Wayne L. Ryan Revocable Trust v. Ryan, 297 Neb. 761

Background

Streck, Inc., a closely held Nebraska corporation, faced a shareholder oppression suit filed in Oct. 2014 by the Wayne L. Ryan Revocable Trust (RRT), which sought among other relief judicial dissolution.
Under Neb. Rev. Stat. § 21-20,166 (election-to-purchase), Streck timely filed an election to purchase the RRT’s shares; the court stayed dissolution and limited the remaining dispute to determining fair value of the RRT’s shares.
The district court granted partial summary judgment holding (1) Streck validly exercised the election to purchase and (2) discounts should not be applied in valuing the shares; the only remaining issue was fair value.
Stacy Ryan (a former Streck shareholder and ERRT income beneficiary) previously sought to intervene and was denied; she later, joined by three of her children (intervenors), filed a second intervention complaint after summary judgment seeking to relitigate the validity of Streck’s election and to challenge the special litigation committee’s independence and process.
The district court struck the second complaint in intervention as untimely, based on an indirect interest (income beneficiaries of the Eileen Ryan Revocable Trust holding nonvoting shares) and because the intervenors sought to relitigate matters already decided; the intervenors appealed.
The Nebraska Supreme Court affirmed, holding the intervenors lacked the requisite direct legal interest and were attempting to relitigate settled issues; equitable intervention was not preserved for appeal.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether the order denying intervention is appealable	Intervenors: appeal permitted	Streck: order not final under § 25-1315	Court: order denying intervention is a final, appealable order; appeal proper
Whether intervenors had statutory right to intervene under § 25-328 (direct legal interest)	Intervenors: as ERRT income beneficiaries they will lose value if Streck’s election stands	Streck/Connie: intervenors are not shareholders, hold only an indirect interest via ERRT nonvoting shares, so no direct legal interest	Court: no direct legal interest; indirect/remote interest insufficient; intervention denied
Whether intervention was timely and permissible to relitigate previously decided issues	Intervenors: late-filed but should be allowed to challenge election validity	Streck/Connie: untimely and would impermissibly relitigate issues already decided by summary judgment	Court: intervention sought to relitigate settled issues; intervenors must take the suit as found; relief properly barred
Whether equitable intervention should have been considered	Intervenors: equitable concerns justify intervention (argued on appeal)	Defendants: not raised/argued below; not a basis before district court	Court: equitable intervention not raised below; issue not preserved for appeal; court did not consider it

Key Cases Cited

Ruzicka v. Ruzicka, 262 Neb. 824, 635 N.W.2d 528 (Neb. 2001) (intervenor may raise only claims involving same core issues between existing parties)
Spear T Ranch v. Knaub, 271 Neb. 578, 713 N.W.2d 489 (Neb. 2006) (intervenor must allege direct legal interest; allegations assumed true for motion to intervene)
Basin Elec. Power Co-op v. Little Blue N.R.D., 219 Neb. 372, 363 N.W.2d 500 (Neb. 1985) (orders denying intervention are final and appealable)
School Dist. of Gering v. Stannard, 196 Neb. 367, 242 N.W.2d 889 (Neb. 1976) (an intervenor takes the suit as found and is bound by prior determinations)
Drainage District v. Kirkpatrick-Pettis Co., 140 Neb. 530, 300 N.W. 582 (Neb. 1941) (same principle: intervenor may not relitigate matters already decided)
Trainum v. Sutherland Assocs., 263 Neb. 778, 642 N.W.2d 816 (Neb. 2002) (appellate courts independently review questions of law, including intervention)
Guardian Tax Partners v. Skrupa Invest. Co., 295 Neb. 639, 889 N.W.2d 825 (Neb. 2017) (jurisdictional and intervention principles reaffirmed)