FOR PUBLICATION 
IN THE SUPERIOR COURT OF THE VIRGIN ISLANDS 
DIVISION OF ST. CROIX 
MOHAMMED HAMED, by his authorized 
) 
) 
agent W ALEED HAMED, 
v. 
Plaintiff} ClVIL NO. SX-12-CV-370 
') 
) ACTION FOR DAMAGES; PRELIMINARY 
) AND PERMANENT INJUNCTION; 
FATHI YUSUF and UNITED CORPORATON, ~ DECLARATORY RELIEF 
) JURY TRIAL DEMANDED 
Defendants. ) 
---
- --- -----) 
MEMORANDUM OPINION 
THIS MATTER is before the Court on Plaintifi's Emergency Motion and Memorandum 
to Renew Application for TRO ("Renewed Motion"), filed January 9, 2013, renewing his 
September 18, 2012 Motion for a Temporary Restraining Order and/or a Preliminary Injunction. 
Hearing on the Renewed Motion was held on January 25, 2013 and continued on January 31, 
2013. Having reviewed the Renewed Motion, evidence and argument of counsel presented at the 
hearing, along with the voluminous filings of the parties in support of and in opposition to the 
Renewed Motion, this matter has been converted to that of a Preliminary Injunction pursuant to 
Fed. R. Civ. P. 65(a). Upon review of the record, the Court herein makes findings of fact and 
conclusions of law, pursuant to Fed. R. Civ. P. 52(a)(2), and GRANTS Plaintiffs Renewed 
Motion. 
JURISDICTION 
This Court has jurisdiction over this matter pursuant to 4 V.I. Code § 76(a), which grants 
the Superior Court "original jurisdiction in all civil actions regardless of the amount in 
controversy." Likewise, under 5 V.I. Code § 1261, courts of record are empowered to "declare 
rights, status, and other legal relations whether or not further relief is or could be claimed ... . 
Mohammad Hamed , by Waleed Hamed v.Fathi Yusuf and United Corporation, SX-12-CY-370 
Memorandum Opinion and Order 
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The declaration may be either affirmative or negative in form and effect; and such declarations 
shall have the force and effect of a final judgment or decree." A request for injunctive relief is 
addressed to the sound discretion of the Court. Shire US Inc. v. Barr Laboratories, Inc., 329 F.3d 
348, 352 (3d Cir. 2003). This Court may grant equitable (i.e. injunctive) relief as Plaintiff seeks 
in his Renewed Motion to enforce a partner's rights regarding partnership profits and 
management and conduct of the partnership business pursuant to 26 V.1. Code §75(b). 
STANDARD 
The Court must consider four factors when reviewing a motion for preliminary injunction: 
(I) whether the movant has shown a reasonable probability of success on the merits; (2) whether 
the movant will be irreparably injured by the denial of the relief; (3) whether granting 
preliminary relief will result in even greater harm to the nonmoving party; and (4) whether 
granting the preliminary relief will be in the public interest. Petrus v. Queen Charlolle Hotel 
Corp., 56 V.1. 548, 554 (2012), citing lies v. de Jongh, 55 V.I. 1251, 1256 (3d Cir. 2011), 
(quoting McTernan v. City o/New York, 577 F. 3d 521, 526 (3d CiT. 2009). 
STATEMENT OF ISSUES 
By his Verified Complaint, Plaintiff alleges that Defendants, acting personally and through 
authorized agents, committed several unilateral acts in contravention of the partnership 
relationship between Plaintiff and Defendant Fathi Yusuf ("Yusuf") and established 
understandings and agreements among the parties. Plaintiff avers that those acts threaten the 
businesses and his interests in the businesses established by the partnership as a result of those 
agreements. Accordingly, Plaintiff demands injunctive and declaratory relief to determine the 
status of the parties' relationships and the framework under which they must conduct their 
Mohammad Hamed , by Waleed Hamed v.Fathi Yusufand United Corporation, SX-12-CV-370 
Memorandum Opinion and Order 
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business operations III light of those relationships. Upon review of the parties' case and 
controversy, submissions and presented evidence, the Court makes the following fmdings of fact. 
FINDINGS OF FACT 
1. 
Plaintiff and Defendant Yusuf have a longstanding friendship and familial history which 
preceded their business relationship. January 25, 2013 Evidentiary Hearing Transcript, 
at 196-198, hereinafter Tr. 196-198, Jan. 25, 2013. 
2. 
In 1979, Fathi Yusuf incorporated United Corporation ("United") in the U.S. Virgin 
Islands. Defendants' Evidentiary Hearing Exhibit, no. 7, hereinafter De! Ex. 7. 
3. 
United subsequently began construction on a shopping center located at Estate Sion 
Farm, St. Croix. Thereafter, Defendant Yusuf desired and made plans to build a 
supermarket within the shopping center. Plaintiff's Evidentiary Hearing Exhibit, no. 1 
(Transcript, February 2, 2000 Oral Deposition of Fathi Yusuf: Idheileh v. United Corp. 
and Yusu( Case No. 156/1997, Territorial Court of the Virgin Islands, Div. St. Thomas 
and St. John), at 8, lines 1-14; hereinafter PI. Ex. 1, p. 8:1-141 
4. 
Subsequently, Yusuf encountered financial difficulty in completing construction of the 
shopping center and opening the supermarket, was unable to procure sufficient bank 
loans, and told Plaintiff Mohammad Hamed ("Hamed") that he was unable to finance the 
completion of the project,. At Yusut's request, Hamed provided funding to Yusut's 
project from proceeds of Hamed's grocery business. PI. Ex. 1, p. 14:4-15:14. 
5. 
Hamed provided Yusuf with monies to facilitate completion of construction on the 
shopping center and to facilitate opening the Plaza Extra supermarket in Estate Sion 
Farm, St Croix. Tr.197:5- 199:13, Jan. 25, 2013. 
I The Court has taken judicial notice of the certified copy of the deposition transcript in the noted Territorial Court 
action, submitted as PI. Ex. I. See discussion at Tr. 6-9, Jan. 25, 2013. 
Mohammad Hamed , by Waleed Hamed v.Fathi Yusuf and United Corporation, SX-12-CV-370 
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6. 
Upon Yusufs request, Hamed sold his two grocery stores to work exclusively as a part of 
Plaza Extra. Tr. 200:4-J 5, Jan. 25, 2013. 
7. 
Hamed contributed to Yusufs project funds as they were available to him, including the 
entire proceeds from the sale of his two grocery stores, with the agreement that he and 
Yusuf would each be a 50% partner in the Plaza Extra Supermarket, "in the winning or 
loss." Tr.200:J6-23, Jan. 25, 2013. 
8. 
Hamed initially became a 25% partner of Yusuf, along with Yusufs two nephews who 
each also had a 25% interest in the Plaza Extra Supermarket business. PI. Ex. J, p.15:2-
14. 
9. 
Yusuf sought additional bank financing to complete the construction of the building for 
the Plaza Extra business, which loan application was eventually denied, as a result of 
which Yusufs two nephews requested to have their funds returned and to leave the 
partnership. PI. Ex. J, p. 17:6-24. 
10. 
With the withdrawal of Yusufs nephews, the two remaining partners of the Plaza Extra 
Supermarket business were Hamed and Yusuf. Notwithstanding the financing problems, 
Hamed determined to remain with the business, having contributed a total of $400,000 in 
exchange for a 50% ownership interest in the business. PI. Ex. J. p.17: 24-J 9: J O. 
11. 
Yusuf and Hamed were the only partners in Plaza Extra by the time in 1986 when the 
supermarket opened for business and Hamed has remained a partner since that time. Pl. 
2 Subsequent to the evidentiary hearing but before the parties submitted their post-hearing briefs, Plaintiff on 
February 19, 2013 filed his Second Request to Take Judicial Notice and Request to Supplement the Hearing Record, 
presenting proposed Plaintiffs Exhibits 28, 29 and 30. By separate Order of this date, Plaintiffs Request was 
granted. Exhibit 28 is comprised of selected Defendants' Responses to Plaintiffs Second Set of Interrogatories to 
Defendants in that matter known as Idheileh v. United Corp. and Yusuf, Case No. 15611997, TerrilOrial Court of the 
Virgin Islands, Div. St. Thomas and St. John 
Mohammad Hamed, by Waleed Hamed v.Fathi Yusufand United Corporation, SX-12-CV-370 
Memorandum Opinion and Order 
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12. 
As a partner in the Plaza Extra Supermarket business, Hamed was entitled to fifty (50%) 
percent of the profit and liable for fifty (50%) of the "payable" as well as loss of his 
contribution to the initial start-up funds. Tr. 44:12-21; 200:16-23; 206:23-25, Jan. 25, 
2013; Pl. Ex. 1, p 18:16-23; p.23:18-25. 
13. 
Yusuf and Hamed have both acknowledged their business relationship as a partnership of 
an indefinite term. Pl. Ex. 1, p.18:18-23 ("I'm obligated to be your partner as long as you 
want me to be your partner until we lose $800,000."); Tr. 210:4-8, Jan. 25, 2013 (Q: 
"How long is your partnership with Mr. Yusuf supposed to last? When does it end?" A: 
"Forever. We start with Mr. Yusufwith the supermarket and we make money. He make 
money and I make money, we stay together forever.") 
14. 
Yusuftestified in the Idheileh case that it was general public knowledge that Yusufwas a 
business partner with Hamed even before the Plaza Extra supermarket opened. Pl. Ex.l, 
p.20:10-12. 
15. 
Yusuf has admitted in this case that he and Hamed "entered into an oral joint venture 
agreement" in 1986 by which Hamed provided a "loan" of $225,000 and a cash payment 
of $175,000 in exchange for which "Hamed [was] to receive fifty percent (50%) of the 
net profits of the operations of the Plaza Extra supermarkets" in addition to the "loan" 
repayment. Yusuf states that the parties' agreement provided for "a 50150 split of the 
profits of the Plaza Extra Supermarket stores." Pl. Ex. 2, p.3,4. Indeed, Yusuf confirms 
that "[t]here is no disagreement that Mr. Hamed is entitled to fifty percent (50%) of the 
profits of the operations of Plaza Extra Store .... The issue here again is not whether 
Plaintiff Hamed is entitled to 50% of the profits. He is." PI. Ex. 3, p.ll. 
Mohammad Hamed , by Waleed Hamed v.Fathi Yusuf and United Corporation, SX·12·CY·370 
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16. 
In 1992·1993, a second Plaza Extra supermarket was opened on the island ofSt. Thomas, 
USVI, initially with a third "partner," Ahmad Idheileh, who later withdrew leaving a 
"50/50" ownership interest in the St. Thomas Plaza Extra between Yusuf and Hamed. 
Tr.27:1-28:14, Jan. 25, 2013. 
17. 
At present, there are three Plaza Extra Supermarkets which employ approximately six 
hundred people on St. Croix and St. Thomas. Tr. 238:4-6, Jan 25,2013. 
18. 
In the Idheileh litigation, Yusuf provided an affidavit wherein he stated that "[m]y 
brother in law, Mohamed Hamed, and I have been full partners in the Plaza Extra 
Supermarket since 1984 while we were obtaining fmancing and constructing the store, 
which finally opened in 1986." PI. Ex. 1, Affidavit of Farhi Yusuf, Deposition Ex. 6 3 
19. 
Hamed and Yusuf have jointly managed the stores by having one member of the Hamed 
family and one member of the Yusuf family co-manage each of the three Plaza Extra 
Supermarkets. Originally, Hamed and Yusuf personally managed the first Plaza Extra 
store, with Hamed in charge of receiving, the warehouse and produce, and Yusuf taking 
care of the office. 
Tr. 26:11-19; 206:20-22, Jan 25, 2013. Yusufs management and 
control of the "office" was such that Hamed was completely removed from the financial 
aspects of the business, concerning which Hamed testified "I'm not sign nothing .... Fathi 
is the one, he sign. Mr. Yusufthe one he sign the loan, the first one and the second one." 
Tr. 207:16-21, Jan. 25, 2013. 
20, 
During recent years, in every store there is, at least, one Yusuf and one Hamed who co-
manage all aspects ofthe operations af each store. Mafeed Hamed and Yusuf Yusuf have 
J At the conclusion of the second day of the hearing, counsel agreed to supplement the record to include exhibits to 
Plaintiff's Exhibit I, the February 2, 2000 deposition of Fathi Yusuf. 
Tr.129-130, Jan. 31, 2013. Deposition 
Exhibits 6 and 7 were provided with Plaintiffs Notice of Filing Supplemental Deposition Exhibits, filed February 
19,2013. 
Mohammad Hamed , by Waleed Hamed v.Fathi Yusufand United Corporation, SX-12-CY-370 
Memorandum Opinion and Order 
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managed the Estate Sion Farm store along with Waleed Hamed. Waheed Hamed, Fathi 
Yusuf and Nejah Yusuf operate the St. Thomas store, and Hisham Hamed and Mahar 
Yusufmanage the Plaza West store on SI. Croix. Tr. 31:6-35:11; 147:11-20; 160:10-22, 
Jan. 25, 2013, and Tr. 33:6-17, Jan. 31,2013. 
21. 
In operating the "office," Yusuf did not clearly delineate the separation between United 
"who owns United Shopping Plaza" and Plaza Extra, despite the fact that from the 
beginning Yusuf intended to and did "hold the supermarket for my personal use." PI. Ex. 
1, p. 8:1-7. Despite the facts that the supermarket used the trade name "Plaza Extra" 
registered to United (PI. Ex. 4, ~ 14) and that the supermarket bank accounts are in the 
name of United (Pl. Ex 's. 15, 16), "in talking about Plaza Extra". when it says United 
Corporation",[ilt's really meant me [Yusuf] and Mr. Mohammed Hamed," Pl. Ex. 1, p. 
69:13-21. 
22, 
Yusuf admitted in the Idheileh action that Plaza Extra was a distinct entity from United, 
although the "partners operated Plaza Extra under the corporate name of United Corp," 
PI. Ex. 28, Response to Interrogatory 6. 
23. 
The distinction between United and the Plaza Extra Supermarkets is also apparent from 
the fact that United, as owner of United Shopping Center, has sent rent notices to Hamed 
on behalf of the Sion Farm Plaza Extra Supermarket, and the supermarket has paid to 
United the rents charged. Pl. Ex's. 7, 8, 9; Tr. 48:24-51:9; 212: 18-2 14: 15, Jan. 25, 2013. 
24. 
In 2003, United was indicted for tax evasion in federal court, along with Yusuf and 
several other members of the Hamed and Yusuf families in that matter in the District 
Court of the Virgin Islands, Division of SI. Croix, known as United States and 
Government oJthe Virgin Islands v. Fathi Yusuf, et aI., Crim. No. 2005-15 ("the Criminal 
Mohammad Hamed , by Waleed Hamed v.Fathi Yusufand United Corporation, SX-12-CV-370 
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Action") . However, Plaintiff Mohammed Hamed was not indicted. Tr. 222:11-223:6; 
134: 15-23, Jan. 25, 2013. 
25. 
In connection with the Criminal Action, the federal government appointed a receiver in 
2003 to oversee the Plaza Extra Supermarkets, who deposits all profits into investment 
accounts at Banco Popular Securities and, originally, at Merrill-Lynch. Those "profits" 
accounts remain at Banco Popular Securities to the present. Tr. 41:15-42:18; 137:13-
138:19, Jan. 25, 2013. 
26. 
In 2011, United pled guilty to tax evaSIOn III the Criminal Action. Charges were 
dismissed against the other Defendants, by Plea Agreement filed February 26, 20 II. De! 
Ex. 2, p.2. 
27. 
The Criminal Action against United remains pending, as the terms of the Plea Agreement 
require "complete and accurate" tax filings. United has filed no tax returns since 2002, 
although estimated taxes have been paid from the grocery store accounts, and mandatory 
accounting procedures for Plaza Extra have been adopted. Tr. 241:23-245:12, Jan 25, 
2013; Tr. 90:4-16, Jan 31, 2013; De! Ex. 2. 
28. 
At some point between late 2009 and 2011 , at Yusufs suggestion, the Hamed and Yusuf 
families agreed that all checks drawn on Plaza Extra Supermarket accounts had to be 
signed by one member of the Hamed family and one member of the Yusuf family. Tr. 
100: 11-16, 228:2-11, Jan. 25, 2013. 
29. 
In late 2011, United had its newly retained accountant review a hard drive containing 
voluminous financial records related to the Criminal Action, following which Yusuf 
accused members of the Hamed family of stealing money from the supermarket business 
Mohammad Hamed , by Waleed Hamed v.Fatbi Yusufand United Corporation, SX-12-CV-370 
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and threatening to close the store and to terminate the United Shopping Plaza lease. Tr. 
52:5-10. Jan. 31, 2013; Tr. 51:18-52:8. Jan. 25. 2013. 
30. 
Thereafter, discussions commenced initiated by Yusufs counsel regarding the 
"Dissolution of Partnership." PI. Ex. 10, 11. 12. On March 13, 2012, through counsel, 
Yusuf sent a Proposed Partnership Dissolution Agreement to Hamed, which described 
the history and context of the parties' relationship, including the formation of an oral 
partnership agreement to operate the supermarkets, by which they shared profits and 
losses. Pl. Ex. 12.4 Settlement discussions followed those communications but have not 
to date resulted in an agreement. Tr. 58: 15-20, Jan. 25. 2013. 
31. 
Although Plaintiff retired from the day-to-day operation of the supermarket business in 
about 1996, Waleed Hamed has acted on his behalf pursuant to two powers of attorney 
from Plaintiff. 
Tr. 45:24-48:2; 172:6-1 73:8; 202:18-25. Jan. 25. 2013; Pl. Ex. 
I,Affidavit of Fathi Yusuf, Depos. Exh .6, ~4. Both Plaintiff and Yusuf have designated 
their respective sons to represent their interests in the operation and management of the 
three Plaza Extra stores. Tr. 31:6-35:11. Jan. 25. 2013. 
32. 
It had been the custom and practice of the Yusuf and Hamed families to withdraw funds 
from the supermarket accounts for their own purposes and use (see De! Ex. 1; PI. Ex. 
27), however such withdrawals were always made with the knowledge and consent of the 
other partner. Tr. 138.20-139:8, Jan. 25. 2013; Tr.121:3-123:9. Jan. 31, 2013. 
4 These exhibits were admitted at hearing over Defendants' objection premised on Fed. R. Evid. 408. The evidence 
was not offered to prove the validity or amount ofPlaintitrs claims, but rather to put into context the history of the 
parties' relationship which may be accepted as evidence for another purpose under R. 408(b). Funher, the exhibits 
offer nothing beyond evidence presented wherein Yusuf has similarly characterized the history of his relationship 
with Plaintiff. 
Mohammad Hamed, by Waleed Hamed v.Fathi Yusufand United Corporation, SX-12-CV-370 
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33. 
Waleed Hamed testified that Fathi Yusuf utilized Plaza Extra account funds to purchase 
and subsequently sell property in Estate Dorothea, St. Thomas, to which it was agreed 
that Hamed was entitled to SO% of net proceeds. 
Although Yusufs handwritten 
accounting of sale proceeds confirms that Hamed is due $802,966, representing SO% of 
net proceeds (Pl. Ex. 18), that payment has never been made to Hamed and the 
disposition of those sale proceeds is not known to Hamed. Tr.88:8-90: 17, Jan. 25, 2013. 
34. 
Each of the three Plaza Extra Supermarkets maintains and accounts for its operations 
separately, with separate bank accounts. 
In total, the stores maintain a total of 
approximately eleven accounts. Tr. 35:12-20; 36:22-38:25; 229:10-13, Jan. 25,2013. 
3S. 
On or about August IS, 2012, Yusufwrote a check signed by himself and his son Mahar 
Yusuf and made payment to United in the amount of $2,784,706.2S from a segregated 
Plaza Extra Supermarket operating account, despite written objection of Waleed Hamed 
on behalf of Plaintiff and the Hamed family, who claimed that, among other objections, 
the unilateral withdrawal violated the terms of the District Court's restraining order in the 
Criminal Action. Tr. 246:1-250:14, Jan. 25, 2013; Pl.Group Ex. 13. 
36. 
On the first hearing day, Mahar Yusuf, President of United Corporation testified under 
oath that he used the $2,784,706.25 withdrawn from the Plaza Extra operating account to 
buy three properties on St. Croix in the name of United. On the second hearing day, 
Mahar Yusuf contradicted his prior testimony and admitted that those withdrawn funds 
had actually been used to invest in businesses not owned by United, including a mattress 
business, but that none of the funds were used to purchase properties overseas. Tr. 250:2-
251:15, Jan. 25, 2013; Tr. 118:12-120:2, Jan. 31, 2013. 
Mohammad Hamed, by Waleed Hamed v.Fathi Yusufand United Corporation, SX-12-CV-370 
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37. 
A restraining order was entered by the District Court in the Criminal Action which 
remains in place and restricts withdrawal of funds representing profits from the 
supermarkets that have been set aside in the Banco Popular Securites brokerage account 
pending the conclusion of the Criminal Action or further order of that Court. Tr. 41:15-
42:18; 119:4-12, Jan. 25, 2013. The Criminal Action will remain pending until past tax 
returns are filed. Tr. 134:15-136:22; 242:16-245:5, Jan. 25, 2013. As of January 18, 
2013, the brokerage account had a balance of $43,914,260.04. De! Ex. 9. This Court 
cannot enforce the restraining order or otherwise control any aspect of the Criminal 
Action or its disposition. 
38. 
Funds from supermarket accounts have also been utilized unilaterally by Yusuf, without 
agreement of Hamed, to pay legal fees of defendants relative to this action and the 
Criminal Action, in excess of $145,000 to the dates of the evidentiary hearing. Tr. 76:5-
82:9, Jan. 25, 2013; Pl. Ex. 15, 165 
39. 
Since at least late 2012, Yusufhas threatened to fire Hamed family managers and to close 
the supermarkets. Tr. 149:20-150:22; 158:18-159:12; 253:25-254:19, Jan. 25, 2013. 
40. 
On January 8, 2013, Yusuf confronted and unilaterally terminated 15 year accounting 
employee Wadda Charriez for perceived irregularities relative to her timekeeping records 
of her hours of employment, threatening to report her stealing if she challenged the firing 
or sought unemployment benefits at Department of Labor, Tr. 181:20-185:16, Jan. 25, 
2013. Charriez had a "very critical job" with Plaza Extra (Tr 179:17-19, Jan. 25, 2013), 
S Plaintiff has submitted Exhibit 30 with his February 19,2013 Second Request to Take Judicial Notice and Request 
to Supplement the Hearing Record, granted by separate Order. Defendants' opposition to Plaintiffs' Motion did not 
address Exhibit 30, consisting of two checks in the total sum of more than $220,000 in payment to defense counsel 
in this action, dated January 21, 2013 and February 13, 2013, drawn on a supermarket account by Defendants 
without Plaintiffs' consent. Although the evidence is cumulative and not essential to the Court's decision herein, it 
reflects an ongoing practice of unilateral withdrawals and the possibility of continuing unilateral action in the future. 
Mohammad Hamed , by Waleed Hamed v.Fathi Yusufand United Corporation, SX-12-CV-370 
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and the independent accountant retained by Yusuf agreed that she was "a very good 
worker" and that her work was "excellent." Tr. 94:2-6, Jan. 31, 2013. Because the 
Harned co-managers had not been consulted concerning the termination or shown any 
proof of the employee's improper activity, Mafeed Hamed instructed Charriez to return 
to work the following day. Tr. 179:4-24; 185:17-186:8, Jan. 25, 2013. On Charriez' 
January 9, 2013 return to work, Yusuf started screaming at her, and told her to leave or he 
would call the police. Tr. 186:9-187:1, Jan. 25, 2013. 
Yusuf did call police and 
demanded on their arrival that Charriez, and Mufeed Hamed and Waleed Hamed be 
removed from the store, and threatened to close the store. Tr. 93:5-94:15; 164:19-
165:18; 187:5-188:8, Jan. 25, 2013. The incident that occurred on January 9, 2013, the 
same day that Plaintiffs Renewed Motion was filed, coupled with other evidence 
presented demonstrates that there has been a breakdown in the co-management structure 
of the Plaza Extra Supermarkets. Tr. 141:25-142:18;143:1 7-146:19; 166:21-167:8, Jan 
25,2013. 
41. 
"By the time Plaza Extra opened in 1986, Mohamed Harned and Defendant Yusufwere 
the only partners. These partners operated Plaza Extra under the corporate name of 
United Corp." PI. Ex. 28, Response to Interrogatory 6. Defendants now claim that Yusuf 
is the owner of only 7.5% of the shares of United (Pl. Ex. 2, p. 11), which could 
adversely affect Plaintiffs ability to enforce his claims as to the partnership "operated 
[as] Plaza Extra under the corporate name of United Corp." 
DISCUSSION 
Although this matter is before the Court on Plaintiff s Renewed Motion that seeks a 
temporary restraining order, the parties agree that following the full evidentiary hearing 
Mohammad Harned, by Waleed Harned v.Fathi Yusufand United Corporation, SX-12-CV-370 
Memorandum Opinion and Order 
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conducted, the relief Plaintiff seeks is a preliminary injunction pursuant to Fed. R. Civ, P. 65(a). 
The Court cannot issue a preliminary injunction unless on the basis of the evidence on the 
record, Plaintiff prevails as to each of the four factors recently delineated by the Virgin Islands 
Supreme Court in Petrus, namely: (l) the movant has shown a reasonable probability of success 
on the merits; (2) the movant will be irreparably injured by the denial of the relief; (3) granting 
preliminary relief will not result in even greater harm to the nonmoving party; and (4) granting 
the preliminary relief will be in the public interest. 56 V.I. at 554. Only if the movant produces 
evidence sufficient to convince the Court that all four factors favor preliminary relief should the 
injunction issue. Opticians Association of America v. Independent Opticians of America, 920 
F.2d 187, 192 (3d Cir. 1990). 
The evidentiary record before the Court includes the testimony of witnesses and 
documentary exhibits. Those exhibits include prior filings of the parties in this case by which 
the parties are bound by virtue of the doctrine of judicial admissions. Berckley Inv. Group, Ltd. 
V Colkitt, 455 FJd 195, 211 n. 20 (3d Cir. 2006); Parilla v. lAP Worldwide Serv., VL Inc, 368 
FJd 269, 275 (3d Cir 2004). Those exhibits also include filings in prior unrelated cases, which 
are admissible as admissions of such party against its interest, pursuant to Fed. R. Evid. 801(d).6 
The Court will consider the four factors required for the issuance of a preliminary injunction 
in seriatim, and makes the following conclusions oflaw. 
CONCLUSIONS OF LAW 
Probability of Movant's Success on the Merits. 
I. 
Plaintiff seeks to establish that his business relationship with Yusef of more than 25 years 
constitutes a Virgin Islands partnership, notwithstanding the lack of any written partnership 
6 On April 7, 2010, Act No. 7161 became law, section 15 of which established the Federal Rules of Evidence as 
applicable in this Court. See, Chinnery v. People, 55 V.I. 508, 525 (2011). 
Mohammad Hamed, by Waleed Hamed v.Fathi Yusuf and United Corporation, SX-12-CY-370 
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agreement and the failure of the business to file Virgin Islands partnership tax returns or to 
provide K-I forms to report partners' distributive share of income, among other factors urged by 
Defendants. Whether the relationship will be characterized as a partnership is governed by the 
Uniform Partnership Act ("UPA"), adopted in 1998 as Title 26, Chapter I of the Virgin Islands 
Code. 
2. 
Under the UPA, "the association of two or more persons to carry on as co-owners a 
business for profit forms a partnership, whether or not the persons intend to form a partnership." 
26 V.1. Code §22(a). In the mid-1980's when the Hamed - Yusufbusiness relationship began, a 
Virgin Islands partnership was defined as "an association of two or more persons to carry on as 
co-owners a business for profit." Former 26 V.1. Code §21(a). 
3. 
Under the UP A, "A person who receives a share of the profits of a business is presumed 
to be a partner in the business ... " 26 V.1. Code §22(c)(3). Under the former Code provisions, 
"the receipt by a person of a share of the profits of a business is prima facie evidence that he is a 
partner in the business ... " Former 26 V.I. Code §22(4).7 
4. 
Evidence of "a fixed profit-sharing arrangement" and "evidence of business operation" 
are factors to be considered in the determination of whether the parties in a business relationship 
had formed a partnership. Addie v. Kjaer, Civ. No. 2004-\35, 2011 WL 797402, at 3* (D.V.I. 
Mar. 1, 201 I). 
1 The Court applies the test in effect at the time the business relationship between the parties was formed (see 
Harrison v. Bornn, Bamn & Handy, 200 F.R.D. 509, 514 (D.Y.1. 2001», and holds that a partnership is found to 
exist by the admitted sharing of profits of the business unless Defendants' evidence is sufficient to rebut that prima 
facie evidence. However, the distinction between the language in the former statute and the current is of no legal 
Significance. Commentary of the National Conference of Commissioners of Uniform State Laws on the publication 
of the 1997 of the UPA notes that "no substantive change is intended. The sharing of profits is recast as a rebuttable 
presumption of a partnership, a more contemporary construction, rather than as prima facie evidence thereof." 
Formation of Partnership, Unif. Partnership Act §202, cmt. 3 (\ 997). 
Mohammad Hamed, by Waleed Hamed v.Fathi Yusufand United Corporation, SX-12-CV-370 
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5. 
"A partnership agreement is defined as the agreement, whether written, oral, or implied, 
among the partners concerning the partnership, including amendments to the partnership 
agreement." 26 V.I. Code §2(7), emphasis added. A "partnership at will" exists where the 
partners have not agreed to remain partners until the expiration of a definite term or the 
completion of a particular undertaking." 26 V.I. Code §2(8). 
6. 
Defendants protest that there is no written partnership agreement to memorialize the 
understanding between Yusuf and Hamed. However, as noted, the UPA does not require that 
such agreements be memorialized by a writing, and further sanctions "at will" agreements that 
have no definite term or duration, and are subject to dissolution by either partner at any time. As 
such, partnerships are not within the statute of frauds and need not be in writing. Smith v. 
Robinson, 44 V.I. 56, 61 (Terr. Ct. 2001). 
7. 
Even if the statute of frauds were applicable to the formation of a partnership, the 
doctrine of part performance operates to prevent an inequity where a person is induced or 
permitted to invest time, money and labor in reliance upon an oral agreement, which agreement 
would otherwise be voided by the application of the stature of frauds. Accordingly, if a party 
can show that part of an oral agreement was performed, the oral contract is taken out of the 
statute of frauds and becomes binding. Sylvester v. Frydenhoj Estates Corp., 47 V.I. 720, 724 
(D.V.I. 2006), citations omitted. 
8. 
Defendants suggest that Hamed and Yusuf entered into a joint venture rather than a 
partnership. 
A joint venture has been defined as a partnership for a single transaction, 
recognized as a subspecies of partnership, and is analyzed under Virgin Islands law in the same 
manner as is a partnership. Boudreax v. Sandstone Group, 36 V.I. 86, 97 (Terr. Ct. 1997), citing 
Fountain Valley Corp. v. Wells, 19 V.I. 607 (D.V.I.l983). 
Mohammad Hamed, by Waleed Hamed v.Fathi Yusufand United Corporation, SX-12-CV-370 
Memorandum Opinion and Order 
Page 16 of23 
9. 
Yusuf and Hamed, acting under the name "United Corporation," entered into their 
relationship with Ahmad Idheileh "to open and operate a supermarket on St. Thomas" by means 
of a Joint Venture Agreement. Pl. Ex. 1, Dep. Ex .7. This "business relationship created by 
agreement of the parties for the purpose of profit" was formed "for a single undertaking or 
transaction," and was to "terminate at the conclusion of their stated purpose, by agreement, or at 
the will of the parties." C&C Manhattan v. Gov't of the V.I, 46 V.1. 377, 384 (D.V.1. 2004), 
citations omitted. To the contrary, the self-described "partnership" of Hamed and Yusuf, formed 
for profit, with no set duration, involved the development of a business enterprise, including the 
three supermarkets and other business projects spanning two and a half decades. 
10. 
The Court concludes that Defendants' recent claims that the parties have been engaged in 
a joint venture and not a partnership are not credible as they contradict the record before the 
Court and the long history prior to this litigation of admissions by Yusuf, who did not testity at 
the hearing, to the effect that he and Hamed are "50/50" partners. 
Those pre-litigation 
admissions of the existence of a partnership have been consistent over many years, including 
through his notice to Hamed of his dissolution of their partnership in the months prior to this 
litigation. 
11. 
Defendants argue that Defendant United has owned and operated the businesses known 
as Plaza Extra, and that Hamed's claims must fail because he concedes that he has no ownership 
interest in United. To the contrary, the record clearly reflects that Yusufs use of the Plaza Extra 
trade name registered to United, the use bank accounts in United's name to handle the finances 
of the three supermarkets and other participation of the corporate entity in the operation of the 
stores was all set up in the context ofYusefs partnership with Hamed, as Yusufhas consistently 
admitted. The existence of a partnership is not negated by the use of the corporate form to 
Mohammad Hamed, by Waleed Hamed v.Fathi Yusuf and United Corporation, SX-12-CV-370 
Memorandum Opinion and Order 
Page 17 of23 
conduct various operations of the partnership. McDonald v. McDonald, 192 N.W. 2d 903, 908 
(Wis. 1972). The fact that the partner conducting the business utilizes a corporate form does not 
change the essential nature of the relationship of the parties. Granik v. Perry, 418 F.2d 832.836 
(5th Cir. 1969). 
12. 
Where, as here, the parties agree that one partner is designated to take charge of "the 
office" and assumes the responsibility for obtaining or filing the relevant documents as a part of 
his share of the partnership responsibilities, his failure to file that documentation in the name of 
the partnership does not mean that no partnership exists. Partners may apportion their duties 
with respect to the management and control of the partnership such that one partner is given a 
greater share in the management than others. Thus, the fact that one partner may be given a 
greater day-to-day role in the management and control of a business than another partner does 
not defeat the existence of the partnership itself. Al-Yassin v. Al-Yassin, 2004 WL 625757, *7 
(Cal. Ct. App. 2004). Where one party actively pursues the partnership business, such business 
must be conducted in keeping with "fundamental characteristics of trust, fairness, honesty, and 
good faith that define the essence of the partners' relationship." Alpart v. Gen. Land Partners 
Inc., 574 F.Supp. 2d 491,500 (E.D. Pa. 2008). 
13. 
It is undisputed that Plaintiff and Yusuf agreed from the time prior to the opening of the 
first store to share profits from the business on a 50/50 basis and that they did so share profits. 
These elements of their business relationship present a prima facie case for the existence of a 
partnership under the former 26 V.I. Code §22(4), applicable at the time of the formation of the 
Mohammad Hamed, by Waleed Hamed v.Fathi Yusuf and United Corporation, SX-12-CV-370 
Memorandum Opinion and Order 
Page 18 of23 
partnership. Defendants have not presented evidence sufficient to overcome Plaintiff's prima 
facie proof of the partnership of the parties. 8 
14. 
Various other indicia of the existence of the formation of a partnership are present in the 
record, including the fact that the parties intended to and did associate with each other carryon 
as co-owners a business for profit (26 V.I. Code §22(a». The parties agreed to share the net 
profits of the business "salsa" (26 V.I. Code §22(c)(3». Each of the parties contributed money 
and services to commence the business operation. The parties agreed that their relationship 
would continue without any definite term. The parties jointly shared the risks of the business 
and agreed to equally share any losses of the business. By dividing the initial management of the 
business between the warehouse, receiving and produce (Hamed) and the office (Yusut), the 
parties jointly managed the business. 
As years passed and additional stores opened, joint 
management continued with the sons of each of the parties co-managing all aspects of each of 
the stores. 
15. 
On the basis of the record before the Court and the foregoing, Plaintiff has demonstrated 
a reasonable probability that he will succeed on the merits of his claim as to the existence of a 
partnership between himself and Yusefwith regard to the three Plaza Extra stores. 
Irreparable injury to Movant by denial of relief. 
16. 
As the Court finds that there is a reasonable probability of Plaintiffs success in proving 
the existence of a partnership, he is entitled to the benefits of his status as a partner, including 
"an equal share of the partnership profits" and "equal rights in the management and conduct of 
the partnership business." 26 V.I. Code §71(b) and (t). 
8 The analysis and the result are the same if the evidence is detennined to give rise to the presumption of the 
existence of a partnership of the parties under the current 26 V.l. Code §22(c)(3), the Virgin Islands UPA. 
Defendants' proofs are insufficient to rebut the presumption of the existence of a partnership. 
Mohammad Hamed, by Waleed Hamed v.Fathi Yusufand United Corporation, SX-12-CV-370 
Memorandum Opinion and Order 
Page 19 of23 
17. 
Plaintiff maintains this action seeking equitable relief, and this Court may grant such 
equitable (i.e. injunctive) relief to enforce Plaintiff/partner's rights to an equal share of the 
partnership profits and equal rights in the management and conduct of the partnership, pursuant 
to 26 V.I. Code §75(b)(1) and (2)(i). 
18. 
Yusufforcefully contends that this case is solely about money damages, and any damage 
to Plaintiff is economic damage only, which can be remedied by an award of monetary damages. 
"[A 1 preliminary injunction should not be granted if the injury suffered by the moving party can 
be recouped in monetary damages." IDT Telecom, Inc. v CVT Prepaid Solutions, Inc., 250 Fed. 
Appx. 476, 479 (3d Cir. 2007), citations omitted. Although the alleged diversion of more than 
$3,000,000 constitutes a primary focus of Plaintiffs claims for relief, he also seeks to remedy 
what he alleges to be usurpation by Yusuf of his "equal rights in the management and conduct of 
the partnership." 
19. 
To establish irreparable harm, Plaintiff must show that his legal remedies (i.e. the 
potential award of a money judgment) are inadequate. If the plaintiff suffers a substantial injury 
that cannot be accurately measurable or adequately compensable by an award of money 
damages, irreparable harm may be found. Ross-Simonsof Warwick, Inc. v. Baccarat, 102 F.3d 
12, 18-19 (151 Cir. 1996). An award of monetary damages may not provide an adequate remedy 
where the amount of monetary loss alleged is not capable of ascertainment. Instant Air Freight 
Co. v. C.F Air Freight, Inc., 882 F. 2d 797,801 (3d Cir. 1989)9 Further, injunctive relief may 
be available where the movant can "demonstrate that there exists some cognizable danger of 
9 With regard to the August 2012 diversion of more than $2.7 million by Mahar Yusuf, president of United, to 
accounts inaccessible to Plaintiff, a real concern exists that continuing diversions will not be traceable as the Plaza 
Extra store have had no system of internal controls in existence and, to date accounting for the businesses is not 
completed beyond June 2012. (Testimony of accountant John Gaffney, Tr. 71:20-72:3; 75:11-21, Jan. 31, 2013.) 
As such, the amount of any monetary loss suffered by Plaintiff may not be capable of ascertainment. 
Mohammad Hamed, by Waleed Hamed v.Fathi Yusufand United Corporation, SX-12-CV-370 
Memorandum Opinion and Order 
Page 20 of23 
recurrent violation of its legal rights." Anderson v. Davila, 125 F 3d 148,164 (3d Cir. 1997), 
quoting United States v. W T. Grant Co., 345 U.S. 629, 633 (1953), internal quotations omitted. 
20. 
Plaintiff alleges recurring violations of his legal rights to equal participation in the 
management and conduct of the partnership business. In addition, Plaintiff claims that the 
diversion of partnership revenues to accounts inaccessible to Plaintiff without accounting or 
explanation constitutes a showing of irreparable harm because of the threat that similar 
diversions will occur in the future and diverted funds may be removed from the jurisdiction of 
the Court rendering a monetary judgment ineffectual. 
See Health and Body Store, LLC v. 
JustBrand Limited, 2012 WL 4006041, at *4-5 (E.D. Pa. Sept. 11,2012). 
21. 
The record reflects that Yusuf has arbitrarily addressed employee Issues, including 
termination of a long-term high level employee and has threatened to close the stores. (See, 
Findings of Fact, -,r40). Evidence exists in the record to the effect that co-managers in Plaza 
Extra East no longer speak with each other (Tr. 166:21-167:8, Jan. 25, 2013), that employees are 
fearful for their jobs (Tr. 158:18-159:12, Jan. 25, 2013), and that the tensions between Yusuf 
and the Hamed family have created a "hard situation" for employees (Tr. 187:5-188:8). Plaintiff 
alleges that such circumstances that flow directly from his deprivation of equal participation in 
management and control of the supermarkets reflect his loss of control of the reputation and 
goodwill of the business which constitute irreparable injury, not compensable by an award of 
money damages. S & R Corp. v. JiffY Lube Intern., Inc., 968 F.2d 371, 378 (3d Cir. 1992). 
Mohammad Hamed, by Waleed Hamed v.Fathi Yusufand United Corporation, SX-12-CY-370 
Memorandum Opinion and Order 
Page 21 of23 
22. 
Defendant's actions have deprived Plaintiff of his rights to equal participation in the 
management and conduct of the business. As such, the Court finds that Plaintiff has met his 
burden of establishing irreparable injury if injunctive relief is not granted. 10 
The balance of harms favors the Movant 
23. 
One of the goals of the preliminary injunction analysis is to maintain the status quo, 
defined as "the last, peaceable, noncontested status of the parties." Opticians Association of 
America, supra, 920 F.2d at 197, citations omitted. For more than 25 years, the parties have 
been able to equally manage and control their very successful business enterprise. For reasons 
delineated above, that Plaintiffs rights to equal management and control have been infringed 
upon by the actions of Defendant. In considering the relief sought by Plaintiff, the Court must 
assure that granting injunctive relief will not harm Defendants more than denying relief would 
harm Plaintiff. 
24. 
The remedy sought and the relief to be imposed does not deprive Yusuf of his statutory 
partnership rights to equal management and control of the business. Rather, it simply assures 
that Hamed is not deprived of the same legal rights to which he is entitled. Neither party has the 
right to exclude the other from any part of the business. Health and Body Store, LLC, supra, 
2012 WL 4006041, at * 5. The relief sought and granted to provide equal access to all aspects of 
the business will not harm Defendants more than the denial of such relief harms Plaintiff. 
25. 
Neither party has sought and the Court has not considered the prospect of appointing a 
receiver or bringing in any other outsider to insure that the joint management and control of the 
10 Most troubling is the substance of Plaintiffs Motion to Supplement the Record, dated and filed April 23, 2013, 
after the Opinion was largely completed. Therein, Waleed Hamed states that the Hamed family has been denied 
access to the supenmarket accounts and signature authorization to Hamed family members has been revoked by the 
depository banks based upon instructions from Yusuf. Deprivation of access to bank accounts and signature 
authorization on bank accounts clearly constitute denial of partnership management rights not compensable by an 
award of monetary damages. 
Mohammad Hamed, by Waleed Hamed v.Fathi Yusufand United Corporation, SX-12-CV-370 
Memorandum Opinion and Order 
Page 22 of23 
partnership is maintained. Rather, notwithstanding the animosity that exists between the parties, 
they are left to work out issues of equal management and control themselves as they have done 
successfully over the years. 
Public interest favors injunctive relief. 
26. 
The public interest is best served by the continued success of Plaza Extra Supermarkets 
or, in the alternative, by the orderly dissolution or winding down of the business relationship of 
the parties pursuant to their own agreement. Enforcement of statutory rights of the partners is 
best suited to accomplish that end. 
27. 
The public interest is served by the continued employment of 600 Virgin Islanders and 
the continuity of this Virgin Island institution operated according to law and their agreement. "It 
is not only in the interest of [Plaintiff] that this court grant a preliminary injunction against 
[Defendants], but it is in the public interest to ensure that the management of [Plaza Extra 
Supermarkets] be properly maintained and the premises remain available for public use-they 
being an integral part of the St. Croix economy." Kings Wharf Island Enterprises, Inc. v. 
Rehlaender, 34 V.L 23,29 (Terr. Ct. 1996). 
CONCLUSION 
Injunctive relief is appropriate to preserve the status quo of the parties, their partnership 
and business operations, by ensuring that the parties' statutory rights are preserved and enforced. 
The Court's Order entering injunctive relief must state its terms specifically and describe in 
reasonable detail the act or acts restrained. Caribbean Healthways, Inc. v. James, 55 V.L 691, 
700 (2011), quoting Fed. R. Civ. P. 65(d)(1)(8) and (C). 
Consistent with this Court's Findings of Fact and Conclusions of Law a separate Order of 
even date will accompany this Memorandum Opinion, directing the parties as follows: 
Mohammad Hamed, by Waleed Hamed v.Fathi Yusufand United Corporation, SX-12-CV-370 
Memorandum Opinion and Order 
Page 23 of23 
1. The operations of the three Plaza Extra Supermarket stores shall continue as they have 
throughout the years prior to this commencement of this litigation, with Hamed, or his 
designated representative(s), and Yusuf, or his designated representative(s), jointly 
managing each store, without unilateral action by either party, or representative(s), 
affecting the management, employees, methods, procedures and operations. 
2. No funds will be disbursed from supermarket operating accounts without the mutual 
consent of Hamed and Yusuf (or designated representative( s)). 
3. All checks from all Plaza Extra Supermarket operating accounts will reqUire two 
signatures, one of a designated representative of Hamed and the other of Yusuf or a 
designated representative of Yusuf. 
4. A copy of the Order accompanying this Opinion will be provided to the depository banks 
where all Plaza Extra Supermarket operating accounts are held. 
5. Plaintiff shall forthwith file a bond in the amount of Twenty-Five Thousand Dollars 
($25,000.00) with the Clerk of the Court, and shall provide notice of the posting to 
Defendants. (Plaintiffs interest in the "profits" accounts of the business now held at 
Banco Popular Securities shall serve as additional security to pay any costs and damages 
incurred by Defendants if found to have been wrongfully enjoined.) 
Douglas A. Brady 
Judge of the Superior Co 
ATTEST: 
VELASQUEZ 
FOR PUBLICATION 
IN THE SUPERIOR COURT OF THE VIRGIN ISLANDS 
DIVISION OF ST. CROIX 
MOHAMMED HAMED by his authorized agent 
) 
) 
WALEED HAMED, 
Plaintiff ,) 
v. 
FATHI YUSUF, and UNITED CORPORATON, 
) 
) 
) 
) 
) 
Defendants. ) 
) 
--------------------------) 
ORDER 
CIVIL NO. SX-12-CV-370 
ACTION FOR DAMAGES; 
PRELIMINARY AND PERMANENT 
INJUNCTION; DECLARATORY 
RELIEF 
JURY TRIAL DEMANDED 
The Court having issued its Memorandum Opinion of this date, it is hereby 
ORDERED that Plaintiffs Emergency Motion to Renew Application for TRO, filed 
January 9, 2013, seeking entry of a temporary restraining order or, in the alternative, preliminary 
injunction is GRANTED, as follows: 
ORDERED that the operations of the three Plaza Extra Supermarket stores shall 
continue as they have throughout the years prior to this commencement of this litigation, with 
Hamed, or his designated representative(s), and Yusuf, or his designated representative(s), 
jointly managing each store, without unilateral action by either party, or representative(s), 
affecting the management, employees, methods, procedures and operations. It is further 
ORDERED that no funds will be disbursed from supermarket operating accounts 
without the mutual consent of Hamed and Yusuf(or designated representative(s)). It is further 
ORDERED that all checks from all Plaza Extra Supermarket operating accounts will 
require two signatures, one of a designated representative of Hamed and the other of Yusuf or a 
designated representative of Yusuf. It is further 
Mohammad Hamed via Waleed Hamed v.Fathi Yusuf and United Corporation,SX-12-CV-370 
ORDER 
Page 2 of2 
ORDERED that a copy of this Order shall be provided to the depository banks where all 
Plaza Extra Supermarket operating accounts are held. It is further 
ORDERED that Plaintiff shall forthwith file a bond in the amount of Twenty-Five 
Thousand Dollars ($25,000.00) with the Clerk of the Court, and shall provide notice of the 
posting to Defendants. (Plaintiffs interest in the "profits" accounts of the business now held at 
Banco Popular Securities shall serve as additional security to pay any costs and damages 
incurred by Defendants if found to have been wrongfully enjoined.) 
ATTEST: 
By: 
r--z.~ 
Douglas A. Brady 
Judge of the Superior C urt