Wayne L. Ryan Revocable Trust v. Ryan
297 Neb. 761
| Neb. | 2017Background
- Streck, Inc., a closely held Nebraska corporation, was sued in October 2014 by the Wayne L. Ryan Revocable Trust (RRT) seeking dissolution and alleging shareholder oppression and breach of fiduciary duty.
- Streck exercised its statutory election to purchase the RRT’s shares under Neb. Rev. Stat. § 21-20,166, triggering a stay to determine the fair value of the RRT’s shares; the only remaining issue was fair value.
- The district court granted cross-motions for partial summary judgment: it held discounts should not apply to fair value and that Streck’s election to purchase the RRT’s shares was valid.
- Stacy Ryan (a former shareholder and ERRT income beneficiary) earlier attempted to intervene and was denied; she did not appeal that denial.
- More than a year after Streck’s election and after summary judgment on election validity, Stacy and three adult children (the intervenors), income beneficiaries of the Eileen Ryan Revocable Trust (ERRT), filed a second complaint in intervention seeking to challenge the validity of Streck’s election and obtain discovery.
- The district court struck the complaint in intervention as untimely, alleging only an indirect interest, and because the intervenors sought to relitigate issues already decided; the intervenors appealed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Jurisdiction to appeal denial of intervention | Intervenors assumed appealable final order | Streck argued order was not final under § 25-1315 | Court: Order denying intervention is final and appealable; jurisdiction exists |
| Statutory right to intervene under § 25-328 (direct legal interest) | Intervenors: as ERRT income beneficiaries, their interests diminish if Streck purchases RRT shares and they should be allowed to intervene to protect that interest | Streck/Connie: intervenors only have an indirect/remote interest (income beneficiaries of nonvoting-shareholding trust), not a direct legal interest in litigation; remaining issue is fair value, which does not affect intervenors | Court: Intervenors have only indirect interest; statutory intervention not warranted; complaint properly stricken |
| Timeliness / preclusion from relitigating decided issues | Intervenors: waited until discovery opportunity; sought to challenge election validity despite prior summary judgment | Streck/Connie: intervention untimely; intervenors must take the case as they find it and cannot relitigate matters already decided | Court: Intervention filed after summary judgment on the election was untimely for challenging that issue; intervenors cannot relitigate decided matters |
| Equitable intervention as alternate basis | Intervenors: on appeal suggested equitable intervention might be appropriate | Defendants: equitable intervention was not pled or argued below; inappropriate to raise on appeal | Court: Equitable intervention not pleaded or raised below; issue not preserved for appeal |
Key Cases Cited
- Ruzicka v. Ruzicka, 262 Neb. 824 (describing limits on intervention and core-issue requirement)
- Spear T Ranch v. Knaub, 271 Neb. 578 (intervenor must have direct legal interest; indirect interest insufficient)
- Trainum v. Sutherland Assocs., 263 Neb. 778 (appellate jurisdiction principles)
- Basin Elec. Power Co-op v. Little Blue N.R.D., 219 Neb. 372 (orders denying intervention are appealable)
- School Dist. of Gering v. Stannard, 196 Neb. 367 (intervenor takes the case as found; bound by prior determinations)
- Drainage District v. Kirkpatrick-Pettis Co., 140 Neb. 530 (intervenor cannot relitigate matters already decided)
- Arizona v. California, 460 U.S. 605 (intervention limitations and respect for prior determinations)
- Department of Banking v. Stenger, 132 Neb. 576 (equitable intervention recognized but must be raised in trial court)
- Ameritas Invest. Corp. v. McKinney, 269 Neb. 564 (issues not raised below are not considered on appeal)