Rickert v. Dakota Sanitation Plus, Inc.
812 N.W.2d 413
| N.D. | 2012Background
- Harvey Rickert authored a posthumous plan Dividing MandanContract profits 1997–2007 among Kim, Mark, Peggy Becker, and Delton Heid; plan not a valid will.
- Harvey’s death in 1998 led Kim, Mark, and Peggy Becker to form Dakota Sanitation Plus (DSP) with equal 1/3 shares; Becker ran daily operations.
- DSP obtained Mandan residential trash contract, renewed in 2007 for 2012.
- In December 2007, Becker and Kim voted to dissolve DSP; Mark voted against; assets including the Mandan contract transferred to Becker’s separate company, Armstrong Sanitation and Rolloff, Inc.
- Mark Rickert demanded the fair value of his DSP shares under N.D.C.C. § 10-19.1-87; DSP/Becker claimed an unwritten agreement would deprive him of shares.
- The district court found no implied/oral agreement; determined DSP’s value at dissolution was $557,273; judgment entered in Mark’s favor with damages and fees.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether an unwritten agreement to dissolve the corporation is enforceable | Mark contends there was an implied agreement benefiting Becker | DSP/Becker argue § 10-19.1-83(6) and contract law allow non‑written agreements not violating fraud/statute | The agreement is barred by the statute of frauds; no enforceable unwritten dissolution agreement. |
| Whether the statute of frauds bars the asserted agreement | Mark argues partial performance removed the bar | DSP/Becker rely on partial performance to avoid the statute | Statute of frauds applies; no competent partial performance evidence showing exclusive existence of the contract. |
| Whether discovery rulings and expert testimony were proper | Mark contends discovery and expert testimony were appropriately admitted | DSP/Becker assert abuse of discretion and prejudice | District court did not abuse its discretion; discovery order and expert testimony were permissible. |
| What is the proper valuation date and amount for the dissenter’s shares | Value should reflect December 21, 2007 (pre-action) as per statute | Becker/Kim argued post-2007 profits inform value | Court correctly valued at $557,273 as of dissolution; post‑dissolution profits irrelevant. |
Key Cases Cited
- Thompson v. North Dakota Workers’ Comp. Bureau, 490 N.W.2d 248 (N.D. 1992) (statute of frauds and partial performance considerations)
- Estate of Thompson, 2008 ND 144, 752 N.W.2d 624 (N.D. 2008) (partial performance must point unambiguously to the agreement)
- Beaudoin v. JB Mineral Servs., LLC, 2011 ND 229, 808 N.W.2d 671 (N.D. 2011) (summary judgment; burden shifting in civil actions)
- Leno v. K & L Homes, Inc., 2011 ND 171, 803 N.W.2d 543 (N.D. 2011) (discovery abuse standard and appellate deference to court decisions)
- Richard v. Washburn Pub. Sch., 2011 ND 240, 809 N.W.2d 288 (N.D. 2011) (summary judgment standards and fact-finding review)