court to oversee a partition of it, which can be done,

so the parties can each pick one-half of it (again, Yusuf can have first pick).

. The parties are already involved in two other lawsuits on St. Croix seeking to

divide up two other jointly owned businesses. See, Hamed v. Yusuf et al., STX-

2102-cv-370 (Brady, J.)(involving the dissolution of the three Plaza Extra stores);

Yusuf v. Hamed et. al, STX-13-cv-120 (Willocks, J.)(lnvolving Plessen

Enterprises, lnc.)(motion pending to consolidate with case before Judge Brady).

Thus, for the reasons noted above, it is respectfully submitted that this Court transfer

this case to the Division of St. Croix for further adjudication in that court.

Motion To TransferPage 3

Dated: September 15, 2015J . (Bar # 6)

for PlaintiffOffices of Joel H. Holt

2132 Company Street,Christiansted, Vl 00820Email: holtvi@aol.comTele: (340) 773-8709Fax: (340) 773-8677

Garl J. Hartmann lll, Esq.Co-Cou n sel for Pl ai ntiff5000 Estate Coakley Bay,Unit L-6Christiansted, Vl 00820Email : carl@carlhartmann.comTele: (340) 719-8941

CERTIFICATE OF SERVICE

I hereby certify that on September 15, 2014 a true and accurate copy of theforegoing was served by email, as agreed by the pafties, on:

Gregory HodgesStefan B. HerpelDudley, Topper and Feuerzeig1000 Frederiksberg Gade - Box 756St. Thomas, Vl 00804

Nizar A. DeWoodThe Dewood Law FirmEastern Suburb, Suite 101Christi sted, Vl 00820

IN THE SUPERIOR COURT OF THE VIRGIN ISLANDSDIVISION OF ST. THOMAS AND ST. JOHN

FATHI YUSUF,Case No.:201S-ST-CV-

Plaintiff,v ACTION FOR DISSOLUTION

AND OTHER RELIEFPETER'S FARM INVESTMENTCORPORATION, SIXTEEN PLUSCORPORATION, MOHAMMAD A.HAMED, WALEED M. HAMED,WAHEED M. HAMED, MUFEED M.HAMED, AND HISHAM HAMED,

JURY TRIAL DEMANDED

Defendants,

DECLARATION OF WALEED M. HAMED

l, WALLED M. HAMED, declare, pursuant to 28 U.S.C. Section 1746, as follows:

1. I am one of the named defendants in this case and am personally familiar with

the facts set forth herein.

2. The Plaintiff, Fathi Yusuf, resides on St. Croix.

3. Both named corporate defendants have their offices, with their corporate records,

on St. Croix, as noted in their respective articles of incorporation. See Exhibits A

and B.

4. Four of the five named individual Defendants, who are all family members of

mine, reside on St. Croix.

5. One Defendant, Mohammed Hamed, is my father. He owns 50% Peter's Farm

and 10% of Sixteen Plus, lnc. and is on the Board of both companies. He is in ill

health and because he resides on St. Croix, travel to St. Thomas to attend court

would be extremely difficult for him.

PaÉõ

E)(tlIBIT

Declaration of Waleed HamedPage2

6. One corporation, Peter's Farm, owns three large tracts of land on St. Croix,

totaling 430 acres, and one tract on St. Thomas of 139.8 acres (which has been

listed for sale). Attached as Exhibit C are Google maps showing the location of

these four properties. Thus, the bulk of the assets that require dissolution or

partition are on St. Croix.

7. The second corporation, Sixteen Plus, Inc., owns several adjacent parcels that

together make one very large waterfront property on St. Croix, totaling just over

325 acres, and two very small parcels on St. Thomas of .62 and .57 respectfully,

that are adjacent unimproved lots in Frenchman's Bay. Attached as Exhibit D

are Google maps showing the location of these four properties.

8. ln the event a dissolution is deemed appropriate, which is disputed, the Yusuf

shareholders and the Hamed shareholders, who each own 50% of the

corporation, could just each pick one of the two parcels on St. Thomas (Yusuf

can have first pick).

9. However, the St. Croix waterfront property would require a court to oversee a

partition of the multiple parcels that make up this once large tract, which can be

done so that there are two equal size parcels, each of which would have an

equal waterfront. The parties could then each pick one-half (again, Yusuf can

have first pick).

10.The parties are already involved in two other lawsuits on St. Croix seeking to

divide up two other jointly owned businesses. See, Hamed v. Yusuf et al., STX-

2102-cv-370 (Brady, J.)(involving the dissolution of the three Plaza Extra stores);

Declaration of Waleed HamedPage 3

Yusuf v. Hamed et. al, STX-13-cv-120 (Willocks, J.)(lnvolving Plessen

Enterprises, Inc.)(motion pending to consolidate with case before Judge Brady).

I declare under penalty of perjury that the foregoing is true and correct

Dated: September 14, 2015Waleed M. H

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ARTICLES OF INCORPORATION

OF

PETER'S FARM INVESIiil{ENT CORPORATION

ags, for the purpose of forming a corporationIslands Code do heneby make, sign and

corporation.

EI&l[: The name of the corporation (the "Corporation") is

feter i Far* Investment Corporation

SECOND: The purposes for which the Corporation is formed are:

(a) ûo acquire, develop, hold for inüestment, lease, sell and othe$'ise deal withproperty, both real and personal

ô) 1o carry on the busineos described above and any other relatêd or unrelatedbusiness and activity in tJre Territory of the Virgu Islands, in any gtate, territory, district,or dependency of the Uniùsd States, or in any foreign country.

(c) In and incidental to andfor the accomplÍs ù and to do any or allthínge herei¡r set do, either alone or inconjunctíon with , agencies orcorporations.

(d) To do anything permitted in Secrions 31 and 32 of tÀe Title XIII of tùe VirginIslands Code, ag amended from time üo time.'

The foregoing clausee ehall be construed as ggneral objects, purpos€s and powere,and ehall not be held to lirnit or restrict in a¡y manner the powers of tbe corporationpermittetl by law.

fiIIRÞ: The total authorized capital stock of the Corporation is one thousand(1,000) eharea without par value.

EOURTFI:. Tbe minimum amount of capital with which the Corporation shallcommence busi¡ees is One Thousand Dollare ($1,000.00).

FIFTH: The principal ofrce of the Cor?oration in the Virgin Ialandt ia 5 KingStreet Cbrietianst€d, St. Croix, VI 00820. The name and poeü offi,ce address of tbe reeidentagent of the Cor?oration in this Territory is Fathi Yusuf, PO Box 768, Christiangtcd, St.Croix, VI 00821, 92C Pnnenss Hill, Christianstod, St. Croix, V.I. 00820.

SIXIH: The existence of the Corporation shall be perpetual.

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StrVEI.ITH: The number of dinøor¡ of tbe Corporation shaü be as æt fort'h in theBy-Lawe of the Corporation but will nswr be lssa than thrce.

EI.GHTH: No Sùoskholdôr o prefercntial orpreemptive right to acquire addi¿iond n except to theertent that, and on such tonms as, th€ Board of Dircctors flom time to tine nay detennine.

NIIEH: To the full extent permittpd under the Virgin Isla¡ds Codo, as in efiecton the date hercof, or as hersafter from time to timo a¡nended, no di¡ector or offoer ghallbeliable ûo tlre CorBoratiou or to its etockholdsrg for money danagss br any brtach of anyduty owed by sucb di¡estor or ofücer to the Corporation or a¡y of iæ stodßholdsr¡. Neitherthe amendnent or rcpeal of this Article NINIH, nor the adoptíon of any provision of theæA¡üicles of IncorBoration inconsisûent with thie Article NINIH, shall eliminate or pdr¡cethe pmûection afrodedby this Article NINTH to a direcûor or oficer or fonner di¡ector orol[cer of the Corporation with rcepect to any matter which oocurrrd, or any causô of actionguit or claim which but for this Article NIÀ¡TH would have accnred or aris€n, priot to suchamendment, rspeal or adoption.

TENIH: The names and add¡esses of the incorporators are as follows:

Yueefl. Jaberl22E The Est¿to lvhimFrederikgtod, St. Crtix, USVI

Fathi Yr¡suf*?lc ?Êixçr Uu g.1 ,so. qmr usu ¿. /Mobamad Hamed# êl+, CM..n'¡¡ é;+ôQr.lN ç-=sffien.( ..lJ^

IN \ryITNESS WHEBEOF, \f,Ie have bereunto eet our hands and sealg this 7 "dayof rì,t"Ä<¿¡-t# . 199õ.

Yræuf

Mohanad Hamed

HAMD596077

TERRITORY OF THE VIRGIN ISI"A}TDSDIVTSION OF ST.CROIX

on this #È{l?t ¡fl rsso, beforc me personally appeared Yusef I. Jaben FattriYusuf, and Mohamad Hamed who acknowledged the foregoing Articles of Incorporation ùo

be their act and deed.

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h.CET\Jþ'T} SDCTEEN PLUS CORPORATION

We, the undersigned, all being of lawful age, for the purpose of fonning a corporationpursuant to Title )flII of the Virgin Islards Code do hereby make, sign and acknowledge thefollowing as its Articles of Incorporation.

FIRST: The name of the corporation (the ,Corporation") is

SDrIEEN PLUS CORPORATION

SECOND: The purpose for which the Corporation is fonned are:

(a) to acquire, develop, hold for invesünent, lease, sell, finance, and otherwiìe ¿eafwith property, both real and personal, including, without limitation, promissory notes andstocks;

(b) to carry on the business described above and any other related or un¡elatedbusiness and activity in the Territory of the Virgin Islands, in any state, territory, district, ordependency of the United States, or in any foreign country;

(c) in general to do all, and everything necessary, proper and incidental to and forthe accomplishment and atainment for the purposes enumeraied, and to do any or all thingsherein set forth to the same extent as natural persoru¡ might do, either alone or in conjunctiõnwith any other persons, fims, associations, tn¡st estate, agencies or corporatio¡ls;

(d) to do anything permitæd in Sections 31 and 32 of the Title )fltr of the VirginIslands Code, as amended from time to time;

Thc foregoing clauses shall be construed as general objects, purposes and powers, andshall not be held to limit or restrict in any rnanner the powers of ttre corporation perrritted bylaw.

THIRD: The total authorized capital stock of the Corporation is One Thousand SixHundred (1600) sha¡es without par value.

FTOURTH: The urinimum amount of capiøl with which.the Corporation shallcommence business is One Thousand Six Hundred ($1,600.00),

FIFIII: The principal office of the Corporation in the Virgin Islands is 4C & DSion Farm, Christiansted, St. Croix, V.[. 00820. The name and posi ofiFrce address of theresident agent of the Corporation in this Territory is Waleed M. Hamed, 6-H Carlton's Garden,

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Frederiksted, St. Croix, U.S. Virgin Islands 00840. The address for the Corporation is, SixteenPlus Corporation, 4C & D Sion Farur, Ch¡istiansted, St. Croix, U S Virgin Islands 00820.

SIXTII: The existence of the Corporation shall be perpetual

SEVENTH: The number of directors of the Corporation shall be as set forth in the By-I¿ws of the Corporation but will never be less than three.

EIGHT: No Stockholder of the Corporation shall have any preferential orpreemptive right to acquire additional shares of stock of the Corporation except to the extentthat, and on such terms as, the Board of Directors from time to time may determine.

NIIYTH: To the full extent permitted under the Virgin Islands Code, as in effect onthe date hereof, or as hereafter from time to time amended, no director or officer shall be liableto the Corporatióä"öï tõ-its stockholders for money dãmãges foi any breaõñ'bÏ'ãñfldwy owedby such director or officer to the Corporation or any of its stockholders. Neither the amendmentor repeal of this Article NINTH, nor the adoption of any provision of these Articles ofInc'orporation inconsistent with the Article MNTII, shall eliminate or reduce the protectionafforded by this Article NINTH to a director or officer or former director or officer of theCorporation with respect to any matter which occurred, or any cause of action, suit or claimwhich but for this Article NINTH would have accrued or arisen, prior to such amendment,repeal or adoption.

TENTII: The names and addresses of the incorporators are'as follows:

Maher F. Yusuf4C &. D I¿ Grande PrincessChristiansted, St. CroixU.S. Virgin Islands 00820

Waheed M. HamedC/O Plaza ExtraP.O. Box 503358St. Thomas, U.S. Virgin Islands 00805

Waleed M. Hamed6-H Carlton's Ga¡denFrederiksæd, St. Croix, US Virgin Islands 00840

IN WITNESS WHEREOF, We have hereunto set our hands and seals thisFebnrary, 1997.

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TERRITORY OF THE VIRGIN ISI-ANDS ))ss:

DISTRICT OF ST. çROIX )/'hOn this (Q a^V of February , lgg7 , before me the undersigned notary public, personally

appeared pfafrer tr.. Yusuf, knowtr io me (or satisfactorily proven) to be the peisons whose nameis subscribed to the within instnrment and acknowledged that he executed the same for thepurposes therein contained.

IN WITNESS WHEREOF I my hand and

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IERRITORY OF TIIE VIRGIN ISI-ANDS ))ss:

DISTRTCT OF ST. CROD( )

-AOn this l' day of Febnrary,1997, before me the undersigned notary public, personallyappeared Vl¡alee-il lVl. Hamed, loown to me (or satisfactorily proven) to bè tã" p"rrons whosename is zubscribed to the within instn¡ment and acknowledged that he executed the same for thepurposes therein contained,

I hereunto official

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On this t*of February ,lgg7,before me the undersigned notary public, personallyappeared Vl¡aheed M. Hamed, known to me (or satisfactorily proven) to be the persons whosename is subscribed to the within instrument and acknowledged that he executed the same for thepurposes therein contained.

IN WTTNESS WHEREOF I hand and seal.

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