CHARLESTON — A Kanawha County couple says Chemac Company and its president wrongfully misled them regarding ownership of the family business.
Jeffrey Osborne was also named as a defendant in the suit.
Chemac is a family-owned business and has been owned, operated and managed by family members of the plaintiffs, according to a complaint filed Sept. 29 in Kanawha Circuit Court.
Jaimee Kimble and Ryan Kimble claim Osborne is Ryan Kimble's uncle and was acting within the course and scope of his employment for Chemac as president, officer, owner and board member during all incidents in the complaint.
The Kimbles claim the defendants and plaintiffs had a meeting about the Kimbles taking over ownership of Chemac and receiving ownership of the common stock of Chemac and on Dec. 1, 2020, Osborne represented that he was leaving within one year and offered to transfer and convey ownership to the plaintiffs within the year if Ryan Kimble, who was a certified electrician, would come to Chemac and work for a low wage until the end of the one-year time period.
Osborne also falsely represented that within that time period, he would transfer 90 days of company cash flow to the plaintiffs in addition to transferring corporate stock so that the plaintiffs would have a successful transition of ownership and business would not be interrupted.
"In reliance on the material representations of Defendants and the false offer of common stock of Chemac, Ryan Kimble began discontinuing work at his own electrical company, Kimble Electric, and began working for Chemac for little to no money," the complaint states. "After working for nearly a year, Plaintiffs discussed with Jeff Osborne on or about November 23, 2021, becoming owner of the company and receiving transfer of the common stock and Chemac as previously represented and offered by Mr. Osborne."
To the plaintiffs' surprise, Osborne represented that he would not be transferring the common stock or Chemac to the Kimbles and that he would be staying on for several more months, according to the suit.
In June 2022, Osborne falsely promised and represented to Ryan Kimble that he would begin receiving $40,000 per annum beginning Oct. 31, 2022, however, this never happened, according to the suit.
The Kimbles claim in reliance on the false offer of the common stock and ownership of the company, they provided marketing and sales service, made sales calls and closed sales, but weren't paid commissions as promised.
In February, the Kimbles went to Osborne to discuss the conveyance of common stock and transfer of ownership and Osborne represented that he was going to charge the plaintiffs an additional $50,000 for the common stock and that he was not going to transfer ownership for another 20 months, according to the suit.
The Kimbles claim on May 28, they again met with Osborne and asked for the board minutes and shareholder resolutions and he refused to provide the requested information. He then told them that if they did not pay the $50,000, he would dissolve the company.
"As a result of the actions of Mr. Osborne, it became clear to Plaintiffs that he had been dishonest and untruthful in his business dealings with Plaintiffs and had deceived them as part of a fraudulent scheme in connection with the stock offer, stock transfer and ownership of the business," the complaint states.
The Kimbles are seeking all revenues and profits of Chemac since Nov. 23, 2021; the reasonable market value of Chemac; disgorgement of all monies, revenues and things of value received by Osborn from Chemac since Nov. 23, 2021; the market value of Chemac's corporate stock; an accounting of all revenues, profits and expenses of Chemac; loss of wages under the West Virginia Wage Payment and Collection Act; and compensatory and punitive damages with pre- and post-judgment interest. They are represented by John W. Alderman III of the Law Offices of John W. Alderman in Charleston; and David R. Barney Jr. of Thompson Barney in Charleston.
The case is assigned to Circuit Judge Stephanie Abraham.
Kanawha Circuit Court case number: 23-C-875
