Wayne L. Ryan Revocable Trust v. Ryan
297 Neb. 761
| Neb. | 2017Background
- Streck, Inc., a closely held Nebraska corporation, was sued for shareholder oppression and breach of fiduciary duty by the Wayne L. Ryan Revocable Trust (RRT), which sought dissolution.
- Streck timely filed an election under Neb. Rev. Stat. § 21-20,166 to purchase the RRT’s shares rather than permit dissolution; the court stayed the dissolution action to determine fair value.
- The district court granted cross motions for partial summary judgment: it held Streck validly exercised the election and ordered that only the fair-value determination remained for trial.
- Stacy Ryan (a Ryan family member and ERRT income beneficiary) first unsuccessfully sought to intervene with unrelated claims while the case was stayed; that attempt was denied and not appealed.
- Over a year after the election and after summary judgment on its validity, Stacy and three adult children (the intervenors) filed a second complaint in intervention seeking to challenge the validity of Streck’s election and to reopen discovery; the district court struck the complaint as untimely, showing only an indirect interest, and because it sought to relitigate settled issues.
- The Nebraska Supreme Court affirmed, holding the intervenors lacked the required direct legal interest and could not relitigate issues already resolved before they sought to intervene.
Issues
| Issue | Plaintiff's Argument (Intervenors) | Defendant's Argument (Streck/Connie) | Held |
|---|---|---|---|
| Whether the intervenors have a statutory right to intervene under § 25-328 | Intervenors: as ERRT income beneficiaries whose interests would be diminished by the purchase, they have a direct legal interest and should be allowed to challenge the election’s validity | Streck/Connie: intervenors are only indirect beneficiaries (nonshareholders), the only remaining issue is fair value, and intervenors seek to relitigate matters already decided; intervention is untimely and futile | Court: intervention denied — intervenors lacked the requisite direct legal interest and sought to relitigate previously decided issues |
| Whether intervention was untimely | Intervenors: timing should not bar their statutory right to be heard about an action that affects their interests | Streck/Connie: motion came after summary judgment on election validity and over a year after the election — too late | Court: untimely; intervenors must take the suit as they find it and cannot reopen decided issues |
| Whether court could fashion equitable intervention (alternative basis) | Intervenors: (argued on appeal) equity should allow intervention to protect ERRT beneficiaries | Streck/Connie: district court record lacked equitable-intervention claim and trial court was not asked to grant equitable relief | Court: not considered — equitable intervention was not pleaded below or argued to the trial court; appellate courts won’t decide issues not presented to trial court |
| Whether order striking intervention is final and appealable | Intervenors: appeal allowed from order striking complaint | Streck: argued appeal lacked jurisdiction under § 25-1315 | Court: order denying intervention is a final, appealable order; jurisdiction exists |
Key Cases Cited
- Ruzicka v. Ruzicka, 262 Neb. 824, 635 N.W.2d 528 (Neb. 2001) (intervenor must raise claims involving the same core issue as existing parties)
- Spear T Ranch v. Knaub, 271 Neb. 578, 713 N.W.2d 489 (Neb. 2006) (intervenor must have direct legal interest that will be affected by judgment)
- Kirchner v. Gast, 169 Neb. 404, 100 N.W.2d 65 (Neb. 1959) (indirect or conjectural interest is insufficient for intervention)
- School Dist. of Gering v. Stannard, 196 Neb. 367, 242 N.W.2d 889 (Neb. 1976) (intervenor is bound by prior determinations; must take suit as found)
- Basin Elec. Power Co-op v. Little Blue N.R.D., 219 Neb. 372, 363 N.W.2d 500 (Neb. 1985) (order denying intervention is appealable)
- Drainage District v. Kirkpatrick-Pettis Co., 140 Neb. 530, 300 N.W. 582 (Neb. 1941) (intervenor cannot relitigate issues already decided)
- Arizona v. California, 460 U.S. 605, 103 S. Ct. 1382, 75 L. Ed. 2d 318 (U.S. 1983) (general principle that intervenor takes case as it finds it and cannot relitigate decided matters)