Perfectly Posh founder Ann Dalton has sued LaCore Enterprises and owner Terry LaCore.

In a lawsuit originally filed back in March, Dalton accuses LaCore of engaging in conduct that hampered her ability to move on after resigning.

Named defendants in Dalton’s lawsuit are:

  • PP Holdings CO. INC., dba Perfectly Posh
  • Innov8tive Nutrition
  • LaCore Enterprises LLC
  • Mike Lohner
  • Terry LaCore
  • Jenifer Grace and
  • Anna Brooks

In her Complaint, Dalton (right) claims she founded Perfectly Posh in 2011. Under Dalton’s leadership as CEO, Perfectly Posh generated record revenues of $135 million in 2016.

Dalton primarily attributes Perfectly Posh’s subsequent downfall on Mike Lohner.

During the spring of 2016, Lohner met with management of Perfectly Posh.

He advised Perfectly Posh beginning summer of 2016 and then became part of Momentum Advisors Perfectly Posh, LLC (“Momentum”), an investor and advisory group, starting in fall of 2016.

At some point during October of 2016, Momentum invested money in Perfectly Posh and installed several new individuals in management positions, including placing Lohner on the Board of Directors of Perfectly Posh.

In November or December of 2016, Momentum installed new members of the management team at Perfectly Posh, including officers and directors who were acquaintances of Lohner.

These new members included individuals who took advantage of the company, made excessive expenditures on their own behalf while producing little or no results beneficial to Perfectly Posh, waited out a one-year noncompete from a different company, only to then quit in exactly one year and leave Perfectly Posh to work at a competitor.

Momentum also hired a Chief Marketing Officer, Randy Baker, who was relocated to Utah, and who then not only failed to produce results beneficial to Perfectly Posh, but ultimately was let go after he made racist comments to a creative director.

Momentum additionally hired an individual, Pat Sheehan, who was not productive and therefore terminated, only to be brought back by Lohner immediately after Terry LaCore and LaCore assumed control of Perfectly Posh via a financial investment in Perfectly Posh.

Lohner also promoted a Chief Financial Officer, David Van Oostendorp, who was known to have misappropriated over $100,000 worth of product, who colluded with an employee in the misappropriation, and who had previously been caught lying to management and the company.

Lohner and LaCore nevertheless promoted VanOostendorp (“Van”) after knowing he had taken company product, kept it, and denied it.

In running Perfectly Posh into the ground, Dalton accuses Lohner of failing to implement an “omnichannel” business model and “introduce … services, software, and other business relationships that he would personally benefit from financially.”

As a result of poorly designed programs and software launches headed up by a Field Development Executive, Gaya Amarasingha, hired by Lohner and Jonee Woddard, and bad acts that are believed to have been intentional and designed to financially harm Perfectly Posh, Perfectly Posh’s annual revenues plummeted from its record high in 2016 to less than one-third of its record high by 2019.

These acts included removing Gordon Morton from the board and installing Momentum actors, Vaughn Crowe and Connie Tang.

Dalton further alleges that Lohner (right) actively “block[ed] incentive packages to competent executives”, to provide himself with

an excessive salary for his “consulting” services, while simultaneously terminating key employees and positions, ostensibly to free up cash for the company.

Dalton remained CEO of Perfectly Posh during all of this. And if you’re wondering where she was;

Following repeated attempts to correct the poor decision-making by the Board of Directors and management team at Perfectly Posh, Dalton experienced repeated attempts by the Board of Directors and the management team … to compel her to resign from Perfectly Posh.

Before resigning in October 2019, the last straw for Dalton was the purported bungling of a lucrative investment and partnership deal with Clarke Capital.

The ultimate act of poor decision making was offending an investment and strategic partnership deal that valued Perfectly Posh at least seven times higher than the investment deal that was ultimately entered into with LaCore, which occurred less than three weeks after running off a known, strategic investor (Clarke Capital) who had a proven track record of success, was the single largest investor in Perfectly Posh, and served on the board.

Following her resignation, Dalton entered into separation agreement with Perfectly Posh.

The Separation Agreement formalized Dalton’s separation from Perfectly Posh and set forth various obligations of both Perfectly Posh and Dalton.

This was late 2019 and is around the time LaCore Enterprises acquired the company.

Dalton claims that no sooner than had the agreement been formalized, that Perfectly Posh failed to uphold its obligations.

Perfectly Posh immediately failed to honor the obligations therein by, among other things, failing to provide Dalton information properly requested by her.

Dalton also alleges she became a scapegoat for Perfectly Posh’s problems.

Before and following the time Dalton resigned from her positions at Perfectly Posh, Lohner and one or more of DOES 1-100 harassed Dalton via defamatory and disparaging statements made both publicly and to Perfectly Posh employees, distributors, and others.

Lohner also contacted each shareholder, debt holder, and owner of Perfectly Posh in early 2021 and several other individuals in late 2021 to defame and disparage Dalton, falsely claiming she had been fired for bad acts and falsely claiming she was responsible for the financial demise of Perfectly Posh.

Confusingly, with respect to Dalton’s allegations about the separation agreement, Perfectly Posh filed a Utah state-level case against her in June 2021 (note BehindMLM wasn’t aware of and didn’t cover this case).

Dalton doesn’t go into specifics but claims Perfectly Posh’s Complaint

alleg[ed] various causes of action, including claims of breach of the Separation Agreement.

The Complaint was filed principally and foremost to hurt Dalton and the postresignation startup business of Dalton’s called “Ambitchous.”

The proceedings in the case evidence little or no effort by Perfectly Posh to genuinely pursue the action.

Ambitchous appears to be an MLM company of some sort Dalton attempted to launch.

Following execution of the Settlement Agreement, and for more than eighteen months, Perfectly Posh, through management, and in concert with Terry LaCore, Jenifer Grace, and Anna Brooks, refused to transfer to Dalton the “Ambitchous” Trademark that Dalton designed when she was an owner of Perfectly Posh; this was done for the purpose of hampering Dalton’s ability to grow her post-resignation startup business.

Lohner and one or more of DOES 1-100 interfered with dozens of potential customers of Dalton’s new business, including threatening to fire and actually firing consultants of Perfectly Posh for as little as attending a live video stream or liking a social media post purchasing a product Perfectly Posh didn’t offer, and having anything to do with Dalton or her post-resignation startup business; some examples of individuals fired by Perfectly Posh under such circumstances include, but are not limited to: Jordan Bridge, Kelli Fangmann, Michelle Boyd, Anita Squire, Obi Kalu, Denise Aiken, Connie Brown, Jennifer Zimmerman, April Vicars, Michelle Ditmer, Jason Shankland, and Kole Ann, among others.

Perfectly Posh, through the directives and actions of Lohner, Terry LaCore, Anna Brooks, and Jenifer Grace, and one or more of DOES 1-100, interfered with, hindered, and ultimately prevented Dalton from successfully building her post-resignation startup business, causing financial damage to Dalton and Ambitchous.

Dalton filed an answer to Perfectly Posh’s Complaint in August 2021. Included was a counterclaim seeking over $4 million in damages.

The Counterclaim included eleven (11) causes of action, including breach of the Separation Agreement, defamation, and intentional interference with economic relations.

Perfectly Posh and Dalton entered mediation proceedings in April 2022. A month later, Perfectly Posh stopped shipping customer orders.

Dalton claims

At the time of the mediation, Perfectly Posh and Terry LaCore knew that Perfectly Posh would soon be rendered insolvent.

Terry LaCore and Perfectly Posh, however, failed to communicate this to Dalton and thereby mediated in bad faith, at substantial expense to Dalton.

In “the fall of 2022”, payments Dalton was allegedly entitled to as part of the separation agreement, began being delayed.

Through the first half of 2022, there was no attempt made to save Perfectly Posh from becoming insolvent.

Meanwhile, Terry LaCore was taking cash from Perfectly Posh and disparaging Dalton, saying she was going to take down Perfectly Posh while knowing this was not true.

This was a message repeated persistently to Perfectly Posh field leaders by Perfectly Posh executives, including by Van, from the time Dalton resigned until at least the time Perfectly Posh was merged or otherwise absorbed into Innov8tive – something Dalton would only find out through a statement published by Van in fall of 2023.

BehindMLM covered Lacore’s merging of Perfectly Posh and Innov8tive Nutrition  in June 2022.

In addition to Lacore’s shenanigans, Dalton claims David Van Oostendorp’s 2023 statement

deeply and irreparably damaged Dalton’s reputation with the Perfectly Posh field she built and worked with for more than a decade, as well as with some former employees.

Van messaged, among other things, that Dalton was going to start anew with Terry LaCore and shut Perfectly Posh down, which was untrue.

Around the same time LaCore (right) allegedly approached Dalton about funding Ambitchous through LaCore Enterprises. That didn’t go anywhere.

Terry LaCore indicated to Dalton he was interested in funding Ambitchous.

Once the asset transfer was complete, Terry LaCore never attempted to work with Dalton or honor the Separation Agreement, let alone fund Ambitchous.

The “asset transfer” refers to a May 2022 agreement between Perfectly Posh and Terry Lacore.

On or about May 10, 2022, Perfectly Posh and LaCore entered into that certain “Secured Convertible Promissory Note”, dated May 10, 2022.

The Promissory Note was secured by that certain “Security Agreement” (the “Security Agreement”), dated May 10, 2022, executed between Perfectly Posh and LaCore.

Pursuant to the Promissory Note, Perfectly Posh was obligated to pay LaCore an amount equal to Seven Hundred Thousand Dollars ($700,000).

On or about May 27, 2022, Perfectly Posh, Innov8tive and LaCore entered into that certain Asset Purchase Agreement (the “Asset Purchase Agreement”), dated May 27, 2022.

The Asset Purchase Agreement provides for the sale of all inventories, all database information, and all acquired intellectual property (the “Assets”) held by Perfectly Posh to Innov8tive.

Upon information and belief, under the Asset Purchase Agreement, Perfectly Posh did not receive consideration reasonably equivalent in value in return for transferring substantially all its assets to Innov8tive.

While all of this was going on Perfectly Posh’s initiated litigation against Dalton simmered in the background. The suit came to an end in 2023, by order of default against Perfectly Posh.

On February 19, 2023, an order of default was entered against Perfectly Posh … following the failure by Perfectly Posh to retain replacement counsel and otherwise participate in the litigation it initiated.

Dalton was awarded $1.2 million in damages in June 2023. This appears to have resulted in pettiness from LaCore Enterprises.

Perfectly Posh, through the directives and actions of Lohner, Terry LaCore, Anna Brooks and Jenifer Grace, and one or more of DOES 1-100 … [left] Dalton’s name on expensive, unpaid tax bills and other obligations as late as fall of 2023, at which time she received a bill from the State of Vermont for unpaid taxes owed by Perfectly Posh totaling tens of thousands of dollars.

After Perfectly Posh was merged with Innov8tive Nutrition it effectively ceased to exist.

Following execution of the Asset Purchase Agreement, Perfectly Posh was left or soon became a financially insolvent entity without any ability to pay creditors.

On information and belief, the intent of management of Perfectly Posh, Innov8tive, and LaCore was to drive Perfectly Posh into insolvency, both prior to and following execution of the Asset Purchase Agreement.

On January 4, 2023, Jenifer Grace, Chief Operating Officer, and Chief Legal Officer for LaCore, acting as Manager for Perfectly Posh and under the direction of Terry LaCore, caused to be filed with the Utah Division of Corporations a Statement of Termination.

According to the Utah Division of Corporations, Perfectly Posh became an expired entity as of January 4, 2023.

Dalton, as a creditor of Perfectly Posh alleges the actions of Lacore harmed her.

On information and belief, Lohner, Terry LaCore, Anna Brooks, and Jenifer Grace, as officers, directors or representatives of one or more of Perfectly Posh, Innov8tive, and LaCore, and in concert with one or more of DOES 1-100, who were also officers, directors or representatives of one or more of Perfectly Posh, Innov8tive, and LaCore, acted with actual intent to hinder, delay, or defraud, or damage or harm, creditors, including Dalton, by rendering Perfectly Posh insolvent.

This brings us to Perfectly Posh’s recently announced relaunch (headed up by former President Andrew McBride), which Dalton frames was created with assets that, if I’m understanding correctly, should have instead benefited creditors.

This in turn brings us to a presented “alter ego theory”, wherein Dalton paints van Oostendorp as a puppet of LaCore Enterprises.

On information and belief, while President of Perfectly Posh, Van Oostendorp was an officer or director in name only, and had no control over the company’s assets, bill paying, human resources, hiring and firing, and all key and even daily routine decisions.

On information and belief, during his presidency at Perfectly Posh, all decisions concerning control over the company’s assets, bill paying, human resources, hiring and firing, and all key and even daily routine decisions were made by LaCore executives, including Terry LaCore, Jenifer Grace, and Anna Brooks.

On information and belief, during his presidency at Perfectly Posh, Van Oostendorp was not allowed to approve or pay Perfectly Posh’s bills without permission from LaCore executives.

On information and belief, at about the time of the Separation Agreement and thereafter, Terry LaCore began siphoning funds from Perfectly Posh and ruled Perfect Posh, together with Jenifer Grace and Anna Brooks, with near complete authority, making nearly all of Perfectly Posh’s corporate governance and daily operational decisions.

On information and belief, Jenifer Grace owned or otherwise controlled a large shareholder stake in Innov8tive, and she, Anna Brooks, and Terry LaCore, as well as Innov8tive and LaCore, were all acting as insiders in depriving Perfectly Posh of operational cash reserves.

On information and belief, Terry LaCore, Anna Brooks and Jenifer Grace, by the start of 2022, took all of the cash reserves out of Perfectly Posh and left the company unable to meet its obligations as they came due.

On information and belief, by early 2022, Perfectly Posh had cash flow problems and no readily available lines of credit.

On information and belief, in early March 2022, Perfectly Posh’s bank notified it that it would have insufficient funds to cover payroll expenses and a large check that had been issued, and that additional funds were needed to be deposited immediately.

On information and belief, in order to enable Perfectly Posh to cover imminent expenses for commissions and sales tax, Van Oostendorp, through two disbursements, on March 7 and 8, 2022, personally loaned Perfectly Posh $162,500.00.

On information and belief, as of March 9, 2022, despite Van Oostendorp having already loaned the company $162,500.00, Perfectly Posh was still in dire need of cash to cover expenses.

On information and belief, on March 9, 2022, Van Oostendorp sent an email to the managers of Perfectly Posh, informing them of the loans he had made and requesting that LaCore make a bridge loan to Perfectly Posh in the amount of $500,000.00.

On information and belief, on March 9, 2022, LaCore agreed to loan Perfectly Posh half the requested amount, or $250,000.00, which proceeds were wired on or about that same day, March 9, 2022.

On information and belief, as of March 9, 2022, despite the loans made by Van Oostendorp and LaCore, Perfectly Posh still lacked sufficient funds to cover its operating expenses.

On information and belief, prior to and by on or about April 26, 2022, Van Oostendorp loaned Perfectly Posh a collective sum of $392,500.00 and received a partial repayment of $80,000 (on April 26, 2022), leaving a balance due from Perfectly Posh of $312,500.

On information and belief, on or about May 4, 2022, Van Oostendorp again contacted the management of Perfectly Posh, informing the managers that despite the loans from him and LaCore, Perfectly Posh still lacked sufficient cash to operate.

On information and belief, on or about May 10, 2022, LaCore loaned Perfectly Posh an additional $300,000.

On information and belief, throughout May 2022, Van Oostendorp continued to inform Perfectly Posh’s managers of pressing capital needs.

At some point Van Oostendorp appears to have sued Perfectly Posh (and/or LaCore Enterprises). This resulted in a default judgment in his favor in November 2022.

On November 18, 2022, a default judgment was entered against Perfectly Posh and in favor of Van Oostendorp in the amount of $313,205.00, with post-judgment interest continuing to accrue at 10% per annum.

To be honest, beyond demonstrating mismanagement, I’m not sure what the point of Dalton’s “alter ego theory” is with respect to her broader Complaint.

I’ve quoted it as a point of interest for anyone wanting insight into what went down with Perfectly Posh in the lead up to the Innov8tive Nutrition merger.

This is the first time any of this has been publicly disclosed. I don’t believe rank and file Perfectly Posh distributors were privy to what was going on behind the scenes.

Across five causes of action, Dalton is suing the Perfectly Posh and LaCore Enterprises defendants for

  • fraudulent transfer under Texas Business & Commerce Code;
  • declaratory judgment as per her “alter ego theory”;
  • declaratory judgment as per successor liability (related to Innvo8tive Nutrition, PP Holdings and Dalton’s already awarded but not paid $1.2 default judgement);
  • intentional interference with economic relations ($12.5 million in damages); and
  • civil conspiracy ($1.25 million in damages)

Dalton et al v. Innov8tive Nutrition Inc et al has been added to BehindMLM’s calendar. Stay tuned for updates as we continue to track the case.