CPA firm breakup leads to office partition sale

Ten months after Samek, Fritz & Co. broke apart, the accounting firm’s three partners have been unable to resolve their disputes concerning the company’s ownership structure and assets, which has led to the Dec. 16 sale of its shared office building.

Two of the firm’s partners, Deborah Fritz and Alan Nippes, left in February to start their own business, Fritz, Nippes & Associates, which operates out of the Hamra Plaza, 1855 S. Ingram Mill Road. They took with them five of the firm’s six certified public accountants and about half of its business, roughly a couple hundred accounts, according to founding partner Ed Samek.

Now, the 1900 S. Ventura Ave. building the three partners worked in since 2001 is scheduled to be sold through a partition sale at 2 p.m. Dec. 16 at the south front door of the Greene County Courthouse, 940 Boonville Ave. A partition sale is a court-ordered division of property that is owned by multiple entities.

On Jan. 26, Fritz and Nippes filed suit in Greene County Circuit Court against Samek, asking the court for a declaratory judgment on issues that include their shareholder interest in Samek, Fritz & Co., Samek’s failure to acknowledge Nippes as a shareholder and the nature of the tenant relationship of the company.

“Although we worked together successfully for many years, in the end, we just had different business philosophies and a different vision for the future of the firm,” Nippes said.

After the split, Samek formed Samek & Co., which has remained in the Ventura office building. The property is co-owned by Whitehall Investments LLC, which was started by Samek’s wife Pat, and Danza Investments LLC, which was organized by Fritz.

Samek requested the court set a partition sale on the property because he said the parties could not agree on lease terms or a change in ownership structure of the company. According to Greene County assessor records, the nearly one-acre property has a 2011 appraised value of $690,600.

A different direction
Samek said the firm split up primarily because of personal issues between the partners, which he declined to discuss.

Nippes said the split was due to disagreements about the direction of the company and investments in technology that Samek didn’t want to make.

“The disagreements were not financial in nature. They were just about the future of the firm and what it was going to look like 10 years from now,” Nippes said, adding that training and management decisions also were contentious.

Fritz and Nippes attempted to buy out Samek, but Fritz said the parties could never agree and, ultimately, communications between them broke down.

“When it came to him potentially being bought out, there were changes in the future that he wasn’t interested in, and yet he still wanted to have full control,” Fritz said of Samek. “We were still willing to do shareholder votes to make decisions, but we wanted to formalize that.”

The petition for declaratory judgment shows that Fritz and Samek each owned 44.45 percent of the company, and Nippes, who joined the firm in 2004 and was named partner in 2008, owned 11.1 percent. Fritz and Nippes said the existing arrangement gradually increased Nippes’ share in the firm, and it was designed to make the three equal partners by 2018. Samek, however, maintains that according to the company’s bylaws, he still owned 60 percent of the outstanding stock, and that Nippes only had a profit-sharing agreement with the company.

A receiver, Dan Nelson, has been appointed by the court to examine the issues involved before making a recommendation to the judge, Michael Cordonnier.

Fritz said the company’s 2010 tax returns, which listed Nippes as a shareholder, were signed by Samek and given to Nelson.  

Nelson confirmed that he received copies of those returns and said the issues remaining in the case relate to divvying up the assets. He said he planned to present his report to the judge after the first of the year.

Let the bidding begin
Samek said he likely would relocate Samek & Co. if he is not able to secure the winning bid on the office building that he has worked out of since 2001. The 9,249-square-foot building has two other tenants, Savage Pilates LLC and Ambassador Steel, but is still only about half occupied, Samek said.

“The issue just had to be settled one way or another because the building was not being fully utilized,” Samek said. “You can’t go out and seek a long-term tenant when you’ve got issues surrounding what’s going to happen with the building in the long term and the parties just don’t agree on anything with what’s to be done with it.”

Fritz and Nippes said they also might bid on the property, depending on the interest level and how high the price goes at the auction-type sale. Samek said the best outcome would be that a third party offers the winning bid, and then he could move his nine-employee company into a smaller space.

Nippes said he and Fritz withdrew their original request for a partition sale in order to pursue their lawsuit. After the suit was filed, however, Samek decided the sale was needed.

“I’m not going to let it go at an absolute bargain-basement price, but someone could still bid over me and get a pretty good deal,” Samek said. “I’m going to be a bidder to the extent that I feel is necessary to protect the interest that we have in the building, but if somebody wants it a lot more than I do, I’m going to jump up and down and say, ‘That’s a wonderful thing.’”

Pat Samek, office manager for Samek & Co., said she formed Whitehall Investments for the sole purpose of owning the property. She said she would not compete with her husband during the bidding process. “We just want the building to sell. We just want the issue to be resolved,” she said.[[In-content Ad]]