Maryland salad dressing maker Tessemae’s files lawsuit alleging former law firm tried to ‘steal’ the company

Brothers Matt, Brian and Greg Vetter of Tessemae (pictured in 2014), which makes salad dressings and marinades in Essex.
Brothers Matt, Brian and Greg Vetter of Tessemae (pictured in 2014), which makes salad dressings and marinades in Essex. (Barbara Haddock Taylor, Baltimore Sun)

The Essex-based salad dressing manufacturer Tessemae’s is alleging in federal court that its one-time consultants and former leaders tried to “steal” the company from the three brothers who founded it.

An amended lawsuit filed last month in the U.S. District Court of Maryland alleges that a law firm based in Washington, D.C. and five Maryland men attempted to “muscle out” Greg, Brian and Matt Vetter, who launched the organic food business in 2009 and named it after their mother.


The defendants are the Tandem Legal Group and the Tandem Growth Group, operating out of the same Washington address; Michael S. McDevitt of Annapolis (Tandem’s former CEO), Brendan Connors of Severna Park (the company’s former CFO); Herman Dunst of Woodbine; Paul Intlekofer of Severna Park and Alex Chehansky of Annapolis.

Barry Coburn, the attorney representing all the defendants, declined to comment, saying only: “We’re going to address these allegations in court, not in the public arena.”


The lawsuit accuses the defendants of causing the company to sustain an estimated $45 million in losses.

The 12-count complaint alleges that different defendants (some of whom held executive roles or served on the board) were engaged in racketeering, negligence, legal malpractice, fraud, conspiracy, wrongful interference with a business relationship, breach of contract, breach of fiduciary duty and unjust enrichment. The company is asking for court approval to rescind the stock granted to the defendants in 2014, an unspecified amount of damages and a jury trial.

Tessemae’s was founded in 2009 and now has annual revenues of about $20 million.

The lawsuit emphasizes that the brothers, two of whom previously played professional lacrosse for the Chesapeake Bayhawks, were not “experienced or sophisticated businessmen, but they shared a strong work ethic and the desire to see the company succeed.”

In 2013, Greg Vetter met McDevitt through a contact at Tessemae’s bank.

“McDevitt told Greg that he and Tandem could help Tessemae’s grow its business exponentially,” the complaint says.

McDevitt was chief executive officer of Medifast, Inc. and Connors was the business’ chief financial officer when the Baltimore-based weight loss company got into trouble with federal authorities over allegatiosn of deceptive advertising practices. In 2012, Medifast, Inc. paid a $3.7 million penalty to the Federal Trade Commission.

After leaving Medifast, McDevitt co-founded Tandem in 2013, which markets itself as providing legal and business expertise to young, fast-growing companies.

The complaint alleges that Tandem had an inherent conflict that kept it from putting Tessemae’s interests first. The organization is based in Washington, D.C. — the only jurisdiction in the U.S. that allows non-attorneys, such as McDevitt, to own a law firm.

Attorneys owe a fiduciary duty to their clients and are required to act in their best interests. In contrast, a business agreement is understood to “be at arm’s length,” with the different parties looking out for themselves.

“While Tandem holds itself out as a legitimate legal practice, it is in fact simply a vehicle that McDevitt uses to serve his and his confederates’ corrupt motives,” the complaint says.

The complaint delineates several different schemes the defendants allegedly set into motion between 2014 and 2018 in an attempt to take over the company. Two stand out:


In 2014, the defendants proposed that they be paid in stock options instead of cash, according to the complaint. The plaintiffs didn’t realize that the deal was structured so that over time, the percent of the company owned by McDevitt, Connors and Dunst would have swelled, while the proportion owned by the family and original shareholders would have dwindled, the lawsuit alleges.

“McDevitt understood that his offer to accept payment for Tandem’s fees in the form of equity was likely to be attractive to Tessemae’s — which like many young businesses faced cash flow issues,” the complaint says, “and that Tessemae’s would be unlikely to appreciate the inherent and insidious danger posed by such a conflict-laden arrangement.”

Another plot was set into motion in 2017, according to the complaint, this one allegedly hatched by McDevitt, Intlekofer and Chehansky.

Once again, Tessemae’s needed cash. The company would be sued the following year by some vendors for not paying its bills.

According to the complaint, McDevitt promised to solve Tessemae’s financial problems by raising millions from investors in weeks. In exchange, McDevitt would receive $100,000 in cash and stock options, according to the lawsuit.

The catch was that the deal would require changing Tessemae’s operating agreement. Both sides agreed to amendments that would have provided McDevitt with expanded authority, including veto power over incurring large debts and approval of new product lines, the lawsuit alleges.

“When the company reviewed the amendments ... it discovered that McDevitt, in a ploy that hearkened back to his 2014 equity grab, was attempting to grant himself rights that went well beyond what the company’s board had agreed to,” the complaint says.

“Specifically, the amendments would have given McDevitt ... more power to force the sale of the company,” the suit states.

The rewritten amendments were discovered before they were signed, and Tessemae’s severed its relationship with McDevitt, Tandem and the others, according to the lawsuit.

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