Less than three weeks after being targeted in a $26 million
lawsuit over a soured acquisition, celebrity investor Marcus Lemonis has
countersued his erstwhile business partner, Chicago businessman and the founder of Bow Truss Coffee, Phil Tadros.
Lemonis filed his counterclaim Feb. 17 in Cook County
Circuit Court against Bow Truss, a Chicago coffee retailer run by Tadros. Lemonis appears on of CNBC’s “The Profit,” a business
investment show, and operates ML Food Group, LLC, which is a third-party
plaintiff in a claim against Tadros, a third-party defendant, incorporated with
the countersuit filing.
In his original complaint, Tadros accused Lemonis of
devising “a fraudulent scheme” late in 2016 and early in 2017 to buy Bow Truss “at a rock bottom
bargain basement giveaway price” and then to “destroy” the business when it
wouldn’t sell. His accusations centered on a Dec. 15 letter of intent to
purchase the business and the transfer of funds leading up to closing of the
sale, which never took place as Tadros rejected Lemonis’ requested purchase
Lemonis’ countersuit accuses Tadros of withholding
information he requested regarding Bow Truss operations and financial condition.
He said ML Foods discovered “Tadros did not personally have any ownership
interest in Bow & Truss; Tadros lacked the ability to execute either the
letter of intent or the secured promissory note on behalf of Bow Truss; Bow Truss
was in much worse financial condition than had been represented by Tadros and
did not have the ability to pay its employees, vendors, landlords and other of
its creditors, even after the additional advance of almost $100,000,” among other
According to the countersuit, Bow Truss sometimes failed to
pay employees, or “underpaid them by utilizing a portion of their pay to cover
expenses that Bow Truss was obligated to cover.” Further, assets Tadros said
Bow Truss owned actually were owned by another Tadros entity, identified as
DoeJo LLC. Lemonis also said Tadros used $50,000 advanced by a Bow Truss
landlord for facility improvements on other purposes.
When Tadros failed to acknowledge the ownership situation in
a Dec. 29 promissory note amendment, Lemonis said Bow Truss effectively
defaulted on the contract. Attorneys sent a notice of default letter Jan. 13, a
day after Bow Truss employees walked off the job, closing stores for a week.
In his complaint, Tadros alleged Lemonis encouraged the
employees to walk and also said he suggested landlords file involuntary bankruptcy
claims against Bow Truss.
However, the countersuit said it was Tadros or other Bow Truss
officials who “disclosed to Crain’s Chicago Business the existence of the
secured promissory note and that Bow Truss had received a loan from” Bow Truss
America LLC, the company Lemonis formed to assume ownership of Bow Truss. That
led to a Crain’s article on the walkout and the loan of nearly $100,000 Lemonis
extended to keep the shops open while the “two sides entered into a due
diligence phase on the proposed deal.”
Lemonis’ countersuit includes a count of fraudulent
inducement, rescission of the letter of intent, breach of the secured
promissory note. He seeks actual damages and punitive damages worth three times
the actual damages, including a repayment of $97,394, plus interest, based on
the terms of the promissory note, as well as legal expenses.
Representing ML Food Group are attorneys from Neal, Gerber
& Eisenberg LLP, of Chicago.
Representing Bow Truss in the matter are attorneys from
Schain Banks Kenny & Schwartz, of Chicago.