Posted 10/8/2012 12:00 am
Updated 2 years ago
This could be a cautionary tale of why it’s not a good idea to be involved in a $108 million business deal without a written contract, especially if it involves the famed Lee Wilson & Co. property in Mississippi County.
John L. Conner Jr. of Newport said in a lawsuit that he was supposed to buy an interest in Wilson’s company, but discovered that he was cut out of the deal by his recently deceased friend, Gaylon Lawrence Sr., and Lawrence’s son, Gaylon Lawrence Jr., of Nashville, Tenn.
Conner is seeking an unspecified amount of damages for fraud and other counts involving breaches of the agreement. He also wants to be able to buy the shares of stock that he planned to buy in the first place.
The origins of the case date back to 2003, when Conner and Lawrence Sr. set their sights on buying Wilson’s property. Lee Wilson & Co. was one of the oldest family-owned businesses in Arkansas.
The Wilson family spurned their offer, but they kept trying. And in late August or early September 2010, the Wilson family agreed to sell — or so says Conner’s civil complaint. It was filed in Jackson County Circuit Court in August and transferred to federal court in Batesville on Thursday.
Lawrence Sr. told Conner that he would put up $10 million in earnest money and close the transaction in his name. After closing, the shares of Wilson Co. would be divided between them, the lawsuit said.
Conner and “Lawrence Sr. had a history of doing partnership transactions in this manner and therefore Plaintiff did not suspect that he was being maneuvered out of the transaction,” Conner said in the lawsuit.
In late September 2010, Lawrence Sr. said he wanted his son to be a partner and have an equal ownership interest in the deal, the lawsuit said.
Conner agreed to the terms.
Wilson Co.’s key asset was 27,500 acres of farmland. In 2010, the value of agricultural land was rising fast and the value of Wilson’s shares was climbing, the lawsuit said. (The Wilson land was the subject of a 2011 book, “Delta Empire: Lee Wilson and the Transformation of Southern Agriculture.”)
The Lawrences insisted on closing the transaction without Conner’s name on it and assured him that the shares would be divided equally among them later, the lawsuit said.
When the deal closed, though, the Lawrences didn’t sell him the shares.
“We have decided that there are too many issues and future problems involved in any sort of partnership that would join our two families together on this deal,” Gaylon Lawrence Jr. said in a Feb. 21, 2011, email to Conner that was attached as an exhibit in the lawsuit. “It is simply too big and took too much cash and personal guarantee on the front end.”
Conner alleges that the Lawrences strung him along so he wouldn’t compete with them to buy Wilson’s property. Gaylon Lawrence Sr. died on July 10.
Lawrence Jr. couldn’t be reached for comment. In court filings, he denied the allegations of wrongdoing and denied that there was any duty owned between Conner and the Lawrences. Lawrence Jr. asked that the case be dismissed.
Lawrence’s attorney, Paul McNeill of Jonesboro, was unavailable for comment on Thursday. Conner is represented by Bill Bristow of Jonesboro, who declined to comment, and by H. David Blair of Batesville.