Wayne L. Ryan Revocable Trust v. Ryan
297 Neb. 761
| Neb. | 2017Background
- Streck, Inc. is a Nebraska corporation founded by Dr. Wayne L. Ryan; two family trusts (RRT and ERRT) and family members hold voting and nonvoting stock.
- The Wayne L. Ryan Revocable Trust (RRT) sued Streck and Connie Ryan in Oct. 2014 alleging shareholder oppression and sought dissolution.
- Streck timely filed an election under Neb. Rev. Stat. § 21-20,166 to purchase RRT’s shares; the court stayed dissolution proceedings to determine fair value.
- The district court granted cross motions for partial summary judgment: discounts should not be applied to fair value, and Streck validly exercised its election—leaving only the fair-value determination.
- Stacy Ryan (a family member) first attempted to intervene in 2015 and was denied; in May 2016 Stacy and three adult children (the intervenors) filed a second complaint in intervention seeking to challenge the validity of Streck’s election and to relitigate issues already resolved.
- The district court struck the second complaint as untimely, based on only an indirect interest, and because it sought to relitigate issues already decided; the intervenors appealed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Jurisdiction to appeal order denying intervention | Intervenors proceeded from a final order and may appeal | Streck argued the order didn’t comply with § 25-1315 and thus was not appealable | Court held order denying intervention is a final, appealable order and exercised jurisdiction |
| Right to statutory intervention under § 25-328 (direct legal interest) | Intervenors (ERRT income beneficiaries) asserted the purchase would dilute ERRT value and sought to protect their interests | Streck/Connie argued intervenors only had indirect/remote interests as nonshareholder income beneficiaries and therefore lacked the requisite direct legal interest | Court held intervenors lacked the required direct, legal interest; an indirect/remote interest is insufficient |
| Timeliness / relitigation of issues already decided | Intervenors argued they should be allowed to challenge the validity of Streck’s election despite prior summary judgment | Streck/Connie argued summary judgment already resolved election validity and intervention to relitigate decided issues is untimely and impermissible | Court held intervenors sought to relitigate issues already decided and must take the case as they found it; complaint properly stricken |
| Equitable intervention (alternative basis) | Intervenors suggested equitable relief should be available | Streck/Connie noted intervenors did not plead or argue equitable intervention below | Court declined to consider equitable intervention because it was not presented to the trial court |
Key Cases Cited
- Ruzicka v. Ruzicka, 262 Neb. 824 (recognizing limits on issues an intervenor may raise)
- Spear T Ranch v. Knaub, 271 Neb. 578 (describing requirement of direct legal interest for intervention)
- Kirchner v. Gast, 169 Neb. 404 (holding an indirect or conjectural interest is insufficient to support intervention)
- School Dist. of Gering v. Stannard, 196 Neb. 367 (intervenor takes the suit as found and is bound by prior determinations)
- Arizona v. California, 460 U.S. 605 (noting the general principle that intervention does not permit relitigation of already-decided matters)