St. Joe Lawsuit

USDC IN/ND case 4:18-cv-00055-JVB-JEM document 1 filed 07/31/18 page 1 of 19
UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF INDIANA
LAFAYETTE DIVISION
SODEXO SERVICES OF INDIANA )

LIMITED PARTNERSHIP, )
)
Plaintiff, ) Case No. ________________
)
v. )
)
SAINT JOSEPH COLLEGE, ROBERT )
PASTOOR,and SPENCER CONROY, )
)
Defendants. )
___________________________________ )
COMPLAINT AND JURY DEMAND
1. Plaintiff Sodexo Services of Indiana Limited Partnership (“Sodexo”) brings this
action against Defendants Saint Joseph College (the “College”), Robert Pastoor (“Defendant
Pastoor”), and Spencer Conroy (“Defendant Conroy”) (collectively, “Defendants”) for fraud and
breach of contract.
Nature of the Action
2. The case arises out of Defendants’ fraudulent inducement of Sodexo to provide
$1.35 million in the renovation of the College’s Student Center, knowing that the College was on
the verge of financial collapse. Sodexo had provided food service management services to the
College for over two decades. It agreed to pay $1.35 million for the renovation of the Student
Center in exchange for an additional ten-year term on the parties’ Management Agreement, a
transaction memorialized in an Amendment to the Management Agreement in the Summer of
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2016. The College’s viability was a fact assumed by the parties as the basis for that transaction;
its imminent financial collapse was not disclosed to Sodexo prior to consummation of the
Amendment or during the course of the renovation. Within six months of Sodexo’s making the
investment, and within weeks of Sodexo completing the $1.35 million renovation, the College
announced that it was ceasing operations due to its dire financial problems. Had Sodexo been
apprised of the severity of the College’s financial challenges—information that Defendants
deliberately withheld from Sodexo—it would not have paid to renovate the Student Center.
3. In clear breach of its contractual obligations, the College has refused to reimburse
Sodexo for the unamortized portion of its investment in the renovation of the Student Center. The
College has also refused to pay Sodexo other amounts due and owing under the Management
Agreement, including for the purchase of bookstore inventory and interest on late payments. There
is no dispute that the College owes Sodexo over $1.3 million. Yet the College, continuing to act
in bad faith and without justification, simply refuses to pay Sodexo the amounts owed under the
Management Agreement.
4. Sodexo brings this action for constructive fraud, fraudulent concealment, and
breach of contract. In addition to recovering the more than $1.3 million the College owes to it,
Sodexo seeks an award of punitive damages and recovery of its attorney’s fees and costs incurred
in preparing, filing, and prosecuting this action.
Parties
5. Plaintiff Sodexo Services of Indiana Limited Partnership is a Delaware limited
partnership with its principal place of business in Montgomery County, Maryland. Plaintiff has
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two partners: Sodexo Management, Inc. and Corporate Food Services, LLC. Sodexo Management,
Inc. is a Delaware company. Corporate Food Services, LLC is a Delaware limited liability
company.
6. Defendant Saint Joseph College is an Indiana educational institution with a
principle place of business in Rennselaer, Indiana.
7. Defendant Robert Pastoor is the former President of Saint Joseph College. Upon
information and belief, Mr. Pastoor’s principal residence is in Rensselaer, Indiana.
8. Defendant Spencer Conroy is the former Vice-President for Business Affairs and
Treasurer and former Controller of Saint Joseph College. Upon information and belief, Mr.
Conroy principle residence is in Houston, Texas.
Jurisdiction and Venue
9. This Court has general jurisdiction over this matter and personal jurisdiction over
the Defendant College because, among other reasons, it has its principle place of business in
Rensselaer, Indiana.
10. This Court has general jurisdiction over this matter and personal jurisdiction over
Defendant Pastoor because, among other reasons, he is a resident of Rensselaer, Indiana.
11. This Court has specific jurisdiction over this matter and personal jurisdiction over
all the Defendants because acts or omissions giving rise to this action occurred in Rensselaer,
Indiana, inter alia, the fraudulent omissions and place of contracting central to this case occurred
in Rensselaer.
12. This Court has subject matter jurisdiction over all causes of action asserted in this
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Complaint under 28 U.S.C. § 1332 because the matter in controversy exceeds the sum of
$75,000.00, exclusive of interest and costs, and is between citizens of different states.
13. Venue is proper in this District because a substantial part of the acts or omissions
giving rise to Plaintiff’s claims occurred in this judicial District.
Facts
A. Background
14. From in or about 1996 through the Spring of 2017, Sodexo provided the College
with food service management and operational services pursuant to a series of contracts.
15. On or about July 2, 2005, the College and Sodexo entered a management contract
for Sodexo to manage and operate the College’s food services for students, faculty, staff,
employees and invited guests in Rensselaer, Indiana (as amended, the “Management Agreement”
or the “Agreement”). The Management Agreement superseded a previous food service
management agreement between the College and Sodexo, dated July 15, 2002, as amended.
16. The term of the Management Agreement was for twelve (12) years, commencing
on July 1, 2005 and continuing through June 30, 2017, and thereafter until terminated by either
party. On or about September 25, 2012, Sodexo and the College amended the Management
Agreement extending its term through June 30, 2019.
17. Although the initial term of the Management Agreement was twelve years, which
was extended by amendment, the parties contracted for the right to terminate the Management
Agreement upon the provision of sixty (60) days written notice to the other party (Management
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Agreement ¶ 3.1.C). The Management Agreement set forth certain requirements upon termination.
Specifically, the Management Agreement provided that:
a. Upon notification of termination by the College, all outstanding amounts
owed Sodexo would become immediately due and payable (Management Agreement, ¶
3.2.A);
b. If the Agreement were terminated, the College was required to reimburse
Sodexo for the unamortized portion of Sodexo’s investment (Management Agreement, ¶
3.2.B).
c. Upon termination, the College was required to purchase from Sodexo any
remaining inventory from the campus bookstore (Management Agreement, as amended
Sept. 1, 2016, Ex. D (The Campus Store Operation), Arts. 3.1.A and 6.6).
18. Pursuant to the Management Agreement, Sodexo invoiced the College for estimated
amounts to be paid for resident dining for the next period in advance on an approximately monthly
basis. The Agreement provided that invoices were due within 30 days of the invoice date, and
required the College to pay interest at 1.5% each month on any amounts not paid when due
(Management Agreement ¶ 8.1, as amended Sept. 25, 2012). The Agreement also provided that
the College was required to reimburse Sodexo for all costs and expenses, including but not limited
to court costs, attorney’s fees and collections service fees, incurred by Sodexo in collecting from
the College any amount not paid when due (Id.).
19. With the aim of improving the level of services provided by the College, the
Management Agreement required Sodexo to make various capital investments for, inter alia, the
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purchase of equipment, renovations, and the installation of a retail outlet. Pursuant to the
Management Agreement, the investments generally were amortized on a straight-line basis over
the term of the Management Agreement and the College was required to reimburse and pay Sodexo
for the unamortized portion upon termination of the Agreement.
B. Negotiation of the Amendment
20. Defendant Pastoor became President of the College in March of 2015. As
President, Defendant Pastoor knew of the College’s dire financial condition in 2016.
21. Defendant Conroy was Vice President for Business Affairs and Treasurer at the
College from in or about February 2015 through in or about December 2017. In that position,
Defendant Conroy had primary executive responsibility for strategic direction and oversight for
the College’s financial affairs. Prior to becoming Vice President, Defendant Conroy was the
College Controller, from on or about December 2012 through February 2015. As Controller,
Conroy had primary responsibility for accounting and financial oversight at the College.
22. In or about early 2016, Defendant Conroy approached a Sodexo representative
about the possibility of relocating the College’s student bookstore to the Student Center.
23. Negotiations between Sodexo and Defendants regarding reconfiguring the Student
Center to house all departments related to student services, including the student bookstore,
Jazzman’s Cafe, and a new convenience store, and remodeling existing board and conference
rooms occurred throughout the Spring of 2016. Sodexo representatives, District Manager
Chandler Morley and Project Manager Ed Fridley, met on campus with Defendant Pastoor, joined
by Defendant Conroy, on several occasions in the Spring of 2016 to discuss the proposed
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renovation project and Sodexo’s participation in terms of investment, management, operation of
the bookstore, and extension of the term of the Management Contract for an additional ten years.
24. During these negotiations, Defendants Pastoor and Conroy knew that the College
was on the verge of financial collapse. Upon information and belief, Defendants Pastoor and
Conroy knew that the College had experienced significant financial difficulties leading to debt
covenant violations and an unrestricted net deficit position. Upon information and belief,
Defendants Pastoor and Conroy knew that the College had been operating under million dollar and
multi-million dollar annual losses for years, and that it had dipped deeply into its endowment, even
drawing in excess of its established spending policy during the year ended June 30, 2016. Upon
information and belief, Defendants Pastoor and Conroy knew that in 2016 the College would
exhaust the last of its available assets to fund annual deficits. Upon information and belief,
Defendants Pastoor and Conroy knew that, for decades, in its efforts to maintain enrollment, the
College offered deep discounts to students through scholarships, much of which were unfunded,
resulting in a significant reduction in revenue available to fund operations. Upon information and
belief, Defendants Pastoor and Conroy knew that donor response rates had lagged that of peer
institutions, with fewer than 18% of alumni responding to the College’s donor engagement
attempts, of which there were more than 30 between September 2015 and January 2017. Upon
information and belief, Defendants Pastoor and Conroy knew that the College had deferred
maintenance to campus resources for over fifteen years and was unable to adequately budget for
repairs when they became unavoidable. Upon information and belief, Defendants Pastoor and
Conroy knew that the College had been working toward a balanced budget since November 2015,
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but efforts to increase and find new sources of revenue had been unsuccessful. Upon information
and belief, Defendants Pastoor and Conroy knew that the College’s mounting financial pressures
would likely result in a “going concern” qualification from the College’s auditors in 2016.
25. Defendants Pastoor and Conroy omitted mention of any of the facts identified in
the preceding paragraph or of the College’s dire financial straits in general to Sodexo during the
negotiations of the renovation of the Student Center, Sodexo’s investment, and the extension of
the Management Agreement.
26. Information about the College’s financial viability was exclusively in the
possession of Defendants and other officers of the College, and not within the fair and reasonable
reach of Sodexo, and could not have been discovered by the exercise of reasonable diligence.
27. Sodexo had no reason to believe that the College was no longer viable. From the
commencement of the Management Agreement through the negotiations of Sodexo’s over $1.3
million investment and the ten-year extension of the Agreement’s term, the College timely paid
Sodexo’s invoices. The College had also timely paid Sodexo for its services during the period
prior to the commencement of the Management Agreement, from 1996 through 2005.
28. On campus, Sodexo representatives observed an atmosphere of growth from at least
2015 through 2016. For example, the College had undergone a planning process and created an
operational plan for 2016-20, which called for adding students by growing undergraduate
programs, developing online and certificate programs, and developing new graduate programs. In
the Winter of 2015, the College made various capital improvements; for example, in addition to
other construction, the siding on two dormitories was replaced.
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C. The Amendment
29. In or about July 2016, the College and Sodexo entered an Amendment to the
Management Agreement, dated May 27, 2016 and effective July 1, 2016 (the “Amendment”),
agreeing to extend the term of the Management Agreement for ten (10) additional years,
commencing July 1, 2019 and continuing through June 30, 2029 (See Amendment, ¶ 3).
30. The Amendment required Sodexo to make a capital investment of $1,350,000 to
manage and renovate the College’s Student Center (“Investment #2). The Amendment provided
that the $1,350,000 included a charge for the services of Sodexo’s Design and Development
Department and Equipment Procurement Department equal to 100% of Investment #2. The
Amendment further provided that Sodexo was to amortize Investment #2 on a straight-line basis
over thirteen (13) years, commencing with the date renovation commenced, continuing through
June 30, 2029. The Amendment required the College to reimburse Sodexo for the unamortized
portion of Investment #2 should the Management Agreement expire or terminate, in whole or in
part, prior to its complete amortization, or should Sodexo’s procurement programs no longer be
used for the purchase of goods in connection with the services provided under the Agreement. The
Amendment required the College to reimburse Sodexo on the expiration date or within five (5)
days after receipt by either party of a notice of termination under the Agreement or within ten (10)
days of the occurrence of Sodexo’s procurement programs no longer being used (Amendment ¶
11).
31. The College’s continued operations was the essence of the transaction
memorialized in the Management Agreement and the Amendment. The purpose of the Agreement
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was to “set forth the terms and conditions upon which [the College] retains Sodexho [sic] to
manage and operate Food Service for [the College’s] students, faculty, staff, employees and invited
guests” (Management Agreement ¶ 1.1). Resident dining rates were expressly based upon an
annual minimum of over two hundred resident dining days (Management Agreement ¶ 4.3).
Amortization of Sodexo’s investment for the purchase of equipment was to be charged as an
operating expense of the food service (Management Agreement ¶ 8.2).
32. The College’s viability was a fact assumed by the parties as the basis for the
Amendment itself. The Amendment extended the Management Agreement for ten years
commencing in 2019 (Amendment ¶ 3). It further amended the types of available meals plans,
which had been selected by the College, and the resident dining rates for each meal plan, expressly
providing that the rates were “based upon a minimum of two hundred fourteen (214) days for the
academic calendar and three hundred and sixty five (365) days for resident religious dining days”
(Amendment ¶ 5). Pursuant to the Amendment, Investment #2 was to be amortized over the
extended term of the Agreement and “charged as an Operating Expense of the Food Service”
(Amendment ¶ 11).
33. Sodexo renovated the Student Center throughout the late Summer and early Fall of
2016, substantially completing the renovation by January 2017. The bookstore opened in time for
homecoming in October 2016, and a new admissions office in the Student Center opened in
January 2017.
34. Sodexo performed its obligations under the Management Agreement and the
Amendment.
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D. The College Shuts Its Doors
35. Within weeks of substantial completion of the $1.35 million renovation, the College
announced that it was ceasing operations due to its insurmountable financial challenges.
36. In a letter to members of the College community, dated January 25, 2017,
Defendant Pastoor described the financial state of the college as “dire,” and stated that the College
needed $100 million, $20 million of which by June, to maintain current operations. Defendant
Pastoor stated that since he started as President, “and intensively in recent months,” his team and
he, in conjunction with committees of the Board of Trustees, had explored numerous options to
overcome the significant financial problems.
37. Upon information and belief, as of February 2017, the College had accumulated
$27 million in debt, at least some of which was secured by its campus and acres of surrounding
land.
38. On February 3, 2017, the College announced its decision to cease operations at the
end of the Spring semester in May. The announcement came as a shock to students, staff, parents
and alumni who claimed they had no idea of the severity of the College’s financial problems. The
announcement also blind-sided Sodexo.
39. On or about May 23, 2017, Sodexo received a letter from the College, signed by
Defendant Conroy. In the letter, the College confirmed that it would cease operations at the end
of the semester and was unable to pay Sodexo’s outstanding invoices, anticipatorily breaching the
Management Agreement and effectively terminating it. Since May 2017, Sodexo’s procurement
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programs have not been used for the purchase of goods in connection with the services provided
under the Agreement.
40. Upon request of Sodexo, the College has refused to reimburse Sodexo the
unamortized portion of Investment #2. The College has also refused to pay Sodexo for other
amounts due and owing under the Management Agreement, including remaining bookstore
inventory, in an amount exceeding $120,000.
COUNT I
(Constructive Fraud – Against All Defendants)
41. Sodexo adopts and incorporates Paragraphs 1 to 40 as if set forth fully herein.
42. The College’s viability was a basic fact underlying the Amendment and Investment
#2 that Defendants were required to disclose to Sodexo. The essence of the bargain struck in the
Amendment was that the College would operate as an educational institution providing the meals
and other services to students, faculty, staff, and others which it contracted with Sodexo to furnish
for an additional ten years. That the College was on the verge of financial collapse was a fact of
vital interest to Sodexo and should have been disclosed before the Amendment was consummated.
43. Defendants had a duty to disclose to Sodexo information regarding the College’s
dire financial condition because of the relationship between them, the customs of the trade, and
other objective circumstances. For twenty years prior to entering the Amendment, Sodexo had
provided to the College food management and operational services and made various capital
investments for the purchase of equipment and renovations amortized over the term of their
contractual relationship. The parties operated under an agency and joint venture relationship, with
duties of loyalty and care, for years. In the Amendment, Sodexo and the College agreed to extend
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their contractual relationship, with Sodexo continuing to provide food management and
operational services and to make additional capital investments, for another ten years. Sodexo
reposed trust and confidence in Defendants, due to the nature of their dealings and position towards
each other, that they would disclose information regarding the College’s imminent financial
collapse.
44. Sodexo was not in a position to assess for itself the College’s viability. Sodexo
could not have discovered the College’s dire financial condition, because information regarding
its mounting financial pressures was not publicly available. Consequently, Sodexo was required
to trust and rely on defendants to disclose the fact that the College was on the verge of financial
collapse.
45. Defendants knew when the Amendment was executed that Sodexo was not aware
of the severity of the College’s financial problems. Information about the College’s financial
straits was in the unique and exclusive possession and control of Defendants. Defendants knew
that Sodexo reasonably would have expected disclosure of the fact that the College was
experiencing insurmountable financial challenges.
46. Defendants did not disclose the College’s mounting financial pressures, all of which
came to a head in 2016 and made a “going concern” qualification from its auditors likely, prior to
consummating the Amendment in July 2016, or at any time before the end of January 2017. When
the Amendment was entered, extending the term of the Management Agreement for an additional
ten years until 2029, Sodexo had no reason to suspect that the College would shut down operations
in less than a year. Instead, Defendants treated the Amendment and Investment #2 as long-term
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and valid, and kept the information regarding the College’s imminent financial collapse close to
their chests, giving Sodexo the impression that the College was viable.
47. Sodexo relied on Defendants’ omissions in entering the Amendment and investing
$1.35 million in the renovation of the Student Center. If the fact of the College’s dire financial
situation had been disclosed, Sodexo would not have renovated the Student Center, would not have
invested $1.35 million in the renovation, and would not have entered the Amendment extending
the Management Agreement for an additional ten-year term commencing July 2019 and continuing
through July 2029.
48. As a direct and proximate cause of Defendants’ omissions, Sodexo has incurred and
will continue to incur over $1.3 million in losses and interest, and costs and expenses. Defendants’
omissions induced Sodexo to enter the Amendment, to invest $1.35 million, and to renovate the
Student Center.
49. Defendants derived an unconscionable advantage in continuing food service
management and operations services and the $1.35 million investment in the renovation of the
Student Center all at Sodexo’s expense.
50. Defendants knowingly and deliberately failed to disclose the facts identified in
Paragraph 24 above regarding the College’s dire financial condition. Defendants’ motive for the
omissions was to deceive Sodexo into continuing to provide food service management and
operations services and to invest $1.35 million in the renovation of the Student Center. In so doing,
Defendants acted with malice, fraud, and gross negligence. Sodexo therefore is entitled to an
award of punitive damages in an amount to be determined at trial to punish Defendants and to
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deter others from engaging in similarly fraudulent conduct.
COUNT II
(Fraudulent Concealment – Against All Defendants)
52. Defendants had a duty to disclose to Sodexo the fact that the College was on the
verge of financial collapse. The College’s financial viability was a fact assumed by the parties as
a basis for the Amendment and Investment #2. Defendants knew that the College’s financial
condition was a matter of prime importance to Sodexo as it contemplated entering into an
additional 10-year agreement with it. Defendants knew that their omissions were likely to induce
Sodexo to act or refrain from acting in making Investment #2. Defendants knew that Sodexo was
not aware of the College’s dire financial condition, and that Sodexo, because of the relationship
between Sodexo and the College, the customs of the trade and other objective circumstances,
would reasonably expect a disclosure of that fact.
53. Defendants knowingly failed to disclose the College’s financial straits to Sodexo.
54. Sodexo justifiably relied on such non-disclosure to its detriment in entering the
Amendment, making the $1.35 million investment, and in renovating the Student Center.
COUNT III
(Breach of Contract – Against Defendant College)
56. The Management Agreement between Sodexo and the College constituted a valid,
enforceable contract.
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57. Pursuant to the terms of the Amendment, the College agreed to reimburse Sodexo
for the unamortized portion of Investment #2 within five days of receipt of any notice of
termination or within ten days of the occurrence of Sodexo’s procurement programs no longer
being used for the purchase of goods in connection with the services provided under the
Management Agreement. The Management Agreement and Amendment required the College to
pay Sodexo’s invoices within 30 days. Pursuant to the Management Agreement and Amendment,
upon notice of termination, the College agreed to immediately pay Sodexo all sums due and
payable.
58. Sodexo received the College’s effective notice of termination on or about May 23,
2017. On or about May 23, 2017, Sodexo’s procurement programs were no longer being used for
the purchase of goods in connection with the services provided under the Management Agreement.
59. Over $190,000 in outstanding invoices was due and payable by the College to
Sodexo on or about May 23, 2017. In addition, the unamortized portion of Investment #2, which
the College was required to reimburse and pay to Sodexo, was approximately $1,298,873.
60. The College failed to pay or reimburse these amounts to Sodexo. The College
breached the Management Agreement and Amendment in failing to honor its payment and
reimbursement obligations under the Management Agreement and Amendment.
61. Sodexo performed its obligations under the Management Agreement and
Amendment.
62. Sodexo was able to apply $260,000 of a working capital fund established by the
parties in the Amendment (Amendment ¶ 13) to offset some of the amounts owed by the College.
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Following application of the working capital fund, the College currently owes Sodexo sums due
and payable, including for the unamortized portion of Investment #2, bookstore inventory, and
interest charges on late payments, in an amount exceeding $1.3 million.
63. As a direct and proximate result of the College’s breach of the Management
Agreement, Sodexo has incurred and will continue to incur over $1.3 million dollars in losses and
interest, costs and expenses, including attorney’s fees, and collection services in an amount to be
proved at trial.
COUNT IV
(Fees, Costs, and Expenses – Against Defendant College)
65. In attempting to enforce the terms of the Management Agreement and Amendment,
Sodexo has incurred and will continue to incur considerable attorney’s fees, court costs, and related
expenses.
65. Pursuant to the terms of the Management Agreement and Amendment, Sodexo is
entitled to recover “all costs and expenses, including but not limited to, court costs, attorney’s fees
and collection service fees, incurred . . . in collecting from [the College] any amount not paid when
due.” (Amendment ¶ 7).
WHEREFORE, Plaintiff Sodexo prays:
(a) that the Court exercise jurisdiction over this action;
(b) that the Court award Plaintiff compensatory damages in an amount to be proved
at trial, plus prejudgment interest thereon;
(c) that the Court award Plaintiff punitive damages in an amount to be proved at
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trial,
(d) that the Court award Plaintiff its reasonable attorney’s fees and costs incurred
in preparing, filing, and prosecuting this action; and
(e) that the Court award Plaintiff such further relief as the Court deems just and
proper.
JURY DEMAND
Pursuant to Rule 38 of the Federal Rules of Civil Procedure, Plaintiff Sodexo requests a
trial by jury.
Dated: July 31, 2018
Respectfully submitted,
/s/ Kevin A. Morrissey

Kevin A. Morrissey (26511-02)
Kasey M. Polk (34738-49)
LEWIS & KAPPES, P.C.
One American Square, Suite 2500
Indianapolis, Indiana 46282
Telephone: (317) 639-1210
Facsimile: (317) 639-4882
Email: KMorrissey@Lewis-Kappes.com
Email: KPolk@Lewis-Kappes.com
Of Counsel:
Michael K. Ross
Alison Van Horn
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AEGIS LAW GROUP

801 Pennsylvania Avenue, N.W.
Suite 740
Washington, D.C. 20004
Tel: (202) 737-3500
Fax: (202) 735-5070
mross@aegislawgroup.com
avanhorn@aegislawgroup.com
Attorneys for Plaintiff Sodexo Services

of Indiana Limited Partnership
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USDC IN/ND case 4:18-cv-00055-JVB-JEM document 1-1 filed 07/31/18 page 1 of 1
AO 398 (Rev. 01/09) Notice of a Lawsuit and Request to Waive Service of a Summons

for the
Northern District
__________ of Indiana
District of __________
SODEXO SERVICES OF INDIANA, et al., )

Plaintiff )
v. ) Civil Action No.
SAINT JOSEPH COLLEGE, et al., )
Defendant )
NOTICE OF A LAWSUIT AND REQUEST TO WAIVE SERVICE OF A SUMMONS
To: St. Joseph College

(Name of the defendant or - if the defendant is a corporation, partnership, or association - an officer or agent authorized to receive service)
Why are you getting this?
A lawsuit has been filed against you, or the entity you represent, in this court under the number shown above.
A copy of the complaint is attached.
This is not a summons, or an official notice from the court. It is a request that, to avoid expenses, you waive formal
service of a summons by signing and returning the enclosed waiver. To avoid these expenses, you must return the signed
waiver within 60 days (give at least 30 days, or at least 60 days if the defendant is outside any judicial district of the United States)
from the date shown below, which is the date this notice was sent. Two copies of the waiver form are enclosed, along with
a stamped, self-addressed envelope or other prepaid means for returning one copy. You may keep the other copy.
What happens next?
If you return the signed waiver, I will file it with the court. The action will then proceed as if you had been served
on the date the waiver is filed, but no summons will be served on you and you will have 60 days from the date this notice
is sent (see the date below) to answer the complaint (or 90 days if this notice is sent to you outside any judicial district of
the United States).
If you do not return the signed waiver within the time indicated, I will arrange to have the summons and complaint
served on you. And I will ask the court to require you, or the entity you represent, to pay the expenses of making service.
Please read the enclosed statement about the duty to avoid unnecessary expenses.
I certify that this request is being sent to you on the date below.
Date: 07/31/2018 /s/ Kevin A. Morrissey

Signature of the attorney or unrepresented party
Kevin A. Morrissey
Printed name
LEWIS KAPPES
Address
KMorrissey@lewis-kappes.com
E-mail address
(317) 639-1210
Telephone number
Print Save As... Reset

AO 398 (Rev. 01/09) Notice of a Lawsuit and Request to Waive Service of a Summons

for the
Northern District
__________ of Indiana
District of __________
SODEXO SERVICES OF INDIANA et al., )

Plaintiff )
v. ) Civil Action No.
SAINT JOSEPH COLLEGE, et al., )
Defendant )
NOTICE OF A LAWSUIT AND REQUEST TO WAIVE SERVICE OF A SUMMONS
To: Spencer Conroy

(Name of the defendant or - if the defendant is a corporation, partnership, or association - an officer or agent authorized to receive service)
Why are you getting this?
A lawsuit has been filed against you, or the entity you represent, in this court under the number shown above.
A copy of the complaint is attached.
This is not a summons, or an official notice from the court. It is a request that, to avoid expenses, you waive formal
service of a summons by signing and returning the enclosed waiver. To avoid these expenses, you must return the signed
waiver within 60 days (give at least 30 days, or at least 60 days if the defendant is outside any judicial district of the United States)
from the date shown below, which is the date this notice was sent. Two copies of the waiver form are enclosed, along with
a stamped, self-addressed envelope or other prepaid means for returning one copy. You may keep the other copy.
What happens next?
If you return the signed waiver, I will file it with the court. The action will then proceed as if you had been served
on the date the waiver is filed, but no summons will be served on you and you will have 60 days from the date this notice
is sent (see the date below) to answer the complaint (or 90 days if this notice is sent to you outside any judicial district of
the United States).
If you do not return the signed waiver within the time indicated, I will arrange to have the summons and complaint
served on you. And I will ask the court to require you, or the entity you represent, to pay the expenses of making service.
Please read the enclosed statement about the duty to avoid unnecessary expenses.
I certify that this request is being sent to you on the date below.
Date: 07/31/2018 /s/ Kevin A. Morrissey

Signature of the attorney or unrepresented party
Kevin A. Morrissey
Printed name
LEWIS KAPPES
Address
KMorrissey@lewis-kappes.com
E-mail address
(317) 639-1210
Telephone number
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St. Joe Lawsuit

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St. Joe Lawsuit

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USDC IN/ND case 4:18-cv-00055-JVB-JEM document 1 filed 07/31/18 page 1 of 19

UNITED STATES DISTRICT COURT

SODEXO SERVICES OF INDIANA )

COMPLAINT AND JURY DEMAND

1. Plaintiff Sodexo Services of Indiana Limited Partnership (“Sodexo”) brings this

Nature of the Action

2. The case arises out of Defendants’ fraudulent inducement of Sodexo to provide

transaction memorialized in an Amendment to the Management Agreement in the Summer of

apprised of the severity of the College’s financial challenges—information that Defendants

in preparing, filing, and prosecuting this action.

5. Plaintiff Sodexo Services of Indiana Limited Partnership is a Delaware limited

6. Defendant Saint Joseph College is an Indiana educational institution with a

principle place of business in Rennselaer, Indiana.

information and belief, Mr. Pastoor’s principal residence is in Rensselaer, Indiana.

Conroy principle residence is in Houston, Texas.

Jurisdiction and Venue

Defendant Pastoor because, among other reasons, he is a resident of Rensselaer, Indiana.

giving rise to Plaintiff’s claims occurred in this judicial District.

or the “Agreement”). The Management Agreement superseded a previous food service

Agreement extending its term through June 30, 2019.

Specifically, the Management Agreement provided that:

a. Upon notification of termination by the College, all outstanding amounts

b. If the Agreement were terminated, the College was required to reimburse

Sodexo for the unamortized portion of Sodexo’s investment (Management Agreement, ¶

remaining inventory from the campus bookstore (Management Agreement, as amended

the College any amount not paid when due (Id.).

for the unamortized portion upon termination of the Agreement.

B. Negotiation of the Amendment

20. Defendant Pastoor became President of the College in March of 2015. As

22. In or about early 2016, Defendant Conroy approached a Sodexo representative

renovation project and Sodexo’s participation in terms of investment, management, operation of

the Management Agreement.

28. On campus, Sodexo representatives observed an atmosphere of growth from at least

other construction, the siding on two dormitories was replaced.

30. The Amendment required Sodexo to make a capital investment of $1,350,000 to

portion of Investment #2 should the Management Agreement expire or terminate, in whole or in

Amortization of Sodexo’s investment for the purchase of equipment was to be charged as an

operating expense of the food service (Management Agreement ¶ 8.2).

D. The College Shuts Its Doors

overcome the significant financial problems.

announcement also blind-sided Sodexo.

under the Agreement.

inventory, in an amount exceeding $120,000.

experiencing insurmountable financial challenges.

through July 2029.

49. Defendants derived an unconscionable advantage in continuing food service

Student Center all at Sodexo’s expense.

award of punitive damages in an amount to be determined at trial to punish Defendants and to

deter others from engaging in similarly fraudulent conduct.

condition was a matter of prime importance to Sodexo as it contemplated entering into an

would reasonably expect a disclosure of that fact.

reimbursement obligations under the Management Agreement and Amendment.

interest charges on late payments, in an amount exceeding $1.3 million.

due.” (Amendment ¶ 7).

WHEREFORE, Plaintiff Sodexo prays:

(a) that the Court exercise jurisdiction over this action;

at trial, plus prejudgment interest thereon;

in preparing, filing, and prosecuting this action; and

Dated: July 31, 2018

/s/ Kevin A. Morrissey

AEGIS LAW GROUP

Attorneys for Plaintiff Sodexo Services

UNITED STATES DISTRICT COURT

SODEXO SERVICES OF INDIANA, et al., )