Business merger gone bad left to jury in Surry County Superior Court

By Terri Flagg -

DOBSON — A trial began Monday that aims to resolve a contract dispute over a business merger between Maximum Security and Advanced Consumer Electronics.

Plaintiff Mary Boyles testified Tuesday in Surry County Superior Court that the contract covering the sale of Maximum Security to the defendant, James Faircloth, contained a clause in the event their relationship soured.

Now on opposite sides of the courtroom with a potential $800,000 at stake, the relationship between the two indeed seems to have gone south — but the validity of the contract in question will be up to the jury.

Opening statements delivered Monday gave similar accounts for how the relationship got started.

Boyles, the owner and operator of Maximum Security, an established commercial and residential security company based in Mount Airy, was looking to sell so she’d have more time to care for her parents.

Faircloth, the owner of Advanced Consumer Electronics, a similar business based in Advance, was looking to buy.

As part of their arrangements, the business assets, including files, contracts, computers, equipment, vehicles and furniture, would be sold for a $50,000 down payment and $450,000 divided into monthly payments spread over six years.

Boyles would continue to work for ACE as a senior manager and salaried employee.

The down payment was made, and on Feb. 28, 2014, the assets were transferred.

That day, Boyles had presented Faircloth with a contract prepared by a lawyer, which both parties signed and sealed.

That was also the day the experiences of the plaintiff and defendant began to veer.

The following Sunday, Faircloth called Boyles, claiming the contract didn’t reflect their agreement, and asked her to sign a new document nullifying it.

Though she refused, Boyles continued to work at ACE until August 2014.

She filed the lawsuit against Faircloth and Advanced Consumer Electronics Inc., in September 2014, seeking remedy for the remainder of the money from the sale, for six years’ guaranteed salary, and for business expenses she hadn’t been reimbursed for as allegedly promised.

Representing the plaintiff, attorney Fenton Erwin told the jury that evidence would be presented showing that the contract’s details had been discussed and agreed upon before it was signed, including a provision that Boyles be kept on as an ACE employee for six years or be compensated for her salary.

Boyles had terminated her employment contract because working conditions were unusually difficult, Erwin said.

Noting that the law makes “different rules for different contracts,” Erwin asked the jury to “recognize this as a corporate business transaction.”

Attorney Walter Holton, representing the defense, began his opening statement with the expression, “Honesty is the best policy.”

He told the jury that Boyles was not “open and honest and fair” in her dealings with Faircloth, who had understood the sale would be conducted without attorneys, party to party.

When Boyles presented Faircloth with the contract, he signed it “as a show of trust but didn’t read it,” Holton said.

When he did, he found it not consistent with their previous agreement, primarily that he never agreed to pay her for six years if she quit.

Holton said Faircloth had hoped to work it out with Boyles that following Monday but she didn’t meet with him for ten days, and also refused to see a lawyer together.

When Boyles quit in August, Holton said Faircloth wrote her a letter asking her to just take 30 days off with pay, which she refused.

“In September he gets a lawsuit for $800-and-some thousand dollars,” he said, telling the jury that ACE didn’t breach a contract.

“She walked out,” Holton said, noting that Boyles had also not been forthcoming about her business’s debts.

By Terri Flagg

Reach Terri Flagg at 415-4734.

Reach Terri Flagg at 415-4734.

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