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VeroBlue civil suit won’t get to trial until 2020

Defendants’ breaches of fiduciary duty called ‘willful and egregious’

— Daily Freeman-Journal photo by Anne Blankenship New scheduling filed Dec. 18 pushes back the timeline for the civil law suit brought against VeroBlue Farms principals Leslie A. Wulf, Bruce A. Hall, James Rea, John E. “Ted” Rea and Keith Driver. VeroBlue Farms is demanding a jury trial which has been scheduled for June 22, 2020.

VeroBlue Farms will get its day in court with former executives no sooner than June 2020.

It will likely take at least that long for the defendants to satisfactorily account for where and how the nearly $100 million in funds belonging to the Webster City-based aquaculture firm were spent or lost, according to the most recent filings in the United States District Court Northern District of Iowa in the case of VeroBlue Farms USA Inc. v. Wulf, et al.

VBF is demanding a jury trial.

The new scheduling, filed Dec. 18, pushes back the timeline for the civil suit brought against Leslie A. Wulf, Bruce A. Hall, James Rea, John E. “Ted” Rea and Keith Driver.

With the exception of Hall, all of the defendants are Canadian citizens.

Wulf and James and Ted Rea have permanent resident alien status in the United States, the filings disclose. Wulf was VBF “director, officer and employee (and/or contractor)” from Oct. 1, 2014, through Nov. 6, 2017. James Rea’s employment lasted from Oct. 1, 2014, through Jan. 8, 2018. Ted Rea was employed from Oct. 1, 2014, until Oct. 27, 2017.

Driver, a resident of Calgary, Alberta, Canada, according to the court filings, was employed by VBF from Oct. 1, 2014, through Jan. 13, 2017.

Hall, who is described by the court as a citizen of Texas, worked for VBF from Oct. 1, 2014, through Oct. 27, 2017.

In each case, the men’s employment was “terminated,” court filings show.

They are accused of breach of fiduciary duty and fraudulent concealment, a court filing shows.

VBF is registered as a Nevada corporation.

The new court schedule gives the parties until April 23, 2019, to add parties and/or amend pleadings.

The deadline for completion of discovery is Oct. 19, 2019.

The trial ready date is June 22, 2020. “The parties need to comply with these revised deadlines and should consider the trial date to be firm,” the order amending the case schedule states.

VBF, which promised to make fish a leading commodity in Webster City, filed for Chapter 11 in federal bankruptcy court earlier this year, disclosing that it had more than $100 million debt, most of it unsecured.

VBF, according to its bankruptcy petition, owes $98,943,246.22 in unsecured debt to its top 20 creditors.

It has another $6 million in secured debt, that being assigned to Broadmoor Financial, L.P., of Wichita, Kansas, VBF’s top creditor. VBF owes more than $53 million to that firm alone.

The bankruptcy leaves in its wake more than 80 creditors that run the gamut of large to small, local to national, all with one thing in common: They are left holding the bag.

In early 2015, Wulf outlined his vision for VBF in a story in The Messenger.

“The long-term goal for the company is to perfect what we’re doing in Webster City,” he said, “a hub and a grower network.

“The urban farm is the hub and the grower network is the fingers off of that,” he said.

“Fast forward a couple years from now and we have this (system) perfected, we think that around the country, we could have five to seven other hubs. Wherever there is water and a vibrant farming community, we can do other hubs.”

But the civil suit filed July 31, 2018, details what it calls “schemes consummated by the defendants” that it says continued for about three years.

Those accusations include the following:

1. The defendants directed that 1.25 million shares of VBF stock be transferred from VBF’s Canadian affiliate to a separate company that was owned and controlled by some of the defendants. The stock was transferred at a rate of $1.25 per share at a time the same stock was offered elsewhere for 90 cents a share. The result, the suit claims, is that the defendants pocketed $1.125 million in stock at no cost. It claims that this action caused the resulting VBF stock to lose value. All of the defendants, with the exception of Hall, are Canadian citizens, according to the civil lawsuit filing.

2. A $375,000 payment from VBF to a separate company, American Growth Funding LLC, was actually for two loans from AGF to BAJJEER II LLC, another Canadian company owned and controlled by some of the defendants.

3. Wulf rebuilt a personal lake house using a VBF employee, Tracy Arbanas, as a construction overseer while her $97,500 annual salary was being paid by VBF. VBF also picked up the tab for Arbanas’ housing during that period and snacks for the work crew. Total bill to VBF: $107,490.51.

4. Gregg Sedun loaned VBF $200,000 and $50,000 on separate occasions through his firm, Alcaron Capital Corp., in June 23, 2016, the suit says. The next month, on July 12, 2016, VBF paid Alcaron $326,056. That showed an interest payment of $76,000 for a less than one month period. On the same day, the suit claims, Wulf authorized VBF to issue 1,500,000 shares of VBF stock to Alcaron without requesting that it pay for the stock. At the time, the stock was worth 90 cents a share, or $1,350,000. Two days later, on July 14, Sedun loaned Wulf $225,000 for the Texas lake house, the suit says. Also, Wulf made Sedun a VBF director.

5. The five defendants set their own compensation at $400,000 each annually, the suit says. The exception is Driver, who was paid $325,000 a year. The tab: $1.675 million a year.

6. “None of you have ever seen me and you do not know who I am.” That is the statement the lawsuit claims was uttered by Christine Gagne, Wulf’s daughter, who worked for VBF occasionally, but under another name: Ronnie O’Brien. According to the suit, Gagne is a Canadian citizen “who would often drive from Canada allegedly to work at VBF in Webster City.” The suit alleges it was Wulf who directed that his daughter be paid as “O’Brien.” Total paid: $52,264.28.

7. Because the delivery of live fish was ordinarily handled by the purchaser, the suit questions why VBF, under the direction of the defendants, bought six tractor trailers that sat dormant. Cost: $375,237.77.

8. Instead of directly buying the specialized fish tanks needed from a supplier, the defendants set up another company, Opposing Flows Aquaculture, Inc., in 2014, which became a “middleman” for tank purchases, according to the civil suit. Cost: That is what the suit would like to know.

The suit also alleges that VBF money was misused for personal expenses: a $310,000 house in Webster City, a fleet of 22 company vehicles, personal travel expenses out of state and out of the country, personal living expenses and use of a VBF comptroller for personal accounting.

In all, the civil suit sets out these allegations: fraudulent misrepresentation, constructive fraud, aiding and abetting, unjust enrichment, equitable accounting and declaratory judgment by all defendants.

It calls the defendants’ breaches of fiduciary duty “willful and egregious.”

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