Avery

FACTS AND PROCEDURAL HISTORY

Appellant, acting through West Wind Works, LLC (3W) a limited liability company of which he was the sole member, and respondent entered into a Development Services Agreement (DSA) to develop a wind energy project on Oahu, Hawaii. Pursuant to the DSA and related agreements, appellant had a 5 percent interest in Champlin Hawaii, an entity formed to jointly develop wind energy projects on Oahu. These agreements provided that all distributions from Champlin Hawaii would be made to respondent until respondent received a 15 percent internal rate of return on its invested capital. Then, appellant’s limited liability company, 3W, would participate in distributions. Appellant was paid a monthly services fee, starting at $2,000 per month, with a cap of $250,000. About two years after these agreements were made, appellant assigned his 5 percent interest in Champlin Hawaii to respondent. As a consequence of that assignment, appellant and 3W no longer held an ownership interest in Champlin Hawaii. The parties also amended the DSA. The amendment provided for an initial payment to appellant of $10,000, once certain permits were issued for the project. Appellant was…