The state of Maryland filed a wide-ranging, multimillion-dollar civil lawsuit yesterday in Montgomery County Circuit Court against the officers and directors of a former Rockville insurance company that collapsed in late 1984, threatening dozens of construction projects around the country and leaving millions of dollars in claims unpaid.
The suit by the Maryland Insurance Division against Eastern Indemnity Co. of Maryland (EICOM), a first for the division, charges that some Eastern officials, including founding President Curtis Graham Perkins and a friend, Michelle McMahon, fraudulently diverted millions of dollars from Eastern to their personal use.
Three other defendants, including Edward J. Birrane, a former state insurance commissioner who served as Eastern's attorney after leaving his job with the state, are accused of malpractice and gross negligence of duty. Birrane, the suit alleges, failed in his position as Eastern's general counsel to advise the company's officers and employs that they were "involved in widespread and massive violations of the common and statutory laws."
"Birrane was involved in, aware of or should have been aware of, numerous financial and stock transactions involving the improper diversion of funds and opportunities from EICOM to its parent corporations and ultimately to the personal benefit of certain officers, directors and majority shareholders of EICOM," the suit says.
Birrane declined yesterday to comment until he had had an opportunity to examine the 137-page petition, which names 52 defendants, including 36 persons connected to Eastern, and 16 companies, many of which were controlled by Perkins.
The suit asks for $107 million in damages. Thomas P. Barbera, deputy insurance commissioner, said state officials hope to use the money to pay policyholders and debtors of Eastern, which now has less than $1 million in assets and nearly $70 million in outstanding claims.
The suit comes at a time when Maryland regulators of financial institutions, such as the insurance division, are being criticized for not effectively monitoring the public's money and interest in those institutions. The problems at Eastern, state legislators and others have said, were not unlike those in several Maryland savings and loans that faltered last year, leading to a crisis in the state's thrift industry.
State savings and loan officials filed a $200 million suit last summer against one of the savings and loans, citing allegations similar to those found in yesterday's suit against Eastern.
Eastern specialized in selling a form of insurance that guaranteed the work of small contractors on public and private construction projects. It was taken over by the state in December 1984, declared insolvent in January 1985 and then put in receivership. There have been four or five other such receiverships established for Maryland insurance companies, Barbera said, "but none of those resulted in a suit of this nature."
The lawsuit against Eastern charged that Perkins, a 43-year-old Danville, Va., insurance agent who started Eastern in February 1980, "was directly responsible for the theft, misappropriation and diversion of funds and collateral held as a pledge by EICOM."
Perkins, who disappeared along with McMahon after filing for bankruptcy in Miami last year, could not be reached for comment.
The suit alleges that members of EICOM's board of directors and other defendants failed to prevent several actions leading to the company's failure: the misuse of collateral that contractors posted to get Eastern insurance, the rapid expansion of Eastern into other states when the company was insufficiently capitalized, the hiring of unqualified employes to operate the company, the channeling of funds from Eastern to other Perkins-controlled companies and the payment of "exorbitant and unconscionable fees, salaries, benefits, payments and services" that depleted Eastern's assets.
The defendants also failed to take steps to remedy problems with Eastern's claims handling procedures and with its reserve funds, which were used to pay claims but were inadequate, the suit alleges.
In addition, the suit said, the defendants were grossly negligent in permitting Eastern to enter into management agreements with Perkins-controlled firms "which were fraudulent . . . in that the services or benefits Eastern was to receive in exchange for the funds . . . were actually performed by Eastern employes."
The suit alleges that the "only purpose of these management agreements was to provide a flow of funds from EICOM" to the other firms.
Frances Perkins, the former wife of Curtis Perkins, and her daughter Elizabeth, 22, also are named as defendants in the suit, which alleges that they "knowingly received substantial, unearned benefits, property and salaries from EICOM or its affiliates, for services never rendered."
Elizabeth Perkins, a senior at Southern Methodist University in Dallas, said yesterday in a telephone interview that she worked for her stepfather's company in Rockville when she was home on vacation. She also worked occasionally in Eastern's office in Dallas and did some traveling in connection with Eastern business.
"I received a paycheck for what I did," she said.
In addition, she said, her stepfather wired her money for school and for living expenses. "I was dependent on him," she said. "When I asked for money, it was wired to my account. I never asked him if the money was from Eastern. I trusted him."
Frances Perkins could not be reached for comment.
Defendants, in addition to Perkins and McMahon, accused in the suit of allegedly diverting Eastern assets to their own use are Jeffrey M. Banner of Middletown, Md., the assistant treasurer of Eastern until his resignation in September 1983, and Niel E. Lies of Silver Spring, a vice president, director and shareholder.
Neither Banner nor Lies could be reached for comment.
"Perkins, Banner, Lies and McMahon engaged in self-dealing and a diversion of EICOM's funds for their own personal use and benefit," the suit alleges.
One company used for the diversion of funds, the suit says, was G&J Leasing, which was formed in 1981 by Perkins, who held 95 percent ownership, and Banner, who held 5 percent. G&J was formed, the suit says, for the purpose of leasing cars, an airplane and other items to Eastern and related companies. In 1983, Banner transferred his ownership to McMahon and Lies, who each obtained a 2.5 percent ownership in G&J, the suit says.
During 1984, G&J received in excess of $1.4 million in funds "improperly diverted from EICOM," the suit says.
In addition, the suit says, "vast amounts of money were spent by G&J to purchase, maintain and improve the personal residences and life styles of Perkins, McMahon and Lies, as well as to provide automobiles, yachts, aircraft and other extravagant luxury items to the individual defendants."
Examples of that, the suit says, include about $1 million spent by G&J for the upkeep and maintenance of Perkins' residence in Potomac, $760,000 for upkeep and maintenance of his residences in Florida, $20,000 for maintenance of Elizabeth Perkins' condominium in Texas, $250,000 to buy and maintain an airplane for the use of defendants, whom the suit did not name, as well as $1.1 million for cars to be used by defendants, also unnamed.
The suit says that G&J also transferred more than $200,000 to Cafe Alan, a Bethesda restaurant in which Perkins had an interest at one time. None of the transfers, which were characterized as loans, were ever repaid by Cafe Alan, the suit says. Cafe Alan is one of the firms named as defendants in the petition.
Other companies named are S.I.B. Co., a Rockville firm in which Perkins held an interest and which received a $31,000 loan from G&J; Embassy Motorworks, a Maryland company in which several defendants held interest and which received a $120,000 transfer from G&J, and Euro Motorcars, a Bethesda firm that was paid more than $11,000 for two Rolls-Royces that were for the personal use of Perkins and the late Theodore R. Hagans Jr.
Hagans, a confidant of Mayor Marion Barry, was an Eastern director from 1980 until 1984, when he was killed in the crash of the airplane that had been leased to Eastern.
The suit names the estate of Hagans as one of the 36 individual defendants on the grounds that he knew or should have known of the improper diversion of funds and opportunities from EICOM to other corporations and ultimately to Eastern officers and directors.