WEST PALM BEACH — Score a $150 million win for U.S. Sugar Corp.

Employee shareholders who filed a class action lawsuit against the Clewiston sugar firm, its board, executives and controlling shareholders suffered a major setback Tuesday, when U.S. District Judge Donald Middlebrooks dismissed all but one count in the suit.

“We are studying the opinion ourselves now and will decide over the next couple of days what course of action we are going to take,” said Ken Vianale, a Boca Raton-based attorney who is among those representing the approximately 3,800 current and former employees.

Pointing out that the judge dismissed 12 of 13 counts, U.S. Sugar spokeswoman Judy Sanchez said, “We believe that the ruling speaks for itself.”

At the heart of the suit is whether the board and key executives maneuvered to keep the company from being sold to The Lawrence Group. The Nashville-based company’ s offer was about $100 a share higher than what the company was paying its own employees for shares.

The lawsuit alleged that former CEO Robert Dolson struck a deal to sell the company for $575 million in August 2005. It would have been the first opportunity in decades for the company’s shareholders to sell their shares to a third party, but they allege they were not notified about the offer.

Instead, the suit alleges, U.S. Sugar Chairman William S. White and CEO Robert Buker seized control of the deal. After ousting Dolson, the board rejected The Lawrence Group’s offer in March 2006 and January 2007, all without ever telling the employees about the possible sales.

But in a 46-page ruling signed Monday, Middlebrooks said that employee shareholders and former employee shareholders who are members of the Employee Stock Ownership Plan are not direct shareholders. Thus, the board did not have to present any offers to buy the company to the ESOP members. He also said the employees did not exhaust their administrative remedies, such as going to the ESOP committee, before filing the federal lawsuit.

Michael Keeling, president of The ESOP Association, a Washington-based trade group, said Tuesday that he agreed with Middlebrooks’ ruling.

“This is a private company,” Keeling said. “The law is clear that there is no pass-through asking the employees, ‘Do you want to sell your stock, we have had an offer to buy the company,’ unless the company wants to. This is not an individual shareholder issue.”

The one claim that Middlebrooks did not dismiss is that of Mary Rafter, a former secretary and administrative assistant, who is a direct minority shareholder in U.S. Sugar. However, Rafter has not sold any shares and so has not been injured, he said.

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