Juan Tafoya Land Corp. v. S'holders of the Juan Tafoya Land Corp.
35,280
| N.M. Ct. App. | Apr 13, 2017Background
- Juan Tafoya Land Corporation (the Corporation) sought a declaratory judgment to "ratify" or change its shareholder list; district court dismissed the petition on res judicata grounds via summary judgment.
- The Corporation previously litigated related ownership and shareholder-list issues: (1) 1970s litigation producing a decree and lists of "trunk heirs" and then-living heirs incorporated into the corporate records; (2) Marquez v. Juan Tafoya Land Corp. (N.M. Supreme Court) approving the distribution method; and (3) 2007 litigation culminating in a 2008 summary judgment finding the board satisfied its duty of care in maintaining the shareholder list.
- The Corporation argued the 2007 suit had been dismissed for lack of prosecution (thus not preclusive) and that prior boards improperly maintained shareholder lists, asserting possible defects in the "trunk heirs" and "living heirs" lists and ambiguous language "from Marquez."
- The Court of Appeals issued a proposed summary disposition to affirm; after full briefing the Court affirmed the district court, concluding res judicata barred relitigation of issues decided in prior proceedings.
- The court also rejected motions to amend the docketing statement to add new issues (prevailing-party protection, privity of newly discovered shareholders, and factual disputes about the phrase "from Marquez") as not viable or not preserved.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the 2007 litigation is preclusive | 2007 case was dismissed for lack of prosecution, so no preclusion | 2008 summary judgment in 2007 litigation was on the merits and is a final judgment | Summary judgment in 2008 was on the merits; res judicata applies |
| Whether alleged prior-board improprieties could be litigated now | Prior board failed to maintain shareholder list; errors in heir lists justify relitigation | Those issues were litigated in 2007 and in Marquez/1970s decrees | Prior litigation addressed board duty and heir lists; relitigation barred |
| Whether Corporation may update list for post-2007 deaths/transfers | Corporation seeks clarity whether it may correct historic list errors and update for recent changes | Respondents: updates for deaths/transfers are allowed; but relitigation of historic issuance is barred | Court: recognizing deaths/transfers is appropriate but reopening historic allocation is precluded; no justiciable controversy for speculative updates |
| Procedural/constitutional defenses (prevailing-party rule, privity, factual disputes) | New issues: res judicata can’t be used by prior prevailing party; some respondents not in privity; material factual dispute over phrase "from Marquez" | Res judicata elements control (no prevailing-party requirement); extensive prior service by publication and final decrees bind heirs; lists and methods were adjudicated | New procedural issues not preserved or not viable; privity established via prior adjudication and publication; "from Marquez" dispute not a genuine fact issue; amendment denied |
Key Cases Cited
- Marquez v. Juan Tafoya Land Corp., 96 N.M. 503, 632 P.2d 738 (N.M. 1981) (affirmed method for distributing corporate shares using trunk heirs and living heirs lists)
- Three Rivers Land Co., Inc. v. Maddoux, 98 N.M. 690, 652 P.2d 240 (N.M. 1982) (elements and purposes of res judicata)
- Hennessy v. Duryea, 124 N.M. 754, 955 P.2d 683 (N.M. Ct. App. 1998) (burden in summary calendar cases to point out errors in proposed disposition)
- Insure New Mexico, LLC v. McGonigle, 128 N.M. 611, 995 P.2d 1053 (N.M. Ct. App. 2000) (appellate courts should not issue advisory opinions absent a justiciable controversy)
- Bentz v. Peterson, 107 N.M. 597, 762 P.2d 259 (N.M. Ct. App. 1988) (validity of service by publication and preclusive effect on bound parties)