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November 7, 2006
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Marine Industry
Man says yacht company deal left him high and dry

November 07, 2006 By: Forrest Norman

Bruce Fischman

Jeffrey Igoe
Broward County man claims he was fraudulently frozen out of a $22 million deal that he put together to buy a luxury yacht manufacturer.

Robert Dean, former general manager of Broward Yacht and Marine in Dania Beach, filed suit last month in Broward Circuit Court against the company’s new owner, Thomas E. Lewis. Dean said he brought Lewis in on a deal to buy the company and Lewis promised him 49 percent ownership in return. But according to the lawsuit, Lewis shut Dean out of the deal when it closed.

“Lewis assured [Dean] that his lawyers would draft up all necessary documents between them after Broward Marine was acquired,” the complaint states. “He told [Dean] ‘not to worry about it because you can trust me.’”

Lewis, a Miami commercial real estate investor, closed on the sale of the business in March 2005. Dean’s name was not on any of the paperwork.

“This is a guy who painstakingly cooked up a beautiful meal, then wasn’t invited to dinner,” said Dean’s attorney, Bruce Fischman of the Fischman Law Firm in Miami.

Dean alleges breach of oral joint venture agreement, fraud in the inducement, unjust enrichment, promissory estoppel, quantum meruit, and breach of fiduciary duty and equitable accounting.

Lewis could not be reached and his attorney, Robert P. Frankel of Miami, declined comment.

Dean was hired in 2000 to manage the Broward Yacht and Marine operation, which manufactures 100-foot-plus luxury yachts, sells new and used yachts, and does marine retrofitting work for yacht owners. According to the suit, he had worked in the yacht manufacture and sales business for 35 years and it was his dream to purchase and run an operation like Broward Yacht and Marine.

In 2002, Dean began researching a possible purchase of Broward Yacht and Marine, and he told the owner, Glen Straub, about his plans.

According to the suit, Dean spent two years researching all aspects of the business and assembling a plan for a deal. He produced boxes of research, culminating in a business plan for the purchase and operation of the facility.

Dean’s plan estimated the cost of the equipment, intellectual property and other non-real estate at $6 million. He estimated the cost of the real estate at $17 million. Because Dean didn’t have the money himself, he drew up a plan that called for seller financing.

Straub declined, so Dean went looking for investors in the fall of 2004. According to the suit, Dean was introduced to Lewis by a business associate. Over the course of a few months, the two men allegedly ironed out the terms of a partnership.

They allegedly agreed that Dean would take ownership of 49 percent of the company while Lewis would take 51 percent. The suit claims that Lewis agreed to provide the financing in return for Dean’s oral promise not to bring anyone else in on the deal.

Lewis gave Dean all the research he had generated on the purchase, as well as his business plan and projections, according to the suit.

“It was something I worked on for three-and-a-half years, but it was also the culmination of 35 years of expertise in the industry,” Dean said in an interview. “So a lot of blood and sweat went into it. It was supposed to be a dream come true.”

But when the sale closed, Dean realized he was not listed as an owner in the sales contract. “I even hung around as manager for six or seven weeks after [Lewis] bought the place before I realized he wasn’t going to follow through,” Dean said.

Many people were aware of Dean’s and Lewis’ agreement, Fischman said, and many witnessed Dean’s work on the deal, including Lewis’ own accountant and other representatives, with whom Dean spent between 700 and 800 hours of time preparing the deal.

“Any time you have an oral joint venture complaint, you have to be very specific, and we have more than enough material to do just that,” Fischman said.

According to the suit, Lewis told Dean his attorneys would draft the necessary paperwork outlining the business relationship between the two men after the acquisition.

Dean now works outside the yacht production business. “It was demeaning and insulting to him, the way he was treated in this deal,” Fischman said. “Lewis would take Dean to meetings with people in the business and introduce him as his partner. When the deal went through without him, it was a public kind of humiliation.”

Forrest Norman can be reached at fnorman@alm.com or at (305) 347-6649.

Bruce Fischman photo by Jill Kahn

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