Peter Lazar, et al. v. John Gobron, et al.

Roanoke, Virginia personal injury lawyers represented Plaintiff who sued Defendants on negligence theories.



This case was filed in the Montgomery County Circuit Court, CL22-001419-00, and was removed to federal court by the Defendants.



Plaintiff challenged the jurisdiction of the federal court and sought remand.





According to the Complaint, the "underlying dispute arises from irregularities, procedural deficiencies, conflicts of interest, breaches of fiduciary duty, minority oppression, misappropriation, and other breaches of contract related to and arising from a conspiracy between certain Members of [eBroselow]”-specifically, EMP Holdings, LLC ("EMP”) and the Charlotte-Mecklenburg Hospital Authority ("CMHA”)-"by and through their appointed agents on the Board of Directors”-defendants Dominic Bagnoli, Jr., Andrew Wagner, and Tye Nordberg-"to sell eBroselow and its assets in a conflict-of-interest transaction, to the Company's own Chief Executive Officer,” defendant John Gobron, "and his alter ego, SafeDose.”



Plaintiffs allege that the defendants violated eBroselow's Operating Agreement ("OA”) by failing to take several required votes of the Board of Directors and Class A Members while carrying out this self-interested, below-market-rate transaction as laid out in the Asset Purchase Agreement ("APA”), that the proceeds of the sale were payable only to EMP and CMHA, not eBroselow or its Members, even though Members like Gobron were saddled with tax liabilities from the transaction, that the defendant Directors permitted Gobron to use his title as eBroselow's CEO to convert and misappropriate eBroselow's retained assets for SafeDose's use, that Gobron submitted Articles of Termination to the Virginia State Corporation Commission ("SCC”) despite lacking authority to do so under the OA, id. and that defendants have failed to adequately respond to plaintiffs' derivative demand letter seeking inspection of corporate records, re-institution of eBroselow's corporate entity status, and an investigation into the misconduct alleged here, Id. at ¶ 38.



Based on these facts, plaintiffs seek several judicial declarations (Count Two), along with relief for breach of fiduciary duty (Count Three), breach of contract (Count Four), conversion and misappropriation (Count Five), fraud and fraudulent conveyance (Count Six), business conspiracy (Count Seven), inspection of corporate records (Count Eight), and judicial dissolution (Count Nine). As forms of alternative relief, plaintiffs seek the appointment of Lazar as liquidating trustee to wind up eBroselow (Count Ten) or quantum meruit (Count Eleven).

Motion to remand granted.