Schnatter Makes Case for Access to Papa John's Records as Del. Trial Opens
An attorney for Papa John's founder John Schnatter said Monday that he was confident his client would obtain access to company records related to his ouster from the pizza chain, in a multifaceted legal battle playing out in the Delaware Court of Chancery.
October 01, 2018 at 07:03 PM
5 minute read
An attorney for Papa John's founder John Schnatter said Monday that he was confident his client would obtain access to company records related to his ouster from the pizza chain, in a multifaceted legal battle playing out in the Delaware Court of Chancery.
The comments, from Los Angeles-based Glaser Weil Fink Howard Avchen & Shapiro partner Garland A. Kelley, followed a trial in Schnatter's books-and-records suit seeking a range of corporate documents, including communications by a special committee of Papa John's directors, which recommended his termination as chairman in July, just days after Forbes reported that he had used a racial slur on a company call.
Chancellor Andre G. Bouchard declined to rule Monday, and asked the sides for post-trial briefs on a series of “subsidiary issues,” including on “whose inboxes need to be searched” in connection to Schnatter's demands.
“We could not be more happy with the way today went,” Kelley told reporters. “I hate to read the mind of the judge … but I think he's clearly indicating that we are going to get documents.”
Schnatter, who resigned due to the controversy, said in his testimony that he used the N-word during discussions with an outside advertising agency about adding rapper Kanye West to the company's marketing plan. His use of the word, Schnatter said, was not in reference to West, but was intended to make a larger point about how he did not want that word to be associated with Papa John's brand.
“My comments were anti-racist,” he said on direct questioning from Kelley.
Schnatter has alleged that the company, under the direction of CEO Steven Ritchie, failed to come to his aid, choosing instead to jettison him amid blowback from the comment, which Schnatter said was taken out of context. In August, he filed a separate derivative lawsuit accusing Ritchie of trying to portray his as a racist in order to keep his own job.
The company has denied those allegations, saying that Schnatter simply regrets his decision to step down from the company.
The purpose of the books-and-records case, Schnatter insisted, was to investigate whether the other Papa John's directors had breached their fiduciary duties before his ouster in mid-July.
Attorneys for Papa John's have argued that the documents sought in Schnatter's lawsuit cannot be used in the other case. Kelley said he disputes that claim; however, he said the information could be used in a third lawsuit, which would allege that members of Papa John's senior management caused “significant damage” to the company by placing their own interests over those of shareholders.
“This third one—that is the big one,” Kelley said. “We're trying to wait and, in addition to the ones we already have, get these documents, whatever the chancellor is going to give us. And if they say what we think they say, that third lawsuit will come out very soon.”
A spokesman for Papa John's did not respond to a request for comment.
Blake A. Rohrbacher, the Richards, Layton & Finger director who is representing the company in the records suit, pressed Schnatter Monday on the purpose behind the lawsuit, as well as the breadth of Schnatter's requests for 17 categories of documents. In his cross-examination, Rohrbacher questioned whether Schnatter simply wanted documents regarding his termination and his treatment by the board.
Schnatter responded that he had been left “in the dark” and needed to inform himself as a director of the company. He still holds a 30 percent stake in the pizza chain and holds a seat on the company board. Schnatter said he was mostly concerned with how quickly the board reacted in terminating two key agreements related to his employment after the Forbes article was published.
“I think there's information out there that can help me figure out what happened over the last eight to 10 months and whether anybody violated their fiduciary duties,” he said. “This isn't about me.”
It was revealed during Rohrbacher's questioning that Schnatter had signed confidentiality agreements with at least two women, including Lesli Workman, who had sued Schnatter and Papa John's in 1999, alleging that Schnatter had sexually harassed her. Schnatter filed a counterclaim and later alleged that she had tried to extort money from him and the company.
The case was dismissed, though it was not clear if the parties had settled. On Monday, Schnatter acknowledged the existence of the agreements, but he did not provide further details from the witness stand.
Kelley said after the trial that Schnatter did not have the document and that he was aware of no other agreements beside the two cited in court on Monday. He said the confidentiality agreements did not relate to Schnatter's purpose for seeking company records, and that the company instead was trying to “deflect from well-documented allegations” against other directors and Papa John's senior management.
Schnatter has alleged in his derivative suit that he reported allegations of misconduct by female employees to the Papa john's human resources department, but the same special committee cleared officials of wrongdoing without any meaningful investigation.
“Part of our theme is this special committee takes no proper steps to inform itself. It simply acts,” Kelley said.
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