Justia Business Law Opinion SummariesArticles Posted in Nebraska Supreme Court
Wayne L. Ryan Revocable Trust v. Ryan
The Supreme Court affirmed the judgment of the lower court determining the fair value of certain shares to be purchased by a corporation to be $467 million and awarding the petitioning shareholder $256 million in prejudgment interest, holding that this appeal was without merit.The successor president and chief executive officer (CEO) of Streck, Inc. implemented a sales process that failed to produce an offer acceptable to the majority shareholder, and the corporation was not sold. The majority shareholder sued Streck and its president and CEO, alleging breach of fiduciary duty and shareholder oppression. Streck opted to purchase the petitioning shareholder's shares and, after a trial, the court determined the fair value of the shares and awarded the petitioning shareholder prejudgment interest. The Supreme Court affirmed, holding that Streck's appeal was without merit. View "Wayne L. Ryan Revocable Trust v. Ryan" on Justia Law
Eletech, Inc. v. Conveyance Consulting Group, Inc.
The Supreme Court affirmed the judgment of the district court entered against Appellants - Conveyance Consulting Group, Inc., Jones Consulting Inc., and Jonathan Jones - holding that Appellants' claims were either waived or without merit.Eletech, Inc. brought this action alleging that Jones, the former Vice President of Eletech, engaged in self-dealing and interfered with business opportunities. The court entered judgment in favor of Eletech as a discovery sanction and dismissed Appellants' counterclaim. Appellants appealed, arguing that the district court abused its discretion in granting motions to withdraw, motions to compel, and a motion for sanctions. The Supreme Court affirmed, holding that Appellants' claims were unavailing. View "Eletech, Inc. v. Conveyance Consulting Group, Inc." on Justia Law
Dick v. Koski Professional Group, P.C.
The Supreme Court affirmed the decision of the district court granting judgment in favor of an accountant and his new firm on his claims against his former firm, holding that the judgment was not in error.After Plaintiff left one firm to join another, he sued Defendant, his former firm, with whom he was a shareholder and officer. Plaintiff alleged that Defendant failed to perform a mandatory provision in the shareholder agreement to buy out a departing shareholder's corporate shares at a price that accounted for lost billings by virtue of clients following a departing shareholder. Defendant brought counterclaims for breach of fiduciary duty and misappropriation of confidential information and third-party claims against Plaintiff's new firm, including tortious interference with business expectations. All claims presented to the jury were determined in favor of Plaintiff and his new firm. The Supreme Court affirmed, holding that all claims were correctly decided in favor of Plaintiff and his new firm. View "Dick v. Koski Professional Group, P.C." on Justia Law
George Clift Enterprises, Inc. v. Oshkosh Feedyard Corp.
The Supreme Court affirmed the order of the district court granting summary judgment against a real estate agency on its complaint against the seller and buyers of certain property for breach of an exclusive listing agreement and tortious interference with a contract, business relationship, or expectation, holding that summary judgment was properly granted.The sale of the property occurred after the listing period and after the protection period of the agreement, and no commission was paid. The negotiations for the sale were conducted directly between the seller and buyers, with the real estate agent's knowledge. The district court granted Defendants' motions for summary judgment. On appeal, the real estate agency argued that summary judgment was inappropriate because the district court held the summary judgment hearing before the real estate company had conducted depositions. The Supreme Court affirmed, holding (1) the district court did not prematurely address Defendants' motions for summary judgment; and (2) the district court erred in awarding attorney fees. View "George Clift Enterprises, Inc. v. Oshkosh Feedyard Corp." on Justia Law
Anderson v. A & R Ag Spraying & Trucking, Inc.
The Supreme Court vacated in part and affirmed in part the judgment of the district court valuing of the shares of a closely held corporation, holding that the district court erred in entering judgment against both the shareholder and the corporation, rather than the shareholder alone, and in awarding corporate property rather than solely the value of the shares to be purchased.Randy Anderson and Michael Rafert each owned half the shares of A & R Ag Spraying and Trucking, Inc. (A&R). After Randy died, his interest in A&R was transferred to his wife, Cheryl. Cheryl petitioned the district court for judicial dissolution of the corporation, naming A&R and Rafert as defendants. Rafert filed an election to purchase the corporation. The trial court dismissed the dissolution proceedings due to Rafert's application. After determining the value of Cheryl's shares the trial court entered judgment against both A&R and Rafert and awarded Cheryl two corporate vehicles. The Supreme Court vacated the judgment against A&R and the award of vehicles, holding (1) A&R was not a party to the election-to-purchase proceedings, and therefore, the court lacked statutory authority to enter judgment against A&R once it determined the value of Cheryl's shares; and (2) the court lacked the authority to award corporate assets to Cheryl. View "Anderson v. A & R Ag Spraying & Trucking, Inc." on Justia Law
Nathan v. McDermott
In this contract and tort action brought by the buyers of a business pursuant to a written purchase agreement the Supreme Court affirmed the judgment of the trial court granting summary judgment for the sellers and dismissing the sellers' agents, holding that the trial court did not err or abuse its discretion.Buyers bought a business from Sellers pursuant to a written purchase agreement. Buyers later bought this action against Sellers and their agents. Sellers counterclaimed for amounts owing under promissory notes. The Supreme Court dismissed the agents under Neb. Ct. R. Pldg. 6-1112(b)(6) and entered summary judgment for Sellers on all claims and counterclaims. The court then denied Sellers' motion for attorney fees. The Supreme Court affirmed, holding (1) undisputed facts supported the summary judgments for Sellers; (2) the complaint stated no claim against the agent; and (3) the trial court did not abuse its discretion in denying attorney fees to Sellers. View "Nathan v. McDermott" on Justia Law
Benjamin v. Bierman
The Supreme Court affirmed the judgment of the district court finding that Defendants breached two operating agreements, ordering an accounting for each, declining to dissolve either, and awarding Plaintiff damages, holding that there was no merit to the assignments of error on appeal.Plaintiff, the personal representative of the estate of Mark Benjamin, filed separate complaints against Douglas Bierman (Doug) and Sixth Street Rentals, LLC (collectively, Rentals) and against Doug, Eugene Bierman, and Sixth Street Development, LLC (collectively, Development) generally seeking an accounting to dissolve both Rentals and Development and damages. After the district court entered judgment, Plaintiff appealed and Defendants cross appealed. The Supreme Court affirmed, holding (1) Brenda lacked standing to seek dissolution; (2) Defendants' assignments of error regarding fair market value were without merit; (3) there was no merit to Defendants' assignments of error related to breach of contract and specific performance; and (4) there was no merit to Defendants' remaining assignments of error. View "Benjamin v. Bierman" on Justia Law
Bierman v. Benjamin
The Supreme Court reversed the judgment of the district court granting partial summary judgment in favor of Plaintiffs, Doug Bierman and Jim Hoppenstedt, on the issue of the enforceability of a buy-sell agreement, holding that the buy-sell agreement was clearly ambiguous.Mark Benjamin, Doug, and Jim entered into a buy-sell agreement providing for the sale and purchase of BD Construction, Inc. shares. After Mark died, Brenda Benjamin was appointed to serve as president of BD. One year later, Brenda terminated Plaintiffs' employment. Plaintiffs filed this lawsuit against Brenda and BD, seeking, among other things, specific performance of the buy-sell agreement. Prior to trial, Plaintiffs filed a motion for summary judgment seeking a finding that the buy-sell agreement was enforceable. The district court granted summary judgment to Plaintiffs on that issue. The Supreme Court reversed the grant of summary judgment, holding that the district court's determination that the buy-sell agreement was unambiguous was plain error. View "Bierman v. Benjamin" on Justia Law
Yeransian v. Willkie Farr & Gallagher LLP
The Supreme Court affirmed the order of the district court dismissing Plaintiff's complaint against Defendant, a law firm, holding that the district court correctly determined it lacked jurisdiction over the complaint.Defendant had represented Aspen Holding, Inc. when Aspen merged with and was acquired by Markel Corporation. As a representative of Aspen's former shareholders, Plaintiff brought suit seeking to obtain the Aspen attorney-client filed for the former shareholders' dispute with Markel over payments from the merger. The district court granted Defendant's motion to dismiss, finding (1) Plaintiff failed to allege that Defendant had the requisite minimum contacts with the State, and therefore, the court did not have personal jurisdiction over Defendant; and (2) Plaintiff failed to state a claim upon which relief could be granted. The Supreme Court affirmed, holding (1) the district court did not err in denying Plaintiff's motion regarding jurisdictional discovery; and (2) Plaintiff failed to establish a continuing substantial connection under the operative facts of the litigation to establish that Defendant had sufficient minimum contacts with Nebraska for the exercise of specific personal jurisdiction. View "Yeransian v. Willkie Farr & Gallagher LLP" on Justia Law
Hawley v. Skradski
The Supreme Court vacated the judgment of the district court in this action alleging breach of contract, conversion, and tortious interference with a business relationship of expectation, holding that Plaintiff lacked standing to bring the action in his own name.Kim Hawley, the only named plaintiff, brought this action against John Skradski alleging that he purchased a heating and air conditioning (HVAC) business from an entity affiliated with Skradski and that, after Hawley ceased operating the business, Skradski began operating the business and converted the business's assets to his use. During trial, an asset purchase agreement was received into evidence showing that the HVAC business was purchased by KNR Capital Corp. and not by Hawley individually. The district court granted Skradksi's motion for a directed verdict, finding that there was insufficient evidence of any of the three theories of recovery. The Supreme Court vacated the district court's judgment and dismissed the appeal for lack of subject matter jurisdiction, holding that Hawley failed to prove his standing to bring this suit in his own name, and therefore, the district court lacked subject matter jurisdiction over the matter. View "Hawley v. Skradski" on Justia Law