Streck, Inc. v. Ryan Family
297 Neb. 773
| Neb. | 2017Background
- Streck, Inc. sued Ryan Family, L.L.C. seeking specific performance of an option to purchase leased real property, alleging the option was valid and closing was overdue.
- The L.L.C. is manager-managed; comanagers Wayne and Connie Ryan disagreed about defense strategy, prompting joint application and court appointment of a receiver to represent the L.L.C. in the suit.
- The receiver filed an answer and counterclaim asserting Streck was in default when it attempted to exercise the option.
- Stacy Ryan (a nonmanaging ~20% member) filed a Complaint in Intervention seeking to intervene personally and derivatively on behalf of the L.L.C., asserting the receiver and managers were not adequately protecting the L.L.C.’s interests.
- The district court denied Ryan’s motion to intervene and to continue/discover for summary judgment; Ryan appealed the denial of intervention (final, appealable order).
Issues
| Issue | Plaintiff's Argument (Ryan) | Defendant's Argument (Streck/L.L.C.) | Held |
|---|---|---|---|
| Whether the denial of intervention is appealable | Ryan did not contest appealability | Streck argued §25-1315 requires an express final-judgment directive, so denial not final | Court: Order denying intervention is a final, appealable order; §25-1315 doesn’t alter intervention final-order rule |
| Whether Ryan may intervene in her individual capacity | Ryan: as a 20% member she will gain/lose financially and thus has direct legal interest | Opposing: membership alone (nonmanaging) gives only indirect financial interest; managers control company claims | Court: No — membership financial stakes are indirect; nonmanaging member lacks authority to control company litigation, so no individual right to intervene |
| Whether Ryan may intervene derivatively/on behalf of the L.L.C. | Ryan: receiver/managers failed to fully protect L.L.C.; she sought to protect company interests | Opposing: receiver was appointed to and is defending the suit; derivative relief is available only under statutory procedure | Court: No — Holmes exception inapplicable; Ryan did not allege receiver wholly failed to protect L.L.C. and did not pursue statutory derivative procedure |
| Permissible scope of intervention claims | Ryan sought to challenge receiver appointment and managers’ breach of operating agreement | Opposing: intervention claims must involve same core dispute between existing parties (lease/option) | Court: Claims attacking receiver appointment or operating agreement breach are outside the suit’s core issues and cannot support intervention |
Key Cases Cited
- Spear T Ranch v. Knaub, 271 Neb. 578 (2006) (articulates requirements for intervention and treating intervention denials as final orders)
- Steinhausen v. HomeServices of Neb., 289 Neb. 927 (2015) (member cannot maintain individual claim for wrongs to LLC; losses to distributions are indirect)
- State v. Holmes, 60 Neb. 39 (1900) (very limited exception allowing shareholder intervention where corporation wholly fails to protect shareholders)
- Ruzicka v. Ruzicka, 262 Neb. 824 (2001) (standards for intervention and appellate review of legal questions)
- Basin Elec. Power Co-op v. Little Blue N.R.D., 219 Neb. 372 (1985) (early precedent treating denial of intervention as final and appealable)
- Freedom Fin. Group v. Woolley, 280 Neb. 825 (2010) (discusses derivative claims and duties owed to members)