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F NTERED

JUN 2 0 2013

IN REGISTER BY JJE j

FILED

I3JUN20 PM 4:OG

COURT FOR MULTNOMAH COUNTY

IN THE CIRCUIT COURT OF THE STATE OF OREGON

FOR THE COUNTY OF MULTNOMAH

08821

RANDY RITMILLER,

Individually and as a Shareholder of Spirit

Enterprises, Inc.;

Plaintiff,

vs.

MICHAEL SPICER,

Individually and as a Shareholder of Spirit

Enterprises, Inc.;

AMY SPICER, Individually;

MARY LOU SPICER, Individually;

JUSTIN SPICER, Individually;

ANDREW SPICER, Individually;

Defendants.

Plaintiff alleges:

Case No.

COMPLAINT

1306-08821

Breach of Duties of Good Faith

and Fair Dealing;

Breach of Duty of Full Disclosure;

Common Law Fraud;

Conversion;

Intentional Infliction of Emotional Distress;

and Unjust Enrichment

ORS 60.952

JURY TRIAL REQUESTED

CLAIM NOT SUBJECT TO MANDATORY

ARBITRATION

CLAIM AMOUNT NOT MORE

THAN $2,000,000

JURISDICTION 

1.

At all relevant times, Plaintiff, RANDY RITMILLER ("Ritmiller") is a resident of the

County of Multnomah in the State of Oregon.

2.

At all relevant times, Defendant, MICHAEL SPICER ("M. Spice) is a resident of

the County of Clark, in the State of Washington.

///

Page 1 — PLAINTIFF'S ORIGINAL COMPLAINT

Law Firm of James R. Dowell, LLC

5319 SW Westgate Dr. Ste. 120

Portland, Oregon 97221

Jarnesrdowell@jdowell.net

()Mop- 971-7') I -Mifi

Case 3:14-cv-02011-BR Document 1-1 Filed 12/16/14 Page 1 of 42
1 3.

2 At all relevant times Defendant, AMY SPICER ("A. Spicer') is a resident of the

3 County of Multnomah, in the State of Oregon.

4 4.

5 At all relevant times Defendant, MARY LOU SPICER ("M.L. Spicer) is a resident of

6 the County of Multnomah, in the State of Oregon.

7 5.

8 At all relevant times Defendant, JUSTIN SPICER ("J. Spicer') is a resident of

9 Multnomah County, in the State of Oregon.

10 6.

11 At all relevant times Defendant, ANDREW SPICER ("A. Spicer') is a resident of

12 Multnomah County, in the State of Oregon.

13 7.

14 Additionally, Plaintiff is informed and believes and through this information and

15 belief allege that the defendants, and each of them, were the agents, representatives, partners,

16 joint venturers or employees of one another, and that the acts and omissions which form the

17 basis of this Complaint were committed or omitted in the course and scope of said agency,

18 representation, partnership, joint venture or employment; in addition to their individual

19 liability which may also be found herein.

20 8.

21 Plaintiff reserves the right to amend such claims and damages amounts, as they

22 become discovered in the course of this litigation.

23 ///

24 ///

25 1/1

26

Page 2 — PLAINTIFF'S ORIGINAL COMPLAINT

Law Firm of James R. Dowell, LLC

5319 SW Westgate Dr. Ste. 120

Portland, Oregon 97221

Jamesrdowellgdoweltnet

Office: 971-221-2086

Fax 971-249-7209

Case 3:14-cv-02011-BR Document 1-1 Filed 12/16/14 Page 2 of 42
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FIRST CAUSE OF ACTION

(Breach of Duty of Good Faith and Fair Dealing: Michael Spicer)

9.

On or about August of 1997 Spirit Enterprises, Inc. was formed and it purchased the

assets of the Oregon Business, Stan the Hot Water Heater Man. The shareholders of Spirit

Enterprises who purchased those assets were Michael Spicer (M. Spicer") and Randy

Ritmiller ("Ritmiller").

10.

As a part of his administrative duties Michael Spicer was to make general accounting

entries, and compile and provide documents for the preparation of the taxes for the business

and the shareholders. Randy Ritmiller, the other owner and shareholder, was the responsible

managing individual (licensed plumber) and the only licensed and bonded plumbing

contractor for Spirit Enterprises from 1997 through May 2013. On or before January 2008

Michael Spicer entered into and perpetuated a scheme and artifice to defraud Spirit

Enterprises and Randy Ritmiller through, but not limited to (a) fraudulent tax and accounting

entries; (b) nondisclosed and unauthorized personal credit payments; (c) nondisclosed and

unauthorized additional shareholder disbursements to himself; (d) nondisclosed and

unauthorized payments to family members; (e) nondisclosed and unauthorized payments

made to personal creditors of himself and his family members; (f) creating nondisclosed and

unauthorized additional credit card accounts for his family members for their personal

expenses on Spirit Enterprise credit accounts; and (g) nondisclosed and unauthorized

interested party transactions and "loans" to himself from Spirit Enterprise accounts.

11.

On multiple occasions in 2008 through present Michael Spicer made intentional,

material representations and/or omissions to Randy Ritmiller regarding accounting entries

referencing lower owner distribution payments to himself, when in fact there were multiple

additional non-disclosed distributions made payable to Michael Spicer over and above those

Page 3 — PLAINTIFF'S ORIGINAL COMPLAINT

Law Firm of James R. Dowell, LLC

5319 SW Westgate Dr. Ste. 120

Portland, Oregon 97221

Jamesrdowell@jdowell.net

Office: 971-221-2086

Fax: 971-249-7209

Case 3:14-cv-02011-BR Document 1-1 Filed 12/16/14 Page 3 of 42
1 made payable to Mr. Ritmiller. Due to Michael Spicer's mother's (Mary Lou Spicer) status

2 as office manager/bookkeeper, Randy Ritmiller relied upon these misrepresentations and

3 material omissions in accepting the tax documents and what bookkeeping was turned over to

4 him reflecting that shareholder distributions were always made according to the shareholder

5 percentages for both of Spirit's shareholders.

6 12.

7 Additionally, as part of this scheme and artifice to defraud Spirit Enterprises and Mr.

8 Ritmiller from at least 2008 through present, Michael Spicer has claimed and admitted to

9 unauthorized and unapproved interested shareholder loan(s) in contravention of the Bylaws

10 of Spirit Enterprises.

11 13.

12 At no point were these additional distribution payments, or claimed loans referenced

13 above authorized by Randy Ritmiller, and he is the only disinterested shareholder that could

14 have approved such additional disbursement and loans. Additionally and again, due to Mary

15 Lou Spicer's status as office manager for Spirit Enterprises, Randy Ritmiller relied upon these

16 misrepresentations and material omissions made to him by Michael Spicer or Mary Lou

17 Spicer when conducting shareholder business for Spirit Enterprises.

18 14.

19 These multiple shareholder distributions were not disclosed and were intentionally

20 omitted from bookkeeping disclosures to Mr. Ritmiller to whom he owed a fiduciary duty and

21 a duty of loyalty. These duties to Mr. Ritmiller were breached by Michael Spicer due to these

22 multiple omissions and misrepresentations.

23 15.

24 From February of 2008 through 2013 Michael Spicer and Mary Lou Spicer made

25 these representations and/or material omissions of these additional disbursements and

26

Page 4 — PLAINTIFF'S ORIGINAL COMPLAINT

Law Firm of James R Dowell, LLC

5319 SW Westgate Dr. Ste. 120

Portland, Oregon 97221

JamesrdoweIl@jdowell.net

Office: 971-221-2086

Fax 971-249-7209

Case 3:14-cv-02011-BR Document 1-1 Filed 12/16/14 Page 4 of 42
1 unauthorized shareholder personal transactions to Randy Ritmiller via accounting entries

2 referencing at least a portion of such funds as "retained earnings" of the company.

3 16.

4 More specifically, as part of this scheme and artifice to defraud Mr. Ritmiller, from

5 2008 through 2013 Michael Spicer, Amy Spicer and Justin Spicer took several direct,

6 unauthorized payments made payable to themselves in the form of nonbusiness related credit

7 card authorizations and accounts, after referring to them in the physical accounting and

8 bookkeeping records and physical check register as retained earnings, or not reporting them in

9 any respect on the disclosed accounting records.

10 17.

11 Seemingly emboldened by the success of their scheme and artifice to defraud Mr.

12 Ritmiller, Andrew Spicer received the benefit of funds expended on his behalf for fraternity

13 housing at Washington State University, Washington State University tuition payments, and

14 other college related expenses paid for from funds and/or credit of Spirit Enterprises.

15 18.

16 Again, at no point between were the above referenced Washington State Univeristy

17 and college related payments authorized by Randy Ritmiller. Further and again, due to Mary

18 Lou Spicer's status as office manager and Michael Spicer's role as the shareholder in charge

19 of such accounting and administrative duties, Randy Ritmiller was mislead by these

20 misrepresentations and material omissions in believing that he was receiving his proper forty21 nine (49%) shareholder disbursements .

22 19.

23 As a direct result of this scheme and artifice to defraud Spirit Enterprises, economic

24 damages were incurred in an amount to be better proven at trial, but not to exceed One25 Million and No/Cents Dollars ($1,000,000.00). Additionally, per ORS 82.010 Plaintiffs

26

Page 5 — PLAINTIFF'S ORIGINAL COMPLAINT

Law Firm of James R. Dowell, LI.0

5319 SW Westgate Dr. Ste, 120

Portland, Oregon 97221

Jamesrdowell@jdowelLnet

Office: 971-221-2086

Fax: 971-249-7209

Case 3:14-cv-02011-BR Document 1-1 Filed 12/16/14 Page 5 of 42
1 demand that prejudgment interest begin to run on these fraudulently appropriated amounts

2 from the date of misappropriation in the amount of nine-percent (9%) per annum.

3

SECOND CAUSE OF ACTION 4 (Breach of Duty of Full Disclosure: Michael Spicer)

5

20.

6

Plaintiff herein fully incorporates paragraphs 9 through 19 above.

7

21. 8

9 Mr. Ritmiller was owed a duty of full disclosure by Michael Spicer of any interested

10 dealings and funds of Spirit Enterprises being diverted for the personal benefit of Michael

11 Spicer, Amy Spicer, Mary Lou Spicer, Justin Spicer and Andrew Spicer. Mr. Ritmiller was

12 not given full disclosure of these transactions. Accordingly, Mr. Spicer breached his duty to

13

fully disclose such payments for he and his family's personal expenses to Mr. Ritmiller.

14

22.

15

16 As a direct result of this scheme and artifice to defraud Mr. Ritmiller, economic

17 damages were incurred in an amount to be better proven at trial, but not to exceed One18 Million and No/Cents Dollars ($1,000,000). Additionally, per ORS 82.010 Plaintiffs demand

19 that prejudgment interest begin to run on these fraudulently appropriated amounts from the

20

date of misappropriation in the amount of nine-percent (9%) per annum.

21

22 THIRD CAUSE OF ACTION

23 

(Common Law Fraud: Michael Spicer, Mary Lou Spicer)

24 23.

25 Plaintiff herein fully incorporates paragraphs 9 through 19, and 21 through 22 above.

26

Page 6 — PLAINTIFF'S ORIGINAL COMPLAINT

Law Firm of James R Dowell, LLC

5319 SW Westgate Dr. Ste. 120

Portland, Oregon 97221

Jamrdowell@jdoweltnet

Office: 971-221-2086

Fax 971-249-7209

Case 3:14-cv-02011-BR Document 1-1 Filed 12/16/14 Page 6 of 42
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Michael Spicer and Mary Lou Spicer made misrepresentations and material omissions

of equal shareholder disbursements and shareholder income derived from Spirit Enterprises

by Michael Spicer and Randy Ritmiller in their respective 51% to 49% shareholder ownership

stakes in the disclosed accounting and tax documents.

25.

These material misrepresentations and omissions of material fact of such unequal

shareholder disbursements and unequal income derived from Spirit Enterprises by Michael

Spicer made by Mary Lou Spicer and Michael Spicer were intentionally made to induce Mr.

Ritmiller to rely upon such fraudulent, misleading accounting and tax documents in thinking

that he was receiving his proper ownership percentage of the shareholder distributions and

income of Spirit Enterprises.

26.

As a direct result of this scheme and artifice to defraud Mr. Ritmiller, economic

damages were incurred in an amount to be better proven at trial, but not to exceed OneMillion and No/Cents Dollars ($1,000,000.00). Additionally, per ORS 82.010 Plaintiffs

demand that prejudgment interest begin to run on these fraudulently appropriated amounts

from the date of misappropriation in the amount of nine-percent (9%) per annum.

FOURTH CAUSE OF ACTION

(Conversion: Justin Spicer)

27.

Plaintiff herein fully incorporates paragraphs 9 through 19, 21 through 22 and

25 and 26 of the above causes of actions.

Page 7 — PLAINTIFF'S ORIGINAL COMPLAINT

Law Firm of James R Dowell, LLC

5319 SW Westgate Dr. Ste. 120

Portland, Oregon 97221

lamesrdowell@jdoweldnet

Office: 971-221-2086

Pale 971-249-7209

Case 3:14-cv-02011-BR Document 1-1 Filed 12/16/14 Page 7 of 42
1 28.

2 On or about 2009 Michael Spicer's son, Justin Spicer was hired by Spirit Enterprises

3 by and through Michael Spicer to perform general plumbing work for Spirit Enterprises.

4 29.

5 During Justin Spicer's employment with Spirit Enterprises he materially participated

6 in Michael Spicer's scheme and artifice to defraud Spirit Enterprises including, but not

7 limited to making several nonbusiness related purchases for his personal benefit. Therefore,

8 Justin Spicer received the benefit of funds that he knew or should have known was not his to

9 be properly benefiting from, as he was not the rightful owner of such funds.

10 30.

11 As a result of Justin Spicer's participation in this scheme and artifice to defraud and

12 his intent to permanently deprive the rightful owner of the funds and credit he was spending

13 on personal expenses, economic damages were incurred by Mr. Ritmiller in an amount to be

14 better proven at trial, but not to exceed Fifty Thousand and No/Cents Dollars ($50,000).

15 Additionally, per ORS 82.010 Plaintiffs demand that prejudgment interest begin to run on

16 these fraudulently appropriated amounts from the date of misappropriation in the amount of

17 nine-percent (9%) per annum.

18

19

20

FIFTH CAUSE OF ACTION 

(Conversion: Michael Spicer, Mary Lou Spicer,

Amy Spicer, Justin Spicer and Andrew Spicer)

21 31.

22 Plaintiff herein fully incorporates paragraphs 9 through 19, 21 through 22, 25 and 26,

23 and 29 through 30 of the above causes of actions.

24

///

25

///

26

Page 8 — PLAINTIFF'S ORIGINAL COMPLAINT

Law Firm of James R. Dowell, LLC

5319 SW Westgate Dr. Ste. 120

Portland, Oregon 97221

Jamesrdowell@jdowell.net

Office: 971-221-2086

Fax 971-249-7209

Case 3:14-cv-02011-BR Document 1-1 Filed 12/16/14 Page 8 of 42
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Page 9 — PLAINTIFF'S ORIGINAL COMPLAINT

32.

As Spirit Enterprises was the rightful owner of the funds expended through Michael

Spicer's scheme and artifice to defraud the business, and since those funds were spent for the

benefit of Michael Spicer, Amy Spicer, Mary Lou Spicer, Justin Spicer and Andrew Spicer

with the intent to permanently deprive Spirit Enterprises and flowing through to Mr. Ritmiller

of those funds, each of these individuals intentionally meant to permanently convert those

funds for their personal benefit.

33.

As Spirit Enterprises funds were converted by Michael Spicer, Amy Spicer, Mary Lou

Spicer, Justin Spicer and Andrew Spicer they have respectively and/or individually caused

Mr. Ritmiller economic damages in an amount to be better proven at trial, but not to exceed

One Million and No/cents Dollars ($1,000,000). Additionally, per ORS 82.010 Plaintiffs

demand that prejudgment interest begin to run on the worth of these converted amounts from

the date of conversion in the amount of nine-percent (9%) per annum.

SIXTH CAUSE OF ACTION 

(Intentional Infliction of Emotional Distress:

Michael Spicer, Amy Spicer and Mary Lou Spicer)

34.

Plaintiff herein fully incorporates paragraphs 9 through 19, 21 through 22, 25 and 26,

29 through 30, and 34 through 35 of the above causes of actions.

35.

By and through this scheme and artifice to defraud, unjustly enrich and to convert

from Mr. Ritmiller, Michael Spicer, Amy Spicer and Mary Lou Spicer intended to inflict

severe emotional stress on Mr. Ritmiller. Randy Ritmiller actually incurred severe emotional

distress due to Michael Spicer, Amy Spicer and Mary Lou Spicer's intentional acts, and the

Law Firm of Junes R. Dowell, LLC

5319 SW Westgate Dr. Ste. 120

Portland, Oregon 97221

Jamesrdoweljdowell.net

Office: 971-221-2086

Fax: 971-249-7209

Case 3:14-cv-02011-BR Document 1-1 Filed 12/16/14 Page 9 of 42
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entirety of these actions constitute an extraordinary transgression outside the bounds of

socially tolerable conduct.

36.

Due to this intentional infliction of emotional distress upon Randy Ritmiller, he has

incurred economic damages and non-economic damages in an amount to be better proven at

trial, but not to exceed Five Hundred Thousand and No/Cents Dollars ($500,000).

SEVENTH CAUSE OF ACTION 

(Violation of ORS 60.952/Oppressive, Illegal and Fraudulent Acts

by Majority Shareholder: Michael Spicer)

37.

Plaintiff herein fully incorporates paragraphs 9 through 19, 21 through 22, 25 and 26,

29 through 30, and 34 through 35 of the above causes of actions.

38.

After Mr. Ritmiller started asking about his financial concerns with Michael Spicer,

Michael Spicer initiated the removal of Mr. Ritmiller from Spirit Enterprises via oppressive,

and fraudulent means.

39.

Specifically, Michael Spicer terminated Mr. Ritmiller's employment without cause on

or about May 2013, caused illegal tax actions to be innocently filed by Mr. Ritmiller on

multiple occasions starting on or before the tax year 2011, and has defrauded Mr. Ritmiller

via his scheme and artifice to do so via misrepresented, materially omitted accounting records

secreting his illegal interested shareholder transactions and extra income derived from Spirit

Enterprises over and above his rightfully owed fifty-one percent (51%) ownership stake in

Spirit Enterprises since on or before 2008.

///

///

Page 10 — PLAINTIFF'S ORIGINAL, COMPLAINT

Law Finn of James EL Dowell, LLC

l9 SW Westgate Dr. Ste. 120

Portland, Oregon 97221

Samesrdowell@jdowelnet

Office: 971-221-2086

Fax: 971-249-7209

Case 3:14-cv-02011-BR Document 1-1 Filed 12/16/14 Page 10 of 42
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40.

Furthermore, Michael Spicer offered Mr. Ritmiller Four Hundred Thousand and

No/cents Dollars ($400,000) for his share of the business in 2012 and 2013 regardless of the

fact that he and Mr. Ritmiller had decided on or about 2008 that the company was worth

approximately Seven Hundred and Fifty Thousand and No/cents dollars ($750,000) per

shareholder with a total valuated worth of approximately One Million Five Hundred

Thousand and No/cents Dollars ($1,500,000). When Mr. Ritmiller ultimately rejected this

offer, Michael Spicer threatened Mr. Ritmiller with a serious cut in his funds from Spirit

Enterprises and made other derogatory threats, detailing even that Mr. Ritmiller contributed

nothing more than what could be had from a hired licensed plumber and that he was not worth

more than that to the company.

41.

Additionally, Michael Spicer and his wife, Amy Spicer repeatedly communicated and

texted with Mr. Ritmiller and his wife using profane and other derogatory language in an

attempt to demean and belittle Mr. Ritmiller and his wife.

42.

Also and most heinously, Michael Spicer, Amy Spicer and other members of the

Spicer family made payment arrangements for a week-long vacation to Hawaii that was paid

for using Spirit Enterprise funds and credit. The payments and arrangements for his vacation

took place the very week that Mr. Ritmiller and his wife lost their daughter; Whitney Heichel,

a barista in Gresham, Oregon who was kidnapped and murdered and for which a multi-day

search party and manhunt was issued. The vacation that the Spicer family went on just a

couple of weeks later misappropriated additional funds of approximately Thirteen Thousand

and No/cents Dollars ($13,000).

///

///

Page II — PLAINTIFF'S ORIGINAL COMPLAINT

Law Finn of James R Dowell, LLC

5319 SW Westgate Dr. Ste. 120

Portland, Oregon 97221

Jamesrdowelladowelnet

Office: 971-221-2086

Fax 971-249-7209

Case 3:14-cv-02011-BR Document 1-1 Filed 12/16/14 Page 11 of 42
1 43.

2 Due to the oppressive, illegal and fraudulent acts of Michael Spicer, Mr. Ritmiller has

3 suffered economic damages in an amount to be better proved at trial, but not to exceed One4 Million Two Hundred and Fifty Thousand and No/cents Dollars ($1,250,000). Furthermore,

5 Mr. Ritmiller respectfully requests that the court exercise its powers under ORS 60.952 to

6 have Michael Spicer purchase Mr. Ritmiller's shares at a "fair value" of Seven Hundred Fifty

7 Thousand and No/cents Dollars ($750,000) and award an additional amount of Five Hundred

8 Thousand and No/cents dollars ($500,000) in damages for his oppressive, illegal and

9 fraudulent actions taken against Mr. Ritmiller, in addition to any other equitable remedies that

10 the court finds just and equitable for the acts perpetrated against him. Also, per ORS 82.010

11 Plaintiffs demand that prejudgment interest begin to run on the worth of these

12 misappropriated amounts from the date of conversion in the amount of nine-percent (9%) per

13 annum.

EIGHTH CAUSE OF ACTION 14 (Unjust Enrichment: Michael Spicer, Amy Spicer,

15 Mary Lou Spicer, Justin Spicer and Andrew Spicer)

16 44.

17 Plaintiff herein fully incorporates paragraphs 9 through 19, 21 through 22, 25 and 26,

18 29 through 30, 34 through 35 and 38 through 43 of the above causes of actions.

19

45.

20

By and through this scheme and artifice to defraud; convert funds, materials and

21

22 

supplies from Spirit Enterprises; and defame Spirit Enterprises for the benefit of themselves,

23 Michael Spicer, Amy Spicer, Justin Spicer and Mary Lou Spicer have been unjustly enriched

24 by obtaining money and other things of value from Plaintiff without the permission of

25 Plaintiff Specifically including, but not limited to the following: Spirit Enterprises funds

26

were being depleted by their use of Spirit Enterprise credit cards for their own personal

Page 12 — PLAINTIFF'S ORIGINAL COMPLAINT

Law Finn of James R. Dowell, L1X

5319 SW Westgate Dr. Ste. 120

Portland, Oregon 97221

Jamesrdowell@jdowell.net

Office: 971-221-208t5

Fax 971-249-7209

Case 3:14-cv-02011-BR Document 1-1 Filed 12/16/14 Page 12 of 42
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Page 13 — PLAINTIFF'S ORIGINAL COMPLAINT

expenses. There may yet be undiscovered accounts and personal expenses where

misappropriated Spirit Enterprises funds have been diverted for their personal benefit.

46.

By and through this scheme and artifice to defraud, and convert funds from Spirit

Enterprises flowing through to the minority shareholder, Randy Ritmiller ; Michael Spicer,

Amy Spicer, Justin Spicer and Mary Lou Spicer have been unjustly enriched by obtaining

money and other things of value from Plaintiff without the legal right or the permission of

Plaintiff.

47.

Due to this unjust enrichment Plaintiff has been damaged in an amount which shall be

better proven at trial, but in no event shall be less than Five Hundred Thousand and No/cents

Dollars ($500,000). Additionally, per ORS 82.010 Plaintiffs demand that prejudgment

interest begin to run on the worth of these misappropriated amounts from the date of

conversion in the amount of nine-percent (9%) per annum.

NINTH CAUSE OF ACTION 

(Intentional Infliction of Emotional Distress:

Michael Spicer and Amy Spicer)

48.

Plaintiff herein fully incorporates paragraphs 9 through 19, 21 through 22, 25 and 26,

29 through 30, 34 through 35, 38 through 43, and 44 through 47 of the above causes of

actions.

///

///

Law Firm ()flames It Dowell, LI.0

5319 SW Westgate Dr. Ste. 120

Portland, Oregon 97221

Jamesrdowell@jdowellnet

Office: 971-221-2086

Fax: 971-249-7209

Case 3:14-cv-02011-BR Document 1-1 Filed 12/16/14 Page 13 of 42
1 49.

2 By and through this scheme and artifice to defraud, unjustly enrich and convert from,

3 and to defame Spirit Enterprises and its minority shareholder, Randy Ritmiller; Michael

4 Spicer, Amy Spicer and Mary Lou Spicer intended to inflict severe emotional stress on Randy

5 Ritmiller and Lorilei Ritmiller. Randy Ritmiller and Lorilei Ritmiller actually incurred severe

6 emotional distress due to Michael Spicer, Amy Spicer and Mary Lou Spicer's intentional acts

7 by the callous disregard for the emotional and monetary burdens placed upon the Mr.

8 Ritmiller when he and his wife lost their daughter, through the vicious and derogatory texts

9 that included profane language, and the entirety of their actions which constitute an

10 extraordinary transgression outside the bounds of socially tolerable conduct.

11 50.

12 Due to this intentional infliction of emotional distress upon Randy Ritmiller, they

13 have individually and conjunctively incurred economic damages and non-economic damages

14 in an amount to be better proven at trial, but not to exceed Five Hundred Thousand and

15 No/Cents Dollars ($500,000).

16 51.

17 PUNITIVE DAMAGES 

18 Per ORS §31.725 et seq. Plaintiffs hereby give notice that they may seek to amend

19 this Complaint in the future and at the appropriate time to include a claim for punitive

20 damages.

21 Wherefore, Plaintiffs pray for a judgment:

22 (a) awarding Plaintiff economic damages to be proven at trial, which are not to

23 exceed $1,000,000 for Michael Spicer's breach of the duty of good faith and

24 fair dealing;

25 (b) awarding Plaintiff economic damages to be proven at trial, which are not to

26 exceed $1,000,000 for Michael Spicer's breach of the duty of full disclosure;

Page 14 — PLAINTIFF'S ORIGINAL COMPLAINT

Law Finn of James R Dowell, LLC

5319 SW Westgate Dr. Ste 120

Portland, Oregon 97221

Jameardowelladowell net

Office' 971-221-2086

Fax 971-249-7209

Case 3:14-cv-02011-BR Document 1-1 Filed 12/16/14 Page 14 of 42
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Page 15 — PLAINTIFF'S ORIGINAL COMPLAINT

(c) awarding Plaintiff economic damages to be proven at trial, which are not to

exceed $1,000,000 those damages incurred related to scheme and artifice to

defraud Randy Ritmiller as to Michael Spicer and Mary Lou Spicer;

(d) awarding Plaintiffs economic damages to be proven at trial, which are not to

exceed $1,000,000 for those damages related to the conversion of funds for the

benefit of Michael Spicer, Amy Spicer, Justin Spicer and Mary Lou Spicer;

(e) awarding Plaintiffs damages to be proven at trial, which are not to exceed

$500,000 for those damages related to the claim for ORS 60.952 oppressive,

illegal and fraudulent acts over and above ordering Mr. Spicer to pay Mr.

Ritmiller "fair value" for his shares in the company;

(f) awarding Plaintiffs economic damages to be proven at trial, which are not to

exceed $30,000 for those damages related to the conversion of funds for the

benefit of Andrew Spicer;

(g) awarding Plaintiffs damages to be proven at trial, which are not to exceed

$500,000 for Michael Spicer, Amy Spicer and Mary Lou Spicer's intentional

infliction of emotional distress with regard to Randy Ritmiller;

(h) awarding Plaintiffs any and all appropriate and applicable prejudgment interest

per ORS 82.010;

(i) awarding Plaintiffs any and all reasonable costs and disbursements allowable

herein; and

(d) granting such other relief as may be equitable and just.

Respectfully submitted,

James Dowell,

OSB No. 04058

TX Bar No. 24036498

ATTORNEY FOR PLAINTIFF

Law Firm of James R Dowell, LLC

5319 SW Westgate Dr. Ste. 120

Portland, Oregon 97221

Jammelowell@jdowell.net

Office: 971-221-2086

Fax 971-249-7209

Case 3:14-cv-02011-BR Document 1-1 Filed 12/16/14 Page 15 of 42
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Page 1 - First Amended Complaint 

PDXDOCS:2052394.1 241240-0001 MILLER NASH LLP ATTORNEYS AT LAW 

T: (503) 224-5858 | F: (503) 224-0155 

3400 U.S. BANCORP TOWER 

111 S.W. FIFTH AVENUE 

PORTLAND, OREGON 97204 

IN THE CIRCUIT COURT OF THE STATE OF OREGON 

FOR THE COUNTY OF MULTNOMAH 

RANDY RITMILLER, for himself and 

derivatively on behalf of Spirit Enterprises 

of Oregon, Inc., a nominal defendant, 

Plaintiff, 

v. 

MICHAEL SPICER, and SPIRIT 

ENTERPRISES OF OREGON, INC., 

(D/B/A Stan the Hot Water Man), an 

Oregon corporation, 

Defendants, 

Case No. 1306-08821 

FIRST AMENDED COMPLAINT 

JURY TRIAL REQUESTED 

ACTION FOR MINORITY SHAREHOLDER 

OPPRESSION, BREACH OF FIDUCIARY 

DUTY, BREACH OF CONTRACT, FRAUD, 

CONVERSION, UNJUST ENRICHMENT, and 

ACCOUNTING 

CLAIM NOT SUBJECT TO MANDATORY 

ARBITRATION 

CLAIM AMOUNT NOT MORE THAN 

$3,000,000

Plaintiff Randy Ritmiller ("Ritmiller"), directly on his behalf and derivatively on 

behalf of Spirit Enterprises of Oregon, Inc. (the "Company"), asserts the following claims: 

STATEMENT OF THE CASE 

1 

These claims arise out of the discovery by Ritmiller, 49 percent shareholder of the 

Company, that the Company's majority shareholder, Michael Spicer, and his family have 

improperly taken out of the Company hundreds of thousands of dollars in personal expenses, 

extra shareholder distributions, and "loans" over the last several years. The extra distributions 

paid to Michael Spicer amounted to $124,550 just since 2008. The expenses include, but are not 

limited to: 

1. College tuition for one of Michael Spicer's children; 

Case 3:14-cv-02011-BR Document 1-1 Filed 12/16/14 Page 16 of 42
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Page 2 - First Amended Complaint 

PDXDOCS:2052394.1 241240-0001 MILLER NASH LLP ATTORNEYS AT LAW 

T: (503) 224-5858 | F: (503) 224-0155 

3400 U.S. BANCORP TOWER 

111 S.W. FIFTH AVENUE 

PORTLAND, OREGON 97204 

2. Travel to and shopping in Las Vegas; 

3. Travel to and entertainment in Hawaii; 

4. Fraternity fees; 

5. Cosmetic procedures; and 

6. NASCAR experience. 

2 

When Ritmiller raised concerns regarding the operation of the Company, 

Michael Spicer: 

1. Fired Ritmiller; 

2. Unilaterally removed Ritmiller as a director; 

3. Refused and delayed full disclosure of the Company's books and records; 

4. Cut off Ritmiller's salary and benefits; 

5. Reduced or eliminated distributions to Ritmiller (at a time when the 

Company's gross revenues rose from $2.5 million in 2011 to $2.9 million 

in 2013); and 

6. Quadrupled his own salary. 

3 

Ritmiller seeks to correct these abuses and to prevent further harm to both him 

and the Company by bringing claims for minority shareholder oppression under ORS 60.952, 

breach of fiduciary duty, breach of contract, fraud, conversion, unjust enrichment, and 

accounting. Ritmiller seeks damages (plus applicable pre- and post-judgment interest as allowed 

by law) and other relief, including, but not limited to: 

 An order requiring that Michael Spicer be removed as director and officer 

of the Company and that an independent custodian and/or director be 

appointed; 

Case 3:14-cv-02011-BR Document 1-1 Filed 12/16/14 Page 17 of 42
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Page 3 - First Amended Complaint 

PDXDOCS:2052394.1 241240-0001 MILLER NASH LLP ATTORNEYS AT LAW 

T: (503) 224-5858 | F: (503) 224-0155 

3400 U.S. BANCORP TOWER 

111 S.W. FIFTH AVENUE 

PORTLAND, OREGON 97204 

 An order requiring the Company to cease payment of personal expenses 

for Michael Spicer and members of his family; 

 An accounting of the money taken out of the Company by Michael Spicer 

and his family members, whether characterized as income, distributions, 

personal expenses, shareholder loans, or otherwise; 

 An order requiring that improper shareholder loans be documented with a 

payment schedule, appropriate interest, security, and promissory note; 

 An order requiring that the Company make an equalization of distributions 

consistent with the relative ownership of Company shares between 

Michael Spicer and Ritmiller; 

 An order requiring the Company to pay for an appraisal of the 

undiscounted fair value of the shares in the Company; 

 An order requiring the Company to redeem Ritmiller's shares in the 

Company at their undiscounted fair value; 

 Reasonable attorney fees and costs based on the substantial benefits 

realized by the Company through this action; and 

 Appropriate injunctive relief and such other relief as may be just and 

equitable. 

THE PARTIES 

4 

Ritmiller is a resident of Multnomah County in the State of Oregon, was at all 

times a 49 percent shareholder of the Company, and was a director and employee of the 

Company until his termination by Michael Spicer in June 2013. Ritmiller has been a shareholder 

at all times during the actions complained of herein. 

/// 

/// 

Case 3:14-cv-02011-BR Document 1-1 Filed 12/16/14 Page 18 of 42
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Page 4 - First Amended Complaint 

PDXDOCS:2052394.1 241240-0001 MILLER NASH LLP ATTORNEYS AT LAW 

T: (503) 224-5858 | F: (503) 224-0155 

3400 U.S. BANCORP TOWER 

111 S.W. FIFTH AVENUE 

PORTLAND, OREGON 97204 

5 

Defendant Michael Spicer is a resident of Clark County in the State of 

Washington. Michael Spicer owns the other 51 percent of the shares of the Company and 

currently serves as president and director of the Company. 

6 

The Company is now, and at all times has been, a closely held "S" corporation 

organized under the laws of Oregon. Its principal place of business is located in Wood Village, 

Oregon in Multnomah County. The Company provides hot water heating services as "Stan the 

Hot Water Man" in the Portland metropolitan area. To maintain S-corporation status, Scorporations must comply with several requirements, including the requirements that there be 

only one class of stock and that all shareholders receive equal distributions based on their 

percentage of share ownership. 

FACTS COMMON TO ALL CLAIMS 

7 

In 1997, Ritmiller and Michael Spicer purchased the Company for $400,000 from 

Michael Spicer's father. Beginning at that time, Michael Spicer handled administrative duties of 

the Company while Ritmiller was the Company's lead licensed and bonded plumbing contractor. 

8 

From 1998 through 2013, Ritmiller trusted his partner and understood that both 

would treat each other fairly, honestly, and in a manner that protected each shareholder's right to 

participate and benefit equally from their respective ownership of the Company. 

(Personal Expenses) 

9 

In 2013, the tight friendship and trust between Ritmiller and Michael Spicer 

soured when Ritmiller learned that his partner was secretly using substantial amounts of money 

Case 3:14-cv-02011-BR Document 1-1 Filed 12/16/14 Page 19 of 42
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Page 5 - First Amended Complaint 

PDXDOCS:2052394.1 241240-0001 MILLER NASH LLP ATTORNEYS AT LAW 

T: (503) 224-5858 | F: (503) 224-0155 

3400 U.S. BANCORP TOWER 

111 S.W. FIFTH AVENUE 

PORTLAND, OREGON 97204 

from Company accounts to fund his family's lavish lifestyle and to deprive Ritmiller the benefits 

of ownership. 

10 

After independently obtaining and reviewing Company credit card statements in 

or around February 2013, Ritmiller discovered that Michael Spicer had been charging thousands 

of dollars in personal expenses to the Company's credit cards to pay for, among other things, 

vacations, expensive dinners, college tuition, and thousand-dollar personal purchases at various 

stores for the benefit of himself and his family. During 2012 alone, Michael Spicer's personal 

use of the Company credit card amounted to more than $100,000. The amount and timing of 

each payment or charge is ascertained or easily ascertainable from contemporaneous credit card 

account statements and other Company records. 

11 

Examples of the charges Michael Spicer and/or his family members put on the 

Company credit card include: 

a. $6,193.22 in charges to the Bellagio Hotel in Las Vegas, Nevada, in or 

around January 2012, including $3,286.24 to a luxury eyeglasses retailer 

in the hotel; 

b. In excess of $10,000 in charges for travel, hotels, meals, rental cars, and 

entertainment in Hawaii in September and November 2012; 

c. In excess of $10,000 in charges at hotels, resorts, rental cars, and golf 

clubs in and around Palm Desert, California, over the course of multiple 

trips beginning in 2011 at the latest and continuing at least until 2013; 

d. In excess of $30,000 in airfare charges from January 2011 through 

June 2013 alone, often with four or more flights purchased at the same 

time; 

Case 3:14-cv-02011-BR Document 1-1 Filed 12/16/14 Page 20 of 42
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Page 6 - First Amended Complaint 

PDXDOCS:2052394.1 241240-0001 MILLER NASH LLP ATTORNEYS AT LAW 

T: (503) 224-5858 | F: (503) 224-0155 

3400 U.S. BANCORP TOWER 

111 S.W. FIFTH AVENUE 

PORTLAND, OREGON 97204 

e. $2,253.45 in charges at the Nordstrom clothing store in or around May and 

June 2012; 

f. $1,117 in charges to the True Religion clothing store in or around 

December 2011; 

g. $998 in charges to the Richard Petty Driving School in or around 

December 2011; 

h. $1,808 in total charges to The Waldorf Center for Plastic Surgery in or 

around February and May 2012; and, 

i. In excess of $35,000 in tuition, fraternity fees, and other costs at 

Washington State University beginning in 2011 and continuing at least 

through March 2013. 

12 

Michael Spicer's personal use of Company funds extended beyond the Company's 

credit card and the Company's checking account. For instance, the Company's check ledgers 

reflect a payment of more than $24,000 in connection with Michael Spicer's life insurance 

policy. The amount and timing of each payment is ascertained or easily ascertainable from 

contemporaneous checking account statements, Company ledgers, and other Company records. 

(Unbalanced Distributions and Shareholder Loans)

13 

On multiple occasions Michael Spicer received payments from the Company 

characterized as 51 percent distributions that were not accompanied by 49 percent distributions 

to Ritmiller. Just since 2008, the Company made the following distributions to Michael Spicer 

without accompanying distributions to Ritmiller: 

 $40,400 in payments recorded in the Company's ledgers as "51% 

Dist[ributions]" in 2008; 

 $20,400 in such payments in 2009; 

Case 3:14-cv-02011-BR Document 1-1 Filed 12/16/14 Page 21 of 42
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Page 7 - First Amended Complaint 

PDXDOCS:2052394.1 241240-0001 MILLER NASH LLP ATTORNEYS AT LAW 

T: (503) 224-5858 | F: (503) 224-0155 

3400 U.S. BANCORP TOWER 

111 S.W. FIFTH AVENUE 

PORTLAND, OREGON 97204 

 $30,600 in such payments in 2010; and 

 $33,150 in such payments in 2011. 

14 

The Company's records reflect that these improper distributions may have been 

converted into shareholder loans. As of December 31, 2013, the Company records reflected that 

Michael Spicer’s shareholder loans amounted to $260,096. However characterized, these 

unilateral and unbalanced payments deprive Ritmiller of the full benefits of his 49 percent 

ownership share in the Company, violate the Company's Articles and Bylaws ("Bylaws") 

(Article VII), and potentially jeopardize the Company's status as an S-corporation. 

15 

The personal expense payments, loans, and unequal distributions to 

Michael Spicer are improper because: 

 Michael Spicer was interested in and personally benefited from each such 

payment, loan, or distribution; 

 Michael Spicer consequently had an obvious conflict of interest in 

connection with each such payment, which he caused, approved, or 

otherwise knowingly permitted. 

 The payments, loans, and distributions were not approved by Ritmiller, as 

holder of the majority of votes excluding those of Michael Spicer; 

 The Company's Board of Directors did not determine that the payments, 

loans, and distributions benefitted the Company; 

 The Company's Board of Directors did not approve the payments, loans, 

and distributions; 

 The loans and personal expenses serve no legitimate business purpose; 

 There is no promissory note or commitment to repay the amounts loaned; 

 The loans carry inadequate or no rate of interest; 

Case 3:14-cv-02011-BR Document 1-1 Filed 12/16/14 Page 22 of 42
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Page 8 - First Amended Complaint 

PDXDOCS:2052394.1 241240-0001 MILLER NASH LLP ATTORNEYS AT LAW 

T: (503) 224-5858 | F: (503) 224-0155 

3400 U.S. BANCORP TOWER 

111 S.W. FIFTH AVENUE 

PORTLAND, OREGON 97204 

 The loans are not secured; 

 The payments, loans, and distributions are unequal and deprive Ritmiller 

of the rights and benefits of a 49 percent shareholder; and 

 The payments and loans are not fair to the Company. 

16 

According to records received, not one dollar of the amounts taken by 

Michael Spicer since at least 2008 (and presumably earlier) has been repaid. 

(Discovery) 

17 

Michael Spicer represented to Ritmiller and assured him that both shareholders 

would be treated equally relative to their ownership interests in the Company, and that neither 

Michael Spicer nor his family would take substantial and disproportionate amounts of money out 

of the Company for personal purposes through credit card use, distributions, or otherwise. 

Ritmiller relied on and trusted Michael Spicer to honor these promises. 

18 

Material facts relating to personal expenses paid on behalf of Michael Spicer and 

his family by the Company, unequal shareholder distributions, and shareholder loans to 

Michael Spicer were concealed and continue to be withheld from Ritmiller as 49 percent 

shareholder and, previously, as director. 

19 

It was not until around February 2013 that Ritmiller independently obtained 

excerpts of the Company's ledgers and bank account records detailing the extra shareholder 

distributions to Michael Spicer and the personal expenses incurred on the Company's credit cards 

by Michael Spicer and his family members. Prior to this discovery in 2013, Ritmiller was 

unaware of the abuses alleged herein. 

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Page 9 - First Amended Complaint 

PDXDOCS:2052394.1 241240-0001 MILLER NASH LLP ATTORNEYS AT LAW 

T: (503) 224-5858 | F: (503) 224-0155 

3400 U.S. BANCORP TOWER 

111 S.W. FIFTH AVENUE 

PORTLAND, OREGON 97204 

(Squeeze Out of Ritmiller)

20 

After Ritmiller raised concerns about the Company's operations to 

Michael Spicer, Michael Spicer swiftly excluded Ritmiller from the Company's operations. On 

or about May 2013, Michael Spicer suspended Ritmiller's employment without cause. 

Michael Spicer locked Ritmiller out of the Company's offices, denied Ritmiller full disclosure of 

the Company's financials, and even had Ritmiller's van (which contained his personal equipment 

and wedding ring) taken from him. In June 2013, Michael Spicer terminated Ritmiller without 

cause. 

21 

At the time of his termination without cause, Ritmiller's salary with the Company 

was $30,000 per year, and Ritmiller received health insurance from the Company for himself and 

his family. 

22 

Soon after Ritmiller's ouster, the Company noticed a special shareholders meeting 

for June 20, 2013, for the purpose of "[r]emov[ing] members of the Board of Directors of the 

Company" and "[e]lect[ing] members of the Board of Directors of the Company." Ritmiller was 

removed as director of the Company and Michael Spicer, as the remaining director, then selected 

his wife, Amelia Spicer, to replace Ritmiller as director of the Company. 

23 

The following month, Michael Spicer quadrupled his own salary with the 

Company, increasing it by $90,000 to $120,000, not including his personal use of Company 

funds and other benefits. 

24 

As of 2014, there are no fewer than seven members of the Spicer family on the 

Company's payroll. 

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Page 10 - First Amended Complaint 

PDXDOCS:2052394.1 241240-0001 MILLER NASH LLP ATTORNEYS AT LAW 

T: (503) 224-5858 | F: (503) 224-0155 

3400 U.S. BANCORP TOWER 

111 S.W. FIFTH AVENUE 

PORTLAND, OREGON 97204 

25 

In 2013, the Company had sufficient earnings to make additional distributions. 

Despite a growth in the Company's total income from $2.5 million in 2011 to $2.9 million in 

2013, and the Company's cash position more than tripling from $47,189 to $152,868, the 

Company reduced distributions to Ritmiller in 2013 by approximately 60 percent. This 

significant reduction further impaired Ritmiller's finances, which were already subject to a tax 

lien of $111,995.86. 

26 

At this time, Michael Spicer and Ritmiller were discussing the possible sale of 

Ritmiller's shares in the Company. Michael Spicer's termination of Ritmiller's salary and 

significant reduction in shareholder distributions was intended to pressure Ritmiller to sell his 

shares at a reduced value. 

(Lack of Full Disclosure) 

27 

During all relevant times, Michael Spicer has exercised control over the 

Company's financial and accounting records. Since around April 2013, Ritmiller has made 

several shareholder demands for access to the Company's records. Ritmiller finally received 

productions of some, but not all, of the documents requested in July, August, and October 2014. 

These productions have revealed even more improper personal use of Company funds and 

unequal distributions. 

28 

The records received by Ritmiller have been inconsistent, creating serious 

questions concerning treatment of personal expenses, loans, and distributions. For instance, it 

remains unclear which personal expenses are treated as shareholder loans or distributions. 

Likewise, it is not readily apparent how all payments to Michael Spicer recorded in the 

Case 3:14-cv-02011-BR Document 1-1 Filed 12/16/14 Page 25 of 42
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Page 11 - First Amended Complaint 

PDXDOCS:2052394.1 241240-0001 MILLER NASH LLP ATTORNEYS AT LAW 

T: (503) 224-5858 | F: (503) 224-0155 

3400 U.S. BANCORP TOWER 

111 S.W. FIFTH AVENUE 

PORTLAND, OREGON 97204 

Company's ledgers as "51% Dist[ributions]" have been treated. Examples of these 

inconsistencies include the following: 

 Personal credit card expenses were not recorded as either shareholder 

distributions or shareholder loans until 2013. 

 The personal credit card expenses that were treated as loans in 2013 are 

unspecified and do not capture the full amount of personal spending that 

occurred in 2013 or any of the personal spending that occurred in previous 

years. 

 Interest on the shareholder loans was not charged until 2010. Company 

records reflect that Michael Spicer was charged an interest rate of 

2.38 percent, while Mr. Ritmiller was charged 3.27 percent. Other 

records reflect different interest rates. 

 Despite payments from the Company to Michael Spicer being 

characterized in the Company ledgers as "51% Dist[ributions]" and 

payments from the Company to Randy Ritmiller being characterized in the 

Company ledgers as "49% Dist[ributions]," payments to Michael Spicer 

amounted to far in excess of 51 percent of such payments and payments to 

Ritmiller amounted to far short of 49 percent of such payments. 

29 

In addition, Ritmiller has not received Company records that would reflect 

personal expenses, distributions, loans, or other payments that occurred before 2008, and he has 

not received sufficient documentation to confirm the full extent and nature of personal spending 

that occurred from 1998 to present. The true extent to which Company funds have been 

misappropriated therefore remains unknown. 

/// 

/// 

Case 3:14-cv-02011-BR Document 1-1 Filed 12/16/14 Page 26 of 42
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Page 12 - First Amended Complaint 

PDXDOCS:2052394.1 241240-0001 MILLER NASH LLP ATTORNEYS AT LAW 

T: (503) 224-5858 | F: (503) 224-0155 

3400 U.S. BANCORP TOWER 

111 S.W. FIFTH AVENUE 

PORTLAND, OREGON 97204 

(Demand Futility) 

30 

A formal demand on the Company to account for and rectify these improper acts 

would be futile because (1) the current directors were beneficiaries of the personal expenditures, 

unequal distributions, and improper loans, and therefore could not be disinterested or 

independent for purposes of responding to a demand; (2) there are no disinterested or 

independent directors; and (3) none of the abuses giving rise to this action served a legitimate 

business purpose. The directors and counsel for the Company have been on notice of these 

wrongs since the filing of the initial Complaint in this action in June 2013, in addition to 

numerous communications to the board since. No corrective action has been taken. 

FIRST CLAIM FOR RELIEF 

(Breach of Fiduciary Duty—Derivative Claim) 

31 

Ritmiller realleges and incorporates by reference paragraphs 1 through 30 above. 

32 

At all relevant times Michael Spicer, as director and officer of the Company, has 

owed (and continues to owe) the Company the fiduciary duty of care, loyalty, and to act in good 

faith and in a manner he reasonably believes to be in the best interests of the Company and its 

shareholders. 

33 

As alleged above, Michael Spicer has breached his fiduciary duties and wasted 

corporate assets through a widespread and continuous misuse of Company assets. The abuses 

alleged above did not serve legitimate business purposes, were not fair to the Company, and 

were plagued by Michael Spicer’s obvious conflicts of interest. These abuses included: 

 Making or approving the expenditure of Company funds for personal 

purposes; 

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Page 13 - First Amended Complaint 

PDXDOCS:2052394.1 241240-0001 MILLER NASH LLP ATTORNEYS AT LAW 

T: (503) 224-5858 | F: (503) 224-0155 

3400 U.S. BANCORP TOWER 

111 S.W. FIFTH AVENUE 

PORTLAND, OREGON 97204 

 Making or approving payments from the Company to himself 

characterized as "51% Dist[ributions]" that were not accompanied by 

49 percent distributions to Ritmiller; 

 Unilaterally taking unapproved, unfair, and undocumented loans from the 

Company without any security, adequate interest, or commitment to 

repayment; and 

 Quadrupling his salary from $30,000 to $120,000 in 2013. 

34 

The Company has sustained monetary damages in an amount to be proven at trial 

as a result of these abuses. 

35 

The Company further has no adequate remedy at law to fully correct and protect it 

against the abuses alleged above. The court should order such equitable relief as is necessary to 

protect the Company, including, but not limited to: 

 An order requiring the Company to cease payment of personal expenses 

for defendant Michael Spicer and his family members; 

 An accounting of the personal expenses, extra distributions, and 

undocumented and unapproved loans to Michael Spicer; 

 To the extent amounts taken from the Company are not repaid through a 

damages award in favor of the Company, an order requiring 

Michael Spicer to execute a promissory note that provides a secured 

commitment to repay such amounts to the Company according to an 

appropriate repayment schedule that includes interest that has accrued 

since the date the funds were taken from the Company until repaid; and 

 An order requiring that Michael Spicer be removed as director and officer 

of the Company and that an independent custodian be appointed. 

Case 3:14-cv-02011-BR Document 1-1 Filed 12/16/14 Page 28 of 42
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Page 14 - First Amended Complaint 

PDXDOCS:2052394.1 241240-0001 MILLER NASH LLP ATTORNEYS AT LAW 

T: (503) 224-5858 | F: (503) 224-0155 

3400 U.S. BANCORP TOWER 

111 S.W. FIFTH AVENUE 

PORTLAND, OREGON 97204 

36 

Ritmiller further seeks an award of reasonable attorney fees and costs based on 

the substantial benefits to be realized by the Company through this action. 

37 

Pursuant to ORS 31.725 et seq., Ritmiller hereby gives notice that he may seek to 

amend this Complaint in the future and at the appropriate time to include a claim for punitive 

damages. 

SECOND CLAIM FOR RELIEF 

(Minority Shareholder Oppression—Direct Claim) 

38 

Ritmiller realleges and incorporates by reference paragraphs 1 through 37 above. 

39 

As majority shareholder in the Company, a closely held S-corporation, 

Michael Spicer owes Ritmiller the fiduciary duties of loyalty, good faith, fair dealing, and full 

disclosure. 

40 

Beginning in 2008 at the latest, Michael Spicer made personal charges and 

payments on Company credit card and checking accounts as detailed above, including, but not 

limited to expenses for: vacations, entertainment, personal vehicles, cosmetic procedures, 

college tuition, fraternity fees, and personal clothing. 

41 

Beginning in 2008 at the latest, the Company has on multiple occasions made 

distributions to Michael Spicer as 51 percent shareholder that were not accompanied by 

distributions to Ritmiller as 49 percent shareholder—distributions that deprive Ritmiller full 

benefits of his 49 percent ownership share of the Company and that potentially jeopardize the 

Case 3:14-cv-02011-BR Document 1-1 Filed 12/16/14 Page 29 of 42
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Page 15 - First Amended Complaint 

PDXDOCS:2052394.1 241240-0001 MILLER NASH LLP ATTORNEYS AT LAW 

T: (503) 224-5858 | F: (503) 224-0155 

3400 U.S. BANCORP TOWER 

111 S.W. FIFTH AVENUE 

PORTLAND, OREGON 97204 

Company's S-corporation status and that violate the Bylaws (Article VII) and Oregon statute 

(ORS 60.154). 

42 

Since 2007 at the latest, the Company has loaned Michael Spicer at least 

$260,096 for which no security was required, no promissory note was issued, and no applicable 

rate of interest was contemporaneously set. Ritmiller, as holder of the majority of votes 

excluding those of Michael Spicer, did not give approval to the loans, nor did the Company's 

Board of Directors determine that the loans benefitted the Company and approve such loans, as 

required by Oregon statute (ORS 60.364). To date, there is no record of Michael Spicer repaying 

such loans. 

43 

The payment of personal expenses, the issuance of shareholder loans that were 

not properly approved or documented, and the payment of distributions to one shareholder but 

not the other variously violated the Company's Articles and Bylaws (e.g., Bylaws Article VI, § 2; 

Article VII; Article X), as well as the relevant statutory provisions (e.g., ORS 60.357, 60.361, 

60.364, 60.367, 60.374, 60.377). 

44 

As majority shareholder in control of the Company, Michael Spicer intentionally 

misled, took unfair advantage of, and oppressed Ritmiller by: 

 Making or approving the expenditure of Company funds for personal 

purposes; 

 Making or approving payments from the Company to himself 

characterized as "51% Dist[ributions]" that were not accompanied by 

49 percent distributions to Ritmiller; 

 Unilaterally taking unapproved, unfair, and undocumented loans from the 

Company; 

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Page 16 - First Amended Complaint 

PDXDOCS:2052394.1 241240-0001 MILLER NASH LLP ATTORNEYS AT LAW 

T: (503) 224-5858 | F: (503) 224-0155 

3400 U.S. BANCORP TOWER 

111 S.W. FIFTH AVENUE 

PORTLAND, OREGON 97204 

 Terminating the employment and directorship of Ritmiller without cause; 

 Locking Ritmiller out of the business; 

 Denying Ritmiller full disclosure of the Company's financials; 

 Significantly decreasing the Company's shareholder distributions; 

 Quadrupling his own salary; and 

 Taking many of these actions while negotiating for the purchase of 

Ritmiller's shares in the Company. 

45 

These actions, which violated Michael Spicer's fiduciary duties to Ritmiller, were 

oppressive under ORS 60.661, ORS 60.952, and the Oregon common law. 

46 

Ritmiller has no adequate remedy at law to redress the full extent of the harm he 

has sustained and continues to sustain as a result of Michael Spicer’s oppressive conduct. 

Accordingly, pursuant to ORS 60.952 seeks the following relief: 

 An order requiring the Company to cease payment of personal expenses 

for Michael Spicer and members of his family; 

 The removal of Michael Spicer as director and officer of the Company; 

 The appointment of an independent custodian to manage the business and 

affairs of the Company (ORS 60.952(2)(f)) and/or the appointment of an 

independent provisional director (ORS 60.952(2)(g)); 

 An accounting of the money taken out of the Company by Michael Spicer 

and his family members, whether characterized as income, distributions, 

personal expenses, shareholder loans, or otherwise (ORS 60.952(2)(3)); 

 An equalization of distributions with appropriate interest that has accrued 

since each improper distribution (ORS 60.952(2)(i)); 

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Page 17 - First Amended Complaint 

PDXDOCS:2052394.1 241240-0001 MILLER NASH LLP ATTORNEYS AT LAW 

T: (503) 224-5858 | F: (503) 224-0155 

3400 U.S. BANCORP TOWER 

111 S.W. FIFTH AVENUE 

PORTLAND, OREGON 97204 

 An order requiring that improper shareholder loans be documented with a 

payment schedule, appropriate interest, security, and promissory note; 

 An order requiring an appraisal of the undiscounted fair value of the 

shares in the Company; 

 An order requiring the purchase or redemption of Ritmiller's shares in the 

Company at their undiscounted fair value (ORS 60.952(2)(k)); 

 Damages in an amount to be proven at trial, including prejudgment 

interest; 

 Reasonable attorney fees and costs based on the substantial benefits 

realized by the Company through this action; and 

 Appropriate injunctive relief and such other relief as may be just and 

equitable. 

47 

Pursuant to ORS 31.725 et seq., Ritmiller hereby gives notice that he may seek to 

amend this Complaint in the future and at the appropriate time to include a claim for punitive 

damages. 

THIRD CLAIM FOR RELIEF 

(Breach of Fiduciary Duty—Direct Claim) 

48 

Ritmiller realleges and incorporates by reference paragraphs 1 through 47 above. 

49 

At all relevant times Michael Spicer has owed (and continues to owe) fiduciary 

duties of loyalty, good faith, fair dealing, and full disclosure to Ritmiller as minority shareholder 

of the Company. 

/// 

/// 

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Page 18 - First Amended Complaint 

PDXDOCS:2052394.1 241240-0001 MILLER NASH LLP ATTORNEYS AT LAW 

T: (503) 224-5858 | F: (503) 224-0155 

3400 U.S. BANCORP TOWER 

111 S.W. FIFTH AVENUE 

PORTLAND, OREGON 97204 

50 

As alleged above, Michael Spicer has breached these fiduciary duties owed to 

Ritmiller by: 

 Making or approving the expenditure of Company funds for personal 

purposes; 

 Making or approving payments from the Company to himself 

characterized as "51% Dist[ributions]" that were not accompanied by 

49 percent distributions to Ritmiller; 

 Unilaterally taking unapproved, unfair, and undocumented loans from the 

Company; 

 Terminating the employment and directorship of Ritmiller without cause; 

 Locking Ritmiller out of the business; 

 Denying Ritmiller full disclosure of the Company's financials; 

 Significantly decreasing the Company's shareholder distributions; 

 Quadrupling his own salary; and 

 Taking many of these actions while negotiating for the purchase of 

Ritmiller's shares in the Company. 

51 

As a result of Michael Spicer's breaches of his fiduciary duties owed to Ritmiller, 

Ritmiller was damaged in an amount to be proved at trial for which he is entitled to an award of 

damages, including damages in the amount of a 49 percent distribution calculated based on 

treatment of Michael Spicer's extra distributions, undocumented and unapproved loans, and 

personal expenses as 51 percent distributions to Michael Spicer. 

52 

Ritmiller has no adequate remedy at law to protect against Michael Spicer’s abuse 

of his control over the Company, Michael Spicer’s misappropriation of Company assets, or the 

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Page 19 - First Amended Complaint 

PDXDOCS:2052394.1 241240-0001 MILLER NASH LLP ATTORNEYS AT LAW 

T: (503) 224-5858 | F: (503) 224-0155 

3400 U.S. BANCORP TOWER 

111 S.W. FIFTH AVENUE 

PORTLAND, OREGON 97204 

harm caused by depriving Ritmiller of his right to participate in and benefit from his ownership 

in the Company. The court should order such relief as is necessary to redress these wrongs, 

including: 

 The removal of Michael Spicer as director and officer of the Company; 

 The appointment of an independent custodian to manage the business and 

affairs of the Company and/or the appointment of an independent 

provisional director; 

 An accounting of the personal expenses, extra distributions, and 

undocumented and unapproved loans to Michael Spicer; and, 

 An equalization of distributions. 

53 

Pursuant ORS 31.725 et seq., Ritmiller hereby gives notice that he may seek to 

amend this Complaint in the future and at the appropriate time to include a claim for punitive 

damages. 

FOURTH CLAIM FOR RELIEF 

(Breach of Contract—Direct Claim) 

54 

Ritmiller realleges and incorporates by reference paragraphs 1 through 53 above. 

55 

Michael Spicer and Ritmiller agreed that each shareholder would receive equal 

benefits from the Company consistent with their respective ownership and that any personal 

spending of Company funds would be limited in amount and equal. The agreement is a valid 

contract that is binding on Michael Spicer and contains an implied covenant of good faith and 

fair dealing. 

/// 

/// 

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Page 20 - First Amended Complaint 

PDXDOCS:2052394.1 241240-0001 MILLER NASH LLP ATTORNEYS AT LAW 

T: (503) 224-5858 | F: (503) 224-0155 

3400 U.S. BANCORP TOWER 

111 S.W. FIFTH AVENUE 

PORTLAND, OREGON 97204 

56 

As alleged above, Michael Spicer breached his implied covenant of good faith 

and fair dealing by: 

 Causing the Company to pay substantial and significantly disproportionate 

personal expenses that benefit only Michael Spicer and/or his family; 

 Causing the Company to pay himself distributions that were not 

accompanied by 49 percent distributions to Ritmiller; 

 Unilaterally taking unapproved, unfair, and undocumented loans from the 

Company without any protections or assurance of repayment; 

 Terminating Ritmiller’s employment and health insurance; 

 Significantly decreasing the amount of shareholder distributions; 

 Quadrupling his own salary; and 

 Taking many of these actions while negotiating for the purchase of 

Ritmiller's shares in the Company. 

57 

As a result of Michael Spicer's breach of contract, Ritmiller was damaged in an 

amount to be proved at trial for which he is entitled to an award of damages, including damages 

in the amount of a 49 percent distribution calculated based on treatment of Michael Spicer's extra 

distributions, undocumented and unapproved loans, and personal expenses as 51 percent 

distributions to Michael Spicer. 

FIFTH CLAIM FOR RELIEF 

(Fraud—Direct Claim) 

58 

Ritmiller realleges and incorporates by reference paragraphs 1 through 57 above. 

/// 

/// 

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Page 21 - First Amended Complaint 

PDXDOCS:2052394.1 241240-0001 MILLER NASH LLP ATTORNEYS AT LAW 

T: (503) 224-5858 | F: (503) 224-0155 

3400 U.S. BANCORP TOWER 

111 S.W. FIFTH AVENUE 

PORTLAND, OREGON 97204 

59 

As alleged above, Michael Spicer made the following representations to Ritmiller 

when they formed the Company and at various times during their relationship as partners and 

shareholders from 1998 through 2012, including conversations that occurred at the Company’s 

offices, while working on service calls or installations, and during rounds of golf: 

 That each shareholder was receiving and would receive equal benefits 

from the Company consistent with their respective ownership; 

 That any personal spending of Company funds would be limited in 

amount and equal. 

 That neither Michael Spicer nor his family were using or would use 

Company funds for their personal benefit in amounts that were 

significantly disproportionate to amounts spent by Ritmiller; 

 That each time Michael Spicer took a distribution Ritmiller was receiving 

and would receive a corresponding distribution; and 

 That Michael Spicer and his family were managing and would manage 

the Company’s finances and bookkeeping in a manner that ensured such 

equal treatment. 

60 

Michael Spicer intended for Ritmiller to rely on these representations and either 

knew they were false when made or made them with reckless disregard of the truth. Ritmiller 

justifiably relied on Michael Spicer’s representations and entrusted Michael Spicer and other 

members of Michael Spicer’s family with the bookkeeping and financial affairs of the Company. 

61 

Michael Spicer intentionally concealed and failed to disclose to Ritmiller material 

facts, including the following: 

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Page 22 - First Amended Complaint 

PDXDOCS:2052394.1 241240-0001 MILLER NASH LLP ATTORNEYS AT LAW 

T: (503) 224-5858 | F: (503) 224-0155 

3400 U.S. BANCORP TOWER 

111 S.W. FIFTH AVENUE 

PORTLAND, OREGON 97204 

 Michael Spicer and his family were using substantial and significantly 

disproportionate amounts of Company funds for personal purposes as 

detailed above; 

 Michael Spicer was taking distributions without corresponding 

distributions to Ritmiller; 

 Michael Spicer was taking loans without any commitment for repayment, 

security, or adequate interest; and 

 Ritmiller was not receiving equal benefits consistent with his ownership in 

the Company. 

62 

The full extent and nature of the concealed abuses remains unknown due to the 

Company’s inconsistent and incomplete accounting, in addition to the lack of complete 

documentation and information from the Company. 

63 

As a result of Michael Spicer’s promises, representations, and fiduciary duties, he 

had a duty to disclose the material facts alleged above to Ritmiller. 

64 

Michael Spicer intended that Ritmiller would rely to his detriment on these 

representations and omissions. Ritmiller did, in fact, rely on Michael Spicer's representations 

and omissions. 

65 

As a result of Michael Spicer's fraudulent representations and omissions, Ritmiller 

was damaged in an amount to be proved at trial for which he is entitled to an award of damages, 

including damages in the amount of a 49 percent distribution calculated based on treatment of 

Michael Spicer's extra distributions, undocumented and unapproved loans, and personal 

expenses as 51 percent distributions to Michael Spicer. 

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Page 23 - First Amended Complaint 

PDXDOCS:2052394.1 241240-0001 MILLER NASH LLP ATTORNEYS AT LAW 

T: (503) 224-5858 | F: (503) 224-0155 

3400 U.S. BANCORP TOWER 

111 S.W. FIFTH AVENUE 

PORTLAND, OREGON 97204 

66 

Pursuant to ORS 31.725 et seq., Ritmiller hereby gives notice that he may seek to 

amend this Complaint in the future and at the appropriate time to include a claim for punitive 

damages. 

SIXTH CLAIM FOR RELIEF 

(Conversion—Derivative Claim) 

67 

Ritmiller realleges and incorporates by reference paragraphs 1 through 66 above. 

68 

As alleged above, Michael Spicer has misappropriated Company funds through 

the use of Company credit cards, access to Company bank accounts, unilateral “loans” with no 

promise of repayment, and improper distributions. 

69 

The Company was and is the rightful owner of these funds. 

70 

The Company has sustained damage in an amount to be proven at trial as a result 

of Michael Spicer’s conversion of Company funds, including the total amount of funds 

improperly taken and interest that has accrued since each such conversion. 

71 

Ritmiller further seeks an award of reasonable attorney fees and costs based on 

the substantial benefits to be realized by the Company through this action. 

SEVENTH CLAIM FOR RELIEF 

(Unjust Enrichment—Derivative Claim) 

72 

Ritmiller realleges and incorporates by reference paragraphs 1 through 71 above. 

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Page 24 - First Amended Complaint 

PDXDOCS:2052394.1 241240-0001 MILLER NASH LLP ATTORNEYS AT LAW 

T: (503) 224-5858 | F: (503) 224-0155 

3400 U.S. BANCORP TOWER 

111 S.W. FIFTH AVENUE 

PORTLAND, OREGON 97204 

73 

Michael Spicer abused his control over the Company by causing it to improperly 

divert substantial Company funds to pay personal expenses, a $120,000 salary, improper 

distributions, and “loans” that lacked security, interest, and any commitment of repayment. The 

substantial amount of Company funds that were diverted to Michael Spicer constitute a benefit 

that has been conferred by the Company. 

74 

It would be unjust to allow defendant Michael Spicer to retain such benefits 

without requiring repayment with interest. 

75 

As a result of Michael Spicer’s unjust enrichment, the Company has been 

damaged in an amount that will be proven at trial. The Company has no adequate remedy at law 

to prevent defendant Michael Spicer from improperly causing the Company to continue to make 

personal charges and payments of the kind detailed above, and by failing to recover amounts 

loaned to shareholders. The court should order such equitable relief as is necessary to prohibit 

such personal charges and payments to protect the Company. 

76 

Ritmiller further seeks an award of reasonable attorney fees and costs based on 

the substantial benefits to be realized by the Company through this action. 

EIGHTH CLAIM FOR RELIEF 

(Accounting) 

77 

Ritmiller realleges and incorporates by reference paragraphs 1 through 76 above. 

78 

During all relevant times, Michael Spicer has exercised control over the 

Company's financial and accounting records. 

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Page 25 - First Amended Complaint 

PDXDOCS:2052394.1 241240-0001 MILLER NASH LLP ATTORNEYS AT LAW 

T: (503) 224-5858 | F: (503) 224-0155 

3400 U.S. BANCORP TOWER 

111 S.W. FIFTH AVENUE 

PORTLAND, OREGON 97204 

79 

As alleged above, the records received have been incomplete and inconsistent, 

creating serious questions concerning the full amount Company funds that have been 

misappropriated and how the Company treated personal expenses, loans, and distributions. For 

instance, it remains unclear what personal expenses have been treated as shareholder loans or 

distributions and whether and how unequal distributions were properly converted into loans. 

80 

On behalf of the Company and himself, Ritmiller seeks an order requiring an 

accounting, including the preparation of audited financial statements and a complete accounting 

of all Company funds that have been diverted to Michael Spicer or others for personal benefit 

though credit card payments, distributions, loans, or otherwise. Such an accounting is necessary 

to ensure that the Company’s interests and assets are protected and that it maintains its SCorporation status. 

PRAYER FOR RELIEF 

WHEREFORE, Ritmiller prays for the following relief: 

1. An award of damages in favor of the Company in an amount to be proven 

at trial, plus applicable pre-and post-judgment interest as allowed by law on amounts ascertained 

or easily ascertainable from Company records; 

2. The removal of Michael Spicer as director and officer of the Company; 

3. The appointment of an independent custodian to manage the business and 

affairs of the Company and/or the appointment of an independent provisional director; 

4. An order prohibiting the use of Company funds for personal purposes; 

5. An accounting; 

6. An order requiring that all outstanding shareholder loans be documented 

with a payment schedule, appropriate interest, security, and promissory note; 

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Page 26 - First Amended Complaint 

PDXDOCS:2052394.1 241240-0001 MILLER NASH LLP ATTORNEYS AT LAW 

T: (503) 224-5858 | F: (503) 224-0155 

3400 U.S. BANCORP TOWER 

111 S.W. FIFTH AVENUE 

PORTLAND, OREGON 97204 

7. An award of damages in favor of Ritmiller in an amount to be proven at 

trial, plus applicable pre-and post-judgment interest as allowed by law on amounts ascertained or 

easily ascertainable from Company records; 

8. An order requiring the equalization of distributions with accrued interest; 

9. To the extent not inconsistent with other relief awarded to the Company or 

Ritmiller, an order requiring Michael Spicer to pay Ritmiller 49% of the amount of Company 

funds that he misappropriated, plus interest; 

10. Pursuant to ORS 60.952(2), an order requiring an appraisal of the 

undiscounted fair value of Ritmiller’s shares and the purchase or redemption of Ritmiller’s 

shares at their undiscounted fair value; 

11. An award of reasonable attorney fees and costs based on the substantial 

benefits realized by the Company through this action; and 

12. Appropriate injunctive relief and such other relief as may be just and 

equitable. 

DATED this 5th day of December, 2014.

MILLER NASH LLP

 s/ Justin C. Sawyer

Peter C. Richter – Trial Attorney 

OSB No. 711465 

peter.richter@millernash.com 

Justin C. Sawyer, P.C. 

OSB No. 014057 

justin.sawyer@millernash.com 

Jonathan H. Singer 

OSB No. 105048 

jonathan.singer@millernash.com 

Phone: (503) 224-5858 

Fax: (503) 224-0155 

Attorneys for Plaintiff Randy Ritmiller, 

Individually and as a Shareholder of Spirit 

Enterprises, Inc.

Case 3:14-cv-02011-BR Document 1-1 Filed 12/16/14 Page 41 of 42
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Page 1 - Certificate of Service 

PDXDOCS:2052394.1 241240-0001 MILLER NASH LLP ATTORNEYS AT LAW 

T: (503) 224-5858 | F: (503) 224-0155 

3400 U.S. BANCORP TOWER 

111 S.W. FIFTH AVENUE 

PORTLAND, OREGON 97204 

CERTIFICATE OF SERVICE 

I hereby certify that I served the foregoing First Amended Complaint on the 

attorney or party listed below on the date set forth below by the method(s) indicated: 

Ryan M. Bledsoe 

Tonkon Torp LLP 

1600 Pioneer Tower 

888 SW Fifth Avenue 

Portland, Oregon 97204 

Attorneys for Individual Defendants

 First-class mail, postage prepaid

 Facsimile, pursuant to ORCP 9 F 

 Hand-delivery 

 Overnight courier, delivery prepaid 

 E-mail, pursuant to ORCP 9 G 

 E-mail copy, as a courtesy only 

 Other: __________ 

Joshua P. Stump 

Harrang Long Gary Rudnick PC 

1001 S.W. Fifth Avenue, 16th Floor 

Portland, Oregon 97204 

Attorneys for Defendant Spirit Enterprises of 

Oregon, Inc. 

 First-class mail, postage prepaid

 Facsimile, pursuant to ORCP 9 F 

 Hand-delivery 

 Overnight courier, delivery prepaid 

 E-mail, pursuant to ORCP 9 G 

 E-mail copy, as a courtesy only 

 Other: __________

Electronic Service, via OJD eFiling (using Odyssey File & Serve), pursuant to 

UTCR 21.100:

Ryan M. Bledsoe 

Attorney(s) for Individual Defendants

Joshua Stump 

Attorney(s) for Defendant Spirit Enterprises of Oregon, Inc. 

DATED this 5th day of December, 2014. 

 s/ Justin C. Sawyer 

Justin C. Sawyer, OSB No. 014057 

justin.sawyer@millernash.com 

Attorneys for Plaintiff Randy Ritmiller, 

Individually and as a Shareholder of Spirit 

Enterprises, Inc. 

Case 3:14-cv-02011-BR Document 1-1 Filed 12/16/14 Page 42 of 42