In Re Amerco Derivative Litigation
252 P.3d 681
| Nev. | 2011Background
- AMERCO is a Nevada parent company controlling U-Haul; SAC entities are real estate holding companies controlled by Mark Shoen.
- Shareholders Paul Shoen and Glenbrook Capital filed a consolidated 2002 derivative suit against AMERCO’s directors and SAC entities for breach of fiduciary duties and related conduct.
- District court dismissed for failure to plead demand futility; on appeal, this court previously clarified pleading standards and remanded for reconsideration.
- On remand, district court again dismissed based on (a) a Goldwasser settlement release allegedly baring claims and (b) lack of standing to sue SAC entities for AMERCO-related transactions.
- This court now addresses (i) whether Goldwasser’s release covers post‑settlement SAC transactions, (ii) whether in pari delicto defeats the derivative claims, and (iii) other grounds including demand futility, pleading sufficiency, and statute-of-limitations issues.
- The court ultimately affirms in part, reverses in part, and remands for further proceedings consistent with its opinion.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Does the Goldwasser settlement release bar post‑settlement SAC claims? | Release limited to claims existing at settlement. | Release extends to all identified claims, including related post-settlement transactions. | Release did not cover post‑Goldwasser SAC transactions; remand for related claims. |
| Does in pari delicto bar appellants' derivative claims against AMERCO's officers? | Agents’ acts imputable to AMERCO; in pari delicto may not preclude suit at pleading stage. | In pari delicto should bar where insiders’ conduct is central and harms public policy. | In pari delicto defense requires remand for proper factual development; not precluded at pleadings. |
| Are AMERCO officers’ acts imputed to AMERCO requiring imputation analysis? | Agents’ acts were not wholly adverse; board actions benefited AMERCO in some respects. | Adverse interest or sole-actor exceptions may apply to avoid imputation. | Adverse interest and sole-actor exceptions do not apply; acts imputed, but remand on in pari delicto. |
| Did appellants adequately plead demand futility under the appropriate standard? | Amended complaint shows independence and potential disinterestedness couldn’t respond to a demand. | Rales/ Aronson standards require more; district court erred in applying the test. | Appellants adequately pleaded demand futility; district court to conduct proper evidentiary hearing. |
| Are some claims barred by statute of limitations or require factual adjudication? | Limitations periods for fiduciary duty, wrongful interference, and unjust enrichment claims; discovery issues. | Limitations issues can be resolved on remand. | Statute-of-limitations issues are for district court to determine on remand. |
Key Cases Cited
- Shoen v. SAC Holding Corp., 122 Nev. 621 (Nev. 2006) (clarified pleading standards for demand futility in derivative suits)
- In re American Intern. Group, Inc., Consol. Deriv. Lit., 976 A.2d 872 (Del.Ch. 2009) (adverse‑interest and related imputation principles in derivatives)
- Rales v. Blasband, 634 A.2d 927 (Del. 1993) (test for demand futility in board consideration scenarios)
- Aronson v. Lewis, 473 A.2d 805 (Del. 1984) (framework for demand futility when board decisions are at issue)
- Shimrak v. Garcia-Mendoza, 112 Nev. 246 (Nev. 1996) (articulates in pari delicto considerations in Nev. derivative context)
- Beam ex rel. M. Stewart Living v. Stewart, 833 A.2d 961 (Del.Ch. 2003) (claim-by-claim approach to demand futility analysis)
- Lafferty v. Official Committee, 267 F.3d 340 (3d Cir. 2001) (separates standing from in pari delicto in corporate contexts)