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Legal Proceedings
12 Months Ended
Dec. 31, 2016
Legal Proceedings  
Legal Proceedings

13.     Legal Proceedings

 

We are periodically a party to various lawsuits arising in the ordinary course of business.  Management believes, based on discussions with legal counsel, that the resolution of any such lawsuits, individually and in the aggregate, will not have a material adverse effect on our financial position or results of operations.

 

Indemnification Request

 

On or about February 17, 2016, the Company received a letter from one of its commercial customers requesting indemnity with respect to a lawsuit threatened against the customer in Florida alleging that certain kettle chip products sold by the customer and manufactured by the Company were improperly labeled as “natural.”  On March 7, 2016, the Company informed the commercial customer that the Company had no obligation to indemnify the commercial customer with respect to the matter.

 

Litigation

 

On April 4, 2016, a purported class action captioned Westmoreland County Employee Retirement Fund (“Westmoreland”) v. Inventure Foods Inc. et al., Case No. CV2016-002718, was filed in the Superior Court in Maricopa County, Arizona. Additional defendants are the Company’s Chief Executive Officer and Chief Financial Officer, and the underwriters of the secondary securities offering that closed September 14, 2014 (the “September 2014 Offering”).  The class action complaint, which was amended a second time on March 27, 2017, alleges violations of Sections 11, 12(a)(2) and 15 of the Securities Act and focuses on the conditions at the Company’s former frozen food facility in Jefferson, Georgia.  Westmoreland seeks certification as a class action, unspecified compensatory damages, rescission or a rescissory measure of damages, attorneys’ fees and costs, and other relief deemed appropriate by the court.  The Company, its Chief Executive Officer, its Chief Financial Officer and the September 2014 Offering underwriters have not yet responded to the second amended complaint. The Company is vigorously defending against the claims.

 

On November 10, 2016, the Center for Environment Health (“CEH”), represented by Howard Hirsch of Lexington Law Group, filed a lawsuit against Company under the California Safe Drinking Water and Toxic Enforcement Act (known as “Proposition 65”) (the “Act”).  CEH contends that the Company’s potato-based chip products contain amounts of acrylamide in excess of what is permitted under the Act.  An Inventure retailer, Bristol Farms, demanded indemnity in relation to the litigation.  The Company has answered the complaint and intends to vigorously defend the lawsuit.

 

On November 14, 2016, Michelle Blair (represented by Matthew Armstrong of Armstrong Law Firm LLC and Stuart Cochran of Cochran Law PLLC) filed a putative class action against the Company in St. Louis City Circuit Court.  Ms. Blair purports to represent a class of consumers who purchased one of nine Boulder Canyon brand products listing “evaporated cane juice” as an ingredient.  Ms. Blair contends that the use of “evaporated cane juice” was misleading because evaporated cane juice is sugar.  In the complaint, Ms. Blair advances claims for violation of Missouri’s Merchandising Practices Act, Mo. Rev. Stat. § 407.020, et seq. and 15 C.S.R. 60-8.020, et seq., and unjust enrichment.  On February 3, 2017, the Company removed the action to the Eastern District of Missouri. Plaintiff dismissed the removed action without prejudice and refiled a substantially similar complaint in the Southern District of Illinois. The new complaint is brought by Ms. Blair and a new plaintiff, Shannah Burton, and asserts a nationwide putative class.  The Company intends to vigorously defend the lawsuit.

 

On March 9, 2017, a verified stockholder derivative complaint was filed under seal in the U.S. District Court for the District of Arizona, Case No. 2:17-cv-00727, against certain of its current and former officers and directors—Terry  McDaniel, Steve Weinberger, Timothy A. Cole, Ashton D. Asensio, Macon Bryce Edmonson, Paul J. Lapadat, Harold S. Edwards, David I. Meyers, and Itzhak Reichman.  The lawsuit also names the Company as a nominal defendant.  The under seal complaint focuses on the conditions at the Company’s former frozen food facility in Jefferson, Georgia and the Company’s 2015 and 2016 proxy statements.  The plaintiff  purports to derivatively assert on behalf of the Company claims for alleged violation of Section 14(a) of the Exchange Act, breach of fiduciary duty, waste of corporate assets and unjust enrichment.  According to the complaint, the plaintiff seeks an unspecified award of actual or compensatory damages in favor of the Company; an order directing the Company to take certain actions concerning its corporate governance and internal procedures, including putting forward certain proposals concerning its corporate governance policies and amendments to the Company’s Bylaws and Articles of Incorporation for a stockholder vote; an award of extraordinary equitable and/or injunctive relief concerning the defendants’ trading activities or their assets; restitution from defendants to Inventure consisting of a disgorgement of all profits, benefits and other compensation obtained by defendants; costs and disbursements of the action, including attorneys, accountant and experts’ fees, costs and expenses; and other and further relief as the court deems just and proper. The Company intends to vigorously defend the lawsuit.

 

On March 27, 2017, a purported class action captioned Glenn Schoenfeld v. Inventure Foods, Inc., et al.,Case No. 2:17-cv-00910, was filed in the U.S. District Court for the District of Arizona purportedly on behalf of all persons and entities that acquired Inventure securities between March 3, 2016 and March 16, 2017.  The Company’s Chief Executive Officer and Chief Financial Officer are also named as defendants.  The complaint, which focuses on the conditions of the Company’s former frozen food facility in Jefferson, Georgia, asserts claims for alleged violation of Sections 10(b) and 20(a) of the Exchange Act in connection with the Company’s press releases and SEC filings between March 3, 2016 and March 16, 2017.  Mr. Schoenfeld seeks certification as a class action, unspecified compensatory damages, attorneys’ fees, costs and expenses incurred in the action, and other relief deemed appropriate by the court.  The Company intends to vigorously defend the lawsuit.

 

Pre-Lawsuit Notifications and Demands

 

On July 11, 2016, the Company received a pre-lawsuit notification and demand from Farbod Nikravesh (represented by Barbara Rohr of Faruqi & Faruqi), who purported to represent a class of purchasers of Boulder Canyon brand products advertised as “All Natural.”  The Company removed the challenged language (“All Natural”) from its packaging before receiving the letter.  Mr. Farbod expressed intent to file a class action under California’s consumer protection statutes.  The parties resolved the matter on a confidential basis with no lawsuit being filed.

  

On July 11, 2016, the Company received a pre-lawsuit notification and demand from Maryanne McGuiness and Christine Sellers (represented by Tim Howard of Howard & Associates), who purported to represent a class of purchasers of Boulder Canyon kettle chips advertised as “All Natural” and “Non-GMO.”  The Company removed the “All Natural” language from its packaging before receiving the letter.  The claimants expressed intent to file a class action under Florida’s consumer protection statutes.  The parties resolved the matter on a confidential basis with no lawsuit being filed.

 

On October 27, 2016, the Company received a pre-lawsuit notification and demand from Halunen Law on behalf of an unidentified client who purported to represent several classes of purchasers of the Company’s TGI Friday’s Onion Rings products.  The law firm alleges that the labeling on the product is misleading because by calling the product onion rings, reasonable consumers would believe that the products contain onion or onion flavoring, while they allegedly do not contain onions or onion flavoring.  On November 14, 2016, the Company responded to the letter informing the Halunen Law firm that the products do contain onion and providing copies of various packages for the product with ingredient lists showing onion powder as an ingredient.  On February 13, 2017, the Company provided the Halunen Law firm with a declaration verifying that the produce contains and has always contained onions and requested that the Halulen Law Firm confirm that the matter is concluded.  The Company has not received further communication from the Halunen Law Firm.