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Former Qbase VP sues company

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By Thomas Gnau, Staff Writer Updated 3:49 PM Friday, December 4, 2009

Joanne Barnard, a former executive of Qbase Inc., is suing her former employer in Greene County Common Pleas Court for allegedly failing to abide by the terms of the company’s own shareholder agreement.

In a counterclaim, Qbase charges that Barnard failed to pay the agreed-upon price for her stake in the company.

Barnard, a former Qbase vice president and general manager, is suing the Beavercreek and Springfield data handler for not “fulfilling its contractual obligation to purchase (Barnard’s ownership) shares” at what she contends was fair value after the company fired her in December 2007.

Barnard contends that she purchased a two-percent stake in the company, writing a check of $75,000, leaving a balance of $55,000.

In a counterclaim, Qbase said Barnard was “obligated to pay the balance of the purchase price” by May 1, 2008, “but never did so.”

In its counterclaim, Qbase also said it is not obligated to redeem Barnard’s stock, and seeks its own relief based on what it says was her failure to pay the purchase price for her stock.

Barnard alleges that Qbase told her in January 2008 it “lacked sufficient capital” to repurchase her shares and was “contractually precluded” from doing so. In its counterclaim, Qbase admitted that allegation.

According to a court docket, a mediation telephone conference in the suit is set for Feb. 16, 2010. Both sides are alleging breach of contract.

Another former shareholder and former employee of Qbase, Evan Scott, said Friday, Dec. 4, that “individual shareholders,” not the company itself, purchased his ownership stake when he left the company at about the same time as Barnard. Scott said he did not know why shareholders purchased his shares rather than the company.

Scott, who handled public relations for Qbase, was not terminated from the firm and is not associated with the lawsuit. He said that when he left Qbase, it was doing well. “I had no reason to believe it wouldn’t continue to do well,” he added.

But Scott said he wasn’t “privy” to Qbase finances. “I wasn’t aware of whether there were or weren’t capital problems,” he said.

Another former Qbase shareholder and former employee, Dave Judson Jr., said he sold his shares to another shareholder in March 2009 when he left the company. Judson said an attorney advised him to sell his stake before he started his own company, JJR Solutions. Neither Judson nor his company are associated with the lawsuit.

“I gave Qbase an opportunity to purchase the shares,” Judson said. “They chose not to.”

Judson said selling to another shareholder was something the Qbase shareholders agreement allowed him to do. He declined to say who bought his shares.

Barnard’s suit contends that Qbase had no “legitimate business justification for terminating Barnard’s employment.”

According to a July 2009 letter included in the suit from Barnard, today of Ashland, Ore., to Tom Shoup, Qbase president, “On Dec. 11, 2007, Qbase terminated my employment, triggering its obligation to repurchase my shares. The company represented to me that it lacked sufficient capital to do so.”

In February 2008, Qbase founder Bill Pardue said his company would add 200 jobs to its Beavercreek location in the next 13 months. At the time, the firm also had 50 employees in Springfield, and Pardue said that would “almost double” in 13 months. In recent weeks, however, Pardue has declined to answer questions about Qbase.

After Qbase’s founding in 2005, the Turner Foundation of Springfield gave the fledgling company $4 million, Pardue has said. Springfield city government supported the new company with $500,000. And Greene County was an early supporter with $60,000. Pardue early on said his company was one in which employees put up 20 percent of the firm’s capital, yet owned 80 percent of the business.

Joseph Murray, Barnard’s Columbus attorney, couldn’t be reached for comment.

Daniel Gentry, Qbase’s Dayton attorney, declined to comment.

Qbase compiles data for military, health care and non-profit customers, in an effort to make that data useful for customers. In the past, the company has counted the Air Force among its biggest customers.

Contact this reporter at (937) 225-2390 or tgnau@DaytonDailyNews.com.

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