Slideshow: Backstage Pass
There is no backstage at the Reggae Trial.And while it follows the same sort of rules and general form, the legal proceeding is not a traditional trial, civil or otherwise. The Hon. James Warren, a retired judge from San Francisco, presided over the first portion of the hearing, which ran from Jan. 28-Feb. 6 in a makeshift courtroom set up in a conference room at the Red Lion Inn in Eureka. A table laid with coffee, tea and ice water was set up along one wall. Observers were free to come and go as long as they did so quietly. There was a casual air to the proceeding, but the matters at hand were serious. At issue in Mateel Community Center vs. Dimmick Ranch is control over a music festival once known as Reggae on the River, a fundraiser that attracts thousands to a bend in the Eel River every summer.
The hippies of southern Humboldt started putting on the show 25 years ago to raise money to rebuild their community center. For most of that quarter century peace, love, harmony and something they called "the spirit of unity" prevailed, or so it seemed. Carol Bruno, a 61-year-old grandmother, nurtured the festival, turning it into a multimillion dollar enterprise that paid for a beautiful hall on a hill in Redway and, until recently, funded the operation of the Mateel, a community-based nonprofit. It was a symbiotic relationship, a lovely marriage. Or so it seemed.
A couple of years ago, Tom Dimmick, a young local who grew up with Reggae, stepped into the picture by offering Bruno and the Mateel his family's ranch for what was supposed to be a bigger, better Reggae on the River. Things did not work out as planned. Dimmick quickly sided with Bruno. The marriage with the Mateel dissolved, and now a team of lawyers in expensive suits is arguing a case that will decide the future of the festival and the nonprofit.
How did it come to this? Speaking to members at a meeting at the Mateel on Jan. 8, of this year, Mateel board treasurer Bob Stern said, "We've tried to persuade Carol and Tom to buy us out with an upfront payment that's substantial enough ... That's gone nowhere. It seems they'd rather go to court. We further don't think Carol and Tom will agree to any settlement offer that has the Mateel putting on its own Reggae on the River show ... Our belief is, once again they'd rather go to court."
The Mateel's silver-haired attorney, Bill Bragg, spoke to the perils of pursuing the lawsuit at the same meeting. He warned that even if the suit is successful, financial satisfaction for the Mateel is unlikely, since People Productions would probably not be able to pay should they lose and would instead file for bankruptcy.
The fact that the confidential negotiations between the parties had been made public did not please the Bruno/Dimmick camp — they said so in an open letter, drawing a final line in the sand. They'd rather go to court than agree to unspecified Mateel demands.
So to court they went — or rather to something called alternative dispute resolution, an extra-judicial form of arbitration.
Things got off to a rocky start Monday, Jan. 28, with a pair of motions from Tom Dimmick's lawyer, Jeffrey Knowles. At a previous non-public hearing Judge Warren had ruled that e-mail communications between members of the Mateel Board of Directors and the nonprofit's executive director, Taunya Stapp, were not considered private and thus were subject to disclosure.
On Jan. 15, Knowles and company received a slew of e-mail printouts, but, Knowles complained, there were pages missing, portions were redacted and the documents were seriously out of order. It seemed that Stapp had been enlisted to prepare the set of documents and she had shuffled them — on purpose. Bragg later confirmed this.
Dimmick's lawyers also complained that they had not been able to complete depositions on Mateel board president Bruce Champie and Vice President Garth Epling. Ms. Stapp's deposition had apparently been long and arduous and remained incomplete. Knowles described her as "among the top five most evasive witnesses" he'd ever dealt with.
The judge's response was that they could continue depositions as the hearing went on. Regarding the scrambled documents, he ordered monetary damages against the Mateel: They would pay for three days legal fees to compensate for time lost unscrambling.
The intentional confusion caused by Stapp is perhaps typical of the us-versus-them antagonism in this pitched battle, but the trouble precedes Stapp. While it's never been out in the open, a secret war full of conspiracies and backstabbing has been raging for years. For better or worse, the Reggae Trial is bringing that battle into the open. Sorting out the truth hasn't been easy amid the finger pointing and obfuscation. As the judge put it at one point, you have "a lot of people insisting that the other people are causing all the trouble."
"Nobody comes out of this a hero," the
On July 27, 2005, a sunny summer afternoon, a small crowd assembled under a tree on the Dimmick Ranch and three contracts were signed on the hood of a car.
Landowner Tom Dimmick and Mateel board president Bruce Champie signed a lease for the use of the ranch for Reggae on the River. Taunya Stapp and People Productions CEO Carol Bruno signed a production agreement for the festival. Last was a memorandum of understanding (MOU) that gave People Productions the right of first refusal for production of additional events on the ranch.
"Taunya Stapp brought champagne," noted Dimmick's lawyer, Jeffrey Knowles, in his opening statement,
Knowles took the long view, laying out Dimmick's side of the case. "This dispute goes back a long ways," he began. "There's a long history ... as far back as 1994." Echoing sentiments held by many in southern Humboldt, he suggested that the roots of the current disagreement can be traced back to the time when Bruno left her position as director of the Mateel to form the for-profit People Productions, LLC, which had been running the event as the Mateel's contractor ever since.
Describing Bruno as the person "most responsible for the event" Knowles conceded that she had sometimes "rubbed people the wrong way." Specifically, he mentioned Doug Green, Bruno's former partner in People Productions, who is in Mexico and will not be testifying. Describing the break in their partnership as "not amicable," the lawyer suggested that not long after Green left People Productions events ensued that led to conflict, in part because "Doug wanted to bring the event back in house," to be run by the Mateel.
Those who have been rubbed the wrong way by Bruno complain that she took a community event and turned it into a personal fiefdom, albeit one that made money for the community as a whole. As the festival grew into a multimillion dollar juggernaut, Bruno's power grew with it, and so did the resentment.
Back when Dimmick, Stapp and Bruno were signing their contracts and toasting with champagne, everything seemed fine on the surface. But that was just one happy moment in a relationship that was rapidly deteriorating. Behind the smiles that day there was a long-smoldering feud over the future of Reggae that would eventually burst into open flames. The expansion across the river to Dimmick Ranch, precipitated by a disagreement over the lease for French's Camp — the long-time home of the festival, next door to the Dimmicks' — seemed like a win-win situation for the Mateel and People Productions. In the end it was the straw that broke the camel's back.
Testimony in Mateel vs. Dimmick Ranch began with Dimmick called to the stand by Bill Bragg. Questioning began, gently enough, with a touch of back history. Dimmick told of growing up with Reggae. The boyish-looking 38-year-old said he'd "probably been to every Reggae on the River." He knew Carol Bruno, but not well. He'd attended school with her sons. His primary contact for Reggae matters had been Paul "PB" Bassis, who he'd known for a decade or more. They'd been friends for five or six years. Their daughters attend the same school.
The Dimmick family enjoyed admittance to Reggae, "since the beginning." Since 2000, they'd received "maybe 80-100" wristbands per festival, an arrangement set up by Bassis. When Dimmick made a point that the tickets were a "partial trade" for providing pasture for Reggae's mounted horse patrol, Bragg noted that 100 tickets would retail for $16,500, "a tidy sum" for a weekend's grazing rights.
Dimmick said he'd first heard that Reggae was looking to relocate in March 2005, when festival operations manager Diana Totten told him that French's Camp might not be available in the future.
Tom talked to his father, John, about possibly moving the festival across the river to the family ranch. As Bragg noted, the elder Dimmick was "not thrilled" by the idea. "That's right," said Tom. "Wise man," replied Bragg.
Nevertheless, Tom would eventually convince his family to sell him the property, then owned by the Dimmick Family Trust. It wasn't easy. His father continued his resistance. To get a bank loan Tom had to come up with a workable business plan showing how he would cover mortgage payments. The idea was to use a steady income stream from Reggae for the most part, but other events would be needed for additional revenue.
At some point — around May, as Dimmick recalled — Bassis was brought in as his advisor and intermediary with the Mateel and People Productions. Just a few months before, Bassis had ended his partnership with Bruno, leaving People Productions to form his own entertainment management company. Was that prior relationship a cause for concern? "No," said Dimmick.
As she noted when she took the stand later, at that early point Taunya Stapp was "out of the loop" and was not included in negotiations held between Mateel board president Bruce Champie, Tom Dimmick and Carol Bruno.
While the Mateel board had met and decided to move on the Dimmick lease, she was "quietly pursuing the Tooby Ranch property," the home of the Southern Humboldt Community Park. A Mateel committee looked at that possibility, but it was not made public.
"To let the community know you were even thinking of going to Tooby Park could have been disastrous," Stapp testified.
An excruciatingly minuteexamination of the crafting of the Dimmick lease took up hours of testimony, both for Dimmick and later when Stapp was cross-examined by Knowles. The lease went through numerous drafts, with each iteration getting input from Dimmick and his lawyers (including Knowles' firm), from Stapp and the Mateel board and from Hannah Nelson, the "Reggae lawyer" who'd handled legal affairs for Reggae on the River on behalf of the Mateel and People Productions. Here she represented People Productions CEO Bruno.
Much attention was paid to the back and forth over what Dimmick called a "heavily negotiated point," the wording of Paragraph 10: "Assurance As To ROR Producer." While not particularly sexy or revelatory, it may turn out to be the most important matter of all.
Dimmick wanted to ensure that People Productions would produce Reggae for the 10-year term of the contract. Various drafts of the lease with different versions of the paragraph were presented as evidence, some with a certain sentence struck out or with margin notes about what should be in and what should be out.
Stapp wanted language asserting his right to "reasonable doubt" about the competency of the producer fearing he would have "veto power."
In an e-mail exchange with Mateel boardmember Eryn Snodgrass, Stapp wrote, "Tom could opt out of the contract if he had reasonable doubt, or he could outright buy the intellectual property."
"I think they want this in as a blocking move to stop us if we ever tried to do this in house," Snodgrass replied.
It would seem that Dimmick's side prevailed. Language giving Mateel a stronger role in selecting a replacement producer was stricken from the final contract.
When lease negotiations began in the spring of 2005, Bruno had just one year left on her contract with the Mateel. At her insistence, a new production contract was drawn up with a 10-year term parallel to the lease. As has been the case since Bruno set up People Productions, she drove a hard bargain and for the most part set the terms. While it would appear that Stapp had been brought in by the Mateel board in the belief that she could hang tough and stand up to Bruno where the board had historically caved, at that point she was new on the job and still learning the territory.
As the August date for the festival approached, it became clear that Stapp was worried about concessions made during negotiations. Under examination from Knowles, a series of e-mails from June and July 2005 regarding "equity of outs," were entered into evidence. ("Outs" would prove important as Stapp's testimony proceeded.)
In an e-mail dated June 26, 2005, Stapp wrote to Hannah Nelson: "If something goes wrong and Reggae can't continue, there were limited ways for the Mateel to deal with that under the People Productions and Carol Bruno contracts."
In court, Stapp would assert repeatedly that what they were talking about was a hypothetical change that might come after Carol retired, or in some emergency, and that she always felt it was in the best interest of the Mateel to keep People Productions as festival producer.
Best interest or not, it looked like Stapp was already looking at ways to get out of the contract with Bruno a month before it was signed. An e-mail she sent to Mateel finance committee members Bob Stern and Garth Epling the following day said she was "working on non-obvious outs."
Meanwhile,the relationship between the Mateel and those working on the upcoming festival was about to explode. In an e-mail to the Mateel board dated July 2, 2005, Stapp thanks board members for dealing with "an evening of stress and extreme pressure." She described a board meeting the night before, where staff from People Productions "stormed in" to the Mateel office saying the board "would be the end of the community."
The People Productions group included Reggae site manager John Bruno (Carol's husband), Hannah Nelson, Paul Bassis and others. According to Stapp, "They were screaming, 'If Reggae dies, it dies on your watch.'"
Stapp explained that the anger stemmed from a plan she'd put forward to tag all Mateel-owned equipment used for the production of Reggae with bar codes. Workers on the Reggae site protested with placards saying "no bar codes" and later with what were described as "derogatory laminates" referencing the bar code plan (which was ultimately never implemented).
Stapp sent another e-mail July 2, 2005, this one to Mateel counsel Geri Anne Johnson. In it Stapp offered another: "I would love the minute the contract gets announced for the Mateel to buy or lease the Arthur property and force Dimmick and People Productions to sublease from the Mateel." She went on to say she was "imagining Carol was trying to figure out how to do Reggae on her own without the Mateel, and not having the whole town mad at her."
At the trial, Stapp downplayed her remarks, saying she was merely being flippant with her lawyer. Was she already thinking about cutting People Productions out of the picture before Bruno could cut the Mateel out? We'll leave that question to the judge.
The final Reggae on the River at French's Camp took place in August 2005, just nine days after the signing ceremony under the tree on the Dimmick Ranch. It was a sold-out event (as usual). However, costs were higher than projected, and the net profit, which goes to the Mateel, did not meet expectations.
To make matters worse, much of the money the Mateel was expecting to use for its operating budget in 2006 went toward removing the infrastructure from French's Camp. With no capital available for start-up funds for Reggae 2006, Bruno arranged a deal in which Danny Scher, a former partner in Bill Graham Presents, loaned $365,000 seed money to the Mateel.
Reggae on the River 2006, the first and only ROR on the Dimmick Ranch, did not do much better, profit-wise.
"Did it come to your attention that the Mateel was disappointed with the event's financial performance?" Bragg asked Tom Dimmick at trial.
"Yes," was Dimmick's one-word reply. After further prodding he added, "Carol mentioned it to me in September. It wasn't really my business."
In September 2006, Stapp invited Dimmick to have breakfast at Deb's Great American Hamburger Company, a place across the street from the Mateel. In what will henceforth be known as the big fish/little fish meeting, they discussed the Mateel's disappointment atthe shortfall in profit from the 2006 Reggae. Stapp said she'd contacted Dimmick to talk to him "about helping us resolve the situation" and to reassure him that the festival would continue.
According to Stapp, the prime concern of the board was "that the budget needed to perform — when it did not, it upset them." Additionally she was concerned about the money that had gone into infrastructure on the ranch, which was paid for out of the Mateel budget, and about what she saw as inadequate income reporting.
Asked at trial if she was considering severing the Mateel's relationship with People Productions at that point, Stapp said she "was exploring options" but was not thinking about a break with Bruno. She still wanted to "resolve the relationship issue and go on."
At the big/little meeting Dimmick suggested moving the Mateel's Summer Arts Fair from Benbow Lake to the ranch, which he would rent them for "next to nothing." Stapp declined the offer, saying if she agreed her staff would quit. Her preference was to use the Southern Humboldt Community Park. (Summer Arts did not move; it stayed at Benbow.) She did not say she was thinking of using the community park for Reggae, but Dimmick suspected she was not happy having the festival at his ranch. He was worried.
At the end of breakfast meeting Stapp paused on the way out the door and pointed out the burger shop's tropical aquarium. She told Dimmick about a friend who'd bought a big fish and put it in his fish tank. The next morning all the little fish were gone. Dimmick interpreted this parable as a threat. "Taunya Stapp was the big fish," he said.
In his cross-examinationof Stapp on Feb. 5 and 6, Knowles pressed the question about when exactly the Mateel board started thinking about a break with People Productions. Stapp said she'd been considering "what happens if all this implodes. Our job is to be thinking, 'What if, what if.'"
Stapp said she'd found something on the Internet about "nonprofit law." In an e-mail exchange between Stapp and Garth Epling dated Sept. 21, 2006, she noted, "If a commercial fundraiser is not licensed with the Attorney General, all contracts are void."
Asked if this meant they were considering voiding the production agreement, Stapp said she was concerned about the impact an invalid contract with Bruno might have on the lease. "We begin at this point to discuss that law and its effect on the Mateel," and how various scenarios might play out.
An e-mail from Stapp to Epling dated Oct. 6, 2006, laid out a series of "scenarios" and "outs":
One scenario: "They are trying to push us into bankruptcy," so that Dimmick could "be released from the contract and do bigger concerts." There is mention that Dimmick had been in contact with the Reggae Sunsplash tour, which presumably might replace ROR. (Note: The 2007 Reggae Sunsplash tour was ultimately canceled.)
No. 1: Stapp considered the possibility of going over the last few years' Reggae accounts in detail, hoping to uncover evidence of fraud. "We get the audit and publish it locally. Let the public tell us what they want to do." Epling wrote that that "would be good." "It certainly would make them the center of attention," he added. (Note: In winter 2006, Stapp did commission an audit of the Reggae books. An incomplete version was sent to the press.)
"We have the option of suing them for fraud if the audit shows that," Stapp wrote.
Out No. 2: "Make them go back in and separate the expenses" — apparently in reference to the audit. "Caveat: We will make their breaches legitimate by operating in that contract."
Out No. 3 seemed particularly prescient: "We rescind both contracts, take a break for winter, raise money and start again next year. Caveat: The community loses Reggae on the River and Carol is free to start her own concert."
Was she was talking here about ending the business relationship? "I don't think so," said Stapp.
Out No. 4: "We wait until People Productions goes through the permitting process. We may have to lay off some people over the winter. We draw down the credit line completely, then rescind the contracts and plead with the county to let the Mateel do the event."
This is another scenario that came to pass much as described. The e-mail suggested specific people who would run the Mateel's in-house Reggae festival sans Bruno.
Epling commented in response, "Yeah, this is the best sounding scenario, but most risky. We need to be sure we have a place to hold Reggae on the River. If Tom doesn't work with us, we're screwed."
October 2006 was a fateful time in the relationship between the Mateel, People Productions and the Dimmick Ranch. While the general public would not become aware of it until late in the month, the shit was hitting the fan behind the scenes. The relationship between People Productions and the Mateel's executive director bordered on open warfare. While Stapp and the board were laying out scenarios to get rid of Bruno, Bruno and Dimmick were talking about how to keep Reggae going without the Mateel.
In an Oct. 12 e-mail, considered by Mateelites to be the smoking gun, Bruno wrote to Dimmick, "You're right Tom, let's do Reggae but not do Mateel ... One thing is for sure, I can't work with Taunya."
A few days later, Dimmick wrote to the Mateel board. "Carol will not under any circumstances work with the Mateel," he said, among other things.
Dimmick's plan was for a licensing deal. He and Bruno would pay the Mateel for use of the Reggae on the River trademark. As Dimmick put it in an e-mail to Bruno, "Licensing is the only hope to keep it thriving."
In an Oct. 23 exchange between Stapp and Mateel treasurer Bob Stern, Stern asked, "What if Carol comes back and repudiates her contract?"
"We can invite Tom Dimmick to join us," Stapp replied. "This is a dispute resolution and we obviously have a dispute."
What did Stapp think the dispute was? "The relationship," she testified at the trial. "The whole big picture. The whole thing was boiling over."
Around that time, Stapp and the Mateel board drafted an open letter to the southern Humboldt community saying the organization was in crisis because "the production company for Reggae on the River failed to deliver the income they budgeted ..." The letter said the board and the executive director were "trying to come up with a plan to deal with the problem." Members of the Mateel were invited to offer input at a meeting at the hall on Nov. 17.
For her part, Bruno saw it as degrading, to her and to her company. "It instantly divided the community," said Dimmick.
Things were indeed boiling over. On Oct. 25, the Mateel sent a letter to Bruno demanding she enter into mediation as per contract provisions. Bruno responded in an e-mail to Stapp and the Mateel board, dated Oct. 26, that put forward three scenarios for what was described as "a simple walkaway."
"1. MCC releases PP from contract.
PP releases MCC from contract.
PP does not work on final reports" [the wrap-ups required by the county planning commission on the 2006 festival].
Around the same time, Dimmick was firming up details on a lease for the use of French's Camp, sharing lease drafts with Bruno. The lease language did not specify use for Reggae on the River, merely for "an event." At the trial, Dimmick conceded that they were discussing producing a festival that "would not be Reggae on the River, but it would be the exact same event." With much emotion Dimmick added, "This event is bigger than the Mateel — it needed to happen for bigger reasons than a couple of cranky board members."
The Reggae War went totally public when Nov. 17 brought the annual Mateel membership meeting. The infamous YouTube speeches by Bruno and Bassis recorded by Garth Epling were shown at the trial, with Bruno watching. As noted in a Nov. 23, 2006, Journal story, "SoHum in Counseling," it became clear a divorce was pending. What was not clear was who was at fault and who gets the house and custody of the dog.
The pace picked up as the Christmas holiday approached. On Dec. 18, Stapp wrote to Dimmick telling him the Mateel was looking for a new producer for Reggae. She did not say who. The next day Dimmick wrote to the Mateel board expressing disappointment over what he saw as a breach of the lease. He'd heard that Boots Hughston had been chosen and declared his "reputation is unacceptable." On Dec. 21, Dimmick wrote a check for $4,000 to secure his option on French's Camp. Dec. 22, Stapp wrote to Bruno asking about the wrap-up on the Conditional Use Permit (CUP) with the county, which had to be delivered by noon, Dec. 27.
On Dec. 27, Bruno hand-delivered the CUP wrap-ups to planner Michael Richardson at the Humboldt County Planning Department and informed Stapp she'd done so via e-mail. On Dec. 28, Mateel sent an official notice of termination of the production contract to Bruno. The timing of those two things will undoubtedly resurface when the trial continues.
Near the end of Bragg's grilling of Dimmick, the lawyer read from an e-mail Bruno sent to Dimmick Dec. 29 that included a forwarded message from videographer Rex White. White wished Bruno a happy New Year, asked for Dimmick's phone number and remarked, "I like the sound of Reggae Rising."
Bragg concluded his examination of Dimmick by having him identify two additional documents: a Jan. 19, 2007, letter from Dimmick's lawyer advising the Mateel that it was in breach of their lease and that the lease was therefore terminated, and an e-mail from Dimmick to the Arthur's lawyer dated March 14, 2007, exercising his three-year option to use French's Camp. The property was used for parking and camping in August 2007 for a festival called Reggae Rising. Reggae on the River 2007 was canceled.
TestimonyonWednesday, Feb. 6, the last day of part one of the Reggae Trial (and by chance Bob Marley's birthday), ended with Taunya Stapp on the stand.
Knowles read from a letter from Bruno dated Oct. 27, the day after Bruno had offered her scenarios for "a simple walkaway." The letter began, "With a sad heart ..." and lamented the end to the relationship between the Mateel and People Productions. Knowles skipped to the end, reading, "I believe in the power of productive resolution."
He then shifted briefly to note, without explanation, a payment of $10,000 made by the Mateel to Danny Scher of DanSun Enterprises to secure permits for Reggae 2007.
Knowles continued with another passage from Bruno's "sad heart" letter in which she wrote of the $4 million raised during her tenure as producer of Reggae on the River — money which, she said, paid for the purchase of land for the Mateel, for building the hall and for office staffing.
When Knowles started to move to another line of questions Stapp said she was too tired to continue.
Judge Warren concluded the proceeding, announcing a recess until Wednesday, Feb. 20, adding, "The precise location of the next hearing is unsure. We may try to get a courtroom."