Plocher claims it lost ownership interest after loan dispute; Seeks more than $1.6 million in suit

A construction company claims it wrongfully lost its ownership interest in another organization after a dispute erupted over a loan.

Plocher Construction Company filed a lawsuit March 21 in Madison County Circuit Court against Anthony Quinones, Marc Malterer, Joe Jansen, Gary Michl, Franchee Harmon, Kami Jewart, BN National Trail Biodiesel, Blue Northern Energy and Blue Northern NT Holdings.

In its complaint, Plocher claims it invested $200,000 into the National Trail Biodiesel, which was started by a group of farmers in and around Newton, Ill., who wanted to construct a biodiesel plant. In May 2010, Plocher invested an additional $20,000 into the project, according to the complaint.

Plocher also built a new pole barn in Newton and performed plumbing work for National Trail Biodiesel for a total of $310,000, the suit states.

In May 2010, BN National purchased the National Trail Biodiesel Group and promised to repay Plocher for its investments and construction work through 785,000 shares of BN National membership interest, the complaint says. In turn, Plocher claims it owned 7.634 percent of the company.

Plocher acted as a member and did not demand the $530,000 it claims it was owed for its investment and work, according to the complaint. However, it did ask for repayment of a $647,000 promissory note issued by BN National, the suit states. BN National had agreed to repay the note in installments of $50,000 and Quinones had guaranteed repayment of it, the complaint says.

A dispute arose over the note. Soon thereafter, in March 2012, Plocher claims it found out its membership interest in BN National had dropped to 1 percent.

“Upon information and belief, the Board of Managers unilaterally removed or diluted Plocher’s membership interest in BN National as a result of the dispute over the promissory note, a dispute wholly separate from the contract and capital contribution Plocher made to BN National which resulted in the membership interest being issued,” the suit states.

“The Board of Managers is making decisions, such as removing a member’s membership interest, which are outside the scope of the power and authority granted them under the operating agreement.”

Although Plocher has demanded that BN National reinstate the construction company’s previous interest in BN National, the company refuses to do so, it claims.

Plocher says BN National breached its agreement by making decisions that are outside the scope of its Board of Managers and by failing to provide audited and unaudited financial statements. In addition, BN National’s Board of Managers failed to allow access to its corporate record books and failed to adhere to corporate formalities, according to the complaint.

The remaining defendants, who are on the Board of Managers, have interfered with a business expectancy by diluting Plocher’s shares in BN National, the suit states.

Plocher also alleges fraudulent transfer, breach of implied covenant of good faith and fair dealing, unjust enrichment and breach of promissory note against BN National.

Plocher is asking the court to order BN National to provide all members with audited and unaudited financial statements and to make corporate record books available to all members. In addition, it wants the court to issue a permanent injunction that would make it impossible for BN National to sell or dispose of Plocher’s member interest in BN National.

It is also seeking at least $1,579,254.14, plus interest, punitive damages of at least $50,000, costs, attorneys’ fees and other relief the court deems just.

Christopher W. Byron and Brian R. Kalb of Byron, Carlson, Petri and Kalb in Edwardsville will be representing it.

Madison County Circuit Court case number: 13-L-471.