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A northern Indiana transportation company has obtained a temporary restraining order against its former general counsel, a state lawmaker and several other defendants in a dispute over the sale of more than $28 million of the company’s stock that forced the original owners out.
Marion County Commercial Court Judge Heather Welch issued the TRO on Oct. 26 in Timothy Evans and James Evans v. Joseph M. Davis, Joseph J. Montel, Robert Morris, Stephen W. Carnes, Aqua Power Systems, Inc., and Tradition Transportation Group, Inc., 49D01-2310-PL-041340.
Her order enjoins the defendants from executing a binding agreement to enter into any significant transaction involving the sale of all or substantially all of Tradition Transportation Group Inc.’s assets and an agreement to sell any asset below satisfaction of the debt or loan value of the asset or to lease any asset below its cost, among other provisions.
The complaint, filed Oct. 23, alleges “a scheme involving multiple deceptive and fraudulent maneuvers” that led to the defendants acquiring the plaintiffs’ ownership of TTG, “having tens of millions of dollars in value, in exchange for phantom promises for payment and inflated warrants in (Aqua Power Systems Inc.), and then shut Plaintiffs out of their business after Plaintiffs stumbled upon Defendants’ scheme to sell TTG’s valuable assets for their own benefit.”
The plaintiffs are Timothy and James Evans, founding shareholders of TTG.
Among the defendants is Joseph Montel, a Carmel lawyer described in the complaint as the Evanses’ “regular, go-to lawyer” since the early 1990s.
“At his urging, Tim included Montel as an initial shareholder of TTG, and Montel acted at all times as TTG’s general counsel,” according to the complaint. “Until October of 2023, Montel was a trusted attorney, advisor and fiduciary for Tim and Jim.”
Other defendants include TTG; Aqua Power Systems Inc., or APSI, a Nevada corporation; Joseph Davis, a billing clerk and customer service representative for TTG; Robert Morris, a state representative, director of APSI and eventual director of TTG; and Stephen Carnes, an investor, director and executive of APSI.
According to the complaint, approaching the end of 2022, The Evanses maintained ownership and control of approximately 77% of TTG stock.
In 2022, the Evanses and Montel were approached by their minority partner/shareholder, Davis, about the potential to take TTG public and divest their ownership over time as they approached potential retirement in the next 10 years.
On Dec. 28, 2022, Davis entered into an agreement with the Evanses and Montel to purchase their direct or indirect ownership of TTG’s stock.
“…(I)n December 2022 and January 2023, Carnes, Davis and Morris through APSI and the influence of Montel, acquired all of the stock of TTG, valued by APSI at over $28,000,000 in exchange for an initial payment of only $225,000 and all future payments secured by illusory promissory notes and guarantees, as well as promises by Defendants of Plaintiffs’ continued employment and control of TTG’s operations until Plaintiffs were paid in full,” the complaint alleges.
It goes on to say that after the defendants secured the Evanses’ stock in TTG, they intentionally delayed APSI’s payout schedule on the plaintiff’s promissory notes so that no payments would be made to the plaintiffs.
“Third, Defendants manufactured and exacerbated financial stresses at TTG in July and early August of 2023, including manipulating lender relationship with loans personally guaranteed by Plaintiffs, to exert undue pressure on Plaintiffs and induce them to exchange their promissory notes for warrants to acquire stock in APSI, at values known by Defendants to be worthless, for reasons hidden from Plaintiffs,” the complaint continues. “Defendants simultaneously made false and misleading statements and promises to Plaintiffs to induce them to resign their positions as the leading directors and officers of TTG.”
Finally, “after fraudulently removing Plaintiffs from their decision-making control over TTG, in October of 2023 Defendants caused TTG to breach Plaintiffs’ employment agreements, fabricating ‘for-cause’ terminations of Plaintiffs’ employment, without basis or rational explanation. Defendants thus locked Plaintiffs out of their business in order to gain control over TTG’s assets, operations and information and to conceal Defendants’ plans to sell or trade away TTG without compensation to Plaintiffs.
“This orchestrated conduct and scheming by Defendants deprived Plaintiffs of their valuable investments, including eight years of sweat-equity that transformed TTG into an over $25 million company, and damaged Plaintiffs’ hard-earned, excellent business reputations in the transportation industry,” the Evanses allege.
The plaintiffs claim the defendants are liable under the Indiana Uniform Securities Act, Indiana common law and the Indiana Crime Victims Relief Act.
The complaint alleges 10 counts:
- Two counts of securities fraud against Carnes, Davis and Morris.
- Breach of fiduciary duty against Montel and Davis.
- Two counts of breach of contract, one against TTG and the other against Davis and APSI.
- Fraudulent inducement/recission of second amendment to multiparty stock purchase agreement against TTG and APSI.
- Constructive fraud against APSI, Carnes, Davis and Morris.
- Actual fraud against all defendants.
- Statutory fraud against all defendants.
- A claim for injunctive relief against all defendants.
Finally, the complaint is seeking damages, interest and costs.
Welch’s TRO order also prohibits “any transaction causing a default of any TTG indebtedness” and “any transaction … that puts Plaintiffs in a different position under Plaintiffs’ personal loan guarantees than the position of Defendants Davis and Montel under their personal loan guarantees … .” Also, the defendants must respond to the plaintiffs’ written discovery on an expedited basis, on or before Wednesday, and make themselves available for deposition on or before Nov. 10.
Indiana Lawyer has reached out to defense counsel for comment.
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