PARIS – C.N. Brown Co. charged Tuesday in answer to a lawsuit that minority shareholders Bob Bahre and his son Gary tried to make an exorbitant profit on their investment and violated their trustee duties by being greedy and abusive.
In a 24-page response to the Bahres’ lawsuit filed in Oxford County Superior Court last month, the Paris fuel oil dealer claims the Bahres threatened to release confidential company information and induced C.N. Brown to market itself for sale as a way to force the company to buy their shares at an unreasonable price.
“(Bob Bahre) was looking for a way to make a big profit,” said C.N. Brown attorney Stephen Langsdorf. The Bahres, of Alton, N.H., acquired a 40 percent interest in the company in 2006 and say they have been denied a seat on the board of directors. The stocks are privately held.
“We think this case was brought because basically (Bahre) doesn’t like being a minority shareholder without control of the company and he wants a way to make a profit,” Langsdorf said.
The directors spent about a year marketing the company, but failed to find a buyer that would make a company sale viable, Langsdorf said. Several potential buyers, local and “not so local,” expressed interest in the company, he said.
The Bahres, formerly of Paris, filed a complaint against the company and its five-member board of directors, claiming they engaged in “illegal, oppressive or fraudulent behavior.” The directors are Chief Executive Officer Harold Jones of Norway; his daughter Jinger Duryea of Norway, president; son Kurt Jones of Falmouth, treasurer; son Grant Jones of Norway, senior vice president; Charles “Chick” Wilkins, vice president and general manager. The allegations include misapplying and wasting corporate assets.
Langsdorf said the company denies the allegations.
In its answer to the lawsuit, C.N. Brown contends the Bahres were able to buy company shares at a “deep discount” because of an estate tax liability and they made every effort to make an “exorbitant” profit on their investment.
On March 3, C.N. Brown claims, the Bahres threatened to file the lawsuit unless an agreement was made within two days to pay an “exorbitant and non-negotiable price” to them for their shares.
Langsdorf said he did not have the exact amount that was requested but said it was “a lot more than (Bahre) invested” and that the amount was “outrageous.”
The company has filed counterclaims against Bob and Gary Bahre, asking for damages, injunctive relief and other remedies as a result of what it claims is the Bahres “misappropriation of trade secrets, breach of fiduciary duties owed to C.N. Brown, tortious interference, trade libel, commercial defamation and other improper conduct.”
The counterclaims include a request for injunctive relief to prevent the Bahres from disparaging C.N. Brown and revealing further trade secrets and confidential business information and for commercial defamation and disparagements.
“It’s pretty much what we expected,” said the Bahres’ attorney, Chris Coggeshall.
The Bahres have asked that the case be moved from Oxford County Superior Court to the Business and Consumer Court in West Bath. The court, which was established about two years ago, hears selected actions involving business and/or consumer disputes.
Langsdorf said C.N. Brown remains strong and competitive and that its move to put the company on the market was not because of financial difficulties.
“C.N. Brown is doing very well,” he said. “It’s a strong company and (Bahre’s) claim the company should be dissolved is solely one to benefit him personally.”
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