The lawsuit seeking to oust Hamley’s co-owner Parley Pearce from the downtown Pendleton business has failed.
Circuit Judge Lynn Hampton of the 6th Judicial District dismissed the third part of the lawsuit from Hamley’s co-owner Blair Woodfield, who in September 2016 sued to expel Pearce from all things Hamley’s and dissolve the four limited-liability companies that make up and control the company’s operations and brand. Pearce and Woodfield each own 50 percent of the Hamley’s companies.
Pearce called the dismissal good for Hamley’s and for Pendleton. He said it keeps the business in hands that care about it.
“The whole premise of the lawsuit was to force me to sell when I’m not interested in doing that,” Pearce said. “I’m kind of passionate about the company myself.”
Hampton at a hearing in December dismissed two-thirds of Woodfield’s lawsuit. One claim sought to dissolve the companies, but Hampton said she lacked the jurisdiction to act on a company the partners formed in Washington. She also dismissed a legal maneuver that would have allowed Woodfield, as a shareholder, to sue when the company would not.
Hampton, though, said she needed more time to rule on Woodfield’s third claim — expelling Pearce due to bad acts. The judge in a Jan. 11 letter to attorneys said she dismissed the claim.
Hampton stated Woodfield did not demonstrate how the allegations he made against Pearce related to any of the four Hamley businesses.
“There are no allegations of ultimate facts showing how the alleged wrongful conduct adversely or materially affected any particular LLC,” Hampton wrote. “Nor are there any allegations how a material breach of a specific organization or operating agreement made it not reasonably practicable to carry on the business of a specific LLC.”
The judge concluded: “I find that plaintiff has not stated ultimate facts sufficient to constitute a claim for expulsion.”
Still, Hampton allowed Woodfield 30 days to amend the lawsuit and try again.
The East Oregonian tried to seek comment from Woodfield and his lawyer, Steven J. Joseph of La Grande, but they did not immediately return messages.
Pearce said the dismissal “breaks up the ice jam” to what he has been trying to do for months — buy out Woodfield’s interest in Hamley’s. But, Pearce added, he would wait for Woodfield to make the first move.