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 LLC breached the lease by failing to close after Streck exercised the option.
- The LLC is manager-managed; two co-managers (Wayne and Connie Ryan) disagreed about defending the suit and jointly sought appointment of a receiver to represent the LLC. The court appointed a receiver, who answered and counterclaimed that Streck was in default.
- Stacy Ryan, a ~20% nonmanaging member, filed a Complaint in Intervention (seeking to intervene individually and derivatively for the LLC), alleging the receiver and managers were not fully protecting the LLC’s interests and seeking to challenge the receiver’s appointment and managers’ conduct.
- The district court denied Ryan’s motion to intervene and denied her request to continue the partial summary judgment hearing; Ryan appealed those orders.
- The Nebraska Supreme Court treated the order denying intervention as final and reviewed de novo whether Ryan had a legal, direct interest to intervene under Neb. Rev. Stat. § 25-328.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Jurisdiction to appeal denial of intervention | Ryan: order is appealable | Streck: § 25-1315 requires special language for finality | Court: traditional rule applies; denial of intervention is final and appealable |
| Can Ryan intervene in her own right as an LLC member | Ryan: her ~20% membership gives direct financial interest so she may intervene | Opponents: member lacks managerial authority; financial impact is indirect | Held: No — mere potential reduced distributions is an indirect interest and insufficient to intervene personally |
| Can Ryan intervene derivatively/on behalf of the LLC | Ryan: LLC’s sole asset (the property) is at stake and receiver/managers inadequately protect LLC | Opponents: manager-managed LLC vests control in managers; established derivative procedures exist | Held: No — Ryan failed to allege the narrow Holmes exception (corporation entirely unprotected) or to satisfy derivative-action prerequisites |
| Scope of permissible intervention claims | Ryan sought to challenge receiver appointment and manager conduct | Court/others: intervenor may only raise issues that sustain or oppose existing parties’ contentions (same core issue) | Held: Claims challenging receiver appointment/operating-agreement breaches fall outside the lawsuit’s core lease/option dispute and cannot support intervention |
Key Cases Cited
- Ruzicka v. Ruzicka, 262 Neb. 824 (appellate review standard for intervention)
- Spear T Ranch v. Knaub, 271 Neb. 578 (standards for intervention and treating intervenor allegations as true)
- Steinhausen v. HomeServices of Neb., 289 Neb. 927 (member cannot sue individually for harms to LLC; distributions impact is indirect)
- State v. Holmes, 60 Neb. 39 (limited exception allowing shareholder intervention where corporation wholly fails to protect shareholders)
- Freedom Fin. Group v. Woolley, 280 Neb. 825 (distinguishing personal claims from derivative/LLC claims)