Date: 11-18-2014

Case Style: Green Country Sewer Co., LLC v. Cheryl Hall

Case Number: CJ-2014-1460

Judge: Dana Kuehn

Court: District Court, Tulsa County, Oklahoma

Plaintiff's Attorney: Gentner Drummond and Bryan Harrington

Defendant's Attorney: Jim Proszek, Tim Posey and Rod Wiemenr

Description: COMES NOW Plaintiff Green Country Sewer Co., L.L.C. and for its cause of action the Defendant, alleges and states:
1. Plaintiff Green Country Sewer Company, L.L.C. (“Green Country” or the “Company”), a Limited Liability Company duly organized under the laws of the State of Oklahoma and was all times authorized to transact business in the State of Oklahoma.
2. Defendant Cheryl Hall is a resident of Oklahoma County, State of Oklahoma. This court has jurisdiction over, and is the proper venue for, this cause of action.
3. This court has jurisidcation over, and is the property venue for, this cause of action.
Foundational Facts
4. Green Country was converted from an Oklahoma corporation to an Oklahoma Limited
Liability Company on February 7, 2003. Upon its conversion, 50% of the membership units of
Green Country were owned by Jack and Yvonne Spradling as Trustees of the Spradling Living
Trust, the remaining 50% of the membership units was owned by Jean Spradling.
5. No membership units were transferred on the books of Green Country from Jean
Spradling to any other party or entity, nor were Jack or Yvonne Spradling given written notice of
any putative transfers.
6. Cousins Jean Spradling and Jack Spradling were the co-managers of Green Country, with Jean Spradling having day-to-day control of the financial operations of Green Country from the date the corporation was initially formed.
7. On or about January 10, 2012, Green Country received an accounting report from Brown, Kinion & Co. C.P.A., Inc. (the “Brown Kinion Report”) prepared from and based on the records of Green Country ending September 30, 2011. The Brown Kinion Report indicated that Jean Spradling had, through his mismanagement, malfeasance and/or fraud, overpaid himself $419,928.84 and Cheryl Hall $74,942.49, for a total $494,871.33 from Green Country’s accounts. Cheryl Hall is not cosanguine with Jean Spradling and, on information and belie1 has never been formally adopted by Jean Spradling.
8. For a period exceeding 12 months prior to August 2012, prior even to the preparation of the Brown Kinion Report, Green Country made offers to purchase Jean Spradling’s interest in the Company. Jean Spradling started the oilers by walking into the Company office in June of 2010 and stating to Jack 7 want to sell my half interest in the Company back to the Company and I want to sell now’. Jack Spradling was surprised by the request. After that date Jack Spradling made several offers to Jean Spradlingl to purchase his interest in Green Country. Jean Spradling never personally rebuffed any of these offers. Each time an offer was made Jean would state that he did not disagree with the numbers and that he could live with the deal, or some other form of agreement. However, he would take the offer home and then, when he came back into the office a few days later, would state that ‘Chetyl says i/is not enough money.’
9. These offers continued through time, and in response to an offer made by the Company in in the Spring of 2012 Jean Spradling indicated in the Company’s offices that Green Country’s offer was acceptable left the office without executing an acceptance of the offer. Jean Spradling later returned to the office and told Jack Spradling that ‘Cheryl and Joseph don’t want me to sell so I guess we will go on like we are ‘ Jean Spradling repeatedly rebuffed these offers with the rejoinder that “Cheryl says it’s not enough.”
10. On August 3, 2012, Jack and Yvonne Spradling invited Jean Spradling to their home at
1908 West Birmingham Street, Broken Arrow, Tulsa County, State of Oklahoma, to discuss the sale of Jean’s interest in Green Country. Yvonne Spradling invited Jean Spradling by telephone and specifically asked if Jean wanted to have Cheryl Hall or Pete Hall accompany him to the meeting. Jean Spradling declined the offer, specifically stating that “No, I can take care of this myself”
First Cause of Action
(Interference with Contract by Cheryl Hall)
11. Plaintiff adopts and incorporates by reference all the allegations of paragraphs 1 through
10, contained herein each inclusive as though fully set forth herein.
12. On the evening of August 3, 2012, Jean Spradling executed a contract (the “Contract,” a
copy of which is attached as Exhibit “A”) which provided for:
a. Payment of $1,729,266.78 in compensation to him. This included:
i. Payment $576,202.62 over 20 years at an interest rate of 3.25%. (The monthly payment to Jean Spradling would be $3,268.20 with total payments of $784,368.00 including interest.)
ii. Immediate forgiveness of any outstanding debts and amounts Jean Spradling or Cheryl Hall owed to Green Country, which as of that date totaled
$1,153,064.16.
b. Return of Jean Spradling’s entire interest in Green Country to the Company and his immediate resignation as a manager of Green Country.
13. The Contract was executed by Jean Spradling, on his own behalf, and Jack Spradling, on behalf of Green Country, at the home of Jack and Yvonne Spradling at 1908 West Birmingham Street, Broken Arrow, Tulsa County, State of Oklahoma.
14. Cheryl Hall was not a party to the Contract, nor was she ever a record owner of any interest in Green Country as an Oklahoma Corporation or an Oklahoma Limited Liability Company.
15. On or about August 16, 2012, Defendant Cheryl Hall sent a letter (the “Letter,” attached as Exhibit “B”) to Jack Spradling, do Green Country Sewer Company, LLC at both 2018 E. 33Ed Place South, Broken Arrow (in Wagoner County) and at Jack Spradling’s home address of 1908 West Birmingham Street, Broken Arrow, (in Tulsa County).
16. The Letter states in part: “We repudiate the contract and all agreements and terms set forth in it that you presented to Jean Spradling on August 3, 2012.” The Letter is signed by Cheryl Hall only. Jean Spradling did not sign or acknowledge the Letter. Jean Spradiing never contacted the Company, or Jack Spradling, about the letter from Cheryl Hall, nor did he ever deny that he owed the money back to the Company.
17. The Letter, on its face, acknowledges the existence of the Contract, Defendant Hall’s knowledge of the Contract, and her intent to interfere with or otherwise make performance of the Contract impossible.
18. On or about August 1 5th (Dr. Spence) August 27(11 (Dr. McCoy) and September 1 5th (Dr. Gin) 2012, Defendant Hall, or her agents, took Jean Spradling to several doctors in an attempt to have him declared mentally incompetent and activate a power of attorney in Hall’s favor.
1 9. Defendant Hall, as stated in the Letter, diverted the payments due under the Contract to her at her address in Oklahoma City and refused to cash the payments.
20. Defendant Hall’s actions in sending the Letter and diverting the payments under the
Contract were improper and taken at a time when she was without lawful authority to act on
behalf of Jean Spradling.
21. On or about April 1,2013, Defendant Flail, as attorney-in-fact for Jean Spradling, filed a
declaratory judgment action in the District Court for Wagoner County, State of Oklahoma. In
that action she seeks a declaration that the Contract is invalid, an accounting, and the dissolution
of Green Country.
22. All Defendant Hall’s actions were done with the intention of causing monetary damage to
Green Country. These actions have caused actual damages to Green Country in excess of
$10,000.
WHEREFORE, premises considered, Plaintiff Green Country prays that it have judgment on its First Cause of Action and that Defendant Hall be found to have wilfully and maliciously committed the tort of interference with contract, and that she be held liable for the actual damages to Green Country from this interference in excess of $10,000 and for any exemplary damages warranted by the facts.
Green Country finally prays for all costs of this action and for such other and further relief as may be just and equitable.

Defendant's Answer

The Defendant, Cheryl Hall, answers the Petition For Damages (“Petition)” as follows:
1. Defendant admits paragraph I of the Petition.
2. Defendant admits paragraph 2 of the Petition.
3. Defendant denies paragraph 3 of the Petition.
4. Defendant does not have sufficient information paragraph 4 of the Petition.
5. Defendant does not have sufficient information paragraph 5 of the Petition.
or belief to admit or deny or belief to admit or deny
6. Defendant admits paragraph 6 to the extent that it alleges that Jean Spradling and Jack Spradling were the co-managers of Green County. Defendant does not have sufficient information or belief to admit or deny the balance of the allegations of paragraph 6.
7. Defendant does not have sufficient information or belief to admit or deny the first two sentences of paragraph 7 of the Petition. Defendant admits that she is not related by blood to Jean Spradling but denies that she was never formally adopted by Jean Spradling.
8. Defendant denies the first sentence of paragraph 8. Defendant does not sufficient information or belief to admit or deny the second and third sentences of paragraph 8.
Defendant admits the fourth sentence of paragraph 8. Defendant denies the balance of the allegations of paragraph 8.
9. Defendant denies paragraph 9 of the Petition.
10. Defendant does not have sufficient information or belief to admit or deny paragraph 10.
II. Paragraph 11 re-alleges previous allegations and is admitted or denied as set forth above in paragraphs I — 10 of this Answer.
12. Defendant admits paragraph 12 only to the extent that it alleges that Jean Spradling signed a document on August 3, 2012. Defendant denies the balance of the allegations of paragraph 12.
13. Defendant admits paragraph 13 to the extent that any document executed by Jean Spradling on August 3 was at the home of Jack Spradling. Defendant denies all other allegations of paragraph 13.
14. Defendant admits paragraph 14 to the extent it alleges that she was not a party to the contract but denies the balance of the allegations of paragraph 14.
15. Defendant admits paragraph 15 of the Petition.
16. Defendant admits the first two sentences of paragraph 16 and denies the balance of the allegations of paragraph 16.
17. Defendant denies paragraph 17.
18. Defendant admits paragraph 18 to the extent that it alleges that Jean Spradlig went to doctors to assess his mental capacity. Defendant denies the balance of the allegations of paragraph 18.
19. Defendant denies paragraph 19 of the Petition.
20. Defendant denies paragraph 20 of the Petition.
21. Defendant admits paragraph 21 of the Petition.
22. Defendant denies paragraph 22 of the Petition.
23. Defendant denies all other allegations of the Petition that are not specifically admitted herein.
AFFIRMATIVE DEFENSES
24. Lack of privity. Plaintiff was not a party to the alleged Contract at issue.
25. Lack of consideration for the alleged Contract at issue.
26. The alleged Contract at issue was repudiated, rescinded, or rejected by Jean Spradling prior to any consideration being tendered.
27. The alleged Contract at issue is null and void due to lack of capacity, fraud, undue influence and/or duress.
28. Improper venue.
29. Failure to state a claim upon which relief can be granted.
30. Lack of standing.

Outcome: Settled and dismissed with prejudice.

Plaintiff's Experts:

Defendant's Experts:

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