Wayne L. Ryan Revocable Trust v. Ryan, 901 N.W.2d 671

Streck, Inc., a Nebraska corporation founded by Dr. Wayne L. Ryan, faced a shareholder oppression and breach-of-fiduciary-duty suit filed by the Wayne L. Ryan Revocable Trust (RRT) seeking dissolution.
Under Neb. Rev. Stat. § 21-20,166, Streck timely elected to purchase the RRT’s shares instead of dissolution; the court stayed the dissolution and focused the case on determining the fair value of the RRT’s shares.
The district court granted cross-motions for partial summary judgment: it held Streck’s election valid and that discounts should not be applied to the fair-value determination; only fair value remained for trial.
Stacy Ryan (a former shareholder and ERRT income beneficiary) filed an initial intervention complaint (denied). Later, Stacy and three adult children (the intervenors), income beneficiaries of the Eileen Ryan Revocable Trust (ERRT), filed a second complaint in intervention seeking to challenge the validity of Streck’s election and to relitigate the summary-judgment rulings.
The district court struck the second complaint, finding the intervenors lacked a direct, legal interest in the remaining issue (fair value), their proposed claims sought to relitigate issues already decided, and intervention was untimely; the intervenors appealed.
The Nebraska Supreme Court affirmed, holding the intervenors sought to relitigate matters already decided and therefore intervention was properly denied.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Jurisdiction to appeal denial of intervention	Intervenors: order is appealable	Streck: order fails § 25-1315 formalities so not appealable	Court: order denying intervention is final and appealable; jurisdiction exists
Right to statutory intervention under § 25-328	Intervenors: as ERRT income beneficiaries, they have interest because Streck’s purchase will dilute ERRT value	Streck/Connie: intervenors only have indirect interest (income beneficiaries), not direct legal interest in litigation; remaining issue is fair value of RRT shares	Court: intervenors lacked direct, legal interest; indirect/remote interest insufficient; statutory intervention denied
Timeliness / relitigation	Intervenors: permitted to intervene to challenge validity of election and seek discovery despite summary judgment	Defendants: summary judgment already decided election validity; intervention to relitigate decided issues untimely and impermissible	Court: an intervenor must take suit as found; cannot relitigate decided matters; intervention was untimely and properly struck
Equitable intervention alternative	Intervenors (on appeal): court could allow equitable intervention	Defendants: equitable intervention not pleaded or argued below	Court: equitable intervention was not raised below; appellate court will not consider new theory; affirmed strike

Ruzicka v. Ruzicka, 262 Neb. 824, 635 N.W.2d 528 (Neb. 2001) (intervention claims must involve same core issue)
Spear T Ranch v. Knaub, 271 Neb. 578, 713 N.W.2d 489 (Neb. 2006) (intervenor must show direct, legal interest; courts assume intervenor allegations true for leave motions)
Kirchner v. Gast, 169 Neb. 404, 100 N.W.2d 65 (Neb. 1959) (mere factual connection to a suit does not satisfy intervention interest requirement)
Trainum v. Sutherland Assocs., 263 Neb. 778, 642 N.W.2d 816 (Neb. 2002) (appellate courts independently review legal questions)
School Dist. of Gering v. Stannard, 196 Neb. 367, 242 N.W.2d 889 (Neb. 1976) (intervenor is bound by prior determinations; must take case as found)
Arizona v. California, 460 U.S. 605 (U.S. 1983) (general principle: intervention does not permit relitigation of already-decided matters)