The lawsuit alleges that Harcourt and Doherty repeatedlypromised to meet its funding requirements but never came through.The lawsuit claims the plaintiffs "never had any intention ofperforming" under the agreement and, as far back as June 2007,"conspired to, intended to, and, in fact, did exploit [Glen, Smith& Glen], obtaining value for the project through the Plaintiffsefforts, all with the eventually intended result of bankrupting orseriously damaging the Plaintiffs so that the Defendants couldassume control of the project for their sole benefit."

In its motion to dismiss, Harcourt Nevada claims the fundingrequirement was subject to conditions in the operating agreementthat were never met. Specifically, Harcourt says the operatingagreement specifies that it would be "solely responsible forproviding or arranging all of the financing for any and allprojects costs" provided that (1) "funding is available on areasonable terms in the reasonable opinion of [the members of theLLC]" and (2) "the terms and conditions of loans to the company andits subsidiaries shall be subject to the unanimous approval of themembers." Those conditions were never met, Harcourt claims.

In recounting the partnership in the court filing, Harcourt saysGlen, Smith & Glen approached the company in April 2006, askingfor assistance in acquiring the land for the project, which GSGsaid was valued at $40 million, according to Harcourt's motion. Thetwo parties' formed their separate LLCs and entered into theoperating agreement in August 2006.