LOS ANGELES (CN) – Filmmaker Bob Yari and TMC Aerospace face two lawsuits accusing them of trying to drive the maker of multimillion-dollar aircraft de-icing technology out of business in order to take over its assets.
In separate lawsuits in Superior Court, Ice Management Systems and its investors accuse the “Crash” producer of exploiting the cash-strapped manufacturer by proposing “what appeared to be an enticing and fair” licensing deal that was later altered, effectively transferring the lucrative technology to TMC for a fraction of what it’s worth.
“After locking IMS into exclusive negotiations and preventing IMS from entertaining other offers from third parties, defendants took advantage of IMS’s precarious circumstances to force upon IMS a significantly altered license that was heavily lopsided in defendants’ favor and ultimately entirely illusory of any consideration,” creditors and investors claim.
According to IMS, the company was in need of emergency funding in 2009. Yari and his company, TMC Aerospace, allegedly offered to license the manufacturer’s de-icing device for $5 million plus royalties. They also agreed to help sell the technology to lucrative customers, such as Boeing and Airbus, IMS claims.
As the parties negotiated the license agreement, investors say IMS was at a severe disadvantage.
“IMS was at all times in dire economic circumstances, being strapped for cash and with liabilities exceeding its assets,” the company’s shareholders and creditors claim. “Its principals were not sophisticated in negotiating contracts of this magnitude, and the company lacked adequate resources to hire counsel, a fact which was known to and taken advantage of by defendants.”
As a result, Yari and TMC were able to “significantly change the terms of the license and dramatically enhance their position,” investors say. Instead of paying a $3 million advance on royalties, the lawsuit claims, TMC offered only a $500,000 loan, which was secured against all of IMS’s assets.
In effect, IMS “turned over to defendants substantially all of its assets and proprietary information – worth at very least in the tens of millions of dollars – without adequate consideration, if any at all,” investors say.
TMC and Yari have continued to block IMS from making any money on its technology and now want to foreclose on the company’s assets, IMS claims.
Investors say TMC and its president “fully intended from the beginning to so weaken IMS that the company could be taken over easily and at will by the defendants through foreclosure and/or bankruptcy, effectively wiping out all rights and interests of IMS’s other creditors.”
The de-icing device, which was 15 years and millions of dollars in the making, uses electromagnetic pulses to break up and remove ice from aircraft surfaces.
IMS and shareholder Jerry Ragland are represented by Douglas MacLeith of Rogers, MacLeith & Stolp in Fountain Valley, Calif.
Christian Community Foundation dba WaterStone, Creative Commercial Funding and Ragland are represented by Leila Nourani of Foley & Lardner in Los Angeles. They have collectively invested more than $2.7 million in IMS and seek damages of $10 million plus punitive damages.
All plaintiffs seek to void the license as a constructively fraudulent transfer.