The winery valuation dispute — Excerpt from Ridenhour Second Amended Complaint

Other articles in this series:

• Sulser Bryant sues to silence the whistleblower who once saved her $3 million

• SLAPP Shot? How Sulser Bryant’s San Francisco lawsuit against her former financial consultant may violate state law

• Sulser Bryant’s imaginary conspiracy

• Bryant Winery lawyer issues wandering letter filled with vague unsubstantiated claims and asks for a retraction. (Rejected)

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Below is an unedited, direct excerpt from pages 5-9 of Ridenhour complaint-Amended-042219

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30. (a) On or about June 20, Ms. Ridenhour reviewed the Bryants’ draft personal
financial statement (“PFS”), that they intended to submit to JPMC. In addition to questioning the accuracy of income streams from Mr. Bryant’s insurance company and other income sources, Ms. Ridenhour observed that the Bryants represented the Winery’s valuation at an exceedingly generous $125 million.
(b) The valuation was 25% above the prior valuation of $100 million stated in the personal financial statement provided only nine months earlier. However, this valuation was inaccurate, as the Winery suffered from excessive back inventory as of July 2018 of over $14 million in prior vintages and an approximate 40% decline in sales over the last three years.
31. Ms. Ridenhour’s valuation research revealed no previous valuations, based on the books ofthe Winery, able to support anywhere near either the $100 million valuation offered in 2017 or the $125 million valuation provided in 2018.
32. (a) To the contrary, a representative of International Wine Associates (“IWA”), which represented the Donald L Bryant, Jr., Revocable Trust, stated in a conference call on Friday, October 26, that IWA was projecting their final valuation of the Winery to be significantly lower than $100 million, possibly 30 to 40% lower (i.e. $60 – $70 million).
(b) During this conference call Mrs. Bryant became angry, denying that the $125 million valuation amount was incorrect. Ms. Bryant demanded that IWA show very high
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Case 1:19-cv-02587-ALC Document 5 Filed 04/22/19 Page 7 of 11
sales numbers projections for the 2019 vintage. This was the last phone conversation Ms. Ridenhour had with Mrs. Bryant.
(c) Upon information and belief, based on Mrs. Bryant’s statements, Mrs. Bryant then insisted that IWA show extremely unlikely increased growth projections for the January 2019 release for the Winery.
33. Amajorityoftheannualincomereflectedonthe2018JPMorganPFSis~ income from the Winery, without the deduction of expenses. That resulted in the total annual income being overstated by approximately 40% to 50%, because Winery expenses were not included.
34. Ms. Ridenhour questioned Mrs. Bryant who asserted that the current valuation had been determined in some unspecified way by comparison with the recent sale of the Colgin vineyard to LVMH for an undisclosed sales price. Ms. Ridenhour explained that this “valuation” was speculative and not a relevant comparison because of lack of price information, failure to consider the size of the Colgin vineyard and amount of its production.
35. On June 29, Mrs. Bryant’s personal assistant emailed (with a copy to Ms. Ridenhour and others) a draft PFS to JPMC representing the Winery valuation to be $125 million.
36. On June 30, Ms. Ridenhour spoke with Mr. Corbett six times over almost three hours expressing her serious concerns about Mrs. Bryant’s financial submission to JPMC. They discussed a need for a professional valuation of the Winery as well as the need to review and confirm the accuracy of other financial information on the Bryants’ PFS.
37. On September 10, Ms. Ridenhour met with the Trustees, the Winery’s Board Chair and Mr. Corbett’s attorney Jack Musgrave and Mr. Oesch in St. Louis, Missouri. James
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Case 1:19-cv-02587-ALC Document 5 Filed 04/22/19 Page 8 of 11
Rose, the Winery’s counsel and a Winery Board member, attended by phone. Ms. Ridenhour expressed her view that Mrs. Bryant’s personal financial statement was misleading and would need to be corrected for JPMC as well as for any other bank that she may approach.
38. At that meeting, Ms. Ridenhour went over line by line with all attendees why the income represented was not correct on the 2018 and 2017 signed PFS submitted by the Bryants toJPMC.
39. The just finalized 2017 Winery financials showed the net income of the Winery at $2.5 million, while the signed 2018 PFS showed the 2018 Winery income projection between $6 to $7 million. However, because of added expenses and decreasing mailing list sales, the estimated 2018 net income of the Winery was expected to be less than the $2.5 million 2017
number and likely closer to $1.8 million- significantly less than the $6- $7 million amount the Bryants reported to JPMC.
Mrs. Bryant Terminates Ms. Ridenhour’s Engagement
40. Despite the disagreement over the Bryants’ financial statement and the value of
the Winery, Ms. Ridenhour spent the remainder of September and most of October 2018 addressing other requirements for the loan.
41. For example, in the ensuing seven weeks, Ms. Ridenhour had numerous meetings, phone calls and emails with the two consultants working on valuations of the Winery – one engaged by the Trust, the other hired by a prospective buyer.
42. During that time, Ms. Ridenhour continued to express her concerns to the Trustees about the accuracy of the Bryants’ personal financial statement.
43. On October 29, Mrs. Bryant emailed Ms. Ridenhour directing her to cease discussions with all banks, including JPMC, until further notice.
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part:
44.
On November 3, Mrs. Bryant sent an email to Ms. Ridenhour stating, in relevant
I truly appreciate the support and dedication you have shown Don and me the past several years …. It is just time for me to pursue different solutions ….
You have a lot oftalent and I know you will find satisfaction with the many other clients you have cultivated.
The Winery paid Ms. Ridenhour salary and benefits for her work at the
Case 1:19-cv-02587-ALC Document 5 Filed 04/22/19 Page 9 of 11
45.
Winery through the end of2018.
46. Mrs. Bryant made no payment for Ms. Ridenhour’s services in connection with the loan negotiations for which Ms. Ridenhour had done substantial work, similar to the work that she had done in connection with the prior loan for which she had received a $400,000 fee.
47. Upon information and belief, Mrs. Bryant terminated Ms. Ridenhour’s services because Ms. Ridenhour questioned the validity of Mrs. Bryant’s financial representations to JPMC and refused to provide inaccurate financial information to JPMC, denying Ms. Ridenhour the compensation that she had earned.

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29 Full Ridenhour and Bryant litigation court documents for premium Wine Executive News Premium

1. Ridenhour complaint-032219
2. Ridenhour complaint-Amended-042219
3. Ridenhour complaint-Amended-Exhibit-042219
4. Response to defendant srequest for premotion conference-060619
5. Bryant-V-Ridenhour-Complaint- 073019
6. Bryant-V-Ridenhour-Complaint-Exhibita-073019
7. Second amended complaint-Ridenhour-073119
8. Complaint amended-Exhibita-073119
9. Complaint amended-Exhibitb-073119
10. Complaint amended-Exhibitc-073119
11. Complaint amended-Exhibitd-073119
12. Complaint amended-Exhibite-073119
13. Declaration Of Bettina Sulser Bryant In Support Of Plaintiff’s Ex Parte Application For (1) Temporary Restraining Order And (2) Order To Show Cause Regarding Preliminary Injunction-081919
14. Request For Judicial Notice In Support Of Plaintiff’s Ex Parte Application For (1) Temporary Restraining Order And (2) Order To Show Cause Regarding Preliminary Injunction-081919
15. Plaintiff’s Ex Parte Application For (1) Temporary Restraining Order And (2) Order To Show Cause Regarding Preliminary Injunction-081919
16. [Proposed] (1) Temporary Restraining Order And (2) Order To Show Cause Regarding Preliminary Injunction 1322660.1-081919
17. Declaration Of Keith J. Wesley In Support Of Plaintiff’s Ex Parte Application For (1) Temporary Restraining Order And (2) Order To Show Cause Regarding Preliminary Injunction-081919
18. Order Re Plaintiff’s Ex Parte Application For Temporary Restraining Order-081920
19. Defendant-Ridenhour-Memorandum Of Law In Opposition To Plaintiff-Application For A Tro-08/21/19
20. Judge order-Ex parte application for TRO-082319
21. Stipulation-On-Confidential-Information-09-03-19
22. Plaintiff’s-Bryant-Ex-Parte -Application-Etc-091119
23. Plaintiff ridenhour-Memorandum-Of-Law-In-Opposition-To-Defendantbryant-Motion-To-Dismiss-09/13/19
24. Second-Amended-Complaint-Exhibits-Ridenhour-Opposition-To-Dismissal-09/13/19
25. Order-Denying-Plaintiff-Ex-Parte-Application-091319
26. Declaration-Of-Bettina-Sulser-Bryant-Opposition-To-Defendant-Lauren-Ridenhour-Motion-To-Dismiss-Complaint-09/20/19
27. Declaration Of Pearl Zuchlewski In Opposition To Plaintiff’s Application For A Tro- 09/20/19
28. Defendant Ridenhour Reply Memorandum In Support Of Motion To Dismiss The Second Amended Complaint-092719
29. Defendant-Bryant-Reply Memorandum Of Law In Support Of Motion To Dismiss The Second Amended Complaint-092719