It followed the start of divorce proceedings between Cramer and Brosnan’s daughter, Aimee, who had married in 2008.
A US judge said the case relates to “significant disagreement” regarding the repayment of loans Brosnan made to Cramer and Futures and the ownership of Futures.
The row extends across both sides of the Atlantic, with Brosnan having launched an Irish High Court case in late 2021 against Cramer over a dispute regarding a loan from AIB.
Last month, Judge Julianna Theall Earp delivered a court order to Brosnan and Cramer regarding their legal dispute.
The judge captured the harmful bitterness of their row best in her opening lines.
“The deleterious effects that souring family relationships can have on a business are evident in this case,” wrote the judge for complex business cases in North Carolina in her introduction. In the document, she denied an effort by Cramer and Futures to have the court dismiss two of Brosnan’s counterclaims.
Claims of tax avoidance and transcripts of alleged secretly recorded conversations are included among the hundreds of lengthy court filings
Following a dive by the Sunday Independent into some documents from the US court battle, the hurt as well as anger caused by the dispute for all sides is clear. Claims of tax avoidance and transcripts of alleged secretly recorded conversations are included among the hundreds of lengthy court filings.
Earlier this month, matters took a new twist. Judge Earp delivered an order that determined Brosnan was entitled to be indemnified in advance by Futures for the legal costs in the proceedings, as per the company’s bylaws. Cramer and Futures had battled against coughing up to cover the costs.
A court order issued in December used “factual allegations” from filings to provide a background to the US court case. It shows the seeds of the dispute were sown well over 15 years ago.
Before Cramer married Brosnan’s daughter, the Irish businessman had been lending money to Futures.
The lending appeared to start in 2006, when Brosnan agreed to provide a loan to his future son-in-law’s firm. Further loans appear to have been agreed, with a court document stating that, “throughout the years, Brosnan loaned either Cramer or the company several million dollars”.
Over time, Cramer and Aimee’s marriage soured. In March 2020, Cramer left the marital home. Divorce proceedings followed.
In 2020, Brosnan, who was chairman of the board at this time, began investigating the actions of Cramer at Futures. He claimed Cramer had “misrepresented and concealed materials [sic] facts” that had led to him transferring shares to Cramer during an estate planning process in 2018.
Brosnan presented a series of ‘findings’ to the Futures board, including a ‘detailed reconciliation… of all amounts owed to him’
Along with the money Brosnan believed he was owed, he decided he had to take action to regain Futures shares he felt he was due following the split.
Later in 2020, Brosnan presented a series of “findings” to the Futures board, including a “detailed reconciliation… of all amounts owed to him”.
Brosnan asked the board to begin repaying the debts and to take action to invalidate a disputed share transaction. He also told the board he had not received a share certificate for a January 2010 note conversion.
In December 2020, Brosnan claimed a board member at Futures had determined he was owed money under the original note, plus the additional capital provided over the years. He further alleged the board declined to act on the disputed share transaction as it was a “family matter”.
In January 2021, the Futures board is alleged to have sent an email to Brosnan with a proposed promissory note worth over $5.68m (€5.2m). Brosnan claimed the message stated the note “consolidates the loans you made to Futures over the years, plus interest”.
A second note was offered after the first, but Brosnan was not satisfied and rejected both. Both contained a provision that he waive some of the amount owed as well as the right to convert some of the debt to shares in Futures. He declined to sign.
At a meeting in March 2021, Cramer and two board members voted to remove Brosnan from the Futures board. They also voted to remove his daughter as corporate secretary the following day.
The following month, Brosnan’s lawyers wrote to Futures demanding payment of over $3.2m and a new share certificate for over 65.9 million Futures shares. Futures responded disputing owing the debt on the terms described and Brosnan’s right to the shares.
Legal letters were now furiously crossing the Atlantic, from Co Limerick to North Carolina and vice versa. Brosnan sent a second letter claiming Cramer owed him over €485,000 on an AIB bank loan that Brosnan had guaranteed. He threatened Cramer with taking the case to the Irish High Court if it was not repaid to him.
Brosnan initiated the action on the disputed debt in Ireland in 2021.
The company’s complaints included an allegation of falsified corporate records
Futures and Cramer claim the debt on the AIB loan had been reflected on the company’s own financial statements as opposed to Cramer’s.
Cramer alleged that Brosnan said he would only seek repayment of the AIB loan from Futures. Brosnan denied this claim.
In May 2021, Cramer and Futures filed their initial complaint to the US courts, before amending it in October.
The complaint seeks a declaration from the court that Brosnan is not entitled to recover the monies and ownership interest in Futures that Brosnan demanded. They also sued Brosnan for allegedly breaching his duties as a director while at Futures, including an allegation that corporate records had been falsified to inaccurately reflect certain debts. They also alleged share documents were “fabricated” claiming it led to Brosnan avoiding €400,000 worth of tax.
Brosnan filed his answers and counterclaims in December 2021, in which he denied the allegations.
Brosnan also filed a defence that included his belief that Cramer lacks standing to seek a declaration on Futures’ debts. The counterclaim also contains a series of reliefs sought by Brosnan, including a US court order that Futures issue shares to him that he believes are owed as part of the loan note agreements.
A response to those claims by Cramer said he was not required to respond to accusations or claims made against Futures individually. He denied the allegations against him.
A spokesman for Brosnan said he was engaged in the litigations seeking “significant sums of monies owed” by Cramer.
Futures declined to comment. Both the Irish and US cases continue
“During these proceedings Cramer, who is a former son-in-law of Brosnan, has made a number of groundless allegations… unrelated to the issues involved in the proceedings. These allegations have been clearly rejected and refuted in pleadings and affidavits submitted to the courts on behalf of Brosnan.
“Brosnan will not be distracted by this approach. He will fully defend his reputation and will pursue these matters to a conclusion.”
Futures declined to comment. Its recruitment tech has several uses, including for US veterans.
Both the Irish and US cases continue.
Since leaving Kerry Group, Brosnan took up a director role at agritech firm BHSL. He owns Croom House Stud in Co Limerick.
