In the countersuit, Cooper and his wife and business partner, Judith, accuse Hilda Staples of being a poor investment fundraiser, bookkeeper and business partner despite her success working with other high-profile chefs such as Bryan Voltaggio. They paint a picture of their Rogue partner going rogue: securing loans, making loan payments, discounting company shares and issuing shares to her husband, Jonathan, all without the Coopers’ knowledge or consent.
“Notwithstanding her representations that she had valuable experience managing restaurant finances, Mrs. Staples proved no more successful at managing Rogue 24’s finances than she had been at raising the company’s start-up capital,” the suit reads.
As of Friday morning, Hilda Staples said she had not read the complaint against her and her husband, but she said via e-mail that “broadly speaking, the countersuit is complete nonsense. It’s a ploy to take the spotlight away from the real issue at hand, which is the Coopers’ refusal to repay a loan that has been on the Rogue books and IRS tax filings, signed by R.J., since the check was handed to them by the bank.”
The Coopers’ complaint states that after selling only 17 of the 57 Class B shares of the company, Staples and her husband decided to secure the $300,000 bank loan to cover Rogue 24 expenses. The countersuit also claims that in exchange for the $300,000 — as well as another $168,000 that Jonathan Staples apparently provided Rogue 24 to satisfy debts — Hilda Staples issued the outstanding Class B shares to her husband.
The problem, the Coopers allege, is that the 40 shares were worth more than what the Stapleses paid for them. They were valued at $15,000 each, or $600,000 total; Hilda and Jonathan Staples secured them at a discount of more than $130,000, depriving Rogue 24 and the Coopers of potential capital, the complaint alleges.
Both the loan and the discounted shares, according to the countersuit, violate the operating agreement signed by Hilda Staples and the Coopers, the three managing members of Rogue 24. All company loans and any changes in Class B share prices, the Coopers claim, should have been unanimously approved by all three owners.
For that reason, the Coopers are countersuing not only for breach of contract but also for breach of fiduciary duties, among other charges. Their suit asks for actual and punitive damages, as determined at trial, but also calls for dissolving the partnership and dividing the assets.
Hilda Staples notes that she oversees the books for four other restaurants, including Voltaggio’s Volt in Frederick and Mike Isabella’s Graffiato in Chinatown, while her husband is a partner or investor in some of the District’s newest or most anticipated restaurants, including Mockingbird Hill and Maketto.
“Between the two of us,” Hilda Staples e-mailed about herself and her husband, “we are involved with 10 restaurants in the city, not including Rogue 24. So is it really us who suddenly decided it was the Coopers we would deceive in this one restaurant with less than a million dollars in sales a year, or is R.J. reflecting his failures as a restaurant owner on me?”
The countersuit comes as something of a surprise given an e-mail that R.J. Cooper sent Nov. 22 to Rogue 24’s investors, including Staples, explaining that he could not continue to run a restaurant in which the owners were fighting in court.
“[T]he loyal team members who sit by me in good days and bad cannot prosper and grow in an environment where there is friction that will not allow creativity or economic growth,” Cooper wrote the group.
“If our dispute with Mrs. Staples is not resolved by December 31, 2013, then come January 31, 2014, I will resign as the executive chef of Rogue 24 and daily manager,” Cooper continued in the letter. “To protect our and your investments in Rogue 24 to the greatest extent possible, we will cooperate with Mrs. Staples in finding a replacement chef and such other management support as the restaurant might need and can afford.”
When asked about the letter, Cooper said it was private and confidential, not meant for public display. He said he would not comment on it.