Sides in Alaska Newspaper Takeover Dispute Validity of Napkin Contract

ANCHORAGE, Alaska (CN) – Lawyers representing Alice Rogoff, the publisher of Alaska Dispatch News, and Anton Hopfinger, the paper’s former editor, returned to Anchorage Superior Court on Tuesday to argue motions that will set the basis for how a $1 million contract dispute will play out when it goes to trial.

Tuesday’s proceedings involved one of many lawsuits underway or about to commence surrounding the purchase and ongoing operation of the Alaska Dispatch by Rogoff, 63, a former Washington business executive-turned-publisher of Alaska’s largest newspaper. Rogoff is also the wife of billionaire David Rubenstein, managing director of the Carlyle Group.

Rogoff purchased the print-based newspaper, Anchorage Daily News, for $34 million in 2014, while she still owned 90 percent of the online-only Alaska Dispatch, which Hopinger and his then-wife Amanda Coyne started in 2009. Rogoff merged the two into one entity called Alaska Dispatch News, and Coyne sold her 5 percent share to Rogoff in a separate deal.

The lawsuit filed by Hopinger in June 2016 claims that after inking a deal for his remaining 5 percent share on a napkin – $100,000 to be paid annually over 10 years –and after receiving one installment, Rogoff reneged. Now the two differ on just what the terms were between two formerly self-described friends and colleagues.

“For almost the entire time I’ve known Alice, she was a great partner in doing journalism, and a friend. We talked virtually every day. We were really close,” Hopfinger told journalist Josh Saul for an 2016 article in Newsweek.

The napkin agreement was precipitated by an argument over the purchase of the print paper. Hopinger said he “didn’t want to own an investment in ‘the dying newspaper industry,’” according to his lawsuit.

He says that prompted the napkin agreement, with Hopinger agreeing to stay on with the paper as an editor, but have no ownership. Less than a year after the relationship soured for good.

Since Hopinger filed the breach of contract suit, the two sides have been trading motions as the time to set a trial date nears. But before Tuesday’s hearing began, Rogoff’s attorney David Gross asked Judge Andrew Guidi to bar the media from the courtroom because some sensitive financial information about Rogoff may come to light.

Guidi disagreed and media remained as Gross then made his argument that Rogoff’s handwriting on a napkin was not a contract under Alaska’s statute of frauds because it did not state all the terms of the agreement and have both parties’ signatures.

“It’s an actual napkin, a paper one?” Guidi asked, amused, and then asked whether it was preserved. Hopinger’s attorney Thomas Wang answered that it is and is Exhibit A for trial.

Taking a different tack, Gross said Rogoff’s attorney at that time, William Bittner of Birch Horton Bittner and Cherot – where Gross is also employed – drew up the formal version of a contract without Rogoff’s knowledge and approval. He said Bittner only had the authority to represent her in negotiations but not to “bind” her to an agreement.

Gross also stated that Hopinger “didn’t live up to his promises” of continuing to run the organization and remain at the editorial helm. Hopfinger’s attorney countered that by saying when it became apparent that Rogoff was not going to hold up her end of the deal and continue paying as promised, the terms of the contract changed for Hopfinger and he left the paper and filed the lawsuit.

Wang also countered Gross’ argument that the napkin is not a contract under Alaska frauds statute, saying that applying this statute to this case would be “allowing Rogoff to use it as a sword and not a shield” as the somewhat obscure law intended.

He said the reason there was a napkin and not a formal contract was because Rogoff asked for that, saying that debt covenants with her bank would prohibit writing of a contract for $1 million and that she wanted to “cleanly take Dispatch and its assets and merge them functionally.”

Rogoff gave Hopfinger the napkin as her contract, and “now to say one year later that he’s out of luck because he failed to put it in writing is their defense,” Wang said. He added a jury should decide the case rather than the judge because where there is a conflict in interpretation is “a job for a jury.”

Neither Hopfinger nor Rogoff were present for the hearing. Guidi said he will decide within 10 days whether he will decide the case by summary judgment or allow it to go to a jury.

Rogoff and the parent company of the Alaska Dispatch News are also embroiled in three additional lawsuits. One filed in Anchorage Superior Court by the Alaska Dispatch Publishing against McClatchy Newspapers claims McClatchy misrepresented key aspects of the sale that cost Rogoff more than agreed, and seeks $700,000 in damages.

Two other lawsuits filed recently in both Anchorage District and Superior Courts also involve the Alaska Dispatch. On June 1, M&M Wiring Service sued claiming it’s owed $450,000 owed for services and materials provided for improvements to a building intended to house new offices and printing press for the Dispatch.

And on June 22, Catalyst Paper sued the Dispatch over unpaid invoices for three shipments of newsprint.

Former journalist and Alaska Republican Party blogger Suzanne Downing previously reported the Alaska Dispatch has lost $6 million in its first year after taking over the Anchorage Daily News.

 

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