417 S.W.3d 856
Mo. Ct. App.2014Background
- Weltmer was a Signature shareholder and employee working at the South Division office under a 2001 Employment Agreement and a separate Shareholder Agreement.
- Weltmer was terminated for cause on August 5, 2009, and Signature paid two liquidation checks totaling $168,734.80 with a note reducing by amounts he owed; Weltmer signed and deposited the checks, labeling them “partial buy out.”
- Weltmer sued Signature asserting breach of the Employment Agreement (termination not for cause) and breach of the Shareholder Agreement (improper liquidation and accounting).
- Signature moved for summary judgment arguing no breach, accord and satisfaction via the checks, and proper liquidation; Signature supported its position with a seven-member board vote at a July 2009 special meeting, and calculated Weltmer’s equity values in Signature, SLCOG, SLCOG Property, and Premier.
- Weltmer contended there were more than seven board members listed on the Missouri Secretary of State site, challenging the termination basis and the grounding for the board vote; he also disputed the equity valuations and the claim of accord and satisfaction.
- The trial court granted partial summary judgment to Signature; on appeal, the court reversed in part, remanding to determine the proper liquidated equity amount, and noted issues regarding discovery and attorney fees, ultimately reversing the attorney-fee award and remanding for the liquidated-amount determination.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the written board resolution is admissible and binding on the termination for cause | Weltmer: resolution is unauthenticated hearsay; board size disputed. | Signature: resolution is a valid business-record; board seven members signed. | Resolution properly admitted; no genuine issue on board size under the bylaws. |
| Whether there was accord and satisfaction by Weltmer cashing the checks | Weltmer: no express full-release; acceptance did not extinguish claims. | Signature: checks show net balance due but lacked express full-satisfaction language. | No accord and satisfaction; genuine fact issue on liquidation amount remains. |
| Whether the liquidated value of Weltmer’s equity was properly calculated | Weltmer: Zaegel's valuation basis and book value questioned; insufficient basis shown. | Signature: valuation supported by documents; expert detail may be lacking but calculation stands. | Issue of material fact on valuation remains; summary judgment improper in part. |
| Whether Signature should be awarded attorney fees | Weltmer: summary judgment reversed, fees improper. | Signature prevailing party; fees warranted. | Attorney-fee award reversed due to reversal of summary judgment. |
| Whether the trial court erred in denying Weltmer additional discovery time | Weltmer: needed discovery to challenge Zaegel’s basis and other matters. | Signature: no clear ruling or proper record to review. | Point not reviewable on record; denial affirmed. |
Key Cases Cited
- ITT Commercial Fin. Corp. v. Mid-Am. Marine Supply Corp., 854 S.W.2d 371 (Mo. banc 1993) (summary-judgment burden on movant; absence of genuine issues of material fact)
- Meramec Valley R-III Sch. Dist. v. City of Eureka, 281 S.W.3d 827 (Mo.App.E.D.2009) (standard for opposing summary judgment; burden on non-movant)
- United Petroleum Serv., Inc. v. Piatchek, 218 S.W.3d 477 (Mo.App.E.D.2007) (business-record admissibility; foundation requirements)
- Davolt v. Highland, 119 S.W.3d 118 (Mo.App.W.D.2003) (business-records exception to hearsay; authentication)
- Payne v. Cornhusker Motor Lines, Inc., 177 S.W.3d 820 (Mo.App.E.D.2005) (admissibility and authentication of business records)
- Clark v. Traders Ins. Co., 951 S.W.2d 750 (Mo.App.W.D.1997) (accord and satisfaction language requirements)
- McKee Const. Co. v. Stanley Plumbing & Heating Co., 828 S.W.2d 700 (Mo.App.S.D.1992) (express release language for accord and satisfaction)
- Sakabu v. Regency Const. Co., Inc., 392 S.W.3d 494 (Mo.App.E.D.2012) (quantum of proof for summary-judgment determination of valuations)
- Jordan v. Peet, 409 S.W.3d 553 (Mo.App.W.D.2013) (non-movant’s response; incomplete defense does not mandate judgment for movant)
- Goerlitz v. City of Maryville, 333 S.W.3d 450 (Mo. banc 2011) (standard for de novo review of summary-judgment on appeal)