Society Brands Lawsuit: Fraud Claims, Dismissal, and Reversal

The Society Brands lawsuit was filed in May 2024 by Trina Felber, founder of Primal Life Organics, who accuses the Ohio-based e-commerce aggregator of fraud, breach of contract, and unauthorized use of her name and image after it acquired her natural skincare and dental brand. A Stark County judge dismissed the case in November 2024, but on August 4, 2025, Ohio’s Fifth District Court of Appeals reversed that dismissal and sent the case back to the trial court for discovery and a possible jury trial.¹

Who Sued and Why

Society Brands, headquartered in Jackson Township near Canton, Ohio, acquires consumer brands that sell through Amazon and direct-to-consumer websites. It announced its purchase of Akron-based Primal Life Organics on January 3, 2024, with a controlling interest having closed on December 14, 2023. Financial terms were not publicly disclosed.²

Under the deal, Felber was to stay on as “brand president,” keep equity in Primal Life, and roll a portion of that equity into the broader Society Brands platform. Society Brands committed to providing operational support to scale the business.²

The arrangement fell apart within weeks. By February 2024, Felber was told to begin reporting to Society Brands COO Shawn Dougherty. On April 3, 2024, the company sent her notice of 15 alleged material breaches of her employment agreement and gave her 10 days to cure them. Society Brands fired her for cause on April 15. In May 2024, it triggered an accelerated buyout of her remaining stake, valuing Primal Life Organics at $1.6 million — down from the $15 million valuation used in the original deal. According to the complaint, the reduced valuation was made possible by a contractual penalty tied to the for-cause termination.³

What the Lawsuit Claims

Filed in Stark County Common Pleas Court in May 2024, the complaint by Felber and Primal Life Holdings, L.L.C. sets out six causes of action:

Fraud in the inducement, based on alleged misrepresentations about the support Society Brands would provide.
Negligent misrepresentation during the sale transaction.
Breach of Felber’s employment contract, described as a bad-faith effort to avoid paying her $300,000 executive salary and $125,000 in severance.
Breach of the Primal Life Holdings LLC agreement.
Unauthorized use of her persona in marketing after termination.
Declaratory relief on the parties’ rights under the agreements.

The complaint characterizes the 15 alleged breaches cited in the April notice as “patently false and defamatory.” Society Brands publicly called the claims “completely meritless.”⁴

The persona claim is the most distinctive piece. Felber alleges Society Brands kept using her name and image to market Primal Life Organics products after firing her and buying out her stake at a discount. Society Brands responded that it had purchased the rights to her likeness as part of the “intangible/goodwill” assets in the original asset purchase agreement. Her lead attorney, Richard C. Vasquez, called the continued use of her image after termination the “real salt in the wound.”⁵

The Trial Court Dismissal

In November 2024, Stark County Common Pleas Judge Frank Forchione dismissed every claim. He found that Felber had failed to cure most of the 15 identified breaches within the contractual cure period, and that her expectations about post-sale operational support were “not included in any written agreements.” He noted she had been represented by “competent counsel” and was “not tricked into signing anything.” From the ruling: “While plaintiffs may not, at present, be satisfied with the outcome of the business transaction (it) does not necessarily render it fraudulent or create a justiciable action.”⁶

The Appeals Court Reversal

On August 4, 2025, a three-judge panel of Ohio’s Fifth District Court of Appeals reversed. Judges Andrew J. King, Robert G. Montgomery, and David M. Gormley held that Felber had pled sufficient facts to create genuine disputes on all of her claims — fraud, breach of contract, negligent misrepresentation, unauthorized use of persona, and breach of the LLC agreement. At the motion-to-dismiss stage, they emphasized, a court must accept a plaintiff’s factual allegations as true, and dismissing before discovery was premature. The opinion is reported as Primal Life Holdings, L.L.C. v. Society Brands, Inc., 2025 Ohio 2746 (Docket No. 2024 CA 00178).¹

On the persona claim, the panel rejected Society Brands’ argument that it had already bought Felber’s likeness as a goodwill asset, finding, per Vasquez, a “genuine dispute” over whether it had that right.⁵

Where the Case Stands

The case is now back before the Stark County Common Pleas Court. Vasquez has said he expects it to move through discovery and eventually to a jury trial.⁷

Society Brands co-founder Michael Sirpilla, in a prepared statement, described the appellate ruling as a “purely legal/procedural matter” that does not reflect the strength of either side’s position. He said the company “respectfully disagrees” with the decision and plans to file counterclaims. “We’re fully prepared for the next phase of this case and welcome the opportunity to assert our various counterclaims,” Sirpilla said. “We remain confident that the facts and the law are squarely on our side.”⁵

Primal Life Organics remains listed among Society Brands’ portfolio companies.⁸

The Bigger Picture

The dispute fits a broader pattern of conflict between e-commerce brand founders and the aggregator firms that acquired them during the 2020–2021 boom, when dozens of aggregators collectively raised more than $16 billion to buy up Amazon sellers. As growth cooled and financing tightened, many deals soured, with founders alleging mismanagement and aggregators pointing to market conditions.⁹

1
Midpage. Primal Life Holdings, L.L.C. v. Society Brands, Inc., 2025 Ohio 2746
2
PR Newswire. Society Brands Acquires Akron, Ohio-Based Primal Life Organics
3
Cleveland.com. Canton’s Society Brands Raised $200M to Buy Other Companies. Now a Suit Accuses It of Fraud
4
Canton Repository. Primal Life Organics Sues Canton-Based Society Brands of Fraud
5
VBL Law. Appeals Court Returns Society Brands v. Primal Life Organics Lawsuit
6
Canton Repository. Judge Dismisses Primal Life Organics Lawsuit Against Society Brands
7
Crain’s Cleveland Business. Appellate Court Remands Society Brands Fraud Suit
8
Beauty Independent. Society Brands Acquires Crunchi, Plans More Health and Personal Care
9
Modern Retail. Amazon Aggregator SellerX Faces a Breach of Contract Lawsuit