Burger kings go to war over $300m Grill'd chain

Simon Crowe and Geoff Bainbridge were once friends, colleagues and business partners. Together they turned a single suburban burger joint into $300 million fast food empire Grill'd.

The 17-year friendship between the two former Foster's executives was so strong, Mr Bainbridge was the MC at Mr Crowe's wedding. Now these burger kings are locked in a bitter court battle over ownership of the company, amid claims of lies and deceit over Grill'd's financial records.

Mr Bainbridge admitted he repeatedly referred to Simon Crowe (pictured) as a "c---".
Mr Bainbridge admitted he repeatedly referred to Simon Crowe (pictured) as a "c---". 

Their personal feud has been laid bare in public before the Federal Court of Australia.

In stunning testimony, Mr Bainbridge admitted under oath that he had called Mr Crowe a "c---" at meetings. 

Grill'd co-founder Geoff Bainbridge.
Grill'd co-founder Geoff Bainbridge. Photo: www.scottehler.com

In return Mr Crowe, in his testimony, described his business partner and one-time "mentor" as "somebody I cannot trust and who I detest".

Mr Crowe added: "I struggle to be in the same room with him."

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Minority shareholder

Mr Bainbridge, the minority shareholder in Grill'd with 25 per cent of the company, initiated the legal action. He was originally seeking an oppression order from the court under the Corporations Act, claiming he was denied access to the books and records of the company. 

Mr Bainbridge is seeking to have chief financial officer Matt Caulfield and director Matt Reid, a partner at PwC and one of Mr Crowe's closest friends, removed from the company.

He also accuses Mr Crowe of breaching his duties as a company director, and using company staff and resources to fund his purchase of embattled chocolate company Koko Black.

In a counter claim, Mr Crowe is seeking an order forcing Mr Bainbridge to sell his stake, claiming it is impossible for the pair to ever work together again.

It's a stunning fall for the former friends who, after a decade of success with Grill'd, have hit a number of hurdles in the past few months.

Worker scandal

In July, Fairfax Media revealed that Grill'd was underpaying workers by hiring staff on compulsory traineeships and outdated employment agreements, resulting in many employees, often teenagers, being paid less than the award. The court was told a new enterprise agreement had added almost 5 per cent to Grill'd's cost base at its stores.

Mr Crowe and Mr Bainbridge have spent much of the past week sitting just metres from each other in court, and have amassed formidable legal teams to fight their very personal case.

Mr Bainbridge is being represented by Allan Myers, QC, the high-profile barrister, and respected corporate litigator Janet Whiting.

"Mr Crowe, for a time, forgot that the business didn't owe its prosperity and success to him alone," Mr Myers told the court.

Mr Crowe is being represented by Phillip Crutchfield, QC, who, along with Mr Myers, is listed as one of just seven "pre-eminent" senior counsels in corporate law in Australia. 

Two key disputes

At the heart of the dispute are two key disagreements.

The first is over the value of the company, and whether or not Mr Bainbridge was a genuine seller of his shareholding. The second is Mr Crowe's bitterness that Mr Bainbridge invested in what he regards as a "rival" fast food business Pizza Religion.

The court heard that Mr Crowe, managing director and 75 per cent owner of Grill'd, engaged Moore Stephens to conduct a secret valuation of the burger chain. It came back with a figure of $314 million, which would have made Mr Bainbridge's stake worth almost $80 million.

When Mr Crowe was unhappy with that figure, the court was told, Mr Crowe changed the "inputs" that Moore Stephens used for its calculation, to get a new figure of $237 million. That valued Mr Bainbridge's stake at just under $60 million. Mr Crowe offered him just $47 million, a figure Mr Bainbridge refused.

The relationship between the pair has deteriorated ever since. 

The matter, before Justice John Middleton, continues.

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