VETCELERATOR
EXPOSED

In late 2023, Alabama entrepreneur David Peacock — an existing EasyVet franchisee who had already witnessed the franchise system deteriorate — stepped forward to try to rescue the company and protect the franchisees who had placed their trust in him. He entered negotiations to purchase EasyVet Holdings outright.

The parties agreed to a purchase price of approximately $2.8 million. Peacock paid a $300,000 refundable deposit — expressly guaranteed by contract to be returned if financing could not be secured. Per the complaint, Defendants then used Peacock's money merely to keep their failing enterprise afloat, never intending to return it.

What followed, according to the lawsuit, was deliberate sabotage. CFO Tyler Tarr directed his own nephew — who sat on the board of the bank handling the acquisition loan — to halt the loan funding and then resign from the board. The SBA had already approved financing. The bank pulled out anyway. Peacock lost the deal. And EasyVet kept the money.

The complaint further alleges that EasyVet executives had already misappropriated franchise funds, diverting money into their own pockets rather than supporting the franchise network they had sold to franchisees. The company, according to court filings, was in severe financial distress and on the brink of insolvency at the very moment it was soliciting Peacock's deposit — a fact it deliberately concealed.

The Refundable Deposit Agreement explicitly states that failure to return the deposit constitutes a breach, subjects EasyVet to 18% annual interest, and secures the deposit against "any and all assets of EasyVet Holdings, Inc." Defendants have so far refused to honor any of those obligations.

Critically, Drew Bartholomew is sued individually — not just as a corporate officer — for fraud and tortious interference. The complaint specifically identifies him as having personally represented to Peacock in August 2023 that EasyVet remained a viable business opportunity and that the acquisition would be consummated, representations the lawsuit characterizes as knowingly false.

This is the most sweeping lawsuit of the three — five counts, two defendants, and allegations that Drew Bartholomew and Vetcelerator fraudulently induced the sale of Vet Marketing Pro by making promises they had already planned to break before the ink was dry.

VMP's founding shareholders sold their company to Vetcelerator in a deal that included both an upfront purchase price and a critical Earnout structure — additional payments totaling up to $600,000 over four years tied to gross revenue milestones. The Earnout was only achievable if Vetcelerator honored its contractual obligation to operate VMP as an independent business unit. According to the complaint, Vetcelerator had no intention of doing so.

The complaint alleges that Drew Bartholomew, acting as Vetcelerator's Chief Operating Officer and signing the purchase agreement on behalf of Vetcelerator, was actively planning before closing to: (1) stop all sales efforts for VMP; (2) cease VMP's operations entirely; (3) migrate all VMP customers to Vetcelerator; and (4) direct all new business solely to Vetcelerator. In other words, the deal was a lie from the start.

What followed the November 20, 2023 closing confirms those allegations, according to the lawsuit. The very next day, the Vetcelerator board informed the sellers that VMP would no longer accept any new customers. Within weeks, Vetcelerator fired all of VMP's employees — including the primary account executive and the manager of all large accounts. It redirected VMP's website directly to Vetcelerator's site (keeping it offline for over 18 months). It sent an email to every VMP client announcing that VMP would cease to exist and that all billing and services were being transferred to Vetcelerator. It stopped allocating any revenue to VMP.

VMP had been serving nearly 300 veterinary clinics and was growing. Under the pre-closing arrangement, Vetcelerator paid VMP monthly for the marketing and website services VMP provided to every shared client. After closing, that stopped entirely. Not a single new customer was on-boarded to VMP after the sale. All of it went to Vetcelerator — with none of the revenue credited to VMP, making the earnout mathematically impossible to reach.

The lawsuit further alleges Vetcelerator violated a specific contractual covenant requiring it to "operate the Company in a manner reasonably consistent with the best practices of similar companies in the same industry" and to "treat the Company's business as an independent business unit for recordkeeping and accounting purposes." The purchase agreement even expressly required Vetcelerator not to take actions "with the singular purpose of avoiding, reducing or preventing the achievement or attainment of the Earnout." Vetcelerator allegedly did exactly that, deliberately and systematically.

The fraud count alleges that Vetcelerator's representations and warranties in the purchase agreement were knowingly false when made — and that at the very moment Bartholomew was signing the closing documents and reaffirming those promises, he knew Vetcelerator was planning to immediately dismantle the very business the sellers had built.

Before Vetcelerator acquired Vet Marketing Pro, the company's founding CEO and major shareholder negotiated a consulting agreement as part of the deal — a contractual promise that would allow him to be compensated for his continued involvement after stepping down. VMP, now under Vetcelerator's control, honored that agreement only partially — then terminated it and refused to pay what was contractually owed.

The consulting agreement — signed March 28, 2023, in connection with the sale of VMP to Vetcelerator — provided for $170,000 per year over four years, with a $500,000 cap on termination payments. An amended agreement subsequently provided a one-time $295,000 catch-up payment (paid December 2023) and monthly payments of $15,000 beginning January 2024.

From January through July 2024, the plaintiff received monthly payments totaling $105,000. Then, on August 8, 2024, VMP issued a notice of termination effective November 6, 2024. At that point, the plaintiff had received exactly $400,000 total — leaving $100,000 still owed under the $500,000 termination cap. VMP's August payment never arrived either, compounding the breach.

Rather than pay the remaining $100,000, VMP's new owners made a creative argument: that certain bank withdrawals the CEO had made in August, September, and October 2023 — while he was still CEO and a major shareholder, and before the deal had even closed — should count as "consulting fee" payments, allowing them to reduce what they owe. The plaintiff contends this is factually impossible and a clear breach of the implied duty of good faith and fair dealing.

The lawsuit notes that making periodic withdrawals was routine and customary for the plaintiff during his years running the company — occurring throughout 2023 and in prior years as well — and that no 1099 tax form was ever issued for those amounts, undermining any claim they were consulting payments.