In Re Amerco Derivative Litigation
252 P.3d 681
| Nev. | 2011Background
- AMERCO, a Nevada corporation, is controlled by the Shoen family; SAC Self-Storage entities are controlled by Mark Shoen and engaged in real estate transactions with AMERCO and U-Haul; Appellants Glenbrook Capital and others filed a 2002 derivative suit against AMERCO’s directors, Mark Shoen, and SAC entities for fiduciary breaches; Goldwasser settlement (1995) released some claims and involved disclosures about SAC transactions; District Court dismissed on grounds including Goldwasser waiver and lack of demand futility, prompting an appeal and remand; Court clarifies demand futility standards, imputation of officers’ acts to the corporation, and the in pari delicto defense, remanding for further proceedings.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Did the Goldwasser release bar post-settlement claims? | Release limited to claims existing at settlement | Release covered broader unspecified future claims | No, post-Goldwasser SAC claims not released |
| Does in pari delicto bar the derivative suit? | Imputation of officer acts to AMERCO defeats in pari delicto defense | In pari delicto should bar derivative claims | Remand to district court to evaluate in pari delicto factors |
| Are AMERCO officers' acts imputable to AMERCO under agency law? | Agency imputation applies; adverse interest exception narrow | Adverse interest and sole-actor exceptions may apply | Imputation generally applies; adverse interest and sole-actor do not apply here |
| Were the pleadings sufficient to show demand futility under Shoen I/Rales framework? | Amended complaint alleged sufficient facts showing independence issues | Pleading insufficient or misapplied standard | Remand for evidentiary hearing on demand futility |
| Did appellants adequately plead other claims (ultra vires, torts) under pleading standards? | Some claims pleaded sufficiently under NRCP 8; some require NRCP 9(b) focus | Many claims fail the pleading standards; some survive | Certain claims survive; others dismissed; remand for further proceedings |
Key Cases Cited
- Shoen v. SAC Holding Corp., 122 Nev. 621 (Nev. 2006) (clarified demand futility standards and remanded for further proceedings)
- Strohecker v. Mut. B. & L. Ass’n, 55 Nev. 350 (Nev. 1939) (agency imputation of officer actions to corporation)
- In re Mediators, Inc., 105 F.3d 822 (2d Cir. 1997) (sole-actor rule and imputation)
- Shimrak v. Garcia-Mendoza, 112 Nev. 246 (Nev. 1996) (in pari delicto factors governing derivative actions)
- American Intern. Group, Consol. Deriv. Lit., 976 A.2d 872 (Del.Ch. 2009) (in pari delicto and corporate-imputation principles)