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Taylor v. Elmore

Court of Appeals of Indiana

February 18, 2014

JONATHAN " SLADE" TAYLOR and MARK A. CASEY, Appellants-Plaintiffs,
v.
ERIC " RICO" ELMORE and FATHEADZ, INC., Appellees-Defendants

Editorial Note:

These opinions are not precedents and cannot be cited or relied upon unless used when establishing res judicata or collateral estoppel or in actions between the same party. Indiana Rules of Appellate Procedure 65(D).

APPEAL FROM THE HENDRICKS SUPERIOR COURT. The Honorable David H. Coleman, Judge. Cause No. 32D02-1109-PL-108.

ATTORNEY FOR APPELLANT JONATHAN " SLADE" TAYLOR: TRAVIS W. MONTGOMERY, Parr Richey Obremskey Frandsen & Patterson LLP, Indianapolis, Indiana.

ATTORNEY FOR APPELLEES: ANDREW L. TEEL, Haller & Colvin, P.C., Fort Wayne, Indiana.

SHEPARD, Senior Judge. VAIDIK, C.J., and BRADFORD, J., concur.

OPINION

MEMORANDUM DECISION - NOT FOR PUBLICATION

SHEPARD, Senior Judge.

The CEO bought out the other shareholders at just a fraction of their investments by representing that the company was failing, neglecting to tell them that a big deal with Walmart was imminent. The trial court granted summary judgment for the CEO and the corporation on a complaint alleging fraud and other claims. We reverse.

FACTS AND PROCEDURAL HISTORY

Fatheadz, Inc., sells sunglasses designed for people with large heads. In 2008, Jonathan " Slade" Taylor invested $40,000 in the company and became one of its shareholders. At the time, other shareholders included Eric " Rico" Elmore, the CEO; Mark Casey, President; and Rico's brother Dan Elmore, Vice President.

Slade worked as Fatheadz's International Sales Director. In that role, he hired an attorney to draft an exclusive distributor agreement, traveled to Australia to meet with potential distributors, and established distribution arrangements there in anticipation of Fatheadz's future expansion overseas. Rico acknowledged in an email that Slade had " put in endless amounts of time including starting Fatheadz Australia." Appellant's App. p. 145. Slade believed he would be compensated for his work and reimbursed for his out-of-pocket expenses.

Slade also worked with Mark and Dan to assess the company's cash flow problems. They discovered that Rico put personal expenses on multiple credit cards that were being paid from Fatheadz accounts, that sales revenues were not being properly recorded, that the company had outstanding bills from law firms, and that it had been sued numerous times for failure to pay its trade creditors. In addition, in early 2009, Rico unilaterally changed Fatheadz's primary place of banking from Huntington National Bank to another bank. Slade, Mark, and Dan repeatedly asked Rico for basic financial information such as the name of the new bank, the company's account number, and bank documents, but Rico denied their requests.

When Fatheadz continued to ignore good business practices, Mark and Dan decided to consult an attorney. The attorney agreed with their concerns and advised them to leave the company. In April and May 2009, Mark and Dan resigned from Fatheadz. Although their company shares were relinquished at ...


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