Defendant’s Motion for Partial Summary Judgment

Boulle v. Boulle

Description:  This case was a breach of contract case arising out of the discovery of the world’s largest nickel deposit by Defendant Jeann Boule.  Defendant moved for partial summary judgment on the plaintiff’s claims relating to certain geological data to which the plaintiff claimed he was entitled pursuant to an agreement to share profits from certain designated exploration projects.  The court granted the motion.  The remainder of the case was tried to a defense verdict after a two-week jury trial. This brief was filed by Heygood, Orr & Pearson on behalf of their client.

No. DV98-01435
MARIE JOSEPH FRANCO BOULLE
and LESA SCHMIDT,
Plaintiffs,v.JEAN-RAYMOND BOULLE,
Defendant.
IN THE DISTRICT COURT
116TH JUDICIAL DISTRICT
DALLAS COUNTY, TEXAS

DEFENDANT’S MOTION FOR PARTIAL SUMMARY JUDGMENT

 

TO THE HONORABLE JUDGE OF SAID COURT:

JEAN-RAYMOND BOULLE respectfully files this Motion for Partial Summary Judgment and would show the Court the following:

FACTS

I.         Jean and Franco Boulle become involved in the Sunshine litigation.

Franco Boulle and Jean Boulle are brothers.  From the 1980s through December 31, 1990, they participated in some businesses as partners, shareholders or joint ventures. Affidavit of Jean Boulle attached hereto as Exhibit 1 at par. 2.  They often referred to their loose, informal relationship as the “Boulle Partnership” or the “Boulle Group.”  Franco and Jean also had separate business activities.  Id.; October 21, 1994 Deposition of Franco Boulle attached hereto as Exhibit 2 at p. 212.  One venture they pursued concerned a diamond-mining prospect commonly referred to as the “Koidu Project,” located in Sierra Leone, Africa, which the Boulle brothers pursued with Sunshine Mining Company (“Sunshine”).  Exhibit 1 at par. 2.  A dispute arose between the Boulles and Sunshine which resulted in litigation, specifically Cause No. 90-3012-D, styled Sunshine Mining Company v. The Boulle Group, et al., in which Sunshine sued Jean Boulle, Franco Boulle and “The Boulle Group.”  Exhibit 1 at par. 2.

II.        Jean and Franco Boulle dissolve their partnership in 1991.

On January 1, 1991, Jean Boulle and Franco Boulle dissolved all their partnerships and other business ties with one another and distributed all partnership and other business assets. Exhibit 1A; Exhibit 2 at pp. 137-38, 174, 178; March 15, 1995 Deposition of Franco Boulle attached hereto as Exhibit 3 at pp. 557-62, 576-78; Franco Boulles’ First Amended Answer in Nacol, Wortham lawsuit attached hereto as Exhibit 4 at par. II.B.  On April 3, 1992, after Judgment was entered in their favor in the Sunshine case, but before settlement, the Boulles met and allocated all partnership and other business debt.  Exhibit lB; Exhibit 1C; Exhibit 3 at pp. 418-20.  On April 10, 1992, the Boulles wound up their partnership by documenting the debt allocation, indemnifying one another and settling third-party claims. Exhibit 1B; Exhibit 1C.

III.      The Sunshine litigation settles and Sunshine assigns its interest in ADDC.

On April 6, 1992, Sunshine settled with the Boulles. Exhibit 1 at par. 5.  As part of the settlement, Sunshine assigned its position in a joint venture called Arkansas Diamond Development Company (“ADDC”) to the Boulles.  Exhibit 1D.  ADDC had been comprised of Exdiam, Sunshine and the Rhombus/Stevens Group, each of which held a 1/3 interest in the joint venture.  Exhibit 1 at par. 5.  ADDC’s sole “asset” was the right to bid on the potential commercial mining of the Crater of Diamonds State Park in Arkansas.  Id.

IV.       Jean and Franco Boulle enter into the June 22, 1992 Agreement which is the subject of this lawsuit.

 

On June 22, 1992, Jean Boulle and Franco Boulle entered into an agreement in which Franco conveyed to Jean whatever interests had been distributed to Franco Boulle when the brothers separated in January 1, 1991 (the “Agreement”).   The Agreement listed several projects and/or entities in which Franco “may have” an interest and required Franco to convey such interest, if any, to Jean.  Specifically, the Agreement stated that:

Franco Boulle transfers any and all interests he may have in the following entities and projects . . . . :

A.        All Boulle Partnership projects;

B.        Sunshine Diamond Mining Co.;

C.        Exdiam Corp. and its affiliates;

D.        American Rough Diamonds, Inc.;

E.         Diamond Explorations Consultants, Inc.;

F.         Arkansas Diamond Development Co., j.v.;

G.        Minnesota Diamond Lease;

H.        Maine Tourmaline Property Exploration Agreement;

I.          Boulle Bros. Mining Co., Ltd., Sierra Leone, and the mining leases in Nomo Chiefdom and Sengbe Chiefdom and all rights related to such chiefdoms;

J.          Octagon S.A. and its affiliates;

K.        Santa Ignacio Diamond Placer Mine, Coromandel, Brazil;

L.         St. Clair Winery, New Mexico;

M.        UFB Investments;

N.        Any other entity owned jointly with Jean Boulle.

Agreement attached hereto as Exhibit 5 at p. 1 (emphasis added).  Paragraph 5 of the Agreement, the contract sued under, granted Franco a 5% interest in any “net revenue” generated by the specific “projects” in which he had conveyed an interest to Jean:

Jean Boulle will assign to Franco Boulle a five percent (5%) interest in the net revenues received by Jean Boulle from the projects in which Franco Boulle transfers his interest to Jean Boulle under this agreement, with a maximum of $5,000,000 to be paid pursuant to this provision.

Exhibit 5 at par. 5.    Under the plain language of Paragraph 5 of the Agreement, Jean is only obligated to pay a five percent interest to Franco if:

a.         A “project” in which Franco had an interest;

b.         generates “net revenue;”

c.         that is “received by” Jean.

This entire lawsuit is based on Paragraph 5 of the Agreement.

V.        In 1993, certain assets in which Franco claims to have had an interest are “vended in” to Rutherford Ventures, which later changes its name to Diamond Fields Resources (“DFR”).

 

Among the interests Franco conveyed to Jean under the Agreement were Franco’s participation rights in the Arkansas diamond mining venture known as ADDC.[1] Exhibit 5 at p. 1, item F.  In 1993, Jean Boulle transferred eighty-five percent (85%) of his participation rights in ADDC to Diamond Mining Company of America (“DMCA”).  Exhibit 1 at par. 8.  Maria Investments Limited (“MIL”) thereafter acquired DMCA and subsequently transferred all of its shares of DMCA to Rutherford Ventures Corp. (“Rutherford”) for two hundred thousand (200,000) shares of Rutherford stock in what is commonly referred to as a “vend in” transaction.  Exhibit 1 at par. 8; Exhibit 1H.  DMCA’s sole asset was eighty-five percent (85%) of the approximately thirty-three percent (33%) participation right in ADDC that Jean Boulle had transferred to it.  Id. In an audited report by Deloitte & Touch, MIL’s sale to Rutherford had a deemed value of thirty thousand Canadian dollars ($30,000.00 CDN).  Exhibit 1I.  The Arkansas and Minnesota diamond leases Franco alleges he had an interest in were also vended into Rutherford.  Rutherford later changed its name to Diamond Fields Resources (“DFR”).

Franco’s allegations regarding the projects or entities “vended in” to DFR in which he alleges he had an interest he previously conveyed to Jean under the Agreement can be depicted as follows:

ADDC →  DMCA  →  MIL  →  Rutherford/DFR

Arkansas diamond Leases  →   →  Rutherford/DFR

Minnesota diamond Lease  →   →  Rutherford/DFR

VI.       In 1993, DFR acquires an option agreement in Labrador and discovers one of the world’s largest deposits of nickel, causing its value to skyrocket.

 

DFR (f/k/a Rutherford Ventures) also acquired other unrelated companies, leases and options during 1993, well after the June 12, 1992 Agreement in which the Boulles confirmed their complete separation as business partners or joint venturers.  Exhibit 1I.  One of those transactions was an option agreement with a Canadian Company called Archean Resources Ltd. which held certain mining leases in Labrador.  Exhibit 1 at par. 10.  DFR acquired the option to obtain those leases from Archean in exchange for payment of three hundred seventy-two thousand dollars US ($372,000.00 US) and shares of DFR stock.  Id. Ultimately the option was exercised.

After acquiring the option from Arhcean, DFR began looking for diamonds in the area of Labrador covered by the leases.  While searching for diamonds, DFR discovered one of the world’s richest nickel deposits at Voisey’s Bay in late 1994.  Id. DFR’s stock, which was publicly traded, shot up in value.  Id.

VII.     In 1996, DFR sells its Voisey’s Bay nickel assets to INCO for $3.7 billion; DFR’s diamond assets are spun off separately to DFI and returned to DFR’s shareholders.

 

In 1996 DFR’s Voisey’s Bay nickel assets (but not DFR’s diamond assets) were spun off to International Nickel Company (“INCO”) in a transaction valued at approximately $3.7 billion.  Exhibit 1 at par. 10.  DFR’s diamond assets were spun off separately to Diamond Fields International (“DFI”) and the stock of newly-created DFI was distributed to DFR’s shareholders on a pro rata basis.  Exhibit 6 at pp. 8, 12, 37, 50.

At the time of the INCO transaction, DFR’s diamond assets were separately valued at only $15 million.   Exhibit 6 at pp. 27, 50.  Of these diamond assets, ADDC’s right to bid to mine the Crater of Diamonds State Park, the separate Arkansas leases and the Minnesota lease – the specific assets Franco has alleged he transferred to Jean under the Agreement sued upon – were valued at less than $250,000.   Exhibit 6 at p. H-67; Exhibit 1 at pars. 11, 12; Exhibit 7 at p. 32; Exhibit 8 at p. 4.  These assets were subsequently written off after a determination was made that no commercial mining was feasible on any of the properties.  Id. None of these properties ever generated any “net revenue” as that term is used in Paragraph 5 of the Agreement.

VIII.    Franco claims an entitlement to a share of the proceeds of the Voisey’s Bay nickel discovery.

 

Franco Boulle’s damages “expert,” Lawrence Ranallo, has opined that Jean Boulle received more than $252 million of “net revenue” from the projects in which Franco conveyed his interests to Jean under the Agreement.  Exhibit 9 at p. 12.  He further opines that, in the event Franco prevails on his fraud claim, he is entitled to one-half of $393 million, or more than $196 million.  Id.[2] Ranallo can only conjure up these staggering damage figures by assuming that Franco has some right to the proceeds Jean received from the multi-billion dollar sale of DFR’s nickel assets to INCO in 1996.  Exhibit 9 at p. 11, par. 23(d).  This assumption totally ignores the uncontroverted facts that:

a.         None of the entities or projects listed in the Agreement as items A through N were part of the DFR/INCO $3.7 billion transaction;

b          The DFR nickel asset INCO purchased for $3.7 billion was not connected in any way to the projects listed in the Agreement;

c.         The diamond assets that were part of DFR – which Franco alleges included certain projects listed in the Agreement, including ADDC – were spun off separately to DFI and returned to DFR’s shareholders at the time of the INCO transaction; and

d.         The diamond assets Franco alleges were covered by the Agreement – ADDC, the Arkansas leases and the Minnesota lease – were ultimately written off as having no value and never generated any “net revenue” as that term is used in Paragraph 5 of the Agreement.

For these reasons, set out more fully below, Jean Boulle is entitled to partial summary judgment that Franco Boulle is entitled to no percentage of the proceeds Jean received from the $3.7 billion transaction in which INCO purchased DFR’s Voisey’s Bay nickel assets.

ARGUMENT AND AUTHORITIES

I.         Plaintiffs have no evidence that any of the projects identified in the Agreement generated any net revenue as a result of the sale of DFR’s nickel assets to INCO in 1996.

 

As set forth above, the Agreement listed several projects and/or entities in which Franco “may have” an interest and required Franco to convey such interest, if any, to Jean:

Jean Boulle will assign to Franco Boulle a five percent (5%) interest in the net revenues received by Jean Boulle from the projects in which Franco Boulle transfers his interest to Jean Boulle under this agreement, with a maximum of $5,000,000 to be paid pursuant to this provision.

Exhibit 5 at par. 5 (emphasis added).  Under the plain language of the Agreement, only projects in which Franco had an interest and conveyed an interest were subject to Paragraph 5.

In his live pleading, Franco alleges a whole host of entities or projects in which he allegedly had an interest that he conveyed to Jean under the Agreement.  Franco, however, can come forward with no evidence that on June 12, 1992, the date of the Agreement, or any date thereafter, Franco had an interest in any entity or project that generated “net revenue” as a result of the Voisey’s Bay nickel discovery or the subsequent sale of DFR’s nickel assets to INCO.  As such, under Rule 166a(i) of the Texas Rules of Civil Procedure, Jean Boulle is entitled to partial summary judgment that Franco Boulle is entitled to no percentage of the proceeds Jean received from the $3.7 billion INCO transaction.

II.        Any claim to ownership of the geological data that Franco asserts led to the Voisey’s Bay nickel discovery has been resolved in a prior settlement.

 

A.        Franco admits that he and Jean never conducted any activity in Labrador.

 

In his deposition, Franco admitted that Voisey’s Bay was not a “Boulle partnership asset.”  Exhibit 11 at p. 205.  He further agreed that while Franco and Jean were partners, they engaged in no activities in Labrador, had no ownership interest in any property in Labrador, had no ownership interest in Voisey’s Bay, had no leases in Voisey’s Bay, never conducted a formal geological study in Voisey’s Bay and never did any prospecting in Canada:

8   Q.   Okay.  Well, I notice that you didn’t say anything

9   about Canada.  No one went up to Canada, right?

10  A.   We didn’t prospect Canada.

* * * * *

6       I want you to identify me – for me all activity

7       you or the Boulle Partnership engaged in in Labrador.  While

8       you were partners with Jean Boulle identify for me all

9       activities you engaged in in Labrador.

10   A.  None.

11   Q.  None?

12   A.  No.

13   Q.  Okay.  Is it safe – can we – can we agree that for

14   all intent purposes the Boulle Partnership had no interest in

15   Labrador?

16   A.  No ownership interest?

17   Q.  No interest at all.  No ownership interest.  Can we

18   agree no ownership interest?

19   A.  No ownership interest, no

* * * * *

11        Q. . . . .You — you — you agree then that Voisey’s Bay, you had no

12  mineral ownership interest in Voisey’s Bay?

13       A.   I agree.

14       Q.   You had no leases in Voisey’s Bay?

15       A.   I agree.

16       Q.   You never conducted a formal geological study of

17  Voisey’s Bay?

18       A.   I agree.

Exhibit 11 at pp. 160, 199, 208.  Franco’s own testimony establishes that the Boulle Partnership never had any interests or projects in Labrador.

B.        Franco contends that the work product that led to Voisey’s Bay was owned by Exdiam.

 

Franco identified the source of the geological data that he contends led to Voissey’s Bay as a map prepared by Rod Baker.  Exhibit 11 at p. 187.  In his live pleading, he states:

One of the Boulle Partnership projects utilized by Diamond Fields was based on the work done by Rod Baker and John Swanson, who were associates of the Boulles.  Baker and Swanson’s project was to develop a company to explore and develop for diamonds in North America, which project subsequently became Exdiam Corp. One of the prospects specifically identified by Baker in the formative stages of this project was near Voissey Bay in Labrador in northeastern Canada.  In 1994, Diamond Fields’ prospectors, while searching for diamonds, discovered an incredibly rich nickel deposit at Voissey Bay.  This caused the price of Diamond Fields stock to skyrocket.

Exhibit 10 at par. 21 (emphasis added).  In his deposition, he further articulated his allegation that the work performed by Baker was done specifically for Exdiam:

3       Q.   Whatever you alleged in your petition.  You tell me

4  the time period.  Paragraph 21.  “One of the Boulle Partnership

5  projects utilized by Diamond Fields was based on work done by

6  Rod Baker and John Swanson who were associates of the Boulles.

7  Baker and Swanson’s project was to develop a company to explore

8  and develop for diamonds in North America.”

9       A.   And what’s the question?

10      Q.   “Which project subsequently became Exdiam.”  When was

11  the work that you were referring to in Section 21 of your

12  petition done?

13       A.   That was done for Condine, I think.  I mean, it’s —

14  it was done prior to our time.  Baker was involved in the

15  project with Swanson prior to coming to us so they brought work

16  products with them.  So Baker was — I don’t know the work he

17  did for Condine with Jean prior to us.  They just came with

18  their work products and we took over from there.

19       Q.   And who — and then that was ultimately placed in

20  Exdiam?

21       A.   Well, the — yeah, the Minnesota leases were put in

22  Exdiam, yes.

23       Q.   Well, I’m not — I’m not concerned about the

24  Minnesota leases.  What I want to know is this allegation about

25  the Voisey’s Bay prospect work that Baker did that we talked

1  about earlier?

2       A.   Well, you know, in all fairness I believe that that

3 work product belonged to Exdiam.  That’s what I believe, yeah.

Exhibit 11 at pp. 248-49.

So, according to Franco Boulle, it was the geological work previously performed by Rod Baker that led Jean Boulle to Voisey’s Bay and the fortuitous discovery of nickel.[3] Moreover, according to Franco, Baker was working for Exdiam when he performed his work.  Finally, according to Franco, the work product that led to Voisey’s Bay was property of Exdiam.

C.        Franco admits that Exdiam was never vended into DFR.

Franco’s general theory in this case is that certain entities or projects listed in the Agreement were vended into Rutherford Ventures (which subsequently was renamed Diamond Fields Resources (“DFR”)) by Jean Boulle and subsequently used by DFR to raise capital:

19.       On February 18, 1993, Jean and Friedland signed a Vend-in Agreement with Rutherford Ventures (which was at that time controlled by them).  As a result of causing three Boulle Partnership projects into the corporation along with some initial start up funds, Boulle received a total of 3,430, 173 shares and warrants.  The properties vended in were the common stock of Diamond Mining Company of America, which held the Boulle Group’s interest in ADDC, the Minnesota Leases, and three leases in the state of Arkansas.

Exhibit 10 at par. 19.   Franco’s theory seems to be that he is entitled to 5% of the proceeds Jean received from the INCO transaction because INCO “purchased” DFR and all of its assets.  But this argument ignores the fact that all of the diamond assets previously vended into DFR were spun off separately to DFI and returned to DFR’s shareholders; they were not part of the assets for which INCO paid DFR $3.7 billion.

More importantly, Franco’s argument ignores the fact that Exdiam — which he claims owned the Baker geological data that supposedly led to Voisey’s Bay —  was never vended into Rutherford/DFR:

23        Q.  It’s a very simple question.  Before we

24  took the break, you identified Exdiam as having

25  gone into Diamond Fields.  Remember that?

1          A.  Yes, sir.

2          Q.  Okay,  Now, do you wish to retract that

3  statement?

4.         A.  I wish to retract that statement.

* * * * *

21        A.  I recall that Exdiam didn’t go into it

22  because there was a lawsuit.  So I recall that

23  Exdiam didn’t go into it.

Exhibit 12 at pp. 41-42.  Thus, Franco’s theory that the assets vended into DFR can somehow be traced to the nickel sale to INCO is untenable.  Exdiam, which, according to Franco, owned the Rod Baker geological data that led to Voisey’s Bay, was never vended into DFR.  For that reason, Exdiam was never sold to or merged into INCO as part of the 1996 transaction.  Franco is therefore not entitled to any portion of the proceeds received by Jean Boulle from the sale of DFR’s nickel assets to INCO.

D.        Exdiam previously asserted a claim to the Voisey’s Bay nickel discovery as the purported owner of the Rod Baker geological data, and that claim was resolved by settlement.

 

In the case of International Resource Ventures, Inc., et. al. v. Jean Boulle, Cause No. 96-00854, in the 101st Judicial District Court of Dallas County, Texas, several shareholders of Exdiam sued Jean Boulle and DFR claiming that the Voisey’s Bay discovery was a corporate opportunity of Exdiam that Jean Boulle misappropriated for his own benefit.  The suit was filed immediately prior to the DFR-INCO $3.7 billion transaction and was viewed by Jean Boulle as a “greenmail” suit designed to hold up the transaction.  The lawsuit was brought by individuals and entities who were shareholders of Exdiam and purported to be a derivative action on behalf of Exdiam.  Second Amended Petition attached hereto as Exhibit 13 at pars. 1-4.  In the lawsuit, the plaintiffs alleged that:

The confidential information that Boulle transferred to Diamond Fields included diamond prospects in Labrador, which information was developed when Roderick Baker was working as a geological consultant for Anaconda and later for Exdiam.  In 1993, while pursuing these diamond prospects in Labrador, Diamond Field’s prospectors inadvertently discovered one of the world’s largest nickel deposits.  The discovery was publicized in early 1995, and almost overnight the asset value of Diamond Fields skyrocketed and its common stock went from about $3 a share to over $100.  The stock split four-to-one, and finally came to a price of approximately $40 a share.  Inco Limited has now agreed to purchase all the outstanding shares of Diamond Fields for a price of $4.3 billion in stock and cash.  As a result, [Jean] Boulle . . . will receive hundreds of millions of dollars in cash and Inco Limited stock.

Exhibit 13 at par. 28.

Although Jean Boulle believed the lawsuit to be frivolous, it was potentially standing in the way of the multi-billion dollar INCO transaction.  As a result, a decision was made to settle the lawsuit for $25 million.  A Compromise Settlement Agreement was signed and the lawsuit was dismissed.  Exhibit 14.  The court ultimately approved the settlement agreement.  Exhibit 15.  Thus, any potential liability Jean Boulle might have to Exdiam as a result of his alleged use of the Baker geological data has been fully and finally resolved and are barred by res judicata, release and waiver.

In his deposition, Franco Boulle voiced his agreement with the idea that Jean Boulle’s alleged use of the Rod Baker data to explore for diamonds in Labrador would make Jean liable not to him, but to Exdiam, the purported owner of the Rod Baker data:

1       Q.   So if you went to Rod Baker and said, “You know, Rod,

12  I’m kind of interested in how — on potential diamond plays in

13  Canada.”  And Rod starts reviewing geological reports that are

14  available to public, magazine articles, newspapers and books.

15  Prepares a little report for you.

16       A.   For the company.

17       Q.   Makes some kind of an overview for you.  For Exdiam.

18  Better yet, for Exdiam.  Makes a report for you, hands it to

19  you.  And then — kind of like Exhibit No. 135 which has the

20  entire country of Canada in it, and then Jean Boulle goes over

21  10, 15 years later and does a base metal play somewhere and

22  makes money, does he owe you money?

23       A.   No.  He owes Exdiam money because the work was done

24 for ExdiamSo Exdiam is owed the money and through Exdiam my

25  partnership — through Exdiam I would get the money, but Exdiam

is the one which is owed definitely.

2       Q.   Well, if Exdiam —

3       A.   They paid for it.  They owned the data.  It’s their

data.

Exhibit 11 at pp.  275-76 (emphasis added).  Franco further agreed that, because Jean never received money from Exdiam as a result of the Exdiam lawsuit, Jean would not owe Franco anything relating to his alleged use of the Baker data to explore for diamonds in Labrador:

5       Q.   Stop.  Stop.  Exdiam doesn’t have this agreement with

6  you, does it?

7       A.   Sorry?

8       Q.   Exdiam doesn’t have this agreement with you, does it?

9       A.   Yeah, but the share we are own in Exdiam would be

10  where the profit would flow through.  That’s where he would

11  have to pay me.

12       Q.   Exdiam doesn’t distribute any money to Jean Boulle?

13       A.   Then he owes me nothing.

 

Exhibit 11 at p. 276 (emphasis added).  For this reason, Jean Boulle is entitled to judgment in his favor that Franco is not entitled to any proceeds of the INCO transaction.

CONCLUSION AND PRAYER

WHEREFORE, PREMISES CONSIDERED, Defendant Jean Boulle prays that his Motion for Partial Summary Judgment be granted and that he be awarded such other and further relief to which he may be justly entitled.

Respectfully submitted,
HEYGOOD, ORR & PEARSON
2331 W. Northwest Highway
Second Floor
Dallas, Texas 75220
(214) 237-9001 (Telephone)
(214) 237-9002 (Telecopier)


[1] Franco also asserts that he conveyed to Jean his interest in certain diamond mining leases in Arkansas and Minnesota.  Jean denies that Franco had any such interest in the leases which he could have transferred under the Agreement.  For purposes of this Motion only, however, Jean will accept Franco’s argument.

[2] These damage calculations completely ignore the fact that any payment by Jean to Franco under Paragraph 5 of the Agreement is capped at $5 million.  Exhibit 5 at par. 5 (“Jean Boulle will assign to Franco Boulle a five percent (5%) interest in the net revenues received by Jean Boulle from the projects in which Franco Boulle transfers his interest to Jean Boulle under this agreement, with a maximum of $5,000,000 to be paid pursuant to this provision.”).

[3] Jean vigorously denies that the Rod Baker report or map led to the nickel discovery in Voisey’s Bay.  Baker himself also denies any connection between his prior work and the nickel discovery.  But for purposes of this Motion only, Jean will accept this allegation as true.