Wayne L. Ryan Revocable Trust v. Ryan
901 N.W.2d 671
| Neb. | 2017Background
- Streck, Inc. (a Nebraska corporation) was sued in 2014 by the Wayne L. Ryan Revocable Trust (RRT) seeking dissolution and alleging shareholder oppression and breach of fiduciary duty; Streck timely filed an election under Neb. Rev. Stat. § 21-20,166 to purchase RRT’s shares.
- The district court stayed the dissolution and limited proceedings to determining the fair value of RRT’s shares after Streck and Connie Ryan sought valuation rather than dissolution.
- The court granted cross-motions for partial summary judgment: it held discounts should not be applied to fair value and that Streck’s election to purchase the RRT shares was valid; only valuation remained for trial.
- Stacy Ryan previously attempted to intervene (denied); later, Stacy and three adult children (intervenors) filed a second complaint in intervention more than a year after the election and after the summary-judgment rulings, seeking to challenge the validity of Streck’s election and to conduct discovery on that issue.
- The district court struck the second complaint in intervention as untimely, because the intervenors lacked a direct legal interest in the remaining valuation issue and sought to relitigate matters already decided; the intervenors appealed.
Issues
| Issue | Plaintiff's Argument (Intervenors) | Defendant's Argument (Streck/Connie) | Held |
|---|---|---|---|
| Whether the order denying intervention is appealable | Not disputed by intervenors; they appealed the denial | Streck argued lack of appellate jurisdiction under § 25-1315 | Court held order denying intervention is final and appealable; jurisdiction exists |
| Whether intervenors had statutory right to intervene under § 25-328 | Intervenors claimed direct legal interest as ERRT income beneficiaries that would be harmed by Streck’s purchase of RRT shares | Streck/Connie argued intervenors only had an indirect interest (income beneficiaries of nonvoting shares) and were not shareholders; thus no direct legal interest in valuation proceedings | Court held intervenors lacked the requisite direct legal interest; an indirect, conjectural interest is insufficient |
| Whether intervenors’ claims involved the same core issue as the pending action | Intervenors argued they sought to show the election was not in ERRT’s best interests and to litigate the independence of Streck’s special litigation committee | Defendants argued the only remaining issue was fair value and intervenors’ complaint attacked the already-decided validity of the election, not valuation | Court held intervenors sought to relitigate issues already decided (validity of election) and intervention was improper because intervenors must take the case as they find it |
| Whether equitable intervention should have been allowed | Intervenors argued equitable intervention could permit their participation (asserted on appeal) | Defendants noted intervenors did not raise equitable intervention below; court had no basis to grant it | Court declined to consider equitable intervention because it was not presented to the trial court and issues not raised below cannot be raised on appeal |
Key Cases Cited
- Ruzicka v. Ruzicka, 262 Neb. 824 (2001) (intervention must involve same core issue and intervenor is bound by prior determinations)
- Spear T Ranch v. Knaub, 271 Neb. 578 (2006) (intervenor must have a direct and legal interest; indirect interest insufficient)
- Trainum v. Sutherland Assocs., 263 Neb. 778 (2002) (appellate courts independently review questions of law such as intervention)
- Basin Elec. Power Co-op v. Little Blue N.R.D., 219 Neb. 372 (1985) (orders denying intervention treated as final and appealable)
- Arizona v. California, 460 U.S. 605 (1983) (an intervenor takes the case as found and cannot relitigate settled matters)