Justice team seeks to block Omni affiliate's Greenbrier takeover bid in federal court

The Justices’ filing Thursday came two days after White Sulphur Springs Holdings proposed an order for the court’s approval that would give the family and their Greenbrier firms three days to deliver all property to a receiver, including all keys to the estate, financial records, bank accounts, Greenbrier Resort employee roster and payroll information, and an equipment and inventory list.

Revealed on April 10, the receivership request from White Sulphur Springs Holdings follows it buying $289 million in loans, subsequently reduced to judgments, related to entities in which Justice had an interest, according to a U.S. Securities and Exchange Commission filing last month from the seller of the loans, Carter Bankshares, Inc., parent company of Martinsville, Virginia-based Carter Bank.

The Justices claimed in their filing Thursday that TRT Holdings, Inc., parent company of Omni, violated a nondisclosure agreement that barred it from acquiring or proposing to acquire their loans. That alleged violation, the filing from their ÂÒÂ×ÄÚÉä-based attorney Steven Ruby in the case assigned to Chief Judge Frank Volk claims, invalidates White Sulphur Springs Holdings’ purchase of the loans and wipes out its right to seek a receiver.

The Justices’ filing condemns White Sulphur Springs Holdings’ case as “nothing more than a sham brought by a competing hotel operator trying to snatch away ownership of The Greenbrier,� contesting the company’s stated concern for the value of its Greenbrier property collateral by contending it rejected an offer from them to pay the full amount that it paid for the loans plus a $50 million profit for holding the loans for less than three weeks.

[White Sulphur Springs Holdings] is not interested in having the [l]oans paid back. It is interested in stealing The Greenbrier,� the Justices and defendant companies said in the filing, asking the court to put the case on hold until proper ownership of the loans is resolved in a case they filed in Greenbrier County Circuit Court Sunday against the family’s past and present creditors, claiming they are conspiring to seize the historic Greenbrier Resort from their ownership by "deceptive means.�

That complaint was lodged by the Justices against White Sulphur Springs Holdings, TRT Holdings, Robert and Blake Rowling, father and son billionaire owners of the Omni properties, TRT Holdings executive vice president Michael Smith, and Carter Bank.

The Justices in their complaint seek cancellation of what they claim was an unlawful sale by Carter Bank of their loans to the defendants and the right to pay off the loans “at a fair price.�

The Justices’ filing Thursday asserts that the president and other officials of TRT Holdings visited The Greenbrier in September 2024, purporting to be hotel consultants representing an unnamed private equity firm evaluating a possible financing transaction with The Greenbrier that had entered into a nondisclosure agreement so that it and its representatives could get confidential information regarding The Greenbrier.

In their filing, the Justices claim Carter Bank promised them they wouldn’t sell their loans while they carried out a sale process to sell a partial interest in The Greenbrier that the bank knew and agreed would take at least nine to 12 months to finish.

The Justices’ filing identifies Omni’s Homestead resort in Hot Springs, Virginia as The Greenbrier’s “primary competitor� and argues White Sulphur Springs Holdings’ move to take control of The Greenbrier violates the West Virginia Antitrust Act.

The filing cites a new court declaration from Jay Justice that he had phone conversations between Monday and Wednesday with an unidentified “Source� who said he was informed by a senior official at an unnamed Dallas investment firm with which the source regularly does business that the firm helped broker the sale of the loans from Carter Bank to an Omni-affiliated company.

Jay Justice says in the declaration the source told him that in late January 2026, the investment firm principal had a meeting with Blake Rowling, a person representing Carter Bank, and others to negotiate the sale of the loans from Carter Bank to the Omni-affiliated firm. The senator’s son further reports that the source said the Omni-affiliated company intended to take over The Greenbrier and operate it using labor from the Homestead resort.

Jay Justice also contended The Greenbrier is “currently profitable and can meet its obligations[.]�

The Justices argue in their filing that the alleged meeting to negotiate TRT’s purchase of the loans is a “flagrant violation� of the nondisclosure agreement.

Resort was valued at $523M

The Greenbrier Resort is a six-story, 660-room lodging facility built in 1910, containing 10 lobbies, 40-plus meeting rooms with over 100,000 square feet of meeting space, including a chapel, plus three championship golf courses, a mineral spa and a 103,000-square-foot casino along West Main Street in White Sulphur Springs, with over 10,000 acres of land area, per a 2023 site valuation from global real estate advisory firm Newmark that pegged its value at $523 million.

Justice bought The Greenbrier out of bankruptcy for nearly $23 million in 2009.

White Sulphur Springs Holdings’ filing says the company seeks a receiver “due to the waste, fraud and abuse of� the defendants, which it says threaten the value of its collateral — The Greenbrier Resort.

White Sulphur Springs Holdings contends the defendants have been “diverting substantial amounts of revenue generated from The Greenbrier Resort to their other, unrelated businesses,� resulting in “significant unpaid taxes" for the resort, not making all required payments to resort employees — including employees’ health insurance premiums and 401(k) employer matching contributions — and the resort itself “not being properly operated and maintained.�

The complaint cites “considerable mounting legal and financial issues� facing the defendants and their affiliates, including:

• A November agreement Justice and his wife struck to pay $5.1 million in unpaid federal income tax assessments after the IRS sued the couple over what it said was an outstanding balance of $5,164,739 in unpaid federal income tax assessments for the 2009 tax year

• A December federal court filing from Louisiana-based First Guaranty Bank indicating the Justices’ Greenbrier Hotel Corp. owed a debt that had ballooned to more than $47 million and was growing by more than $20,000 a day, accruing from a loan the bank made to the company under a lending program established through the CARES Act

• Two Kentucky companies, New London Tobacco Market Inc. and Fivemile Energy LLC, presenting evidence to contend last month that Justice’s business empire has been hiding hundreds of millions of dollars in assets in a federal court case in which they have been trying for years to collect on an eight-figure judgment against Justice-controlled firms

• The Greenbrier Clinic failing to meet federal clinical image quality standards for mammograms, resulting in the suspension of all mammography operations at the facility and a federal class-action lawsuit filed last week

Before agreements ended them, public auctions of the Justice family’s Greenbrier Hotel had been scheduled for August and October 2024 in response to a loan default.

The West Virginia Tax Division issued three tax lien notices to the Greenbrier Hotel Corp. and Greenbrier Sporting Club Inc. that were filed with the Greenbrier County clerk in September 2025, indicating roughly $1.36 million in unremitted taxes.

The Greenbrier Sporting Club is a private equity club that offers memberships to those who buy real estate at The Greenbrier Resort.