Gordon v. Kuzara
2012 MT 206
Mont.2012Background
- June 2006: LLC Half Breed Land and Livestock formed with Gordons 50%, R Three 25%, Kuzara brothers 12.5% each; Kim Kuzara is managing member.
- OA required bi-annual meetings, proper accounting, and receipts; Gordons contributed $26,000 cash for half of the Kuzara-Stacy cattle herd.
- Kuzara transferred cattle brand to R Three (Oct 2006); no bill of sale; accounting records incomplete; Kuzara charged personal expenses to LLC; checks to R Three repeated.
- July 2008 meeting disclosed irregularities; Gordons demanded an audit; CPA found Kuzara-Stacy cattle never transferred to LLC; cattle brands and lack of sale documents surfaced.
- Discovery showed Kuzara claimed a large debt to LLC for his and his wife’s work, plus various charged expenses; LLC funds were deposited and immediately transferred back to R Three; unjustified LLC disbursements and lack of receipts; unauthorized cattle sales occurred.
- District Court granted summary judgment for dissolution, appointed a receiver; Kuzara and R Three appealed challenging dissolution and denial of an amended answer
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether summary judgment for dissolution was proper | Gordons | Kuzara/R Three | Yes; grounds under § 35-8-902(1) supported dissolution |
| Whether the district court properly denied leave to amend | Gordons | Kuzara/R Three | Yes; proposed counterclaims were subject to arbitration and futile to amend |
Key Cases Cited
- Corporate Air v. Edwards Jet Center, 345 Mont. 336, 190 P.3d 1111 (Mont. 2008) (summary judgment analysis and burden-shifting framework)
- Town & Country Foods v. City of Bozeman, 349 Mont. 453, 203 P.3d 1283 (Mont. 2009) (summary judgment standard and material facts)
- Krajacich v. Great Falls Clinic, 364 Mont. 455, 276 P.3d 922 (Mont. 2012) (de novo review of summary judgment; criteria under M. R. Civ. P. 56)
- Sherrard v. Prewett, 306 Mont. 511, 36 P.3d 378 (Mont. 2001) (definition of material facts and standard for summary judgment)
- Hawkins v. Harney, 314 Mont. 384, 66 P.3d 305 (Mont. 2003) (abuse of discretion standard for amendments to pleadings)
- Hobble-Diamond Cattle v. Triangle Irr., 249 Mont. 322, 815 P.2d 1153 (Mont. 1991) (leave to amend; futility and prejudice considerations)
- Gordon v. Kuzara, 2010 MT 275, 358 Mont. 432, 245 P.3d 37 (Mont. 2010) (prior arbitration scope ruling affecting later arbitration arguments)