Declaration — United States ex rel. James R. Berkley v. Ocean State, LLC (Dkt. 66, D.R.I.)
Summary
The declaration of Eric E. Renner, an attorney at Duffy & Sweeney, Ltd. for plaintiff-relator James R. Berkley, in support of the relator's motion for partial summary judgment, filed January 6, 2025 as Document 66 in C.A. No. 1:20-cv-00538-JJM-PAS in the U.S. District Court for the District of Rhode Island. It itemizes the exhibits annexed to the motion, many produced by the defendants in discovery and filed under seal. The listed exhibits include partnership agreements and organization charts for NHC Fund I and NHC Fund II, the PPP application forms of Ocean State, Fyzical Holdings and Blueprint, email chains such as an April 16, 2020 chain, and deposition pages of witnesses including John Roselli, Sarah Charette and Eric Thompson. It also lists April 4, 2020 SBA guidance and the SBA Franchise Directory. The certificate of service is signed /s/ by Renner.
Summary drafted by a model from the text of the original file linked on this page and checked by script against that text before publication. It is a navigation aid, not a reading of what the document proves. Where AI is used
Cite this document
“Declaration — United States ex rel. James R. Berkley v. Ocean State, LLC (Dkt. 66, D.R.I.).”
Original at archive.org. Archived at Pandemic Darlings, https://pandemicdarlings.com/source-documents/declaration-united-states-ex-rel-james-r-berkley-v-ocean-state-llc-dkt-4dd33bf3b6/
, SHA-256 87f3c016534e78e3fe08c9d2d699b1855cc2501851b565206bf2b0049c5a9aab.Full text
Case 1:20-cv-00538-JJM-PAS Document 66 Filed 01/06/25 Page 1 of 9 PageID #:
2438
UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF RHODE ISLAND
UNITED STATES OF AMERICA ex rel.
JAMES R. BERKLEY,
Plaintiff, C.A. No. 1:20-cv-00538-JJM-PAS
vs.
OCEAN STATE, LLC,
NEW HARBOR CAPITAL FUND LP, NEW
HARBOR CAPITAL FUND II LP,
NEW HARBOR CAPITAL MANAGEMENT
LP, BLUEPRINT TEST PREPARATION,
LLC, FYZICAL ACQUISITION
HOLDINGS, LLC,
Defendants.
DECLARATION ERIC E. RENNER IN SUPPORT OF
RELATOR’S MOTION FOR PARTIAL SUMMARY JUDGMENT
I, Eric E. Renner, do hereby declare the following under penalty of perjury:
1. I am an attorney at the law firm of Duffy & Sweeney, Ltd., attorneys of record for
plaintiff-relator, James R. Berkley (“Relator”). I am an attorney in good standing, admitted to
practice in the state courts of Rhode Island, among other places.
2. I submit this affidavit in support of Relator’s motion for partial summary judgment
(“Motion”).
3. I make this declaration based on my personal knowledge, including my review of
pertinent documents, and without intention, authorization, or effect of waiving or compromising
any privilege or immunity held by my clients. The documents referred to herein and in the other
papers submitted herewith, denoted “Ex. #”, are itemized herein and annexed hereto. In
accordance with LR Cv 56(b), only the relevant portions of documents are included in the exhibits.
Case 1:20-cv-00538-JJM-PAS Document 66 Filed 01/06/25 Page 2 of 9 PageID #:
2439
Markings have been inserted on some of the documents annexed hereto to indicate pertinent
material. Capitalized terms have the same meaning set forth in the Motion and in Relator’s
Statement of Undisputed Material Facts in Support of the Motion, unless otherwise defined herein.
Exhibits Attached
4. Attached hereto as Ex. 1 is a true and correct copy of the NHC Fund I Limited
Partnership Agreement produced by Defendants in discovery, filed under seal.
5. Attached hereto as Ex. 2 is a true and correct copy of the NHC Fund I organization
chart produced by Defendants in discovery, filed under seal.
6. Attached hereto as Ex. 3 is a true and correct copy of the NHC Fund II Limited
Partnership Agreement produced by Defendants in discovery, filed under seal.
7. Attached hereto as Ex. 4 is a true and correct copy of the NHC Fund II organization
chart produced by Defendants in discovery, filed under seal.
8. Attached hereto as Ex. 5 is a true and correct copy of an Ocean State Urgent Care
document produced by Defendants in discovery, filed under seal.
9. Attached hereto as Ex. 6 is a true and correct copy of a Securities Purchase
Agreement document produced by Defendants in discovery, filed under seal.
10. Attached hereto as Ex. 7 is a true and correct copy of a Professional Services
Agreement document produced by Defendants in discovery, filed under seal.
11. Attached hereto as Ex. 8 is a true and correct copy of excerpts of Ocean State’s
Supplemental Answers to Relator’s Interrogatories, filed under seal.
12. Attached hereto as Ex. 9 is a true and correct copy of excerpts of an Amended and
Restated LLC Agreement for Ocean State produced by Defendants in discovery, filed under seal.
2
Case 1:20-cv-00538-JJM-PAS Document 66 Filed 01/06/25 Page 3 of 9 PageID #:
2440
13. Attached hereto as Ex. 10 is a true and correct copy of excerpts of an Amended and
Restated LLC Agreement for Ocean State Buyer produced by Defendants in discovery, filed under
seal.
14. Attached hereto as Ex. 11 is a true and correct copy of excerpts of a Second
Amended and Restated LLC Agreement for Ocean State Holdings produced by Defendants in
discovery, filed under seal.
15. Attached hereto as Ex. 12 is a true and correct copy of Ocean State’s PPP
application form produced by Defendants in discovery, filed under seal.
16. Attached hereto as Ex. 13 is a true and correct copy of excerpts of the deposition of
Mark Morgan.
17. Attached hereto as Ex. 14 is a true and correct copy of excerpts of the deposition of
Edward Lhee.
18. Attached hereto as Ex. 15 is a true and correct copy of excerpts of the deposition of
Tom Formolo.
19. Attached hereto as Ex. 16 is a true and correct copy of excerpts of the deposition of
John Roselli.
20. Attached hereto as Ex. 17 is a true and correct copy of excerpts of a Private
Placement Memorandum for New Harbor Capital Fund III, LP produced by Defendants in
discovery, filed under seal.
21. Attached hereto as Ex. 18 is a true and correct copy of a New Harbor Capital Year
End Letter – 2019 produced by Defendants in discovery, filed under seal.
22. Attached hereto as Ex. 19 is a true and correct copy of a New Harbor Capital Year
End Letter – 2020 produced by Defendants in discovery, filed under seal.
3
Case 1:20-cv-00538-JJM-PAS Document 66 Filed 01/06/25 Page 4 of 9 PageID #:
2441
23. Attached hereto as Ex. 20 is a true and correct copy of an April 16, 2020 email
chain produced by Defendants in discovery, filed under seal.
24. Attached hereto as Ex. 21 is a true and correct copy of a Fyzical Holdings corporate
legal structure document produced by Defendants in discovery, filed under seal.
25. Attached hereto as Ex. 22 is a true and correct copy of a Professional Services
Agreement document produced by Defendants in discovery, filed under seal.
26. Attached hereto as Ex. 23 is a true and correct copy of a Project Fyzical document
produced by Defendants in discovery, filed under seal.
27. Attached hereto as Ex. 24 is a true and correct copy of a Fyzical Tax IDs document
produced by Defendants in discovery, filed under seal.
28. Attached hereto as Ex. 25 is a true and correct copy of Fyzical Holdings’ PPP
application form produced by Defendants in discovery, filed under seal.
29. Attached hereto as Ex. 26 is a true and correct copy of a May 14, 2020 email chain
produced by Defendants in discovery, filed under seal.
30. Attached hereto as Ex. 27 is a true and correct copy of excerpts of Fyzical Holdings’
Supplemental Answers to Relator’s Interrogatories, filed under seal.
31. Attached hereto as Ex. 28 is a true and correct copy of excerpts of a Second
Amended and Restated LLC Agreement for Fyzical Holdings produced by Defendants in
discovery, filed under seal.
32. Attached hereto as Ex. 29 is a true and correct copy of a March 27, 2020 email
chain produced by Defendants in discovery, filed under seal.
33. Attached hereto as Ex. 30 is a true and correct copy of a March 29, 2020 email
chain produced by Defendants in discovery, filed under seal.
4
Case 1:20-cv-00538-JJM-PAS Document 66 Filed 01/06/25 Page 5 of 9 PageID #:
2442
34. Attached hereto as Ex. 31 is a true and correct copy of a April 3, 2020 email chain
produced by Defendants in discovery, filed under seal.
35. Attached hereto as Ex. 32 is a true and correct copy of a April 10, 2020 email chain
produced by Defendants in discovery, filed under seal.
36. Attached hereto as Ex. 33 is a true and correct copy of the Declaration of Jason C.
Frulla submitted in this matter.
37. Attached hereto as Ex. 34 is a true and correct copy of an Ocean State Member
Consent document produced by Defendants in discovery, filed under seal.
38. Attached hereto as Ex. 35 is a true and correct copy of a May 4, 2020 email chain
produced by Defendants in discovery, filed under seal.
39. Attached hereto as Ex. 36 is a true and correct copy of a May 6, 2020 email chain
produced by Defendants in discovery, filed under seal.
40. Attached hereto as Ex. 37 is a true and correct copy of a May 7, 2020 email chain
and draft Ocean State Business Case memo produced by Defendants in discovery, filed under seal.
41. Attached hereto as Ex. 38 is a true and correct copy of a May 12, 2020 email chain
and draft Ocean State Business Case memo produced by Defendants in discovery, filed under seal.
42. Attached hereto as Ex. 39 is a true and correct copy of a May 14, 2020 email chain
produced by Defendants in discovery, filed under seal.
43. Attached hereto as Ex. 40 is a true and correct copy of an Ocean State Board
Consent document produced by Defendants in discovery, filed under seal.
44. Attached hereto as Ex. 41 is a true and correct copy of a July 24, 2020 email chain
produced by Defendants in discovery, filed under seal.
5
Case 1:20-cv-00538-JJM-PAS Document 66 Filed 01/06/25 Page 6 of 9 PageID #:
2443
45. Attached hereto as Ex. 42 is a true and correct copy of Ocean State’s PPP
forgiveness application form produced by the SBA, filed under seal.
46. Attached hereto as Ex. 43 is a true and correct copy of a 2019 Ocean State
Organizational Chart produced by Defendants in discovery, filed under seal.
47. Attached hereto as Ex. 44 is a true and correct copy of a Blueprint Entity Chart
produced by Defendants in discovery, filed under seal.
48. Attached hereto as Ex. 45 is a true and correct copy of Blueprint’s PPP application
form produced by Defendants in discovery, filed under seal.
49. Attached hereto as Ex. 46 is a true and correct copy of a Blueprint / Next Step Post-
Closing Structure document produced by Defendants in discovery, filed under seal.
50. Attached hereto as Ex. 47 is a true and correct copy of excerpts of Ocean State’s
Second Supplemental Answers to Relator’s Interrogatories, filed under seal.
51. Attached hereto as Ex. 48 is a true and correct copy of an Ocean State Payroll
Summary document produced by Defendants in discovery, filed under seal.
52. Attached hereto as Ex. 49 is a true and correct copy of an Ocean State document
entitled “PRF how funds spent by site” document produced by Defendants in discovery, filed under
seal.
53. Attached hereto as Ex. 50 is a true and correct copy of an Ocean State document
entitled “Ocean State Health care Information for SBA loan” document produced by Defendants
in discovery, filed under seal.
54. Attached hereto as Ex. 51 is a true and correct copy of an Ocean State document
entitled “POSEIDON Operating Model-DRAFT 2 (06 05 20)” document produced by Defendants
in discovery, filed under seal.
6
Case 1:20-cv-00538-JJM-PAS Document 66 Filed 01/06/25 Page 7 of 9 PageID #:
2444
55. Attached hereto as Ex. 52 is a true and correct copy of an Ocean State document
entitled “OSUC COMBINED May 2020” document produced by Defendants in discovery, filed
under seal.
56. Attached hereto as Ex. 53 is a true and correct copy of excerpts of a Fifth
Amendment to Loan Agreement produced by Defendants in discovery, filed under seal.
57. Attached hereto as Ex. 54 is a true and correct copy of excerpts of a Fourth
Amendment to Loan Agreement produced by Defendants in discovery, filed under seal.
58. Attached hereto as Ex. 55 is a true and correct copy of excerpts of a Second
Amended and Restate Guarantee Agreement produced by Defendants in discovery, filed under
seal.
59. Attached hereto as Ex. 56 is a true and correct copy of excerpts of a Loan
Agreement produced by Defendants in discovery, filed under seal.
60. Attached hereto as Ex. 57 is a true and correct copy of excerpts of NHC Fund I’s
Second Supplemental Answers to Relator’s Interrogatories, filed under seal.
61. Attached hereto as Ex. 58 is a true and correct copy of excerpts of the deposition of
Sarah Charette.
62. Attached hereto as Ex. 59 is a true and correct copy of excerpts of the deposition of
John Pircon.
63. Attached hereto as Ex. 60 is a true and correct copy of an April 3, 2020 letter from
Deerpath produced by Defendants in discovery, filed under seal.
64. Attached hereto as Ex. 61 is a true and correct copy of excerpts of a Loan
Agreement produced by Defendants in discovery, filed under seal.
7
Case 1:20-cv-00538-JJM-PAS Document 66 Filed 01/06/25 Page 8 of 9 PageID #:
2445
65. Attached hereto as Ex. 52 is a true and correct copy of a Fyzical Qualifications and
Needs memo produced by Defendants in discovery, filed under seal.
66. Attached hereto as Ex. 63 is a true and correct copy of excerpts of the deposition of
Eric Thompson.
67. Attached hereto as Ex. 64 is a true and correct copy of a May 13, 2020 email
produced by Defendants in discovery, filed under seal.
68. Attached hereto as Ex. 65 is a true and correct copy of a Fyzical Holdings Board
Consent document produced by Defendants in discovery, filed under seal.
69. Attached hereto as Ex. 66 is a true and correct copy of Fyzical Holdings’ PPP
forgiveness application form produced by Defendants in discovery, filed under seal.
70. Attached hereto as Ex. 67 is a true and correct copy excerpts of financial statements
for Fyzical Holdings produced by Defendants in discovery, filed under seal.
71. Attached hereto as Ex. 68 is a true and correct copy of excerpts of a Fyzical
Franchise Disclosure Document produced by Defendants in discovery, filed under seal.
72. Attached hereto as Ex. 69 is a true and correct copy of excerpts of Fyzical Holdings’
Second Supplemental Answers to Relator’s Interrogatories, filed under seal.
73. Attached hereto as Ex. 70 is a true and correct copy of an April 4, 2020 guidance
from the SBA.
74. Attached hereto as Ex. 71 is a true and correct copy of excerpts of the SBA
Franchise Directory.
75. Attached hereto as Ex. 72 is a true and correct copy of a DOJ Press Release,
Settlement Agreement and Complaint in the Victory Automotive Action.
8
Case 1:20-cv-00538-JJM-PAS Document 66 Filed 01/06/25 Page 9 of 9 PageID #:
2446
I declare under pains and penalty of perjury under the laws of the United States of
America that the foregoing is true and correct to the best of my knowledge and belief.
Eric E. Renner (#7481)
DUFFY & SWEENEY, LTD
321 South Main Street, Suite 400
Providence, RI 02903
Phone: 401-457-1803
Fax: 401-457-0701
erenner@duffysweeney.com
Attorneys for Plaintiff-Relator,
United States of America ex rel James R. Berkley
Date: January 6, 2025
CERTIFICATE OF SERVICE
I hereby certify that on the 6th day of January, 2025, a true copy of the foregoing document
was filed through the ECF system and will be sent electronically to the registered participants as
identified on the Notice of Electronic Filing (NEF) and copies will be mailed to those indicated as
non-registered participants.
/s/ Eric E. Renner
9
File and source
- File
- 66-declaration-re-64-motion-for-partial-summary-judgment-of-eri.pdf
- Size
- 261,615 bytes
- SHA-256
- 87f3c016534e78e3fe08c9d2d699b1855cc2501851b565206bf2b0049c5a9aab
- Original
- archive.org