New Sea Dog owner sues founder

ROCKLAND – The new owner of the Sea Dog Brewing Co. has filed a counterclaim against the man who sold him the business.

Sea Dog founder Peter Camplin Sr. sold the business – restaurants operating in Camden, Bangor and Topsham, and a beer-brewing and distribution company – last year to Joseph Wortley. Wortley lives in Florida. His brother-in-law, Scott Johnson, has served as a senior manager at the company in Maine.

Camplin claimed in a suit filed in Knox County Superior Court last month that Wortley did not indemnify Camplin against Camden National Bank, which held a loan on the business. In the claim, Camplin said the bank seized $472,000 from the sale of his home in partial satisfaction of the debt. Camplin is seeking monetary and punitive damages from Wortley.

In the counterclaim filed Tuesday, Wortley states that it was Camplin who defrauded him by not disclosing the existence of the bank loan.

A document filed in court that Wortley purports is the agreement between the two men for the purchase of the stock indicates that Camplin was “the owner of the stock, free of all liens, pledges, encumbrances, security interests and adverse claims.”

According to the description of the counterclaim, “Camplin explicitly represented and warranted that the Sea Dog stock was free and clear.” Camplin made these promises to Wortley, the counterclaim states, “with full knowledge that he had previously pledged the Sea Dog stock to the bank in February 1997.”

The suit further states that “Camplin failed to disclose to Wortley, and concealed from Wortley, the existence of the prior stock pledge. In so doing, Camplin perpetuated a fraud on Wortley, committed securities fraud in violation of Maine statutes [and] breached his contractual obligations to Wortley.”

The counterclaim states that Camplin first disclosed the existence of the encumbrance on the stock to Wortley in January, after Wortley invested personal funds in the business.

In his response to Camplin’s claim, Wortley denies most of Camplin’s version of how the sale came together. Wortley conceded that Johnson introduced him to Camplin and that they shook hands on a deal, but that Wortley did not avoid putting the agreement in writing.

Camplin was not represented by an attorney any time during the sale, according to his claim. He said he relied on a handshake and an oral agreement.

In the counterclaim, Wortley states that he advanced the business more than $100,000 “to enable Sea Dog to continue its operations through the lucrative summer season, and to buy time to work out a comprehensive out-of-court reorganization plan. Had Wortley not advanced these funds to the company,” the court document states, “Sea Dog’s operations would have ceased.”

In November, Wortley filed for Chapter 11 bankruptcy protection for the Sea Dog in an effort to keep the business viable. A hearing was held in federal bankruptcy court in Bangor on Thursday on the request for protection from debtors.