SANTA ROSA, Calif. (CN) – A business partner sued celebrity chef Guy Fieri, asking a state court to determine how much he must pay Fieri for his half-interest in the Food Network star’s first restaurant, Johnny Garlic’s.
Steven Gruber sued Fieri and Johnny Garlic’s Inc. on Dec. 18 in Sonoma County Court, seeking to purchase Fieri’s shares of the restaurant and avoid its dissolution.
Gruber says he and Fieri each hold half of the issued shares and voting power of Johnny’s Garlic’s. They co-founded Johnny Garlic’s in Fieri’s hometown of Santa Rosa in 1996.
On Dec. 14 this year, Fieri filed a petition with California’s Office of the Secretary to wind up and dissolve the business.
Gruber says he wants to purchase Fieri’s stock, under California Corporations Code §§2000.
But they were unable to agree on a fair value of Fieri’s shares, so Gruber seeks to stay the dissolution and asks the court determine the value of Fieri’s shares, under terms of an Aug. 11, 1999 stock restriction agreement.
“The SRA [stock restriction agreement], which sets forth certain restrictions and conditions on, rising from or related to the sale, transfer or disposition of SRA shares held by either shareholders, remains in effect, enforceable and binding on the Moving Party [Fieri],” Gruber says.
Gruber says he will furnish a security-backed bond and pay “estimated reasonable expenses,” including Fieri’s attorney’s fees, even if he cannot purchase all of Fieri’s shares in Johnny Garlic’s. He says the purchase of Fieri’s shares will not violate the stock restriction agreement or any express provision of Johnny Garlic’s articles of incorporation.
He asks that three “disinterested” appraisers be appointed to determine the fair value of Fieri’s shares, or alternatively that he and Fieri each appoint one appraiser who would jointly select a third appraiser.
Amy Witt, Johnny Garlic’s chief financial officer, told Courthouse News that Gruber “is exercising his right to purchase Guy’s shares under the appropriate California codes.”
The company “will continue normal operations” under Gruber’s petition, Witt said.
Entrees at Johnny Garlic’s range from “Shut the Front Door” shrimp scampi to a “Bacon Mac ‘n Cheese” burger to Asian pork belly flatbread.
The chain includes seven restaurants, from Roseville to Bakersfield, Calif. Gruber’s attorney said Gruber wants to buy the entire Johnny Garlic’s chain.
Fieri owns four separate, nonparty restaurants: Tex Wasabi’s Rock-N-Roll Sushi-BBQ, Guy’s American Kitchen and Bar, Guy’s Burger Joint, and Guy Fieri’s Vegas Kitchen & Bar.
Gruber serves as Johnny Garlic’s chief executive and managing partner of Tex Wasabi’s, according the companies’ website, checked Tuesday.
Gruber’s LinkedIn profile, also checked Tuesday, listed him as the chief executive and owner of Johnny Garlic’s and Tex Wasabi’s.
Pete Wells, chief restaurant critic of The New York Times, blasted Fieri’s Times Square-based Guy’s American Kitchen and Bar upon its opening in 2012.
“Why is one of the few things on your menu that can be eaten without fear or regret – a lunch-only sandwich of chopped soy-glazed pork with coleslaw and cucumbers – called a Roasted Pork Bahn Mi, when it resembles that item about as much as you resemble Emily Dickinson?” Wells wrote.
The scathing article drew the support of foodies and the ire of Fieri’s legion of fans, who look to the bleached blonde showman for tips on America’s barbecue pits, greasy spoons and clam shacks on Food Network’s “Diners, Drive-Ins and Dives.”
Gruber seeks to stay the dissolution of Johnny Garlic’s and fix the fair value of Fieri’s shares.
He is represented by John Siamas with Reed Smith, of San Francisco.
Siamas said that nonparty Granite Bay was inadvertently referred to in the original petition, which was corrected. He did not comment further on Tuesday.
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