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Case 4:10-cv-00835-JCH Document 1 Filed 05/06/10 Page 1 of 21

IN THE UNITED STATES DISTRICT COURT


FOR THE EASTERN DISTRICT OF MISSOURI
EASTERN DIVISION

GANNON INTERNATIONAL LTD. )


)
Plaintiff, )
)
v. )
) Case No. ___________________
WALTER BLOCKER, )
)
Serve: )
Walter Blocker ) JURY TRIAL DEMANDED
21 Phung Khac Khoan Street )
Da Kao Ward District 1 )
Ho Chi Minh City, Vietnam )
)
and )
)
IGNITION CAPITAL PARTNERS, )
)
Serve: )
Ignition Capital Partners )
1500 4th Ave, Ste 200 )
Seattle, Washington 98101 )
)
and )
)
SANDALWOOD INVESTMENTS )
LIMITED, )
)
Serve: )
Ignition Capital Partners )
1500 4th Ave, Ste 200 )
Seattle, Washington 98101 )
)
and )
)
GANNON BREWERY JOINT STOCK )
COMPANY, )
)
Serve: )
21 Phung Khac Khoan Street )
Da Kao Ward District 1 )
Ho Chi Minh City, Vietnam )
Case 4:10-cv-00835-JCH Document 1 Filed 05/06/10 Page 2 of 21

)
and )
)
THE GANNON COMPANY )
(HONG KONG) LTD. )
)
Serve: )
11301 Olive Boulevard )
St. Louis, Missouri 63141 )
)
Defendants. )

VERIFIED COMPLAINT FOR INJUNCTIVE AND OTHER RELIEF

Plaintiff Gannon International Ltd. (“Gannon International”), for its Complaint for

Injunctive and Other Relief against Defendants Walter Blocker (“Blocker”), Ignition Capital

Partners (“Ignition Capital”), Sandalwood Investments Limited (“Sandalwood Investments”),

and Nominal Defendants Gannon Brewery Joint Stock Company and The Gannon Company

(Hong Kong) Ltd., states as follows:

INTRODUCTION

Defendant Blocker has managed certain subsidiaries of Gannon International in Southeast

Asia for the past several years. Until April 29, 2010, Blocker was an employee of Gannon

International. Blocker has breached his fiduciary duties to Gannon International; has stolen and

misused hundreds of thousands of dollars belonging to Gannon International and its subsidiaries;

has falsely claimed ownership of Gannon International subsidiary companies; has tortiously

interfered with the contracts and business relationships of Gannon International and its

subsidiary companies; has refused to allow Gannon International access to the books and records

of companies owned by Gannon International; and is now attempting to take Gannon

International’s investment in Gannon Brewery Joint Stock Company. Ignition Capital and

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Sandalwood, either knowingly or unwittingly, have become partners in Blocker’s tortious and

illegal actions.

On April 29, 2010, Blocker announced his resignation from the Gannon International

subsidiary companies that he manages in Vietnam. Since that date, it has become clear that

Blocker continues to hold himself out as retaining control of certain Gannon International

subsidiary companies in Vietnam without Gannon International’s knowledge or approval. It was

revealed on May 5, 2010 that Blocker, with the assistance of Ignition Capital and Sandalwood, is

attempting to illegally and tortiously divest Gannon International of its ownership of Gannon

Brewery Joint Stock Company through a fraudulent call for capital contribution. The May 5,

2010 letter which communicates the call for capital contribution (“the Capital Call letter”)

purports to act under a Shareholders’ Agreement which Blocker has refused to provide to

Gannon International. The Capital Call letter demands that Gannon International, through its

subsidiary Gannon Vietnam Co., Ltd., commit to a capital infusion by 5:00 a.m. on May 7, 2010

(U.S. Central time zone) or else be divested of its shares in Gannon Brewery Joint Stock

Company. At the same time, Blocker has refused Gannon International’s requests for

information about this company, including such rudimentary information as shareholder

agreements, list of shareholders, corporate governance documents, even amount of the capital

call and its intended uses.

In essence, the Capital Call letter constitutes an attempt to divest Gannon International of

its investment on less than forty-eight hours notice, under Shareholder Agreements and other

documents that Gannon International has been unable to obtain, and is driven by individuals who

have no authority to act on behalf of Gannon Vietnam Co. Ltd.

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Gannon International is at a crucial juncture in its Vietnam activities, and is in danger of

losing its entire business unit in Vietnam, including but not limited to its investment in Gannon

Brewery Joint Stock Company. Gannon International has very recently uncovered evidence that

Blocker and perhaps others have diverted up to $4,000,000 dollars (USD) from The Gannon

Company (Hong Kong) Ltd. into an entity that he now claims to control. Therefore, Gannon

International seeks emergency injunctive relief to enjoin the immediate and irreparable harm that

Blocker, Ignition Capital, and Sandalwood Investments are causing and will cause to Gannon

International’s activities and investments in Vietnam. The harm suffered by Gannon

International through these illegal and tortious actions cannot be adequately compensated

through money damages.

NATURE OF ACTION

1. This is an action for breach of fiduciary duties, fraud, unjust enrichment,

conversion, tortious interference with contracts and business relationships, violation of Section

10(b) of the Securities and Exchange Act of 1934, and civil conspiracy. Gannon International

seeks temporary, preliminary, and permanent injunctive relief, in addition to other damages.

2. Gannon International seeks to enjoin Blocker, Ignition Capital and Sandalwood

Investments (a) from altering the corporate structure or share ownership percentages of Gannon

Brewery Joint Stock Company in any way without the express written consent of Gannon

International; (b) from interfering with Gannon International’s attempt to audit its Vietnam

subsidiaries through the firm of PricewaterhouseCoopers; (c) from any transfer of funds

belonging to The Gannon Company (Hong Kong) Ltd.; Gannon Vietnam Co., Ltd; The Gannon

Brewery Joint Stock Company; or any other Gannon affiliated entity; (d) from incurring any

obligations or debts to The Gannon Company (Hong Kong) Ltd.; Gannon Vietnam Co., Ltd; The

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Gannon Brewery Joint Stock Company; or any other Gannon affiliated entity; (e) from

destroying corporate books and records and other documents that are necessary to put Gannon

International’s corporate affairs in order.

PARTIES

3. Gannon International is a Missouri corporation with its principal place of business

in St. Louis, Missouri. Gannon International acts through its subsidiaries as described herein.

This case arises in Missouri because it involves a scheme to defraud Gannon International.

4. Defendant Blocker is a citizen of the United States and was an employee of a

wholly-owned subsidiary of Gannon International. Blocker receives his salary from Gannon

International. Upon information and belief, Blocker is a resident of the State of Kentucky and

Blocker has often instructed Gannon International to send his mail to a home address in

Kentucky. Blocker has traveled to this District repeatedly and continuously in the course of his

employment with Gannon International and communicates extensively with employees of

Gannon International who are based in this District. Further, Blocker has illegally transferred

funds from a Gannon International subsidiary, The Gannon Company (Hong Kong) Ltd., into the

personal bank account of Gannon’s former Chief Financial Officer in this District. The letters

and emails attached to this Petition were sent to employees of Gannon International located in

this District. Blocker does business in Missouri through his substantial contacts with Gannon

International in Missouri.

5. Blocker was, until he resigned on April 29, 2010, the Chief Executive Officer of

Gannon Vietnam Co., Ltd., an American licensed, 100% foreign invested service company with

offices in Ho Chi Minh City, Bien Hoa City, and Hanoi, Vietnam.

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6. Defendant Ignition Capital is a private equity firm with its principal place of

business in Seattle, Washington. Upon information and belief, Ignition Capital is incorporated in

the State of Washington. Ignition Capital does business in Missouri through its substantial

contacts with Gannon International in Missouri.

7. Defendant Sandalwood Investments is an affiliate of Ignition Capital. Upon

information and belief, Sandalwood Investments is incorporated in the State of Washington.

Sandalwood Investments does business in Missouri through its contracts and other substantial

contacts with Gannon International in Missouri.

8. Nominal Defendant Gannon Brewery Joint Stock Company is a Vietnam joint

stock company and is named to the extent that this suit seeks injunctive relief relating to it.

9. Nominal Defendant The Gannon Company (Hong Kong) Ltd. is a Hong Kong

corporation and is named to the extent that this suit seeks injunctive relief relating to it.

JURISDICTION AND VENUE

10. This Court has original jurisdiction over this action under 28 U.S.C. § 1332

because the parties are citizens of different states and the amount in controversy exceeds

$75,000, exclusive of interest and costs. This Court also has supplementary jurisdiction pursuant

to 28 U.S.C. § 1367.

11. This Court has personal jurisdiction over all Defendants under the Missouri long-

arm statute, Mo.Rev.Stat § 506.500. Venue is proper in this District under 28 U.S.C. § 1391(a),

because Blocker has breached and has threatened to breach duties to Gannon International in this

District, has committed tortious acts in this District, including the illegal wire transfer of Gannon

funds into this District, and has performed contracts substantially connected to this District.

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BACKGROUND

Gannon International and Its Business

12. Gannon International is a 25-year-old privately held company with a family of

affiliated corporations, partnerships, and joint ventures around the world. Gannon International’s

subsidiaries and affiliated companies are organized into three distinct operating groups:

Information Technology, Real Estate, and International Trade & Development. The founder,

President, and Chief Executive Officer of Gannon International is William E. Franke (“Franke”).

13. The Gannon Pacific Company is a subsidiary of Gannon International, and is in

the business of trade and development in Southeast Asia.

14. The Gannon Company (Hong Kong) Ltd. is a wholly owned subsidiary of The

Gannon Pacific Company. The Gannon Company (Hong Kong) Ltd. is incorporated in Hong

Kong.

15. Gannon Vietnam Co., Ltd. is a subsidiary of The Gannon Company (Hong Kong)

Ltd.

16. Gannon International guarantees certain debts and accounts of Gannon Vietnam

Co., Ltd.

Gannon International’s Activities in Vietnam

17. Gannon International, through its subsidiaries, possesses certain licenses and

relationships under which it is the sole distributor of certain products in Vietnam. For example,

Gannon International, through its subsidiaries, possesses a license to be the sole distributor of

products in Vietnam for InBev, including Anheuser Busch products.

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Blocker’s Illegal Acts

18. In May 2007, Blocker secretly caused a wire transfer of $415,000 (USD) from the

bank account of The Gannon Company (Hong Kong) Ltd. into his wife’s personal bank account.

No other officer or employee of Gannon International or its subsidiaries authorized this transfer

of funds from The Gannon Company (Hong Kong) Ltd.

19. Gannon International investigated the wire transfer of $415,000 and the

explanations offered by Blocker for the wire transfer. After extensive inquiry and investigation,

Gannon International determined that the wire transfer of $415,000 from The Gannon Company

(Hong Kong) Ltd. into the personal bank account of Blocker’s wife, which was performed or

caused by Blocker, was not for a legitimate business purpose. When confronted by Gannon

International, Blocker gave two conflicting explanations for this transfer, neither of which was

consistent with the facts revealed by Gannon International’s investigation.

20. In February 2009, Blocker caused a wire transfer of $40,000 from the bank

account of The Gannon Company (Hong Kong) Ltd. into the personal bank account of Gannon

International’s former Chief Financial Officer. Upon information and belief, these funds were

used by Gannon International’s former Chief Financial Officer to pay the monthly mortgage on

his home. No other officer or employee of Gannon International or its subsidiaries authorized

this transfer of funds from The Gannon Company (Hong Kong) Ltd.

21. Gannon International investigated the wire transfer of $40,000 and the

explanations offered by Blocker for the wire transfer. After extensive inquiry and investigation,

Gannon International determined that the wire transfer of $40,000 from The Gannon Company

(Hong Kong) Ltd. into the personal bank account of Gannon International’s former Chief

Financial Officer, which was performed or caused by Blocker, was not for a legitimate business

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purpose. Gannon International has asked Blocker repeatedly for documentation that would show

a legitimate purpose for this transfer, but none has been provided.

22. On February 2, 2010, Blocker sent an email to Gannon’s former Chief Financial

Officer in which he stated “Bill Franke is headed for the biggest crisis of all as Walter and Bob

pull back from subsidizing Bill’s madness that some people are entitled to produce and others are

born to consume.” See Exhibit 1.

Defendants Attempt to Divest Gannon International of Its Investment in


Gannon Brewery Joint Stock Company

23. Gannon International, through its subsidiaries, is in the process of building a

brewery in Vietnam in a joint venture with InBev. Gannon International, through its

subsidiaries, formed Gannon Brewing Joint Stock Company to lease land for the brewery and to

own and operate the brewery. Then, without authorization from Gannon International, Blocker

entered into a long-term leasehold purchase agreement for a parcel of land in Vietnam on behalf

of Gannon International and its subsidiaries.

24. Despite Blocker’s unauthorized purchase of land, Gannon International and its

subsidiaries are moving forward with plans for the brewery and negotiations with prospective

investors in the brewery project. Upon information and belief, Blocker, and possibly Ignition

Capital and Sandalwood Investments, has interfered with Gannon International’s attempts to

negotiate with investors in furtherance of their illegal and tortious scheme.

25. Blocker has explicitly threatened to disrupt and destroy the business relationships

that Gannon International and its subsidiaries enjoy with its prospective investors in the brewery

project.

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26. Gannon International has demanded that Blocker provide full access to the books

and records of The Gannon Company (Hong Kong) Ltd. and Gannon Vietnam Co., Ltd. so that

Gannon International can make informed decisions regarding the brewery investment made by

Gannon International and its subsidiaries. Blocker has refused to provide Gannon International

with full access to these books and records.

27. Gannon International has also demanded access to documents relating to the

activities between Gannon Vietnam Co., Ltd. and Anheuser Busch which allow Gannon Vietnam

Co. Ltd. to distribute Anheuser Busch products in Vietnam. These documents are the property of

Gannon International and its subsidiaries, and are not Blocker’s property. Blocker has refused to

provide these documents to Gannon International.

28. In recent days it has been discovered that Blocker has diverted significant funds

from The Gannon Company (Hong Kong) Ltd. into Gannon Brewery Joint Stock Company

without authorization and in defiance of explicit direction from Gannon International.

29. On April 29, 2010, Blocker sent an email to Gannon International in which he

purportedly resigned from Gannon Vietnam Co., Ltd. See Exhibit 2.

30. On May 5, 2010, an employee of Ignition Capital and Sandalwood Investments,

claiming to act on behalf of Gannon Brewery Joint Stock Company, sent the Capital Call letter to

Gannon International’s subsidiary, Gannon Vietnam Co., Ltd. See Exhibit 3. The Capital Call

letter was then transmitted by Blocker to Gannon International via email. See Exhibit 4.

Gannon International, through counsel, responded to the Capital Call letter to protest

Defendants’ illegal and tortious scheme and to affirm its willingness to respond to legitimate

capital calls that are based on proper authority. See Exhibit 5.

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31. The attempt by Blocker, Ignition Capital and Sandalwood Investments to divest

Gannon International of its ownership interest in Gannon Brewery through a call for capital

contribution is illegal and tortious as set forth more specifically below.

COUNT I – BREACH OF FIDUCIARY DUTIES


(against Blocker)

32. Gannon International hereby repeats, realleges, and incorporates by reference the

allegations which are contained in Paragraphs 1 through 31.

33. Blocker owes fiduciary duties to Gannon International because (a) he was and

continues to hold himself out to be Chief Executive Officer of Gannon Vietnam Co., Ltd. (b)

Gannon International gave Blocker a large degree of responsibility and independence in his

management and control of Gannon International’s interests, activities and investments in

Vietnam, and (c) Gannon International necessarily gave trust and confidence to Blocker to run its

subsidiaries in Vietnam.

34. Blocker breached his fiduciary duties to Gannon International by, inter alia,

wrongfully transferring The Gannon Company (Hong Kong) Ltd. funds to his wife and to

Gannon International’s former Chief Financial Officer by wire transfer for no legitimate business

purpose, by interfering or threatening to interfere in the contractual and business relationships of

Gannon International and its subsidiaries, by refusing to allow Gannon International access to the

books and records of The Gannon Company (Hong Kong) Ltd. and Gannon Vietnam Co., Ltd.,

by attempting to involuntarily dilute Gannon International’s interest in Gannon Brewery Joint

Stock Company, and by committing knowing fraud and deceit upon Gannon International

through the Capital Call letter.

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35. The breaches of the fiduciary duties owed by Blocker to Gannon International

have already caused Gannon International actual harm and threaten further immediate and

irreparable harm.

COUNT II – FRAUD
(against Blocker)

36. Gannon International hereby repeats, realleges, and incorporates by reference the

allegations which are contained in Paragraphs 1 through 35.

37. In May 2007, Blocker transferred $415,000 from The Gannon Company (Hong

Kong) Ltd. into his wife’s personal bank account.

38. In February 2009, Blocker transferred $40,000 from The Gannon Company

(Hong Kong) Ltd. into the personal bank account of Gannon International’s former Chief

Financial Officer.

39. When questioned by Gannon International and others about these transfers,

Blocker claimed that the transfers were for legitimate business purposes. Such claims were false

and material and Blocker knew of the falsity at the time he made the representations.

40. Blocker intended that Gannon International would rely on his false

representations because he wanted Gannon International to drop its investigation of the transfers.

41. Gannon International and its employees were ignorant of the falsity of Blocker’s

claims at the time the claims were made.

42. Gannon International and its employees relied on the misrepresentations being

true until their investigation revealed otherwise.

43. Gannon International had a right to rely on Blocker’s representations regarding

the expenditures and transfers of money to and from The Gannon Company (Hong Kong) Ltd.

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44. Blocker then demanded that Gannon International drop its investigation into the

wire transfers in exchange for Blocker agreeing to provide access to the books and records of

The Gannon Company (Hong Kong) Ltd. and Gannon Vietnam Co., Ltd., which Gannon

International refused.

45. Gannon International was consequently and proximately damaged by Blocker’s

false claims.

COUNT III – UNJUST ENRICHMENT


(against Blocker)

46. Gannon International hereby repeats, realleges, and incorporates by reference the

allegations which are contained in Paragraphs 1 through 45.

47. The diversion by Blocker of $415,000 from The Gannon Company (Hong Kong)

Ltd. into his wife’s personal bank account for no legitimate business purpose constitutes a

benefit conferred upon Blocker by Gannon International and its subsidiaries.

48. Blocker appreciated the benefit of the fact that he had diverted $415,000 of

Gannon International’s money into his wife’s personal bank account.

49. It is inequitable for Blocker to accept and retain the benefit conferred by the

transfer of $415,000 from The Gannon Company (Hong Kong) Ltd. into his wife’s personal bank

account without paying the value thereof in that the transfer of such funds had no legitimate

business purpose.

COUNT IV – CONVERSION
(against Blocker)

50. Gannon International hereby repeats, realleges, and incorporates by reference the

allegations which are contained in Paragraphs 1 through 49.

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51. Gannon International placed $415,000 into the account of The Gannon Company

(Hong Kong) Ltd. for the specific purpose of funding the operations of The Gannon Company

(Hong Kong) Ltd. and for other legitimate business expenditures.

52. At no time did Blocker have the right to ownership of the $415,000.

53. The diversion by Blocker of $415,000 from The Gannon Company (Hong Kong)

Ltd. into his wife’s personal bank account for no legitimate business purpose constitutes

conversion in that it was a tortious taking.

54. Gannon International placed $40,000 into the account of The Gannon Company

(Hong Kong) Ltd., and into the control of Blocker, for the specific purpose of funding the

operations of The Gannon Company (Hong Kong) Ltd. and for other legitimate business

expenditures.

55. At no time did Blocker have the right to ownership of the $40,000.

56. The diversion by Blocker of $40,000 from The Gannon Company (Hong Kong)

Ltd. into the personal bank account of Gannon International’s former Chief Financial Officer for

no legitimate business purpose constitutes conversion in that it was a tortious taking.

COUNT V – FRAUD
(against Blocker)

57. Gannon International hereby repeats, realleges, and incorporates by reference the

allegations which are contained in Paragraphs 1 through 56.

58. On April 29, 2010, Blocker resigned as Chief Executive Officer of Gannon

Vietnam Co., Ltd. See Exhibit 2.

59. The Capital Call letter of May 5, 2010 is addressed to the “Legal Representative”

of Gannon Vietnam Co., Ltd. See Exhibit 3. The Capital Call letter is signed by an employee of

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Ignition Capital and Sandalwood Investments. See id. The letter was sent via email to Blocker

by Luu Thi Trang, an attorney in Vietnam working on behalf of Ignition Capital and Sandalwood

Investments. Blocker then forwarded the Capital Call letter to Gannon International. See

Exhibit 4.

60. Blocker knew that he had resigned from Gannon Vietnam Co., Ltd. on April 29,

2010, yet as of May 5, 2010 still claimed that he serves in that capacity and possesses the

authority of that position.

61. The Capital Call letter of May 5, 2010 references “a written resolution of the

board of management of the Company dated 4 May 2010” yet such a resolution would be

impossible in light of Blocker’s resignation from Gannon Vietnam Co., Ltd. on April 29, 2010.

62. Blocker knew that Gannon International has never been provided with the Share

Subscription, the Shareholder Agreement of April 19, 2010, the Corporate Charter, the written

resolution of May 4, 2010, the “Schedule” or even the amount of the Capital Call referenced in

the May 5, 2010 letter.

63. Blocker acted with actual knowledge and intent to deceive and defraud Gannon

International in the course of causing the Capital Call, and throughout the allegations described

above.

COUNT VI – TORTIOUS INTERFERENCE WITH BUSINESS RELATIONSHIPS


BETWEEN GANNON AND ITS PROSPECTIVE INVESTORS
(against Blocker, Ignition Capital, and Sandalwood Investments)

64. Gannon International hereby repeats, realleges, and incorporates by reference the

allegations which are contained in Paragraphs 1 through 63.

65. Blocker, Ignition Capital, and Sandalwood Investments had knowledge of the

business relationships between Gannon International and its subsidiaries and certain prospective

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investors in Gannon International’s efforts to build a brewery in Vietnam. Blocker, Ignition

Capital, and Sandalwood Investments also had knowledge of Gannon International’s expectancy

that it would maintain its business relationship with these prospective investors, and had

knowledge of the fact that Gannon International has invested substantial resources in developing

and maintaining those relationships.

66. Despite having knowledge of these business relationships, Blocker, Ignition

Capital, and Sandalwood Investments have tortiously interfered with such business relationships,

without justification or excuse.

67. Further, upon information and belief, Blocker intends to further tortiously

interfere with Gannon’s contractual and business relationships, in a manner both willful and

intentional, without justification or excuse.

68. As a result of the actions of Blocker, Ignition Capital, and Sandalwood

Investments, Gannon International has been injured and faces irreparable injury. Gannon

International is threatened with losing or has lost its business partners, investors, income and/or

goodwill.

COUNT VII – INDUCEMENT OF BREACH OF FIDUCIARY DUTY


(against Ignition Capital and Sandalwood Investments)

69. Gannon International hereby repeats, realleges, and incorporates by reference the

allegations which are contained in Paragraphs 1 through 68.

70. Blocker has breached his fiduciary duties and his duty of loyalty to Gannon

International and its subsidiaries.

71. Ignition Capital and Sandalwood Investments have either knowingly or

unwittingly aided, abetted, and participated in Blocker’s breach of his fiduciary duties and his

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duty of loyalty to Gannon International through their participation in the illegal and tortious May

5, 2010 Capital Call letter; their participation in Blocker’s attempt to illegally and tortiously

divest Gannon International of its investment in Gannon Brewery Joint Stock Company; their

participation in Blocker’s refusal to provide access to the corporate books and records of The

Gannon Company (Hong Kong) Ltd., Gannon Vietnam Limited Company, and Gannon Brewery

Joint Stock Company; and the impending involuntary dilution of Gannon International’s interest

in Gannon Brewery Joint Stock Company.

72. The breaches of the fiduciary duties owed by Blocker to Gannon International

have caused Gannon International actual harm and threaten irreparable harm, and have been

aided, abetted, and participated in by Ignition Capital and Sandalwood Investments either

through malice or negligence.

COUNT VIII – VIOLATION OF SECTION 10(b) OF THE


SECURTIES AND EXCHANGE ACT OF 1934
(against Blocker)

73. Gannon International hereby repeats, realleges, and incorporates by reference the

allegations which are contained in Paragraphs 1 through 72.

74. Blocker made materially misleading and false statements to Gannon International

in the days and weeks preceding the Capital Call which were intended to lead Gannon

International to believe that no capital calls or further efforts to alter the ownership structure of

Gannon Brewery Joint Stock Company would be undertaken.

75. The Capital Call letter of May 5, 2010 is misleading and fraudulent in that it

purports to act under a Shareholders’ Agreement which Blocker has repeatedly refused to

provide to Gannon International, violates the shareholder rights of Gannon International and its

subsidiary, and fails to recognize that Blocker has already made many unauthorized transfers of

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funds from The Gannon Company (Hong Kong) Ltd. into Gannon Brewery Joint Stock

Company.

76. Blocker knew when he sent the Capital Call letter of May 5, 2010 to Gannon

International that he had resigned from Gannon Vietnam Co., Ltd. and possesses no authority to

act on behalf of that entity, that the purported Shareholder Agreement of April 19, 2010 had

never been provided to Gannon International and was entered into without Gannon

International’s consent or approval, that the April 29, 2010 email from Blocker contained no

reference to an impending capital call and is factually inconsistent with the purported need for a

capital call, and that the capital call itself constitutes nothing more than a blatant attempt to take

Gannon International’s investment in Gannon Brewery Joint Stock Company.

77. Blocker acted with recklessness or intentional wrongdoing in making the

statements and in taking the actions described above, and such statements and actions were made

with the intent to deceive, manipulate or defraud Gannon International in the purchase or sale of

securities.

78. Blocker acted with a motive to personally enrich himself by raiding The Gannon

Company (Hong Kong) Ltd. of funds which he diverted to Gannon Brewery Joint Stock

Company, and by then attempting to dilute Gannon International’s interest in Gannon Brewery

Joint Stock Company through the illegal and tortious Capital Call.

PRAYER FOR RELIEF

WHEREFORE, Plaintiff, Gannon International Ltd., prays for the following relief:

A. That Blocker, Ignition Capital, and Sandalwood Investments, along with any and

all of their agents, employers, employees, attorneys and those persons in active concert or

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participation with them, be enjoined through a temporary restraining order, preliminary

injunction, and permanent injunction:

1. From altering the corporate structure or share ownership percentages of

Gannon Brewery Joint Stock Company in any way without the express

written consent of Gannon International; and

2. From interfering with Gannon International’s attempt to audit its Vietnam

subsidiaries through the firm of PricewaterhouseCoopers.

3. From any transfer of funds belonging to The Gannon Company (Hong

Kong) Ltd.; Gannon Vietnam Co., Ltd; The Gannon Brewery Joint Stock

Company; or any other Gannon affiliated entity.

4. From incurring any obligations or debts to The Gannon Company (Hong

Kong) Ltd.; Gannon Vietnam Co., Ltd; The Gannon Brewery Joint Stock

Company; or any other Gannon affiliated entity.

5. From destroying corporate books and records and other documents that are

necessary to put Gannon International’s corporate affairs in order.

Such injunctive relief is required in order to prevent immediate and irreparable injury to

Gannon International, and Gannon International has no adequate remedy at law to compensate it

for the impending damage should Defendants not be so enjoined.

B. An Order requiring all Defendants to cooperate with investor visits and audits of

the investments and activities of Gannon International and its subsidiaries.

C. An Order requiring Blocker to disgorge himself of the funds he illegally

transferred into his wife’s personal bank account and into the personal bank account of Gannon’s

former Chief Financial Officer;

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D. An award to Gannon International of the damages it has suffered, including but

not limited to lost profits, in an amount to be proven at trial;

E. An award to Gannon International of attorneys’ fees and the costs of this action;

F. An award to Gannon International of compensatory and/or punitive damages for

Defendants’ tortious conduct;

G. An award to Gannon International of applicable pre-judgment interest; and

H. An award to Gannon International of all other legal and equitable relief to which

Gannon is entitled.

Dated: May 6, 2010 Respectfully submitted,

DOWD BENNETT LLP

By:_/s/ Edward L. Dowd, Jr.


Edward L. Dowd, Jr. #8341
John D. Comerford #1443742
7733 Forsyth Blvd., Suite 1410
St. Louis, Missouri 63105
(314) 889-7300 (telephone)
(314) 863-2111 (facsimile)

HOWREY LLP

John E. O’Neill (admission pro hac vice pending)


1111 Louisiana, 25th Floor
Houston, Texas 77002-5242
(713) 654-7604 (telephone)
(713) 787-1440 (facsimile)

Attorneys for Plaintiff Gannon International Ltd.

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Case 4:10-cv-00835-JCH Document 1 Filed 05/06/10 Page 21 of 21

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