The partners who own and run the Rosemont location of Harry
Caray’s Italian Steakhouse are squaring off over the restaurant’s finances, as
one of the partners claims the others may be maneuvering to squeeze him out of
his cut of the restaurant’s proceeds.
Rosemont Partners LLC, managed by investor Roger J. Levin, filed
a 10-count complaint Nov. 21 in Cook County Circuit Court against Levin’s
longtime partners in the highly successful Harry Caray restaurant business.
Levin and Rosemont Partners own 28 percent of H.C. Rosemont
LLC, court documents said. It is suing Sacred Bovine LLC, which is managed by businessman
Thomas McGuigan and owns the remaining 72 percent, and Creative Hospitality
Enterprises, an entity run by Grant DePorter, who is president of HC Management,
the corporation set up to manage the Rosemont restaurant and others operating
under the Harry Caray brand.
Levin accused the defendants of willfully violating an
operating agreement, as well as breaching fiduciary duties to both Rosemont
Partners and H.C. Rosemont.
Levin’s history with the restaurant goes back to 1987, when
he and a partner bought land in Chicago’s River North neighborhood and
developed the original Harry Caray’s, which was named for legendary Hall of
Fame Chicago Cubs broadcaster Harry Caray. In 1997, Levin met with Peter Dumon,
then a partner of McGuigan, who purportedly asked Levin to help develop and run
a Caray’s in a new Rosemont hotel.
That led to McGuigan and Dumon forming Sacred Bovine, as
well as the original operating agreement that gave Rosemont Partners a 28
percent ownership interest, and left 72 percent for Sacred Bovine with 12
percent as Class A and 60 percent as Class B.
The complaint detailed the initial operating agreement, as
well as a Feb. 22, 2000, amendment to which both sides agreed and a Jan. 15,
2015, second amendment that Levin said was “unilaterally executed” by Sacred
Bovine without his knowledge or consent. He argued this tweak involved “several
changes designed to further marginalize (Rosemont Partners)’s role as a member
of the company” by, among other elements, eliminating a requirement that the
manager get consent of all members before disposing of assets, admitting new
members or buying property from Sacred Bovine or its affiliates and deleting a
provision granting a member’s right to inspect financial records.
On June 24, 2016, Levin wrote to DePorter seeking information
on the restaurant’s financial condition. DePorter wrote back June 11, and Levin,
deeming the response insufficient, wrote again on Aug. 22, the complaint said.
In October, DePorter’s lawyers purportedly sent tax returns for 2009-2015, as
well as several years’ income statements, which allegedly revealed 2014
distributions that did not, per the complaint, go to Levin and Rosemont
Partners as he expected.
In addition to a jury trial, Levin wants to be allowed to
inspect the H.C. Rosemont books, and that the January 2015 operating agreement
amendment be invalidated. Regarding the 2014 distribution, in which Creative
gave Sacred Bovine $214,500, Levin argues that constitutes a violation of both
the operating agreement and state law. He wants the court to enter judgment
giving Rosemont Partners either $83,416 or $104,100, depending on if the money
went to Sacred Cow based on its investor status.
Levin further requests a full accosting and disclosure of
Sacred Bovine’s records, wants a judgment against Creative Hospitality for a
$198,000 loan it made to Sacred Bovine and a determination that, since the loan
constituted a distribution, Rosemont Partners should have received as much as
$92,4000 of that amount.
For counts of breach of fiduciary duty of loyalty, one
against Creative Hospitality and one against Sacred Bovine, Levin requests
punitive damages and other relief.
Representing Levin and Rosemont Partners in the matter are
attorneys from the Chicago firm of Beermann Pritikin Mirabellii Swerdlove.