Shareholders in the Brunswick Co. are in a fight for survival against prominent businessman Frederick W. Yearwood who is claiming the company owes him $1.6 million.

In response to the claim Brunswick's shareholders are alleging Mr. Yearwood attempted to gain control of the company by getting the company deeper into debt with him.

They're alleging he was "negligent'' and exercised "undue influence'' in getting the company deeper into financial difficulties.

Brunswick lawyer Ian Kawaley made the allegations before the Court of Appeal as an indication of the claims that will be made if a civil suit by Mr.

Yearwood is allowed to proceed to a full civil trial.

Mr. Yearwood is claiming the Brunswick Co. owes him $1.6 million in principal and interest on loans he made to the company over time. The loans were made in relation to the purchase of The Brunswick Building on Front Street.

Brunswick Co. was apparently going through financial difficulties and Mr.

Yearwood, a vice president and shareholder, made loans to the company to keep it afloat.

Last year Supreme Court Justice Norma Wade-Miller turned down Mr. Yearwood's request for summary judgment for the $1.6 million, which meant the case was to go to a full trial.

Mr. Yearwood is appealing the judgment and claims that Brunswick Co. hadn't advanced a defence that the money wasn't owed to him. If he wins the Court of Appeal will have decided the Brunswick Co. doesn't have a defence and owes the money.

According to documents submitted to the Appeals Court, the sum was lent out over a period of time based on oral agreements between Mr. Yearwood and company directors.

Although the loans are referred to in the minutes of the board of directors meetings, Brunswick wants to contest how the money was advanced and is disputing whether the company in fact owes anything to Mr. Yearwood.

In arguing against a summary judgment Mr. Kawaley said the shareholders want to show that Mr. Yearwood was "unilaterally'' advancing the money to the company without the proper authority.

He used "undue influence'' as a prominent member to push the five or six other board members to accept the loans after these were made, Mr. Kawaley argued.

The shareholders also trusted his advice in investing in the Front Street property, he stated. When the company had difficulty paying the loan back Mr.

Yearwood then suggested he receive more shares in return.

"He engaged in a corporate strategy to gain control by allowing them to dig themselves into a hole,'' Mr. Kawaley said.

The company also wants to make a counterclaim seeking damages against Mr.

Yearwood.

Mr. Martin argued in court that since the issue about whether the loan was made is not in dispute, Mr. Yearwood should be entitled full claim to the money without having to take it to trial.

In deciding against a summary judgment for Mr. Yearwood last year Mrs. Justice Wade said Brunswick seemed to have a "substantial issues and questions'' to raise in a defence.

"It is clear beyond doubt that there are also several disputes of fact which, in my judgment, clearly will require a trial for determination given especially that it is self-evident that there is no question that the defences raised (albeit in draft form) are raised bona fide,'' she stated. "I do not think that the plaintiff has or could have contended, seriously, that the defence is obviously bogus.'' COURTS CTS COURT OF APPEAL COA