Outdoor Resorts sues Monaco.

Byline: Tim Christie The Register-Guard

A company that operates luxury RV resorts alleges Coburg-based Monaco Coach Corp. owes it more than $4 million for a share of profits from properties the two companies jointly developed and financed.

Outdoor Resorts of America Inc., which is owned by the head of Coburg-based Marathon Coach Corp., sued Monaco last week in Lane County Circuit Court.

The suit pits against each other two longtime rivals, neighbors and business partners.

Monaco is the Coburg-based maker of motor coaches and trailers. Outdoor Resorts owns and operates high-end RV resorts, including one in Newport, as well as in North Carolina, Tennessee, California, Florida, Arkansas and Virginia.

Outdoor's CEO and sole owner is Robert Schoellhorn, who also is CEO of Marathon, which is owned by the Schoellhorn family. Marathon builds high-end coaches at its plant in Coburg.

Outdoor Resorts officials declined to comment on the suit. Monaco spokesman Craig Wanichek said Wednesday: "We've reviewed the complaint and feel the claims are without merit and we're going to defend our position."

The dispute involves three resort properties that Monaco and Outdoor Resorts worked on together.

In its complaint, Outdoor Resorts describes the following version of events:

Between July 2000 and July 2001, Monaco helped to finance Outdoor Resorts' facilities in Indio, Calif., Las Vegas, Nev., and Naples, Fla.

In 2002, Outdoor Resorts sold the three properties to Monaco subsidiaries that were established for the purpose of buying the properties.

As part of the agreement, Outdoor Resorts was to share in any profits generated by the Las Vegas and Indio properties, such as from rental income and sale of lots, the suit says. The Naples property was to be a sold to a third party and the proceeds were to be shared between Outdoor Resorts and Monaco.

At the same time, Monaco contracted with Outdoor Resorts to manage the Indio and Las Vegas resorts. Under the terms of stock agreements, Outdoor Resorts was entitled to 20 percent of the net profit from the sale of lots at Indio and Las Vegas. Outdoor Resorts also said it is entitled to 50 percent of the proceeds from the sale of the Naples property.

Monaco was entitled to deduct from the shared profits "all reasonable overhead costs" relating to the operations and management of the resorts.

In July or August of 2003, "much to the surprise" of Outdoor Resorts, Monaco hired away E. Randall Henderson, president of Outdoor Resorts, to manage the resorts and to oversee Monaco's plans to expand its resort business.

In October 2003, Monaco terminated the management agreements with Outdoor Resorts for the Indio and Las Vegas properties and assumed responsibilty for the resorts' day-to-day operations.

In April 2006, Schoellhorn spoke with Kay Toolson, Monaco's CEO. In that conversation, Toolson suggested that Monaco owed Outdoor Resorts between $4 million and $6 million in shared profits as spelled out in the stock agreements.

But in a January 2007 letter, Monaco said it owed Outdoor Resorts just $1.5 million. Outdoor Resorts rejected that offer because it was lower than Monaco's earlier statements and it didn't jibe with Outdoor Resorts own estimates, the lawsuit says.

In February, a third-party auditor conducted a limited review of the records of Monaco and its affiliates. The review uncovered "various mark-ups and overhead allocations" which decreased Outdoor Resorts share of the profits.

Outdoor Resorts determined that Monaco marked up expenses associated with the resorts and overhead in the corporate office by 20 percent and allocated 10 percent of Monaco's overall corporate overhead to the resorts. These "mark-ups" reduced Outdoor Resorts' profit share, the suit says.

Outdoor Resorts wants a judge to order Monaco to pay at least $4 million and to prepare a complete accounting of Outdoors Resorts share in the profits. It also wants Monaco to pay its attorney fees and costs.

The company also wants a full accounting of the sale of the Naples property and to be paid its fare share of the sale proceeds.