MEADOWFRESH SOLUTIONS USA, LLC, Plaintiffs-Respondents v. MAPLE GROVE FARMS, LLC, a Missouri limited liability company

MEADOWFRESH SOLUTIONS USA, )
LLC, et al., )
)
Plaintiffs-Respondents, )
)
v. ) No. SD35269
)
MAPLE GROVE FARMS, LLC, ) Filed: September 6, 2019
a Missouri limited liability company, )
et al., )
)
Defendants-Appellants. )

APPEAL FROM THE CIRCUIT COURT OF GREENE COUNTY

Honorable Jason R. Brown, Circuit Judge

AFFIRMED

Meadowfresh Solutions USA, LLC (“Meadowfresh”) brought suit against Maple

Grove Farms, LLC, Leon Rinehart, Ted Dahlstrom, Carol Dahlstrom, Curtis Hall, Lisa

Hall, Kyle Bounous, and All American Cattle Leasing, LLC (collectively, these

defendants will be referred to as “Maple Grove” unless we are speaking of an individual

1
defendant) in 19 counts. 1 During the pendency of that action, Meadowfresh filed a

motion for appointment of a receiver. The motion was granted on June 16, 2017;

however, a receiver was not appointed at that time. The case went to a jury trial on the

counts of Malicious Prosecution, Breach of Contract/Civil Conspiracy, Breach of

Contract/Tortious Interference/Civil Conspiracy, and Piercing of Corporate Veil.

Judgment was entered for Meadowfresh in the amount of over 7.3 million dollars,

together with attorneys’ fees in the amount of $488,190.96 and taxable costs in the

amount of $15,340.64. The judgment in that case is not the subject of the current

appeal. 2

The trial court then severed two counts from the prior petition, for dissolution

(Count II) and for an accounting (Count XIV), as well as Meadowfresh’s motion for

appointment of a receiver which was previously sustained on or about June 16, 2017.

Subsequently, Counts II and XIV were dismissed by Meadowfresh and the current action

1
Case Number 1531-CC01018, Fifth Amended Petition: Count I, Declaratory Judgment (Maple Grove
Defendants); Count II, Dissolution of Maple Grove Farms, LLC (Maple Grove Defendants); Count III,
Breach of Contract (Maple Grove Defendants); Count IV, Breach of Contract (Maple Grove Defendants);
Count V, Third-Party Beneficiary Breach of Contract (Maple Grove Defendants); Count VI, Breach of
Fiduciary Duties (Curtis Hall and Leon Rinehart); Count VII, Conversion (Meadowfresh Defendants and
Maple Grove Defendants); Count VIII, Tortious Interference with Contract and/or Business Expectancy
(Maple Grove Defendants and Meadowfresh Defendants); Count IX, Civil Conspiracy (Maple Grove
Defendants, Meadowfresh Defendants); Count X, Piercing the Corporate Veil (Maple Grove Defendants
and Meadowfresh Defendants); Count XI, Breach of Fiduciary Duties (Meadowfresh Defendants); Count
XII, Breach of the Implied Duty of Good Faith and Fair Dealing (Maple Grove Defendants and
Meadowfresh Defendants); Count XIII, Conversion (Meadowfresh Defendants); Count XIV, Action for
Accounting (Maple Grove Defendants and Meadowfresh Defendants); Count XV, Abuse of Process (Maple
Grove Defendants and Meadowfresh Defendants); Count XVI, Malicious Prosecution (Maple Grove
Defendants and Meadowfresh Defendants); Count XVII, Defamation (Maple Grove Defendants and
Meadowfresh Defendants); Count XVIII, Injurious Falsehood (Maple Grove Defendants and Meadowfresh
Defendants); and Count XIX, Preliminary and Permanent Injunction (Maple Grove Defendants and
Meadowfresh Defendants).

An additional third-party claim was brought.
2
See companion case Meadowfresh Solutions USA, LLC, et al. v. Maple Grove Farms, LLC, et al., No.
SD35231, also handed down this date.

2
for a dissolution and accounting against the same parties was filed (case number 1731-

CC01311). It is a ruling in this lawsuit that is now on appeal.

Meadowfresh brought a Motion for Entry of Order Based on Prior Grant of

Plaintiff’s Motion for Appointment of Receiver (see attached Exhibit A) and further

based on “subsequent and ongoing intentional conduct of Defendants that is wasting or

otherwise threatening the assets of [Maple Grove].” Maple Grove filed suggestions in

opposition to the motion. The court granted the motion on November 6, 2017, and

approved the appointment of a receiver. Per a docket entry of November 6, 2017:

AFTER FURTHER CONSIDERATION AND REVIEW, COURT
NOW OVERRULES DFTS’ OBJECTIONS TO PLAINTIFF’S
MOTION FOR ENTRY OF ORDER APPOINTING RECEIVER,
EXCEPT AS TO THE CHARGE AND PAYMENT OF
COMPENSATION OF THE RECEIVER, WHICH IS ORDERED
TO BE PAID BY DFT MAPLE GROVE FARMS, LLC. COURT
FINDS PLAINTIFF HAS MADE ADEQUATE SHOWING THAT
EXCEPTIONAL CONDITIONS EXIST AND THUS SAID
MOTION IS NOW OTHERWISE SUSTAINED, PER FORMAL
ORDER SIGNED THIS DATE.

Maple Grove then sought a Motion for Order Revoking, or in the Alternative, Modifying

and Changing Interlocutory Order Appointing Receiver. That motion was denied on

November 29, 2017. Maple Grove timely brought an appeal, pursuant to section

512.020(2), 3 from the order which denied the revocation of the appointment of a receiver

3
Section 512.020, RSMo 2016, states, in part:

Any party to a suit aggrieved by any judgment of any trial court in any civil cause from
which an appeal is not prohibited by the constitution, nor clearly limited in special
statutory proceedings, may take his or her appeal to a court having appellate jurisdiction
from any:

....

(2) Order refusing to revoke, modify, or change an interlocutory order appointing a
receiver or receivers, or dissolving an injunction[.]

3
on December 7, 2017. Maple Grove claims three points of error: first, on the basis that

the trial court had no “authority” to grant the motion for receiver; second, the trial court

erred in finding “the law of the case doctrine” applied to enter an order appointing a

receiver; and third, the trial court abused its discretion by failing to take any evidence

prior to appointing the receiver. We deny all three points and affirm the denial of the

motion to revoke the appointment of the receiver.

POINT I

Maple Grove claims that the prior motion for the appointment of a receiver was

“abandoned prior to trial” and the court had no authority to grant the appointment of a

receiver in the prior case. That is true; however, that truth does not assist Maple Grove.

The trial court did not grant the appointment of a receiver in case number 1531-

CC01018. Maple Grove does not present any arguments or facts to indicate that the trial

court ordered the appointment of a receiver in case number 1531-CC01018, a case that

was designated final and is currently the subject of a different appeal. What Maple Grove

does do in this point is argue that the filing of the second cause of action is an

impermissible splitting of a cause of action. That claim of error is not available to Maple

Grove in this appeal, which is, by Maple Grove’s own statements, an interlocutory

appeal, from the denial of a revocation of the appointment of a receiver. There is no

judgment, much less a final judgment, in this case. Maple Grove’s first point is denied.

POINT II

Maple Grove’s second claim of error is that the trial court incorrectly used the

“law of the case” from the appealed judgment in the first case to support granting a

receiver in the current case. Maple Grove arrives at this conclusion by citing to the

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transcript of November 6, 2017, in which he claims that the trial court ruled that the

appointment of a receiver was decided by using “the law of the case.” A fair reading of

the transcript indicates that after a long discussion whether the trial court had any

jurisdiction over the case at all, the trial court used the phrase “law of the case” in his

direction to the parties in their argument, as set forth below.

[Meadowfresh’s attorney]: And we said before the trial ever occurred that
the judge was going to hear the evidence and then make the
determinations on our claims for judicial dissolution and the accounting.

....

THE COURT: Well, [Maple Grove’s attorney’s] argument, as I
understand it, is the fact that if it’s not reflected formally before the
amended judgment means those claims were abandoned and not capable
of -- and they were compulsory and abandoned and not properly preserved
and, therefore, I lack jurisdiction?

....

[Meadowfresh’s attorney]: . . . I can move for dissolution of the LLC for
any reason whatsoever. Now that’s the extreme position which is -- which
is an extreme. . . . [W]e have additional bases since trial for not only
moving for dissolution, but also asking for the appointment of a receiver. .
. . [W]e still have brand new bases for not only dissolution, but also the
appointment of a receiver in this case.

THE COURT: Well, the part of his alternative argument is, you might if
you refile today, but you don’t have springing jurisdiction so that if you
didn’t have -- if I didn’t have jurisdiction, then you don’t – there’s no such
thing as after acquired jurisdiction, you didn’t get it until this morning so
that doesn’t retroactively make it all good, so to speak.

[Meadowfresh’s attorney]: . . . [W]hen we have the right to bring that
based on new facts[,] . . . we could still refile it tomorrow based on new
facts. . . . [W]e’re talking about an equitable claim that the jury could not
have rendered. It’s a judicial dissolution by statute, only the Court can
make that determination.

THE COURT: Well, I think, his point there is until -- until there -- since
there was not a final judgment at the time you filed this case[.]

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 [Meadowfresh’s attorney]: . . . The finality of the judgment only affects
whether or not it’s appealable. . . . [T]hat’s an issue for the Court of
Appeals to determine. . . . [B]ecause we have new facts and a new bases
[sic] for filing this.

....

THE COURT: All right. Understood. Thank you. [Maple Grove’s
attorney] . . . is it your position that an arguable splitting of a cause of
action is never curable?

[Maple Grove’s attorney]: It is not. . . . [I]t is akin to res judicata. . . .
[A]ssume that [for the purposes of this hearing] the Court will take judicial
notice of the Court’s own records?

THE COURT: I will. Yes, sir.

....

[Maple Grove’s attorney]: . . . They split their cause of action and they are
not now in a position to complain about this.

....

THE COURT: . . . I’m now going to respectfully find that Judge
Cordonnier’s ruling and announcement in the 9-28-17 amended judgment
in his case is the law of the case. . . . The Circuit Court of Greene County,
through Judge Cordonnier, has already ruled that the current claims in this
case were reserved by the Court and were severed. . . . [I]t is not for me to
determine that is a wrongful ruling or to second guess it[.] . . . I have
jurisdiction to proceed and Defendants’ motion to dismiss will now be
respectfully denied. We’ll now proceed to Plaintiffs’ motion for
appointment of a receiver. I have a couple questions that I will ask counsel
to include in their remarks. . . . Does his grant of that motion quote the law
of the case on this issue? Is there some abandonment argument by the
defendants to be made and that Defendants did not pursue it before the
jury trial?

There is no indication that the trial court impermissibly relied upon the doctrine of

the “law of the case” in the appointment of the receiver. The attorneys were discussing

with the court whether Meadowfresh had split their cause of action, whether there was an

agreement that the judge in the first case would be the judge in the second case and

6
finally whether a receiver should be appointed. Meadowfresh argued to the trial court

that there were additional factors that warranted the appointment of the receiver in

addition to the factors that were addressed in the prior case. The parties agreed that the

court could take judicial notice of the prior case. Whether Meadowfresh impermissibly

split its cause of action is simply not part of this appeal. The trial court committed no

error and did not rely upon the doctrine of the “law of the case” in the appointment of the

receiver. The judgment states:

The facts stated in the Motion are credible and said facts and subsequent
proceedings (including the evidence at trial, and related verdicts and
judgment) demonstrate that Plaintiff has a right to the immediate
appointment of a receiver to prevent waste of, and to protect, keep, and
preserve, the assets of Maple Grove Farms pursuant to Missouri Supreme
Court Rule 68.02(a) and MO. REV. STAT. § 515.500 et seq[.]

Point II is denied.

POINT III

Maple Grove’s third point claims that the court abused its discretion in entering

an order appointing a receiver because no evidence was offered by the plaintiff nor taken

by the court. Maple Grove argues that there were only unverified assertions of counsel.

Even if Maple Grove’s assertions are correct that no “evidence” was presented to the

court, a finding we do not make, Maple Grove points to nothing in the record indicating

that Maple Grove requested an evidentiary hearing. “Absent request for hearing by an

appropriate person or party in interest, the term notice and a hearing does not indicate a

requirement for an actual hearing unless the court so orders[.]” Section 515.505(13),

RSMo Cum.Supp. 2016. At no time, even after the order denying the motion to revoke

the appointment of the receiver, did Maple Grove request an evidentiary hearing. The

trial court heard the arguments from counsel for both parties, took judicial notice of the

7
rulings/orders and Amended Judgment from the prior lawsuit and reviewed the motions

and exhibits submitted in support and entered the order. We find no error. Point III is

denied.

The order denying the Motion for Order Revoking, or in the Alternative,

Modifying and Changing Interlocutory Order Appointing a Receiver is affirmed.

Nancy Steffen Rahmeyer, J. – Opinion Author

Don E. Burrell, P.J., – Concurs

Gary W. Lynch, J., – Concurs

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Exhibit A

IN THE CIRCUIT COURT OF GREENE COUNTY, MISSOURI

MEADOWFRESH SOLUTIONS USA, )
LLC, )
)
Plaintiff, )
)
) Case No. 1731-CC01311
vs. )
)
MAPLE GROVE FARMS, LLC, )
a Missouri limited liability company, )
LEON RINEHART, TED DAHLSTROM, )
CAROL DAHLSTROM, CURTIS HALL, )
LISA HALL, and KYLE BOUNOUS, )
)
Defendants. )

MOTION FOR ENTRY OF ORDER BASED ON PRIOR GRANT OF PLAINTIFF’S
MOTION FOR APPOINTMENT OF RECEIVER

Pursuant to MO. REV. STAT. § 515.500 et seq. and Missouri Rule of Civil Procedure

68.02, Plaintiff Meadowfresh Solutions USA, LLC (“Meadowfresh”) hereby moves the Court for

entry of the proposed Order, attached as Exhibit A, appointing J. Michael Bridges as receiver for

Defendant Maple Grove Farms, LLC (“MGF”) based on the prior grant of Meadowfresh’s

motion to appoint a receiver at the expense of the individual Defendants (in Case No. 1531-

CC01018 before the Honorable Judge Cordonnier) and subsequent and ongoing intentional

conduct of Defendants that is wasting or otherwise threatening the assets of MGF.

IMMEDIATE APPOINTMENT OF A RECEIVER OF MGF IS NECESSARY TO
PRESERVE AND PROTECT THE BUSINESS INTERESTS AND ASSETS OF MGF
AND TO PREVENT IRREPARABLE INJURY

Missouri Revised Statute § 515.500 et seq. and Missouri Rule of Civil Procedure 68.02

allow for the appointment of a receiver when “necessary to keep, preserve and protect any

business interest or property, including money or other thing deposited in court or the subject of

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a tender . . . .” MO. S. CT. R. 68.02(a) (2016); see also MO. REV. STAT. § 515.510.1 (2016). In

particular, MO. REV. STAT. § 515.510.1(12) allows for the appointment of a receiver to “prevent

irreparable injury to the person or persons requesting the appointment of a receiver with respect

to the debtor’s property.” MO. REV. STAT. § 515.510.1(12).

Regarding the matters before the Court, Judge Cordonnier already ruled that a receiver

should be appointed for MGF at the individual defendants’ expense for the reasons more fully

described below (including misconduct by the Defendants). In addition, new information

regarding Defendants’ ongoing conduct, and blatant and intentional disregard for Meadowfresh’s

rights as the majority member of MGF, necessitates and justifies immediate entry of the

proposed Order. Specifically, the Court should immediately appoint a general receiver for MGF

to prevent further intentional or unintentional waste of MGF’s assets because such waste has

caused, is causing, and will continue to cause irreparable injury to Meadowfresh with respect to

MGF’s business and property and Meadowfresh’s interest in said business and property. See

MO. REV. STAT. § 515.515. Defendant’s blatant, intentional, and malicious actions which form

the basis for the immediate need for appointment of receiver include, but are not limited to:

1. As already determined by Judge Cordonnier, misrepresentations to the Court, under

oath, regarding Defendants’ intent to refinance obligations of MGF and actions

concerning the preservation of MGF assets;

2. Documented extreme waste of MGF assets by Defendants leading up to the jury

verdict (and subsequent entry of judgment) in favor of Meadowfresh and John “Jock”

Fulton against Defendants;

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3. Establishment and use of a shell company (“All American Cattle Leasing, LLC”) to

undercapitalize MGF in an attempt to deprive Meadowfresh and Mr. Fulton of

creditors’ rights with respect to MGF ;

4. Defendants’ illegal, blatant, and intentional conduct to deprive Meadowfresh of its

membership rights in MGF has continued unabated since the jury verdict and

judgment referenced above. Defendants’ actions include documented post-judgment

ongoing waste and transfer (and potential transfer) of MGF’s assets;

5. Defendants’ purposeful refusal to provide Meadowfresh, as the majority member of

MGF, with access to any financial information whatsoever since the parties’ jury trial

concerning MGF, including MGF business and financial records, books and accounts,

assets, liabilities and business decisions related thereto;

6. Repeated threats by Defendants that Curtis Hall will cease management of daily

operations of MGF (which would be catastrophic to the dairy cattle and the dairy

farm operation as a going entity);

7. Secretive and duplicitous attempts by one or more Defendants to profit from a

potential sale of MGF assets;

8. Post-judgment encumbrance of MGF assets, ultra vires, for the specific purpose of

depriving Meadowfresh of its ability to satisfy the judgment entered against MGF and

Defendants; and

9. Threatening foreclosure on MGF’s assets so as to deprive Meadowfresh of its

judgment creditor and membership rights with respect to MGF.

For these reasons, as more fully set forth and described below, the Court should

immediately appoint a general receiver for MGF.

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GENERAL AND PROCEDURAL BACKGROUND

General Background

This case initially stemmed from Defendants’ illegal and malicious efforts to improperly

kick Jock Fulton out as Manager of MGF, kick Meadowfresh out as the majority member of

MGF, and to illegally and maliciously retaliate against Mr. Fulton (for his efforts to vindicate his

rights through a lawsuit) by instigating false criminal charges against him. Specifically, in early

July 2015, Defendants lied to Mr. Fulton about a meeting at which they conspired to illegally

remove him as the Manager of MGF. After the Defendants were unable to accomplish their

malicious objectives via their illegal attempt to kick Mr. Fulton out as the Manager of MGF,

Defendants conspired and falsified, altered, and destroyed various corporate records in an

attempt to manufacture evidence of the purported removal of Meadowfresh as the majority

member of MGF (as opposed to only trying to remove Mr. Fulton as the Manager of MGF).

Thereafter, Defendants conspired and took further actions of instigating criminal charges against

Mr. Fulton based on admittedly false and incomplete information given to authorities and setting

up the separate shell company, AACL, to admittedly begin diverting assets through the shell

company to avoid capitalizing MGF (which was a named defendant in Meadowfresh’s lawsuit

and is now a judgment debtor to Meadowfresh and Mr. Fulton).

After a two week trial regarding Defendants’ misconduct, a jury returned verdicts in

favor of Meadowfresh and Jock Fulton finding Defendants liable on all claims of Meadowfresh

and Mr. Fulton’s submitted to the jury (including malicious prosecution, breach of contract, civil

conspiracy, and tortious interference), finding in favor of Meadowfresh and Mr. Fulton on all of

Defendants’ counterclaims, and awarding Meadowfresh and Jock Fulton $7,305,000 in

compensatory and punitive damages against Defendants. The jury also found that Defendants’

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shell company, All American Cattle Leasing, LLC, was a sham and pierced the corporate veil as

to that company. The jury’s verdict is now reduced to judgment in the form of the Amended

Judgment attached as Exhibit B.

Shortly before the two week jury trial, the Court (Judge Cordonnier) granted

Meadowfresh’s second motion for appointment of receiver of MGF. See June 16, 2017 Docket

Entry, attached as Exhibit C. The bases for the grant of the Motion were numerous, including

Defendants’ blatant misrepresentations to the Court under oath at a hearing regarding MGF debt

and their intentions to refinance that debt1. Those bases are set forth in Meadowfresh’s Second

Motion for Appointment of Receiver, attached as Exhibit D, and in more detail below:

Procedural Background

The First Motion for Appointment of Receiver.

On or about November 29, 2016, Meadowfresh filed a motion for appointment of a

receiver for MGF due to Defendants’ failure to protect Meadowfresh’s ongoing financial

interests in MGF. Part of Defendants’ actions in this regard included Defendants’ failure to

satisfy outstanding obligations of MGF, including mortgage obligations to Arvest Bank. On or

about December 6, 2016, the Court held a hearing regarding various motions, including the First

Motion (the “Motion Hearing”). During the hearing, Defendant Curtis Hall (also a member and

purported manager of MGF) testified under oath and represented to the Court that MGF was in

1
The Amended Judgment, as entered by Judge Cordonnier, specifically notes that:

“The remaining Counts of Plaintiffs’ Fifth Amended Petition were reserved for determination by the Court after the
jury trial, and were severed into a separate action pending in this Court, including Counts II (for judicial dissolution
of Maple Grove Farms, LLC) and XIV(action for accounting), as well as Plaintiffs’ motion for appointment of a
receiver which the Court sustained on or about June 16, 2017.”

Amended Judgment, Exhibit B.

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the process of refinancing the debt owed to Arvest Bank and that the process would take

approximately three (3) weeks.

Specifically, Mr. Hall testified under oath as follows:

a. [By Mr. Glass] Q: “What plan do you and the other remaining members of
Maple Grove have to solve this problem with [Arvest] bank?
A: “We’ve approached another banking establishment and we are going to
refinance.”

Transcript of December 6, 2016 Motion Hearing (“Hearing Transcript”), pg.
40, lines 8-12.

b. [By Mr. Sappington] Q: “You talked about the Arvest situation and you said
you have a plan in place to refinance. Did I understand that right?”
A: “That’s correct.”
Q: “Has the refinancing been done?”
A: “No, it has not. But a letter of intent has been sent to Arvest.”

Hearing Transcript, pg. 46, lines 14-20.

c. [By Mr. Sappington] Q: “If you are not a guarantor of all four [Arvest] loans,
would you be willing to become a guarantor in order to extend a loan from
Maple Grove Farms?”
A: “Well, we’re not looking at extending the loan. We’re looking at
refinancing.”

Hearing Transcript, pg. 48, lines 17-21.

Defendants’ representations that they were refinancing the Arvest loans was material to

the issues raised in the First Motion in that a refinancing of the MGF debt would eliminate

Meadowfresh as a guarantor of the MGF debt and prevent default by MGF. On the basis of

these representations made by MGF’s representative, the Court denied the First Motion. In so

ruling, the Court admonished Defendants that a failure to refinance the Arvest obligation would

result in the appointment of a receiver for MGF.

Defendants’ Representations to the Court were False in that Defendants Did not
Refinance the Arvest Debt and had no Intent to do so.

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For more than approximately four (4) weeks after the Motion Hearing, between

December 6, 2016 and January 9, 2017, Defendants failed to provide any notice to Meadowfresh

Plaintiffs regarding the status of their efforts to refinance MGF’s obligations to Arvest Bank. On

January 9, 2017, Meadowfresh received a Notice of Default from Arvest Bank. According to

Arvest’s Notice of Default, MGF owed Arvest $2,106,392.94, plus attorneys’ fees and costs,

which sums were immediately due. Further, Arvest notified the parties that the last day for

payment of MGF’s obligation was January 20, 2017.

After receiving Arvest’s Notice of Default, Meadowfresh, through counsel, sent

correspondence to Defendants’ counsel on January 10, 2017 inquiring about the status of MGF’s

efforts to refinance the Arvest debt as represented to the Court by Defendant Hall at the Motion

Hearing. Defendants’ counsel then represented to Meadowfresh’s counsel during a telephone

conversation that a refinancing was set to close on January 12, 2017.

On January 16, 2017 and January 19, 2017, Meadowfresh once again sent

correspondence to Defendants’ counsel asking about the status of Defendants’ purported efforts

to refinance MGF’s obligations to Arvest Bank. However, Defendants’ counsel provided no

verification of refinancing as represented by Defendants at the Motion Hearing.

Instead of Refinancing the Arvest Debt, as expressly represented to the Court under
Oath, Defendants used a Shell Company to Shuffle Assets and Liabilities of MGF to the
Detriment of Meadowfresh.

Eventually, in interrogatory answers dated March 14, 2017, Defendants revealed to

Meadowfresh for the first time information about a shell company called All-American Cattle

Leasing, LLC (“AACL”) created by the individual Defendants almost a year earlier (on January

19, 2016). Moreover, Defendants failed to disclose any information regarding AACL to Judge

Cordonnier at the December 6, 2016 hearing. According to deposition testimony of Curtis Hall

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(deposition taken on May 16-17, 2017 in his individual capacity and as a corporate

representative of MGF), the only members of AACL are the individual defendants, in the exact

same membership percentages as their current memberships in Maple Grove Farms (after

purportedly kicking Meadowfresh out as the majority member of Maple Grove and unilaterally

redistributing Meadowfresh’s membership interest among the individual defendants, including

giving Defendant Kyle Bounous a new 25% membership interest in Maple Grove for no

consideration/capital contribution). Mr. Hall also confirmed during his deposition that AACL

has never held a meeting or membership vote, has no corporate records beyond corporate

formation documents, has no business or agreements other than with MGF, has the same counsel

as MGF, has the manager as MGF, has no assets other than member contributions and

approximately 40-50 head of livestock (discussed in more detail below), and does not observe

corporate formalities. In total, as discussed more fully below, AACL owns approximately

$2,750,000 in MGF debt.

According to Mr. Hall’s deposition testimony, one purpose of creating AACL was to

obtain a loan from Arvest to purchase more cattle for MGF since MGF could no longer obtain

credit (due, at least in part, to its default on the four Arvest loans to MGF at issue). As was also

confirmed during the deposition of MGF member Defendant Ted Dahlstrom, another purpose of

AACL is to hold assets that would otherwise belong to MGF because MGF is involved in this

lawsuit. See Deposition of Ted Dahlstom, 121:18-25, 122:1-19, 130:15-20.

In the course of disclosing the existence of AACL for the first time in March 2017,

Defendants also disclosed (again, for the first time, on March 14, 2017) that they did not

refinance the Arvest loans, as previously represented to the Court under oath at the Motion

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Hearing. Instead, contrary to the representations to the Court through sworn testimony,

Defendants disclosed:

The Arvest Bank loan was purchased by All American Cattle Leasing (“AACL”).
The purchase price paid was funded, in part, by a loan to AACL from Eugene
Enowski (lender) in the amount of $2,200,000.00 with interest at the rate of 5%
per annum. The Enowski loan is due, in full, on July 15, 2017.

Defendant Maple Grove Farms, LLC’s Answers to Plaintiffs’ Sixth Interrogatories; see also

Assignment of Security Interest.

The loan from Mr. Enowski was made to AACL2 because Defendant Kyle Bounous is a

personal friend of Mr. Enowski. The note evidencing the debt is dated January 11, 2017. See

Enowski Note. According to the deposition testimony of Defendant Kyle Bounous (deposition

taken on May 15, 2017), the members of AACL (the individual defendants) entered into the loan

agreement with Mr. Enowski without the funds to pay off the Enowski loan in 6 months.

After their disclosures regarding the purchase of the MGF loans from Arvest Bank,

Defendants further disclosed, again contrary to the testimony under oath at the prior Motion

Hearing before Judge Cordinnier, that they never even applied to refinance the Arvest loans.

See Defendant Maple Grove Farms, LLC’s Answers to Plaintiffs’ Sixth Interrogatories, ## 2-3.

In purchasing the loans from Arvest, Defendants’ shell company AACL acquired the

guaranties that secured the Arvest loans, including the Meadowfresh guaranty. But for the jury’s

verdict declaring the guaranties of Meadowfresh and Jock Fulton to be extinguished because of

Defendants’ bad faith and malicious actions, Defendants would own those guaranties, having

2
The loan from Enowski was to Defendants’ illegal shell company and not to MGF. Defendants pledged their
personal assets to secure repayment of the note given to Enowski by AACL. Defendants, through case discovery,
produced the loan documents evidencing the Enowski note and their personal guaranties of the Enowski loan to
AACL. As of the time of the jury trial, Defendants provided no information or documents indicating that any MGF
assets were pledged to secure repayment of the Enowski loan to AACL. Any such pledge of MGF assets to
Enowski would be, at the very least, ultra vires.

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given themselves (by purchasing the loans) the ability to have MGF default on the loans by

failing to make any loan payments and to foreclose on the loans. Defendant Ted Dahlstrom even

went so far as to expressly testify in his deposition that part of the purpose of purchasing the

Arvest loans (as opposed to refinancing the debt or paying the loans off, and therefore

extinguishing the Meadowfresh guaranty) was to make sure that the Meadowfresh guaranty

survived and Defendants purportedly have the ability to foreclose on the loans (or otherwise

pursue legal action on the debt) against Meadowfresh. See Deposition of Ted Dahlstrom, 123:11-

25, 124:1-3; 128:18-20. The purchase of the Arvest loans, and subsequent default by the

Defendants on their own loans, also purportedly gave Defendants the ability to foreclose on

MGF’s property that secures the loans (including all of MGF’s real property) such that the

property can be acquired by Defendants’ shell company AACL free and clear of any interest in

the land owned by Meadowfresh.

AACL Incurs Additional Debt on Behalf of MGF.

After forming the shell company AACL, Defendants obtained a loan from Arvest to

AACL in the amount of $200,000 to purchase more cattle for MGF. See Debt Modification

Agreement. Defendants agreed (without the knowledge or consent of Meadowfresh) that MGF

would pay AACL back for AACL’s loan to AACL. As part of AACL’s purchase of the four

MGF Arvest loans, AACL also purchased the loan Arvest made to AACL. See Assignment of

Security Interest.

AACL Lends Additional Money to MGF.

In addition, since AACL’s formation, Defendants’ shell company AACL loaned

approximately $275,000 (as of January 19, 2017) to MGF (again, without knowledge or consent

of Meadowfresh). See AACL Loans. When asked how AACL came up with the money to loan

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MGF $275,000, Defendants Kyle Bounous and Curtis Hall testified that the individual members

of AACL (who also happen to be the members of MGF) made capital contributions to AACL.

When asked, in follow up, why the members ran their money through AACL instead of making

capital contributions directly to MGF, Defendant Ted Dahlstrom expressly admitted that the

defendants did not want money in MGF because of this lawsuit. As a result of Defendants’

actions, the money lent to MGF from AACL shows as a MGF debt owed to AACL (and

therefore an asset of AACL) as opposed to an asset of MGF.

MGF has not yet repaid any of the principal debt from the AACL-MGF loans back to

AACL except two payments totaling approximately $5,000. According to the deposition

testimony of Curtis Hall, the loans are not evidenced by any notes and there are no terms of the

loans (such as interest rate, due date, or payment terms). In fact, per Mr. Hall’s testimony, there

is no documentation of these loans whatsoever other than a handwritten check register and the

cancelled checks showing money paid to MGF by AACL.

AACL’S Purported Lease-to-Own Agreement with MGF.

With respect to the cattle purchased by Defendants’ shell company AACL

(approximately 100 head) with the funds from the $200,000 Arvest loan, AACL and MGF

purportedly entered into a lease-to-own agreement (which is unsigned and undated). See Lease.

Again, this occurred without the knowledge or consent of Meadowfresh. Under the terms of the

purported Lease, MGF agreed, among other things, to pay all expenses associated with AACL’s

cattle. MGF also purportedly agreed to pay 100% of the proceeds from milk production from the

cattle to AACL for the first year of the two year lease, and 25% of the proceeds during the

second year of the lease.

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Through January of 2017, MGF purportedly owes Defendants’ shell company AACL

approximately $250,000 under the Lease for the first year term of the lease only (not including

any amounts owed under the agreement to provide 25% of second year revenue to AACL).

However, by the deposition testimony of Defendant Hall, MGF has not paid the amounts due to

AACL under the Lease and is in breach of the purported agreement.

According to Defendants, Defendant Hall is the appointed Manager of AACL. He also

serves as one of the two Managers of MGF appointed after Defendants purportedly kicked Jock

Fulton out as Manager of MGF on July 3, 2015. Under Mr. Hall’s management, approximately

60/100 (or 60%) of AACL’s cattle have died or been culled. Under the purported Lease

agreement, MGF is also financially liable to AACL for loss of cattle exceeding 10%. MGF is,

therefore, also in breach of the purported Lease in this respect. (Meadowfresh maintains that all

of these transaction on behalf of MGF were improper and void as they were without the

knowledge or consent of Meadowfresh).

In total, because of Defendants’ actions as it relates to the purported Lease, MGF has

purportedly incurred all the costs associated with “AACL’s” cattle and owes AACL over

$250,000 for those cattle. Those cattle were initially purchased for $200,000 for 100 head, yet

MGF now purportedly owes AACL at least $250,000 for what are (as of August 2017) only

approximately 40 head (after having paid all costs associated with the cattle as well).

AACL has made no efforts to enforce the various breaches of the Lease (breaches

committed by Defendants themselves, who own both MGF and AACL, without the knowledge

or consent of Meadowfresh), as confirmed in the deposition of Defendant Hall. Neither has

AACL taken any action whatsoever regarding MGF’s failures to make payments on the four

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AACL loans formerly held by Arvest or pay amounts due on the loans from AACL to MGF (also

confirmed by Mr. Hall in his deposition).

Given all of all these facts, Judge Cordonnier found that Defendants misrepresented to

the Court both their intentions and the facts related to the First Motion and Defendants’ alleged

effort to refinance the Arvest loan debt. Instead of refinancing the debt (or paying off the loans),

as expressly represented to the Court, Defendants instead used a shell company to purchase the

loans. Part of the express and admitted purpose for acting in this manner was to ensure the

continued liability of Meadowfresh for the debt (as opposed to extinguishing that liability

through refinancing, as represented to the Court at the Motion Hearing). Defendants also

continued to refuse to release Meadowfresh and Mr. Fulton from their guaranties of the debt (at

least until the Court extinguished the guaranties by declaratory judgment) while simultaneously

maintaining the position that Meadowfresh and Mr. Fulton held no membership interest in MGF

and denying Meadowfresh and Mr. Fulton the ability to have any control over MGF’s business

and assets. In the meantime, Defendants defaulted on purported obligations of MGF to AACL

(undertaken unilaterally by Defendants without the knowledge or consent of Meadowfresh),

effectively giving themselves the ability to “foreclose” on MGF property and pursue legal action

against Meadowfresh and Mr. Fulton for MGF’s debt.

Significantly, as reflected in the Amended Judgment (Exhibit B), the jury found that

AACL was, in fact, nothing more than a sham and pierced the corporate veil as to that entity.

NEW AND ADDITIONAL BASES JUSTIFYING AND NECESSITATING IMMEDIATE
APPOINTMENT OF RECEIVER FOR MGF

Apparently undeterred by the Court’s prior grant of Meadowfresh’s Motion, and the

jury’s verdict (including significant awards of punitive damages against Defendants’ for their

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outrageous conduct) and subsequent Amended Judgment, Defendants continue to take illegal and

malicious actions towards Meadowfresh and Mr. Fulton which justify the immediate imposition

of a receiver of MGF.

Defendants’ Ongoing Intentional Waste of MGF Assets

At the time of Defendants’ actions which formed the bases for their liability for actual

and punitive damages to Meadowfresh and Mr. Fulton, in approximately June and July of 2015,

Mr. Fulton was the Manager of MGF’s dairy farm operation. MGF had significant assets at that

time, including approximately 750 head of cattle. As part of Defendants’ multifarious efforts to

avoid Meadowfresh’s creditor rights, Defendants either allowed or intentionally caused MGF’s

assets to waste. As of the time shortly before the jury trial, Meadowfresh received information

that Defendants allowed or caused MGF’s livestock to dwindle to approximately 350 head of

cattle. In addition, based on ongoing work to discover the extent of MGF’s assets, Meadowfresh

is now aware that Defendants have allowed or caused MGF’s herd to dwindle to less than 250

head of cattle as of October 2017 (an approximate decline in the herd of 500 cattle, or ¾ of

MGF’s principal asset). See Report, attached as Exhibit E. Defendants, despite requests from

Meadowfresh, even in case discovery, have never fully accounted for the significant loss of MGF

assets.

Defendants’ Purposeful Refusal to Provide Meadowfresh with Business and Financial
Information of MGF

Through case discovery leading up to the Judgment against Defendants, Defendants

failed and refused to provide Meadowfresh (the majority member of MGF) with a proper and full

accounting/explanation of MGF’s assets. In addition, Defendants’ willful refusal to provide

financial information regarding MGF to Meadowfresh continues (post-trial) to this day.

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Attached as Exhibit F is correspondence from Defendants’ counsel in which counsel

purposefully refuses to provide financial information regarding MGF to majority member

Meadowfresh.

Defendants’ Failure to Include Meadowfresh in MGF Information and Significant Business
Decisions

Within the last few weeks, counsel for Meadowfresh learned that the insurance covering

MGF was about to lapse. Meadowfresh’s counsel emailed Defendants’ counsel requesting

communication and agreement on renewal of coverage for MGF. Defendants’ counsel failed to

even communicate, much less work toward an agreement, with Meadowfresh regarding coverage

for MGF. On October 26, 2017, Meadowfresh received information from the insurance broker

providing services to MGF that insurance coverage for MGF would lapse as of October 27, 2017

for non-renewal. Meadowfresh’s counsel immediately contacted Defendants’ counsel and

demanded that coverage for MGF not lapse. In response, Defendants’ counsel stated that he did

not believe there would be a lapse in coverage, and that “as a courtesy” he would let

Meadowfresh know of future coverage.

Defendants’ counsel refused, and still refuses, to even engage in discussions about the

type, cost, and source of any insurance coverage for MGF. Instead, Defendants, in this and other

instances, continue to unilaterally and secretly make significant business decisions without the

knowledge or consent of majority member Meadowfresh. In fact, Defense counsel has expressly

taken the position that Meadowfresh is not entitled to any information regarding MGF, and

purposefully refuses to provide any such information or cooperate with Meadowfresh in any

regard whatsoever. Even to this day, despite the offer of “courtesy”, Defendants have not

provided proof of continued insurance coverage to Meadowfresh. To the extent there is

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continued coverage, Defendants failed and refused to include Meadowfresh in the decision

making process regarding the type and scope of coverage despite Meadowfresh’s status as

majority member and a judgment creditor of MGF.

Defendants have made repeated threats that Curtis Hall will cease management of daily
operations of MGF (which would be catastrophic to the dairy cattle and the dairy farm
operation as a going entity)

Since the inception of MGF, Defendant Curtis Hall has been the daily operations

manager of the dairy farm. During trial, Defendants elicited testimony that Mr. Hall is critical to

the operation of the dairy farm, including the required milking of MGF’s dairy cattle 2-3 per day,

365 days a year. The herd’s health, and the dairy business itself, are entirely dependent on

having the cattle milked every day.

Despite the fact that Defendant Hall has been the operations manager at MGF from the

business’ inception, and Defendants clearly understand that daily milkings are critical to MGF,

Defendants have repeatedly threatened, post-judgment, to walk away from operating the

business. In response to these repeated threats, Meadowfresh insisted on appointment of a

receiver and immediate sale of MGF’s assets to prevent the devastating waste that would occur if

Defendants carried out their threats. Then and only then did Defendants agree to continue

operating the farm.

Defendants’ threats and tactics, at best, demonstrate their lack of concern for the MGF.

And, Defendants’ actions are particularly egregious in light of the fact that they have

simultaneously insisted that the farm be sold as a going concern (since it impossible for the

parties to continue in business together) yet refused to cooperate with Meadowfresh in any

manner whatsoever, have made no good faith efforts whatsoever to effectuate the sale of MGF,

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and have taken the other actions set forth in this Motion (such as attempting to engage in more

self-dealing, as set forth in more detail below).

While Plaintiffs obviously cannot (and have no desire to) force Defendant Hall to

continue taking care of MGF’s assets, Defendants’ repeated threats demonstrate their lack of

good faith and concern regarding the operations of MGF, and the need for immediate

appointment of a receiver of the business.

Defendant’s Secretive and Deceptive Attempts to Profit from a Sale of MGF to the
Exclusion of Meadowfresh’s Rights and Interests

In addition to the above-described actions, Meadowfresh recently learned of Defendants’

secretive and deceptive attempt to earn commissions on a sale of MGF without informing

Meadowfresh (and, apparently, other members of MGF) of the same. Specifically, Defendants’

counsel recently engaged in discussions with Meadowfresh’s counsel in an attempt to reach an

agreement concerning the sale of MGF as a going concern. Part of the reasoning/justification for

a potential sale of MGF is that, given Defendants’ illegal and malicious actions and misconduct

(as evidenced by the jury verdicts and Amended Judgment), and the contentious nature of the

ongoing litigation between the parties, it is impossible to continue MGF’s business. In the

course of trying to reach an agreement regarding the sale of MGF, Defendants represented to

Meadowfresh that there is an unidentified potential purchaser of MGF (that Defendants

intentionally refuse to identify despite requests from Meadowfresh) who is willing to offer $3.3

million to buy MGF. Defendants’ counsel requested that Meadowfresh agree to having an

undisclosed and unidentified real estate agent show MGF for a 6% commission (which, based on

the hypothetical offer of $3.3 million, would total $198,000 in commissions).

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Initially, Defendants’ counsel merely stated that the proposed agent worked for Remax

and provided Meadowfresh with a blank form (attached as Exhibit G) for signature and

agreement as to the retention of an agent for the possible sale of MGF. Only after being pressed

for information regarding the identities of the potential buyer and the proposed real estate agent

did Defendants’ counsel disclose that Defendant/Judgment debtor Kyle Bounous’ wife, Rhonda

Bounous, is the Remax real estate agent Defendants proposed to receive the commissions. See

Real Estate Agent Correspondence, attached as Exhibit H. Moreover, Meadowfresh later

learned, through discussions between counsel for Meadowfresh and separate counsel for the

Dahlstrom Defendants, that even the Dahlstroms had not been informed of the plan to involve

Defendant Kyle Bounous’ wife in the proposed listing or sale of MGF or the plan to pay Mrs.

Bounous commissions related to the proposed sale.

In addition to the attempted self-dealing described above, Defendants have made it clear

that the proceeds from any sale of MGF will be used to pay themselves instead of their judgment

creditors. Specifically, through a series of illegal and deceptive maneuvers designed to

maliciously defraud Meadowfresh and Mr. Fulton, Defendants purchased the loans MGF used to

finance its operations. Defendants’ efforts formed part of the bases for the piercing of the

corporate veil of Defendants’ shell company AACL and Defendants’ liability to Meadowfresh

and Mr. Fulton for punitive damages. Despite their malicious and illegal and deceptive

maneuvering, Defendants, undeterred, continue to claim entitlement to the proceeds from a sale

of MGF – in addition to commissions from the sale as well.

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Defendant’s Post-judgment assignment of MGF assets to a friend for purposes of
Defrauding Judgment Creditors Meadowfresh and Mr. Fulton

During the course of the litigation leading up to the two week jury trial, Meadowfresh

learned that Defendants, using their shell company AACL, purportedly borrowed $2.2 million

from a personal friend of Defendant Kyle Bounous, Eugene Enowski. Defendants then used

those borrowed funds, contrary to the express representations to Judge Cordonnier under oath, to

purchase MGF’s loans from Arvest Bank in the name of their shell company. Defendants

purchased the loans from Arvest, as opposed to simply paying off the loans or refinancing the

debt, to manufacture for themselves the rights to foreclose on MGF’s assets in the name of

AACL (thus depriving MGF of any assets that could be used to satisfy any judgment entered in

favor of Meadowfresh and Mr. Fulton) and to pursue any debt collections against Meadowfresh

and Mr. Fulton.

At the time of the purported loan to AACL from Defendant Bounous’ friend, Mr.

Enowski, AACL did not have the assets or ability to repay the purported loan. Despite this fact

(which was admitted in deposition testimony), Defendants agreed to provide a note to Mr.

Enowski pledging repayment of the $2.2 million loan in six months. Based on documentation

produced by Defendants in case discovery, Defendants purportedly pledged their personal assets

(only - as opposed to pledging any assets of MGF) to secure repayment of this purported loan

(again, giving Defendants the ability to default on the loan and have their friend take possession

of their collateral making it unavailable for purposes of satisfying a judgment entered against

Defendants and in favor of Meadowfresh and Mr. Fulton).

Since the Amended Judgment, Defendants have maintained, through communications

from their counsel, that there is a third-party who is a secured creditor of MGF. Despite repeated

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requests from Meadowfresh, Defendants have failed and expressly refused to provide any

documentation of any secured creditor of MGF. However, Defendants recently identified Mr.

Enowski as being the person Defendants assert has a security interest in MGF’s assets (despite

refusing to provide Meadowfresh any documentation of such an interest, and despite never once

informing Meadowfresh that such an interest would be granted or requesting or receiving

consent from Meadowfresh to grant such an interest). Specifically, Defendants recently

represented to the Court, in a pleading, that Mr. Enowski received as assignment of a security

interest in MGF’s assets. To the extent Defendants are not, once again, lying to the Court,

pledging any of MGF’s assets to Mr. Enowski is a gross and outrageous fraudulent transfer done

ultra vires.

Defendant’s Threat of Foreclosure on MGF’s Assets

Defendants’ purposeful efforts to defraud Meadowfresh and Mr. Fulton continue to this

day. Not satisfied with the illegal and outrageous conduct set forth above, (including

Defendants’ refusal provide Meadowfresh any information or documentation regarding the

finances or assets of MGF), Defendants’ counsel very recently informed Meadowfresh’s counsel,

on October 26, 2017, that there will be a foreclosure on MGF’s assets. As MGF had no secured

creditors (other than Defendants themselves through their illegal shell company) before the jury

trial between the parties, the only possible current secured creditors of MGF are Defendants

themselves, Mr. Enowski (assuming Defendants illegally assigned a security interest to Mr.

Enowski ultra vires), or some other unidentified third-party (which, again, would only have a

security interest by virtue of an ultra vires action by Defendants post-judgment). Regardless of

the identity of this alleged secured creditor, Defendants have, once again, demonstrated their

unabated and unabashed contempt for the Court and the rights of Meadowfresh and Mr. Fulton

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through continued illegal actions specifically designed to defraud MGF’s creditors. As has been

obvious throughout the litigation between the parties, Defendants are still planning to execute

their plan, set up through their illegal actions set forth herein, to defraud Meadowfresh and Mr.

Fulton by taking this additional effort to remove assets from MGF’s name and place the assets in

the name of their shell company, their own names, or the name of their friend or friends. The

time has come to put a stop to Defendants’ outrageous conduct, and the way to do that is to

immediately appoint a receiver.

WHEREFORE Meadowfresh respectfully requests entry of the proposed Order,

attached as Exhibit A, pursuant to Rule 68.02 and MO. REV. STAT. § 515.500, and such other and

further relief the Court deems proper and just.

SANDERS WARREN RUSSELL & SCHEER LLP

/s/ S. Jacob Sappington
S. Jacob Sappington #51810
Randy P. Scheer #37214
Kayla M. Campbell #67035
1949 E. Sunshine Street, Suite 2-102
Springfield, Missouri 65804
Telephone: (417) 281-5100
Facsimile: (417) 281-5199
E-mail: j.sappington@swrllp.com
r.scheer@swrsllp.com
k.campbell@swrllp.com
ATTORNEYS FOR PLAINTIFF

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CERTIFICATE OF SERVICE

Undersigned counsel certifies that this original document was signed by the preparing
attorney and will be maintained by the filer for a period not less than the maximum allowable
time to complete the appellate process.

The undersigned hereby certifies that a signed copy of the above document was sent this 30th
day of October, 2017, via ( ) U.S. Mail, postage prepaid, ( ) facsimile, ( ) electronic
transmission, (X) e-mail, and or ( ) hand delivery, to:

Harold F. Glass, #19424 Dan Nelson, #31486
MILLINGTON, GLASS & LOVE LATHROP & GAGE LLP
1901 S. Ventura, Suite A 910 E. St. Louis Street
Springfield, Missouri 65804 Suite 100
Telephone: 417-883-6566 Springfield, Missouri 65806
Facsimile: 417-883-6689 Telephone: 4187-886-2000
E-mail: tglass@springfieldlaw.com Facsimile: 417-886-9126
ATTORNEYS FOR DEFENDANTS E-mail: dnelson@lathropgage.com
ATTORNEYS FOR DEFENDANTS
TED DAHLSTROM AND CAROL
DAHLSTROM

/s/ S. Jacob Sappington
Attorney

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