Tree House Brewing founders embroiled in lawsuit from minority shareholder

A legal battle is brewing at the very top of the state’s most popular brewery, as one of the owners of Tree House Brewing Co. has sued two of its founders in Superior Court, alleging lucrative real estate deals left undisclosed, forged documents and “excessive” salaries.

According to a civil lawsuit filed Nov. 15 in Hampden County Superior Court, Eric Granger, who owns about 2% of the shares in Tree House, alleges a pattern of behavior from Tree House’s majority owners, Nathan Lanier and Damien Goudreau, that has caused him and the brewery financial damage.

Lanier and Goudreau founded Tree House in 2011, along with friends Dean Rohan and Jonathan Weisbach.

Lanier and Goudreau, “have directly and indirectly profited and are continuing to profit at the expense of Tree House and Granger, and Tree House and Granger have sustained and are continuing to sustain additional losses," the lawsuit alleges.

Granger’s lawsuit comes as Tree House released data on its economic impact across its four Massachusetts locations: Since opening, the brewery said, those four outposts together have contributed $635 million to the economy.

The lawsuit also arrives as Tree House announced plans to expand outside New England for the first time since opening on a small farm in Brimfield. Next year, Tree House will open a brewery and taproom in Saratoga Springs, New York.

The lawsuit notes that despite Tree House’s unbridled success, “Lanier and Goudreau continue to deprive Granger and, in the past, former minority shareholders, from enjoying any real financial benefit from their ownership stake, including historical refusal to issue dividends to shareholders.”

Granger, who lives in Monson, purchased his shares in Tree House in 2012, according to the lawsuit, when the brewery had four other minority shareholders. Over the years, as the other minority shareholders left including Rohan and Weisbach, Tree House’s corporate policy would change, the lawsuit says, preventing Granger from being able to “fully and fairly” value his shares of the brewery.

His lawsuit also alleges Lanier and Goudreau have delayed or withheld tax documents.

The lawsuit, among other demands, seeks damages for Granger, a full accounting of Tree House’s money and property that has gone through Lanier and Goudreau and orders preventing them from handling any future Tree House real estate deals.

Granger has requested a jury trial, but a pre-trial hearing has not been scheduled yet.

Hidden real estate deals

According to the lawsuit, Lanier and Goudreau created two separate companies, Landreau Realty LLC in 2016 and Pride and Purpose LLC in 2018, and would amass about $13 million in real estate without Granger’s knowledge.

The properties include land in Charlton around Tree House’s main campus and an over $1 million beachfront home next to Tree House’s Sandwich taproom, according to the attorneys representing Granger.

Through their two companies, Lanier and Goudreau leased the properties back to Tree House, “purposely and significantly devaluing the share value for Granger and other shareholders,” the lawsuit alleges.

“The leases were created to divert corporate assets away from Tree House and into Landreau Realty, LLC and Pride and Purpose, LLC, (and other related entities created by Lanier and Goudreau) for the benefit of only Lanier and Goudreau and to the detriment of the remaining shareholders of Tree House,” the lawsuit says.

Landreau Realty and Pride and Purpose collected nearly $10 million in payments between 2016 and 2021, according to the lawsuit.

In September, Granger through his attorneys sent Tree House a document known as a Shareholder Derivative Demand laying out his grievances, such as Lanier and Goudreau’s hidden real estate holdings. The letter demanded, among other things, Tree House engage in an independent internal investigation and file a civil suit against Lanier and Goudreau.

Following that letter, according to Granger’s lawsuit, Lanier and Goudreau admitted to owning the real estate and agreed to transfer their ownership interest in their two companies to Tree House, but took no further action.

Big salaries and bonuses for Tree House brass

Granger’s lawsuit accuses Lanier and Goudreau of paying themselves and another former Tree House shareholder, Rohan, “excessive officer salaries and bonuses.”

These salaries and bonuses, according to the lawsuit, exceeded $4 million from 2017 to 2020. And Lanier and Goudreau, according to the lawsuit, have since 2018 purchased about a half-dozen luxury cars.

The lawsuit alleges these large payouts happened despite Tree House not issuing dividends to other minority shareholders, a practice Lanier and Goudreau indicated would end this year.

“Through Lanier and Goudreau’s scheme, they were able to reap the financial rewards of Tree House’s incredible success, while depriving Granger and the other minority shareholders of the same,” the lawsuit says.

A message seeking comment from Tree House officials was not immediately returned.

A background check altered without permission

As part of Tree House’s expansion beyond Charlton, the brewery needed to apply for new liquor licenses.

In his lawsuit, Granger alleges Tree House, as part of those applications, had been using an old background check he filed in 2017 through the Criminal Offender Registry Information, or CORI, system.

Granger, according to the lawsuit, didn’t know Tree House had been using his outdated CORI form until last year, when it needed to apply for a liquor license for its Deerfield site.

The state’s Alcoholic Beverages Control Commission, the lawsuit notes, realized the brewery had been filing Granger’s old background check and requested an updated form.

Before beginning a new background check, Granger sought more information from Tree House about the Deerfield location, according to the lawsuit, but Tree House didn’t respond and instead “unilaterally and without permission changed the ‘location address’” on Granger’s 2017 form.

Granger filed a complaint with the Alcoholic Beverages Control Commission, according to the lawsuit, which in September issued Tree House a written warning for mishandling company documents.

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This article originally appeared on Telegram & Gazette: Tree House shareholder sues two of brewery’s founders