Russell Corporation V. Andre Apaid (Premium Apparel S.A)

Case 1:07-cv-00423-JOF Document 1 Filed 02/20/07 Page 1 of 15
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IN THE UNITED STATES DISTRICT CO URT vFILED
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FOR THE NORTHERN DISTRICT OF GEORGIA,
ATLANTA DIVISION
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RUSSE LL C ORPORATION
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Pla intiff,
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C IVIL AC TIO N
v.
PREMIUM APPARE L S.A.
FILE NO. :
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-J- ~ ' 1 23
Tria l By Struck Jury Demanded

a nd
ANDRE M. APAID , JR.

D efe nd a nts.
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COMPLAINT
Plaintiff Russell Corporation ("Russell"), makes and files this Complaint
against Defendants Premium Apparel S .A . ("Premium Apparel") and Andre M .
Apaid, Jr. ("Apaid") (collectively, "Defendants"), and shows as follows :
NATURE OF THE ACTIO N
1.
Pursuant to the Federal Declaratory Judgment Act, 28 U .S.C. 2201, et seq ,
Russell brings this action seeking a judgment declaring the rights and other legal
relations of the parties, and thus settling and affording the parties relief from
uncertainty and insecurity stemming from an actual controversy concerning their

rights, status and other legal relations . Specifically, Russell seeks a declaration
that the existing business relationship between Russell and Defendants (the
"Business Relationship") does not impose any further obligations upon Russell,
and, in any event, to the extent that the Business Relationship can be construed to
impose any further obligations on Russell, it is unenforceable and/or terminable at
will .
PARTI ES, JURI SDICTION AN D VEN UE

L .
Russell is a Delaware corporation authorized to transact business in Georgia,

with its principal place of business located at 3330 Cumberland Boulevard, Suite
800, Atlanta, Georgia 30339, in Cobb County . Russell is engaged in the business
of selling, supplying and marketing apparel, sporting goods, and equipment within
the U .S . and worldwide .
3.
Upon information and belief, Premium Apparel is a foreign company, with
its principal place of business located at Rue Frere Simon, Port-au-Prince, Haiti .
Premium Apparel is engaged in the business of sewing and finishing clothing
fabric .
2
4.
Upon information and belief, Apaid is a resident of the state of Florida, and
maintains a residence at 7209 NW 41st Street, Miami, Florida 33166.
Upon
information and belief, Apaid is the sole principal of Premium Apparel .

5.
This Court has subject matter jurisdiction in this action pursuant to 28
U .S .C . 1332(a) because the claims are between citizens of different states and a
citizen of a foreign state, and the amount in controversy exceeds $75,000 exclusive
of interests and costs .
6.
This Court has personal jurisdiction over Defendants with respect to the
claims set forth in the Complaint . Pursuant to the Georgia "long arm" statute,
O.C .G .A. 9-10-91(1), Defendants are subject to personal jurisdiction in Georgia
because they transact business within the State of Georgia and this lawsuit derives
from that business. Specifically, Defendants have entered into a business
relationship with Russell, a corporation whose principal place of business is in the
State of Geo rgi a, and the cl aims at i ssue here ari se out of that bu siness re l ati onship.
In addition, among other contacts with the State of Georgia during the course of
this business relationship, Defendants have traveled to Georgia in connection with

3
the Business Relationship, and purposefully availed themselves of the privileges

4
and benefits of doing business in the State of Georgia .

7.
Venue is proper in this Court pursuant to 28 U .S .C. 1391 because a
substantial part of the events or omissions giving rise to the claims occurred in this
judicial district, and the defendants are subject to personal jurisdiction in this
judicial district .
FACTUAL BACKG ROUND
8.
Russell incorporates by reference, as if fully set forth herein, the allegations
in paragraphs I - 7 above.
9.
In April 2005, Russell and Premium Apparel entered into bilateral
discussions designed to work out a business relationship, under which Premium
Apparel would sew t-shirts for Russell in return for a fee . The principal
participants in the discussions included Russell former Senior Vice President Julio
Barea ("Barea") and Apaid . Russell's former Chief Executive Officer Jack Ward
also was involved in some discussions, though peripherally .
10 .
During the discussions, Apaid actively participated in dealings with Russell
such that his actions were purposeful .
1 1.
In the first half of 2005, Russell and Defendants orally agreed to the
Business Relationship . Under the Business Relationship, Russell would ship
unfinished material from its Alabama facilities to the Premium Apparel plant in
Haiti . Premium Apparel in turn would process the material into finished t-shirts,
and then ship the finished t-shirts back to Russell's Alabama facilities .
12.
Premium Apparel represented that it was prepared to sew Russell's t-shirts at
a minimum rate of 30,000 dozens per week, under the following pricing schedule :
(a) for the first six months, Premium Apparel would sew Russell's t-shirts at a
price of $2 .05 per dozen t-shirts ; (b) for the next six months, Premium Apparel
would sew Russell's t-shirts at a price of $1 .90 per dozen t-shirts ; and (c) after
twelve months, Premium Apparel would sew Russell's t-shirts at a price of $1 .80
per dozen t-shirts . Copies of emails dated April 18, 2005 and April 25, 2005
relating to this discussion, are attached as Exhibits "A" and "B," respectively .'
1 3.
The parties never agreed to a specific duration for the Business Relationship .
14.
Premium Apparel thereafter began sewing Russell t-shirts .
15 .
On several occasions, Apaid visited Atlanta to meet with Barea and other
Russell employees, and during such meetings, discussions of the Business
Relationship took place .
16.
However, in early 2006, the Business Relationship began to sour . Material
interruptions in production at Premium Apparel frequently ensued, provoked at
least in part by the tumultuous political climate in Haiti .
For the convenience of the Court, and in certain instances to protect privileged
communications, Russell has redacted all portions of an e-mail chain except for the
specific e-mail communication cited in the Complaint .
17.
In fact, during most weeks in early 2006, Premium Apparel was sewing well
below its minimum rate of 30,000 dozens t-shirts per week . During the first 8
weeks of 2006, Premium Apparel fell some 53,900 dozens behind schedule .
18.
During 2006, Russell began looking to other sources in more reliable
locales, and with more competitive production and price schedules . Russell
ultimately determined that securing services from alternate sources was preferable,
including maximizing the use of its own lower cost facilities, and decided to phase
out orders at Premium Apparel .
19 .
On August 30, 2006, Russell's Executive Vice President, Richard D . Medlin
("Medlin''), notified Apaid of Russell's decision to stop ordering from Premium
Apparel, with all orders to cease on or before December 31, 2006 .
20 .
Apaid objected, insisting that Russell agreed to a "long-term commitment"
with respect to the Business Relationship, and urging that, if Russell ceased orders
from Premium Apparel, Russell should undertake a $2,400,000 .00 buy-out of
Premium Apparel "to cover the residual value of [Premium Apparel's]

7
investment." See Sept. 5, 2006 e-mail, attached as Exhibit "C ." However, in
making this claim, Apaid provided no written substantiation for his assertion that
the parties agreed to a "long-term commitment," or for how long this
"commitment" was to last . Nor did Apaid identify any legal obligation for Russell
to cover the residual value of Premium Apparel's investment .
21.
Thus, on September 6, 2006, Medlin advised Apaid by e-mail that, "[u]nless
you can provide any written confirmation of a long term commitment to you, on
behalf of Russell, I would ask that you begin to think about how we can help you
manage the transition to phase production out ." A copy of the September 6, 2006
e-mail is attached as Exhibit "D ."
22 .
Apaid never produced any written confirmation of a "long-term
commitment," and in any event, none exists .
23 .
Moreover, Apaid never asserted that Russell and Defendants agreed to any
specific duration for the Business Relationship .
24 .
Nonetheless, Russell, concerned about the controversy suggested by Apaid's
September 5 e-mail, and sensitive to Apaid's need to manage the transition to
phase out production, offered to further discuss the transition.
25 .
To that end, on September 1 7, 2006, Medlin agreed to meet with Apaid, to
address Apaid's concerns . However, Apaid adamantly refused Medlin's proposal
and proclaimed that Russell agreed to a "long-term commitment" under the
original pricing schedule of the Business Relationship . Medlin, therefore,
reiterated that Russell would phase out orders by December 31, 2006, but offered
other alternatives. A copy of the October 1, 2006 emai ; reflecting this response is
attached as Exhibit "E ." Russell made a subsequent offer on December 2, 2006,
but no response was received from Apaid until December 15, 2006 . Copies of
email correspondence dated December 2,
2006, December 13, ?006, and
December 1 5 , 2006 are attached as Exhibits "F," "G," and "H," respectively .
26 .
On December 15, 2006, Apaid responded by escalating the controversy, not
only rejecting the offer made by Russell, but further stating that Apaid has engaged
"counsel" since "our direct discussions appear to have reached an impasse" and he
would otherwise incur "irreparable damage caused by a unilateral stop of

production" (Dec . 15, 2006 e-mail, attached as Exhibit "H") . Apaid suggested a
mediation process to resolve the dispute . (id.). Repeatedly Apaid characterized
the state of the Business Relationship as a "dispute," in which Russell's "offers do
not
. fully account for all the damages that a unilateral decision to stop
production would do to us as recognized under Haitian as well as US law" (Dec .

26, 2006 e-mail, attached as Exhibit "I"), and warning that there are "risks to both
parties if we do not reach a resolution" (id .).
27 .
Apaid offered to release Russell from further obligations if Russell agreed to
accept done-sided production and pricing schedule . See Dec . 26, 2006 and Nov .
20, 2006 e-mails, attached as Exhibits "I" and "J ." Alternatively, Apaid proposed
a non-binding mediation procedure to address what he continued to describe as a
"dispute." See Dec . 15, 2006 e-mail, attached as Exhibit "H ."
28 .
In order to alleviate the obviously escalating tension, Russell extended the
Business Relationship through January 31, 2007, and engaged Apaid in discussions
to reach an agreement that would allow Russell to continue working with Apaid
and Premium Apparel . (See Dec . 18, 2006 email, attached as Exhibit "K")
10
However, these discussions quickly stalled, with Apaid persisting that Russell
agreed to a "long-term commitment" under the original pricing schedule of the
Business Relationship. Apaid, now mounting a full court press, forebodingly
added that if Russell ceased orders from Premium Apparel, he would "revert to
other measures ."
29.
Phone calls placed by Apaid to Medlin during this same period, some of
which Medlin took while located in Atlanta, Georgia, were similarly laced with
intimations of the consequences should Russell end production .
30.
On January 11, 2007, Medlin sent Apaid an e-mail setting forth Russell's
final offer for production and pricing terms going forward, by which Russell would
extend production with Premium Apparel for the remainder of 2007. See Jan. 11,
2007 e-mail, attached as Exhibit "L .'" Apaid rejected the offer. See Jan . 23, 2007
e-mail, attached as Exhibit "M ."
31 .
Understanding the real and immediate threat of being haled by Defendants
into court, Medlin e-mailed Apaid on February 7, 2006, reiterating Russell's offer
as set forth in Medlin's January 11, 2007 e-mail . In the February 7, 2007 e-mail,
11
Medlin gave Apaid until February 14, 2007 to either accept or decline Russell's
final offer, otherwise Russell would cease all product shipments to Premium
Apparel without further notice . A copy of the February 7, 2007 e-mail is attached
as Exhibit "N ."
32.
After notifying Medlin that he was in "consultation" regarding the matter
(Feb . 8, 2007 e-mail, attached as Exhibit "0"), Apaid rejected Russell's offer, and
proposed an untenable counter-offer . See Feb . 13 email attached as Exhibit "P ."
On February 19, 2007, Russell rejected Apaid's counter-offer .
33 .
Russell, having adhered to all of its obligations under the Business
Relationship and having attempted to propose a solution that would allow the
parties to continue working together, is now left in the position of either continuing
to place orders with Premium Apparel pursuant to alleged obligations it does not
believe it owes, or stopping the orders .
34 .
Should it elect to stop orders, however, Russell is faced with risk stemming
from the unsettled and disputed obligations between the parties . Defendants have
repeatedly, albeit without any valid basis, threatened litigation if Russell stopped
12
placing orders with Premium Apparel, on the ground that Russell agreed to a
"long-term commitment" and thus may not terminate the Business Relationship .
While Apaid's claim is unsubstantiated and wholly unjustified, Russell is faced
with the specter of baseless claims and litigation that has been repeatedly
threatened . Absent resolution of this controversy, Russell is faced with uncertain
rights and legal relations .
35 .
Consequently, this case presents an actual controversy, in which Russell and
Defendants are asserting adverse claims, upon a state of facts wherein a legal
judgment is sought by Russell to provide it relief from uncertainty and insecurity
with respect to its rights, status, and legal relations .
36 .
The ends of justice require that a declaration of the parties" rights should be
made.
COUNT ONE
DECLARATORY JUDGMENT
37.
in paragraphs 1 - 36 above .
13
38 .
As shown above, there is an actua l and justi ciab le controversy between
Russell and Defendants growing out of the above-stated facts and the abovereferenced Business Relationship .
39 .
Russell seeks a declaratory judgment from the Court that Russell owes no
further obligations to Defendants .
COUNT TWO
DECLARATORY JUDGMENT
40 .
in paragraphs 1 - 39 above .
41 .
As shown above, there is an actual and justiciable controversy between
Russell and Defendants.
42.
In the alternative to the relief sought in Count 1, Russell seeks a declaratory
judgment from the Court that, because the Business Relationship lacks a specific
duration, the Business Relationship is unenforceable and/or terminable at will .
14
WHER E FORE, Russell respectfully requests the following relief from this
Court :
(1)
A trial by struck jury on all issues so triable ;
(2) a declaratory judgment against Defendants declaring that Russell

owes no further obligations to Defendants ;
(3)
alternatively, a declaratory judgment against Defendants declaring
that the Business Relationship is unenforceable and/or terminable at will ;
(4) an award of all attorney's fees, costs, and expenses incurred in this
matter; and
(5) such other and further relief as the Court deems appropriate .
Jury Dema nd : Plaintiff req uests trial by a struck ju ry.
Respectfully submitted, this 20th day of February 2007 .
C
.
~~4-4
VJ
L . Joseph Loveland
Georgia Bar No . 459350
Robert C. Khayat, Jr .
Georgia Bar No . 416981
KING & SPALDING LLP
1180 Peachtree Street
Atlanta, Georgia 30309
(404) 572-4600
(404) 572-5134 (facsimile)
ATTORNEYS FOR PLAINTIFF
RUSSELL CORPORATION
15
Case 1:07-cv-00423-JOF Document 1-1 Filed 02/20/07 Page 1 of 2
REDACTED
--original Message
From: Andy
To : Sanchez, Aymaza
Cc : bgQacn2 .net, eapaidQacn2.net
Sent: 4/18105 1-06 PM
Subject: Quote T-Shirts
Dear Aymara,
I thank you for your recent visit and the opportunity given to
me to plan the manufacturing of T Shirt for Russel Corporation Further
to
our conversati on, I suggest the fo llowings :
I am interested m a long te rm arrang eme nt and relationship that w ill
be
beneficial to both parti es .
I am prepared to s ew the T Shirt at a rate of 30000 dozens per week
minimum, at the puce of $ 2 .05 /dazes during the first 6 months of
production. This period will sta rt after the tri al run. The price
wi ll
be reduced to $1 .90 for the next 6 months of production and S1 .80
thereafter.
I will supply all nec e ssary equipm ents for th e proj ect.
In order t o benefit from the economy of scal e, I would like the
volume
to increase to 45000 dozens /week I p lan to justify the worthine ss
of
such increase, by on tim e de livery of quality products.
I would also like you to know that I am interested in m aking pl acket
shirts if it can be included in our plans .
Should you have further questions concerning this pl an, pl e as e do no t

hesitate to contact me or Elisabeth o r Bob, any time a t your
conveni ence. O ur num bers are as follows :
Andy Apaid : 509-555-3330 andyQa acn2 .net
Elisabeth Apaid : 509-561-3425 espaid@acn2.net
Bob Godefroy : 509-554-4204 bg@acn2 .net
I would like you to confirm your interest in materializing this project .
By so doing, this will enable me to proceed into securing buildings,
equipments and other business aspects relating to this venture .
Sincerely.
Andre M. Apai d
REDACTED
REDACTED
- - - - - -From
: SanchezAymara@russellcorp . com [mailto :SanchezAyi nara@russellcorp .com]
Sent : Monday, April 25, 2005 6 :07 PM
To : bg@acn2 .net
Cc : andy@ a cn2 . net; eapa id C acn2 . n e t; SanchezAymara@russellcorp .com
Subject : RE : RAMP UP SCHEDULE
P, . .
e a
Andy, Elizabeth, Bob :

The price you offer was accepted, the price structure will as follows
> $ 0669- Russell minutes . ( First 6 mantles) _ $ 2 .05 - dz ( using Russell minutes for
Style 29M or 363M) both same basic Ts
2> $ .0620- Russell minutes . (hlext 6 months) = 1 90 - dz (using Russell minutes for
Style 29M or 363M) both same basic T's
3> $ .0587- Russell minutes . ( Final Prize After 12 months ) $ 1 .80 - dz ( using Russell'
minutes for Style 29M or 363M ) both same basic T's
The build up schedule needs to start ASAP, I'm considering about 8 weeks for
you to have all equipment and people in place . and I'll have the wip in place
attached my suggested build up by week considering what you have sent by
month )
Also we need to talk about all our systems, purchasing systems, etc .
I'm traveling to Haiti in May 8 , and need to have a meeting with your
Manufacturing group and the Plant Manager.
0
Information needed,
1 . Plant Name
2 . Address
3 . Telephone numbers
4 . Contact Names such : Plat Manager, QC Manager, Logistic & Planning .
5 . Wrap Certificate number (ff already exist) or plan to audit the plant once start .
Best regards,
Please provide a phone number so I can talk to Elizabeth about the plan .
Thanks!!
Ay m ara
REDACTED
REDACTED
--- -- origina l Mes s a g e--- -From : "Andy Ap a i d " { andy@a c n2 . net >
Dat e : Tu e, 5 S ep 2 00 6 11 :20 : 21
^ o :[f ruitrdm@myc i n gu lar . bla c kberry . net 5 , <rmedlin@fruit .com>
cc :cgmithefFU'_ t4c om}, Clifford@ ag acorp .com>, <eap a id @a cn 2 .n et >
Subj ect : P remiuml FOL Propo sal
Dea r Mr . Medlin,
Needless to tell y how much the news that you have

given t o us at the meeting of Avaust 30th
surprised us . We are hopping that
you reconsider your pos i ti o n as we know that with some effort we can reach the
necessary target and work on freight alterna ti ves for FOL to see its interest
i n continuing to work i n Haiti .
Understanding that your decision to stop working in Haiti may be

final, we ask that you use a fair and reasonable approach to solve the
problems that will be caused by such a stcp . To better explain the position
we expressed to you in our first face to face meeting, I am attaching a letter
sent on June 2nd 2006 to Mr . Jack Ward the previous CEO of Russell
Coxporation .
Our obligations & debts for th e dedicated and requested service,

under the conditions described in the letter to Mr . Ward, put us in a very
serious situation with loan Obligations exceeding S1,BOO .OQO .QO, this is not
including personal family money -invested in the ventur e nor is it taking into
account the impact of Gildan's business reduction in our other 5aeilitiss,
programmed to be compensated by increased volume in case the reduction was due
to a reaction of the start up of the Russell relationship . This agreement was
made at a time when other Tee-shirt labor suppliers refused to work for
Russell and where existing suppliers were ove r a long period of time not
ceiivering their volu:nea . The two highest executives at Ruesell knew of our
capacity to quickly put up performing plants, as we had done in the past,
Under the described circumstance, it maces it unlikely to be able

to use such a large capacity for any other customer in cas e of a Ausselll :oL
pull out .
0 1
This situation & those conditions were well known 1;~y the
executives at Russell, prior to the purchase of Russell by Berkshire Hathaway
(FOL) and were expressed to the FOL repreentative during our exchanges prior
and after the finaii2ation of the acquisition, at which time they expressed
the belief that FOL would probably continue and brow in Haiti.is i s why we
were so ap~imi~tic a~ ^f~rst -and surprised during our visit .
The executives of Russell understanding the Circumstances Under

which they entered into the relationship with us made the necessary
arrangements to reach at least the v e 9f 49a_4pD_d s and maintain our
c i; r : er.C price until we r ce 9 c ontecut 1 v e weeks at 46,000 dozens/week at
which time we would lower the pr i ce_to 0 . 06/minute . This level of 48,440
dozens/week was to be only temporary until we could reach better days in which
we would use the full plant capacity and replace lost business .
Today we find o u rselves in a major financial problem and ask that

you consider the listed options to find a reasonable and fair conclusion to
.this situation .
Op tion 1 : December 2006 Cl o sing
a) - The plant continu es and maintains its productio n plans at 48,000

doz e ns/week and clos es in De cembe r 200 6 .
h) 'Under this option F OZ/RUSe l I would- om ersat e Premium Alp nar e l for a
v a lu e o f $2,400,000 t o cover th e residual va l u e of
i ts lnv e atm en t .
G } - FOL//Russ e ll w = 11 a l so mak e nec e ss a ry financial
pay:ne r t of t h e_ L~kye fi of th e wor ke r s and s taff .
ar ran gemen t for the
Option 2 : December 2007 closing

a) - After 4 consecutive weeks at 46,000 dozens (we expect this to be in
October 2006), a reduced rate of $0 .06/minute (51 .63/dozen) will be put its
pace .
b) - This price will remain in affect until e reach a volume of 60

.000
dozens/week, at which time the price will go down
.75/dozen,
to 51 this target
volume must be planned for no later then March 2001 for the remainder of the
year .
c) - In December 2007 the plant will close with FOL/Russell making all the
necessary financial arrangements to pay the layoff of the workers and staff .
d) - Fre:ni%:m Apparel will liquidate the equipment in the facility to enter at
its residual value the oalance of its investment .
P, ..
option 3 : Dece mb er 2 00 8 c l o sing

a) S a m e as Op tio n 2 a) & b) b ut in Ju l y 2007 at the v olum e of 65 , 000
dozens/week the price will gQ to $1,5p/dgz e n un t il December 2 0 08 ,
b)
- At that tim e the pl a nt will clo se .
c) - FDPI/Russell will m a ke necessary financial arrangement to pay for the

layof f of the w orker s a nd st aff .
d) P rem iu m App arel will liquidate t h e e qu ip ment i n th e f aci l i ty t o enter at
ite resid ual v a lu e t h e b alance of i ts investment .
Possibility for options 2 and 3

If, in spite of the difficult circumstances described above and in the letter
to Mr . Ward, during the execution of option 2 or 3, through the efforts of
FOL/Russell or through our own, we find work or customers willing to engage
and replace FOL/RGsseli activities we will plan together a phase out of
FOL/Russell production .
We intend during that period to make all efforts to lower transportation cost
and to analyse possibl e furth e r reductions for among term relationships that
will entice FDLT/Russell to see its interest in staying ir. Haiti .
W ith th e risk o f s o u n d in g ten - bus-Hes s l ik e : afte r the re cen t phila n t h ro p ic

g e szure o f M r . B L f fa t I consid e r an opportunit y , an honor and bles s in g to
develop a tie to his i nter es t s . H a i t i remai n s o f a ll the countries o n t h is
side of the worl d the most in n eed to catch u p to other countries and help
through job s th e pli g h t of i ts 60% u n emplo yed .
Mr . Medlin, my son and I remain ava?lable to meet with you or anyone that you
j,jdge necessary so that we can convey our sentiments and the logic of our
position .
Sincerely,
Andre M . Apaid
-- -- Message from "Andy Apa i d" {8 ndy @alphs -rnter . net> on Wed, 7 Jun 2006 20 01 05 +0000 GMT ---T o : wardj a c k@russellcorp . cam
subject : Situation of Russell - Hai ti project
0,0
Deer Jack,
hope as I write to you that the situation with the Russell Acquisition is not causing
you and all the good people of Russell too much trouble . I really hope that it opens new
doors for the benefit of the company.
During our meeting of May 7" I believe that I expressed fairly clearly my situation
with the investment that we did for Russell . Though I believe you Dean and Erick
understood very well l thought that this letter would be a useful reminder to you so that
your continued efforts minimize the impact of devastating decisions for me and the
overall investments of our family . So please bear with me as I outline what took place :
1) In April 2005, I received a phone call from Julio Barea asking me to manufacture
Tee-Shirts for Russell,
2) I began a series of negotiations through Julio and Aymara, who were having
difficulties engaging new contractors in Haiti and who were having difficulty obtaining
committed Tee-Shirt volume from existing contractors . I did express my difficulty with
the stiff position of one of my clients about dealing with Russell . But considering my
relationship with the current Russell management I informed him that I would try to work
out a way . As you can understand the call was relatively direct and I felt that my
relationship with Russell management was worth the risk to find a way to make this
work .
3) At that time I was produc ing 70 , 000 dozens for G ildan in I plant and my brother
was producing another 50,000 dozens in another plant .
4)
1 agreed that I would set up for Russell a plant with an initial volume plan of 45,000
dozens per week. But Julio and !a greed that if Gildan hurt me when I would announce
it to them, that whatever volume they would remove from my main 70,000 dozens plant,
it would be replaced by Russell as soon as possible .
5) As it turned out G ildan, somewhat after J made the Russet l equipment and fac ility
investment of approximately $2,8M illion, did reduce my volume to 36,000 dozens per
week whi le other vendors that were at 30,000 dozens were brought up to 60,000
dozens per week. Some of these vendors had refused the request to work with Russell
wh en Aymara, and Julio contacted them .
6) 1 have consistently been pressed by Russell to ramp up faster and to invest in a
bu ild up to 65,000 dozens per week and bought the equipment to do so . Our Ramp-Up
plan was agreed to and most of the personnel was in place and in tra ining to get up to
close to that level when f received the phone call to stop the ramp up ,
7) The last 12 months have been very difficult for me as I have the Gildan plant a t
a lmost breakeven with a difficult cash flow to p a y ba ck the bank for an investment of
'~ It
equipment for 70,000 dozens per week .

8) I therefore found myself with investments in 2 plants working at around 55% of the
invested capacity end a very stiff loan payment schedule .
9) Needless to say that replacement of Gildan reduced volume was not possible from
Russell .
10) Material contral personnel at Russel have acknowledge that the pipeline control
have intermitantly caused us difficulties but the problem has been corrected since our
visit and has considerably improved .
Jack, I have always been reasonable in my dealings with you over the years and
normally would not plead so strongly but I need your help . Our plant invested for you
has been brought back from 42,000 (material disrupted) dozens to 30,000 overnight
with personnel and equipment in place to reach over 60,000 dozens . This week t have
been told that we are to shutdown 5 weeks between now and December excluding the
Christmas Shutdown of 2 week .
Though Clifford and I felt very comfortable with Dean and Erick when we met them and
we understand that they are managing a complex situation, I do feel Jack that your
direct input is going to be necessary to bring some fairness to the orientation of the
business and to help me get out of this situation .
1 } I need that you find a way not to cause any shutdown to our plant during this end
of year.
2)
1 kindly ask that you make all efforts to maintain our production to a level closer to
50,000 dozens as with others, while we waft for better days .
I am prepared to bring the price of the labor to $1 .75 per dozen on the 3rd month after
we hit and maintain the level of 60,000 dozens per week .
In the meantime f will be very anxious to hear from you on making sure we do not
shutdown at this critical time .
Again Jack, I would like you to rest assured that we will remain a quality and volume
reliable supplier as we have always been to you . As soon as the learning curve and
difficult moment is over and you can put the right volume in our facility we will also
become more and more competitive, in particular as our hope that new US legislation
opens the doors to more interesting business with Haiti .
If you feel that I should come up and see you and Dean I am prepared to do so upon
notice .
Thank you again for all the efforts you will do
Sincerely,
Arrd re M, Apatd ion- bd
Thanks for using ACN mail Serv a c e s,
Page 1 of 1
REDACTED
R ick Medlin/HQIFOTL
To andyiCacn2.net
OC lehmanenc@russe llcorp com
Subject September 5 , 20 06 Memo
09/0612006 0 1 00 PM
Dear Mr . Apaid,
am In receipt of your memo . We will review your Information, however, I can say that you
should expect our decision to remain consistent with what we communicated to you on 8/30/06 that we will plan to
phase out of production at your facility by 12131106, As I have stated, we will make every reasonable effort to
make the transition as smooth as possible for both companies . Unless you can provide any written confirmation of
a long term committment to you, on behalf of Russell, I would ask that you begin to think about how we can help
you manage the transition to phase production out . I look forward to hearing from you .
.i .+.t.t.r...rr+a. .re . . .s..re . .r.~.ae .+M.. . . .+ r..~.r. . . v rr.. ..ee.
This communication contains information which i s confidential and

may also be p rivi leged It i s for the exclusive use of the inte n ded
re cipient(s) If you are n ot the intended recipient(s), please note
that any d istri b ution, copying or use of this communication or the
information in it is s t rictly prohibited If you have received this
co mmu ni cat io n i n e rror, please notify the sender immediately and
then destroy any copies of IL
9i6/ zao6
11
Page 1 of 1
REDACTED
Rick M edlinlHQlFOTL
To
An dy Apa {d
cc
101 01 1200611 .36 AM
Subject options
Dear Andy,
While Russell disputes any obligation for a long term commitment to Premium, we are prepared to
offer your organization one of the following options to transition out of the Russell business-
1 . Run at the current volume (48,000 dz/wk) at the price of $1 80 per dozen through December 31, 2006 .
2 Effective November 6, 2006 reduce volume to 20,000 dzlwk through June 29, 2007 . Price would remain at
$1 80 per dozen .
3 . Effective November 6, 2006 reduce price per dozen to $1 .10 and reduce volume to 20,000 dz/wk through
December 31, 2007 .
Any of the options listed would require a signed agreement binding Premium to produce product to Russell's
quality and deliver specifications and releasing Russell of any obligations beyond such agreement . Premium
would be permitted to reduce/replace Russell production volume with other customers at any time with four weeks
notification to Russell .
wil l need to have your answer by October 6, 2006 Otherwise we will revert to Op t ion 1 .
e . .rwMr++ . .. +w eewr i .+. . r++rr . .a . rw ..+.ar+.sar.rara.a.r,..rr i} +rs+ Mrw+
This commu ni cat io n conta ins i nformat ion which is co n fi d en tial and
may also be pr ivileged I t is for th e excl u sive u se of the in tended
rec ip ie nt(s) I f y o u are not the i ntended recipient(s), pleas e note
th at a ny d is tnbution, copying or use of th is communic at ion or the
information i n it is stri ctly p roh ibited If y ou have received this
communication in erro r , pleas e no tify th e sende r imme di ately and
th en d estroy a ny copies of it
rrr.ra.......r.. .. .r.we . .ra........rr,rrr.ra..++ .-r++~h+ . . . .. rf..s ..x.a
11/29/2006
Case 1:07-cv-00423-JOF Document 1-6 Filed 02/20/07 Page 1 of 1 Page 1 of 1
Champion, Chris
From : RMedIEn@fruit com
Se nt : Saturday, December 02, 2006 12 .23 PM
To : Andy@acn .com
Cc : Champion, Chris ; Lehman, Eric, Price, Rocky
S ubj ect : Phase-Out
Andy,
First let me say that I apologize for not being available to discuss plans by phone 1 am now prepared to
give you our final offer and t feel it best to give it to you in writing so you can study the options and let me know
~ which course you choose to take
Options :
1 Continue to run at 40,000 dz, per week but phase to zero at the end of March of '07 . (Cost per dz. : $ 1 80)
2 . Change run rate to 20,000 dz . per week and run through the end of June of '07 . (Cost per dz. : $1 .80)
3 . Continue to at 40,000 dz . per week through the end of June of '07 but change the cost per dz to $1 .10
immediately
Please let m e know which o ption you wish t o go forward wi th , oth erw ise we wi ll contin ue with o ur p lan to phas e
out production ay 12/31/06 .
r..r a .a rr .s. .. r. . .a.r. .r .aararrrr. .r .rsarr r rrar +*riaa+rirr i r++i.arr.
This com m u n icat ion co ntains information which is confi denti al and
may also be privileged It is for the exclusive use of the i n te nded
recipient(s) If you a re not the intended recipient( s ), pl ease note
tha t any d istrib ution , copyi n g or us e of th is communication or the
i n forma tion in it is st ri c tly p roh i bited . If you have rece ived this
commun icatio n in erro r, please not rfy the sender i m m ed iately and
i
th en dest roy any copies of it.
i
#~Mw~ww+a .~F~ HK iw~~* . M+i~ 1 Rk ~N *~*F+fMN f aN~M ##w w1rww~ f~IrwhFFMU/~
12/3/2006
Page 1 of 1
REDACTED
Rick MedlinlHLNFOTI-
121 13 12UD6 02 20 PM
To Andy Apaid
cc
Subtect options
Andy
Since you have not responded to my email of 12/2106 in which I offered you three options for phase out of
production, l am alerting our planning department to execute the 12/31/06 phase out . If want to follow any of the
three options you need to respond, by email, to me by 12118/05 .
ar r. .a . r.rr ...r.. ..ri .. .rrwe~i~.a+.+w.ww . .rr ...r . . . w. . ..r......+r.~..r.
T h is co m mun icat r on contains information wh ich is confidential and

may a lso be pr ivileged I t is for the exclusive use of the intended
reci piert(s) If you are n ot the i ntended reci pi e nt(s), p l ease note
that an y drstribut ion , copy ing o r u se of this comm unrca tton or the
info rmati o n in it i s strictly prohibited If you have re c eived the
commu ni ca tion in e rror, please notify the sender immedia tel y and
then de stroy any copies of it
Mri+M ~ai.i iaa t w t~..i-` a H A Ii# ~HHH M H ~~ s ~ati~ax ~+H Iw Mwf M+iM~
12/13/2006
I-
REDACTED
'Andy" <an dy@agch a ltl .com> To 'Rick Medlm' <rtnedlm@fruR com>, "Rick Medlm"
-frultrdmemycingular.blackberry net>
12115J2006
03
44
PM
Cc
Subject MEDIATION
Dear Mr. Medlin,

For the last 2 weeks I have been extensively traveling and trying without success, to
mitigate the impact of your possible upcoming decision .
I am hereby confirming my telephone call inviting you to participate in a nonbinding mediation
process where our counsel, you and I can meet as soon as possible to attempt to reach a
resolution of the dispute between Russell and Premium Apparel . I am suggesting such an
approach because our direct discussions appear to have reached an impasse and I sincerely
believe we need the assistance of a neutral third party to help us reach a creative solution that
is fair to both parties .
will make myself immediately available if you agree to this process so that we can attempt to
conclude promptly . Our counsel, can determine jointly the most appropriate place, mediator
12/18/2006
Page 2 of 2
and mechanism .
May I suggest that while this process is on going, particularly if you can't meet in the next 2
weeks that you allow the material flow and production to continue through the end of January
to allow that we both review with Serenity our options prior to any irreparable damage caused
by a unilateral stop of production .
will await your decision .
Sincerely,
Andre M. Apaid
Th is communication conta ins information which is confidential and

may a lso be privileged It is for th e exclusive use of the Inte nded
recipient(s) If you are not the in te n ded recipient(s), ple a se node
that any disinbut ion, copyin g or use of this communication o r the
information In it is strictly prohibi ted . I f you have receive d this
communication in error, please notify the s e nder Immediately an d
then destroy any copies of it
12/18/206
"Andy APa id"

a a ndy @ acn . com?
To <R Med lin@fruit .com>

cc
,2 /2612006 1 2:3 6 P M
boc
Subject MEDIATION
Dea r M r. Med ico ,

ap pr e ci a te you r invitation to set fo rth in d eta il my pos i t i on regarding sett leme nt of the pend ing dispute
and will d o that in t h i s letter .
As I indicated in my previous letter, after your most recent offer, I have taken a good look at the
circumstances that brought me to make the investment for Russell . I have also thoroughly reviewed the
correspondence that documents the promises made to me by Russell executives .
F rom th at re vi ew, two thi ngs are clear to me .
1- I r el i ed on th e e xplicit p r omises of R ussel l executives and had an understanding of a l o n g term
relationshi p wi t h the company
2- I likew i se relied on th e ir p romises th at I w ould not su ffe r financially be c ause of the d ispl ea s u re of oth e r
customers at my decisio n to ente r in t o a re l ati o ns hi p with Ru ssell . Co n trary to tho s e assu ranc es , I now
find mys e lf facing termination of the relationship with R usse ll, aft e r bare ly more th a n a y ea r of prod uction .
During that time, our company has los t ove r 35,000 Dzs p e r w eek du e principally to th e deci s ion to work
with Russ e ll .
st r o n gly feel that ft Is fa i r for me to expect R ussel l to allow m e to w or k fo r a pe ri o d of time equal to th e
ti m e ove r wh ich Russel l would am o rti ze the ki nd of ass e mbl y pl a nt inve stme nts I h av e m ade at R uss ell's
specific request . I believe ii is re asonable a nd norm a l for m e to expect our pl ant to wo r k fo r at l eas t a 5
y e ar pe riod to allow it to depreciate its equipment, and th e investme nts made for R u s s e ll and to g e t a fa ir
return on my invest ment.
u n de rstan d an d a pp recia te Russell's d esir e to consol id ate its wor k i n hous e . B ut , this de ci s ion sho u ld
r e fl e ct a recognitio n of m y sizabl e investme nt to pu t u p, in H aiti, a 1200+ e m ployee ope ration for R u sse ll,
under sp eci al c ircum stan c es , to produce 6 6 ,0 00 D zs 7- s hirts per week . Ke ep i n mind tha t, so far , we a re
bein g asked to limit production to an amount of 48,000 Dzs per week with material interru p tions .
All th e offers that I have made, starting wi t h m y proposal lette r o f S ept em b er 5 to dat e, were in ten ded t o
mitig a te a growing pro b l em I h ave with my ban k and merely sou g h t to p ut me ba ck i n ap prox i m a te ly th e
position I wa s in befor e I g GCepte d Russell's offer to w ork for it These offers do n ot even fully account fo r
all the dama ge s th a t a uni la teral decision to stop producti on would do to u s as reco g ni ze d und e r H aitia n
as well as U S l aw .
W hi le I hope the i dea of med i at ion will be acceptable to you, if i t i s not, I am prepared, in the interest of
achieving an ear l y reso l u t ion, to sign a release if FOI.IRUSSEL L agrees to one of the two fol l owing
options .
1 ) Maintain, for a y ea r, Ja n u a ry t o De c e mb e r 2007 , a volume of a t least 48 , 000 Dzs a week at
th e c u rrent p rice , o r
2) Honor th e completion of a norm al 5 ye a r p roduc t io n cyc l e . In thi s case , I a m p repare d to help
progressively r educe our labor price to 1 .60 U S$ providin g the v olume i s brou g ht t o the intende d
installed capacity of 66,000 D zs p e r week. This op ti o n fu rth er re duces our ori gin all y contracted
long term price and would h e lp lower Russell costs and ke e p your company workin g in Haiti whe r e
jobs are so badly neede d .
Notwi thstanding the above , I continue to I bel i eve that our bast course to resolve th i s d ispute as
practi cal businessmen is t o go i nto a prompt non- binding med iat i on process that will permit a
comp l ete assessme nt of t h e s i tuat i on, including the r i sks to both parties if we do not reach a
resolution .
M r M edlm, I do not question your d e sire to r e duce your own internal costs an d furth e r save by e co nomies
of scale in plants producin g 75,Od0 or 100,000 Dzs per w ee k . But it ? s essential, r e mainin g fa +r, that you
fully take into consideration that I w as aske d, under sp e cial circumstances, t o p ut up a facile ly with a
cap a city exclusively de d icated to Russ ell. You h av e th e mean s to verify t his , a n d all c ompromise
p rop osa l s th at you offe r s houl d a cknowledge tha t fact .
will wai t for y our reply,
Respectfully,
Andr e M . A p a id
REDACTED
An dy Aphid
<and y@sipha-inter .n eix
Sent by Marie T he res a Angus
{mthe rese~el~ha-~rrt B r. n elm
11/2012006 09. 16 AM
To RMedlin@fn+it .cam, "R~dc Medltrt

(irwtrdm@myCingul8r.b lack berry .net)"
druitrxlmQmycingular>
blackberry .netT
cc Clifford Apard <cliFfard@agacorp .com3bCC
Subject Reminder
Dear Mr. Medli n,

Following our conversation of Sunday morning, I would like to remind the points bellow to help your
analysis of this morning in your nffloe:
1 . I will be meeting with my bank this afternoon on the situation of Premium apparel and Fruit of the
Loom/ Russell .
2 . 4S you confirm what we tentatively agreed on yesterday, I will indicate to my bank that Fruit of the
Loom I Russell is not closing the plant but is continuing to work with us . This will help remove the
pressure of a balloon payment on my loan balance
3 . May I ask that by noon today you send me a letter that indicates that providing I am prepared to
sign an agreement and release of any further obligation of fruit of the Loom /Russell after July
31, that you will be prepared to continue working with Premium at a minimum level of 40,OOOdzJvuk
at the current price level from January 2007 to July 31, 2007 . In that letter you may indicate that
such an intent is conditional upon my signing a release for Fruit of the Loom /Russell .
4 I will travel to meet with you during the week of November 27, at which time we can sign a joint
agreement. Please keep to mind as you prepare it, that 1 may have to present this document to
the bank upon my return .
5. It will be important that the material flow be uninterrupted during the course of that sensitive
period . The recent events, rapidly corrected by Fruit /Russell, have prevented a disaster ; this is
why we are attracting your attention to the need for the uninterrupted flow of material until July 31
6.
Mr_ Medlin, in our first meeting of August 30'' you indicated to my son and [, that for the time
being you could not pursue long term relationships in Haiti, but that Fruit of the Loom I Russell
was not closed to the idea of coming back to Haiti for the medium to long term I am hopeful, as
we conclude this phase of our relationship in good faith, with a respectable and compromising
approach, that despite our conviction that we did have a long term agreement with Russell, we
establish an appropriate environment that may guide your decision to consider Haiti and our
services for the medium and long term . ~"
Smcerefy,
Andre M . Apaid
REDACTED
Case 1:07-cv-00423-JOF Document 1-11 Filed 02/20/07 Page 1 of 1 Page l of 2
Champion , Chris
From : RMedlinQfruN .com
Sent: Monday, December 18, 2006 8 :23 AM
To : Andy
Cc: Champion , Chris
Subject : Re : M EWATION
Andy,
am not sure I understand why you are offering to mediate this situation . Let me remi nd you that we have
never acknowledged that a contract exists between Russell/RLA and Premiun . As you are aware Premium's
current pricing is not competit ive with our internal costs . The fact that remaining in Premiun would cost our
company millions of dollars i s why we decided to shift production out of your facility .
Havi ng said that, S want to make sure that I fully understand Premium's current offer to resolve this
situation . My e - matl to you of December 2 outlines the current options that Russell has o ffered to Premium .
Please e- ma i l me as soom as possible with detatils of Premium's position on what it would take to resolve this
d i spute at this point . As a s ign of good faith in attempting to resolve this matter, I will agree to extend our current
production arrangement through January 31, 2007 to allow us more time to try to reach a compromise .
REDACTED
12/18/200b
Case 1:07-cv-00423-JOF Document 1-12 Filed 02/20/07 Page 1 of 5Page 1 of 1

.~
REDACTED
Rick Medlin/HQIFOTL
To Andy A paid <andy@al p h a-inte r neb
Sen t by . Carol Holcomb

Subject Premium
0 1 1 1112007 03 30 PM
Andy,
Attached for your review Is a proposal that sets out the terms under which we will agree to extend Russell's
production with Premium for the remainder of 2007. We are prepared to move quickly to finalize an agreement
under these terms, so please let me know if this is acceptable at your earliest convenience .
. . . . ... .,....t....... . . . . ..... . .............,.. .. ...........

T h is com mun ication co n tains informat ion which is confidential and
may also be privileged It is for th e exclusive use o f the int e nded
r ecipie nt(s ). If you are not the in tended recipient(s), please note
that any dis tri bution, copyi ng or use of this communi c ation or the
information in it Is strictly p rohibited If you have rece ived th is
communicati on in error, please noti fy the sender i mmed j ate ly and

the n destroy any c o pi es of it
+iirtiiyiAf~H H~Y~a/a N/~~'/*fkfirM x~Y~+++~+++ `+ *ww wwitiiiiiataMMM~inF
1/15/2007
Non-B inding Proposal

For Discussion Purposes Only
2007 RUSSELL CORPORATION

AND
PRENIIUM APPAREL
PRODUCTtON TERM SAEET
Volume :
48,000 dozen per week through 2007 as per attached schedules

and 2
2. Pricing: -current pricing $0 .069 per SAM through March 3

$0 .06 per SAM for March 31 through June 30
- $0
.05 per SAM for June 30 through December 31
3 . Quality : - No container can be shipped until inspected and approved by a
Russell or Fruit representative
- Inspections will follow ANTSI standards as per the attached
schedule 3
- When a shipment fails RusselUFruit inspection, Premium will
100% reinspect
- No shipment will be made until approved and released by
Russell/Fruit in writing
- Premium will notify Russell one week in advance of all planned
shipments to allow for inspection and avoid delays
4. Delivery :
If Premium fails to ship at least 95% of plan for any 2 months,

Russell shall be entitled to terminate the agreement upon failure to
ship at least 95% in a third month. Failure to ship as a result of cut
parts defects will not count toward these delivery requirements .
5 . Audits : Russell will audit shipments upon receipt and any shortages will be
deducted from payment to Premium . If the monthly total of
shortages e ceeds the allowed 5%, this will count toward the 3
months referenced in #4 above .
6.
Documentation : This, is a non-binding proposal subject to negotiation and

execution of a definitive Garment Assembly Services
Agreement between Russell and Premium that includes the
terms set forth above ("Service Agreement") .
Contemporaneous with execution of the Service
Agreement, Russell and Premium will execute a separate
Settlement and Release Agreement whereby Premium will
rele~so Russell and its affiliates from any and all claims
relating to matters arising before the date of execution of
the Service Agreement.
Sew Plan by Location Is# Half 2007

LlICATIQN: PREMIUM APP
WC OESC 69 CU1 1 2 2 4 5 5 1 8 0 10 11 12 13 14 6 16 11 18 19 20 21 22 23 24 25 28
KA2 3B3A1 TIM
KAS 28AA TEE
TEE
#10
24,000 2 .000 24,U 24,p00 24A00 24,000 24,000 24.000 24,000 24,000 2,000 2+ .000 24,000 24 .000 2 .000 24 .000
i fo 45,000 48,aoa I8,000 48.000 Ia .000 4 E.000 45,000 24.OOD 21 .040 21,000 24,OD6 2 .000 14 .006 24.D00 24 .OGO R4,nOD 24,000 Z4.OOn 24 .OOU 24.600 21 AOG 24.000
.000
Z4
Total
TelaI O PY Y
Total Mh%ISm (000)
O i etl TOW
4e.ooo 48.000 48000 4e,000 40

.000 4e000 4e,000 48aoo . Koao 4800 UAW 48.ooo 4e.000 4e,000 4e.000 48,000
IS.000
1 .457
48,0011
Tue sday, January 02, 2007 03 .47:27
rE~Oao M.000 +6000 ACEOO Waov

1,i{t 1.117
1 107
4 4 W 44OD0
40
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4e.am
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1,N7 1,491 1,S? IAN
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Page I of i
4000
1 .4116 IAW
4LWO
Sew Plan by Location 2nd Rag 2007

LOCATUR
PREMIUM APP
WC OM OF
KU
3031A TEE
810 21,000 24.00 0 24.000 2 4,000 24,000 24.000 44.000 24 ,000 24,10 00 24,OOD 24.000 24,ODp 21 .000
KA2
2BM TEE X10
TEE Total
Total DPW
Total Minutes (C 00)
Brand Total
27
21
2B
30
31
32
33
34
35
91 a
38
38
dQ
41
42
43
44
45
47
48
60
24
.D00 24.GDO 24.000 24. 000 24 .000 24.000 24 ,000 24,000 24, 000 24,000
24 .000 24
.W0 24, 000 24,000 24,000 24,0130 24,000 2 < , 000.O00
24 24,OOp 21,OD0 24 .00D 24,000
24.000 2<,000 21 .000 24.000 24

.O00 24.000 24.000 24,W0 24,000 24,000
4e,aao
+a,ooo
4e.ooo
48,000 48 .000 1E,000 48,000 4 e,aoa
4e,000 4e,aoa +6, 000 4e,000 4 e, aoo 4e ,000 4e.000

IAN
i,we
IAN
a aao
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NAa )
Tuesday, January D2, 2007 03:45:21
45,000 45.000 4a,oao

48 , 000
IAN 1420 105 IAN 14M
+ aaoo
.s.oao
.e,ooo
.000
.e
.e,ooa
4e.000
4a ooo 45,0110
+e.ooo 4e aoo +aaoo
IAN IAN
+eAao
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4 4oao
IAN
46000
1.A ee
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IAN
4e,ooa
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+5,000 4 e,000 +e .ooo

14M
140 00
IAN IAN
+e,aao
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+e ooo 4e,ooo
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48,000 48,000 48aa0 4e ,ooo 4e,aao 4e,000 .e,000

1,466 1 .493 i A88 IAN
1A81 IAN
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ApOD 4lAOG 4!,000
14LOG
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Page 1 of i
61 82

n
Quality Audits Military Standards

TABLE 1A
Updated 01-22-02
rnLhuui I - rntsrciL .rstrv
Single Sampling Plan
Normal Inspection Level ll
Lot or Batch Size
Sample
size
DIMENSIONAL/SIZING AUDIT
Normal Inspection Level S3
4 . 0 AIL
Acuipt Reject
2 to
5
0
1
9
to
15
5
0
1
25
5
0
1
16 to
to
50
---- 26
5
90
20
1
2
51 to
91
to
150
20
1
2
l0
280
32
2
3
151
1 ,200 80 5
6
501 to
125
7
8
12 0 1 !o
3200
10000 200 10 11
3201
to
15
100 01 l0 3500 0
315 1 4
21 22
35001 to 150000 500
150001 to 500000 500 21 22
21
22
500001
end over 500
Lot or Batch Size
Sample Accept
Size
Single Sampling P lan

Normal Inspection Level II
Z , 6 AOL
Reject
2
to
8
3
0
1
1
9 to 15 3 :
0
18 la 25 3 '
0
1
51
to
90
3
0
} 1
91
to
150
3
0
1
b 280 73 1
-- ~ w _
161,
j~B1 to 500 13 1 2
.1 200 1 3- - 1 - 2
5ai -.to .
13
1
2
1201
to 3200
3201
to
1 0 000 2 0
2
3
2
3 .
140 01 to 35000 20
3
4
350 0 1 la 1500D0
32-150001 to 500000 32 3 4
500001 and
over
5U
5
Q
Sam ple Accept

Lot or 8010 Site Size
2
9
to
' 16 '
B
15'
5
D
5
D
Reject
1
1
+ ' 51 to
90'
20
1
91
'to
150
20
1
281 to 56D
50 _3-
-56f
-56f
- '10
1206"
8b _
f,
1 ~0 1 l0 320 0
125
7
8
3 201 t4 1000p 200 10 11
,10001 to 350,00 315 14 15
to '150000 560 - -~ 2122
5001 .
150001
to 5 00000 500 21 22
Prepared by-. Kwm I Gray

01-17-02
ConGdn nlul
2
2
Case 1:07-cv-00423-JOF Document 1-13 Filed 02/20/07 Page 1 of 2Page 1 of 2
REDACTED
"Andy' randy@agchaiti .corrv
0 3 12312 D07 10 16 AM
To
~RMed lin@ fruitcom>
cc "'Clifford & Vanes sa'" <ckfiord@ agacorp comma, "' El isabeth Apa td"
<eapaid Qa cn2 net>, "'D ejo ie, Loin s' ~l- Dejoie(M mwn co ny , ^Freedenbe rg,
Harvey" <HFreede nQ mwn.c om >, "Ge rva islElya ne Ghari es'"
{yervai scharle s@ yahoo Try
Subject Reply to January 11 !18 , 2007 Proposal
Dear M r. Medl i n ,
thank you for your reply and attempt at finding a way to resolve the current issues pending between us
However, after a careful review of your proposal's economic Impact and all the factors that I have indicated in my
previous letters, I believe it falls too short of the level of production our company needs to maintain its financial
viability.
Specifically, unless Fruit of the Loom is open to discussions regarding a longer term relationship, any proposal
has to reflect the fact that what we really are talking about here is a termination arrangement . In that case, the
pricing structure has to be consistent with that reality . Since you are looking to reduce your costs during that
period, please allow me to offer one other option that helps to address that point while it partially helps me to meet
my financial obligations :
1) !f the current price of $ .0691min . cannot be applied until December 31, 2007, we would apply it until July 31,
2007 only and a lower rate of $ .061min would be applied for only one more year until July 31, 2008 .
2) If there is a possibility of a longer term relationship giving us a reasonable time to amortize the equipment
and our investment, we will apply the price of 0 .069 cents/min until May 30, 2007 and a gradual price reduction
will be given based on filling the capacity of 66,000 Dzslweek at $ .0518/min (1 .60 US$/Dz) . Under this option,
there ought to be a clear indication that you have intentions to remain long term in Haiti and not to terminate at th e
end of 2007 . We can come to a commonly agreed period that would express such intent A s olution offe ri ng us
to wo rk at US$ 1 . 601 Dz at the current volume is the equivalent of asking us to work at a loss or break even
a s the plant i mpro ve s . This is why it is necessary for the volume to increase to allow us to do better then break
even and help meet our financial obligations .
Upon coming to an agreement on the pricing and duration structure, I believe we would come to terms on the
appropriate approach for the quality, audit and delivery concerns, which should reflect a mutually satisfactory
resolution
Mr . Medlin, due to production difficulties caused by material shortages at different times during the first year of
operation including at the end of 2006 when we suffered big production and financial losses, Premium started
breaking even only at the end of the summer of 2006 at which time FOL acquired Russell and you advised us of
1123/'2007

your intentions . It is also important for me to remind you that this production facility was put in place upon the
explicit request of executives at Russell, under conditions that were risky for my company, conditions that we
expressed and were acknowledged by Russell at the time . Understanding those points, it is important to reach an
agreement with a balance of pricing structure, volume and time table, enabling us to address some of our
financial obligations relating to this investment and get out with our heads up high .
We really remain hopeful that your decisions will leave the door open for long term options from Fruit/Russell in
Haiti . We will work diligently to encourage you to consider that possibility, particularly in light of recently passed
Trade Legislation that will offer you more options in Haiti . May I suggest, before we conclude our discussions, that
you visit us in Haiti and see how much went into putting up the facility for Russell and what you can do even if it is
not quite what you were hoping to accomplish at the start.
We look forward to continuing our discussions and to concluding them in a way that will be mutually acceptable to
our respective companies .
Respectfully,
Andre M . Apaid
Per your request please see below the phone numbers where I can be reached at directly :
Cell (509) 701-9999 or (509) 463-3330
Office (509) 250-1231
rw . . m r,rwr..~ttlr~r+r++++ . a~w++++~rMa .+ +iFYt~~F#arr.r~ww.w..H~Y~f .r.M
This communication conta ins Information which is confide ntial and

may a lso be privileged It is fo r the excl usive use of the Inten ded
r ecipient (s ) If you are no t the intended r ecip ie n t(s), pleas e note
that a ny d istri but i o n, co pyin g or use of th i s com muni c atio n or the
information in i t i s strictly prohibited . I f you h ave received this
commun i c a tion in error , plea se notify the sender immediately and
the n destroy any co pies of it
rH+1.Rir++~airiHi .if f HrMHtissarf iar~trraaNtfifxA ~+~MYlrrf aii1~
1/23/2007
rage i or z
REDACTED
Ri ck Medl i n lHQ/FOTL
To Andy Apa id candy@a lp h a -inte r net>
Sent b y Carol Holco mb

CIC
021071 2007 08 4 1 AM
Subject Premi u m
Andy,
Russell is not willing to agree to the proposal in your January 23, 2007 e-mail . It has now been
over five months since we provided notice of our intention to shift production out of your facility .
Throughout that period, we have repeatedly advised you that we cannot afford to incur the
substantial costs that you continue to propose . We extended our current production arrangement
through January 31, 2007 in order to permit you to further consider lowering your prices and have
continued to supply you with cut parts beyond that time in good faith . But we do not believe that
Russell has any further obligation to Premium .
2/15/2007
-b ..
..

However, in an effort to resolve any outstanding issues and as an additional sign of our good faith,
we will provide you with one final opportunity to accept the terms set forth on the proposal
attached to my January 1 1 , 2007 e-mail, a copy of which is attached for your convenience .
Please advise me, by email, on or before the close of business on Wednesday, February 14, 2007,
whether Premium accepts our final offer . If Premium does not accept our final offer or fails to
respond by this deadline, Russell will cease all further shipments to Premium without further
notice . We reserve all other rights available to us .
+rr.rrraa a .a. .a . aa..a .r.. . . r .+ ..rrr rm. a . . s sr+.s.m.a .r.ra r.++..ry
This commu n ication contains i nformation which is confidential and

may also be privileged It is for the exclusive use of the intended
rec ip i ent(s) If you are no t the intended recipient(s), p lease note
that any distribution, c o py i ng or u se of this comm u n i cati on or the
informa tion in it is stri c tly prohibi ted If you have received th i s
communica tion in error, ple ase no t ify t he se nde r imm edia te ly an d
then destroy any copies of it
All electronic messages are intended exclusively for the individual

or entity to which it is addressed . These communications may
contain information that is proprietary privileged or confidential
or otherwise legally exempt from disclosure . If you are not the
intended recipient of these e-mails you are not authorized to read
print retain copy or disseminate these messages in whole or in part
or any attachments included . If you have received these messages
in error please notify the sender immediately by e-mail and delete
these messages any attachments and all copies from your system
without reading the content
2/15/2007
...

Non-Binding Proposal
For Discussion Purposes Only
2007 RUSSELL CORPORATION

PREMIUM AND
APPAREL
PR QD U~rTION TE RM S HEET
Volume : 48,000 dozen xr week through 2007 as per attached schedules
and 2
2.
Pricing: - current pricing $0 .069 per SAM through March 3

- $0 . 06 pe r ~AM for March 31 through June 30
- $0 .05 per AM for June 30 through December 31
3. Quality - No container can be shipped until inspected and approved by a

Russell or Fruit representative
- Inspections will follow ANSI standards as per the attached
schedule 3
When a shipment fails RusselUFntit inspection, Premium will
100% reinspect
- No shipment will be made until approved and released by
Russell/Fruit in writing
Premium will notify Russell one week in advance of all planned
shipments to allow for inspection and avoid delays
4. Delivery : If Premium fails to ship at least 95% of plan for any 2 months,
Russell shall be entitled to terminate the agreement upon failure to
ship at least 95% in a third month . Failure to ship as a result of cut
parts defects will not count toward these delivery requirements .
5 . Audits : Russell will audit shipments upon receipt and any shortages will be
deducted from payment to Premium . If the monthly total of
shortages e cecds the allowed 5%, this will count toward the 3
months referenced in #4 above .
6. Documentation : Thin is a non-binding proposal subject to negotiation and
execution of a definitive Garment Assembly Services
Agreement between Russell and Premium that includes the
terms set forth above ("Service Agreement'.
Contemporaneous with execution of the Service
Agreement, Russell and Premium will execute a separate
Settlement and Release Agreement whereby Premium will
release Russell and its affiliates from any and all claims
relating to matters arising before the date of execution of
the Service Agreement .
' . 11
Sew Plan by location 1st Half 2007

LDCATKII : PREMIUM APP
WE DISC OF CUT I
2 3 a 5 6
8 8 n 11 12 0 vt 15 16 9 18 is 20 21 22 23 24 25 2e
KA1 -1E311 TFE #10

W
Y9Y TEE R1 0
TEE Total
Told pPW
Tow 111HI SN (700
G-w rear
34A00 24 .000 24 .000 4x.000
74,000
24 .000 41 ,000 24 A00 24 .000 24,000 24.000 24.000 .M0

74 74.00 0 2 4 900 2 .096
4l,000 4! .000 1! ,0 0 0 bADO 44 ON 40

.000 X6.000 24.900 MA00 24,a00 24.000 24. 006
24A00 24,000 2Q 00 74.000 2 .900 24.000 24,000.O00

24 24A06 24,N0 24,000
45.000 .e,oao WON s e,oaa 4e,aoa .e,ooo . a ooa +0

.000 +a.ooo 4e,oao +a.ooo w AOC
+a.nao .s,ooo 4e ooo 40.00 .a.ooo se,ooo se.aao 4e ,AOO +4004 4saao 44000
YAK YOOD Y,m O Y.000

1 .497 1447
1 ,47
aN, 700 N .000
t Al7 1 ,V7 1 ,M
/!.000 YA00 YX M1 MA00 N M
Tu esday, January 02, 2007 03 X7 ' 27
ILOm
AM
N.000 Y.MG K000 FOOD N. 000
t Ai7 1 .// 1t!{ 1 .4N
MAC NIDO YO m AM 41 OX
1 ,IM 1, 41
K000 rAm
IAN
AM
AM
1 .4m %rM
NA77 YA00 X1.000 N.007

IA"
1 ,{M
ILWO Y,000 Y.000 Y .D00
IAN IAN
AM
Y.Om
AIM
NAB N.OM MAN
1,N/ I ,M
Y.40
t4W
t{M
N.OW ADO
YA00
Page 1 of 7
Seri Plan by location 2nd Halt 2007

LOCATl0R
PREMIUM APP
WC aESC csa cui 21 2e 28 30 31 32 33 31 35 30 37 3 38 U 41 42 4 U 45 48

KA2
3E34 TEE
!(A2 20 A
010 24,600 2 ,00 0
24,000 24000 24.00 0 14 ,900 .W0

2424,D00 24,000 24, 00 0 4L, 000 21 ,000 24.000
.O00 17 .OOa 24,00 2a.oaO 74 .x00 24,0 00

TEE H 0 24,000 21.006 24 .000 24.0 00 24A00 14A00 24A00 24
TEE Total
4E .0 0 0
4d.000 4E,000 4E.000 41.000 48,000 48.000 48,0 00 4E,000 46 ,000 46 .000 46,000 4E .00
17
U 49 59 rl 52
21,000 24,pOp 24,000 26,000 21,000 2 , 000 24.000 24.C00 21 ,0 00 24, 0 0 0

24.000 2+.000 24.000 24,000 21.00 0 24,000 24,01)O 21,000 24,000 24,000
46.0 00 18.000 46. 000
48,000 4E.00 0 48, 000 10

.0 40.000 4&. OD O 48.0 00
row DPW aa,ooo .a,oa0 48,(W 46.ooa .emo 4e,000 48mo .e,ooa 4e .000 4a.ooo 48 OW 48.00D 45,000 0,000 48 .000 4B.WQ 48= 48.000 48,000 40= 48.00D 48 .00D 48 ON
+, ue 1,4.
i .. r IAN
1,46 IAN InN t,.s
i w IAN %w .
1.40 , .w
.M IAN
.
+!N
Tot a i Mi-n .. (o o o) 1,r i, .m
t ..0 +,ue ,. w
IAN IAX +
grand Total
.OX w.eoo u ooo .e am

uma .5 .aoo + ..ooo +..= w aoa y.aoo u.oun . e.ooo w.eeo .
Tuesday . Ja nuary 02. 2007 03. 493 1
a ,aaa .
.,m +..e oo
sm
"m
"m
" .000 ".00v ".000 4000
Pag e 1 of I
Quality Audits Military Standards

TABLE 1A
U pdated D t- 22 .02
PAL HV VI ~
L"c.u,av : .h ..r ait11 . sa nvUAI
r noR it,r .~cv w
Sirplp Sarnpr" Plan

Hrrrraz tnsp e cta n Level S7
4 a xrA
Single S am pling Pl an
Normal Inspection Level II
2 5 AIL
Lot or Batch Size

2 to 8
9 to 15
b 25
16
26 ho 50
51 b 90
91 to 150
151 b 2E0
281 b
50
Sf11 In 17nn
1201 b 3 200
3201 b S004Q
10001 b 35000
35001 b 750000
15 w 1 b 500OQ0
SQOOOS and over
Sa mple
Size
S aar;. e nr . o p t ftn~rrl
t~ . a~ aacn spa ~~ .~
Accept Reject
5
0
5
0
5
0
5
0
20
1
20
1
32
2
SO
3
An
5
1
t
1
1
2
2
3
e
125 7 a
10
11
20 0
315 14 15
21
22
5D0
500
21
22
21
22
500

Normal Inspection Level tl
25A4L
to
3
t' ~~
ir
I,
51 tj
~t
. ,,
90
0
L
.+
o
3
0
AI N
15? 3
11 Ij 25~ 13
0
1
t
1
t
t
t
r
;i G4
13
1
2
7, 1 1
to
1
t
w ,
w
S iw
N3
1z0,
m
32oo
13
1
2
to
10003
20
2
3
32+0 1
20
2
3
1 (]001
10
35000
3
4
10 1 50M
72
3W 1
4
32
3
50(m1 I p
6004M
Sn]!fa 1 aryl avrr
!-0
5
6
Sample Accept Reject

Lot or Batch SI29 51N9
2 to
5
0
1
a
9
to
15
5
0
1
25
16 to
b
1
26
to
50
5
a
1
51
to
90
20
1
2
91
to 150 2 0
1
23
151
to 2 00
32
' 2 " LL
281 to S00 rn 3
501 to 1200 80
5
5
1201 to 3200 125 7 8
3201 b
10000
200 10 11
to 3506
315
14 15
1000 11
7501 10 1500,00 500 21 22
150001
to 5 0 0000 500 21 22
500001 and over 500 21 22
Prepared by Karen I GfbSr

Or .s7-02
Confidential
REDACTED
"Andy Apaid" candy@alpha-inter net>

Sent by "Marie Therese $ACN$" <mtherese a acn2 net>
02/0 8/2407 05 .00 PM
To
<RM edlm@fruit co m >
cc
Subject
RE . Premium
Dear Mr. Mealm,

Mr Apaid is out of the office He has received both the note from C Holcomb yesterday and your note today .
He is in consultation and will get back to you
Regards,
Marie-Therese Angus
Executive Assistant
Andre M . Apaid
2/1 5/2007
REDACTED
2/1512007
-c :--
REDACTED
2/1 5/2007
REDACTED
Original Message ----From . Clifford Apaid <clifford@agacorp com>

To- Medlin, Rick
Cc- andyVacn com <andy@acn com>, gapatid33I66@yahoo com <gapasd33166@yahoa com> ; Champion, Chris,
HFreeden@mwn coin <HFreedenCmwn com>, ldejoie@mwn com <Jdejoie@mwn .com>
Sent : Tue Feb 13 18 .43 .14 2007
Subject . Confirmation of Points
Dear Rick,
My father has as k ed me to send you this e-mai l which he has dictated to me by pho ne since he is away from h is
computer
Dear Rick,
Per your request, I am hereby listing the point that I have proposed during our te l ephone co n versation of thi s afternoon .
A pr i ce leve l of b 9 cents per mi n ute, you have proposed till Marc h 31 We propose that it stops, May 31
2 The 2nd price level that you proposed unti l June 30, we propose that it stops, August 3 1 st
3 T h e 3rd price level that you proposed, which really comes up to $ 1 55 per dozen, we ask that it not go below $1 60,
since this is the leve l at which all things remaining stable, we ca n meet our minimum bank payment obligations
4 That the compromise minimum price of S1 60 be kept from Septembe r ist to February 29, 2008 .
That no shut down period be programmed during the course of the year for weeks 1 4, 26, 40 a n d 51
This proposal , close to your last one, is only sliding the price break levels by 2 months and asking that we not close in
2/1 5/2007

December which i s a very ba d month in H ai t i to c l ose pl a n ts With the acceptance of this proposal we are wi l ling to sign a
rel ease or contract that will close in February of 2008 but it wi l l be up to yo u to contin ue beyond that date.
Needless to tell you, that we will remain with substantia l obligations if the above comp romise is r eache d , bu t it wi ll be
manageab le .
We are prepared to h ave our counse l meet your counse l and draft the fina l agreement based on the above proposal and
clarifying the other secondary, but important, points listed in your proposal on operatio n matters .
I will await your phone cal l
Sincerely,
Andre M Apaid
A ll e l ec t ro ni c m essages a r e int e nd ed exc lu s ive ly fo r th e indiv i d u a l

o r e ntity t o which it is a d dresse d . Th ese communications may
co nt ai n information th at is pro pri e t a ry priv ilege d o r co nfid e n t ial
o r otherwise l ega lly exe mpt fro m disc l os ure. If yo u a re n o t the
i n te nd e d rec ipi e nt of th ese e- m a il s yo u ar e n o t auth or ize d to r e ad
pri nt r et a in copy or d isse min a t e t h ese m essages in w h o l e o r in pa rt
o r a ny a t tachm e nt s included . If yo u h ave rece i ve d th ese m essages
i n e r ro r pl ease notify th e se n der im med i a t ely b y e- m a i l a nd d e l e te
th ese messages any a tt ac hm e n ts an d a ll co pi es fro m yo ur sys t em
w i t ho ut r ea ding the c onte nt
2/15/2007
UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF GEORGIA, ATLANTA DIVISION
RUSSELL CORPORATION
SUMMONS IN A CIVIL CASE
Plaintiff,
CIVIL ACTION
FILE NO . :
V.
1 :07-CV-0423
PREMIUM APPAREL S .A .
and
ANDRE M. APAID, JR .
Defendants .
TO: Andre M . Apaid, Jr .

7209 NW 415' Street
Miami, Florida 33166
YOU ARE HEREBY SUMMONED and required to serve upon counsel for Plaintiff,
whose name(s) and address are :
L. Joseph Loveland
Robert C. Khayat, Jr.
KING & SPALDING LLP
1180 Peachtree Street, N .E.
Atlanta, Georgia 30309-3521
an answer to the Complaint that is herewith served upon you, within 20 days after service of this
Summons upon you, exclusive of the day of service . If you fail to do so, judgment by default
will be taken against you for the relief demanded in the Complaint .
This ^ day of March, 2007 .
CLERK
(BY) DEPUTY CLERK
_ _
DATE
UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF GEORGIA, ATLANTA DIVISION
RUSSELL CORPORATION
SUMMONS IN A CIVIL CASE
Plaintiff,
CIVIL ACTION
FILE NO . :
V.
1 : 07
-c V- 0 4 2 3
PREMIUM APPAREL S.A.

and
ANDRE M. APAID, JR.
Defendants .
TO : Premium Apparel S .A .
Rue Frere Simon
Port-au-Prince, Haiti
YOU ARE HEREBY SUMMONED and required to serve upon counsel for Plaintiff,
whose name(s) and address are :

L. Joseph Loveland
Robert C . Khayat, Jr .
KING & SPALDING LLP
1 1 80 Peachtree Street, N .E.
Atlanta, Georgia 30309-3521
an answer to the Complaint that is herewith served upon you, within 20 days after service of this
Summons upon you, exclusive of the day of service . If you fail to do so, judgment by default
will be taken against you for the relief demanded in the Complaint .
This _ day of March, 2007 .

~ ~
CL
(BY) EPUTY CLERK
FM
DATE
'

CIVIL COVER S RL
JS41, (Rev 5 1 05 NDGA )
L 1
74 V-04
r
The :IS 44 civ il c ov er sheet an d th e information co nt ain ed h e re in n e i t h e r re pla ce nor s u pp lement t he fil in g and serv ic e o f plea din g s o r o the r pape r s a s re q u ired
e x c ep t as provided by l oca l ru le s of c o ur t Th is f orm is r e qui red fo r the us e of the C le r k of Co urt for t h e p urp os e of initiating th e civil doc k e t r e co rd (SEE
IN ST RU CTIO N S ATTA CH E D)
I . (a) PLAINTIFF(S)
DEFENDANT(S)
Premi u m Apparel S A and
Ru sse ll Corporation
lndre M Apaid . J r
40-P
(b) COUNTY OF RES I DENCE OF FIRST LI STE D
LDbbLOUn I)'
PLAINT I FF
COUNTY OF RESIDENCE OF FIRST LISTED

t n s i u aii w i po i au t.1 n1
DEFENDANT
(EXCEPT IN U S PLAINTIFF C AS ES)
(IN 11 .5 PLTF CASES ONLY)
NOTE IN LAND CONDEMNATION CASES USE THE LOCATION OF'THE

TRAC T OF LA ND INVOL V ED
(c) ATTORNEYS (FIRM NAME, ADDRESS, TELEPHO N E

NUMBER, AND E-MAIL ADDRESS)
ATTORNEYS or- KNOWN)
L Joseph Loveland & Robert C Khayat . .Ir

King & Spaldine LLP . I 180 Peachtree Street, N E
Atlanta . Georgia 30 509
(404) i72--1600_ rl.haparu :ksla%-- coin
III . CITIZENSHIP OF PRINCIPAL PARTIES
li. BASIS OF JURISDICTION

( PLACE AN " X" IN ONE BOX ONLY )
(PL ACE AN "X " IN ONE BOX FOR P LAINTI FF A ND ONE BOX FOR DE FE N DAN T)
(FOR DIVERSI TY CA SES ONLY)
PLF DEF
1
I US GO VERNM ENT [D7 FE DE RA L QUEST IO N

PLAINTIFF JU S GOVERNM ENT NOT A PARTY)
2 U 5 GOVERN M ENT
Q
DEFENDAN T
P LF
~ 1 C ITIZE N OF THIS STATE
DE F
~ 5 INCORPORATED BUSINESS
4 P~~E OF BUSINESS I NNN 5 S TATE

2 2 2 CITIZEN O F A NO THER STA TE
J 4 DIVERSITY
(INDI CATE C ITIZ E N S HI P OF
PARTI ES IN ITEM 111)
CE
N ANOTHE R STATE ~
3 0 3 FOREIGN CITIZEN OR SUBJECT OF

A
COU NTRY
Q 6 FO REIG N NATION
[16
IV . ORIG I N (PLACE AN K IN O N E B OX O N LY)

M~ 3R~gFN
D 1 PORIGINAL ROCEEDING D 2 S7ATOE000RO
V.
CAUSE
OF
TRANSFERRED FROM
EDREINSTATED OR ~ 5 A
DEE000RT ~ +REOPE N
~ECIFY~ISTR IC7)
APPEAL TO DISTRICT
[j 7 JUDGE FROM MAGISTRATE
6
D
l1iTGATION ,CT
ACTION (GI7E TH E U S CIVIL STATUT E U N DER WHICH YOU ARE FILING AND WRITE A BRIEF STATEME NT OF C A USE- DO NOT CITE
JURISDICTIONAL STA TUT E S U N LE SS DIVERSITY)
Federal Declaratory Judgment Act 28 U S C Section 2201 . el seq , 28 t' S C Section 133?(a)
(IF CO M PLEX, CHECK REASO N BELOW)
7 U nu sually large num b e r of pa rti e s
LI
LI
2 Unusua lly l arg e numb er of cl aims or defens e s

3 Factual issues ar e exceptionally com p lex
a 4 Gr eater than norma l vo l ume of e vi de nce

5 E xt e nd ed discovery p e riod is needed
F-1 6 Problems locating o r preserving ev i de n ce

F-1 7 P en d ing p a r a l le l investi g ations or actions by go v ernm e nt
U
EJ
e Multiple use of exp erts

9 N e ed fo r discovery outside U nite d Sl a tes boundaries
10
Existe n ce o f hi g h ly technical issu e s an d proof
CONTINUED ON REVERSE
E]EFiCIE 1 JSE ONLY
,. .~~_. AIt1IDk W #
APPLiNCi " ^^,,, lrV M .1dOM MPs_
~ ~ ~~
~~1 1-',~
.~
~t

VI A NATURE OF SUIT ( P LA CE AN X IN ON E BOX ONLY)
BANKRUPTCY - "C" MONTHS DISCOVERY TRACK
CONTRACT -"O' MONTHS DISCOVERY T RAC K
0 15U RECOMEi(YOF OA / ERPA'RJENT 5 0422 APPEAL 215USC 15 8
ENFORC EMENT O F JUDGMENT 0423 1MSFIDRAV+AL ?B US C 1 57
Q 152 RECOVERY OF DEFAULTED
STUDENT LOANS (D(CLVETERANS) ) CI V IL RIGHTS- "4' MONTHS DISCOVERY TRACK
0441 VOTING
Q 153 REiAVERY OF WERPAYAAENTOF
0442 EMPLOYMENT
VETERAN S BENEFITS
Q 443 HOtJ5T" A000hMMODATION S

Q "4 WELFARE
440 OTHER CIVIL RIGHTS
=1445 AMERICANS wAh DSABLITIF&ErFPbfl-t
044GAMERICANS wdh DISABILITIES-
CO NTRACT-"4" MONTHS DISCOV ERY TRACK

Q I 10 INSURANCE
0 120 MARINE
1 30 MLlE R PGT
Q 140 NEGOTIABLE INSTRUMENT
Q
160 STOCKHOLDERS' SUITS

190 OTHER CONTRACT
195 CONTRACT PRODUCT LABLITY
1196 FRANCHISE
REA L PRO PERTY-" 4" MONTHS DISCOVERY

TRAC K
210 LA ND COPD9V r1ATIO N
Q 220 FORECLOSURE
0 230 RENT LEASE & E.ECTNE h1i
M 240 TORTS TO LAM
Q 245 TDRT PRODUCT Ll4BLlFY
Q 296ALL OTHER REAL PROPERTY
TORTS-PERSONAL INJURY-"4" MONTHS
DISCOVERY TRACK
Q 31QARPLANE
31 5 ARPLNJE PRODUCT LIABILITY
Q 070 TAXES (U S PLAINTIFF O R

DEFENDANT)
Q B71 IRS -TH RD PARTY 261,lS C 7809
PRISONER PE i1T10NS -"0" MON THS DIS COVE RY
OTHER STATUTES -"4" MONTHS DISCOVERY
TRACK
TRACK
0400 STATE REAPPORTIONMENT
510 MOTIONS TO VACATE SENTENCE

Q `.i30 HABEAS CORPUS
0 535 HABEAS CORPUS DEATH PENALTY
Q 540 MANDAMUS & OTHER
0 X50 CIVIL RIGHTS (Pied Pro set
555 PRISON CONDITION(S) (Fled Pro ea)
430 BANKS AND 9HMIWf.'

Q
470 RAC KETEER INFLUENCED AND

CORRUPT ORGANLZAT10 N5
Q490 CONSUMER CREDIT
Q 4B0 CABL.E/SA1 ELLfTE N
[=]B70 AR FC1W1E SERVICE
Q 875 CUSTOMER CHALLENGE 12 USC

3410
0 89 1 AGRIC U LTURALACTS
=1 W2 ECONOMIC STABILIZATION ACT
Q8g! EIJVftONMElVrAL MATTER S
Q 894 ENERGY ALLOCATION ACT
FORFEITURE lPENALTY - " 4" MONTHS DISCOVERY

TRAC K
67 Q A GRICULTIJRE
330 FEDERAL EWLOYERS` LIABILITY
82U F OOD b DRUG
895 FREEDOM OF INFORMATION ACT

Q
Q 625 DRUG RELATED SEIZURE OF

PROPERTY 21 USC 881
Q [a30 L17UOR LAVKi
34D MARN E
3 45 MARNE PROD UC T LIABILITY

Q 360 MOTOR VEHICLE
355 MOTOR VEHICLE PRO DUCT
B00 APPEAL OF FEE DETERMINATION

UNDER EQlL4L ACCESS TD
JUSTICE
Q 9fi0 CONSnM 70 N4LRY OF STATE

STATUTES
OW OTH E R STATUTORY ACTIONS
Q 640 R R & TRUCK

Q G50 A f21 NE BEGS
LIABILITY
Q 35D OTHER PERSONAL INJURY
Q 362 PE R SONAL FLIURY- MEDICAL
4510 C OMMERCEAiCC R4TE SrEfC

460 DEPORTATION
P RISONER PETITIONS - "4 " MON THS DIS COVERY

TRACK
550 CIVIL RIGHTS (F ad by Cox= D
Q 555 PRISON CONDfF10N (5) (Pied by Calm*
320 ASSAULT LBEL & SLANDER
MALPRACTICE
D 3fi5 PE RS ONAL INJURY - PRODUCT
LIABILITY
E] WS ASBESTOS PERSONAL MIURY
PRO DUCT LIABILITY
FED ERA L TAX S UITS -' 4' MON THS D I SCOVERY

TRACTS
011W
1 51 M ED IIC4RE A CT
0
Q
Q
Q
SOCIAL SECURITY -"0 " MON T HS DISCOVERY

TRACK
mast Hw(13DM
0 8fi2 BLAp(LLAd("' lei)
am ass oNUC (41%1(9))
0 SIM DIVAN (405(g))
864 SSD TITLE X1A
Q 865 RSI (405(p))
Q 680 OCCUPATIONAL SAIFETYIHEALTH

Q 69D OTHER
OTHER STATUTE S - " S" MON T HS DISCOV ERY

TRACK
Q 410 PJJITTRL IST
Q a50 SECURITIES 1 COMMODITIES I
EXCHANGE
LABO R ."4" MO NTHS DISCOVERY TRACK

Q 710 FAR LABOR STANDARDS ACT
Q 720 LABORRiA GIufr RELAT I O NS
0 730 LABORMIC1vIT REPORTNG&
DISCLOSURE ACT
Q 380 OTHER PERSONAL PROPERTY

DAMAGE
Q 385 PROPERTY aWdAC-E PRODUCT
LIABILITY
OTHER STAT UTE S -" 4' MONTH S
Q 740 RALVY4Y LABOR ACT

0 790 OTHER LABOR LITIGATION
791 EMPLRET INC SECURITY ACT
TORTS - PERSONAL PROPERTY - "4" MONTHS

DISCOVERY TRACK
370 OTHER FRAUD
Q 371 TRUTH IN LENDING
DISCOVER Y TRA CK
Q ARBITRATION
(CONFlRMNM,ATEARDE WM OD IF'n
PROPERTY RIGHTS - "4" MONTHS DISCOVERY,

TRACK
D a2ocoP'raIGHTS
081U lRAd7ENl4RK
( N ot e P l ease ma rk und e rly in g Natu re of

Sui t a s wel l)
* PLEASE NOTE DISCOVERY

TRACK FOR EACH CASE
TYPE SEE LOCAL RULE
26 .3
PROPERTY RIGHTS -" 8 " MONTHS DI SCOVERY

TRA CK
=1 8W PATENT
V II . REQUES TED I N COMPLAINT :

[:]CHECK IF CLASS ACTION UNDER F R Ci v P 23 DEMAND
J URY DEMAND[Z]YES [:]NO ( CHECK YES ONLY IF DEMANDED IN C OMPLAIN T)
VIII . RELATED/REFILED CASE(S) IF ANY

JUDGE
DOCKET
CIVIL CASES ARE DEEMED RELATED IF THE PENDING CASE I NVOLVES

1
PROPERTY INCLUDED IN AN EARLIER NUMBERED PENDING SUIT
Q
2
3
NO .
(C HE C K A PP ROPRIATE BOX )
SANE ISSUE OF FACT OR ARISES OUT OF THE SAME EVENT OR TRANSACTION INCLUDED N AN EARLIER NUMBERED PENDING SUIT
VALIDITY OR NFRN GF?AENT OF THE SAME PATEN T COPYRIGHT OR TRADEMARK INCLUDED N AN EARLIER NUMBERED PENDING SUIT
4 APPEALS AR6NG IXJi OF THE SAME BANKRUPTCY CASE AND ANY CASE RELATED THERETO 4YFi1CH HAVE BEEN DECIDED BY THE SAME
BANKRUPTCY JUDGE
5
REPETITIVE CASES PIED BYPRO SE LI17G4NT5
Q 6 COMPANION OR RELATED CASE TO CASE(S ) BEING SIMULTANEOUSLY FILED INCLU D E ABBREVIATED STYLE OF OTHER CASE(S))
7
EITHER SOME OR ALL OF TH

WAS DISMISSED THIS CASE
d~I~ rz
C LL .
ISLES N THIS CASE AE RE PREVIOUSLY PNO LVED N CASE N O

IS NOT (dmo dc one bW SUBSTANTIALLY T HE SAME CASE
VN-ICH

Russell Corporation V. Andre Apaid (Premium Apparel S.A)

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Russell Corporation V. Andre Apaid (Premium Apparel S.A)

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Case 1:07-cv-00423-JOF Document 1 Filed 02/20/07 Page 1 of 15

PREMIUM APPARE L S.A.

Tria l By Struck Jury Demanded

ANDRE M. APAID , JR.

Case 1:07-cv-00423-JOF Document 1 Filed 02/20/07 Page 2 of 15

uncertainty and insecurity stemming from an actual controversy concerning their

PARTI ES, JURI SDICTION AN D VEN UE

Russell is a Delaware corporation authorized to transact business in Georgia,

Case 1:07-cv-00423-JOF Document 1 Filed 02/20/07 Page 3 of 15

information and belief, Apaid is the sole principal of Premium Apparel .

this business relationship, Defendants have traveled to Georgia in connection with

Case 1:07-cv-00423-JOF Document 1 Filed 02/20/07 Page 4 of 15

the Business Relationship, and purposefully availed themselves of the privileges

and benefits of doing business in the State of Georgia .

Case 1:07-cv-00423-JOF Document 1 Filed 02/20/07 Page 5 of 15

Case 1:07-cv-00423-JOF Document 1 Filed 02/20/07 Page 6 of 15

Case 1:07-cv-00423-JOF Document 1 Filed 02/20/07 Page 7 of 15

Premium Apparel "to cover the residual value of [Premium Apparel's]

Case 1:07-cv-00423-JOF Document 1 Filed 02/20/07 Page 8 of 15

Case 1:07-cv-00423-JOF Document 1 Filed 02/20/07 Page 9 of 15

2006, December 13, ?006, and

Case 1:07-cv-00423-JOF Document 1 Filed 02/20/07 Page 10 of 15

would otherwise incur "irreparable damage caused by a unilateral stop of

production would do to us as recognized under Haitian as well as US law" (Dec .

Case 1:07-cv-00423-JOF Document 1 Filed 02/20/07 Page 11 of 15

Case 1:07-cv-00423-JOF Document 1 Filed 02/20/07 Page 12 of 15

Case 1:07-cv-00423-JOF Document 1 Filed 02/20/07 Page 13 of 15

Case 1:07-cv-00423-JOF Document 1 Filed 02/20/07 Page 14 of 15

Case 1:07-cv-00423-JOF Document 1 Filed 02/20/07 Page 15 of 15

A trial by struck jury on all issues so triable ;

(2) a declaratory judgment against Defendants declaring that Russell

alternatively, a declaratory judgment against Defendants declaring

that the Business Relationship is unenforceable and/or terminable at will ;

Case 1:07-cv-00423-JOF Document 1-1 Filed 02/20/07 Page 1 of 2

Case 1:07-cv-00423-JOF Document 1-1 Filed 02/20/07 Page 2 of 2

Should you have further questions concerning this pl an, pl e as e do no t

Case 1:07-cv-00423-JOF Document 1-2 Filed 02/20/07 Page 1 of 2

Case 1:07-cv-00423-JOF Document 1-2 Filed 02/20/07 Page 2 of 2

Andy, Elizabeth, Bob :

Case 1:07-cv-00423-JOF Document 1-3 Filed 02/20/07 Page 1 of 6

Needless to tell y how much the news that you have

Understanding that your decision to stop working in Haiti may be

Our obligations & debts for th e dedicated and requested service,

Under the described circumstance, it maces it unlikely to be able

Case 1:07-cv-00423-JOF Document 1-3 Filed 02/20/07 Page 2 of 6

The executives of Russell understanding the Circumstances Under

Today we find o u rselves in a major financial problem and ask that

Op tion 1 : December 2006 Cl o sing

a) - The plant continu es and maintains its productio n plans at 48,000

ar ran gemen t for the

Option 2 : December 2007 closing

b) - This price will remain in affect until e reach a volume of 60

Case 1:07-cv-00423-JOF Document 1-3 Filed 02/20/07 Page 3 of 6

option 3 : Dece mb er 2 00 8 c l o sing

- At that tim e the pl a nt will clo se .

c) - FDPI/Russell will m a ke necessary financial arrangement to pay for the

Possibility for options 2 and 3

W ith th e risk o f s o u n d in g ten - bus-Hes s l ik e : afte r the re cen t phila n t h ro p ic

subject : Situation of Russell - Hai ti project

Case 1:07-cv-00423-JOF Document 1-3 Filed 02/20/07 Page 4 of 6

Case 1:07-cv-00423-JOF Document 1-3 Filed 02/20/07 Page 5 of 6

equipment for 70,000 dozens per week .

Case 1:07-cv-00423-JOF Document 1-3 Filed 02/20/07 Page 6 of 6

Arrd re M, Apatd ion- bd