A Conflict, or Not a Conflict – That is the Question – Part 2

Do you know what wasn’t discussed or disclosed at the meeting? If you guessed that it was the fact that Sharron Catallo is a corporate officer for the two corporations that operate two of Curt Catallo’s Clarkston restaurants, you would be correct!

Without going too deep into the weeds (and being the first to say that I’m no business law expert), there are different legal requirements for different business structures. A corporation is designated by an “inc.” after its name and requires the appointment of corporate officers. A limited liability company is designated by an “LLC” after its name, and it does not require the appointment of corporate officers (LLCs are usually managed by “members”). There are other requirements for these two forms of doing business in Michigan, but those are the two that I want to focus on.

I want to emphasize that there is absolutely nothing wrong with registering and owning businesses, filing assumed names for those businesses, or working hard to make those businesses successful. And, even though most of Mr. Catallo’s 800 employees can’t possibly live within Clarkton (considering that our entire city’s population is less than 1,000 people), the fact that he has worked hard enough to even be able to employ 800 people is quite an accomplishment.

Information about Michigan businesses is publicly available by going to the Corporations Online Filing System on the State of Michigan’s Department of Licensing and Regulatory Affairs website. You can search in a few ways, one of which is by putting a name in the second box (titled “Search by Individual Name) by going to this link:

https://cofs.lara.state.mi.us/SearchApi/Search/Search

I found a lot of businesses registered to Curt Catallo by searching for both “Curt Catallo” and “Curt G Catallo” (without the quotes). Clicking through the links reveals that not all of these entites are current (because they don’t have a recent business filing). Union Joints and Union Adworks are just two of the over 50 LLCs and 2 corporations that are associated with Mr. Catallo’s name.

Companies can operate under many different names (called “assumed names”), but they must register these names with the State of Michigan. Union Adworks has one assumed name associated with it – “Detroit Whips”:

https://cofs.lara.state.mi.us/CorpWeb/UAA/UAAAssumedNames.aspx?CID=SC3UD8&PageType=VIEW

Union Joints LLC has several assumed names, three of which are active – “Company,” “Company Detroit,” and “Union Mac & Cheese”:

https://cofs.lara.state.mi.us/CorpWeb/UAA/UAAAssumedNames.aspx?CID=MZ72V7&PageType=VIEW

I don’t recall that the Clarkston City Council has ever voted on any matter pertaining to Union Joints, Union Adworks, Detroit Whips, Company, Company Detroit, or Union Mac & Cheese, so it may in fact be accurate to say that Sharron Catallo has always abstained from votes that had “anything to do with Union Joints or Union Adworks.” But that doesn’t really address the whole issue.

There are three business entities that are associated with Curt Catallo’s three local restaurants in downtown Clarkston – Cash Bar, Inc., Clark Bar, Inc, and Coco Bar LLC.

1. Cash Bar, Inc. has several assumed names associated with it, including “Union Woodshop.”

https://cofs.lara.state.mi.us/CorpWeb/UAA/UAAAssumedNames.aspx?CID=AJ6Z54&PageType=VIEW

2. Clark Bar, Inc. also has several assumed names associated with it, including “The Clarkston Union,” “Union Bar and Kitchen,” and “Union General.”

https://cofs.lara.state.mi.us/CorpWeb/UAA/UAAAssumedNames.aspx?CID=XU5ON5&PageType=VIEW

3. Coco Bar, LLC has several assumed names associated with it that are variations of “Honcho”

https://cofs.lara.state.mi.us/CorpWeb/UAA/UAAAssumedNames.aspx?CID=R698O3&PageType=VIEW

Because Cash Bar, Inc. and Clark Bar, Inc. are corporations, they are required to have corporate officers. Would it surprise you to know that at the time that Mr. Catallo made his impassioned “it’s fair to say” speech to the council on November 18, 2018 that his mother, Sharron Catallo, had been acting as a corporate officer of both Cash Bar, Inc. (Union Woodshop) and Clark Bar, Inc. (The Clarkston Union, Union Bar and Kitchen, Union General) for approximately six months? (Coco Bar, LLC, the limited liability company that operates Honcho, doesn’t require officers because it’s not a corporation.)

Yes, you read that correctly. And, as I write this, Sharron Catallo is still in that role.

But please don’t take my word for it.

Go back to https://cofs.lara.state.mi.us/SearchApi/Search/Search, type in “Sharron Catallo” (without the quotes) in the second box (titled “Search by an Individual Name”)

You will see for yourself that she’s listed as the Secretary for both Clark Bar, Inc. and Cash Bar, Inc.

Do you think that The Clarkston Union/Union Bar and Kitchen/Union General and the Union Woodshop are affected by restaurant parking issues? Of course they are!

So dear reader, you decide. Given what you know now, do you think that it’s appropriate for Mrs. Catallo to vote on parking issues? Even though the city attorney thought the council should decide whether Sharron Catallo had a conflict of interest, he was quite clear that he didn’t think she did. Al Avery, Eric Haven, Jason Kniesc, David Marsh, and Scott Reynolds agreed with the city attorney. Only Susan Wylie thought that Sharron Catallo had a conflict of interest. (Mrs. Catallo properly did not participate in the vote, because no council member is permitted to vote on a motion for their own recusal.)

Did Mrs. Catallo disclose the fact that she is a corporate officer for the corporations that operate two of her son’s restaurants to the city attorney and her fellow council members? Only they know the answer to that, but it certainly wasn’t discussed at the city council meeting. I think that’s a pretty important fact to consider, don’t you?

You might think that it doesn’t matter at this point, since Mrs. Catallo is not running for a seat on the city council this November, but I beg to differ. Even though she lost the 2018 election, she’s made her way back to the city council and will continue to vote on parking matters until November. There is absolutely nothing stopping her friends from appointing her into a vacant council position in the future. Vacancy appointments aren’t even subject to recall, because they are only effective until the next November election.

If you have an opinion on this matter, perhaps you should let your council members know:

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