Lincoln County Superior Court

Claims lodged in Boothbay Harbor business dispute

Tue, 04/21/2015 - 1:00pm

A lawsuit brought by former McSeagull’s Restaurant general manager Ralph Smith asks that the Boothbay man be named 51-percent owner of its parent business Gone Skiing.

In court filings, shareholders Gail Ogilvie and Ronald Stoddard and their co-defendant Gone Skiing all oppose Smith’s request. The three defendants raise their own claims regarding Smith’s business conduct while he managed the Boothbay Harbor restaurant.

The series of claims and responses filed through mid-April stem from Smith’s civil complaint in Lincoln County Superior Court in Wiscasset. Smith’s January suit asks the court to declare him the 51-percent owner of Gone Skiing, which according to the parties’ court filings, owns and operates McSeagull’s Restaurant.

Ogilvie’s answer to Smith’s suit asks that it be dismissed; the Richmond woman has counterclaimed that Smith’s conduct as an officer was not in the company’s best interests, and harmed her as a shareholder.

“Smith received financial benefits to which he was not entitled, and did not deal fairly with the corporation and its other shareholders,” Ogilvie writes in the March 23 answer and counterclaim.

The document, which Ogilvie filed pro se, seeks unspecified damages as well as a judgment that she owns three shares that she previously transferred to Smith.

From April 9 to April 13, the court received Smith’s answers to the parties’ counterclaims. The answers deny allegations, including claims that Smith paid himself excessive wages.

In arguing that Smith be declared Gone Skiing’s 51-percent owner, Smith’s complaint refers to a document dated October 15, 2011.

The document, filed with the complaint as “Exhibit A,” states that Stoddard agrees to sell all but two of his shares to Ralph and Elena Smith. It states that Stoddard will receive $10,000 a year from McSeagull’s for six years, starting Sept. 1, 2012, and another $10,000 a year from Ralph and Elena Smith during the same time frame.

“Stoddard breached the agreement by refusing to turn over the stock certificates ... and by purporting to repudiate, by words and actions, Smith’s majority ownership of Gone Skiing,” Smith’s lawyers George Dilworth and Adrianne Fouts write.

Smith’s actions make the contract void or voidable, Stoddard’s lawyer David Lipman argues in a March 20 counterclaim.

“Smith misrepresented his operations and management of the corporation .... As a result ... Stoddard was defrauded and entered into a contract to sell stock to Smith,” Lipman writes.

Stoddard’s counterclaim seeks the contract’s voiding; asks the court to order a constructive trust on certain assets of Smith’s; and asks the court to find that it is appropriate to award those assets to Stoddard, Gone Skiing, or both.

A scheduling order that Justice Daniel Billings signed March 25 sets a Nov. 25, 2015 deadline for the information-gathering phase of the case.