In re Invol. Dissolution of Wiles Bros.
285 Neb. 920
| Neb. | 2013Background
- Bruce and Annette Wiles sought judicial dissolution of Wiles Bros., Inc. (WBI) under Neb. Rev. Stat. § 21-20,162(2)(a).
- WBI’s stock was transferred to Wiles Enterprises, Ltd. (WE), which remained the sole registered owner, with no nominee certificate on file.
- The district court held Bruce lacked standing as he was not a shareholder of record under § 21-2014(21).
- The court treated the motion to dismiss as a Rule 12(b)(1) challenge to jurisdiction and allowed evidence at a jurisdictional hearing.
- Bruce and Annette argued for equitable “substance over form” standing, contending WE was a shell and they were beneficial owners, which the district court rejected.
- The Nebraska Supreme Court affirmed, holding Bruce not a statutory shareholder and not entitled to dissolution relief under § 21-20,162(2)(a).
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Bruce has standing to seek dissolution under § 21-20,162(2)(a). | Bruce (Wiles) is a beneficial owner; WE is a shell; equitable standing supports relief. | Bruce is not a shareholder of record; no nominee certificate exists; statutory definition controls. | Bruce lacks standing; district court正确ly dismissed. |
| Whether § 21-2014(21) definition of shareholder applies to dissolution action. | Statutory form should yield to equitable ownership. | Statutory definition governs; no nominee certificate means no shareholder status. | Statutory definition governs; Bruce not a shareholder. |
| Whether the district court abused its discretion in excluding certain exhibits. | Exhibits 19, 20, 22–27 are relevant to ownership/beneficial interest. | Evidence not focused on registration or nominee rights; irrelevant to standing. | No abuse; court properly limited evidence relevant to the standing issue. |
Key Cases Cited
- Baye v. Airlite Plastics Co., 260 Neb. 385, 618 N.W.2d 145 (2000) (jurisdiction to dissolve premised on being a shareholder; drastic remedy highly cautioned)
- State ex rel. Reed v. State, 278 Neb. 564, 773 N.W.2d 349 (2009) (standing defect is jurisdictional; review de novo for jurisdictional challenges)
- Citizens Opposing Industrial Livestock v. Jefferson County, 274 Neb. 386, 740 N.W.2d 362 (2007) (standing and evidentiary review in jurisdictional contexts)
- Floral Lawns Memorial Gardens Assn. v. Becker, 284 Neb. 532, 822 N.W.2d 692 (2012) (statutory dissolution remedies are drastic and strictly construed)