Smith Angus Ranch v. Hurst, 962 N.W.2d 626

Smith Angus Ranch, Inc. (SAR) was a family ranch corporation; Travis Hurst became a signatory, then a director and officer after Dee Smith’s health declined.
While an officer/director, Travis used SAR funds and assets to buy vehicles, fencing, supplies, and claimed ownership of half the 2015 calf crop; he asserts Dee orally authorized each transaction.
SAR’s corporate documents were unavailable; parties agreed no written authorization explicitly allowed self-dealing by Travis.
SAR sued Travis for breach of fiduciary duty and self-dealing and moved for partial summary judgment on those counts, arguing oral authorization was inadmissible under this Court’s bright-line rule for powers of attorney.
The circuit court excluded Travis’s oral-authority evidence by extending the POA bright-line rule (from Bienash/Stoebner) to corporate fiduciaries and granted partial summary judgment for SAR.
The Supreme Court reversed: it held the bright-line rule applies to attorneys-in-fact under POAs, not to corporate officers/directors; disputed factual issues (including Travis’s testimony and other circumstantial evidence) precluded summary judgment and the case was remanded.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether the bright-line rule barring oral extrinsic evidence (adopted for POAs) applies to corporate officers/directors	Bienash/ Stoebner should apply to all fiduciaries; oral authorization cannot be used to justify self-dealing	Bright-line rule is limited to attorneys-in-fact under POAs; corporate fiduciaries are governed by statutory duties and oral evidence may create factual disputes	Court held the bright-line rule is limited to POAs and does not extend to corporate officers/directors
Whether partial summary judgment was proper on breach/self-dealing claims after excluding oral-authority evidence	Even if oral testimony were considered self-serving, the record still shows undisputed self-dealing warranting judgment	Travis’s testimony and other circumstantial evidence (transfers of vehicles/land and will provisions) create genuine issues of material fact	Court held disputed facts exist; summary judgment improper and case remanded

Bienash v. Moller, 721 N.W.2d 431 (S.D. 2006) (adopted bright-line rule barring oral extrinsic evidence to show a power of attorney authorized self-dealing)
Estate of Stoebner v. Huether, 935 N.W.2d 262 (S.D. 2019) (reaffirmed bright-line rule for attorneys-in-fact under POAs)
Studt v. Black Hills Fed. Credit Union, 864 N.W.2d 513 (S.D. 2015) (applied bright-line POA rule)
Hein v. Zoss, 887 N.W.2d 62 (S.D. 2016) (noting limits on excluding extrinsic evidence in certain pre-POA contexts)
In re Estate of Stevenson, 605 N.W.2d 818 (S.D. 2000) (stating fiduciaries generally prohibited from self-dealing)
Dinsmore v. Piper Jaffray, Inc., 593 N.W.2d 41 (S.D. 1999) (fiduciary duties arise when one acts primarily for another's benefit)