AST Telecom LLC, dba Bluesky files suit against former CEO

AST Telecom LLC, dba, Bluesky Communications has accused Aoe’e Adolfo Montenegro and his company, ACMA Management Company, of among other things, diverting plaintiffs business funds for the defendants’ personal use without consent. Bluesky Communications is where Aoe’e served as chief executive officer for many years until his contract was terminated late last year.

Responding to Samoa News’ request for comments or reaction to the lawsuit, Aoe’e said in a statement over the weekend that the “accusations against me contained in the lawsuit recently filed against me by Bluesky are unfounded, and I look forward to clearing my name at the appropriate time.”

“After so many positive, energetic and constructive years helping Bluesky grow throughout the South Pacific to the benefit of Amper SA as the controlling shareholder, it is unfortunate that things are ending on such a sour and malicious note,” he said.

“The success we enjoyed at Bluesky was based on adhering to high standards and our core values, which included Placing the Customer First, Team Work and Integrity,” he pointed out. “For so long as Bluesky teams stay true to the core values and uphold the high standards, the teams will continue to enjoy success and earn the respect of their customers and communities they serve.”

“The same is true for me as well: I will continue to stay true to the core values and uphold high standards in order to earn the respect of others and be a positive force for the betterment of our communities,” Aoe’e added.

The lawsuit was filed on Thursday with the local High Court by Richard deSaulles of the RDA Law Firm, representing plaintiff, AST Telecom, dba, Bluesky Communications.

LAWSUIT

The allegations made in the lawsuit against Aoe’e, according to the plaintiff ,“simply stated, the instant action arises from greed,” adding that despite “earning hundreds of thousands of dollars each year” as CEO of Bluesky’s family of companies, Montenegro and his company ACMA “exploited their position of trust and authority” with Bluesky to improperly assign a property lease of a house at  Canco Hill that was renovated by Bluesky.

The complaint further alleges that Montenegro and ACMA directed business funds from Bluesky for “Montenegro’s personal use without knowledge or consent of the shareholders of Bluesky.”

Montenegro began his employment with Bluesky several years ago and in 2011 ACMA contracted with Bluesky to provide management services until 2014. Under a new management agreement in Apr. 2014, ACMA agreed to provide the services of Montenegro as president and CEO of Bluesky in American Samoa and Bluesky Samoa (in neighboring Samoa).

Under the management agreement, the complaint says, Montenegro’s “generous compensation” included the following pay and benefits from Bluesky:

•     $260,000 a year;

•     an annual bonus of up to $130,000 per year;

•     a ‘stay bonus’ of up to $100,000 per year;

•     housing and transportation expenses — including vehicle — not to exceed $108,000 per year;

•     daily per diem of $110 per year ($450,150 per year);

•     tuition reimbursement for children of $20,000 per year for two children;

•     travel allowance of up to $60,000 per year for family travel;

•     health and life insurance reimbursement of up to $36,000 per year;

•     gym fees in both American Samoa and Samoa; and

•     20-paid vacation days per year.

During the term of Montenegro’s management agreement, he enjoyed the use of multiple residents in American Samoa as well as corporate housing in Samoa and Cook Islands — all provided by Bluesky, according to the complaint.

PROPERTY

Regarding the Canco Hill house, the complaint alleges that it was in August 2015 that Bluesky, at Montenegro’s direction, entered into a lease agreement for the property. And the agreement established legal right to possession of the property by Bluesky.

Between Aug. 7, 2015 and Sept. 12, 2016, Montenegro allegedly directed Bluesky management to disburse $123,849 to rebuild the Canco Hill house to Montenegro’s liking. The renovations were made without authorization or any notice given to Bluesky’s owners at the time, Florida-based eLandia International or Spain-based Amper S.A.

Around the same time in September 2016, its alleged that Montenegro, without authorization or notice from either eLandia or Amper, directed Bluesky management to execute a lease assignment and lessor’s consent which assigned all of Bluesky’s rights, title, interest, and obligation under the lease agreement of the Canco Hill property to ACMA in exchange for “One Dollar and other good and valuable consideration”. (A copy of the lease assignment and lessor’s consent was included with the complaint.)

According to the complaint, the lease assignment effectively transfered the lease from Bluesky to ACMA while Montenegro was the acting Bluesky CEO. At the same time of the lease assignment, Montenegro allegedly communicated to a business associates that he had no intention of remaining with Bluesky after the transfer of Amper. S.A to Fiji-based Amalgamated Telecom Holdings Limited (ATH).

The complaint alleges that the “surreptitious lease assignment” was executed after Montenegro’s “management buyout offer” of Bluesky was denied by Amper, and shortly before Montenegro received his “notice of termination” from Bluesky on Sept. 23, 2016, which was effective on Oct. 30, 2016.

Additionally, the lease assignment, “orchestrated by Montenegro, was unlawful” and was not discovered until after Montenegro was no longer with Bluesky.

In the notice of termination, Bluesky said ACMA and Montenegro were directed to return all property belonging to Bluesky within 7 days, however, neither ACMA nor Montenegro ever returned or funded any Blueksy property, which had been converted by Montenegro for his personal benefit.

INCREASE PAYMENT DEMANDS

The complaint alleges that around Oct. 5, 2016, Montenegro through his attorney, submitted a demand of $707,364 for immediate payment for “all amounts remaining due” to ACMA and Montenegro under the management agreement. And the demand of payment was due two days later, or else he threatened to file a lawsuit.

Upon receipt of the demand, a $400,000 payment was made to Montenegro and the balance was placed into an escrow account with a request that the parties allow a third party to decide how much of the remaining demand, if any, was actually owed to Montenegro, who took the $400,000 payment but declined the offer of a third party.

Then on Mar. 13th this year, in a letter from ACMA and Montenegro, directed to Amper’s executive chairman Jamie Espinosa, an additional payment of $986,364 was “suddenly demanded” and the letter included new invoices for additional fees demanded, the complaint alleges.

In a Mar. 23rd letter, Amper’s attorney requested Montenegro to provide written documentation authorizing the additional payment, but none was received.

However, on May 10th this year, attorney for ACMA and Montenegro submitted a “renewed demand for payment of $4 million directly to Espinosa within eight days or else they would file suit,” the complaint alleges.

See tomorrow’s edition for more information from the complaint.