S.A. chef, restaurateur square off
Suit claims exploitation in opening, running of Maverick eatery; $1M in damages sought
When restaurateur Peter Selig and chef Chris Carlson teamed up in 2017 to launch Southtown’s Maverick Texas Brasserie, it had the makings of a great pairing.
Selig had made a name behind the scenes as a co-founder of River Walk restaurants Acenar and Biga on the Banks, while Carlson had distinguished stints at now-shuttered San Antonio restaurants Le Reve, the Sandbar and Maverick’s former neighbor Brigid, among others.
The union went so well, Carlson says in a court document, that Selig approached him in 2020 about opening two Pearlarea eateries focused on upscale Italian and fast-casual food.
The partnership began to fray in 2021, though, with Carlson saying he was doing more work — running the day-to-day operations at Maverick while preparing for the openings of Allora and Arrosta in the Pearl district — for less pay.
Selig says in a court statement last month that Carlson’s “performance began to decline” in 2022 and failed to get better despite “several written notices advising him that he needed to improve his performance.” So, Selig says, he fired the chef for cause in September 2022.
Carlson counters that the termination was merely pretense for Selig to steal his ownership interest in Maverick Restaurant Group LLC, which manages the restaurant at 710 S. St. Mary’s St.
Carlson is suing Selig, Maverick Restaurant Group and Maverick Eats LLC, which owns the restaurant, for breach of contract, securities fraud, unjust enrichment and other causes. The chef is seeking more than $1 million in damages in the complaint, which also names Allora Pearl LLC and Arrosta Pearl LLC as defendants.
To Carlson, this is an oft-told “tale of exploitation” in the restaurant industry, one in which restaurateurs seek out talented chefs and offer them the opportunity to pursue their craft with creative freedom while rewarding them with an equity stake in the venture.
“The chef buys-in and pours his time, sweat, tears, and identity into the restaurant,” Carlson says in his lawsuit. “After the restaurant is established and the fruits of that hard work are beginning to pay off, the restaurateur has gotten what he needed from the talent and moves to squeeze out the chef by whatever means necessary so he can keep the profits for himself.”
Selig and the other defendants deny the allegations, saying Carlson had been paid for “all services rendered” and “agreed to perform these services without additional compensation.”
The defendants want to have the dispute moved from state District Court in San Antonio, where Carlson filed suit last summer, to arbitration. A hearing on the request had been set for Wednesday but neither side appeared and it was dropped. The hearing has not been rescheduled.
Houston attorney Megan Mitchell, who represents Selig and the companies, said her clients declined to comment on the dispute other than to say they “look forward to arbitrating Mr. Carlson’s claims.”
Isabelle Antongiorgi, a lawyer for Carlson, did not respond to requests for comment.
Teaming up
The lawsuit describes Carlson as a “talented and well-respected chef ” with more than 20 years of experience. It says he developed “several restaurants in the highly competitive Chicago market, a notable achievement in an industry known for low profit margins and where most new businesses do not make it past a year.” On his Instagram profile, he identifies himself as a chef and restaurant consultant.
Selig, a San Antonio businessman with an MBA from the University of Texas, maintains a relatively low profile. His Linkedin profile, which doesn’t appear to be upto-date because there’s no mention of Maverick, Arrosta or Allora, lists him as an “angel investor” — a person who provides seed money for startup businesses. He’s reportedly invested in various biotechnology ventures in addition to his stakes in the restaurant business.
In his suit, Carlson says Selig approached him about going into business together in San Antonio. The duo agreed they would bring in partners “who would earn their share of the business through sweat equity rather than buying it.”
If the first restaurant succeeded, Carlson says in his complaint, the plan was to open more using the same business model and the chef would receive an equity interest in them, as well.
As head chef at Maverick Texas Brasserie, Carlson was charged with overseeing the day-to-day operations, developing a menu, obtaining ingredients from local vendors and farms, and building a staff.
The financial side of the restaurant fell to Selig, who was responsible for raising money for the business’ launch and managing payroll and taxes.
Selig set up two businesses, Maverick Eats to own the restaurant and Maverick Restaurant Group to manage it, the suit says. Selig sold membership interests in Maverick Eats to various family members, individuals and businesses.
Carlson acquired a 3.5% membership interest in Maverick Eats by borrowing $60,000.
Meanwhile, the complaint says, Selig retained a 100% interest in Maverick Restaurant Group. After some negotiating, the founder agreed that Carlson would get an interest in the group. The agreement called for the chef to receive a 6.66% equity interest each year for three years.
Carlson also says in his lawsuit that Selig said the group would receive from 4% to 6% of Maverick Eat’s revenue after taxes each month for management services. In addition, Carlson says Selig told him the group would hold a 25% ownership in Maverick Eats and receive distributions.
The group entered into an employment agreement with Carlson in March 2017. He’d serve as executive chef and operations director with the title chef/partner, the suit says. The agreement required Carlson to work no less than 55 hours a week. For that he received a base salary of $75,000, which he says was a “relatively low amount” because the “promised ownership interests were … the primary inducement for Carlson to join the project.”
Positive reviews
Maverick opened in January 2018, “enjoyed immediate success” and racked up “many very positive reviews” from local publications, the complaint says.
In a review a few months after its opening, San Antonio Expressnews food critic Mike Sutter called Maverick a “new star for Southtown.”
“Selig and Carlson took an underused 1920s building that included Pig Liquors and created dining areas with distinct personalities: A rowdy, sunsplashed front dining room and bar for the seeand-be-scene crowd; the eternal dusk of an intimate middle nook of a room, with discreet corners and a view of the kitchen pass; and a patio, covered and shaded, a land-cruise lido deck set with foliage and wicker,” Sutter wrote.
Given Maverick’s success, Carlson says in his complaint, Selig discussed opening Allora and Arrosta in the Pearl district in early 2020.
“The plan was to use the Maverick business plan and corporate structure as a blueprint,” the suit says. “Carlson would do all the work to set up the restaurants and would run the day-to-day operations and Selig would handle the financing.”
Carlson would acquire an equity interest in the two new restaurants, he says. He’d also benefit from his ownership in Maverick Restaurant Group because it would receive from 4% to 6% of the two restaurants’ revenue after taxes, the suit says.
Selig also told Carlson he would receive a raise and that half his salary would be paid by Maverick Eats with the other half split between Allora and Arrosta, Carlson says.
The coronavirus pandemic shut down the dine-in restaurant business in the spring of 2020 in San Antonio and elsewhere. Carlson says he kept Maverick open for carryout.
Maverick Eats, which owned the restaurant, in April 2020 received a $290,500 forgivable loan under the Small Business Administration’s Paycheck Protection Program. During the program’s second round early the next year, Maverick Eats received a $588,945 forgivable loan.
The program was designed to provide money to small businesses with fewer than 500 employees affected by the pandemic. Maverick Eats reported employing 70 people when it received the first loan and 38 workers at the time of the second. Borrowers could have their loans forgiven if the money was spent on payroll and other eligible expenses.
Yet Carlson says in the lawsuit that his salary was cut by at least half during the period, though he was keeping Maverick open for takeout while preparing for the openings of Allora and Arrosta.
By the time Maverick received the second PPP loan, “Carlson found himself doing increasingly more and more work for less and less pay.”
And despite the challenges brought on by COVID-19, the suit says, Maverick Eats had received more than $1.2 million “other income” in 2021. That, in turn, would mean a large distribution for its members including Maverick Restaurant Group — which Carlson had an ownership interest in.
Falling out
The pandemic delayed the opening of Allora and Arrosta until February 2022.
Despite representations that the two restaurants’ corporate structure would mirror Maverick’s, Carlson says, Selig did not provide him with an equity interest in either or the opportunity to acquire the interests.
The chef also says he thinks Selig had begun plotting behind his back to get his ownership in Maverick Restaurant Group.
In January 2022, Selig presented Carlson with an amended agreement for the group that showed Selig was “attempting to unilaterally remove Carlson as a member.” That would leave Selig as the sole member to enjoy “the entirety of the management fees from the restaurants, not to mention the distributions (Maverick Restaurant Group) would receive,” the complaint adds.
Selig demanded Carlson sign the document. He ultimately refused — despite the restaurateur allegedly “waving a check for what he claimed was $20,000” he would give Carlson for signing, the suit says.
Carlson says he was “suspicious of the pressure tactics.”
After failing to get the signature, the suit says “Selig became increasingly hostile towards Carlson,” began sending aggressive emails and criticizing the chef ’s work and “allegedly unauthorized absence at the Maverick restaurant.”
“Things finally boiled over when Carlson informed Selig he would not sign the documents and that he expected his full membership interest” as had been agreed the lawsuit says. “It was at this point that Selig sent an email purporting to terminate Carlson’s employment for cause” in September 2022.
Carlson says he has received no distributions from Maverick Eats despite maintaining an ownership interest.
In a court filing denying the allegations, Selig and the companies say the chef ’s employment agreement spells out that any dispute must be settled by binding arbitration. A copy of the agreement attached to the court filing says the parties agree that any settlement or arbitration award will remain confidential.
Carlson’s fraud claims are “barred” because he was an “at-will employee,” the defendants say, meaning he could be fired at any time for any reason.
Their other defenses include that Carlson’s claims are barred by statutes of limitations and that he agreed “to accept payment of a sum less than that alleged as the reasonable value of the services performed.”