1 Partner Sues 2 Others At Real Estate Partners

Thursday, November 14, 2013

One partner has sued the two others in the Real Estate Partners firm.

In the Chancery Court complaint filed by Gina M. Sakich, it was asked that Darlene Brown and Adelia Mosley be restrained "from taking any further action to harm the company by further violations of the terms of the company's operating agreement."

Attorney John Anderson asked that the realty firm, which focuses on downtown properties, be placed in receivership. He said attorney Rick Jahn Jr. should be named as receiver.

Chancellor Jeff Atherton denied the request based on a clause in the management agreement that says business disputes are to be handled by arbitration or mediation and not in the courts.

Attorney Bart Quinn, who represents Ms. Brown, said all of the allegations are unfounded and will be vigorously defended. 

The suit says Real Estate Partners was started by Ms. Brown and Belinda J. Winslett in December 2006. Ms. Winslett later transferred her interest to Ms. Sakich and Ms. Brown, leaving them with 50 percent each.

Each transferred five percent to Ms. Mosley.

The suit says Ms. Mosley has since sided with Ms. Brown, giving Ms. Brown effective control.

The complaint says in September, Ms. Winslett offered to purchase Ms. Sakich's 45 percent voting interest and half of her financial interest (22.5 percent) for $150,000, with $50,000 down and the balance over five years at 10 percent interest.

Ms. Sakich said she advised Ms. Brown and Ms. Mosley of the offer by letter.

The suit says she offered to sell her interest in the company to the other company members at the same price and the same terms as offered by Ms. Winslett.

The complaint says Ms. Brown then gave notice of a special company meeting for Sept. 30. Items on the agenda included payment for services as managing broker and election of managing broker as president. That meeting was called off along with one set for Oct. 4.

Ms. Sakich said she was advised on Oct. 23 by an employee of the company that Ms. Brown and Ms. Mosley had "engaged in a secret company retreat on or about Oct. 21 at an undisclosed location."

Ms. Sakich said the company has had such retreats in the past and all members have been involved.

She said she sent an email asking what was discussed at "the secret company retreat."

The suit says Ms. Brown responded by saying there would be a special meeting on Nov. 6. Ms. Sakich said she repeatedly requested an agenda, but was not given one.

Ms, Sakich said after she arrived at the special meeting she was given an agenda. Items included election of officer, duties of president, and payment of managing broker as well as marketing director's salary.

The complaint says it is believed that the defendants plan to install Ms. Brown as managing broker and compensate her "for alleged past services rendered in a position that currently does not exist within the company, and to subsequently move to elect Ms. Brown as president of the company."

The suit said the moves would create an environment that would discourage Ms. Winslett from purchasing Ms. Sakich's shares in the company.

It says the actions of the defendants amount to "a poison pill" intended "to make membership in the company abhorrent in an effort to devalue plaintiff's membership interests and prevent Ms. Winslett from purchasing the same, or to encourage plaintiff to sell her interests at an amount less than offered by Ms. Winslett."

It is also claimed that Ms. Mosley refused to provide to Ms. Sakich the password to the company email account.    



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