Wayne L. Ryan Revocable Trust v. Ryan
297 Neb. 761
| Neb. | 2017Background
- Streck, Inc. is a closely held Nebraska corporation; Dr. Wayne Ryan and family trusts (the Wayne L. Ryan Revocable Trust (RRT) and the Eileen Ryan Revocable Trust (ERRT)) own substantial shares; Connie Ryan is CEO and majority voting shareholder.
- In Oct. 2014 the RRT sued Streck and Connie seeking dissolution for shareholder oppression and other relief; Streck timely invoked Neb. Rev. Stat. § 21-20,166 by electing to purchase the RRT’s shares rather than allow dissolution.
- The district court stayed the dissolution litigation to determine the fair value of the RRT’s shares; the only remaining live issue after cross-motions was the fair-value determination.
- Stacy Ryan (a non-shareholder but ERRT income beneficiary) filed an intervention complaint in 2015 that was denied; later (May 2016), Stacy and four ERRT income beneficiaries (the intervenors) filed another complaint in intervention seeking to challenge the validity of Streck’s election and to relitigate the already-decided summary-judgment ruling that the election was valid.
- The district court struck the second complaint as untimely, asserting intervenors had only an indirect interest and were attempting to relitigate issues already decided; the intervenors appealed, and the Nebraska Supreme Court affirmed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Jurisdiction over appeal from order denying intervention | Intervenors assumed appealable; no defense on jurisdiction advanced | Streck argued § 25-1315 precluded appealability of the order denying intervention | Court held the order denying intervention is a final, appealable order; § 25-1315 did not supersede existing final-order jurisprudence |
| Right to intervene under Neb. Rev. Stat. § 25-328 (direct legal interest) | Intervenors claimed direct legal interest as ERRT beneficiaries whose nonvoting shares would be diluted if Streck purchased RRT shares | Streck/Connie argued intervenors had only indirect, remote interest (income beneficiaries of ERRT holding nonvoting shares) and no direct legal interest in the pending fair-value issue | Court held intervenors lacked the requisite direct and legal interest; indirect or conjectural interest is insufficient for statutory intervention |
| Timeliness / relitigation (intervention after summary judgment) | Intervenors sought to reopen/relitigate the already-decided summary-judgment ruling on the election’s validity and obtain discovery | Streck/Connie argued intervention was untimely and impermissible because the election’s validity had been decided and an intervenor must take the case as he finds it | Court held intervention was properly denied because intervenors sought to relitigate issues already adjudicated; an intervenor cannot relitigate previously decided matters |
| Equitable intervention as alternative basis | Intervenors suggested equity might permit intervention despite statutory failure (argued on appeal) | Streck/Connie noted no equitable intervention was pled or argued below | Court declined to consider equitable intervention because it was not presented to or decided by the trial court; appellate courts will not consider new issues not raised below |
Key Cases Cited
- Ruzicka v. Ruzicka, 262 Neb. 824 (affirming limits on intervention to matters related to existing parties’ core issues)
- Spear T Ranch v. Knaub, 271 Neb. 578 (2006) (intervenor must show direct and legal interest; indirect interest insufficient)
- Kirchner v. Gast, 169 Neb. 404 (1959) (claim arising from same facts alone does not confer right to intervene)
- School Dist. of Gering v. Stannard, 196 Neb. 367 (1976) (an intervenor must take the suit as he finds it)
- Drainage Dist. v. Kirkpatrick-Pettis Co., 140 Neb. 530 (1941) (intervenor bound by prior determinations; cannot relitigate)
- Arizona v. California, 460 U.S. 605 (1983) (general principle that relitigation of decided issues by intervenors is disfavored)
- Basin Elec. Power Co-op v. Little Blue N.R.D., 219 Neb. 372 (1985) (orders denying intervention are final and appealable)
- Guardian Tax Partners v. Skrupa Invest. Co., 295 Neb. 639 (2017) (related procedural authority cited by court)