Acrimonious Squabble Among the Commodores

LAS VEGAS (CN) - A founding member of The Commodores sued two former bandmates, claiming they are using Commodores Entertainment for their own financial gain at the company's peril.

Thomas McClary filed a derivative complaint against Commodores Entertainment Corp., William A. King and Walter Orange, in Clark County Court.

McClary says the six original members of The Commodores created Commodores Entertainment in 1978 with each owning an equal share.

His co-plaintiff Jason Williams is the son of late Commodores member Milan Williams, and owns one-twelfth of the corporation.

"Over its nearly 37-year existence, Commodores Entertainment has never declared to the shareholders that it is sufficiently solvent enough or liquid enough to pay dividends; yet, on Aug. 19, 2014, Commodores Entertainment filed a lawsuit for trademark infringement " against him, McClary says.

He claims the company has spent more than $200,000 on the lawsuit, which "has or shortly will dissipate Commodores Entertainment's financial assets."

Commodores Entertainment director and agent David Fish, also a defendant, provided the money for the lawsuit, which the company must repay at "usurious rates" that are higher than prevailing market rates, McClary claims.

McClary claims that after the band formed the corporation, all members retained their intellectual property rights and never assigned them to Commodores Entertainment

Since its formation, McClary says, the company has never held an official election of officers, conducted a shareholders' meeting or granted anyone the authority to act on behalf of the company.

The shareholders never received stock certificates, corporate documents, dividends, financial statements, accounting information or other official records, McClary says.

Commodores Entertainment director, president and treasurer William A. King and secretary Walter Orange are using "substantial corporate assets and resources to fund and further personal vendettas and private disputes" against McClary "that are not for any benefit to Commodores Entertainment, but for their personal benefit," he says in the complaint.

King, Orange and Fish also are using company assets to "further the interests of a fictitious, legally unrelated corporation and not those of Commodore Entertainment itself," McClary claims.

McClary and Williams accuse defendants of dissipation of corporate assets and breach of fiduciary duty. They ask the court to order them to stop spending company money on the Florida lawsuit, cease doing business with Fish, ratify no contracts with Fish and rescind any contracts they may have with him.

They also seek an accounting, payment of dividends, access to corporate documents, cessation of illegal preference payments and disgorgement of any such payments made to defendants and others.

Commodores Entertainment officers could not be reached for comment.

Attorney Marie Mirch, who represents McClary and Williams, was not immediately available for comment.

The Commodores were founded by McClary and Lionel Richie in 1968 and included William King, Andre Callahan, Michael Gilbert and Milan Williams, who met while college students at Tuskegee University and signed with Motown Records in 1972.

Orange became the band's drummer in 1972.

The funk and soul band won several Grammy awards and scored huge hits with "Easy," "Brick House," "Sail On," "Three Times a Lady," and several others.

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