Thursday, October 29, 2015
A Few Cases I am Following
A Few Cases I am Following
There are number of cases pending in Jefferson County that I’m following (neither I nor Stoll Keenon Ogden are involved in any of these cases). They are:
· Barnes v. Oasis Computer Solutions, Inc., No. 15-CI-004778 (Jefferson Circuit Court, Division 11). In this case, Barnes, a 10% shareholder in Oasis, alleges that he was terminated as part of the scheme to reacquire his 10% ownership in the corporation and that he has been denied the opportunity to collect and review company business records so as to properly value his shares. He is asserting as well that the majority and other shareholders stood in a fiduciary relationship with one another. There is also a claim for tortious interference with economic advantage.
· Perkins v. Rumpke, Case 15-CI-04992 (Jefferson Circuit Court, Division 8). This complaint asserts that Rumpke, in alliance with Jones and Driveway Dumpsters, LLC, effected a scheme pursuant to which they learned the dumpster business from Perkins and then set up a competing venture, Driveway Dumpsters, LLC. No answer has yet been filed.
· Francis v. Francis & Company, Inc. No. 15-CI-04112 (Jefferson Circuit Court, Division 12). Francis, a shareholder in, and former officer and director of, Francis & Co., Inc., charges that the majority shareholder has “acted to deprive plaintiff of his right to the benefits, privileges, and responsibilities of stock ownership” by locking him out of the business and separately misusing corporate assets for personal use. The various claims largely are alleged both individually and derivatively. One relief sought is judicial dissolution. A counter-claim has been filed alleging that the plaintiff used company assets for personal expenses. Curiously, the defendants assert in the answer that the corporation does not have a board of directors.
· Cecilia Henderson v. Spirited Holdings, LLC, Case No. 15-CI-002636 (Jefferson Circuit Court, Division 8). This suit involves the management of Spirited Holdings, LLC, previously equally owned by Lincoln Henderson (now deceased) and his son Wesley Henderson. Lincoln’s will left his 50% interest in the company to his wife, and Wesley’s mother, Cecilia. She alleges, inter alia, that Wesley has cut her out of the business, depriving her of financial information, and has as well deprived her of the proceeds of the sale of Angel’s Envy (partially owned by Spirited Holdings) to Bacardi. The defense appears to be (and this is gleaned from the answer only) that Cecilia is a mere assignee of Lincoln, as an assignee is not a member of the LLC, and has no rights vis-à-vis the LLC.
· Last, Edward Flint has filed a pair of new complaints, one in state court and the other in federal.
►In the state action Flint v. Gannett Co., Inc., No. 15-CI-05156 (Jeff. Cir. Ct. Div. 7), a variety of allegations sounding in fraud and breach of fiduciary duty are made against Gannett (i.e., the Courier-Journal) and various of its officers for failure to publish stories about alleged malfeasance by various Kentucky judges and Governor Beshear. Certain of the allegations are based upon the Courier-Journal not informing the public about the petition for impeachment of Governor Beshear that Plaintiff Flint separately filed with the Kentucky General Assembly.
►In the federal action, Flint v. Beshear, Case No. 3:15-CV-777-DJH (W.D. Ky), Governor Beshear is charged with a number of improprieties including letting MetLife Insurance Company raise premiums without official approval while he has been Governor and that he bribed members of the General Assembly to not hold an impeachment trial.