Wayne L. Ryan Revocable Trust v. Ryan
297 Neb. 761
| Neb. | 2017Background
- Streck, Inc., a Nebraska corporation founded by Dr. Wayne L. Ryan, faced a shareholder oppression and fiduciary duty suit filed by the Wayne L. Ryan Revocable Trust (RRT) seeking dissolution.
- Streck elected under Neb. Rev. Stat. § 21-20,166 to purchase the RRT’s shares rather than dissolve; the district court stayed the dissolution and limited proceedings to determining the fair value of the RRT’s shares.
- The district court granted cross-motions for partial summary judgment: (1) discounts should not be applied when determining fair value, and (2) Streck validly exercised its election to purchase the RRT’s shares; only fair-value determination remained for trial.
- Stacy Ryan (a former shareholder and ERRT income beneficiary) earlier filed and was denied a complaint in intervention; later Stacy and four ERRT income beneficiaries (the intervenors) filed a second complaint seeking to challenge the validity of Streck’s election and to relitigate the summary-judgment ruling.
- The district court struck the intervenors’ complaint, finding they had only an indirect interest, their claims were untimely, and they sought to relitigate matters already decided; the intervenors appealed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the court had jurisdiction to hear the appeal from the order denying intervention | Intervenors appealed; implicitly assumed appealable | Streck argued the order was not final under § 25-1315 so appeal should be dismissed | Court held the order denying intervention is a final, appealable order and it had jurisdiction |
| Whether intervenors had a statutory right to intervene under Neb. Rev. Stat. § 25-328 | Intervenors claimed a direct legal interest as ERRT income beneficiaries whose interests would be diminished by Streck’s purchase of RRT shares | Streck/Connie argued intervenors had only indirect, remote interest (not shareholders) and remaining issue was fair value, not election validity | Court held intervenors had only an indirect interest; statutory intervention not satisfied |
| Whether intervenors’ complaint was timely | Intervenors argued they could timely intervene to challenge the election validity | Streck/Connie argued intervention was untimely because summary judgment on election had been entered and proceeding was limited to fair value | Court held intervention was untimely and would improperly relitigate issues already decided |
| Whether the court could grant relief sought by intervenors (relitigate election validity) | Intervenors sought to vacate/amend the summary-judgment order and obtain discovery on election validity | Defendants argued an intervenor must take the case as found and cannot relitigate previously decided issues; allowing intervention would be futile | Court held intervenors sought to relitigate settled issues; relief could not be fashioned and complaint was properly stricken |
Key Cases Cited
- Ruzicka v. Ruzicka, 262 Neb. 824 (Neb. 2001) (intervention must involve same core issue as existing parties)
- Basin Elec. Power Co-op v. Little Blue N.R.D., 219 Neb. 372 (Neb. 1984) (order denying intervention is final and appealable)
- Spear T Ranch v. Knaub, 271 Neb. 578 (Neb. 2006) (intervenor must show direct and legal interest; factual allegations assumed true on motion to intervene)
- Kirchner v. Gast, 169 Neb. 404 (Neb. 1959) (mere common factual origin of claims does not suffice for intervention)
- School Dist. of Gering v. Stannard, 196 Neb. 367 (Neb. 1976) (intervenor bound by determinations made before intervention)
- Drainage District v. Kirkpatrick-Pettis Co., 140 Neb. 530 (Neb. 1941) (intervenor must take the suit as found; cannot relitigate prior determinations)
- Arizona v. California, 460 U.S. 605 (U.S. 1983) (right to intervene does not permit relitigation of matters already decided)
- Guardian Tax Partners v. Skrupa Invest. Co., 295 Neb. 639 (Neb. 2017) (jurisdictional and final-order principles in intervention context)