IN THE COURT OF `CHANCERY OF THE STATE OF DELAWARE
1N AND FOR NEW CASTLE COUNTY
AUDREY L. KIRCHNER, individually and >
der,vatively on behalf of WHITE CLAY
HOLDINGS, INC., a Delaware corporation, :
Plaintiffs, i C.A. No.
V.
PAUL E. WEBER,
De Fendant.
VERIFIED COMPLAINT
Plaintiffs, by their undersigned attorneys, for their Complaint, herein alleges upon
kn'swledgr: as to themselves and their own actions, and upon infomlation and belief as to all
other matt-,rs based on representations made to them by the defendant, as follows:
1. Plaintiff Kirchner is an individual and resident of the State of Delaware. Plaintiff
Kirchner owns at least 50% of the authorized stock of plaintiff Whi.te Clay Holdings, Inc.
("White Clay" or "company"), a Delaware corporation with its principal place of business in
Delaware. White Clay trades under the name "Splash!"
2. Defendant is an individual and resident of the State of Delaware.
3. On June 26, 2000, White Clay was formed for the purpose of running the business
known as Splash! The business consists of the retail sale of spas, saunas and pools.
4. The original intent of the parties was that the business would be owned on a .50/50
basis, thai is, Kirchner would be issued 50% of the authorized capital stock, and Weber would be
issued 50% of the authorized capital stock. No shares were actually issued by the company.
Kirchner contributed 100% of the working capital, and to this date, has contributed and loaned
sums in excess of $75,000.00 to the operation of the business. There is no written shareholders'
SNIPPETS:
der,vatively on behalf of WHITE CLAY
PAUL E. WEBER,
Plaintiffs, by their undersigned attorneys, for their Complaint, herein alleges upon
Plaintiff Kirchner is an individual and resident of the State of Delaware.
Kirchner owns at least 50% of the authorized stock of plaintiff Whi.te Clay Holdings,
Defendant is an individual and resident of the State of Delaware.
On June 26, 2000, White Clay was formed for the purpose of running the business
The business consists of the retail sale of spas,
The original intent of the parties was that the business would be owned on a .50/50
basis, thai is, Kirchner would be issued 50% of the authorized capital stock, and Weber would
sums in excess of $75,000.00 to the operation of the business.
5.,4lthough the company never held a formal shareholders' or directors' meeting, the
On the lease for the business's premises,
no other directors or officer
Weber suffers from substance abuse problems and has taken illegal substances
Weber has misappropriated company funds by writing and cashing
ch8~cks drawn on the company's bank account to which he is not an authorized signatory.
Weber has been hostile to employees causing them to
management of the affairs of the corporation that the required vote for action by the board of
He has taken its bank statements,
jeopardized the company and .Kirc;hner by misappropriating assets and carrying on illegal
He has wasted corporate assets for his own personal use.
By reason of severe emotional and substance abuse problems, Weber is unfit to serve
WHEREFORE plaintiffs respectfully request that the Court enter an Order:
entering a temporary restraining order and, after a hearing, an injunction against Weber
e) requiring Weber to account for all funds he has taken from the company and entering
|
