Last week, NEXA co-founder and CEO Mike Kortas announced the termination of his fellow co-founder and company president Mat Grella, which occurred after Grella requested a buyout of his ownership interest. On Monday, Grella shared a statement in an email sent to NMP regarding his buyout request and eventual termination, as well as the lawsuit he filed against Kortas.
“This [termination of employment] occurred after months of frustration related to what I believe to be serious breaches of NEXA’s operating agreement, which requires profits to be distributed equally and for both partners to consent to activities not directly related to NEXA’s mortgage brokerage purposes.” Grella stated.
Grella claimed that early this year he discovered his business partner, Kortas, had been making aircraft-related purchases with company (NEXA Mortgage) money without his knowledge or consent.
“When Mr. Kortas entered into a letter of intent for NEXA’s purchase of a $24 million airplane-hangar leasehold, I objected in the interest of protecting the company,” Grella said. “The situation escalated, resulting in my termination.”
Grella told NMP that he requested a buyout because he had felt as if Kortas treated him more like an employee than a business partner, causing the relationship between them to sour in the past year.
Grella filed suit against Kortas in the Superior Court of Arizona in Maricopa County on March 19 for allegedly breaching their operations agreement “to fund millions of dollars in aircraft and related purchases,” which Grella claimed are unrelated to the mortgage brokerage business. Grella was terminated on March 20, the day after he filed suit.
However, Kortas denied that claim, stating that Grella had been notified of his impending termination days prior to his official action, and it was directly related to his “tortious” and “intentional interference” with NEXA’s business, which he said is a breach of Grella’s fiduciary duties.
Kortas claimed that Grella requested and agreed to a buyout of his membership interest in NEXA and its subsidiary companies, which includes the ongoing aviation business that Grella had allegedly also approved. NEXA currently leases an aircraft hanger that is part of its business, Kortas said.
Grella also stated that he has handled day-to-day operations and supported NEXA’s growth in the way he felt was best for the company. That included managing business relationships with various partners and lenders, overseeing production, and supporting the company's loan officers and management team.
Kortas responded saying the former was the only truthful part of Grella's statement.
“As such, Mr. Grella claims that NEXA has done things without his knowledge and consent is especially troubling and not credible considering his additional statement (the only truthful statement) that he oversaw the day-to-day operations of NEXA,” Kortas said.
The complaint states that Grella discovered $1.5 million worth of unauthorized aircraft purchase and jet hanger lease payments that Kortas allegedly purchased for himself or his wholly-owned entities.
“Despite lining his own pockets with millions of dollars of in-kind profit distributions, Kortas failed to provide Grella with equal profit distributions to which he is contractually entitled,” the lawsuit states.
According to the operating agreement attached to the lawsuit, Kortas has a 50.5% membership interest in the company and Grella has 49.5% membership interest, but those percentages have since fluctuated.
The lawsuit states that Kortas controls NEXA as its manager, including its bank account and the distributions of profits, which means Grella would rely on Kortas’ trustworthiness and good faith concerning the protection of Grella’s interest in the company and profit distributions.
As a result of the alleged misconduct, Grella is asking for Kortas’ removal from the company as a member, and requires Kortas to make an accounting of the “financial mess he made,” as well as justify a constructive trust and equitable lien in all aircraft purchases that were made with company funds.
Kortas stated that despite what has transpired, the only remaining item to accomplish NEXA’s purchase of Mr. Grella’s interest of the company is to finalize the appraisal of NEXA.
“We are saddened to hear Mr. Grella’s harmful rhetoric, it appears to be motivated more from his being unhappy with the terms of his agreed upon buyout – which terms are clearly set forth in NEXA’s operating agreement – than from any purported concerns he claims to have about the business decisions that are being made with regard to NEXA’s ongoing operations of its related airplane business,” Kortas stated.
Kortas claims that Grella’s interference in NEXA’s "business relationships and expectancies" is an effort to pressure the company into relenting on “the contractual rights that Mr. Grella is actually upset about.”
“NEXA will not be bullied or blackmailed into forgoing its legal rights by a former employee who had himself already agreed to no longer be an owner of NEXA,” Kortas stated.
