FULL DISCLOSURE: Reporter Chris Meagher works for owner/editor-in-chief Marianne Partridge, but she had no role in the preparation, editing, or discussion about this series of reports.
The Santa Barbara Independent’s publisher and majority shareholder Randy Campbell, who co-founded the paper more than 25 years ago, must sell his shares for more than $1.3 million to minority shareholder, editor-in-chief, and co-founder Marianne Partridge. So ruled Judge Denise de Bellefeuille on Monday after six days of trial in a long-running battle over ownership of the weekly newspaper and daily website that the judge described as the “journalistic jewel of Santa Barbara.”
The judge ruled decidedly in Partridge’s favor, more than a year-and-a-half after she filed suit to try to force the sale. “We have a contract,” said the judge in the afternoon decision to a nearly packed courtroom, “it is enforceable, and specific performance is the remedy.”
The case stems from a deal proposed in 2009, when Southland Publishing — whose sister company Valley Printers still prints The Independent — gave Campbell a proposal to buy the newspaper for $2.7 million. He brought the possible idea back to the three minority shareholders: Partridge, Richard Grand-Jean, and Richard Parker. Partridge immediately told Campbell she wasn’t interested.
Campbell, however, gave a notice of intention to the others that he planned to sell all of his shares, as well as a notice to the shareholders of their first refusal rights. “It is an offer I plan to accept,” Campbell wrote to shareholders.
The judge found that this notice of intention indeed invoked the right of first refusal for other shareholders. Partridge, borrowing money from attorney and former News-Press publisher Joseph Cole, matched that offer shortly after. Her attorneys argued a binding offer was not needed to commence the buy-sell agreement that would allow her to purchase Campbell’s shares. But during the trial, Campbell’s attorneys argued that, because the proposal from Southland was not binding, The Independent’s buy-sell agreement would not come into play.
During the six days of testimony, Campbell threw everything at the wall to see what would stick, even suggesting during closing arguments on Monday through his attorney John Rydell that Partridge couldn’t enforce the original agreement because she signed the document as “secretary” rather than “stakeholder.” Said Rydell, “She’s not a party to it.” During the trial, Rydell alleged Partridge was trying to trap Campbell into selling his shares and that Partridge had a secret deal with Cole, together scheming behind Campbell’s back to kick him out of the company and install Cole as publisher.
But the judge didn’t see the validity in any of Campbell’s arguments. “This isn’t a complex case when it comes down to it, really,” de Bellefeuille said. “He made the offer, and that offer was not withdrawn before Ms. Partridge accepted.”
In de Bellefeuille’s opinion, there was no clause in the contract that prohibited Partridge from borrowing money from Cole to pay for the shares, and there was nothing wrong with Cole and Partridge leaving Campbell out of the loop about their plans. Partridge and Cole both said on the stand they planned for Cole to be publisher after Partridge bought Campbell’s shares.
More importantly on Monday, however, de Bellefeuille said the proposal from Southland was “interesting background information, but it is neither here nor there” in terms of its relation to the case at hand. The contract wasn’t based on Southland’s proposal, she concluded, but was initiated by Campbell’s notice.
The judge, in giving her ruling, took time to credit both Partridge and Campbell for their leadership over the decades, calling The Independent “the journalistic jewel of Santa Barbara.” She found there was no breach of fiduciary duty on Campbell’s part. “He was just trying to hold onto his dream,” she explained, mentioning that his mother should be proud of his accomplishments.
As for Partridge, she was obviously relieved leaving the courtroom Monday afternoon. “I found the entire legal process enlightening and inspiring,” said the editor. “I admired the whole court proceeding.”
The two sides will be back in court on August 25 to iron out the details. If Campbell does not appeal, the judge will name a specific date the transaction will take place.
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