CJ-2025-10 - Steven Clark and Margaret Clark v. S.M. Clark Services, Inc.

What's This Case About?

Let’s get one thing straight: you don’t sell your family business and then, seven years later, loan the new owner $40,000 while also working for free—unless you’re either deeply sentimental or already drafting a lawsuit in your head. And in the case of Steven and Margaret Clark versus S.M. Clark Services, Inc., it’s looking an awful lot like the latter.

Meet the Clarks: a married couple from Mayes County, Oklahoma, who—back in 2007, in a move that probably seemed like a solid life plan at the time—founded a company called S.M. Clark Services, Inc. The name’s a dead giveaway: this was a family affair. Whether it was plumbing, landscaping, or something in between, the Clarks built it, ran it, and presumably celebrated its milestones with homemade casseroles and awkward holiday parties with employees. But in 2019, they decided it was time to cash out. On March 31 of that year, they sold the whole shebang to a man named Douglas Gerzmehle, who presumably signed some papers, handed over some money, and walked away thinking, “Cool, my name isn’t even Clark and I now own S.M. Clark Services. American capitalism, baby!”

Fast forward to October 2023—four years after the sale—and things get… weird. Instead of fading into a peaceful retirement filled with grandkids and questionable DIY projects, Steven and Margaret are suddenly back in the picture. On October 23, 2023, they loan S.M. Clark Services (now Gerzmehle’s baby) $40,000. Why? According to the filing, it was for “operational expenses.” Which sounds noble—like they’re helping the business they once built stay afloat. But let’s be real: when you lend money to a company you used to own, and the guy running it isn’t even family, you’d better have a very solid agreement. And they did! Sort of. There’s a “Loan Agreement” attached to the petition, complete with signatures from both parties. There’s just one tiny problem: the agreement says the loan was made on October 23, 2013—a full ten years before it actually happened. The Clarks’ lawyers even acknowledge this in a footnote, calling it a “scrivener’s error.” Translation: someone messed up the date, but the money was real, the signatures were real, and the expectation of repayment was very real.

But wait—because the plot thickens. Not only did the Clarks hand over $40,000, but starting just seven days later—October 30, 2023—they began working for the company again. For free. Or rather, not for free—because they invoiced for it later. From October 2023 to July 2024, Steven and Margaret provided “labor and services,” including consulting, on-site work, oil changes, and even buying tires for a company truck. Their final invoice, dated August 5, 2024, totals $6,875.19. And get this: they’re not billing hourly. Oh no. They’re taking 25% of the profit from a job at OSU Ag Hall in Stillwater. That’s not an employee rate—that’s a partner’s cut. It’s the kind of deal you make when you’re still emotionally (if not legally) invested in a business. And the Clarks clocked in over 500 hours of work across several months. That’s not a favor. That’s a second career.

So what’s the problem? Simple: the company hasn’t paid up. Of the $40,000 loan, they’ve only repaid $9,000. That leaves $31,000 plus interest—about $793 more—still owed. And the $6,875 invoice? Crickets. Zero paid. Nada. Which is why, on January 1, 2025—New Year’s Day, a time for fresh starts and broken resolutions—the Clarks filed a lawsuit in Tulsa County District Court. They’re not just mad. They’re lawyered up. And their attorneys, Stephan S. Mathis and Jeff D. Scott of Aston | Mathis | Campbell, PLLC, are asking the court to make S.M. Clark Services pay up—on three separate legal theories.

First: breach of contract for the $40,000 loan. The Clarks say they lent the money under a written agreement, the company accepted it, and now it’s not paying back the full amount. That’s a textbook breach. Second: breach of contract for labor and services. They provided work under an agreement (though no written contract is attached), invoiced for it, and got stiffed. Third: unjust enrichment—a legal Hail Mary that basically says, “Even if there’s no contract, you still can’t keep benefiting from our money and work without paying us.” It’s the legal version of “You can’t eat my sandwich and then pretend you didn’t.”

Now, how much are they asking for? Officially, the filing says “in excess of $10,000”—which is the minimum threshold for this kind of case in Oklahoma. But when you add it up: $31,000 on the loan, $6,800 on the invoice, plus interest and attorney fees, we’re easily looking at a demand north of $40,000. Is that a lot? For a small business in Tulsa, maybe. For a family feud wrapped in corporate paperwork? It’s pocket change compared to the emotional toll. And let’s not forget: the Clarks aren’t suing Douglas Gerzmehle personally—they’re suing the company. Which means the business itself has to pay. If it can’t, well… that’s a whole other drama.

So what’s our take? Look, we’re not here to pick sides in a family-business soap opera. But the sheer whiplash of this story is something else. You sell your company, walk away, then come back four years later with a loan and a consulting gig? That’s not a clean break—that’s emotional unfinished business with a paper trail. And that typo in the loan agreement? October 23, 2013? It’s almost poetic. Like the Clarks’ hearts never really left the business, and even their lawyer’s document got stuck in the past. Were they trying to help? Maybe. Were they setting themselves up for disappointment? Absolutely. Because once you sell a business, it’s not yours anymore. And when you start loaning money and working for free, you’re not a former owner—you’re a volunteer with a spreadsheet.

The most absurd part? That they’re billing 25% of profits and getting reimbursed for oil changes and tires. That’s not a contract. That’s a vibe. And vibes don’t hold up in court. But contracts do. And if that loan agreement holds—even with the date typo—the Clarks might just win. But even if they do, can you really collect $40,000 from a company you used to run… without wondering if you’re just chasing a ghost?

We’re entertainers, not lawyers. But if this case goes to trial, we’ll be front row—with popcorn.

Case Overview

Petition

Jurisdiction

District Court, Oklahoma

Filing Attorney

Stephan S. Mathis

Aston | Mathis | Campbell, PLLC

Relief Sought

Plaintiffs

Steven Clark and Margaret Clark individual
Rep: Stephan S. Mathis and Jeff D. Scott of Aston | Mathis | Campbell, PLLC

Defendants

S.M. Clark Services, Inc. business

Claims

#	Cause of Action	Description
1	breach of contract	loan agreement dispute
2	breach of contract for labor and services rendered	unpaid work and services dispute
3	unjust enrichment	alleged enrichment of defendant

Petition Text

1,371 words

IN THE DISTRICT COURT IN AND FOR TULSA COUNTY, DISTRICT COURT STATE OF OKLAHOMA STEVEN CLARK and MARGARET CLARK, Plaintiffs, vs. S.M. CLARK SERVICES, INC., Defendant. Case No.: CJ-2025-00010 DOUG DRUMMOND PETITION COMES NOW Plaintiffs, Steven Clark and Margaret Clark by and through their counsel of record, Stephan S. Mathis and Jeff D. Scott of the law firm ASTON|MATHIS|CAMPBELL, PLLC, cause of action against Defendant, S.M. Clark Services, Inc., allege and state as follows: 1. Steven Clark and Margaret Clark, are residents of Mayes County, Oklahoma. 2. S.M. Clark Services, Inc. is an Oklahoma corporation whose principal place of business is in Tulsa County, Oklahoma. 3. The subject agreements were entered into between the parties in Tulsa Oklahoma and as such, Jurisdiction and Venue are proper with this Court. 4. The amount in controversy is in excess of $10,000.00, exclusive of fees and costs. BACKGROUND FACTS COMMON TO ALL COUNTS 5. Plaintiffs incorporate all allegations set forth in paragraphs 1 through 4 above, as if fully set forth herein. 6. Plaintiffs, Steven Clark and Margaret Clark founded S.M. Clark Services, Inc. in 2007. 7. On March 31, 2019, Plaintiffs sold S.M. Clark Services, Inc. to Douglas Gerzmehle. 8. After the sale of S.M. Clark Services, Inc. to Douglas Gerzmehle, Plaintiffs made a loan to Defendant on or about October 23, 2023. 9. After the sale of S.M. Clark Services, Inc. to Douglas Gerzmehle, Plaintiffs provided labor and services to Defendant on several occasions from October 30, 2023, to July 31, 2024. COUNT ONE – BREACH OF CONTRACT 10. Plaintiffs incorporate all allegations set forth in paragraphs 1 through 9 above, as if fully set forth herein. 11. On or about October 23, 2023, Defendant entered into an agreement with Plaintiffs, wherein Plaintiffs loaned Defendant $40,000.00 for the business’ operational expenses (the “Loan Agreement”)¹. See Loan Agreement, attached hereto as Exhibit “A”. 12. In total, Defendant has made $9,000.00 in payments on the Loan Agreement, but has failed to make all remaining payments. See Repayment Ledger, attached hereto as Exhibit “B”. 13. Defendant has a duty to pay Plaintiffs all sums due under the Loan Agreement. 14. Defendant has failed to timely pay Plaintiffs all sums due under the Loan Agreement, which constitutes a breach of the agreement. 15. The sums due to Plaintiffs accrue interest at a rate of 3.0%, per the Loan Agreement. 16. As of the date of filing, $793.30 in interest has accrued, per the Loan Agreement. 17. As a direct and proximate result of Defendant’s breach of the Loan Agreement, Plaintiffs have been damaged in an amount to be proven at trial, but in excess of $31,793.30, including interest accrued as of the date of filing, and that shall accrue. WHEREFORE Plaintiffs, Steven Clark and Margaret Clark, respectfully request that this Court find in their favor and against Defendant, S.M. Clark Services, Inc., and enter judgment against it in an amount in excess of $10,000.00; award their attorneys’ fees and costs, and all such other and further relief as this Court may find just and proper. ¹ The Loan Agreement contains a scrivener’s error stating the date of the agreement was October 23, 2013. COUNT TWO – BREACH OF CONTRACT FOR LABOR AND SERVICES RENDERED 18. Plaintiffs incorporate all allegations set forth in paragraphs 1 through 17 above, as if fully set forth herein. 19. On or about October 30, 2023, Defendant entered into an agreement with Plaintiffs for labor and services. 20. On or about October 30, 2023, Plaintiffs began to provide certain labor and services which were duly invoiced. 21. Plaintiffs has provided labor and services to Defendant on several other occasions under the agreement from October 30, 2023, to July 31, 2024, for which Plaintiffs have not been compensated. 22. Defendant has a duty to pay Plaintiffs all sums due under the agreement. 23. Defendant has failed to pay Plaintiffs any sums under the agreement, which is in excess of $6,875.19 excluding interest, and thus constitutes a breach of said agreement. See Invoice #12, attached hereto as Exhibit “C”. 24. The sums due to Plaintiffs accrue interest at a rate according to statute. 25. As a direct and proximate result of Defendant’s breach of the agreement, Plaintiffs have been damaged in an amount to be proven at trial, but in excess of $10,000.00. 26. Pursuant to 12 O.S. §936, Plaintiffs are entitled to seek recovery of their attorneys’ fees and costs associated with this action. WHEREFORE Plaintiffs, Steven Clark and Margaret Clark, respectfully request that this Court find in their favor and against Defendant, S.M. Clark Services, Inc., and enter judgment against it in an amount in excess of $10,000.00; award their attorneys’ fees and costs, and all such other and further relief as this Court may find just and proper. COUNT THREE – UNJUST ENRICHMENT 27. Plaintiffs incorporate all allegations set forth in paragraphs 1 through 26 above, as if fully set forth herein. 28. Plaintiffs rendered valuable labor, material, and monetary sums at the request of and for the benefit of Defendant. 29. Defendant requested that Plaintiffs render said labor, material, and monetary sums, and have failed to pay Plaintiffs all sums due for the same. 30. The sums due to Plaintiffs accrue interest. 31. Without waiving their contractual claims against the Defendant, Plaintiffs are alternatively entitled to judgment against it under the principle of unjust enrichment. 32. As a direct and proximate result of Defendant’s unjust enrichment, Plaintiffs have been damaged in an amount to be proven at trial, but in excess of $10,000.00. WHEREFORE Plaintiffs, Steven Clark and Margaret Clark, respectfully request that this Court find in their favor and against Defendant, S.M. Clark Services, Inc., and enter judgment against it in an amount in excess of $10,000.00; award their attorneys’ fees and costs, and all such other and further relief as this Court may find just and proper. Respectfully submitted, Stephan S. Mathis, OBA#19169 Jeff D. Scott, OBA#33608 Aston | Mathis | Campbell, PLLC 2642 E. 21st Street, Suite 250 Tulsa, Oklahoma 74114 Telephone (918) 949-9966 Facsimile (918) 949-9968 Attorney for Plaintiffs LOAN AGREEMENT ACKNOWLEDGEMENT OF DEBT Entered into between: Steven & Margaret Clark of 1293 N. 4408 Rd., Salina, OK 74365 ("The Lender") and S. M Clark Services of 2642 E 21st St., Ste. #130, Tulsa, OK 74114 ("The Borrower") 1 Amount of loan The Lender hereby agrees to lend the sum of $40,000.00 to the Borrower on the terms set out below, 2 Payment of loan to Borrower It is agreed between the parties that payment of the loan amount will not be made to the Borrower before the expiry of three business days after the conclusion of the contract. During the said period of three business days the Borrower may terminate the contract at will. It is further agreed that the Lender shall not be entitled to interest for the period preceding the date upon which the money is paid to the Borrower. 3 Period of loan This loan shall endure for a period of 12 months calculated from October 23, 2013. 4 Interest The Borrower shall be obliged to pay interest at the rate of 3% (percentage) per annum, such interest to be paid together with the capital sum of the loan at the end of the loan period. 6 During the period of the loa..., he lenders shall be consulted before an ecks are written. 7 During the period of the loan, the lenders shall have the right to consult any vendor about services rendered 8 Prepayment by Borrower The Borrower shall be entitled to pay larger instalments than prescribed or the full balance of capital and interest at any time prior to the prescribed dates of payment. In any such event interest shall be calculated up to the date of payment. Signature of Lender: Steven & Margaret Clark Signature of Borrower: S. M. Clark Services, Inc., Douglas Gerzmehle Debit Credit Balance 2023 10 23 #5075 40000.00 12 6 #5075 30000 37000.00 1 29 #5149 50000 34000.00 5 6 #5214 50000 31000.00 STEVE CLARK 1293 N 4408 Rd Salina. Oklahoma 74365 Invoice Date Invoice # 8-5-2024 12 Bill To S. M. Clark Services. Inc. Douglas Gierzmelke 2642 E. 21St., Ste. #130 Tulsa. OK 74114 <table> <tr> <th>Description</th> <th>Qty</th> <th>Rate</th> <th>Amount</th> </tr> <tr> <td>Consulting Fees (25% of profit for entire job. Total profit is $6,423.89)</td> <td></td> <td>8,355.98</td> <td>8,355.98</td> </tr> <tr> <td>Place of Service: OSU Ag Hall, Stillwater, OK<br>Dates of Service and Hours Worked:<br>4/26/24 - 5/17/24 = 160 hours<br>5/18/24 - 6/21/24 = 134 hours<br>7/1/24 - 7/12/24 = 108 hours<br>7/15/24 - 7/31/24 = 155 hours</td> <td></td> <td></td> <td></td> </tr> <tr> <td>6/29/24 Oil Change and Engine Flush- Matthew Ford, Pryor<br>8/21/24 Tires for F150-Tate Boys, Tulsa, OK</td> <td></td> <td>-303.29<br>-1,177.50</td> <td>-303.29<br>-1,177.50</td> </tr> </table> Terms Due on receipt Total $6,875.19 EXHIBIT C Payments/Credits $0.00 Balance Due $6,875.19