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The “Old Boys Network” of Virginia Doing it Again - with the collusion of Judges and Lawyers - Ensuring they DRAIN the Estate & Destroy a Family



The “Old Boys Network” of Virginia Doing it Again
                       with the collusion of Judges and Lawyers
                                 Ensuring they DRAIN the Estate & Destroy a Family
          The SCHEME one the “Old Boys Network”  of Virginia uses Time and Time again
At first blush the case: JACQUELINE BOGLE MEUSE, individually and derivatively on behalf of,
ALEXANDRIA INVESTMENTS, LLC, BOGLE INDUSTRIES, INC., KING STREET METRO VENTURE, LLC,
4607 EISENHOWER ASSOCIATES, LLC, 4601 EISENHOWER ASSOCIATES, LLC, and THE IRREVOCABLE
BOGLE TRUST, Petitioners – Appellants, v. BRUCE HENRY, individually and as the Co-Trustee of the
Irrevocable Bogle Trust, the Manager of Alexandria Investments, LLC, the Manager of King Street
Metro Venture, LLC, the Manager of 4607 Eisenhower Associates, LLC, and the Manager of
4601 Eisenhower Associates, LLC, PAUL MACDONALD, individually and as a Director and Officer of
Bogle Industries, Inc., and as the Trustee of the Irrevocable Bogle Trust, NANCY FIFE, HENRY &
O’DONNELL, P.C., and DONNA H. HENRY, which the Virginia Supreme Court will hear, would not appear
to join the ranks of transcendent cases.
After all it involves boring things like arbitration, operating agreement, wills, and trusts.
But reach beneath the surface, and it’s a story of family, betrayal, conflict of interest, and theft.
The question to be decided is will courts aid or stop corporate theft.
Background:
John B. Bogle (“Jack Bogle”) inherited a business and became a multi-millionaire. In 1980 he “founded
BII in 1980 as a holding company. Jack Bogle held all 3,100 shares of BII Voting Preferred stock and gifted
the 30 shares of Non-Voting Common stock equally to trusts for his children, Meuse, Fife and John R. Bogle
(‘Bob Bogle’). BII owned valuable commercial real estate in Northern Virginia. As a result of fraud Bob Bogle
perpetrated on the company, Jack Bogle filed for personal bankruptcy in 1991. He created the Bogle Trust as
part of his court approved bankruptcy plan and transferred all 3,100 shares of BII’s Voting Preferred stock to
the Bogle Trust.” According to a lawsuit filed by Jackie Bogle-Meuse, his daughter.
The idea was largely the brainchild of his son, Bob, and the seeds of destruction were sowed. The younger
Bogle made a series of increasingly foolish real estate transactions and then attempted to hide the losses
before embezzling from the company; he served years in jail for this crime.
As a result, Jack Bogle was forced to file for bankruptcy in 1991.
“The beneficiaries of the Bogle Trust were certain creditors, who held a 65% interest in the trust, and Jack
Bogle’s designee, who held the remaining 35% interest. In 2003, Jack Bogle named Alexandria Investments
as his designee.” The same lawsuit further noted. “He also gifted 100% of his membership interest in
Alexandria Investments to his daughters, Meuse and Fife. In 2004, BII redeemed Bob Bogle’s Non-Voting
Common stock.
“The Bogle Trust terminated upon Jack Bogle’s death in 2012. Pursuant to the terms of the Bogle Trust and
the trust termination plan, the creditors received cash distributions for their pro-rata interests equal to 65%
of the par value of the Voting Preferred stock. Alexandria Investments was entitled to receive a distribution
of the 3,100 shares of BII Voting Preferred stock, but it did not. According to Henry’s and Macdonald’s lawyers,
Henry holds it outright. Henry’s possession of the Voting Stock is unlawful. Nevertheless, Meuse and Fife
effectively each own 50% of BII by virtue of their ownership in Alexandria Investments and their ownership
of the Non-Voting Common stock of BII.
Enter Bruce Henry and Paul McDonald
At the mercy of creditors, the elder Bogle was also vulnerable to financial vultures. The main vulture, according
to Meuse’s lawsuit, is an attorney named Bruce Henry. Henry first began representing the trust in 1994.
“Henry and his firm, Henry & O’Donnell, began their continuous representation of BII and its subsidiaries and
the Bogle Trust in 1994.
“Henry used his position as an attorney to gain the trust and confidence of his clients in order to take-over BII
and its revenue generating real estate, so he could enrich himself and his firm. Henry’s wife, Donna Henry,
joined the conspiracy and drafted legal documents to give the appearance of propriety to Henry’s and
Macdonald’s unlawful acts.” Meuse’s lawsuit further state. “Henry used other lawyers at Henry & O’Donnell
to do the same. Macdonald joined the conspiracy when the court appointed him the successor Trustee in late
2001, based on Henry’s recommendation. Henry and Macdonald then began their take-over of BII, which they
completed in 2003. They promptly began converting company assets and breaching their fiduciary duties to the
Bogle Trust, BII, its subsidiaries, and Alexandria Investments and have continued to do so, unchecked, ever since.”
From there, the lawsuit contends that Henry and McDonald conspired together to effectively steal the company
from Bogle and his heirs.
“Macdonald is Henry’s hand-picked ‘yes’ man. In late 2001, Henry used his position as the lawyer for both BII
and the Bogle Trust to have Macdonald appointed as Trustee by the bankruptcy court. Henry and Macdonald
then conspired to take complete control of BII for their personal gain. As part of their plan, in mid-2002
Macdonald ousted Jack Bogle and appointed himself as BII’s purported sole director (in violation of the
Certificate of Incorporation and Bylaws), president, treasurer and secretary.
“As part of their plan, Henry directed Macdonald, as Trustee of the Bogle Trust, to grant Henry an irrevocable
voting proxy to appoint the directors, officers, and management of BII, so Henry could maintain absolute
control over BII with or without Macdonald. Henry’s acceptance 4 of the irrevocable voting proxy with full
knowledge of the terms of the Bogle Trust made Henry a co-Trustee of the Bogle Trust.
“The irrevocable voting proxy violates the express terms of the Bogle Trust, which grants the Trustee
(Macdonald) the exclusive right to vote the 3,100 shares of BII Voting Preferred stock and which prohibits
any other person from voting any trust securities or controlling any trust investments. The irrevocable voting
proxy also violates BII’s Bylaws, which require the board of directors to elect BII’s officers. The irrevocable
voting proxy usurps the authority of BII’s board of directors.
“Each year, Henry then re-appointed Macdonald as BII’s purported sole director, president, treasurer, and
secretary. And Henry appointed Henry as the purported manager of King Street LLC, 4601 Eisenhower LLC,
and 4607 Eisenhower LLC. All appointments Henry made pursuant to the illegal irrevocable voting proxy were
ultra vires. All actions Macdonald took as BII’s single “director” were ultra vires. All actions Henry and/or
Macdonald took as the purported officers and managers of BII and its subsidiaries were ultra vires.”
Henry and McDonald see it differently, arguing in their brief: “From that time forward, McDonald and Henry
managed the affairs of BII, transforming them from a moribund business into profitable going concerns.”
The Operating Agreement
This set the stage for an operating agreement which is now at the center of the Supreme Court battle. In 2007,
as part of his agreement to personally back a refinance of several buildings owned by the company, Henry
drafted an operating agreement which, to put it nicely, benefitted him greatly.
The operating agreement included a “forfeiture and perpetual control provision.” The forfeiture provision grants
Henry the power to remove either Jackie Meuse or her sister, Nancy Fife, who each inherited 50% of the
company if they challenged Henry in court in any way.
Furthermore, the perpetual control provision allowed Henry to not only become manager of the company for
life but allowed him or his representatives to choose his successor.
Finally, even after Fife and/or Meuse was removed they were still responsible for the liabilities of the company,
even though they no longer have a stake in it.
There is a part of US contract law which forbids private parties from entering into agreements which are against
the public good; this is what is meant as a contract being against public policy. Meuse and her attorneys are also
arguing that the onerous nature of the operating agreement violates public policy.
It's not clear why Henry needed to personally guarantee the loan since the real estate was the collateral and
even worse, while the loan ended in 2013, the terms were ongoing.
But Henry argues that there was nothing unprofessional about his representation noting that arbitrators found:
“Henry insured that both McDonald and Jack Bogle were represented by independent counsel.” The arbitrators
noted, “Henry’s written disclosure of the terms of the transaction was fully adequate to allow independent
counsel to advise their client, who then gave informed consent.”
Indeed, Gino Zaccardelli represented Bogle and even advised that the operating agreement was fair and
reasonable, according to Henry’s brief to the Virginia Supreme Court; Zaccardelli did not respond to a
voicemail for comment explaining how he came up with this conclusion.
Henry also argues that the forfeiture provision, rather than being onerous, stops the two sisters from fighting,
as the forfeiture provision is so deleterious that it encourages compromise and working together.
Sister Vs. Sister
But that last argument is belied by the facts. Rather than bringing the sisters together, they are fighting like two
characters in a soap opera.
Meuse believes that her sister has been scheming to steal the company from her; here’s part a lawsuit filed by
Meuse.
“Fife joined the conspiracy by at least the 2005-2007 time period. Henry, Macdonald and Fife conspired to
eliminate Meuse’s interests in BII and Alexandria Investments. They also conspired to liquidate BII in favor
of Fife’s interests over Meuse’s interests rather than distributing the BII stock in-kind to Alexandria Investments
as provided in the trust termination plan. The unlawful liquidation, which is ongoing, is part of Fife’s personal
vendetta against her sister and is intended to serve the conspirators’ goal of preventing Meuse from accessing
company information that would reveal their illegal acts. Henry and Macdonald went through great lengths to
make their control of BII appear legitimate. They conspired with Donna Henry, who drafted legal documents to
give the appearance of propriety and corporate formalities to their illegal actions and used other Henry &
O’Donnell lawyers to do the same. Additionally, for nearly a decade Henry and Macdonald hid the existence
of Alexandria Investments, Meuse’s 50% membership interest in Alexandria Investments, the irrevocable
voting proxy, and the oppressive collateral, security, and indemnity agreements from Meuse.”
Fife may have financial motives to this: “(Henry) Allowing Fife and her husband to guarantee one or more
loans for BII and its subsidiaries and, upon information and belief, paying them loan guarantee fees.”
Meanwhile, Fife believes that Meuse is out of control and will destroy the company with her recklessness.
“Meuse baselessly imposed millions of dollars of expenses on defendants, yet now demands that this court
overlook both her own agreements and the statutes and decisions that delineate the respective powers of the
courts.” The brief to the Virginia Supreme Court stated.
Fife did not respond to an email for comment.
The Conflicts of Tom Buchanan
Fife’s attorney is Tom Buchanan, who also is the ex-step brother-in-law of both sisters. But this is not his
only connection to the case. Meuse said that when her dad asked, while he was still alive, for a family meeting
regarding the company the first attorney they called was Buchanan. He also represented the company against
her brother, after he was accused of embezzlement.
She said Buchanan was the first attorney she called after her father’s death as well.
Whether or not this is a conflict-of-interest is a grey area, Buchanan found no problem, “Step brother-in-law
for five years in late 1980s. Craddock mentioned it repeatedly during the trial, although not relevant to any
rule of professional responsibility, otherwise you can assume Craddock would have raised it. Ask him? Have
you read anything?”
The Lawsuit
For more than a decade, problems boiled over between Henry, McDonald and Meuse, and finally on
June 25, 2015, Meuse filed a lawsuit against McDonald, Henry, Fife, etc.
“Henry and Macdonald used the companies’ money to pay several law firms, including a large national law
firm, hundreds of thousands of dollars in fees to obstruct Meuse’s attempts to obtain information about
their activities. When Meuse filed a demand to access BII’s corporate records in 2007, Henry and Macdonald
provided incomplete and misleading information to the Delaware Court of Chancery and thwarted her
attempts to obtain information. When Meuse filed a complaint against Henry with the Virginia State Bar in
2007, the response Henry filed included incomplete and misleading information so his actions would avoid
scrutiny.” The lawsuit stated. “When Meuse threatened to file a Bar complaint against Henry in 2014, Henry
had his lawyers threaten Meuse with the forfeiture provisions in the purported Alexandria Investments
Operating Agreement if she insisted on pressing her claims with the Virginia State Bar. In short, through their
self-dealing activities, conversion of the companies’ and trust’s assets, conspiracy, and the related cover-up,
Henry and Macdonald, aided and abetted by coconspirators Henry & O’Donnell, Fife and Donna Henry,
breached virtually every duty owed to the beneficiaries of the Bogle Trust, breached their fiduciary duties
to the companies they control, and Henry and Henry O’Donnell breached their fiduciary duties to their clients
and to Meuse and committed malpractice.”
The damages alleged exceeded $10 million. Fife, using a clause in the company’s operating agreement,
pushed the case to arbitration.
The Arbitration
The arbitrators chosen were the McCammon Group, a powerful group made up of a lot of former judges.
The three arbitrators on the case were-John G. Douglass, Esq., Hon. LeRoy F. Millett, Jr., and
Hon. Paul F. Sheridan- Douglass, a law professor at Richmond University, did not respond to an email for
comment.
The major point of contention in the arbitration was the documentation which was allowed to be subpoena.
Fife and the arbitrators believed that Meuse was on a fishing expedition, refusing many of her subpoena requests.
“The Arbitrators conducted several status conferences and hearings, and issued several orders, before the
hearing on the merits. Among the issues raised were requests by Appellants that the Arbitrators issue
subpoenas duces tecum to each of the five Defendants. While some subpoenas duces tecum were issued to
third parties; the Arbitrators refused to issue any subpoenas to any of the Defendants. This was not because
the Arbitrators, in the exercise of discretion, concluded that the Plaintiffs’ subpoena requests were not
meritorious. This was a wholesale rejection of Plaintiffs’ requests for subpoenas duces tecum to Defendants
based upon the mistaken idea that subpoenas duces tecum to parties (as distinguished from third parties) were
not permissible under the rules of the arbitration. By taking that position, the Arbitrators refused to exercise
the discretion given by Virginia law, which the Consent Order directed the Arbitrators to follow.”
The arbitrators refused to force the defendants to provide any documents and thus, Meuse was forced to prove
there was malfeasance without any of the defendants in her suit having to provide any documentation.
Meuse said that while the McCammon Group did honor some subpoena requests, they did not impose any
subpoenas on the defendants. As such, she never got any financial documents from the company and couldn’t
prove if there was any mismanagement.
The arbitrators found that Meuse had failed to prove any malfeasance, charging her with Fife’s court costs.
Furthermore, because she had failed to prove any malfeasance, the arbitrators removed Meuse from the
company, while keeping her liable for life.
In other words, a lawsuit which started with Meuse suing her sister and others for more than ten thousand
dollars ended with Meuse being removed from her father’s company, being saddled with its debts for life,
and having to pay the court costs.
The McCammon Group did not respond to a message for comment.
To the Supreme Court
Meuse initially appealed to the Virginia Circuit Court, which denied her appeal. On December 4, 2017,
her petition to the Supreme Court was heard; after hearing arguments, that body would decide if it would
take the case.
They decided to take the case in late December 2017.
So, how much power should an arbitrator have?
Fife and her cohorts believe their power should be nearly unlimited, saying in their reply brief to the
Virginia Supreme Court that “all disputes and controversies between the parties arising out of or in
connection with this agreement shall be submitted to arbitration.”
That effectively, the arbitrators acted professionally and need no oversight: “Over the course of the next year,
the panel oversaw expansive arbitral proceeding, conducted according to the McCammon Group’s standard
arbitration agreement, which was incorporated into the Consent Order. The Respondents voluntarily produced
over 30,000 pages of financial and internal corporate documents to Meuse.”
It was on this last point, that Meuse and her attorneys disagreed vociferously, “Among the issues raised were
requests by Appellants that the Arbitrators issue subpoenas duces tecum6 to each of the five Defendants.
While some subpoenas duces tecum were issued to third parties; the Arbitrators refused to issue any subpoenas
to any of the Defendants.” Meuse’s Supreme Court brief stated. “This was not because the Arbitrators,
in the exercise of discretion, concluded that the Plaintiffs’ subpoena requests were not meritorious. This was
a wholesale rejection of Plaintiffs’ requests for subpoenas duces tecum to Defendants based upon the mistaken
idea that subpoenas duces tecum to parties (as distinguished from third parties) were not permissible under
the rules of the arbitration. By taking that position, the Arbitrators refused to exercise the discretion given by
Virginia law, which the Consent Order directed the Arbitrators to follow.”
They further noted that, “Arbitrators exceeded their powers if they enforce an agreement that violates public
policy, and violations of public policy are ultimately for courts – not arbitrators – to determine.”
There is also a potentially thorny issue in the Virginia Supreme Court hearing the case. One of the arbitrators,
LeRoy Millett, doubles as a part-time Virginia Supreme Court Judge, a fact not lost on Meuse’s attorneys,
who noted recently in a hearing in front of the Virginia Supreme Court: “I would also like to take a minute
to address a somewhat awkward aspect of this case. The arbitration panel was headed up by a Senior Justice
of this court, acting in a private capacity, and while I have great respect for the Senior Justice, that does not
change my view that the panel got it wrong and exceeded the authority. It was, I imagine, rather awkward for
the Circuit Court to have been asked to review the decision of the Senior Justice because it is normally the
other way around. And, in an argument before the Circuit Court and perhaps here, opposing counsel has implied
that the role of the Senior Justice in the arbitration gives weight to their argument that the arbitration award
should be confirmed and not reviewed. But I respectfully believe that it should be the other way around.
When a Senior Justice participates in an arbitration, it makes the normal judicial process in a circuit court
awkward, and makes review by this Court more important.”
So, on the one hand. What’s at stake is to define when a contract is against public policy and to determine
if arbitrators will have unlimited or checked powers.
On the other hand, what’s at stake is whether in America a company can be stolen from someone with the
courts all looking the other way.
Written By: Michael Volpe has been a freelance investigative journalist since 2009. In 2013, he gave the
keynote address at the Eugene V Katz Award sponsored by the Center for Immigration Studies. Since 2013,
he's been widely recognized as a leading figure in exposing judicial abuse and corruption, especially in divorce
and guardianship. A 2016 investigation of a bogus guardianship of former Army Ranger Martin Patterson led to
Patterson being released from guardianship. A 2015 investigation of a bogus change of custody in Rockland
County led to the first serious investigation of abuse's throughout that county's court by he and others in the
Rockland County Times.. Volpe has also made significant contributions to the Tsimhoni kids, who were reunited
with their mother after their father falsely accused her of parental alienation. Volpe was the only journalist to
expose the the judge in the Tsimhoni case, Lisa Gorcyca, engaging in abuse in numerous other cases.
Volpe is the author of four books including Bullied to Death: Chris Mackney's Kafkaesque Divorce which exposes the Virginia Court corruption,  his latest, Sandra Grazzini-Rucki and the World's Last Custody Trial

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