The former Roasters coffee shops in the Tri-Cities have changed hands twice in a little more than two years — going first to the Black Rock Coffee Bar chain and then to Wake Up Call Coffee.

Customers may only have noticed the changing signs and menus, but a complicated, costly and at times tense legal battle was brewing behind the scenes. Hundreds of pages of court documents reveal the tumultuous backstory to Roasters’ final chapter and the ownership turnover that followed.

It started in 2020, when leaders of the Spokane-based Wake Up Call worked out a deal with Roasters founder Wes Heyden to buy the local shops. An agreement went out for signatures that December.

But Heyden didn’t sign, and by January he’d opted to sell to Black Rock instead.

By spring 2021, news of the sale to Black Rock had broken and the transition was underway.

So was a lawsuit, which led to an arbitration award that forced Heyden to follow through with the original multimillion-dollar deal with Wake Up Call and prompted the latest switch in ownership.

Attorneys for Wake Up Call and Black Rock declined to comment on the case, which has played out in Spokane and Benton counties. Heyden said he regrets his naivety, and he wishes Wake Up Call well as it takes the Roasters mantle.

A deal to sell

Wake Up Call started in 2004 and now has more than two-dozen coffee shops in Washington and Idaho. The shops have sleek decor, and some have large, London-style red telephone booths out front.

The company’s philosophy centers around community.

“Our coffee shops are more than just a place to grab a cup of coffee,” Wake Up Call President Christopher Arkoosh said in a May 22 statement announcing his company as the new Roasters owner.

“We believe that our commitment to quality and community will resonate with the people of the greater Columbia Basin area just as it has in Spokane, and we can’t wait to become a part of the fabric of the community there,” Arkoosh said in the statement.

Wake Up Call began working with Heyden at some point in 2020 on a deal to buy Roasters.

By then, Roasters was a local success story — a Tri-Cities-based chain that continued to win devotees as it expanded. But Heyden came under fire in 2020 over controversial social media posts and more, and that June he announced that he’d no longer lead the company, though he remained an owner.

On Sept. 1, 2020, Heyden and Wake Up Call signed a pact that set the basic terms and conditions of a sale, according to the lawsuit later filed by Wake Up Call in Spokane County Superior Court.

That pact, called a “term sheet,” required both parties to work in good faith toward an agreement and said neither could reveal the ongoing negotiations to third parties.

On Dec. 18, 2020, a final purchase agreement was reached to sell the Roasters shops and Resilient Coffee Roasters to Wake Up Call and Dillanos Coffee Roasters for about $8 million.

But, according to the lawsuit, Heyden delayed signing the agreement.

Less than three weeks later, on Jan. 6, 2021, he gave notice that he was exploring a deal with Black Rock, which started in Oregon in 2008 and has grown to more than 100 locations in several states. Heyden said the larger chain was a better fit and ended negotiations with Wake Up Call, the lawsuit said.

That violated the term sheet, Wake Up Call’s attorneys wrote in the lawsuit, which was filed on Jan. 20, 2021. “Mr. Heyden’s putative termination notice and his acknowledgement that he had been communicating with Black Rock were admissions against interest that he had violated the provisions of the term sheet,” the lawsuit said, pointing to the exclusivity, confidentiality and good faith language.

Wake Up Call’s attorneys asked that the term sheet be enforced and the purchase agreement signed.

Binding arbitration

The matter went to binding arbitration, which resulted in Heyden in October 2022 being ordered to sign the original deal with Wake Up Call, according to court documents.

Black Rock also was found to have “tortiously interfered.”

In a statement provided through his attorney, Heyden said Black Rock’s CEO visited him in the Tri-Cities.

The statement pointed to a court filing from earlier this year that described Heyden and his wife, Shannon, as blindly trusting the word of the CEO to “take care of them out of brotherly love.”

They didn’t read or understand the term sheet or purchase agreement, which ended up leaving them financially responsible for most of the costly litigation and losses, said the filing, which was written by Wake Up Call attorneys and dealt with debt repayment.

The statement from Heyden went on to say, “Mr. Heyden was ignorant of Black Rock’s intent or the ensuing implication of negotiating a deal with Black Rock. While not an excuse, this occurred a few days after Mr. Heyden left the hospital for mental health treatment. Mr. Heyden regrets that he was so naive and wishes Wake Up well now that it has obtained control of the former Roasters stores.”

A new start

Wake Up Call now has 14 locations in the Tri-Cities and Walla Walla.

Three of the Tri-Cities shops sit on land that’s owned by the Heydens.

The properties are listed for sale by Stricker CRE, with Wake Up Call leasing the buildings.

In the months since the May 22 announcement, Black Rock signs have been replaced with Wake Up Call signs. On a recent day, the shop on West Okanogan Avenue in Kennewick was buzzing with people buying drinks, from specialty creations to traditional coffees and teas.

In the May 22 statement, Arkoosh, the Wake Up Call president, said the company looked forward to welcoming new customers in its newest locations.

“We hope that they will continue to visit us for their daily coffee treat, and that we can provide them with the legendary experience that Wake Up Call customers have grown to know and love,” he said.