Epic Strategies founder sues company owners for breach of contract

Nathan Adams alleges defendants wrongfully terminated him.

Bonnie Snyder became president and CEO of Epic Strategies last summer.

Dan Curry: Temporary restraining orders are common in breach of contract cases.

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The founder of a Springfield-based marketing agency is suing the company’s owners for allegedly breaching his contract and wrongfully terminating him.

In a petition filed in July 2024, Nathan Adams, founder and former majority owner of Epic Strategies LLC, names the company and owners Bonnie Snyder, Paul Reinert, Greg Horton, Jacob North and Patrick Johnston. Adams filed the suit in Christian County Circuit Court through his attorney, Jacob Sappington with Baty Otto Scheer PC.

According to the petition, Adams owned 51% of the company at the time he received a default and termination letter stemming from a $300,000 loan Snyder made on May 26, 2023, to Epic Strategies.

The letter, dated June 21, 2024, purported to transfer all of Adams’ ownership to Snyder after alleging repayment terms for the loan were not met, immediately ending his employment with Epic and taking property pledged to Adams in the employment agreement from September 2017. Snyder, Reinert, Horton, North and Johnston signed the default and termination letter.

In the letter, which referenced the loan agreement Snyder made with the company in May 2023, it stated Adams pledged his 51% ownership in the company to the lender as collateral to secure the loan.

According to the letter, the company was in the process of acquiring venture capital funding to repay the loan, which was due at least in part by April 15, 2024. The loan balance, with interest, would be paid over a three-year period with monthly payments beginning on June 26, 2024. No indication of payment made by Adams on or prior to April 15 was included in court documents. The loan agreement outlined that the loan would be considered in default after 61 days of no payment.

In the petition, Adams said he did not sign or agree to the loan terms outlined in his termination letter, and he did not offer his ownership in Epic as collateral to secure the loan. He alleged before payment became due under the original loan agreement, Snyder agreed multiple times over the course of several months that the payment term under the loan payment could be and was deferred.

“By representing that payment was not due and was deferred, Snyder changed the material terms of the loan agreement,” according to the petition.

In the petition filed by Sappington on behalf of Adams, it lists 11 counts against the defendants.

The counts include breach of employment agreement/wrongful termination, breach of operating agreement, tortious interference with contract and conspiracy.

Sappington on Dec. 16 filed a voluntary dismissal of two counts, fraudulent misrepresentation and negligent misrepresentation, on behalf of his client, according to court records. Sappington declined SBJ interview requests for himself and his client.

According to the petition, Adams seeks judgment in an amount to be determined at trial, including attorney’s fees, litigation costs and expenses.

No trial date has been set as of Jan. 15, according to court records.

The petition also notes the employment agreement Adams signed in 2017 sets forth what constitutes a legal termination or wrongful termination under the agreement and what compensation or severance, and other rights and benefits Adams would be entitled to if his employment with Epic is terminated.

Earlier in 2023, Snyder purchased a 9% membership interest in Epic, according to the petition. The membership interest of Reinert, Horton, North and Johnston was not indicated in the petition.

Upon the exit of Adams, Snyder became president and CEO of Epic, as well as majority owner.

Epic officials either declined or did not respond to requests for comment on this story.

The lawsuit comes amid a time of rapid growth for the company, which Adams founded in 2016. Epic Strategies grew its annual revenue in 2023 to roughly $7.6 million, resulting in a 137% three-year growth rate, according to past Springfield Business Journal reporting. The company, which has a Springfield office at 1370 E. Primrose St., Ste. A, also employed 75 in 2023. It was named in 2023 and 2024 to SBJ’s Dynamic Dozen, which notes the 12-fastest growing companies in the Ozarks.

Additionally, Epic made the 2024 Inc. 5000 list of the fastest-growing private companies in the nation, with a ranking of No. 1,931. Its clients include Fortune 500 companies such as Warner Bros. Discovery and Calvin Klein, according to past reporting.

The company’s website is currently not operational and its social media accounts, including Facebook and LinkedIn, have had no updates posted since late June 2024.

Court activity
Aside from accusing Snyder of violating his rights under the employment agreement, Adams alleges in the petition that she has refused to pay severance and benefits owed to him under the agreement and failed to remove him from personal guarantees related to loans to Epic.

He further alleges she has unlawfully threatened to destroy his personal property, denied him access to company information which he has the right to access and barred him from Epic’s premises.

Additionally, Epic has been notified by multiple lenders that it is in danger of default on existing loans, for which Adams is still listed as a guarantor, because Epic purportedly changed its ownership without receiving prior approval from the lenders, according to the petition.

Snyder’s attorneys are Bryan Wade and Laura Robinson with Husch Blackwell LLP, while Reinert and Horton are represented by attorneys Jeffrey Upp and Warren Harris with Turner, Reid, Duncan, Loomer & Patton PC, according to court records. No attorneys of record are noted in the case file for North and Johnston. North resides in San Diego and Johnston is a resident of Steamboat Springs, Colorado, according to court documents. Attorneys Wade and Upp did not return messages by SBJ seeking comment.

The case was moved in October to Greene County after Judge Jessica Kruse granted a change of venue request from defendants Reinert and Horton, according to court records.

Additionally, on Nov. 20, Judge Joshua Christensen granted the plaintiff’s request for a temporary restraining order against Epic and the defendants. The order, in part, prohibits the defendants from transferring, conveying or changing membership interests or percentages in Epic, further contracting or borrowing Epic’s assets, destroying or otherwise disposing of property or belongings of Adams and blocking his access to company records and documents.

The order also prohibits Snyder from acting alone as president, CEO and majority member of Epic, except as to maintain the ongoing day-to-day business operations of the company.

“Otherwise, all decisions by, or actions of, the company (to include entering any contracts, making any financial transactions, initiating any legal actions, etc.) and all decisions by, or actions of, Epic’s majority owner must be taken with the written consent and approval of both Bonnie Snyder and Nathan Adams,” the order reads.

As the case continues to be litigated, the court has twice extended the temporary restraining order, according to court records. The current order is set to expire on Jan. 20.

Dan Curry, an attorney with Kansas City law firm Brown, Curry & Duggan LLC, who also represents the Missouri Press Association, said a temporary restraining order is a routine request in cases in which one party believes there could be irreparable damage done during the pendency of a lawsuit.

“While you’re arguing over who’s got what contractual rights in court, that could take a while. It could take more than a year,” Curry said. “And in the meantime, if there’s irreparable harm being done or the chance of that, you can have a temporary restraining order to state, ‘Hey, let’s freeze things in place or let’s force them to stop taking this particular action while we’re trying to work out this dispute.’ That’s essentially what’s going on.”

Curry said it also is common for operating agreements to account for internal disputes between owners in an LLC or a small company and what should happen if that arises.

“In fact, it might even be so usual that most of these agreements account for that eventuality,” he said. “A lot of times when you sell it to a different company, too, you’ve got to account for what happens when the old entity stops existing. It’s all based on what the nature of the history of the business was – in particular, what their controlling documents say happens.”