Brewers reject claims in lawsuit
Tree House owners deny they cheated aggrieved shareholder
The dispute over profits at Tree House Brewing Co. took another turn last week when the brewer’s majority owners filed their formal response to a lawsuit brought against them by a shareholder.
Nathan P. Lanier and Damien L. Goudreau denied the suit’s allegations that they showered themselves in excessive salaries, splurged on luxury vehicles, and pursued secretive real estate holdings. They asked the judge to dismiss the case filed in November by Eric Granger, the company’s only remaining minority shareholder.
In their response, the owners described Granger as money-hungry partner who mischaracterized the dealings between him, Lanier, Goudreau, and Tree House.
They denied that Granger or any other shareholder “was ever deprived of financial benefit from ownership of Tree House shares” and noted that Granger had received more than $850,000 in distributions on a $10,000 investment made more than 10 years ago, according to court documents.
In addition, Lanier and Goudreau said in their response that Granger was informed as recently as October that he would be receiving a $5,000 quarterly dividend from the company indefinitely.
“Lanier and Goudreau have for more than a decade worked day and night, on weekdays and weekends and holidays, to make Tree House a success,” the response read. “Granger is a passive investor who has never been employed by Tree House.”
Granger alleged in his lawsuit that Lanier and Goudreau had cheated him out of the profits. His lawyer, Geoffrey Farrington, said in an interview last month that the majority owners’ behavior was in line with “larger pattern and practice” of mistreating small investors at the company.
Tree House, beloved by New Eng
land beer lovers since its inception as a craft brewery in 2011, attracts an estimated 1 million customers annually to its five New England locations, according to the original complaint. Its beers are consistently ranked among the best in the world.
The case is an unusual example of shareholder lawsuits, which often focus on large, publicly traded companies with thousands of shareholders rather than smaller businesses with a handful of players.
In Massachusetts, joint ownership of businesses such a Tree House is seen as a “partnership,” Boston College law professor Brian Quinn said last month. “And in partnerships, every partner has a duty of utmost good faith and loyalty to all the other partners and shareholders in the corporation.”
Tree House’s majority owners filed their response in Hampden County court on Dec. 21. They acknowledged in court documents that the officers of the company, which include Lanier and Goudreau, made over $4 million between 2017 and 2020, as Granger alleged, but added that they have offered to buy him out twice.
In 2019, Granger “demanded approximately 10 times the amount per share greater than the fair market value,” according to the response. And in 2023, he asked again for twice the value of his shares and “threatened litigation if his unreasonable demand was not accepted.”
(Fewer than a dozen other minority shareholders left the company in spurts in the past decade.)
Any assertions that Tree House has historically refused to issue dividends to shareholders is “utterly false,” Lanier and Goudreau said in court documents.
William Paine, one of three attorneys representing Tree House, declined to comment further. Granger’s attorney did not immediately respond to a request for comment.
In their response to Granger’s lawsuit, Lanier and Goudreau also denied allegations that they had covertly created two LLCs to amass land in Charlton and a beachfront property in Sandwich and cut out other investors. Instead, the owners said that the subsidiaries — Landreau and Pride and Purpose — were created to shield the company “from liabilities associated with ownership of and payment for real estate … to which Lanier and Goudreau pledged all of their assets” and with full disclosure to the shareholders.
Granger had alleged that the holdings were only disclosed after he sent Tree House a demand letter in September 2022. But the company in court documents referenced a 2016 shareholders meeting where Granger was present and the LLC’s were discussed.
Lanier and Goudreau also denied that they had bought two Teslas, a Range Rover, a Mercedes, and an Audi for personal use, saying that the cars were offered for employee use or other business purposes, according to court documents.
And the owners denied forging address information in an old background check for Granger, as he alleged. The Alcoholic Beverages Control Commission issued a written warning to Tree House on the matter, but the response last week said the commission eventually closed the investigation with “no decision finding wrongdoing.”