Chapes v. Pro-Pac, Inc.

473 B.R. 295, 2012 WL 1956776, 2012 U.S. Dist. LEXIS 74833
CourtDistrict Court, E.D. Wisconsin
DecidedMay 30, 2012
DocketNo. 11-CV-1076-JPS
StatusPublished

This text of 473 B.R. 295 (Chapes v. Pro-Pac, Inc.) is published on Counsel Stack Legal Research, covering District Court, E.D. Wisconsin primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Chapes v. Pro-Pac, Inc., 473 B.R. 295, 2012 WL 1956776, 2012 U.S. Dist. LEXIS 74833 (E.D. Wis. 2012).

Opinion

ORDER

J.P. STADTMUELLER, District Judge.

On November 22, 2011, appellant Georges Chapes (“Chapes”) appealed a decision by the United States Bankruptcy Court for the Eastern District of Wisconsin (“bankruptcy court”) ruling that Chapes, a former employee of appellee Pro-Pac, Inc. (“Pro-Pac”), breached his fiduciary duty to Pro-Pac by steering a business opportunity — known as the “Vangard deal” — to one of its competitors, WOW Logistics Company (“WOW”). Chapes raises two issues on appeal: (1) whether the bankruptcy court erred in finding that Chapes breached a fiduciary duty to Pro-Pac; and (2) whether the bankruptcy court erred in awarding punitive damages against Chapes. The [299]*299court affirms the decision of the bankruptcy court in both respects.

1. Background

The facts on appeal are largely undisputed and are taken from the bankruptcy court’s memorandum decision. Linda Sar-na and David Sarna incorporated Pro-Pac in 1999 as a packaging business. Eventually, they desired to expand and diversify the business to include warehousing and transportation business lines. In furtherance of this goal, in June of 2005, Pro-Pac hired Chapes as the vice president of sales. Chapes was a family friend and was well-connected in the industry. Chapes received a salary of $84,000, a company vehicle, an expense account, and health insurance. In comparison, other salesmen received a base salary of $52,000 plus commission of 2% to 4%.

In August of 2005, Pro-Pac subleased a 148,250-square foot warehouse facility in East Troy, Wisconsin, from WOW. WOW is a third party logistics service provider, operating public warehouses in Wisconsin, Illinois, and Idaho and brokering transportation services for customers around the country. Around the time Pro-Pac subleased the East Troy warehouse, WOW was seeking to exit southeast Wisconsin markets, but to expand its operations in Illinois.

In early 2006, WOW asked Pro-Pac if it would be interested in leasing another warehouse in Grafton, Wisconsin. David Sarna traveled to Grafton on April 6, 2006, to discuss the deal with WOW. Jamie Wally (“Wally”), WOW’s senior vice president of sales and marketing, attended the meeting and raised WOW’s use of Chapes as a consultant to develop business for WOW in Illinois. Sarna later testified that he was taken aback when Wally “made a comment ... about us not minding if they were using [Chapes] to fill some warehouse space.” Sarna noted that Chapes had never revealed he was sharing information and contacts with WOW. Sarna confronted Chapes about his contact with WOW. Chapes explained that Wally had approached him about filling warehouse space for WOW in Madison and that he was just appeasing Wally until Pro-Pac made a decision regarding the Grafton facility. Sarna was upset and told Chapes, “from this point forward ... if you are working with WOW or there’s something going on, I need to know what’s happening. They’re our landlord. This is too close to home.” Sarna said Chapes agreed and apologized. The Grafton warehouse sublease never materialized, but WOW’s comments regarding Chapes’s assistance in filling warehouse space for WOW sparked further negotiations between the two companies.

In these negotiations, Sarna sought lease concessions from WOW at the East Troy facility in exchange for permitting Chapes to consult with WOW. On July 17, 2006, Sarna sent an email to Wally detailing his demands for a workable agreement. According to this email, Sarna’s objective was to increase revenues for WOW in its open buildings, and then to “put a true partnership together to successfully go after” an opportunity in Mel-rose Park, Illinois. Sarna noted that while he was open to risk and willing to allow Chapes to assist WOW, his priority was to grow his own business and that “[Chapes] plays heavily into those plans and is a very expensive and valuable asset to Pro-Pac.” As compensation for sharing this “valuable resource,” Sarna requested three months of free rent each year, and an extension of the lease term for an additional two years at the current rate of $88,500 per month. Sarna confirmed that Chapes was involved in the decision to seek the rent concessions, and wrote that the rent concessions [300]*300approach minimized the risk that Chapes’s assistance to WOW might jeopardize Pro-Pac and ensured that Pro-Pac’s relationship with Chapes remained “open and honest.”

Over the next several weeks, the companies continued to negotiate some type of agreement including rent concessions for Pro-Pac in exchange for Chapes’s assistance to WOW. However, no mutually agreeable deal could be reached, and as of August 9, 2006, Pro-Pac and WOW agreed to table the idea for the present time. When the negotiations concluded without a deal, Sarna told Chapes not to have contact with Wally, stating: “We’re done with these guys. We’ve wasted enough time. I don’t want you to do anything with them.” According to Sarna, Chapes agreed. In his own testimony, Chapes denied that Sarna placed any limits on his discussions with WOW. However, the bankruptcy court found Sarna’s testimony more credible and relied on it in making this finding of fact. As Chapes has not contested this fact on appeal, the court accepts it as true.

In the meantime, while negotiations were still taking place — on August 2, 2006 — George Van Denend (“Van De-nend”), the president of Vangard Distribution, Inc. (“Vangard”), telephoned Chapes. Chapes had known Van Denend for many years. Indeed, when interviewing with Sarna for a position with Pro-Pac, Chapes touted Van Denend as one of his prize contacts — citing his potential as an “ally” for Pro-Pac. Van Denend called Chapes with a request from Tom Pelafas, Van-gard’s director of sales and marketing. Apparently, one of Vangard’s largest customers was seeking a warehouse near Chicago to store 500 to 700 semi-truckloads of sugar. The sugar would be arriving by the end of August, but Vangard needed to know within 24-hours whether the space could be secured. Chapes suggested that Van Denend contact WOW. Chapes then called Wally at WOW to inform him of the “Vangard deal” and told him to contact Pelafas.

When the Vangard deal surfaced, WOW was in the process of finalizing a lease— which would go into effect in October of 2006 — for a warehouse in Aurora, Illinois. To accommodate the Vangard account on short notice, WOW quickly negotiated a short term lease to use the Aurora facility before October 1, 2006. WOW successfully secured the Vangard account and continues to store sugar in the Aurora facility.

Although Pro-Pac and WOW were in the midst of discussions for WOW’s use of Chapes’s consulting services, neither Chapes nor WOW ever mentioned the Vangard deal to Pro-Pac. Even after the negotiations ended, and Sarna had told Chapes not to have any further contact with WOW, telephone logs indicated numerous phones calls between Chapes and Wally throughout August 2006. Then, without Pro-Pac’s knowledge, beginning in August of 2006, WOW began to issue checks to Chapes in compensation for the Vangard deal. WOW sent him a total of $6,490 — representing 2% of the gross revenues on the Vangard account through March of 2007. Additionally, after Pro-Pac filed its Chapter 11 petition, Sarna wrote to Wally asking that he be included in any conversations with Chapes. Yet, Chapes and Wally continued to speak unbeknownst to Sarna, via a disposable cell phone paid for by WOW. Chapes became an employee of WOW in early 2007. With these facts in mind, the court now turns to the issues at hand.

2. Legal Standard

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Bluebook (online)
473 B.R. 295, 2012 WL 1956776, 2012 U.S. Dist. LEXIS 74833, Counsel Stack Legal Research, https://law.counselstack.com/opinion/chapes-v-pro-pac-inc-wied-2012.