Wayne L. Ryan Revocable Trust v. Ryan
297 Neb. 761
| Neb. | 2017Background
- Streck, Inc., a family-controlled Nebraska corporation, faced a dissolution suit filed in Oct. 2014 by the Wayne L. Ryan Revocable Trust (RRT) alleging shareholder oppression and seeking dissolution.
- Streck timely filed an "Election to Purchase" the RRT’s shares under Neb. Rev. Stat. § 21-20,166, and the district court stayed dissolution proceedings to determine fair value of the RRT’s shares.
- The district court granted cross-motions for partial summary judgment: it ruled the election was valid and that discounts should not be applied in valuing the RRT’s shares, leaving only fair value to be determined at trial.
- Stacy Ryan (a former shareholder and ERRT income beneficiary) filed an unsuccessful intervention in 2015; in May 2016 Stacy and four adult children (intervenors) filed a second complaint in intervention challenging the validity of Streck’s election and alleging dilution of ERRT beneficiaries’ interests.
- The district court struck the second complaint in intervention as untimely, based on only an indirect interest of the intervenors, and because it sought to relitigate issues already resolved by summary judgment; the intervenors appealed.
- The Nebraska Supreme Court affirmed, holding the intervenors sought to relitigate already-decided matters and lacked the requisite direct legal interest for statutory intervention; equitable intervention was not raised below and thus not considered on appeal.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Jurisdiction: Is the order denying intervention appealable? | Intervenors treated order as final and appealable. | Streck argued order was not appealable under § 25-1315. | Order denying intervention is a final, appealable order; appellate court has jurisdiction. |
| Statutory intervention: Do intervenors have a direct legal interest under § 25-328? | Intervenors (ERRT beneficiaries) argued the election dilutes ERRT interests and they will lose value. | Streck/Connie argued intervenors are only indirect, nonshareholder beneficiaries with no direct stake in the remaining issue (fair value). | Intervenors lacked a direct legal interest; indirect/remote interest insufficient for statutory intervention. |
| Timeliness / relitigation: Can intervenors challenge the validity of the election after summary judgment? | Intervenors sought to vacate/relitigate the court’s earlier summary judgment on the election’s validity and obtain discovery. | Streck/Connie argued issues were already decided by summary judgment; intervention to relitigate is impermissible and untimely. | Intervention was properly denied because intervenors sought to relitigate matters already determined and must take the suit as they found it. |
| Equitable intervention: Should court allow intervention in equity despite statutory failure? | Intervenors implied equitable relief was appropriate to protect ERRT beneficiaries. | Defendants noted intervenors did not plead or argue equitable intervention below. | Court declined to consider equitable intervention on appeal because it was not raised or decided in district court. |
Key Cases Cited
- Ruzicka v. Ruzicka, 262 Neb. 824, 635 N.W.2d 528 (2001) (intervention claims must involve same core issue as existing parties)
- Spear T Ranch v. Knaub, 271 Neb. 578, 713 N.W.2d 489 (2006) (intervenor must have direct legal interest affected by judgment)
- Trainum v. Sutherland Assocs., 263 Neb. 778, 642 N.W.2d 816 (2002) (appellate review of statutory questions of intervention is de novo)
- School Dist. of Gering v. Stannard, 196 Neb. 367, 242 N.W.2d 889 (1976) (intervenor takes the case as found; bound by prior determinations)
- Arizona v. California, 460 U.S. 605 (1983) (authority recognizing that intervention does not permit relitigation of already-decided issues)