Gay v. Azomite, Inc.

I love a good legal thriller. I love shows about briefcase Davids standing tall against governments, corporations, and other modern-day Goliaths. I love working in a profession they make movies about. Shows about lawyers are good at capturing big themes. Justice. Mercy. The nature of evil.Courage in the face of adversity. What courtroom dramas rarely capture well: the grind of our justice system. How slow it moves. How tedious it is. How few and far between the moments of true drama really are. How hard the system is on the “officers of the court” who keep its wheels turning.

Perry Mason Moments—sudden dramatic turns, shocking admissions, that one piece of evidence that changes everything—exist, but they are rare. Much more common: cases are won through thoughtful, painstaking work. Sitting at your desk. Working hard and working smart. Understanding where the levers are in a lawsuit and slowly, over a period of months or years, bringing intense, sustained pressure to bear, even when that process is the opposite of dramatic.

Our client was an early investor in a company called Azomite, Inc. Azomite is a pretty cool product: an organic substance packed with minerals and trace elements mined and processed in central Utah. It serves as an excellent fertilizer and feed supplement.

Decades passed, the company survived but didn't exactly thrive, and the company’s early investors, including our client, never saw the big returns they had been promised.

Then, in a bid to give the company a jolt of capital, Azomite was restructured. The folks on top, the company’s long-time controlling shareholders, directors and officers, claimed the restructuring completely eliminated the early investors’ interests. And not only that. They even claimed the company’s new iteration was a completely pristine entity free and clear of the original company’s obligations and liabilities.

We sued seeking either a restoration of our client’s interest or compensation for what he had lost. As part of our routine investigation, I spent days searching through decades of records. For a company of this age, this is both a low and high-tech process. I reviewed electronic files sent to us on a hard drive, including tens of thousands of emails. I reviewed a conference room full of dusty boxes of documents at the company’s lawyer’s office. And I reviewed several old steel file cabinets full of documents at the company’s headquarters in Nephi, Utah.

Among those documents was a box of letters addressed to every customer of the company—hundreds if not thousands of them—sent shortly after the restructuring. What did the letters say? They breezily announced that the restructuring was just a name change, that nothing had actually changed, and that it was the same great company selling the same great product! Not bad as Perry Mason Moments go!