Sunday, January 11, 2015

Photographer accuses attorney, Will Clark, and others of hijacking his company


Renowned photographer Stephen Kirkpatrick filed suit against Mississippi baseball legend Will Clark, attorney Michael Simmons, Chris Bahl, law firm Cosmich, Simmons & Brown,  David Holloway, Greg Spring, Daniel Alexander, and Muddy Water Camo, LLS in Hinds County Circuit Court last Tuesday.  Mr. Kirkpatrick alleged the defendants participated in a well- camouflaged scheme to force him out of a company he founded and deprive him of his patent. 

The complaint states Mr. Kirkpatrick and Stephen Maloney formed Muddy Water in 2010 "to develop camo patterns for licensing to manufacturers of hunting apparel." Mr. Kirkpatrick is one of the leading photographers of wildlife and nature in the world.  Mr. Maloney thought there was a demand for camo patterns that used water images in the pattern.  He allegedly asked Mr. Kirkpatrick for help in developing the idea.  They formed Muddy Water Camo, LLC on May 25, 2010 and applied for a patent on September 16, 2010. The Secretary of State's website states only Mr. Maloney was a member. 


Mr. Maloney allegedly hired attorney Michael Simmons to "perform legal work for the company" and that the lawyer was "a shareholder and employee of Cosmich, Simmons, & Brown.  The complaint claims Mr. Simmons received a 10% stake in the company in exchange for his services and a $30,000 cash contribution.   Mr. Kirkpartick argues that things began to go afowl  as Mr. Simmons had a conflict of interest as he was acting as a lawyer for the company while he had an ownership interest in the company as well.  He claims the attorney and his firm should have disclosed to him that a conflict existed and what the "adverse consequences" of that conflict could be.   He said no shareholder consented in writing to the alleged conflict of interest. 

Mr. Simmons apparently drafted an operating agreement for the company in 2012 that included a clause giving him the final say on all interpretations of the contract (P.6 of complaint posted below.). The shareholders decided to hire a full-time employee in 2013.  Mr. Simmons wanted to hire Chris Bahl but Mr. Kirkpatrick questioned his hiring.  The complaint states "friction" developed between the two shareholders.  Mr. Bahl was a former employee of Cabelas. However, Mr. Kirkpatrick claims a Muddy Water employee said Mr. Bahl was fired from another job for "misconduct."  Several defendants allegedly quacked and  "threatened to sue the Mudy Water employee for defamation against Bahl." Mr. Kirkpatrick claims that Mr. Bahl "represented he could bring a $1.5 million investment" into the company.  Muddy Water hired Bahl as CEO in March 2013. The complaint states that he did not make any investment in the company.  Mr. Kirkpatrick claims the ownership of the company was:

Maloney: 24.27%
Kirkpatrick:15.75%
Bahl: 10%
Simmons: 9.54%
Holloway: 5.22%
Spring: 3.61%
Alexander: 3.61%
Clark: 2%


The complaint states several owners questioned Mr. Bahl's performance as CEO and that a bloc led by Mr. Simmons "agreed to work together to drive Maloney, Kirkpatrick, and Tarlton (2% owner) out of the company."  Mr. Simmons allegedly created a cool kids club, oops, a "secret investor email group" that excluded these three owners.   Mr. Kirkpatrick charges Simmons, Holloway, Alexander, and Spring met on April 23, 2012 to determine "how to get rid of Kirkpatrick and Maloney" and hijack the company.  It is assumed "get rid of" is used in a Mississippi redneck way instead of a Sicilian manner.   They formed another company but only gave Mr. Maloney 5% and completely excluded Mr. Kirkpatrick.



The new company was called Yazoo, LLC.  The Secretary of State's website states the company was formed on May 24, 2013 but was dissolved by the state in 2014 for failure to file the required annual documents.  It states Mr. Simmons was the head duck of the company. The complaint states Messrs. Bahl and Simmons were the largest shareholders at 10% each while the owners of Muddy Water who were in the club were given shares equivalent to what they held in Muddy Water.  Mr. Kirkpatrick claimed the formation of this new company was never disclosed to him.

Mr. Kirkpatrick argues the attorney "deliberately" hid "misconduct" by Bahl from him and instead voted with the other shareholders to force Messrs. Kirkpatrick and Maloney out of the company.  He claimed Maloney received $10 for rights to the patent held by Muddy Water and nothing for his shares in the company.  The shareholders also determined that Kirkpatrick's shares were also worth nothing and thus avoid paying him.  However, the complaint states they were offering "shares to potential investors at $100,000 per share."

Mr. Kirkpatrick argues that the company earns all of its income "from the patterns that Kirkpatrick created."   Muddy Water then fired Bahl on August 5, 2013 for "misconduct."  He also claimed that the company abandoned the patent application but intended to file a  new patent application that omitted his name.   The defendants allegedly asked the U.S. Patent and Trademark Office to "eliminate" Kirkpatrick's interest in the patent application.

The complaint charges Michael Simmons and his firm of legal malpractice.  It charges all defendants with a breach of fiduciary duty as they had a duty to protect Mr. Kirkpatrick's interest.  There are also counts of tortious interference with a business relationship, misappropriation of Mr. Kirkpatrick's work, and unjust enrichment.   The plaintiff asks for all economic damages allowed by law and punitive damages as well.

Muddy Water has a website, muddywatercamo.com.  The website does not state who created the pattern (See picture posted at beginning of post.). It only states: 

The idea to build camouflage that is 100% in focus started in 2007 when an obsessed waterfowl hunter, who spent more than 30 years hunting in Mississippi, saw a huge need in the outdoors that was being overlooked. "Why," he wondered, "did every available camouflage pattern seem to look like a cookie cutter cartoon when it was to be used to hunt real life game in real life conditions?"

"Surely there has to be something out there that looks as real as the duck marsh I'm trying to hide in," he thought. He didn't realize it then, but that one simple statement would revolutionize the production and design of camouflage. Four years, 1,059 photographs and 103 pattern drafts later, Clear Image Camo’s Muddy Water pattern hit the marsh and the market. Muddy Water was the first and only camouflage pattern to incorporate water and reflections in a photographic pattern designed specifically for hunting waterfowl. Today, our patent pending camouflage development produces the most detailed and realistic camo on the market.
 The Secretary of State's website does not have any current businesses or companies that have the name "Clear Image Camo".  Mr. Kirkpatrick is represented by attorney Phillip Thomas.


27 comments:

Anonymous said...

That's a conflict on its face. If the lawyer took a stake and didn't disclose the conflict -- as pleaded -- his E & O is about to write a check.

He ought to be up for a bar complaint, too.

Anonymous said...

This has Mississippi written all over it literally and metaphorically.

Crooked letter, CROOKED letter 'I'.

Duck Two said...

A 'well camouflaged scheme'.

Har and Groan.

Anonymous said...

Now that's an interesting story. Wonder why an attorney would think he could get away with something like that?

Has this been assigned to a judge yet?

Anonymous said...

How did you get wind of this, KF?

Anonymous said...

The judge is Bill Gowan, because of the "WAG" at the top of the document.

Anonymous said...

Boy, unethical and stupid. Will not end well for them.

Anonymous said...

This guy is an artist. Attorney's in this situation are giving themselves a bad name.

Anonymous said...

Mr. Simmons seems like a piece of scum. Will file this for later.

Kingfish said...

This complaint is one side of a lawsuit. The other side's response will be posted.

Anonymous said...

Your post is incorrect as to the date of formation of Yazoo LLC. According to Sec of State: Formation May 24 2013.

Also note the contact info on the filing; Simmons was both the manager and the registered agent. Also the "business email address" was bahl@muddywateroutdoors.com

Huh? Check that domain at whois.


Kingfish said...

It states Mr. Simmons registered the domain muddywatercamo.com

Anonymous said...

Have known Steve Maloney for years and couldn't understand how a business idea he came up with, worked on developing for years with Krikpatrick and how they were forced out with little or sounds like nothing?

Anonymous said...

Isn't this the company that was on Shark Tank several months ago?

Kingfish said...

I accidentally deleted this comment from anonymous.

These guys think they can get by with this because too often they can.

All they have to do is take the offensive, paper the plaintiff with document production, get court delays, and run up the plaintiff's legal costs so that financial recovery begins to look like an endless if not impossible process .

One large Texas law firm bragged on their website for a while that they were so large that a small law firm going up against them was at risk of going under long before they could get a verdict. They didn't care if your case lacked merit or was indefensible as long as you could pay them.

Accountants, banks, insurance companies etc. can all become part of the suit with an eye to protecting their interests rather than seeing justice done or being unbiased so their cooperation or lack thereof becomes problematic.

Emotional fatigue, with the case taking over the plaintiff's life becomes a near certainty.

And, of course, defendants can also suffer such " slings and arrows" of a legal process that has lost its focus.

While the suit is languishing on the court docket, the defendants will not be adequately prevented from spending company money, hiding money and assets or paying themselves generously.

Judges these days allow too many excuses and too much nonsense on the part of attorneys and too many judges in MS are more politically astute ( and fearful) than legally astute ( and courageous).

These problems are not limited to civil suits but family courts and criminal courts are all burdened by too many less than ethical lawyers for whom winning is more important maintaining the integrity of the legal system.

Indeed, the criminal justice system will too often ignore the criminality that becomes evident in civil cases. Our judges seem to feel little to no duty to forward those cases to the appropriate enforcement agency.

Our legislature hasn't helped in the passage of laws that make stealing and corruption easier.

And, the Bar is certainly not doing its due diligence to protect the integrity of our legal system . They passively sit on the sidelines as the system crumbles and hardly make it easy for those who have valid complaints to pursue them.

And, lastly, the law, like medicine, has become a business, not a profession. No one seems to understand the distinction anymore.

And, our worship of the dollar which has allowed us to equate money with success, is what will bring down this Nation ...not terrorism or some other country but our greed.

Anonymous said...

This ought to get good, because Mike and Cos are exactly the types that hang out on this blog.

Anonymous said...

Is this the guys on "Shark Tank"?

Anonymous said...

shark tank

http://sharktankblog.com/muddy-water-camo-update-interview/

"When I called Mississippi for a Muddy Water Camo update, I had to wait; Steve Maloney and Stephen Kirkpatrick were busy talking to Mississippi Governor, Phil Bryant. Mr. Bryant got wind of Muddy Water Camo’s Shark Tank appearance and wanted to meet the two “huntrepreneurs.” Apparently Supreme Court Justice Antonin Scalia did some duck hunting in Muddy Water Camo gear last season and word got back to Governor Bryant that he had good things to say about the company. Maloney and Kirkpatrick have become rock stars in their community, and, like any good politician, Mr. Bryant went to meet them in person, lest they throw their support to another candidate next election season!"

Hey pheeel- how's hepin them out goin?

Anonymous said...

9:48 sounds like he's sued somebody like the attorney named in this lawsuit. KF, please post the defendants' responses when they become available.

Right On said...

Great post by Kingfish at 9:48 if some of you will stop talking long enough to read it.

And, to 11:12; there was a time in this state when governors were out in front in the industrial development effort....not behind the curve trying to gain involvement as is the current case.

Anonymous said...

12:59 PM, I haven't sued anyone or been sued.

I'm simply in a position to be privy to what actually happens in our legal system far too often.

Unfortunately, I have no authority to affect change.

There are good attorneys who try to fight the good fight, but without the judicial system or the Bar to back them up and little public interest when the details can't be explained in less than a minute, they have little affect.

Every lawyer who visits this site knows who the scum in there mist are.

Anonymous said...

oops! Couldn't decide between " in the mist" and " in their midst" ...but the point is that the same names are mentioned by attorneys all the time...over and over.

Some lawyers sell their integrity when they could refuse.

Anonymous said...

Have to agree with "Right On" as 9:48's post is worth reading relating to the civil suit side.

Civil action aside, isn't this something that the MS Bar would investigate given allegations/filings that ring of both fiduciary and conflict of interest?

Or is that something that is just supposed to happen, but really doesn't?

Anonymous said...

I know for a fact this isn't the only attorney in town getting sued for doing the same thing. Is there anything a private citizen can do to let the Bar know what's going on with a few very bad apples? Especially those who hold themselves up as pillars in the law community?

Anonymous said...

Reserve judgements until the other side of this complaint is released. The atty, Mr. Simmons is a Desert Storm war veteran and has much integrity. I am sure there is much much more information that will come to light.

Anonymous said...



'Every lawyer who visits this site knows who the scum in there mist are."

Nice to see that someone has learned the difference between 'mist' and 'midst'. Good job!

Now, let's focus on learning the difference between 'there' and 'their'.

Anonymous said...

It saddens me that there are so many crooked, money hungry people in this world. Kirkpatrick is a hreat man and extremely talented. The fact that something he worked so hard for got taken right underneath him makes me sick. Evil will not prevail in this case.

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