Wayne L. Ryan Revocable Trust v. Ryan
297 Neb. 761
| Neb. | 2017Background
- Streck, Inc., a closely held Nebraska corporation, was sued in 2014 by the Wayne L. Ryan Revocable Trust (RRT) for shareholder oppression and breach of fiduciary duty seeking dissolution.
- Streck timely filed an election under Neb. Rev. Stat. § 21-20,166 to purchase the RRT’s shares rather than allow dissolution; the court stayed the dissolution claim and directed limited discovery on fair value.
- The court granted cross-motions for partial summary judgment: (1) discounts should not be applied in valuing the RRT shares, and (2) Streck validly exercised its § 21-20,166 election; only fair-value determination remained for trial.
- While the case was stayed, Stacy (a Ryan family member and ERRT income beneficiary) earlier sought to intervene and was denied; no appeal was taken from that denial.
- More than a year after Streck’s election and after the summary-judgment rulings, Stacy and three adult children (the intervenors) filed a second complaint in intervention attempting to challenge the validity of Streck’s election and seeking discovery and reconsideration of the election ruling.
- The district court struck the second complaint as untimely, based on only an indirect interest (they were ERRT income beneficiaries holding nonvoting interests), and because the intervenors sought to relitigate issues already decided; the Supreme Court affirmed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether intervenors have a statutory right to intervene under Neb. Rev. Stat. § 25-328 (direct and legal interest) | Intervenors argued their rights as ERRT income beneficiaries would be diminished by Streck’s purchase of RRT shares, giving a direct legal interest. | Streck/Connie argued intervenors only had an indirect, remote interest (income beneficiaries of nonvoting shares) and thus lacked the required direct legal interest. | Court held intervenors lacked the necessary direct and legal interest; their interest was indirect and conjectural. |
| Whether the intervention was timely | Intervenors argued they should be allowed to intervene despite timing because their interests were affected and they sought discovery. | Defendants argued intervention was untimely because dispositive rulings (validity of the election) had already been entered and intervention would expand/reopen settled issues. | Court held intervention was untimely as to the issues the intervenors sought to raise and would impermissibly relitigate settled matters. |
| Whether the court could fashion equitable relief allowing intervention to relitigate the election validity | Intervenors contended equitable intervention should be permitted to protect ERRT beneficiaries. | Defendants argued the intervenors did not plead equitable intervention in district court and could not relitigate prior rulings. | Court held equitable intervention was not preserved below and, in any event, intervention does not permit relitigation of issues already decided. |
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 (explaining requirement of a direct and legal interest for intervention)
- School Dist. of Gering v. Stannard, 196 Neb. 367 (an intervenor must take the suit as he finds it)
- Basin Elec. Power Co-op v. Little Blue N.R.D., 219 Neb. 372 (orders denying intervention are final and appealable)
- Arizona v. California, 460 U.S. 605 (intervention does not permit relitigation of matters already decided)