Burr v. Koosharem Irrigation Company, 402 P.3d 124

Michael Burr, a shareholder of Koosharem Irrigation Company (a mutual nonprofit), moved to intervene in a shareholder derivative/director-removal action after one of three original plaintiff-shareholders (Bret Kouns) died.
Original plaintiffs (three shareholders) alleged directors LaDon Torgersen and Clayton Bagley engaged in fiduciary breaches and sought removal under Utah Code §16-6a-809, which requires plaintiffs holding at least 10% of shares to commence removal.
While all three plaintiffs together held 11.9% of shares, Kouns’s death reduced the remaining plaintiffs’ combined shareholding to about 5.3–5.4%, below the 10% statutory threshold.
Koosharem moved to dismiss the director-removal claim for failure to meet the 10% statutory requirement and, with Kouns’s estate, moved to dismiss Kouns as a plaintiff.
Burr filed to intervene approximately one month after those dismissal motions (but nearly two years after initial suit filings), asserting that combining his shares with the remaining plaintiffs would restore the 10% threshold.
The district court denied Burr’s motion to intervene as untimely and found he failed to show why existing plaintiffs would not adequately represent his interests; the appellate court reversed and remanded for further factual findings on certain elements.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Timeliness of intervention	Burr filed promptly after motions to dismiss; his timing was reasonable because circumstances changed when Kouns died	Koosharem argued Burr delayed for nearly two years and failed to justify the timing	Court: Burr’s motion was timely; district court abused discretion in finding otherwise
Interest relating to the subject	Burr, as a shareholder, has an interest in the legitimacy of the 2013 director election	Koosharem implied the matter may be moot or not affect Burr	Court: Burr has an interest relating to the subject (shareholder interest in election legitimacy)
Practical impairment (whether disposition may impair Burr’s interest)	Burr: dismissal for lack of 10% would impair his ability to pursue claims about the 2013 election	Koosharem: claim may be moot because directors’ terms expired and a 2015 election occurred without objection	Court: Remanded for factual findings; record insufficient to determine practical impairment or mootness
Adequacy of representation by existing parties	Burr: representation became inadequate after Kouns’s death because remaining plaintiffs lacked 10% and litigation could not proceed	Koosharem: existing plaintiffs (and counsel overlapping) would adequately represent Burr	Court: After Kouns’s death plaintiffs could not adequately represent Burr; intervention wrongly denied on this basis

Supernova Media, Inc. v. Pia Anderson Dorius Reynard & Moss, LLC, 297 P.3d 599 (2013 UT 7) (sets Utah Rule 24(a) intervention standards and standards of review)
Uhrhahn Constr. & Design, Inc. v. Hopkins, 179 P.3d 808 (2008 UT App 41) (remand required where trial court failed to make factual findings on a material issue)