Lathrop & Gage attorney Matthew A. Jacober sent a stern warning letter to Jerry Wenger that if Wenger didn’t agree to stop calling his clients “scumbags” (and making other disparaging remarks about them and Stratus Building Solutions), that he’d file suit for “libel, slander, tortious interference with business expectancy and breach of contract.”
Jerry Wenger is a former employee of a former Stratus Building Solutions master franchisee in Indiana.
Wenger has been openly critical of both the Stratus franchise organization (which some have called a pyramid scheme: STRATUS Franchise Called “Pyramid Scheme” on FOX News), Stratus CEO Dennis Jarrett, and Stratus President Pete Frese.
In his letter (published here: STRATUS Attorney: Stop Calling Dennis Jarrett & Pete Frese Scumbags!), Jacober took exception to an email allegedly sent by Wenger in which he stated ““there are still some very scummy people left in the master system, most definitely the largest scumbag of them all is still Dennis Jarrett and the second is Pete Frese.”
Jacober also accused Wenger of posting disparaging remarks about Stratus on LinkedIn (as himself) and UnhappyFranchisee.Com (as the mystery commenter “Reasoned Source”). He pointed out that Wenger signed a non-disparagement agreement that forbids him from bad-mouthing Stratus, Jarrett & Frese.
Jacober wrote: “This letter is your one and only warning.”
If Jacober’s threat was a bluff, Wenger called it.
Jerry Wenger fired back a defiant, unapologetic letter that states his belief that Jarrett, Frese and their associates at Stratus Building Solutions have deceived and harmed “hundreds if not thousands of families throughout the United States…”
Wenger’s response letter (posted in its entirety below), alleges that Dennis Jarrett, Pete Frese & Stratus Franchising created and distributed deceptive Franchise Disclosure Documents and financial pro formas that misrepresented the company’s history, the business relationships of its related entities, and (assumedly) its financial strength and performance.
Will Stratus Initiate the “Scumbag” Defamation Lawsuit?
Wenger rebuffed Jacober’s request for him to zip his lip, warning him back: “Going up against me, would be nothing but a losing battle…”
Wenger may have a point.
While Lathrop & Gage might relish the opportunity to generate more billable hours while smiting a smart-ass detractor with far less financial and legal firepower than their client, the question remains:
Do Stratus CEO Dennis Jarrett & Prez Pete Frese REALLY want to initiate a lawsuit in which the central question may be whether or not they are “scumbags”?
To Unhappy Franchisee, it seems like Jarrett & Frese could invest a lot of money, time, and effort and end up with nothing but humiliation and loss.
You know… kind of like buying a janitorial franchise.
Jerry Wenger’s Threat Response Letter
October 30, 2013 Via: Certified Mail
Lathrop and Gage, LLP.
7701 Forsyth Blvd., Suite 500
Clayton, Missouri 63105
Attn: Mr. Matthew Jacober
Re: Response to your letter dated 10/25/13
Martinez, et. al v. Shamrock, Stratus Franchising, Kevin Spellacy, Jerry Wenger, Pamella Martinez
Dear Mr. Jacober:
Let me start this letter off by acknowledging obvious receipt of your letter as it did not arrive via certified mail as of the response date/time of my letter. Secondly, please be aware that letter as I felt was appropriate, was forwarded to Plaintiff’s counsel, your letter and my response letter will be placed in the court file and forwarded to Mr. Spellacy’s attorney of record as well.
Thank you for recognizing me as an “honorable man”, I have the same level of respect for you and Mr. McCauley and have recognized that in our previous dealings verbally and now in writing, You have an impossible task (in my opinion) at hand in the defense of Pete Frese and Dennis Jarrett. Your clients however, do not deserve nor will they ever get that statement/feeling of respect from me, nor have they since December 2011. That is a date that I started checking their backgrounds, their past history with Coverall Pacific and/or Jan-Pro. As you are aware, I have been in the commercial cleaning industry for over 30 Years. I have numerous friends in this industry, many of whom quite frankly walk in higher and different circles than I do. Some of those friends include Ed Selkow and Ken Galo.
Your letter is extremely upsetting to me on a variety of levels, so please forgive some of the passion and emotion you are about to read, I understand you did this in your role as counsel for your clients Dennis Jarrett, Pete Frese and Stratus Franchising, LLC. Just to be clear on that matter, for your clients to believe for a moment that I am solely or even majority responsible for their “fall from grace” is not only delusional but should further call into question their obvious mental state of affairs and lack of responsibility for what they have done and inability to “look in the mirror”.
Your clients “dye was cast” on or about 2003/2004, when they knowingly decided to put together a false FDD, a false Performa and begin a program of marketing/sales based upon those basic premises of lies and deception. Those lies were discovered and verified in various Lawsuits and avenues of discovery in the multiple cases that they now have against them personally and in a corporate sense in Missouri, Indiana, California and I believe in the coming month’s additional suits in California and Texas. Not that we need a “history lesson” but let’s briefly outline it:
a) False FDD was based upon not revealing the relationship between the previous Jan-Pro Branch, Simpatico, Pete Frese, Stratus Building Solutions.
b) False FDD in following years not only didn’t reveal the above (a) but didn’t reveal the relationship between some/all of those entities with Jarrett Realty, Affiliated Services, Nyco Chemical and others.
c) False Performa created with the assistance and full knowledge of Afshin Cangarlu a current Stratus Master in Los Angeles, California were presented throughout the United States as a Performa and presented by such esteemed colleagues of Stratus Franchising as Marvin Ashton, Bob Stapleton and Bill Blair. All of whom not only knew the truth behind the formation of Stratus Building Solutions and its past history, but knew without a doubt that the Performa used as part of “Validation” by numerous soon to be Masters was False and full of Fraudulent Information. Further “verbal” validation was done directly by Afshin Cangarlu, Tom Weiss, John Coleman, Ken Cassiri, Jeff Aibel and others in return for “favors” handed out by Dennis Jarrett and Pete Frese. Some of those “favors” included breaks on royalty fees, cash awards and other “one off” deals.
The harm that your clients have done is far reaching and has cost dearly in the lives of hundreds if not thousands of families throughout the United States and it ranges from Masters investing their Retirement and/or Life Savings down to the hundreds of Unit Franchisees some of whom I know personally, that in their own way/amount did the same.
I am not going to spend a whole lot more time in my response to this outrageous letter of warning from you and your clients on “history” anyone that wants to know has to look no further than the records of multiple lawsuits including Goldeneye v. Stratus Franchising et. al, the multiple past and current “Fortman Cases”, the letter of intent to sue in Texas, the letter of intent to sue in California and of course the “Indiana cases” which there are two. One in Civil Court proceedings and documents of record in Bankruptcy Court Proceedings of former Master, Kevin Spellacy.
Your letter to me also shows a sheer arrogance and in many ways disregard for Indiana and its Judicial System. You and Your clients are not pleased with the outcomes in various rulings that have not gone your clients way in both the civil court hearing nor in the Bankruptcy Hearings and it shows.
Your letter to me also talks about the disparagement agreement that I signed and let us not forget the reasons for me signing the agreement were quite simply as follows:
After months of attempting to “negotiate” a separation from Stratus Franchising (started in March 2012 and finally completed end of July 2012) Kevin Spellacy and his attorney’s Michael Alerding and Scott Krieder were on a conference call with Kevin when I was asked to come into Kevin’s office, an agreement of Separation had been reached and only one “sticking point” remained. It was the non-disparagement agreement that I eventually signed. Their direct words to me were as follows, “Jerry, Matt Jacober informed us that there will be no agreement, without your signature on a non-disparagement agreement”. “Now, we don’t represent you, we cannot ask you to sign, all we can tell you is the work done on Kevin’s behalf cannot move forward without it”. I read the agreement that Kevin had, I couldn’t sign it, I instructed them to remove or change several areas and make them as “grey” as possible. Upon those changes, I freely signed the document as I personally saw the need to get the “deal done” and move on, Kevin is a man of high morals and integrity despite what has been written in the lawsuit and on blogs. He simply couldn’t stomach being associated with Pete Frese, Dennis Jarrett nor Stratus Franchising one more day than necessary. I knew Shamrock/Kevin didn’t have the finances to fight Lawsuits on two fronts (Martinez and Stratus Franchising), it proved that we didn’t have finances to fight a Single Lawsuit in the end. I couldn’t allow Kevin, the other employee’s, the area developer, the Unit Franchisees and their respective families to be harmed because of this document not being signed by me. Kevin is now in bankruptcy court as an individual, as a corporation and his 250k investment in Stratus is lost, his nearly 3 million dollar per year business is closed, his employees are working for themselves or other companies, his nearly 100 Unit Franchises are gone and their families and investments affected dramatically along with his and the sheer emotional stress and damage is hard to nearly impossible to measure.
All of this is direct result of your client’s decisions made back in 2003/2004 and the subsequent lawsuits, findings of fact and separations of previous Masters in Buffalo, Rochester, Conn., Atlanta, Jacksonville and Miami (current Pro2FS). I bring those up as they were the ones that primarily discovered the various detailed flaws in not only the Performa, but the history associated with the Performa and additional flaws in the FDD that were not discussed in the original Simpatico or aka Fortman Case. Their separation was devastating on a variety of levels as they were the primary leaders that had formed a group that not only initiated the separations on their behalf but many of those that followed including Kevin, as they were party too various phone conferences that started in January 2012 and led directly by Ken Cassiri and Jeff Aibel and that I was present for/in via listening on speaker in Kevin’s office. Those persons include both former (Florida, Indiana, California, Oregon, Illinois and others) and still a few current Stratus Masters in various states in all there were 22 Masters that were part of that group at one point or another. When Ken Cassiri and Jeff Aibel went “quiet”, it was Kevin himself that became the defacto “leader” of the remaining group.
In regards to whom has harmed whom as you claim, simply “Google” my name, read on the very same website that you quote in your letter, unhappyfranchisee.com what was said about me personally, call my current employer and have him tell you that not only did I do a “full disclosure” of all court filings against me, but shared with him the unhappyfranchisee.com website and the comments made about me personally on that website BEFORE he decided to hire me and then let him tell you about the issue that involved a minority partner who paid an attorney to solely investigate me and his personal recommendation that I be REMOVED from my position without even meeting me, calling me on the phone etc… Let me give you and your client’s numbers of people who actually at some point in time questioned verbally and in documents (emails) my lack of supposed morals, integrity and honesty. No Mr. Jacober, the one that has been harmed the most in this mess between Me and your clients is clearly ME. I think you seem to forget that I never owned a piece of, was never shareholder of, not even an Employee of Stratus Franchising, LLC. Nor did I EVER have any relationship directly with Pete Frese nor Dennis Jarrett financially or otherwise. Yet, my name, my integrity, my honesty, my morals have all come under FIRE/QUESTION simply because I worked for a Master in the State of Indiana that utilized the Stratus Name, the Stratus Business Model, the Stratus Business Plan and those findings were utilized in the filing of a Lawsuit that I am “co-defendant” of in Indiana.
No Mr. Jacober, YOUR clients are the reason, the sole reason that they have been HARMED. THEY will have to answer for their deceit, lies, fraud, fraudulent inducement in the various courts throughout the U.S. THEY and THEIR ASSOCIATES are the sole reason that Stratus Franchising is in the current financial shape and P/R and Brand problems that THEY have, THEY are the Masters of a destiny that THEY created with their knowingly False FDD and Performa and NO ONE ELSE!
In regards to “Reasoned Source”, I am simply going to allow you to speculate as to “whom” that is. Your basic premise of “Reasoned Source” solely being one person is in of itself, flawed. From what I have read, from what I have seen, from what I have heard, there is absolutely NO WAY that “Reasoned Source” is simply one person as the sheer scope of the information posted/provided no one person could possibly have that much information and/or be party too that number of discussions and actions, quite literally at the same time throughout the United States.
In closing, Mr. Jacober you are a partner in one of the Largest Law Firms in the Country, your clients despite their recent financial issues are still worth in the Tens of Millions of Dollars when you look at their cash, their real estate holdings, their assets etc. Your threat and their “approval” of a Lawsuit to move forward against me is totally out of my control. You are all adults (so Am I) and since to date, there has been NO Criminal Filings versus Dennis Jarrett nor Pete Frese that would require mandatory representation by Lathrop and Gage, we have all made choices as adults. Your threats to do further harm to me and my family will be responded to appropriately in whatever courtroom, whether or not it is in the Great State of Indiana which I am currently a resident of and party too a current lawsuit in. And since the agreement signed was done so in Indiana and under the factors that I have already “testified too” in the current civil action against me and your clients “see interrogatories for Plaintiff’s and signed by me under penalty of perjury” and in the court record. I believe that ANY potential case filed against me would have to flow thru Indiana at some point in time, without too much question or issue.
Personally, if I were you, I would advise your clients to move themselves into Bankruptcy Protection and stop this non-sense and accept the fact their lies, deception, business practices and lack of moral based business ethics are the direct cause of what has happened to themselves and Stratus Franchising, LLC. This would avoid additional harm being done to remaining Masters, their unit franchisees and their employee’s. Though I personally don’t care about some of them, there are others that I do care about very much….. Going up against me, would be nothing but a losing battle for a variety of reasons and in all honesty would accomplish little for any of us.
Jerry M. Wenger
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tags: Stratus Building Solutions, Dennis Jarrett, Pete Frese, Lathrop & Gage, Attorney Matthew Jacober, Jerry Wenger, Stratus, Unhappy Franchisee, janitorial franchises
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