Heifetz v. Apex Clayton, Inc.
554 S.W.3d 389
| Mo. | 2018Background
- 8182 Maryland Associates LP created in 1984; Apex was general partner; limited partners included substituted individuals and entities who were bound by the partnership agreement.
- Partnership agreement required Apex to distribute "available cash flow" and contained a forced-sale clause obligating Apex to purchase limited partners' interests if they collectively elected liquidation.
- Limited partners twice sought to invoke the forced-sale clause (1993 and 2005); earlier suit failed at the court of appeals for lack of unanimous limited-partner action.
- In 2010 limited partners again demanded forced sale; Apex refused; limited partners sued for breach of contract, breach of fiduciary duty, punitive damages, and attorney fees; case went to jury in 2015.
- Jury awarded roughly $2.8M on breach of contract, $1,000 nominal damages per partner on breach of fiduciary duty, and $2.8M punitive damages; trial court later entered an amended judgment awarding attorney fees; Apex filed JNOV motions and appealed.
- The supreme court held Apex timely appealed because the limited partners’ motion for attorney fees was a timely authorized after-trial motion that produced an amended judgment; but Apex failed to preserve its submissibility challenges by not moving for a directed verdict at the close of all evidence, so the court affirmed.
Issues
| Issue | Limited partners' Argument | Apex's Argument | Held |
|---|---|---|---|
| Was Apex's appeal timely? | The amended judgment (including fees) was a new judgment; Apex’s post-amendment JNOV and appeal were timely. | Original June 26 judgment was final; Apex’s earlier notice of appeal was untimely because fee motion was not an authorized after‑trial motion. | Held: Timely. The fee motion was an authorized after‑trial motion to amend the judgment, the court entered an amended judgment, and Apex timely appealed from the deemed-overruled JNOV. |
| Is a motion for attorney fees an "authorized after‑trial motion" that extends trial court jurisdiction? | The fee motion was filed within 30 days and expressly sought amendment of the judgment to include fees, so it is an authorized after‑trial motion. | Fees are incidental and not an authorized after‑trial motion (relying on some appellate precedent). | Held: The fee motion here was an authorized motion to amend the judgment (parties presented it that way), so it extended jurisdiction and produced an amended judgment. |
| Were Apex’s submissibility challenges (fiduciary duty and punitive damages) preserved for appeal? | Apex argued fiduciary duty claims were merely contractual and punitive damages unsupported because only nominal damages were awarded. | The limited partners contended these issues were properly submitted to jury. | Held: Not preserved. Apex failed to move for a directed verdict at close of all evidence, so its JNOV challenges are unpreserved and not reviewable. |
| Can punitive damages stand when only nominal damages were awarded on the fiduciary duty claim? | Apex argued punitive damages require actual/pecuniary damages and cannot be based on nominal damages. | Limited partners relied on jury submission and did not concede the limitation. | Held: Court did not review on merits because Apex failed to preserve the argument by timely directed verdict/JNOV; issue not decided. |
Key Cases Cited
- Heifetz v. Novelly, 309 S.W.3d 333 (Mo. Ct. App. 2010) (prior appellate decision regarding invocation of the partnership forced‑sale clause)
- Taylor v. United Parcel Serv., Inc., 854 S.W.2d 390 (Mo. banc 1993) (motion for JNOV is an authorized after‑trial motion)
- Massman Constr. Co. v. Mo. Highway & Transp. Comm’n, 914 S.W.2d 801 (Mo. banc 1996) (timing and effect of after‑trial motions extending trial court jurisdiction)
- Peterson v. Cont'l Boiler Works, Inc., 783 S.W.2d 896 (Mo. banc 1990) (fiduciary‑duty/contract distinction referenced by parties)
- Ukman v. Hoover Motor Express Co., 269 S.W.2d 35 (Mo. 1954) (requirement to move for directed verdict to preserve submissibility issues)
- Sanders v. Ahmed, 364 S.W.3d 195 (Mo. banc 2012) (directed‑verdict motion at close of all evidence preserves submissibility issues)
- Marquis Financial Servs. of Indiana v. Peet, 365 S.W.3d 256 (Mo. Ct. App. 2012) (discusses punitive damages needing actual damages; distinguished in this case)