You are on page 1of 26

ERIK A.

OLSON [8479]
EOLSON@MOHTRIAL.COM
KEVIN M. PAULSEN [15219]
KPAULSEN@MOHTRIAL.COM
MARSHALL OLSON & HULL, P.C.
NEWHOUSE BUILDING
TEN EXCHANGE PLACE, SUITE 350
SALT LAKE CITY, UTAH 84111
TELEPHONE: 801.456.7655
ATTORNEYS FOR PLAINTIFFS
IN THE THIRD JUDICIAL DISTRICT COURT FOR
SALT LAKE COUNTY, STATE OF UTAH
STEPHANIE D. CHARD, individually on
behalf of herself and derivatively on behalf of
TRAINING TABLE RESTAURANTS, INC.,
a Utah corporation,

COMPLAINT
—TIER 3—

Plaintiffs,
v.
KENT J. CHARD, an individual, PETER M.
ENNENGA, individually and as trustee of
THE KENT JAMES CHARD TRUST DTD
4/13/93, DON SORENSEN, an individual,
SORENSEN VANCE & CO 401K PROFIT
SHARING PLAN, a defined benefit plan of
unknown origin, TT THREE, LLC, a Utah
limited liability company, and TRAINING
TABLE LAND & HOLDING, LLC, a Utah
limited liability company,

Civil No. _____________
Judge _______________

Defendants.
Plaintiff Stephanie D. Chard (“Stephanie Chard”), directly for herself and derivatively as
a 50% shareholder of Training Table Restaurants, Inc. (“TTR”) (collectively “plaintiffs”), hereby
complain of defendants Kent J. Chard (“Kent Chard”), Peter M. Ennenga (“Ennenga”),

individually and as trustee of The Kent James Chard Trust dtd 4/13/93 (the “Kent Chard Trust”),
Don Sorensen (“Sorensen”), Sorensen Vance & Co. 401K Profit Sharing Plan (“Sorensen Vance
401K”), TT Three, LLC (“TT Three”), and Training Table Land & Holding, LLC (“TTL&H”)
and allege as follows:
GENERAL ALLEGATIONS
1.

Stephanie Chard is an individual residing in Salt Lake County. Stephanie Chard

presently owns 50% of the issued and outstanding stock of TTR.
2.

TTR is a Utah corporation with its principal place of business in Salt Lake

County.
3.

Kent Chard, Stephanie Chard’s father, is an individual residing in Salt Lake

County.
4.

Kent Chard previously owned 50% of the issued and outstanding stock of TTR,

but has transferred that interest to the Kent Chard Trust.
5.

Ennenga, an individual residing in Salt Lake County, is a trustee of the Kent

Chard Trust.
6.

Ennenga is a former member of the Utah State Bar who has been disbarred for

misappropriating client funds.
7.

Sorensen is a certified public accountant who practices accounting in Salt Lake

County.
8.

Ennenga and Sorensen are longtime advisors of Kent Chard, TTR, and the Chard

family.

–2 of 26–
COMPLAINT

9.

On information and belief, Sorensen 401K is a defined benefit plan associated

with the CPA firm of Sorensen Vance & Co., whose principal place of business is in Salt Lake
County.
10.

TT Three and TTL&H are Utah limited liability companies headquartered in Salt

Lake County.
11.

TTR owns and operates the five Training Table restaurants located along the

Wasatch Front.
12.

TT Three and TTL&H collectively own and lease to TTR the five restaurant

buildings operated by TTR (the “Buildings”) pursuant to written lease agreements (the
“Leases”), which have been amended over the course of time.
13.

The Buildings are specifically identified as follows:
a.

Lot 2c (2nd Amended)
The Home Depot, a Commercial Subdivision
A part of Lots 2A, 2B of the Adjusted The Home Depot, a Commercial
Subdivision by metes and bounds, recorded as Entry No. 9774085, in
Book 9318, at Page 2178 in the Office of the Salt Lake County Recorder
being within the Southwest Quarter of Section 32, Township 3 South,
Range 1 West, Salt Lake Base and Meridian, U.S. Survey, in Riverton,
Salt Lake County, Utah: Beginning at a point on the Westerly line of
Market Center Drive as it exists at 40.0 feet halfwidth located 995.59 feet
North 89 degrees 51’35” West along the Section Line; and 751.86 feet
North 0 degrees 08’25” East from the South Quarter Corner of said
Section 32; and running thence along said Westerly line of Market Center
Drive the following two courses; South 45 degrees 00’00” East 241.71
feet to a point of curvature; and Southeasterly along the arc of a 195.00
foot radius curve to the right a distance of 41.52 feet (Central Angle equals
12 degrees 11’57” and Long Chord bears South 38 degrees 54’02” East
41.44 feet); thence South 57 degrees 11’15” West 59.17 feet; thence North
89 degrees 51’35” West 196.01 feet; thence North 45 degrees 00’00” West
188.31 feet to the Northwesterly line of said Lot 2A; thence along said
Northwesterly line and the Northwesterly line of Lot 2B the following
three courses: Northwesterly along the arc of a 150.00 foot radius curve to
–3 of 26–
COMPLAINT

the right a distance of 28.05 feet (Central Angle equals 10 degrees 42’44”
and Long Chord bears North 81 degrees 54’45” East 28.00 feet) to a point
of reverse curvature; Northeasterly along the arc of a 150.00 foot radius
curve to the left a distance of 110.66 feet (Central Angle equals 42 degrees
16’07” and Long Chord bears North 66 degrees 08’03” East 108.17 feet to
a point of tangency; and North 45 degrees 00’00” East 77.22 feet to the
Westerly line of Market Center Drive and the point of beginning.
Parcel 3A:
Together with the rights and benefits contained in that certain Restriction
Agreement and Grant of Easements recorded December 01, 2005, as Entry
No. 9569861, in Book 9224, at Page 9448.
Parcel 3B:
Together with the rights and benefits contained in that certain Restriction
Agreement and Grant of Easement recorded October 19, 2006, as Entry
No. 9881801, in Book 9367, at Page 8708.
Parcel No. 27-32-377-002
13304 South Market Center Drive (also known as 13298 S. Market Center
Dr.)
Riverton, Utah 84065
b.

Parcel 1: Beginning at a point in the center of 2300 East Street, said point
being 253.09 feet South 0°07’30” West and 450.41 feet South 0°00’52”
West from the Northwest corner of the Southeast quarter of Section 3,
Township 2 South, Range 1 East, Salt Lake Base and Meridian, and
running thence North 86°30’00” East 290.11 feet; thence South 8°30’00”
East 78.30 feet; thence South 86°30’00” West 301.73 feet to the center of
2300 East Street; thence along said centerline North 0°00’52” East 78.15
feet to the point of Beginning
Parcel 2: Beginning at a point in the center of 2300 East Street, said point
being 253.09 feet South 0°07’30” West 372.26 feet South 0°00’52” West
from the Northwest corner of the Southeast quarter of Section 3, Township
2 South, Range 1 East, Salt Lake Base and Meridian and running thence
North 86°30’00” East 278.50 feet; thence South 8°30’00” East 78.30 feet;
thence South 86°30’00” West 290.11 feet to the center of 2300 East
Street; thence along said centerline North 0°00’52” East 78.15 feet to the
point of Beginning.
–4 of 26–
COMPLAINT

Parcel No. 22-09-209-008-0000
4828 South Highland Drive
Holladay, Utah 84117
c.

Beginning at a point on the West line of 400 West Street, said point being
North 89°54’50” East 1278.81 feet along the section line and South
00°5’10” East 126.90 feet from the North Quarter Corner of Section 20,
Township 4 North, Range 1 West, Salt Lake Base and Meridian and
running thence South 00°11’05” West 250.10 feet along the West line of
said 400 West Street; thence South 89°54’50” West 247.51 feet; thence
North 34°58’10” West 70.82 feet; thence North 55°01’50” East 193.09
feet; thence North 00°11’05” East 62.77 feet; thence North 55°01’50” East
32.87 feet; thence North 89°54’50” East 103.54 feet to the point of
beginning.
Parcel No. 10-068-0077
955 North 400 West
Layton, Utah 84041

d.

Lot 1, COTTONWOOD SUBDIVISION, according to the recorded plat
thereof.
Less and excepting the Easterly 3.5 feet thereof.
Also less and Excepting that portion of subject property conveyed by that
certain Warranty Deed recorded February 23, 2006 as Entry No. 9644473
in Book 9258 at Page 3866 being as follows:
A parcel of land in fee for the widening and reconstruction of the existing
highway State Route 89 known as Project No. SP-0089(88)313, being a
part of an entire tract of property, situate in the Northwesterly ¼,
Southwesterly ¼ of Section 18, Township 3 South, Range 1 East, Salt
Lake Base and Meridian. The boundaries of said parcel of land are
described as follows:
Beginning in the Westerly right of way line of said existing highway State
Route 89 at a point 53.00 feet perpendicularly distant Westerly from the
control line of said project opposite engineer station 79+20.63, which
point is 134.96 feet South 87 degrees 47’06” East (134.93 feet South 87
degrees 49’05” East by record) to a street monument located in the
centerline of State Street and 10600 South Street, and 460.906 feet South
00 degrees 03’19” East along the monumented centerline of State Street,
and 53.00 feet West from the West Quarter Corner of said Section 18, and
–5 of 26–
COMPLAINT

running thence South 00 degrees 03’19” East 82.128 feet along said
Westerly right of way line to a point 53.00 feet perpendicularly distant
Westerly from said control line; thence North 08 degrees 35’10” West
20.224 feet to a point 56.00 feet perpendicularly distant Westerly from
said control line; thence North 00 degrees 03’19” West 39.772 feet to
along a line parallel with said control line to a point 56.00 feet
perpendicularly distant Westerly from said control line; thence North 09
degrees 13’00” West 21.937 feet to the point 59.49 feet perpendicularly
distant Westerly from said control line; thence North 75 degrees 16’44”
East 6.711 feet to the point of beginning as shown on the official map of
said project on file in the office of the Utah Department of Transportation.
Also less and Excepting that portion of subject property conveyed by that
certain Warranty Deed recorded February 23, 2006 as Entry No. 9644474
in Book 9258 at page 3868 being as follows:
A parcel of land in fee for the widening and reconstruction of the existing
highway State Route 89 known as Project No. SP-0089(88)313, being a
part of an entire tract of property, situate in the Northwesterly ¼,
Southwesterly ¼ of Section 18, Township 3 South, Range 1 East, Salt
Lake Base and Meridian. The boundaries of said parcel of land are
described as follows:
Beginning in the Westerly right of way line of said existing highway State
Route 89 at a point 53.00 feet perpendicularly distant Westerly from the
control line of said project opposite engineer station 79+74.57 which point
is 134.96 feet South 87 degrees 47’06” East (134.93 feet South 87 degrees
49’05” East by record) to a street monument located in the centerline of
State Street and 10600 South Street, and 406.966 feet South 00 degrees
03’19” East along the monumented centerline of State Street, and 53.00
feet West from the West Quarter Corner of said Section 18, and running
thence South 00 degrees 03’19” East 16.735 feet along said Westerly right
of way line to a point 53.00 feet perpendicularly distant Westerly from
said control line; thence North 69 degrees 24’48” West 8.204 feet to a
point 60.68 feet perpendicularly distant Westerly from said control line;
thence North 02 degrees 51’05” West 18.733 feet to a point 61.59 feet
perpendicularly distant Westerly from said control line; thence South 58
degrees 44’11” East 10.056 feet to the point of beginning as shown on the
official map of said project on file in the office of the Utah Department of
Transportation.
Parcel No. 27-13-427-058-0000
Parcel No. 27-13-427-059-0000
–6 of 26–
COMPLAINT

10660 South State Street
Sandy, Utah 84070
e.

Parcel 1, Sugarhouse Center, according to the official plat thereof on file
and of record in the office of the Salt Lake County Record.
Parcel No. 16-20-276-042
2254 South 1300 East
Salt Lake City, Utah 84106

14.

On information and belief, Gary W. Chard owns approximately 25% of the

membership units of TTL&H, and Kent Chard owns approximately 75%.
15.

On information and belief, Kent Chard owns 49.5% of the membership units of

TT Three; Sorensen 401K owns 49.5%, and Ennenga owns 1%.
16.

Kent Chard had run TTR for many years, but due to his declining health, his lack

of expertise, and other factors, Kent Chard was having difficulty successfully managing the
business.
17.

In the second quarter of 2011, Zions Bank called its loan to TTL&H and TT

18.

Kent Chard borrowed hard money loans to help meet short-term cash flow needs

Three.

of TTR.
19.

In June 2011, Stephanie Chard began working for TTR in an effort to help her

father keep the business alive.
20.

On or about November 1, 2012, Stephanie Chard purchased from Kenneth D.

Moorhead (“Moorhead”) 50% of the issued and outstanding shares of stock in TTR (the “Stock
Purchase”).

–7 of 26–
COMPLAINT

21.

The consideration paid by Stephanie Chard to Moorhead totaled $100,000. These

funds represented life savings and an inheritance that Stephanie Chard had set aside for medical
school following college.
22.

In making the Stock Purchase, Stephanie Chard was counseled by Kent Chard,

Ennenga, and Sorensen, each of whom urged Stephanie Chard to proceed with the Stock
Purchase.
23.

Sorensen held himself out as a financial advisor for the Chard family. Kent Chard

identified Sorensen as such, and Sorensen never corrected such statements.
24.

Ennenga held himself out as legal counsel for TTR and the Chard family

throughout the time he interacted with Stephanie Chard. Kent Chard identified Ennenga as the
family’s attorney and legal counsel, and Ennenga never corrected such statements.
25.

Ennenga knew, but failed to disclose to TTR or Stephanie Chard, that he had been

disbarred from the practice of law many years earlier.
26.

Ennenga performed legal services for Kent Chard, TTR, and the Chard family

over a period of many years, including the years since he was disbarred from the practice of law.
27.

Stephanie Chard asked Ennenga questions in the course of deciding whether to

proceed with the Stock Purchase. Ennenga answered Stephanie Chard’s questions. Ennenga
provided legal advice to Stephanie Chard in connection with the Stock Purchase.
28.

Ennenga counseled and encouraged Stephanie Chard to make the Stock Purchase.

29.

Ennenga represented the interests of Stephanie Chard, Kent Chard, Gary Chard,

and himself.

–8 of 26–
COMPLAINT

30.

The interests of TTR, Stephanie Chard, Kent Chard, Gary Chard, and Ennenga

were not aligned in the Stock Purchase.
31.

Conflicting interests existed among these individuals Ennenga was purporting to

represent.
32.

During the negotiation of the Stock Purchase, Ennenga never disclosed to

Stephanie Chard that he was not her attorney.
33.

During the negotiation of the Stock Purchase, Ennenga did not disclose to

Stephanie Chard that he had been disbarred from the practice of law.
34.

During the negotiation of the Stock Purchase, Ennenga did not advise Stephanie

Chard to engage her own independent counsel to represent her interests in the Stock Purchase.
35.

During the negotiation of the Stock Purchase, Ennenga did not seek to procure

from Stephanie Chard a waiver of any conflict of interest arising from his engagement.
36.

Kent Chard, Ennenga, Sorensen knew, but failed to disclose or explain adequately

to Stephanie Chard in connection with the Stock Purchase, numerous material facts pertaining to
the Stock Purchase, including without limitation:
a.

Details regarding the ownership structure of the entities that own the five

restaurant buildings;
b.

The fact that they each directly or indirectly owned an interest in TTL&H

and TT Three;
c.

Terms of TTR’s leases with TTL&H and TT Three;

–9 of 26–
COMPLAINT

d.

The fact that Kent Chard and Ennenga had drafted and executed—the

same day as the Stock Purchase—lease addenda raising the lease rates for the Buildings;
and
e.
37.

The fact that the Buildings required substantial capital improvements;

Stephanie Chard relied on the material misrepresentations and omissions of Kent

Chard, Ennenga, and Sorensen in deciding to proceed with the Stock Purchase.
38.

On that same day, Kent Chard, on behalf of TTR, and Kent Chard, on behalf of

TTL&H and TT Three, executed addenda to the Leases increasing the rent for the Buildings and
setting rents at amounts above market value.
39.

On information and belief, Ennenga represented both TTR and TTL&H in these

transactions.
40.

Ennenga knew or should have known that entering into the addenda to the Leases

would be harmful to TTR.
41.

On information and belief, Ennenga failed to disclose to TTR that he held an

interest in TT Three.
42.

From the time of the Stock Purchase, Kent Chard was only minimally involved in

the management or operations of TTR.
43.

However, Kent Chard drew a salary throughout the period of time that he was

only minimally involved.
44.

Kent Chard’s salary payments, which were entirely disproportionate to any actual

work he was providing, caused a serious financial strain on the Company.

–10 of 26–
COMPLAINT

45.

In December 2013, Kent Chard moved to Palm Springs, California, where he

stayed for four months.
46.

At that time, Stephanie Chard became CEO and President of TTR and took over

all management responsibility for the business.
47.

Upon Kent Chard’s return in April 2014, Kent Chard and Ennenga demanded of

Stephanie Chard that TTR pay to Kent Chard a salary through December 2015, even though he
performed no work.
48.

Between 2014 and 2016, Stephanie Chard provided various services and incurred

certain expenditures for the benefit of TTL&H and TT Three.
49.

Stephanie Chard has sent invoices to TTL&H and TT Three to pay for those

services and expenditures, but has not yet been paid.
50.

In January 2016, TTR terminated Ennenga as the company’s counsel and

terminated Sorensen as the company’s accountant.
51.

During the ensuing months, Kent Chard has failed or refused to attend

shareholder meetings requested or scheduled by Stephanie Chard.
52.

In failing to attend shareholder meetings, Kent Chard has made it impossible for

Stephanie Chard to try to implement a Board of Directors that corresponds proportionately with
the stock ownership of the company.
53.

Kent Chard has refused to participate in any meaningful way in assisting with

Stephanie Chard’s efforts to maintain or increase the cash flow of the business, including without
limitation efforts to secure the financing needed to make the business successful.

–11 of 26–
COMPLAINT

54.

Kent Chard has refused to participate in any meaningful way in assisting with

Stephanie Chard’s efforts to perform substantial capital improvements on the Buildings, certain
of which have been and continue to be in disrepair.
55.

Sorensen, Ennenga, and Kent Chard purport to comprise the Board of Directors of

TTR even though there is no documentation suggesting the manner in which or time at which
Sorensen and Ennenga were appointed as board members.
56.

Sorensen, Ennenga, and Kent Chard have scheduled and carried out board

meetings without allowing Stephanie Chard, a 50% stockholder in TTR, to have any meaningful
voice in such meetings, including the opportunity to elect board members.
57.

Recently, Kent Chard, Sorensen, and Ennenga have each engaged in efforts to

terminate the Leases and have expressly or impliedly threatened to evict TTR from the
Buildings.
58.

Kent Chard, Sorensen, and Ennenga have refused to adjust rental rates of the

Leases to fair rental value, have insisted that they receive the rental rates dictated by the addenda
to the Leases that they executed on the same dates as the Stock Purchase, and have refused to
issue a credit to TTR for excess rental payments that have been made to TTL&H and TT Three.
59.

Kent Chard, Sorensen, and Ennenga have been attempting to sell the Buildings,

even though doing so poses the substantial risk of placing TTR out of business.
FIRST CAUSE OF ACTION
(Breaches of Fiduciary Duty and Other Duties)
60.

Plaintiffs reallege and incorporate by reference each of the foregoing paragraphs

as if fully set forth herein.

–12 of 26–
COMPLAINT

61.

Because of the familial relationship between Stephanie Chard and Kent Chard,

there has been an inherent layer of trust and heightened expectation of honest dealing by
Stephanie Chard with Kent Chard, and also with the Chard family’s advisors, Ennenga and
Sorensen.
62.

As directors or officers (and in the case of Kent Chard, as shareholder) in TTR, a

closely held corporation, Kent Chard, Ennenga, and Sorensen owe to Stephanie Chard and to
TTR fiduciary duties and other corporate duties, including a duty of utmost good faith, a duty of
loyalty, and a duty of care.
63.

Kent Chard, Ennenga, and Sorensen were obligated not to place their own best

interest over the best interest of TTR.
64.

Officers and directors may not personally purchase property under lease to the

corporation to whom they owe duties.
65.

Directors are not entitled to profits beyond the earnings on their stock, proper

compensation, and expenses.
66.

By maintaining a landlord-tenant relationship with a closely held corporation in

which officers, directors, and members of the landlord—namely Kent Chard, Ennenga, and
Sorensen—also serve as an officers, directors, or shareholders of the tenant, Kent Chard,
Ennenga, and Sorensen breached their duties owed to Stephanie Chard and TTR.
67.

By utilizing their relationship as landlord in an oppressive manner toward

Stephanie Chard and TTR, as is the case here, Kent Chard, Ennenga, and Sorensen have placed
their own interests as landlord before their interests as directors, officers, or shareholders of
TTR, thereby breaching duties they owe to Stephanie Chard and TTR.
–13 of 26–
COMPLAINT

68.

Kent Chard, Ennenga, and Sorensen had a duty to communicate accurately and

completely to Stephanie Chard and TTR.
69.

Kent Chard, Ennenga, and Sorensen were in a position to filter and control the

information shared with Stephanie Chard.
70.

Kent Chard has taken advantage, for his own benefit, of the familial ties between

himself and Stephanie Chard.
71.

Kent Chard, Ennenga, and Sorensen have failed to attend a shareholder meeting

as demanded by Stephanie Chard pursuant to Utah Code §16-10a-703. They have done this to
preserve their director appointments within the company.
72.

Kent Chard, Ennenga, and Sorensen’s conduct outlined herein lacked good faith.

Kent Chard, Ennenga, and Sorensen acted without the care that an ordinarily prudent person in a
like position would exercise under similar circumstances. Kent Chard, Ennenga, and Sorensen’s
conduct was not in the best interest of the corporation.
73.

At least some, if not all, of the breaches and failures to perform of Kent Chard,

Ennenga, and Sorensen were the result of gross negligence, willful misconduct, or an intent to
inflict harm on TTR and Stephanie Chard.
74.

Kent Chard, Ennenga, and Sorensen took affirmative steps to prevent the

discovery of their conduct by Stephanie Chard.
75.

By virtue of the conduct described above, Kent Chard, Ennenga, and Sorensen

have breached their duties owed to TTR and Stephanie Chard in a number of ways.
76.

The conduct of Kent Chard, Ennenga, and Sorensen was knowing and intentional,

and done with the intent to deceive Stephanie Chard.
–14 of 26–
COMPLAINT

77.

The conduct of Kent Chard, Ennenga, and Sorensen has directly and proximately

caused damages to TTR and Stephanie Chard.
78.

Plaintiffs’ damages include, but are not limited to, the following:
a.

General damages for pain and suffering;

b.

The costs and attorney fees incurred by plaintiffs;

c.

Loss of past, present, and future business opportunities, contracts, and

b.

Depreciation in the value of the corporation;

c.

Damage to goodwill, reputation, and standing in the community at large;

d.

Dissipation of TTR’s assets and value as a going concern; and

e.

All unauthorized and illegal distributions.

profits;

79.

The conduct of Kent Chard, Ennenga, and Sorensen was willful and malicious,

was intentionally fraudulent, or manifested a knowing and reckless indifference toward, and a
disregard of, the rights of TTR and Stephanie Chard.
80.

At all times, Kent Chard, Ennenga, and Sorensen were aware of their duty to TTR

and Stephanie Chard.
81.

Public policy supports an award of punitive damages because of the numerous

legally recognized duties owed by Kent Chard, Ennenga, and Sorensen to TTR and Stephanie
Chard.
82.

The state has an interest in discouraging fiduciaries, in general, and officers,

directors, and shareholders in closely held corporations, specifically, from violating their duties
owed to the shareholders and the corporation.
–15 of 26–
COMPLAINT

83.

The Court should award punitive damages in an amount sufficiently large enough

both to punish Kent Chard, Ennenga, and Sorensen and to discourage comparable behavior from
others similarly situated.
84.

As detailed above, Kent Chard, Ennenga, and Sorensen’s breaches of duty have

irreparably harmed TTR and Stephanie Chard and risks causing further irreparable harm.
85.

Under Rule 65A, TTR and Stephanie Chard are entitled to immediate injunctive

relief as detailed herein and further ordering that Kent Chard, Ennenga, and Sorensen be
immediately removed as officers and board members of TTR, and providing such other
injunctive relief as the Court deems fair and equitable.
86.

TTR and Stephanie Chard are further entitled to a judgment and order cancelling

the addenda to the Leases and modifying and reforming the Leases so that they charge a rental
amount no greater than the fair rental value, and making such other modifications as the Court
would deem fair and equitable under the circumstances.
SECOND CAUSE OF ACTION
(Aiding and Abetting Breaches of Duty)
87.

Plaintiffs reallege and incorporate by reference each of the foregoing paragraphs

as if fully set forth herein.
88.

Kent Chard, Ennenga, and Sorensen each knew or should have known that each

of them owed various duties to Stephanie Chard and TTR.
89.

Kent Chard, Ennenga, and Sorensen each knew or should have known of some or

all of each other’s respective conduct through which they each breached duties owed to
Stephanie Chard and TTR, and were aware of their roles in furtherance of such activities.

–16 of 26–
COMPLAINT

90.

For example, Ennenga and Sorensen provided substantial assistance to Kent

Chard in breaching his duties by, among other things, aiding, abetting, participating, assisting,
directing and/or covering up those breaches.
91.

As a result of Kent Chard, Ennenga, and Sorensen’s respective knowledge or

reason to know of each other’s breaches of duty and their aiding and abetting in the breach of
such duties, Stephanie Chard and TTR are entitled to damages against Kent Chard, Ennenga, and
Sorensen as proven at trial, together with other remedies detailed above.
THIRD CAUSE OF ACTION
(Court-Ordered Shareholders Meeting)
92.

Plaintiffs reallege and incorporate by reference each of the foregoing paragraphs

as if fully set forth herein.
93.

Kent Chard, and/or Peter Ennenga, trustee of the Kent Chard Trust, hold more

than 10% of the issued and outstanding voting shares of TTR.
94.

Kent Chard and/or Peter Ennenga, trustee of the Kent Chard Trust, failed and

refused to call a special meeting of the shareholders within 60 days of receiving a proper notice
from Stephanie Chard.
95.

This conduct violates the statutory rights of Stephanie Chard and has harmed and

risks further irreparable harm to TTR and its shareholders.
96.

Specifically, the refusal to call a special meeting of shareholders prevents

Stephanie Chard from voting in members of the Board of Directors proportionate to her interest
in TTR to, among other things, renegotiate the Leases, which were knowingly entered into by
Kent Chard in a manner would harm TTR and benefit himself personally, and which are being
used at the present time to harm or threaten to harm TTR.
–17 of 26–
COMPLAINT

97.

As a result of their refusal to call a special meeting of the shareholders and the

current composition of the TTR Board of Directors, Kent Chard and/or Peter Ennenga, trustee of
the Kent Chard Trust, are in complete control of TTR, even with only 50% ownership of TTR’s
stock.
98.

Kent Chard and/or Peter Ennenga, trustee of the Kent Chard Trust, have placed

TTR in an untenable cash position by enriching themselves with the rent revenue far above
market value from TTR. This violates Kent Chard’s fiduciary duty and duty of loyalty.
99.

The conduct of Kent Chard and/or Peter Ennenga, trustee of the Kent Chard

Trust, has undercapitalized TTR and has made it impossible for TTR, with Kent Chard in control
of the company, to maintain profitability and viability.
100.

Additionally, with Kent Chard in control of TTR, there is no opportunity to

renegotiate the Leases.
101.

But for Kent Chard’s breaches of his fiduciary duties, Plaintiffs would not be

harmed.
102.

Plaintiffs, as the party to whom Kent Chard owed and continues to owe fiduciary

duties, are foreseeable victims of Kent Chard’s conduct and therefore Kent Chard’s conduct is
the proximate cause of Plaintiffs’ injuries and damages.
103.

Unless there is an immediate shareholder meeting at which Stephanie Chard can

vote in new directors and members of the Board of Directors to resume control of TTR, TTR’s
business is jeopardized.
104.

Plaintiffs are entitled to an order from this Court as follows:
a.

Scheduling an immediate special shareholder meeting of TTR;
–18 of 26–
COMPLAINT

b.

Affixing the time and place of the meeting; and

c.

Ordering that Stephanie Chard and Kent Chard are both entitled to notice

and to attend, participate, and vote pursuant to their respective stock ownership
(Stephanie Chard—2500 shares; Kent Chard—2500 shares).
FOURTH CAUSE OF ACTION
(Unjust Enrichment)
105.

Plaintiffs reallege and incorporate by reference each of the foregoing paragraphs

as if fully set forth herein.
106.

Utilizing their positions at TTR, TTL&H, and TT Three, Kent Chard, Ennenga,

and Sorensen have knowingly conferred on themselves improper benefits from Stephanie Chard
and TTR, including but not limited to salary, compensation, or other benefits disproportionate to
what they are reasonably or legally entitled; and rent revenue beyond fair market value.
107.

TTR paid attorney fees and costs to Ennenga for providing legal services for TTR

and Ennenga knowingly accepted and retained such payments.
108.

TTR paid fees and costs to Sorensen for providing accounting services for TTR

and Sorensen knowingly accepted and retained such payments.
109.

Stephanie Chard provided services to TTL&H and TT Three in 2014 and 2015.

110.

TTL&H and TT Three have failed to pay Stephanie Chard for the services

rendered.
111.

It would be against equity and good conscience to allow TTL&H and TT Three to

retain the benefit of Stephanie Chard’s services without paying Stephanie Chard for her services.

–19 of 26–
COMPLAINT

112.

It would be unjust and inequitable to allow Kent Chard, Ennenga, and Sorensen to

retain the fees that TTR paid to them where Kent Chard, Ennenga, and Sorensen failed to
properly perform their duties on behalf of TTR.
113.

Stephanie Chard and TTR are therefore entitled to a judgment against Kent

Chard, Ennenga, Sorensen, TT Three, and TTL&H in an amount to be proved at trial.
FIFTH CAUSE OF ACTION
(Judicial Removal of Directors—Utah Code § 16-10a-809)
114.

Plaintiffs reallege and incorporate by reference each of the foregoing paragraphs

as if fully set forth herein.
115.

By virtue of the conduct described above, Kent Chard, Ennenga, and Sorensen

have engaged in fraudulent or dishonest conduct or gross abuse of authority or discretion with
respect to how they have run TTR.
116.

At all times, Kent Chard, Ennenga, and Sorensen knew or should have known that

their conduct was wrongful toward TTR and wrongful toward Stephanie Chard.
117.

At all times, Kent Chard, Ennenga, and Sorensen’s conduct was both intentional

and grossly negligent and demonstrates a gross abuse of authority and discretion.
118.

The conduct of Kent Chard, Ennenga, and Sorensen has damaged TTR, its value,

its goodwill, its viability, and its standing in the community.
119.

The conduct of Kent Chard, Ennenga, and Sorensen has damaged Stephanie

Chard by depriving her of her rights to meaningfully participate in TTR as a director, deprived
Stephanie Chard of her rights to meaningfully benefit from her status as an equal shareholder of
TTR, and has personally deprived Stephanie Chard of her pro rata share of the profits of TTR.

–20 of 26–
COMPLAINT

120.

Plaintiffs are therefore entitled to an order removing Kent Chard, Ennenga, and

Sorensen as directors of TTR, together with such other relief as the Court deems equitable or
appropriate.
SIXTH CLAIM FOR RELIEF
(Breach of Statutory Duty)
121.

Plaintiffs reallege and incorporate by reference each of the foregoing paragraphs

as if fully set forth herein.
122.

As officers and directors of TTR, under Utah Code § 16-10a-840(1), Kent Chard,

Ennenga, and Sorensen had a duty to discharge their duties (a) in good faith; (b) with the care an
ordinarily prudent person in a like position would exercise under similar circumstances; and (c)
in a manner the director or officer reasonably believes to be in the best interests of the
corporation.
123.

As alleged above, Kent Chard, Ennenga, and Sorensen breached or failed to

perform the duties of their office in compliance with Utah Code § 16-10a-840(1). Their breaches
and failures to perform constitute gross negligence, willful misconduct, and intentional infliction
of harm.
124.

TTR is entitled to an order removing Kent Chard, Ennenga, and Sorensen as

directors of TTR, and a judgment against Kent Chard, Ennenga, and Sorensen in an amount to be
proved at trial.
SEVENTH CLAIM FOR RELIEF
(Legal Malpractice—Breach of Fiduciary Duty and Professional Negligence)
125.

Plaintiffs reallege and incorporate by reference each of the foregoing paragraphs

as if fully set forth herein.
–21 of 26–
COMPLAINT

126.

At all relevant times, Ennenga held himself out as legal counsel for TTR and

Stephanie Chard and provided legal services to TTR and Stephanie Chard in exchange for legal
fees for such services, which Ennenga always accepted.
127.

Accordingly, an attorney-client relationship existed between Ennenga on the one

hand and TTR and Stephanie Chard on the other hand.
128.

The attorney-client relationship between Ennenga on the one hand and TTR and

Stephanie Chard on the other hand was ongoing through January 2016.
129.

As TTR and Stephanie Chard’s attorney, Ennenga owed a fiduciary duty and a

duty of care to TTR and Stephanie Chard and a duty to comply with all ethical standards
required by the Utah Code of Professional Conduct.
130.

Ennenga’s concurrent representation of TTR, TTL&H, TT Three, Kent Chard,

and Stephanie Chard constituted a conflict of interest under Rule 1.7(a), Utah Code of
Professional Conduct.
131.

By virtue of the foregoing conduct, which fell below the requisite standards of

care and conduct, Ennenga breached his contractual, fiduciary, and ethical duties to TTR and
Stephanie Chard, committing legal malpractice.
132.

A reasonable likelihood exists that, had Ennenga adhered to the ordinary

standards of professional competence and taken proper action to protect TTR and Stephanie
Chard, TTR and Stephanie Chard would not have incurred all of the harm detailed in this
complaint.
133.

TTR and Stephanie Chard are entitled to a judgment against Ennenga for damages

resulting from his breaches of duty and his legal malpractice in an amount to be proven at trial.
–22 of 26–
COMPLAINT

134.

In the event that Ennenga’s conduct is shown to have been willful and malicious,

intentionally fraudulent, or manifesting a knowing and reckless indifference toward, and a
disregard of, TTR and Stephanie Chard’s rights, TTR and Stephanie Chard are also entitled to a
judgment of punitive damages in an amount to be proved at trial pursuant to Utah Code § 78B-8201(1)(a), which shall not be less than three times the amount of compensatory and general
damages awarded at trial.
135.

TTR and Stephanie Chard are also entitled to an award of attorneys’ fees that they

have incurred as a result of Ennenga’s breaches of fiduciary duty.
EIGHTH CLAIM FOR RELIEF
(Securities Fraud)
136.

Plaintiffs reallege and incorporate by reference each of the foregoing paragraphs

as if fully set forth herein.
137.

By virtue of the conduct described above, Kent Chard, Ennenga, and Sorensen

committed securities fraud under Utah Code § 61-1-1 and Utah Code Ann. § 61-1-22 of the Utah
Uniform Securities Act.
138.

The conduct of Kent Chard, Ennenga, and Sorensen was reckless or intentional,

or was negligent, but involved an investment by a person over whom defendants exercised undue
influence.
139.

Stephanie Chard is therefore entitled to a judgment against Kent Chard, Ennenga,

and Sorensen for damages and all other available remedies under Utah Code Ann. § 61-1-22,
including interest, treble damages, and costs and attorney fees.

–23 of 26–
COMPLAINT

ELECTION OF DISCOVERY TIER
Pursuant to Rule 8(a) of the Utah Rules of Civil Procedure, plaintiffs state that their
claims for relief qualify for Tier 3 discovery as defined in Rule 26 of the Utah Rules of Civil
Procedure.
PRAYER FOR RELIEF
WHEREFORE, plaintiffs respectfully pray for the following relief against defendants:
1.

An order from this Court as follows:
a.

Removing Kent Chard, Ennenga, and Sorensen as directors of TTR;

b.

Scheduling an immediate special shareholder meeting of TTR;

c.

Affixing the time and place of the meeting;

d.

Ordering that Stephanie Chard and Kent Chard are both entitled to notice

and to attend, participate, and vote pursuant to their respective stock ownership
(Stephanie Chard—2500 Shares; Kent Chard—2500 Shares); and
e.

Ordering that the votes cast at the meeting shall constitute a quorum for

action on the matters voted on by the shareholders;
2.

A judgment and order cancelling the addenda to the Leases and modifying and

reforming the Leases so that they charge a rental amount no greater than the fair rental value, and
making such other modifications as the Court would deem fair and equitable under the
circumstances;
3.

A judgment for damages against defendants including but not limited to the

following:
a.

General damages for pain and suffering;
–24 of 26–
COMPLAINT

b.

The costs and attorney fees incurred by plaintiffs;

c.

Loss of past, present, and future business opportunities, contracts, and

b.

Depreciation in the value of the corporation;

c.

Damage to goodwill, reputation, and standing in the community at large;

d.

Dissipation of TTR’s assets and value as a going concern; and

e.

All unauthorized and illegal distributions;

profits;

4.

Preliminary and permanent injunctive relief as the principles of equity

demonstrate;
5.

An award of punitive damages;

6.

Prejudgment and post-judgment interest at the highest legal rate;

7.

The costs and reasonable attorney fees incurred by TTR and Stephanie Chard;

8.

A judgment for damages and all other available remedies under Utah Code § 61-

1-22, including interest, treble damages, and costs and attorney fees; and
9.

Such other and further relief as the Court deems just and proper.

–25 of 26–
COMPLAINT

DATED this 3rd day of June, 2016.
MARSHALL OLSON & HULL, P.C.
BY:

/s/ Erik A. Olson
ERIK A. OLSON
KEVIN M. PAULSEN

ATTORNEYS FOR PLAINTIFFS

–26 of 26–
COMPLAINT