Nature's Bakery Response To Steward-Haas Racing

STATE OF NORTH CAROLINA IN THE GENERAL COURT OF JUSTICE
SUPERIOR COURT DIVISION

COUNTY OF CABARRUS 17-CV-386
STEWART-HAAS RACING, LLC,
Plaintiff / Counterclaim
Defendant,
vs.
NATURES BAKERY, LLC, individually, DEFENDANTS ANSWER

and as successor by merger to Bella Four AND COUNTERCLAIMS
Bakery, Inc., and Brick by Brick, LLC,
DAVID B. MARSON and JAN MARSON,
as Trustees of THE MARSON FAMILY
TRUST, and DAVID B. MARSON,
individually,
Defendants / Counterclaim
Plaintiffs.
Defendants Natures Bakery, LLC (f/k/a Brick by Brick LLC and Bella Four Bakery
Inc.), The Marson Family Trust, and David B. Marson (collectively, Defendants) hereby
respond to Plaintiffs Complaint as follows:
SUMMARY OF DISPUTE
This case concerns the fallout from a failed sponsorship relationship that was built on
deceptive promises by Stewart-Haas Racing (SHR), one of NASCARs largest race teams.
In 2015, SHR solicited Natures Bakery, LLC (Natures Bakery)a small, family-
owned baker of healthy fig and fruit barsto become the primary team sponsor for SHR
superstar driver Danica Patrick, a social media megastar with massive crossover appeal. SHR
promised that the engagement would generate at least four times return on the approximately
$15 million annual investment Natures Bakery was asked to make in the relationship.
As a key component of its sales pitch, SHR promised to ensure that Ms. Patrick
enthusiastically promoted Natures Bakerys products on all available platforms and that
Natures Bakery would be her and the teams exclusive brand for on-the-go foods. This vow
was so important that SHR agreed Natures Bakery could unilaterally terminate the engagement
should Ms. Patrick ever commercially endorse[] a Competitive Brand. SHR knew Natures
Bakery lacked prior NASCAR or major sponsorship experience, so it also solicited Natures
Bakery on assurances it would guide the company through the racing industrys complicated
activation process and would oversee and manage Ms. Patricks performance.
SHR and Defendants entered into a Sponsorship Agreement (the Agreement) in July
2015. Unfortunately, the relationship did not go well. SHRs team suffered setbacks both on
and off the track. More damaging, contrary to its representations, SHR could not control
Patricks performance, particularly as to her social media, which Patrick often refused to use to
promote Natures Bakery. Nor could SHR guarantee exclusivity for Natures Bakerys brand in
category of on-the-go foods because Patrick was already endorsing a protein bar made by one of
Natures Bakerys competitors, Six Star Pro Nutrition (Six Star). It was as if Michael Jordan
decided to wear Adidas while being paid by Nike.
Other promises also fell by the wayside. SHR focused attention on its own team
problems rather than supporting Natures Bakery, its lead sponsor. A mere six months into the
relationship, it was evident that the engagement was not working. Natures Bakery required
significantly more support and guidance than SHR was providing, and the brand failed to realize
any of the promised return on its investment.
For months, Natures Bakery repeatedly asked SHR to help sell future races and to
transition the sponsorship to a new lead brand. SHR ignored those requestscontent to keep
cashing Natures Bakerys checks. After the 2016 race season ended, Natures Bakery evaluated
its options. It concluded that many of SHRs core promises, such as Patricks exclusive
endorsement of Natures Bakery within the category, had not been true. Sales related to the
sponsorship were flat and the brand had little faith that 2017 or 2018 would be any different.
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Even still, Natures Bakery attempted to find a win-win outcome for the parties. It
repeatedly offered to meet in person with SHR to develop a transition plan and even proposed to
backstop some of SHRs sponsorship fees in 2017 and 2018. SHR refused to cooperate and
ridiculed Natures Bakerys offers. It also repeatedly threatened to sue its sponsor and its
sponsors family owners personally.
Without meaningful assurances from SHR and due to Patricks ongoing endorsement of
Six Star, in January 2017, Natures Bakery exercised its right to cancel the engagement. In
doing so, however, it again offered to help smooth the transition, to cooperate in identifying
substitute sponsors, to jointly manage public communications, and even to provide financial
assistance to Patricks team as it began the new season. These were not obligations Natures
Bakery was required to take on, but instead things it wanted to do out of a sense of good faith to
its former partner and the broader NASCAR industry.
SHR essentially rejected these offers and instead focused on attacking its former partner
both in the press and by filing this misguided and often false complaintwhich was filed just
days before the parties were due to meet to discuss a commercial resolution to the dispute.
Below is Natures Bakerys Answer and Counterclaims in response to SHRs ill-
conceived complaint. Many of SHRs allegations are untrue and calculated to cast Natures
Bakery in a false light. The real facts and context for this dispute are set forth in Natures
Bakerys Counterclaims below, which begin on Page 18. That story is based on evidence of
SHRs false promises and its abuse of a small brands interest to be endorsed by Danica Patrick.
As explained below, Natures Bakery has tried for almost half a year to resolve the failed
relationship in a productive business-like manner, but it now faces a public lawsuit that never
should have been filed. Forced to engage, Natures Bakery will not be bullied and is intent on
prevailing in this caseeven as it continues to support NASCAR and wish Ms. Patrick much
success on the track in 2017 and beyond.
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FIRST DEFENSE
(Failure to State a Claim on Which Relief May Be Granted)
Plaintiffs Complaint fails to state a claim upon which relief may be granted and should
be dismissed pursuant to Rule 12(b)(6) of the North Carolina Rules of Civil Procedure. For
example, Plaintiff fails to allege any actual unfair or deceptive conduct upon which to base a
claim for violation of the Unfair and Deceptive Trade Practices Act, N.C. Gen. Stat. 75-1.1, et
seq. (the UDTPA). Instead, Plaintiffs UDTPA claim is merely a baseless attempt to transform
a simple contract dispute into an unfair trade practices claim in hopes of recovering damages
SHR specifically disclaimed in the Agreement.
SECOND DEFENSE
(Responses to the Complaints Numbered Allegations)
Subject to its stated defenses, Defendants respond to the Complaints numbered
allegations as follows:
PARTIES, JURISDICTION, AND VENUE
1. On information and belief, Defendants admit the allegations in paragraph 1 of the
Complaint.
2. Defendants admit the allegations in paragraph 2 of the Complaint.
7. Paragraph 7 of the Complaint alleges a legal conclusion to which no answer is
required. To the extent an answer is required, Defendants deny the allegations in paragraph 7 of
the Complaint.
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8. Paragraph 8 of the Complaint alleges a legal conclusion to which no answer is
required. To the extent an answer is required, Defendants deny the allegations in Paragraph 8 of
the Complaint.
9. Defendants admit that the amount Plaintiff contends is in dispute exceeds
$25,000.
10. Defendants deny the allegations in Paragraph 10 of the Complaint.
FACTUAL ALLEGATIONS
11. Defendants lack sufficient knowledge or information to form a belief as to the
truth of the allegations in paragraph 11 of the Complaint and therefore deny the allegations
therein.
12. Defendants admit that Natures Bakery is a company that manufactures and sells
fig bars and brownies and denies the remaining allegations in paragraph 12 of the Complaint.
13. Defendants admit that SHR personnel met with Mr. Marson in 2015 regarding
sponsorship of the #10 car. Defendants deny the remaining allegations in paragraph 13 of the
Complaint.
14. The parties Agreement is a written document that speaks for itself. Defendants
otherwise deny the allegations in paragraph 14 of the Complaint. Natures Bakery is not a start-
up company but rather a family owned business built on three generations of bakers that is
financially stable and successful.
15. Defendants admit that effective July 30, 2015 they were induced to enter the
Agreement with SHR and deny the remaining allegations in paragraph 15 of the Complaint.
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16. Defendants admit the allegations in paragraph 16 of the Complaint except to the
extent the allegations in paragraph 16 relate to readings and interpretations of a document, and to
that extent Defendants deny those allegations as the document speaks for itself.
17. The allegations in paragraph 17 relate to readings and interpretations of a
document, and to that extent Defendants deny those allegations as the document speaks for itself.
18. Defendants deny the allegations in paragraph 18 of the Complaint. SHR
promised and was obligated to provide benefits beyond branding and marketing considerations.
19. In response to paragraph 19 of the Complaint, Defendants admit that the
Agreement is a written document that speaks for itself. Except as admitted, the allegations in
paragraph 19 are denied.
20. In response to paragraph 20 of the Complaint, Defendants admit that the
Agreement is a written document that speaks for itself. Except as admitted, the allegations in
paragraph 19 are denied.
truth of the allegations of paragraph 21 of the Complaint and therefore deny the allegations of
paragraph 21 of the Complaint.
22. Defendants admit that in December 2015 the parties negotiated to amend the
deadlines for base fee installments in order to smooth the contracts payment terms as a matter of
business convenience and for tax reasons, but otherwise deny that Natures Bakery was
financially unable to satisfy its obligations.
23. Defendants deny the allegations of paragraph 23. The allegations in paragraph 23
relate to readings and interpretations of a document, and to that extent Defendants deny those
allegations as the document speaks for itself.
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24. Defendants deny the allegations in paragraph 24 of the Complaint. The alleged
additional benefits described in paragraph 24 were pre-existing obligations of SHR and/or
efforts to ameliorate harm caused by SHR itself. By way of example, personnel from SHR
disposed of Natures Bakery products after SHR improperly stored Natures Bakerys products
in excessive heat. Separate and apart from the Base Fee, Natures Bakery paid over $1.7 million
for benefits SHR contends were provided purely as a gesture of good faith.
25. Defendants deny the allegations in paragraph 25 of the Complaint. Natures
Bakery did not suffer setbacks due to recurring product mold issues, lack of product distribution,
or the other false allegations in paragraph 25 of the Complaint.
26. Defendants admit that an experienced consumer product investment firm, VMG
Partners, made a minority investment in 2016. Except as admitted, Defendants deny the
allegations in paragraph 26 of the Complaint.
Bakerys executive team did not disengage from the relationship with SHR during the 2016
season and had hundreds of communications with SHR seeking to capitalize on its investment
and trying to secure SHRs and Patricks performance under the Agreement.
28. Defendants admit that the parties discussed amending the Base Fee payment
schedule for business convenience and planning purposes, but deny the remaining allegations in
paragraph 28 of the Complaint, as the Base Fee itself remained unchanged.
29. The Agreement is a written document that speaks for itself. Defendants deny the
30. Defendants deny the allegations in paragraph 30 of the Complaint. Several
representatives from Natures Bakery, including founders Dave and Jan Marson and CEO Kelly
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Allin, communicated regarding SHRs inability or unwillingness to fulfill its contractual duties,
including the failure to properly manage and/or cause Patrick to satisfy the endorsement
commitments in the Agreement.
31. Defendants deny the allegations in paragraph 31 of the Complaint. The
allegations in paragraph 31 relate to readings and interpretations of a document, and to that
extent Defendants deny those allegations as the document speaks for itself.
32. The Second Amendment to the Agreement is a written document that speaks for
itself. Defendants deny the allegations in paragraph 32 of the Complaint.
33. Defendants admit the allegations in paragraph 33 of the Complaint, that the 2016
race season ended in late November 2016.
34. Defendants deny the allegations in paragraph 34 of the Complaint. There was no
alleged lack of communication by Natures Bakery. Natures Bakery dedicated considerable
human and other resources and communicated hundreds of times with SHR to make the
relationship a success.
35. Defendants admit that Natures Bakery requested a refund of unusable branded
material. In late 2016, SHR shifted from Chevrolet to Ford cars rendering images of the No. 10
Chevrolet car obsolete and branded images of the No. 10 car unusable. Defendants deny the
remaining allegations in paragraph 35 of the Complaint.
36. Defendants deny the allegations in Paragraph 36 of the Complaint.
37. Defendants admit that SHR sent Natures Bakery an invoice for $10,000 on
November 29, 2016 and denies the remaining allegations in paragraph 37 of the Complaint.
38. Defendants admit that SHR provided Natures Bakery an invoice for $300,000,
but the invoice was improper as the Agreement does not create an additional obligation to pay
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Production Fees separate and apart from Base Fees. Defendants deny the remaining
39. Defendants deny the allegations in paragraph 39 of the Complaint.
40. Defendants deny the allegations in paragraph 40 of the Complaint. SHR did not
send an invoice to Natures Bakery on December 15, 2016 (an invoice for $1,000,000 was dated
and delivered to Natures Bakery on December 20, 2016). Moreover, the Invoice was properly
disputed by Natures Bakery and no notice was ever given by SHR as required under the
Agreement.
41. Defendants deny the allegations in paragraph 41 of the Complaint. Defendants
exercised their right to terminate the Agreement before any invoice for the 2017 base fee was
due and, moreover, the invoice(s) were properly disputed by Natures Bakery, and no notice was
ever given by SHR as required under the Agreement.
42. Defendants admit that Natures Bakerys CEO Kelly Allin sent SHR a letter on
December 19, 2016 and deny the remaining allegations in paragraph 42 of the Complaint.
43. Defendants admit that the December 19 letter raised serious concerns regarding
SHRs performance under the Agreement, including Patricks endorsement and promotion of
competing products. Representatives from Natures Bakery including founders Dave and Jan
Marson and CEO Kelly Allin had previously communicated SHRs failure to fulfill duties and
obligations under the Agreement long before the December 19, 2016 letter. Defendants deny the
remaining allegations in paragraph 43 of the Complaint.
44. Defendants admit that attached to the December 19, 2016 letter was a document
highlighting SHRs failure to fulfill duties under the Agreement, but otherwise deny the
allegations of Paragraph 44 as the referenced letter speaks for itself.
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45. Defendants admit the December 19, 2016 letter raised concerns about Danica
Patrick endorsing competing products including on social media and deny the remaining
allegations in paragraph 45 of the Complaint. The allegations in paragraph 45 and its subparts
relate to readings and interpretations of a document, and to that extent Defendants deny those
allegations as the document speaks for itself.
Bakery never endorsed Danica Patricks promotion of competitor products. To the contrary,
seeking to be a good partner, certain personnel at Natures Bakery liked virtually every post by
Danica Patrick (a practice consistent with partner or ambassador relationships) regardless of the
content of the post. Natures Bakery management and ownership was unaware of the content of
the likes until this suit was filed.
47. Defendants deny the allegations in paragraph 47 of the Complaint. Liking a
post on social media is not a corporate admission or acknowledgment of its content. Long before
the termination of the Agreement, representatives from Natures Bakery communicated concerns
to SHR and/or agents of Ms. Patrick regarding her use of social media. Natures Bakery
management and ownership was unaware of the content of the likes until this suit was filed.
truth and therefore deny the allegations of paragraph 49 of the Complaint. Natures Bakery first
notified SHR of the need to find replacement sponsors in June 2016 and thereafter made
numerous written and oral requests to SHR to transition the sponsorship and sell races.
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50. Defendants admit that Brett Frood responded to the December 19, 2016 letter on
December 23, 2016. Defendants deny the remaining allegations in paragraph 50 of the
Complaint.
truth and therefore deny the allegations of paragraph 51 of the Complaint.
53. Defendants admit that they hoped a resolution to the dispute could be reached and
responded to inbound requests by SHR regarding the Agreement. Natures Bakery negotiated in
good faith, including by agreeing to meet with SHR representatives in Charlotte to that end.
SHR canceled those meetings and made other unusual demands and conditions, and then filed
suit just days before the parties were due to meet again. Defendants deny the remaining
54. Defendants admit that on January 19, 2017 Natures Bakery terminated the
Agreement according to its terms and based upon SHRs numerous breaches of the Agreement,
i.e., even as Defendants continued to seek to work cooperatively and in good faith to find a
negotiated business resolution that would avoid unnecessary media or industry disruption.
Defendants deny the remaining allegations in paragraph 54 of the Complaint.
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58. Defendants deny the allegations in paragraph 58 of the Complaint. The January
19, 2016 letter detailed the many breaches and issues by SHR of the Agreement, which were
already well-known to SHR and its management. To the extent the allegations in paragraph 58
relate to readings and interpretations of a document, Defendants deny those allegations as the
document speaks for itself.
always were told by SHR and understood that Ms. Patrick was the most important and integral
part of SHR No. 10 Cup Series race team as its driver and the focus of the parties Agreement.
To the extent SHR now disclaims those representations, it committed intentional or negligent
fraud on Defendants.
Bakery repeatedly sought to engage in good faith and reasonable negotiations before and after
the December 19, 2016 letter and the January 19, 2017 letter (as well as before and after those
dates) including several offers to travel to North Carolina to meet in person. Those offers were
rebuffed by SHR, which filed this lawsuit just days before Natures Bakery was scheduled to
meet with SHR in Charlotte to discuss a business resolution of the dispute.
lack sufficient knowledge or information regarding the motivations of SHR in filing this action.
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FIRST CLAIM FOR RELIEF
68. Defendants respond to paragraph 68 of the Complaint by incorporating by
reference their responses to the foregoing paragraphs as if fully set forth here.
69. Defendants admit that the parties entered the Agreement based on representations
and warranties by SHR that were untrue and on that basis deny that the Agreement is valid and
enforceable.
SECOND CLAIM FOR RELIEF
77. Defendants deny the allegations in paragraph 77 of the Complaint. Long before
Natures Bakery delivered its December 19, 2016 letter setting forth numerous issues with
SHRs performance, representatives communicated regarding SHRs inability or unwillingness
to fulfill its obligations under the Agreement.
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THIRD CLAIM FOR RELIEF
87. Defendants deny the allegations in paragraph 87 of the Complaint
truth and therefore deny the allegations of paragraph 88 of the Complaint.
truth of the allegations of paragraph 90 of the Complaint relating to what SHR seeks or believes
and, on that basis, deny them. The remaining allegations in paragraph 90 are denied.
Every allegation not specifically admitted in this Answer is expressly denied.
ADDITIONAL DEFENSES
Additional defenses and affirmative are set forth below as to each of Plaintiffs causes of
action and requested relief. By setting forth these defenses, Defendants do not assume the
burden of proving any fact, issue, or element of a claim where such burden properly belongs to
Plaintiff. Defendants reserve the right to present additional defenses and affirmative defenses as
they become known or as they evolve during this litigation.
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THIRD DEFENSE
(Frivolous Pleading)
Certain claims and allegations by Plaintiffs claims are knowingly false, have no basis in
law, were filed for an improper purpose, and are intended to vex, harass, or burden Natures
Bakery. For example, SHR is aware that Natures Bakerys business was healthy throughout
2016 and that the Amendments to the Agreement were not due to any alleged cash crunch and
were not deceitful, unfair, or made for any improper purpose.
FOURTH DEFENSE
(Failure to Mitigate)
One or more of Plaintiffs claims and/or the relief it seeks are barred or reduced by
Plaintiffs failure to mitigate its alleged damages. For example, Defendants have failed to use
ordinary care to mitigate the alleged damages, have refused to take reasonable efforts to sell
sponsorship rights for the No. 10 car, and have rebuffed Defendants efforts to coordinate the
resale of races. Therefore, Plaintiff cannot recover for any alleged loss incidental to its failure to
use reasonable efforts and ordinary care to avoid or lessen the consequences of the allegations.
FIFTH DEFENSE
(Fraud)
One or more of Plaintiffs claims and/or the relief it seeks are barred due to Plaintiffs
fraud. For example, SHR presented knowingly false information to Natures Bakery to induce it
to enter into the Agreement including false statements regarding SHRs ability to provide the
benefits promised in the Agreement and material omissions regarding current endorsements of
competitive products by SHR, Team Members, and the Team, including Driver.
SIXTH DEFENSE
(Unclean Hands)
One or more of Plaintiffs claims and/or the relief it seeks are barred by the doctrine of
unclean hands. For example, Plaintiffs fraud and negligent misrepresentations in the formation
of the Agreement bars any recovery. Additionally, Plaintiff failed to perform in good faith under
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the terms of the Agreement including misleading counsel and the parties, as well as failed to take
reasonable steps to mitigate its alleged damages.
SEVENTH DEFENSE
(Excuse)
One or more of Plaintiffs claims and/or the relief it seeks are barred because Defendants
have been excused from performing any contractual or other duties. For example, Defendants
were excused from performance due to Plaintiffs various breaches of the Agreement and
Plaintiffs partial performance of the Agreement. Additionally, upon Natures Bakerys
termination of the Agreement, it owed no additional duties to Plaintiff.
EIGHTH DEFENSE
(Offset)
Defendants are entitled to an offset against any damages that Plaintiff seeks. For
example, some or all of Plaintiffs alleged damages should be offset by Plaintiffs partial
performance of the Agreement, by its failure to mitigate damages, and/or by payments already
made by Defendants.
NINTH DEFENSE
(Conduct of Others)
One or more of Plaintiffs claims and/or the relief it seeks are barred or subject to set-off
because any loss it incurred was caused by Plaintiff and/or third parties.
TENTH DEFENSE
(Breach of Contract)
One or more of the Plaintiffs claims and/or the relief it seeks are barred due to its own
breach of contract. For example, Plaintiffs inability or unwillingness to fulfill its obligations
under the Agreement bars any recovery.
ELEVENTH DEFENSE
(Breach of the Implied Covenant of Good Faith and Fair Dealing)

One or more of the Plaintiffs claims and/or the relief it seeks are barred due to its breach
of the implied covenant of good faith and fair dealing. For example, Plaintiffs unwillingness to
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cooperate with Defendants in its purported performance under the Agreement and/or actions that
frustrate the purpose of the Agreement bar any recovery.
TWELFTH DEFENSE
(Estoppel)
One or more of Plaintiffs claims and/or the relief it seeks are barred by the doctrine of
estoppel. For example, Plaintiff is estopped from claiming damages for its breach of contract
claim because of Plaintiffs own breaches, failure to perform, and/or partial performance.
[See Next Page for Defendants Counterclaims.]
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COUNTERCLAIMS
Defendants/Counterclaim Plaintiffs Natures Bakery, LLC (f/k/a Brick by Brick LLC and
Bella Four Bakery Inc.), The Marson Family Trust, and David B. Marson (for convenience,
referred to collectively as Natures Bakery) bring these counterclaims for fraud in the
inducement, negligent misrepresentation, breach of contract, breach of the implied covenant of
good faith and fair dealing, and declaratory relief against Plaintiff/Counterclaim Defendant
Stewart-Haas Racing, LLC (SHR), and allege as follows:
SUMMARY OF CLAIMS
91. Natures Bakery is a third-generation family-owned business that bakes, markets
and sells better-for-you affordable fig bars and similar healthy snack foods.
92. In 2015, defendant Stewart-Haas Racing, one of NASCARs largest race teams,
convinced Natures Bakery to become the lead sponsor for Danica Patrick, the high profile driver
of SHRs No. 10 car and her exclusive on-the-go snack foods sponsor. Natures Bakery had
no prior endorsement or sponsorship experience with NASCAR. But SHRs team of industry
experts made a compelling pitch: Danica Patrick was the most marketable personality in
NASCAR, an unrivaled brand ambassador with broad appeal and massive reach who would
dramatically increase Natures Bakerys visibility and sales. SHRs pitch promised this image of
Patrick:
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93. SHR promised that Patrick would have fidelity to Natures Bakery on and off the
track, in public appearances and interviews and, most importantly, with her millions of social
media fans on Twitter, Instagram and Facebook. SHR told Natures Bakery it could expect
exponential growth with SHRs involvement and four-to-one returns on investment, justifying
SHRs substantial financial demands.
94. The parties resulting Agreement, appended as Exhibit A, was a three year
endorsement marriage for the 2016 to 2018 NASCAR race seasons. In exchange for over $15
million per year, SHR and Patrick would faithfully endorse Natures Bakery and play a leading
role to promote the brand and its products to Patricks fans and beyond. These vows were
unequivocal: SHR formally warranted that its entire team, including Patrick, would exclusively
promote Natures Bakerys products and brand in the same industry Category as Natures
Bakery. SHRs vows of exclusivity were so important that, should they be violated in any
respect, Natures Bakery was entitled to unilaterally divorce from the relationship and terminate
the parties Agreement which unfortunately is what happened.
95. Despite written assurances, however, SHR now admits it lacked the ability or
authority to commit Patrick to the Agreements many obligations. And, unbeknownst to
Natures Bakerys management, Patrick was already engaged to a health food brand that sells
competing bars, Six Star Nutrition. Her relationship with the competitor endures to this day, and
includes multi-media endorsements and other advertising, including Patricks prominent display
on Six Stars website:
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96. While Natures Bakerys management was unaware of Patricks Six Stars
competitive products or other competing engagements detailed below, at least midway through
the 2016 race season, it understood the relationship was in trouble. SHR refused to retain a
dedicated professional to oversee Patricks performance (despite its obligation to do so) and
there was repeated difficulty securing attention from Patrick on social media, at photo shoots,
charitable events and other sponsor engagements. Patrick rarely mentioned Natures Bakery in
interviews and press appearances and frequently declined to reference the brand on her social
media. SHR did nothing other than collect Natures Bakerys money.
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97. Half-way through the 2016 race season, the companys representatives began
meeting with SHR hoping to address their concerns and find as many substitute sponsors as
possible for 2017 and 2018. By December 2016, after persistent concerns regarding the
relationship and upon discovering Patricks engagements with competing brands, Natures
Bakery was forced to act. It provided formal notice to SHR and offered cooperation in moving
the entire relationship to a new sponsor. SHR rejected and ridiculed the companys proposal.
98. In January, Natures Bakery exercised its right of termination under the
Agreement based on SHRs inability to satisfy the non-compete obligations. Natures Bakery
continued to offer assistance to SHR and Patrick, and even gratuitously offered to provide a
financial backstop to help smooth the transition. SHR rejected the proposal, calling it
ridiculous.
99. With the 2017 race season approaching, and without consulting Natures Bakery,
SHR decided to go public with the parties divorce before negotiating terms of separation or
identifying a replacement sponsor. It then filed this suit just days before the parties executives
were to meet in person to try to reach a business resolution.
100. Natures Bakery now brings these counterclaims to obtain equitable and monetary
relief from SHRs misconduct, a declaration it owes no further payment obligations under the
Agreement, and disgorgement of sponsorship funds already paid to SHR in 2016.
PARTIES
101. Counterclaim Plaintiff Natures Bakery, LLC, f/k/a Brick by Brick, LLC
(Natures Bakery), is a Delaware limited liability company with its principal place of business
in Reno, Nevada. Natures Bakery is the successor in interest to Bella Four Bakery, Inc., a
Nevada Corporation that is signatory to the Agreement. Natures Bakery was inspired by
Richard Marson who started baking in the 1960s and remains a family-owned business.
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102. Counterclaim Plaintiff David B. Marson, an individual and Nevada resident, is the
founder of Natures Bakery, LLC and a party to the Agreement. Together with his wife Jan
Marson, they own a majority in interest of Natures Bakery.
103. Counterclaim Plaintiff The Marson Family Trust, a Nevada-based trust, is a
shareholder of Natures Bakery, LLC and party to the Agreement.
104. Counterclaim Defendant Stewart-Haas Racing, LLC is, upon information and
belief, a North Carolina limited liability company and a party to the Agreement. It was founded
by Gene Haas, an industrialist currently residing in California.
JURISDICTION
105. The parties have stipulated to this Courts jurisdiction, including designation to
the North Carolina Business Court.
106. The Court also has jurisdiction of Natures Bakerys declaratory relief claims
pursuant to Rule 57 of the North Carolina Rules of Civil Procedure and the Uniform Declaratory
Judgment Act, N.C. Gen. Sta. 1-253 et seq., because an actual controversy exists between
Natures Bakery and SHR with respect to SHRs legal duty to minimize loss and mitigate
damages related to Natures Bakerys alleged breach.
107. Venue is proper here because the parties agreed pursuant to the Agreement to the
exclusive venue of North Carolina state courts located within either Cabarrus or Mecklenburg
Counties and waived any objection to such venue.
FACTUAL BACKGROUND
108. Natures Bakery is a family owned business based in Reno, Nevada. The
company is built on three generations of the Marson family. It manufactures and distributes
healthy fig-based snack bars to consumers throughout the United States and abroad.
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109. The inspiration for the company comes from Richard Marson, current owner
David Marsons father, in the 1960s.
110. Following the great recession of the late 2000s, the company faced an existential
moment when its major copacking contract with Clif Bar was terminated. With an idle bakery
and hundreds of workers depending on them, the Marsons reinvented the business by developing
what would become Natures Bakerys fig and fruit bars.
111. However, the business had no marketing or sales department and little branding
experience. In a hail-mary to save the company and its employees, the Marsons sent packages of
fig bars to retailers located in the phone book and on the Internet. Somehow, buyers at retailers
received the packages and tried the products, which they loved. Natures Bakerys fig bars
caught on.
112. Through hard work and perseverance, the Marsons established relationships with
retailers around the country, one mailing after another.
113. As additional retailers began carrying its products, Natures Bakery was able to
expand operations, provide additional benefits to employees and rehire many of its original
workers.
114. Today, Natures Bakery operates two manufacturing facilities in Reno, Nevada
and St. Louis, Missouri, and is the proud employer of approximately 500 employees. Consumers
can buy its products in hundreds of locations around the country from Walmart and Kroger, to
small grocers and stores around the country.
A. SHR Solicits Natures Bakery
115. By 2015, Natures Bakery had experienced substantial sales growth and
profitability. Although it lacked marketing experience, it was interested to find ways to expand
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its reach and develop new consumers and channels. It explored a number of marketing
opportunities to help achieve those goals.
116. Serendipitously, SHR and Patrick were in search of a new sponsor to replace Go
Daddy, who had terminated Patrick for the 2016 race season.
117. Representatives of SHRs founder, the billionaire Gene Haas, knew the Marsons
through his company, Haas Automation, a machine tool manufacturer based in California. For
years, Haas Automation sold the Marsons equipment for the machines used in their Reno bakery.
Through this connection, SHR proposed that Natures Bakery marry its brand to Patricks high
profile image. SHR informed Natures Bakery that the parties would need to move quickly to
realize the opportunity.
118. Beginning in mid-2015, the parties principals began discussing a possible
sponsorship. They had several conference calls.
119. Owner Dave Marson made clear that while the company was interested in
sponsoring Patrick, Natures Bakery needed to know that she would be an authentic
representative and passionate about promoting the brand.
120. Patrick, who participated in the discussions, stated that she had never tried the
companys fig bars but liked the idea that the company was promoting a healthy and active
lifestyle. Dave Marson insisted that she try the companys products and sent her samples.
121. Patrick responded that she loved the products, opening the door to active
sponsorship negotiations.
122. In early June 2015, the parties met in Kannapolis, North Carolina to discuss next
steps. Dave and his son Sam traveled to SHRs campus in Kannapolis. Neither had ever
negotiated a major sponsorship transaction before.
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123. They got a tour of the campus and met with SHRs senior executives, including
owner-Tony Stewart, President Brett Frood (who at the time was Executive Vice President), VP
of Sales Mike Verlander, and Director of Business Development Mike Dinerman. Patrick joined
the meeting to promote the partnership.
124. During the discussion and after, SHR representatives told Natures Bakery that
they were Patricks agents for purposes of the transaction and had authority over her
performance with specific reference to her social media platforms and other marketing rights for
Patrick.
125. SHR also heavily promoted NASCARs alleged growth in both sponsorship and
viewership, particularly in key demographics where Natures Bakery hoped to expand. SHR
based its fee demand upon these representations. Natures Bakery would later learn that these
statements about NASCARs health were untrue, as NASCAR was undergoing retraction
something that SHR well understood.
126. The meeting itself was casual and friendly, more like an introduction to a family
partnership than a business relationship. After introductions, SHRs Mike Dinerman gave an
hour and half presentation. SHRs pitch focused on Patricks celebrity and how SHR planned to
use her social media and online presence to activate Natures Bakery NASCAR-focused
marketing campaign. SHR sold the Marsons heavily on SHRs ability to help assist and educate
Natures Bakery on the use of sponsorship marketing, on their ability to deliver Patrick and her
brand, and promises that the relationship would be monogamous.
127. SHR moved quickly to lock Natures Bakery into the expensive contract. SHR
provided Natures Bakery with a term sheet (again confirming, SHR will include Natures
25
Bakery in current strategic social media platforms, including Facebook, Twitter, Instagram, etc.
This is applicable to SHR and Danica Patricks platforms.).
128. SHR touted Patrick as an unrivaled brand ambassador with broad appeal and
massive reach that transcended NASCAR. Her active and health-conscious lifestyle would be
the perfect match for Natures Bakery better-for-you brand. In materials presented to Natures
Bakery, SHR called Patrick the most marketable personality in NASCAR:
129. In these same materials and in multiple conversations with Natures Bakery, SHR
specifically called out Patricks massive social media following. SHR promised Natures Bakery
that its products would be featured on Patricks personal Twitter and Facebook accounts, which
have 1.28M Twitter Followers and 1.32M Facebook Fans:
26
130. SHR called out Patricks other aligned endorsements including Coke Zero,
Aspen Dental, and GoDaddy, which at the time was Patricks primary sponsor. Nowhere in the
pitch materials did SHR mention Patricks endorsement of Six Star.
131. The sales pitch was all about what Patrick would do for Natures Bakerys brand
with SHRs guidance. SHR promised it would coordinate sponsorship activities to ensure that
Natures Bakery realized its promised benefits. It promised an activation toolbox to drive
Natures Bakerys brand and sales behind the sponsorship. The toolbox was supposed to
unlock access to major retailers and distribution channels in the Southeast and other regions
where NASCAR is popular. SHR touted the list of grocery channels that were friends of
NASCAR and in the NASCAR family that will help grow distribution.
132. Natures Bakery asked, How do we verify that SHR has the right to grant what
they say they are granting in this agreement regarding Danica Patrick and her services? SHR
confirmed We would be in breach if we were unable to deliver anything we are granting, and
added specific representations and warranties to the Agreement.
27
133. When directly asked about access to Patricks social media assets, SHR confirmed
that there will be various social distribution points that will/can be utilized to promote your
brand, which will include Danicas assets, as well as those of Stewart-Haas Racing. (Emphasis
added.)
134. SHR sought to justify the cost of the relationship by identifying increased sales
the brand could expect to experience during the first year. Natures Bakery was told to expect a
four to one return on investment from the sponsorship, i.e., over $60 million ($15 million times
four) in added sales per year above normal growth projections. These projections were
communicated by SHRs Mike Verlander during meetings with Dave Marson and others.
Accordingly, Natures Bakery forecasted that its sales would increase substantially over its
existent baseline growth projections.
135. As it turned out, SHRs promises were illusory and misleading. There was no
massive increase in sales. NASCAR viewership was retreating. The team had other significant
operational problems. SHR lacked the ability to control Patricks performance under the
Agreement.
136. As a result, the Sponsorship came nowhere close to fulfilling its promises, nor
justifying the more than $17 million Natures Bakery paid SHR in 2016.
B. The Parties Agreement and SHRs False Representations and

Warranties
137. Based on SHRs promises, Natures Bakery signed up to be the lead sponsor for
28 of Patricks 38 NASCAR races in 2016, 2017, and 2018. Natures Bakery also paid to be the
associate sponsor for Patrick for the other 10 races. The price tag: over $15 million per year
over a three year term. (See Exhibit A.)
138. In return, SHR made a number of promises that it failed to keep.
28
1. SHR Promises to Ensure Product Category Exclusivity for Natures
Bakery
139. Exclusivity was the most important right Natures Bakery bargained for. It
ensured Natures Bakery (or so it thought) that Patrick would not promote or endorse any other
brands in competition with Natures Bakery in the on-the-go snack foods category.
140. Two provisions in the Agreement made these obligations and the consequences
for breach crystal clear. First, SHR agreed to ensure this product category exclusivity
(Agreement 3) (emphasis added):
Sponsorship & Exclusivity.
(a) Sponsorship. During the Term, Sponsor will be a primary sponsor of the
Team during the Primary Races and an associate sponsor of the Team during the
Associate Races.
(b) Exclusivity. During the Term, Sponsor shall have, and SHR shall ensure,
product category exclusivity in the Category in connection with SHR, Team, and
Team Members, and all rights, Benefits, and entitlements granted pursuant to this
Agreement. Subject to Section 3(b), SHR shall not, and shall ensure that the Team
and Team Members shall not, advertise, sponsor, publicly promote, or publicly
endorse any Competitive Brand. Sponsor shall use the rights afforded to Sponsor
pursuant to this Agreement solely to promote Sponsors Natures Bakery brands
in the Category.
141. Second, SHR agreed that if Patrick, the Driver in the Agreement acted
unfaithfully by endorsing a competitive brand, Natures Bakery would have the absolute right to
terminate the Agreement (id. 5(a) (emphasis added)):
(a) Driver. If, during the Term, Driver [Patrick] commercially

endorses a Competitive Brand in violation of this Agreement
then either party may terminate this Agreement by providing
written notice to the other party hereto.
142. Natures Bakery paid a premium for these exclusive rights. Without exclusivity,
its brand would be lost in the clutter of other food products Patrick would otherwise have been
free to promote. As it turns out, that is exactly what SHR allowed to happen.
29
2. SHR Promises to Coordinate All Sponsorship Activities with Natures
Bakery Including Sponsorship Activation
143. When the parties first discussed the Agreement, SHR knew that Natures Bakery
was not sophisticated with regard to major sponsorships and lacked a large marketing or
advertising team. Natures Bakery was very transparent that it operated as a small business that
had grown its brand through traditional channelsword of mouth, quality products, and hard
work. It did not have a national marketing campaign, had no experience as a major sponsor at
this level or NASCAR partner.
144. Natures Bakery informed SHR of these facts and stated that the brand would
heavily rely and depend upon SHRs experience and expertise in managing and activating
sponsorship deals.
145. Accordingly, in order to induce Natures Bakery to enter the Agreement, SHR
agreed to help lead Natures Bakerys marketing and activation efforts. SHR expressly promised
it would be an active partner and help manage Patrick.
146. SHR agreed to assign a dedicated account manager to coordinate and ensure
that Natures Bakery actually received all sponsorship rights, Benefits, and entitlements granted
to Sponsor under this Agreement:
Account Management: Periodic Updates. At SHRs expense, SHR

shall provide Sponsor with a dedicated account manager to
coordinate with Sponsor and/or Sponsor's agency or public
relations representatives all Team Member appearances, publicity
activities, press releases, media interviews; manage Driver
appearance schedule; participate in Sponsor sponsorship team
conference calls; ensure Sponsor Trademarks, logos, and decals are
accurate for each Race and appearances, and all other sponsorship
rights, Benefits, and entitlements granted to Sponsor under this
Agreement.
(Agreement 4(i) (emphasis added).)
30
147. SHR also promised to use best efforts to help Natures Bakery with social
media activation including on Patricks Facebook, Twitter and Instagram. (Id. 4(d) (emphasis
added) & Schedule 4(b)(iv).)
148. These promises were key selling points of the Agreement and relationship
because SHR knew that Natures Bakery did not have the experience and personnel to activate
the sponsorship on its own. SHR knew that it would have to play a leading role in helping make
the engagement a success.
149. But SHR saw activation costs as another opportunity to take money from Natures
Bakery. Despite repeated admonitions from Natures Bakery that it is not seeing much fruit
from this endeavor, SHR gradually increased activation costs throughout the year. In 2016
Natures Bakery paid SHR $1.7 million for activation related costs with little to no benefit.
3. SHR Falsely Promises that It Had the Power to Control and Direct
Patricks Performance under the Agreement
150. SHR sold Natures Bakery on Patricks brand power and interest in
enthusiastically endorsing Natures Bakery and its products. Its the reason a family-owned
bakery in Reno opted to engage with SHR. Without her aggressive and exclusive endorsement
of the brand, Natures Bakery saw little value in the Agreement. And without SHRs promise
that it could ensure the faithfulness and exclusivity, Natures Bakery would never have agreed to
the marriage.
151. To protect this interest, the parties agreed that Natures Bakery would have the
unilateral right to terminate the Agreement at any time should Patrick be unable or unwilling to
perform under the Agreement. (Agreement 5(a).) In specific, if Patrick did not actively
promote Natures Bakerys brand on social media, at the track, in public appearances, and other
31
opportunities, Natures Bakery had the right to withdraw from the relationship by giving notice
and then terminating the Agreement.
152. SHR also expressly represented that it had the authority and power to guarantee
that Patrick would provide the personal services SHR had promised. SHR represented that it
could guarantee Patricks performance without getting her consent or approval and that any
agreements with Patrick would not prevent or interfere with performance under the
Agreement:
Mutual Representations and Warranties. Each party represents and

warrants to the other that: (i) it has the power to and is authorized
to enter into this Agreement and grant the rights hereunder without
the consent or approval of any other person or entity which has
not yet been obtained; (ii) it is not a party to any agreements or
commitments that would prevent or interfere in any manner with
the full performance of its material obligations set forth in this
Agreement . . .
(Agreement 9(a) (emphasis added).)
153. SHR further represented that performance by SHR of its obligations under the
Agreement do not violate or conflict with any other agreements. (Id. 9(b).)
154. SHR knew or should have known that these representations were false when it
made them. Upon information and belief, SHRs Racing Team Contract with Patrick, which
details Patricks obligations to SHR, did not give SHR the authority to direct her performance
under the Agreement, including with respect to her social media.
155. SHRs Complaint makes this clear. SHR alleges that it asked but did not have
the authority to direct Patrick to stop posting on social media. (See, e.g., Compl. 51.) SHR
also alleges, somewhat bizarrely, that Danica Patrick is not an SHR employee (and thus, not
32
included in the definition of Team or Team Members) so by definition, she could not cause
SHR to violate the exclusivity provision stated above.1
C. Natures Bakery Projects Significant Increases in Sales Based on

SHRs False Promises
156. For a company of any size, the Agreement represented a significant financial
commitment. As noted above, SHR justified the significant sponsorship fee by explaining the
direct returns the brand could expect from the relationship.
157. Those returns were explicitly discussed between the parties. Natures Bakerys
objectives were, among other things, to (a) accelerate distribution of its products in new regions
of the U.S. that it had historically not penetrated, including the Southeast and Mid-Atlantic
where NASCAR is particularly strong, (b) see increased revenues in existing distribution
channels and regions through retail activation, and (c) raise brand awareness through activation
and Patricks social media platform. The companys internal forecasts projected that it would
see a substantial increase in sales commensurate with it based on its sponsorship and activation
efforts. That was how convincing SHRs pitch was.
158. Once it signed the sponsorship, Natures Bakery worked hard to activate. It hired
a dedicated NASCAR Sponsorship Marketing Manager, who sat at SHRs headquarters in
Kannapolis so he could coordinate with SHR and Patrick. Natures Bakery also had many other
key employees working on the sponsorship and hired a number of outside consultants to work on
activation and coordinate with SHRs team.
1
(Compl. 59 (emphasis added) (referring to 3(b) of the Agreement, which states that SHR shall ensure product
category exclusivity in the Category in connection with SHR, Team, and Team Member and all rights, Benefits, and
entitlements granted pursuant to this Agreement.).)
33
D. SHR Fails to Support Natures Bakery and Is Unable to Ensure
Patricks Performance
159. Natures Bakery devoted substantial resources to the success of the sponsorship.
SHR, however, did not live up to its commitments. It failed to ensure (a) Patricks faithful
promotion of Natures Bakerys products and (b) that SHRs team would guide Natures
Bakerys activation efforts.
1. SHR Fails to Ensure Patricks Performance
160. Natures Bakerys sole reason for entering into the Agreement was Patrick. She
was the key to the relationship and without SHRs representations that they could ensure her
performance and faithfulness, Natures Bakery would never have agreed to the relationship.
That is why Natures Bakery bargained for the right to terminate the Agreement if Patrick
endorsed a competitive product or was unable or unwilling to promote the brand and for
SHRs obligation to ensure product category exclusivity. (Agreement 3(b) 5(a)(iii) & (vi).)
a) SHR fails to appoint a dedicated manager to oversee

Sponsorship activities and Patricks performance
161. SHR promised to provide Natures Bakery with a dedicated account manager to
coordinate the Sponsorship. (Agreement 4(i).) The dedicated account manager was supposed
to ensure that Natures Bakery received all sponsorship rights, Benefits and entitlements
granted under the Agreement. (Id.) One of those benefits, was Patricks faithful promotion of
Natures Bakery in her public appearances and on her personal social media. (Id. & Schedule
4(b)(vi).)
162. This was an important piece of the Agreement from Natures Bakerys
perspective because it was new to NASCAR, new to sponsorships, and had relied on SHRs
representations that it would guide and help Natures Bakery activate the promised benefits of
the Sponsorship.
34
163. But SHR never appointed a dedicated account manager to work with Natures
Bakery and ensure Patricks performance. The result was that Patrick spent more time and
energy promoting her other sponsors, side projects, and personal brands than she did on Natures
Bakery.
164. For example, as primary sponsor of the majority of Patrick races, Natures Bakery
expected (and paid) to see Patrick occasionally walking around the pit at race weekend with a
Natures Bakery fig bar in her hand. That rarely happened. But race fans and TV audiences saw
her frequently with a bottle of Coca-Cola or Coke Zero in her hand, another sponsor of Patricks.
165. When Natures Bakery asked SHR why it could not cause Patrick to showcase its
products more frequently, SHR said it had difficulty controlling her conduct. Its failure to
manage her performance robbed Natures Bakery of the fundamental promise and benefit of the
relationship.
b) Patrick Endorses Competitive Products
166. SHRs guarantee that it would ensure Patrick did not advertise, sponsor, publicly
promote, or publicly endorse any Competitive Brand was one of the key promises of the
Agreement. The whole purpose of the sponsorship was to link Patrick with Natures Bakery in
the publics eye (or at least NASCAR fans). That is why the parties agreed that Natures Bakery
could terminate the Agreement if Patrick endorsed a competitor brand. (Agreement 5(a)(vi).)
167. SHR now admits that it knew months before enticing Natures Bakery into the
Agreement that it could not make good on these promises. It admits that it knew Patrick was
endorsing Six Star. (See Complaint 45(a).)
168. Six Star makes a limited number of products including on-the-go snack and
protein bars.
35
169. Six Stars protein bar is an on-the-go snack food and competes with other snack
foods including bars such as Natures Bakerys products.
170. Six Star sells its products in the niche health or better for you market in which
Natures Bakery also competes.
171. SHR did not tell Natures Bakery about this endorsement before Natures Bakery
entered the Agreement.
172. If Natures Bakerys management had been told by SHR that Patrick was
endorsing a company that made protein bars, it never would have entered the Agreement.
Similarly, if Natures Bakery knew that Patrick was going to show little interest in promoting its
brand and that SHR was powerless to ensure that she would promote the brand, it never would
have entered into the Agreement.
c) Patrick Does Not Promote Natures Bakery on Her Social

Media or in Public Appearances
173. SHR heavily touted Patricks celebrity status as the most marketable driver,
with massive appeal and promised that it would ensure Patricks social media platforms were
accessible. SHR promised to use best efforts assisting with marketing opportunities
including social media activation, and promised to provide a dedicated account manager to
coordinate with Natures Bakery and Patrick regarding her media interviews. These were
empty promises.
174. Despite its representations, SHR did not control Patricks social media; Patrick
did. And she routinely failed to promote Natures Bakery on those outlets, even though she used
them frequently to promote her own clothing line, books, and recipes. Although Natures
Bakery was Patricks lead sponsor, it received an exceedingly small fraction of her media
touches. For example:
36
a. Patrick posted roughly 475 messages her Instagram account in 2016, but only
15 or 3% referenced Natures Bakery.
b. Patrick posted roughly 600 times to her Twitter account in 2016, but only 13
or 2% referenced Natures Bakery.
c. Patrick posted more 530 times to her Facebook account in 2016, but only 18
or 3% referenced Natures Bakery.
175. On a number of occasions, Patrick declined to promote Natures Bakery on her
social media, which led potential media partners to pull out of stories that would have featured
Natures Bakery. For example, in February 2016, Patrick and her team at True Speed
Communications2 killed a story on Natures Bakery by Well+Good, a premier lifestyle and news
publication devoted to the wellness scene. Well+Good pulled out of the story because Patricks
team refused to guarantee that she would post the story on her personal Instagram account.
176. Natures Bakerys team told Patricks representative at True Speed that Well and
Good is only willing to move forward if Danica can ensure that she will post about it on her
personal Instagram account. (Emphasis added.) Patricks representatives refused. They
offered to post the article on Danica Racing Inc.s (DRI) Facebook (1,077 fans) and Twitter (33k
followers) a far cry from the almost 1.5 million followers that would see it if were posted to her
Instagram.3 Patricks team could not confirm that she would post it on her personal accounts,
which SHR touted when selling Natures Bakery on the Agreement and the opportunity
vanished, as demonstrated by the below emails:
2
True Speed Communications is owned by SHRs co-owner Tony Stewart.
3
Patricks Instagram and Twitter accounts are linked meaning that a post to Instagram is automatically posted to
Twitter and seen by her currently 1.6 million twitter followers.
37
177. Patrick also failed to promote Natures Bakery in interviews and public
appearances. Patrick routinely failed to mention Natures Bakery while finding time to talk
about her own private projects, including her own recipes for on-the-go snacks, and her own
clothing line, Warrior by Danica Patrick and her forthcoming book Pretty Intense. For
example, on November 28, 2016 Yahoo! Sports featured Patrick in an interview posted to its
sports page: How NASCARs Danica Patrick Stays Healthy On The Road: Im an Admitted
Food Hoarder. (See http://sports.yahoo.com/news/nascar-danica-patrick-stays-healthy-
38
040000848.html.) While Patrick talked extensively about her home recipes, she did not mention
Natures Bakery once.
2. SHR Fails to Support or Oversee the Sponsorship Relationship
178. As noted, the Sponsorship was Natures Bakerys first foray into NASCAR, first
sponsorship of any kind, and first multi-million-dollar investment in a marketing campaign.
Natures Bakery relied on SHRs promise that it would help guide Natures Bakerys activation
efforts and help it focus the companys brand with NASCAR fans.
179. Yet SHR failed even in the most basic tasks, such as ensuring that Natures
Bakery was listed as Patricks sponsor in industry press and on industry websites.
180. For example, SHR failed to ensure the NASCARs official driver site for Patrick
was accurate. In 2016, the site showed Patricks sponsor as TaxAct Chevrolet SS and not
Natures Bakery:
181. SHR similarly failed to ensure that Natures Bakery was promoted and identified
to the press as the teams lead sponsor.
39
182. Instead, SHR allowed Fox Sports to identify TaxAct as Patricks lead sponsor,
with the AP showing that sponsor as GoDaddy.
40
183. Remarkably, SHR even allowed Danica to be featured on official race programs
wearing a previous sponsors fire suit.
(Race program from Crown Royal 400 at the Brickyard July 24, 2016)
E. Natures Bakery Realizes that Sponsorship Is a Bust and Asks SHR
for Help to Sell Some of Its Races
184. By mid-way through the 2016 season, Natures Bakery realized that it had been
sold on a relationship that never existed. SHR could not control Patrick and was more interested
in cashing Natures Bakerys checks than in making the sponsorship a success.
185. As early as June 2016, Natures Bakery voiced its concerns to SHR. Over and
over again, Natures Bakery explained that it was seeing no benefit from the relationship and
could not justify from a business perspective continuing to sponsor 28 races per year. Natures
Bakery suggested (and then implored) that SHR work with it to find replacement sponsors for
some of Natures Bakerys races. Natures Bakerys pleas fell on deaf ears.
41
186. On or about June 23, 2016, SHRs VP of Sales, Mike Verlander, visited Natures
Bakerys Reno offices and met with several key personnel. During the meeting Natures
Bakerys founder, Marson told Verlander that the relationship was not working and that they
needed to sell off races.
187. This meeting was followed by several conversations between Natures Bakerys
CEO, Kelly Allin, and CFO, Joe Marshall and SHRs Verlander, where Natures Bakery
delivered the same clear message: the relationship was not working and must move in a different
direction. The three specifically discussed a plan to sell off half of Natures Bakerys 2017 races
and all of its 2018 races. Allin made clear that Natures Bakery would help to preserve SHRs
and Patricks reputation during any transition. Verlander was receptive and promised he would
come up with creative ideas to address the need to sell off races.
188. Again, on or about June 30, 2016, Allin spoke to SHRs CEO, Brett Frood, on the
telephone emphasizing that the relationship was not working and that the parties needed to work
together quickly to find replacement sponsors for as many of Natures Bakerys races as
possible.
189. Dave Marson contacted Verlander again on July 18, 2016 by phone. He reiterated
that Natures Bakery needed to reduce the sponsorship and sell off races as soon as possible. On
August 21, 2016, Marson followed up with another email stating the companys disappointment
with Patrick and stating I want to discuss the situation and any options available to us.
190. Natures Bakerys entreaties continued throughout August and September. On
August 23, 2016 Natures Bakerys Allin and Marshall spoke with SHRs Frood and Verlander
on the phone about program reduction. On September 10, 2016, Marson emailed SHR yet
again about the need to reduce the 2017 sponsorship: I know these things take time, and
42
requesting a long overdue update on how next year is shaping up. On or about September 18,
2016, during the Chicagoland Race weekend, Marson met with Verlander in person and again
discussed finding sponsors to take some of Natures Bakerys 2017 and 2018 races.
191. On November 22, 2016 immediately after the 2016 race season ended, Marson
once again emailed Verlander regarding the poor numbers from the season and Natures
Bakerys disappointment with the relationship. He wanted to give [SHR] plenty of notice to fill
the sponsorship for 2018 [and obtain an] update on any more races we can possibly sell for
2017.
192. On December 19, 2016, Natures Bakery sent a more formal letter from CEO
Allin detailing the many ways that SHR and Patrick had failed to deliver on the promises of the
sponsorship relationship. Allin made clear, yet again, that SHR needed to start looking for
replacement sponsors: Our goal is straight-forward. We aim to work with you to quickly
identify and secure a substitute sponsor for the 2017 and 2018 seasons. A copy of the
December 19, 2016 is attached as Exhibit B.
193. Allin spoke to SHRs Frood on January 5, 2017 to again emphasize the need for
the parties to move quickly to find replacement sponsors. Based on the discussion, four days
later, Allin sent Frood a proposed memorandum of understanding (MOU) outlining a path
forward to sell off races. A copy of Allins email and appended MOU is attached as Exhibit C.
194. The MOU offered Natures Bakerys full cooperation and assistance in
transitioning the sponsorship to a new lead sponsor. The brand also offered to gratuitously
provide millions of dollars in backstop commitments to help ease Patricks and SHRs transition
to new sponsors. The company made clear that it was willing to negotiate the terms of the MOU
to reach a win-win business solution.
43
195. Despite the approaching race season, Frood took almost a week to respond. On
January 13, he emailed to reject the proposal outright, calling the offer patently unacceptable.
196. His email offered to help sell races, but was devoid of any detail or terms. He
then promised that we will come back to you with a proposed resolution that will hopefully
make sense for both parties. That proposal never came and, to this day, SHR has failed to offer
any concrete business terms for transitioning the sponsorship other than filing this lawsuit and
demanding massive damages.
197. In sum, since June 2016 to the date of this filing, SHR has not sold a single race
for which Natures Bakery received a reduction in cost obligations.
198. SHR also has steadfastly refused to provide any information on supposed efforts
to sell races. As of the date of this filing, SHR ignores these and other requests. In fact, the only
effort SHR made to help its business partner, after months of requests, was to identify an existing
SHR sponsor, Code 3, that was interested in buying three races.
199. But rather than provide Natures Bakery a base fee reduction for the replacement
sponsor (which was the whole point of reducing its races), SHR credited those base fees toward
future activation efforts by SHR. The net effect was to not reduce Natures Bakerys spend on
the sponsorship at all.
F. Natures Bakerys Termination of the Agreement
200. After months of disappointment with the sponsorship and failed efforts to get
SHR to engage in selling races to replacement sponsors, Natures Bakery sent a formal notice
letter to SHR on December 19, 2016. (See Exhibit B.)
201. In addition to detailing many of SHRs breaches, including its failure to manage
the sponsorship, ensure product category exclusivity, or deliver on its promises regarding
Patricks performance, Natures Bakery offered to work with SHR to quickly identify and
44
secure a substitute sponsor for the 2017 and 2018 races. Natures Bakery suggested that the
parties begin doing so immediately in a constructive manner.
202. Rather than address Natures Bakerys concerns, SHRs unfaithfulness in
monitoring Patrick, or the undeniable evidence of breach, SHR responded as if nothing had
happened and made no effort to address the evidence Natures Bakery presented.
203. SHR also disclaimed any control over Patrick, stating that she is not an employee
of SHR, and her having done so [i.e., endorse a competitive brand] is not a breach of the
Sponsorship Agreement.
204. This admission, which SHR subsequently reaffirmed in its court filings
(Complaint 59), directly contradicts and calls into question its representations and warranties in
the Agreement that it could ensure her performance and that it had the power to grant all of the
sponsorship rights under the Agreement without the consent or approval of any third party.
205. Over the next few weeks, Natures Bakery tried repeatedly to engage in good faith
discussions regarding a mutually acceptable wind-down of the Sponsorship. SHR would not
engage.
206. After months of fruitless attempts to work with SHR, on January 19, 2017,
Natures Bakery gave formal notice of its decision to terminate the Agreement. In its
termination notice, Natures Bakery again reiterated its willingness to work in good faith with
SHR to help it find replacement sponsors and wind-down our relationship in a manner that
benefits and preserves the value, reputation, and goodwill of all parties, including SHR,
Natures Bakery, Patrick and NASCAR. A copy of the January 19, 2017 letter is appended as
Exhibit D.
45
G. Natures Bakerys Has Been Damaged by SHRs Fraud and Breach of
the Agreement
207. From the time SHR proposed Natures Bakery as a possible NASCAR sponsor,
Natures Bakery relied and trusted SHR. As it turns out SHR omitted material information and
misrepresented its ability to deliver the promised benefits under the Agreement.
208. Natures Bakery had never engaged on a business level with professional sports
and had no major sponsorship deals of this level before being induced into the Agreement with
SHR.
209. But for SHRs material misrepresentations and omissions of material facts,
Natures Bakery would never have entered into the Agreement or spent over $15 million on the
failed relationship. Based on the representations by SHR, Natures Bakery also entered into
costly agreements such as hiring a full time Sponsorship Marketing Manager, engaging public
relations firms, and spending over $1.5 million on activation related costs. Natures Bakery also
diverted significant energy and resources from other projects and proposals based on the
promises from SHR that never came to fruition.
210. Natures Bakery abided by its payment obligations throughout 2016 and poured
considerable resources and energy into the Agreement. SHR on the other hand flouted its
obligations and breached the Agreement by failing to oversee or support the relationship and
failing to ensure Patricks performance.
211. As a result of SHRs breaches, the considerable costs, time and energy sunk into
the relationship did not yield the promised benefits. Sales growth slowed, new distribution
channels did not materialize, and brand visibility did not materially improve. Natures Bakery
spent over $17 million in sponsorship related costs in 2016 and saw virtually no benefit.
46
H. Natures Bakerys Good Faith Efforts to Resolve this Dispute
Privately
212. Natures Bakery made repeated efforts to secure a business resolution of the
parties divorce without undue media and press attention.
213. In the weeks immediately prior to the termination of the Agreement, Natures
Bakery sought to engage in business discussions. Its counsel obtained oral commitment from
SHR that the parties would refrain from filing suit in order to allow the parties to meet and
discuss commercial terms.
214. After fits and starts, the parties selected a neutral mediator to help work with the
parties. Natures Bakery and its counsel agreed to travel to Charlotte to meet with SHRs
representatives and booked travel and accommodations for the meeting, due to take place on
Tuesday, February 7, 2017.
215. The meeting never transpired because SHR elected to go fully public with the
parties dispute, putting an end to the parties business discussions.
216. At 5:00 p.m. EST on Friday, February 3, 2017, three days before the parties were
set to mediate and without prior notice, SHR filed its Complaint. In doing so, SHR violated the
parties oral understanding that neither side would rush to court before trying to meet and resolve
their differences.
I. SHR Deliberately Interferes with Finding Replacement Sponsors
217. As alleged above, SHR has been on notice for at least eight months, since June
2016, that it would need to find some replacement sponsors for Patricks car. Since mid-
December 2016, SHR has been on notice that Natures Bakery was demanding transition of the
entire sponsorship due to problems in the relationship.
47
218. Yet SHR has not taken reasonable steps to find replacement sponsors. And it has
rebuffed Natures Bakerys repeated attempts to offer its cooperation in that process.
219. Natures Bakery has repeatedly offered its services and resources to help find
sponsors. In correspondence, the brand repeatedly has emphasized that it remains willing and
interested to help facilitate a reasonable and productive transition and looks forward to
working with SHR to wind down our relationship in a manner that benefits and preserves the
value, reputation, and goodwill of all parties. (See Exhibit D [January 19, 2017 letter].) It
continued to offer its help even though SHRs breaches relieved Natures Bakery of any duty
under the Agreement.
220. None of Natures Bakery offers were accepted. Instead, upon information and
belief, SHR has followed a course that likely had damaged the market for SHR and Patrick to
find replacement sponsors.
221. First, SHR sat on his hands for months when it was on notice that it needed to
identify and sign sponsors to replace Natures Bakery on at least some of Patricks 2017 and
2018 races. Upon information and belief, it has still not retained an outside sales representative
to assist its in-house team in selling races for Patricks car.
222. Second, without consulting Natures Bakery, SHR decided to remove Natures
Bakerys logo from the No. 10 car and send Patrick to NASCARs preseason media event in an
associate sponsors, TaxAct, fire suit. Before the event, Natures Bakery told SHR that it was
free use its logo for the event so as to protect it and Patrick from press inquiries regarding the
sponsorship situation in advance of Daytona. As a result of SHRs decision, the press coverage
of Patrick and SHR focused on sponsorship issues rather than her chances of success in the
upcoming season.
48
223. Third, rather than seek new sponsors for one of the most marketable personalities
in sports, SHR instead decided to sell NASCARs marquee race, Daytona, and an undisclosed
double-digit number of races to its existing sponsor, Aspen Dental, at below-market prices.
224. Fourth, SHR decided to file a public lawsuit in which it bad-mouthed its driver
and levied false allegations against its former sponsor. Neither tactic likely will help SHR find
replacement sponsors for Patrick remaining 2017 and 2018 races.
225. Finally, as noted above, SHR has consistently rejected Natures Bakerys offers to
find replacement sponsors. Most recently, on February 14, 2017, Natures Bakery wrote to seek
SHRs help in coordinating the sale of race sponsorships and to prevent further injury to SHRs
and Ms. Patricks brand from continued delay in that process. A copy of the February 14, 2017
letter is attached as Exhibit E. Natures Bakery reiterated that it remains ready and willing to
assist SHR to both maximize opportunities for the Number 10 Car and Ms. Patrick to attract new
sponsors and asked that SHR provide it with some information so that the parties could
coordinate those efforts, e.g., a list of races for which SHR already had found replacement
sponsors, list of potential sponsors SHR has already or plans to contact, what coordination there
is between SHR and Patrick to identify sponsors, and whether SHR had retained an outside sales
representative to assist.
226. Rather than take Natures Bakery up on its offer to help with finding replacement
sponsors, SHR refused to provide any information regarding its efforts based on unfounded fears
that Natures Bakery, which is bound by the confidentiality provisions of the Agreement, would
disclose this information to third parties. SHR also stated that it is not comfortable working in
tandem with [Natures Bakery] to fill the sponsorship void.
49
227. SHRs response made clear that it is not and will not make reasonable efforts to
mitigate any claimed damages. Its self-defeating conduct likely has dampened the market for
sponsorship for Patrick.
228. Nevertheless, Natures Bakery has not stopped trying to work with SHR to find
replacement sponsors and, as recently as February 22, 2017 continues to request information
from SHR to help it to do so. A copy of Natures Bakerys February 22, 2017 letter is attached
as Exhibit F.
FIRST CLAIM FOR RELIEF

(Fraudulent Misrepresentation)
229. Natures Bakery incorporates the foregoing paragraphs as if fully set forth herein.
230. SHR made false statements and omissions of material fact to induce Natures
Bakery to in enter into the Agreement.
231. In pitch materials, provided to Natures Bakery in Summer 2015, SHR
represented to Natures Bakery that the key value proposition of the Agreement was Patricks
marketability and massive appeal and, in particular her 1.28M Twitter Followers and 1.32
Facebook Fans. In July 2015, prior to July 30, 2015, the date the parties executed the
Agreement, SHR misrepresented that it had the power and authority to guarantee that Patrick
would actively promote Natures Bakery on her personal social media to her millions of
followers and fans. This representation was knowingly false at the time SHR made it; it knew
that it could not control what Patrick posted on her personal social media, including her
Facebook and Twitter accounts.
232. In June and July 2015, prior to July 30, 2015, the date the parties executed the
Agreement, SHR intentionally failed to disclose material facts to Natures Bakery regarding
Patricks sponsorship of other brands and products that directly compete with Natures Bakerys
50
fig bars, including that Patrick was a sponsor of Six Star Pro Nutrition, which markets and sells
protein bars.
233. On July 30, 2015, and in the weeks prior as the parties negotiated the Agreement,
SHR representations and warranties regarding its authority to control and direct Patricks
performance of her duties as Driver under the Agreement, including that (a) it had the power to
and is authorized to enter into the Agreement and grant the rights thereunder without the consent
or approval of any other person or entity which has not yet been obtained; (b) it is not a party to
any agreements or commitments that would prevent or interfere in any manner with the full
performance of its material obligations set forth in the agreement; and (c) it is authorized to grant
the Benefits and the rights described in the Agreement and Natures Bakerys use and enjoyment
of them, including Benefits consisting of social media.
234. Upon information and belief, each of the above representations and warranties
were knowingly false or made recklessly, without any knowledge of their truth or falsity. Upon
information and belief, SHR did not have the power to grant, nor was it authorized to grant,
promotional rights to Natures Bakery on Patricks social media without her consent or approval.
Upon information and belief, SHR and Patricks Racing Team Contract, which SHR and Patrick
entered into after the Agreement (Complaint. 21(a)), did not give SHR the right to control or
direct Patricks personal media and therefore prevents or interferes with SHRs full performance
of its material obligations as set forth in the Agreement.
235. The relationship between Natures Bakery and SHR gives rise to the duty to speak
based on SHRs knowledge the truth underlying its fraudulent statements and omissions about
which Natures Bakery was both ignorant and unable to discover through reasonable diligence,
and which impacted Natures Bakerys decision to enter into the Agreement.
51
236. Natures Bakery reasonably relied on SHRs false statements, representations and
warranties in agreeing to enter into the Agreement.
237. SHRs false statements, representations and warranties were material to Natures
Bakerys decision to enter into the Agreement.
238. SHR is guilty of recklessness, oppression, fraud, or malice. SHRs conduct was
intended to cause injury to Natures Bakery, and carried out with a willful and conscious
disregard of Natures Bakerys rights.
239. Natures Bakery was, in fact, deceived by SHRs false statements,
representations, and warranties and reasonably relied on these to enter into the Agreement.
240. As a direct result of Natures Bakerys reliance on SHRs false statements,
representations and warranties, Natures Bakery suffered damages in an amount to be proven at
trial.
SECOND CLAIM FOR RELIEF

(Negligent Misrepresentation)
242. SHR failed to take reasonable care in the presentation of material fact to induce
Natures Bakery to in enter into the Agreement.
243. In pitch materials, provided to Natures Bakery in Summer 2015, SHR
represented to Natures Bakery that the key value proposition of the Agreement was Ms.
Patricks marketability and massive appeal and, in particular her 1.28M Twitter Followers and
1.32 Facebook Fans. In June and July 2015, prior to July 30, 2015, the date the parties
executed the Agreement, SHR misrepresented that it had the power and authority to guarantee
that Ms. Patrick would actively promote Natures Bakery on her personal social media to her
52
millions of followers and fans. SHR failed to use reasonable care to ensure the accuracy of that
information.
244. On July 30, 2015, and in the weeks prior as the parties negotiated the Agreement,
SHR representations and warranties regarding its authority to control and direct Ms. Patricks
performance of her duties as Driver under the Agreement, including that (a) it had the power to
and is authorized to enter into the Agreement and grant the rights thereunder without the consent
or approval of any other person or entity which has not yet been obtained; (b) it is not a party to
any agreements or commitments that would prevent or interfere in any manner with the full
performance of its material obligations set forth in the agreement; and (c) it is authorized to grant
the Benefits and the rights described in the Agreement and Natures Bakerys use and enjoyment
of them, including Benefits consisting of social media. SHR failed to take reasonable care in
ensuring the accuracy of the above representations.
245. Natures Bakery justifiably relied, to its detriment, on SHRs information,
representations and warranties in agreeing to enter into the Agreement.
246. SHRs information, representations, and warranties were made for the purpose of
inducing reliance and were material to Natures Bakerys decision to enter into the Agreement.
247. Natures Bakery had a pecuniary interest in the Agreement and by virtue of the
parties contractual relationship and the representations and warranties provided in the
Agreement, SHR owed Natures Bakery a duty of care to use reasonable care to ensure the
accuracy of the information, representations and warranties.
248. As a direct result of Natures Bakerys reliance on SHRs information,
representations and warranties, Natures Bakery suffered damages in an amount to be proven at
trial.
53
THIRD CLAIM FOR RELIEF
(Breach of Contract)
250. Natures Bakery entered into the Agreement with SHR effective January 1, 2016.
251. Natures Bakery performed all of its duties under the Agreement until it
terminated the Agreement for cause on January 19, 2017.
252. SHR breached its duty to Natures Bakery by inter alia failing to appoint a
dedicated account manager, failing to use best efforts in assisting Natures Bakery in discovering
and implementing internet based marketing opportunities, failing to ensure market product
category exclusivity, and failing to oversee and manage the Sponsorship.
253. As a direct and proximate cause of SHRs breach, Natures Bakery has suffered
actual damages in an amount to be proved at trial.
FOURTH CLAIM FOR RELIEF

(Breach of Implied Covenant of Good Faith and Fair Dealing)
255. Natures Bakery entered into the Agreement with SHR effective January 1, 2016.
256. SHR owed certain duties implied in the contract to effect the intention of the
parties and not in conflict with the express terms of the contract.
257. SHR breached its duty to Natures Bakery by inter alia failing to appoint a
dedicated account manager, failing to use best efforts in in assisting Natures Bakery in
discovering internet based marketing opportunities, and failing to ensure market product
category exclusivity.
258. As a direct and proximate cause of SHRs breach, Natures Bakery has suffered
actual damages in an amount to be proved at trial.
54
FIFTH CLAIM FOR RELIEF
(Declaratory Judgment)
259. Natures Bakery incorporates by reference each and every allegation contained in
the foregoing paragraphs above as if fully set forth herein.
260. The rule in North Carolina is that an injured plaintiff, whether his case be tort or
contract, must exercise reasonable care and diligence to avoid or lessen the consequences of the
defendant's wrong. If he fails to do so, for any part of the loss incident to such failure, no
recovery can be had. Miller v. Miller 273 N.C. 228, 239 (1968); Thermal Design, Inc. v M & M
Builders, Inc., 207 N.C. App. 79, 89 (2010) (In an action for tort committed or breach of
contract without excuse, it is a well settled rule of law that the party who is wronged is required
to use due care to minimize the loss.).
261. An actual controversy exists between Natures Bakery and SHR with respect to
SHRs duty to minimize loss as a result of the termination of the Agreement.
262. Accordingly, Natures Bakery requests a judgment, pursuant to the provisions of
Rule 57 of the North Carolina Rules of Civil Procedure and the Uniform Declaratory Judgment
Act, N.C. Gen. Stat. 1-253, et seq., declaring that SHR has a duty to make reasonable efforts
to minimize loss.
PRAYER FOR RELIEF
WHEREFORE, Natures Bakery, LLC, David B. Marson, and the Marson Family Trust
(collectively, Natures Bakery) pray that the Court issue the following relief:
A. The dismissal of all claims asserted in SHRs Complaint with prejudice;
B. Entry of an order that SHR take and recover nothing by virtue of the Complaint
and that judgment be entered in favor of Natures Bakery;
55
C. Damages to Natures Bakery, including compensatory and punitive relief and
disgorgement of amounts paid by Natures Bakery to SHR, arising from SHRs fraudulent and
negligent misrepresentations;
D. Compensatory damages in an amount to be proved at trial for SHRs breach of the
Agreement;
E. A declaration that SHR has a duty to mitigate damages arising from any breach of
the Agreement;
F. Prejudgment interest, attorneys fees and costs as allowable under law; and
G. All such other and further relief as the Court may deem just, proper, and
equitable.
56
Dated: February 24, 2017 Respectfully Submitted,
/s/ Sarah Motley Stone

Sarah Motley Stone (N.C. Bar No. 34117)
Womble Carlyle Sandridge & Rice LLP
One Wells Fargo Center, Suite 3500
301 South College Street
Charlotte, North Carolina 28202
Telephone: (704) 331-4982
Facsimile: (704) 444-9973
Email: sstone@wcsr.com
Pressly M. Millen (N.C. Bar No. 16178)

Womble Carlyle Sandridge & Rice LLP
150 Fayetteville Street, Suite 2100
Post Office Box 831
Raleigh, North Carolina 27602
Telephone: (919) 755-2100
Facsimile: (919) 755-6067
Email: pmillen@wcsr.com
J. Noah Hagey (pro hac vice to be submitted)

Andrew Levine (pro hac vice to be submitted)
Amit Rana (pro hac vice to be submitted)
BraunHagey & Borden LLP
220 Sansome Street, 2nd Floor
San Francisco, CA 94104
Telephone: (415) 599-5221
Facsimile: (415) 276-1808
Email: hagey@braunhagey.com
Email: levine@braunhagey.com
Email: rana@braunhagey.com
Attorneys for Defendant Natures Bakery, LLC, David B.

Marson and Jan Marson, as Trustees of the Marson Family
Trust, and David B. Marson, individually
57
CERTIFICATE OF SERVICE
I hereby certify that on February 24, 2017, a copy of the foregoing DEFENDANTS
ANSWER AND COUNTERCLAIMS was served on the following by electronically filing the
same with the North Carolina Business Court, which will automatically send notification of such
filing and serve counsel for all parties, and by email:
Adam L. Ross (aross@jmdlaw.com)

Jon P. Carroll (jcarroll@jmdlaw.com)
James, McElroy & Diehl, P.A.
600 South College Street, Suite 3000
Charlotte, NC 28202
Attorneys for Plaintiff Stewart-Haas Racing, LLC
/s/ Sarah Motley Stone

Sarah Motley Stone (N.C. Bar No. 34117)
58

Nature's Bakery Response To Steward-Haas Racing

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Nature's Bakery Response To Steward-Haas Racing

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STATE OF NORTH CAROLINA IN THE GENERAL COURT OF JUSTICE

SUPERIOR COURT DIVISION

STEWART-HAAS RACING, LLC,

NATURES BAKERY, LLC, individually, DEFENDANTS ANSWER

respond to Plaintiffs Complaint as follows:

decided to wear Adidas while being paid by Nike.

any of the promised return on its investment.

sponsors family owners personally.

its former partner and the broader NASCAR industry.

Below is Natures Bakerys Answer and Counterclaims in response to SHRs ill-

success on the track in 2017 and beyond.

SHR specifically disclaimed in the Agreement.

Subject to its stated defenses, Defendants respond to the Complaints numbered

PARTIES, JURISDICTION, AND VENUE

1. On information and belief, Defendants admit the allegations in paragraph 1 of the

2. Defendants admit the allegations in paragraph 2 of the Complaint.

3. Defendants admit the allegations in paragraph 3 of the Complaint.

4. Defendants admit the allegations in paragraph 4 of the Complaint.

5. Defendants admit the allegations in paragraph 5 of the Complaint.

6. Defendants admit the allegations in paragraph 6 of the Complaint.

7. Paragraph 7 of the Complaint alleges a legal conclusion to which no answer is

9. Defendants admit that the amount Plaintiff contends is in dispute exceeds

10. Defendants deny the allegations in Paragraph 10 of the Complaint.

11. Defendants lack sufficient knowledge or information to form a belief as to the

financially stable and successful.

17. The allegations in paragraph 17 relate to readings and interpretations of a

18. Defendants deny the allegations in paragraph 18 of the Complaint. SHR

19. In response to paragraph 19 of the Complaint, Defendants admit that the

paragraph 19 are denied.

20. In response to paragraph 20 of the Complaint, Defendants admit that the

paragraph 19 are denied.

21. Defendants lack sufficient knowledge or information to form a belief as to the

paragraph 21 of the Complaint.

financially unable to satisfy its obligations.

allegations as the document speaks for itself.

additional benefits described in paragraph 24 were pre-existing obligations of SHR and/or

25. Defendants deny the allegations in paragraph 25 of the Complaint. Natures

or the other false allegations in paragraph 25 of the Complaint.

allegations in paragraph 26 of the Complaint.

27. Defendants deny the allegations in paragraph 27 of the Complaint. Natures

paragraph 28 of the Complaint, as the Base Fee itself remained unchanged.

allegations in paragraph 29 of the Complaint.

30. Defendants deny the allegations in paragraph 30 of the Complaint. Several

commitments in the Agreement.

31. Defendants deny the allegations in paragraph 31 of the Complaint. The

allegations in paragraph 31 relate to readings and interpretations of a document, and to that

itself. Defendants deny the allegations in paragraph 32 of the Complaint.

race season ended in late November 2016.

alleged lack of communication by Natures Bakery. Natures Bakery dedicated considerable

remaining allegations in paragraph 35 of the Complaint.

36. Defendants deny the allegations in Paragraph 36 of the Complaint.

allegations in paragraph 38 of the Complaint.

39. Defendants deny the allegations in paragraph 39 of the Complaint.

41. Defendants deny the allegations in paragraph 41 of the Complaint. Defendants

ever given by SHR as required under the Agreement.

remaining allegations in paragraph 43 of the Complaint.

allegations of Paragraph 44 as the referenced letter speaks for itself.

allegations as the document speaks for itself.

46. Defendants deny the allegations in paragraph 46 of the Complaint. Natures

the likes until this suit was filed.

47. Defendants deny the allegations in paragraph 47 of the Complaint. Liking a

48. The allegations in paragraph 48 relate to readings and interpretations of a

49. Defendants lack sufficient knowledge or information to form a belief as to the