DAVID SMITH

5 Bromwell Court *
Cockeysville, MD 21030
And *

WOODHALL VINEYARDS * IN THE CIRCUIT

AND WINE CELLARS, INC.
17912 York Rd. * COURT
Parkton, MD 21120
* FOR
Plaintiffs
* BALTIMORE COUNTY
Vs.
*
CHRISTOPHER R. LANG
4326 Maple Grove Rd. *
Hampstead, MD 21073 Case no.
*
SERVE ON: same
And *

DIANE W. HALE *
4326 Maple Grove Rd.
Hampstead, MD 21073 *

SERVE ON: same *

And
*
GALLOPING GOOSE
VINEYARDS, LLC *
4326 Maple Grove Rd.
Hampstead, MD 21073 *

SERVE ON Resident Agent *

Diane W. Hale
4326 Maple Grove Rd. *
Hampstead, MD 21073
*
Defendants
* * * * * * * * * * *
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 COMPLAINT FOR DAMAGES

FOR BUSINESS TORTS, BREACH OF CONTRACT

AND BREACH OF FIDUCIARY DUTY

Now come the plaintiffs, David Smith, and Woodhall

Vineyards and Wine Cellars, Inc., and complain of the defendants as

follows:

Joinder of Parties

The claims of the two plaintiffs arise from a common fact

situation and are therefore properly joined in one action pursuant to

Maryland Rule 2-212(a). In addition, plaintiff, David Smith, asserts

the derivative rights of a stockholder to recover for the conversion of

corporate assets.

Statement of Facts

Woodhall Vineyards and Wine Cellars, Inc. (hereinafter,

Woodhall) is a Maryland stock corporation engaged in the business

of making wine, incorporated in 1983 and purported to have been

dissolved on May 31, 2017 by Christopher R. Lang (hereinafter,

Lang). Woodhalls stock was owned 51% by Christopher R. Lang

and 49% by Christopher Kent (hereinafter, Kent).

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 On July 1, 2015, Christopher Lang, individually and as

president of Woodhall, entered into a contract with David Smith

whereby Woodhall appointed David Smith as Manager with full and

complete authority to make all decisions including but not limited to

the execution of all business decisions, contracts, agreement and

liquidations.

Beginning in February, 2017, Lang, who had been the president

of Woodhall, ceased to participate in the management of Woodhall

and refused to communicate with David Smith, the manager of

Woodhall concerning the business of and management of Woodhall.

Lang announced that he wanted out of Woodhall and abandoned his

duties as president of Woodhall and absented himself from the offices

of Woodhall.

From February, 2017 until June 3, 2017, David Smith

continued to manage and conduct the business of Woodhall with the

expectation of maintaining Woodhall as a going business. During this

time, and at times previous, David Smith advanced personal funds to

pay the debts of Woodhall and to obtain supplies to enable Woodhall

to continue in business.

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 Lang, an individual signatory to the Management Agreement,

dated July 1, 2015, has failed and refused to reimburse David Smith

for expenses incurred by David Smith pursuant to the performance of

his duties as manager of Woodhall.

On May 31, 2017, Lang, without notice to stockholders,

officers or creditors, and without a resolution from the board of

directors, filed documents with the Maryland Department of

Assessments and Taxation purporting to dissolve Woodhall and

making himself the Resident Agent for one year for the purpose of

winding up the affairs of the corporation. A complaint has been filed

with the Maryland State Department of Assessments and Taxation

asserting the invalidity of the dissolution.

On June 3, 2017, Lang, without notice to or permission of the

other stockholder, the officers or managers of Woodhall, appeared at

Woodhall at approximately 6 a.m. and, with the assistance of Diane

W. Hale (hereinafter, Hale) and agents of Galloping Goose

Vineyards, LLC (hereinafter, Galloping Goose), removed

approximately 90% of the inventory of finished wine, valued in

excess of $140,000.00 from the storeroom of Woodhall and, on

information and belief, took the wine to 4326 Maple Grove RD.,

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Hampstead, MD, the residence of Hale and the principal office of

Galloping Goose. Lang also removed property of Woodhall, to wit:

kitchen equipment and supplies with a value of approximately

$1500.00 without permission or claim of right.

The actions of Lang in removing approximately 90% of

Woodhalls inventory of wine, portions of its equipment and

dissolving Woodhalls corporate status have essentially destroyed

Woodhalls business and transferred it to Galloping Goose, Hale and

Lang.

David Smith, as assignee of the rights of Christopher Kent, has

made demand upon Lang, Woodhalls last known director and officer

to bring suit against the defendants. David Smith states that, since

defendant, Lang, is the last director and holder of 51% of the stock of

Woodhall, such demand will be futile. As of the date of the filing of

this suit, no response has been received.

The Parties

David Smith is an individual engaged in business including, but

not limited to, Woodhall. Smith was, at all times relevant hereto, the

manager of Woodhall pursuant to a contract dated July 1, 2015.

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 In addition, since July 6, 2017, David Smith has been the

Assignee of Kent with regard to all claims that Kent has or may have

against Lang arising out of Kents ownership of 49% of the stock of

Woodhall.

Christopher Lang, since at least December 17, 2012 has been

the holder of 51% of the stock of Woodhall. Since that time, Lang has

variously referred to himself as President of Woodhall, Treasurer of

Woodhall, Secretary of Woodhall, Manager of Woodhall, and

Resident Agent of Woodhall. Lang participated in the management of

Woodhall until January 6, 2017 after which date he came to the

Woodhall premises only when no one was present. Since February 3,

2017, Lang has refused to communicate with David Smith or any of

the other managers or employees of Woodhall for the purpose of

managing the business.

Christopher Kent is an individual whose primary vocation is

wine making. Kent owns 49% of the stock of Woodhall and has

assigned all of his right, title and interest in any claims that he has or

may have against Lang to David Smith.

Diane W. Hale is the owner of Galloping Goose Vineyards,

LLC, located at 4326 Maple Grove Rd., Hampstead, MD and, on

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information and belief, conspired with Lang to divert the wine

inventory of Woodhall to Galloping Goose.

Count I

Conversion

Woodhall asserts that the removal of substantially all of

Woodhalls inventory of wine on the morning of June 3, 2017 by

Lang and Hale, who brought the vehicles and agents of Galloping

Goose, under her direction, to the business premises of Woodhall in

the company and with the agreement of Lang, constitutes conversion

of corporate assets.

That the value of the wine removed from Woodhall by the

defendants is in excess of One hundred forty thousand dollars

($140,000.00)

Wherefore, Woodhall demands damages from the defendants,

jointly and severally, in the amount of $140,556.00.

Count II

Breach of Fiduciary Duty

Woodhall and David Smith, as assignee of the 49% stock

interest of Christopher Kent, assert that Lang, as the 51% stockholder

of Woodhall and its president, treasurer and secretary, owes a

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fiduciary duty to Woodhall and its stockholders and that Lang

breached such duty by removing the inventory of wine, essentially

putting Woodhall out of business and causing Woodhall to breach

certain contracts because of the impossibility of performance in the

absence of its wine inventory and equipment. That the value of

Woodhall as a going business engaged in the production of wine was

Two hundred fifty thousand dollars.

WHEREFORE, plaintiffs demand damages from the Lang in

the amount of Two hundred fifty thousand dollars ($250,000.00).

Count III

Civil Conspiracy

Plaintiffs assert that the actions of Hale, Galloping Goose and

Lang were pursuant to an agreement between the three defendants to

accomplish an illegal act; namely, to convert the value of Woodhalls

wine inventory to their personal or business benefit and to put

Woodhall out of business.

That the actions of Hale, Galloping Goose and Lang were done

with actual malice and intended to destroy the business of Woodhall,

the value of the stock of Woodhall and the livelihood of David Smith.

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 That the value of Woodhall as a going business engaged in the

production of wine was Two hundred fifty thousand dollars.

WHEREFORE, plaintiffs demand compensatory damages from

the defendants, jointly and severally, in the amount of Two hundred

fifty thousand dollars ($250,000.00) and punitive damages from the

defendants, jointly and severally, in the amount of Five hundred

thousand dollars ($500,000.00).

Count IV

Breach of Contract

Effective July 1, 2015, Christopher Lang, individually and as

president of Woodhall, entered into a contract with David Smith

whereby Woodhall and Lang appointed David Smith as Manager with

full and complete authority to make all decisions including but not

limited to the execution of all business decisions, contracts,

agreement, acquisitions, liquidations and all other services and

business matters needed by Woodhall. Exhibit A, at paragraph 1.

In return for such services, which David Smith provided up to

and including June 3, 2017, David Smith was given the option to

assume the majority interest in Woodhall and to be appointed to the

Board of Directors of Woodhall. Contrary to the terms of the

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contract, Lang did not convey his 51% interest in Woodhalls stock to

David Smith, nor did Lang appoint David Smith as a member of the

board of directors.

On May 31, 2017, Lang filed articles of dissolution of

Woodhall with the State Department of Assessments and Taxation,

thereby breaching paragraph 1 of the contract of July 1, 2015, in that

Lang usurped the authority of David Smith to initiate and execute all

liquidations and all other business matters needed by Woodhall.

That the dissolution of Woodhall by Lang also breached the

contract of July 1, 2015, in that Lang, individually, failed to convey

the 51% interest in Woodhall to David Smith and ignored David

Smiths appointment to the board of directors of Woodhall as

provided by paragraph 6 (Payment).

That the failure of Lang to obtain David Smiths affirmative

vote, as a member of the board of directors of Woodhall, rendered the

dissolution filed with the State Department of Assessments and

Taxation null and void as such act required a resolution of the board

of directors.

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 That the reasonable value of 51% of the stock of Woodhall is

One hundred twenty seven thousand five hundred dollars

($127,500.00).

That the reasonable value of Woodhall as a going business

engaged in the production of wine was Two hundred fifty thousand

dollars.

WHEREFORE, David Smith demands damages against

Christopher Lang in the amount of not less than One hundred twenty

seven thousand five hundred dollars ($127,500.00).

Count V

INTERFERENCE WITH CONTRACT

OR BUSINESS RELATIONS

Plaintiff, David Smith, was at all times relevant to this matter,

the manager of Woodhall pursuant to the contract of July 1, 2015.

That David Smith believes and therefore alleges that Diane W. Hale,

individually and as the sole member of Galloping Goose, LLC, was

aware of the contractual relationship between David Smith and

Woodhall and Christopher Lang.

That Hale maliciously and wrongfully interfered with said

contract by inducing Lang to breach and to render performance of said

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contract impossible by bringing the vehicles and agents of Galloping

Goose, under her direction, to the business premises of Woodhall and,

in the company and with the agreement of Lang, to remove

substantially all of Woodhalls wine inventory.

WHEREFORE, plaintiff, David Smith, demands judgment,

jointly and severally, against Diane W. Hale, Galloping Goose

Vineyards, LLC and Lang for compensatory damages in the amount

of Two hundred fifty thousand dollars ($250,000.00) and punitive

damages in the amount of Five hundred thousand dollars

($500,000.00).

Cornelius J. Carmody, Esq.

PO Box 302
Monkton, MD 21111
Tel. 410-329-8074
Fax. 1-410-357-5169
Parktonlaw@aol.com

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