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The Honolulu Advertiser
Posted on: Tuesday, November 21, 2006

Jury rejects claim of Case sweetheart deal

By Jan TenBruggencate
Advertiser Kaua'i Bureau

LIHU'E, Kaua'i — A 5th Circuit Court jury yesterday rejected claims that Grove Farm's board of directors acted inappropriately when they sold the land-holding and development company to computer magnate Steve Case.

Former stockholder Michael Sheehan, represented by attorney Richard Wilson, had argued that there were better deals available than the one Case offered, and that Case was offered a sweetheart deal. Attorneys Pamela Bunn and Corey Park, for the majority of the Grove Farm board, argued that Case offered to buy the land-rich company at a fair price that saved the company from possible foreclosure by its lenders.

The 12 jurors deliberated for just five hours on Thursday before reaching their verdict after a four-week trial. The verdict was sealed until yesterday, when all the parties were available to be in Judge Kathleen Wata-nabe's court.

Defendants hope the verdict helps dissuade other stockholders, who have filed a similar suit that names the board as well as Case, his father Dan Case, and Dan Case's law firm. The elder Case, whose firm represented Grove Farm, advised his son during the sale of the company. The board of directors waived any conflict of interest in the situation.

"We hope that the other shareholders who are pursuing copycat lawsuits filed late last year will now drop their cases. Those suits are as baseless as the claims rejected today," said Grove Farm president Warren Haruki, in a statement after the verdict was read.

Among the arguments during the past month's trial, and those in pleadings in the still-unresolved case, are that Grove Farm's board had other options available to it to save the company, including the sale of certain pieces of land to reduce its debt. They also are arguing that stockholders were not informed of some of those possibilities. Grove Farm yesterday said its actual options at that time were extremely limited.

"In 2000 (the year of the sale to Case), Grove Farm had rising debts, it was losing money and was failing. That is why 98 percent of shareholders voted for the merger," Haruki said.

Grove Farm is one of Kaua'i's largest landowners. The original company owned 22,000 acres, and Case nearly doubled that figure when he bought most of the holdings of neighboring former sugar company Lihu'e Plantation.

Reach Jan TenBruggencate at jant@honoluluadvertiser.com.