9 N.E.3d 195
Ind. Ct. App.2014Background
Don Morris sued BioSafe Engineering, alleging equitable and contractual theories tied to ownership and remedies for corporate control.
- Morris and Coakes previously sought a shareholder derivative action, an accounting, and dissolution, amid disputes over BioSafe ownership and control.
- BioSafe moved for summary judgment; the trial court granted, and this court reversed in Morris I due to procedural defects in the summary judgment procedure.
- After Morris I, BioSafe again moved for summary judgment on three asserted claims: breach of contract, unjust enrichment, and equitable estoppel.
- Morris admitted, in response to a court order, that his theories were limited to those three claims, effectively abandoning a shareholder derivative claim.
- On appeal, the court held Morris abandoned the derivative claim and that the summary judgment for BioSafe on the three surviving theories was proper.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Morris abandoned the shareholder derivative claim | Morris asserts the derivative claim remained viable and was before the court | BioSafe argues Morris abandoned the derivative claim in August 2011 | Derivative claim abandoned; not viable for summary judgment challenge |
| Whether summary judgment was proper on breach of contract, unjust enrichment, and equitable estoppel | Morris asserts material facts exist precluding summary judgment | BioSafe contends three claims are unprovable based on undisputed facts | Summary judgment affirmed on all three claims |
| Whether Morris I required revisiting the abandoned claim | Morris argues Morris I controls and preserves the derivative claim | BioSafe relies on Morris I’s acknowledgment of abandonment | Morris I did not nullify the abandonment; abandonment stands |
Key Cases Cited
- Heyser v. Noble Roman’s, Inc., 933 N.E.2d 16 (Ind. Ct. App. 2010) (binding admission can abandon a claim)
- American Savings, FSB v. Tokarski, 959 N.E.2d 909 (Ind. Ct. App. 2011) (unambiguous attorney admissions bind the client; abandon claims)
- Morris v. Crain, 969 N.E.2d 119 (Ind. Ct. App. 2012) (Morris I; reversal on summary judgment for improper burden-shifting and procedural issues)
- American Savings, FSB v. Tokarski, 959 N.E.2d 909 (Ind. Ct. App. 2011) (abandonment doctrine; effects on summary judgment)
- Maldonado ex rel. Maldonado v. Gill, 502 N.E.2d 1371 (Ind. Ct. App. 1987) (admission by opponent relieves burden to present evidence)