Greg HOLLENBACH, Petitioner, v. SALT LAKE CITY CIVIL SERVICE COMMISSION and Salt Lake City Corporation, Respondent.
No. 20121073-CA.
Court of Appeals of Utah.
March 7, 2013.
2013 UT App 62
and nature of the conflicting interest ... and all facts known to the director respecting the subject matter of the transaction that an ordinarily prudent person would reasonably believe to be material to a judgment about whether or not to proceed with the transaction.” Id. §§
¶ 41 The 2009 Ratification resolved any conflict of interest problem with the transfer of shares to Schenk. Summary judgment was therefore proper.
V. BECAUSE THE 2009 RATIFICATION BY THE BOARD DISPOSES OF THE CASE, WE DECLINE TO ADDRESS THE 2010 SHAREHOLDER VOTE
¶ 42 Because the 2009 Ratification by the Board mooted the need for a fairness hearing and completely resolved any conflict of interest problem, questions regarding the validity of the 2010 shareholder vote are moot. We therefore decline to address them.
CONCLUSION
¶ 43 We hold that the district court did not violate the law of the case doctrine. Under that doctrine, it remained free to reconsider an issue it had previously decided. We additionally hold that the district court did not violate our mandate in McLaughlin I. There was nothing in McLaughlin I to prohibit the corporation from taking post-remand action. Although the holding in McLaughlin I relating to shareholder fiduciary duties has been superseded by statute, because the statute is not retroactive, it is not dispositive in this case. The 2009 Ratification by the Board of Directors mooted the need for a fairness hearing by completely resolving any conflict of interest problem. We therefore affirm the summary judgment entered by the district court.
Justice PARRISH authored the opinion of the Court, in which Chief Justice DURRANT, Associate Chief Justice NEHRING, Justice DURHAM, and Justice LEE joined.
Marcus M. Mumford and Bret W. Rawson, Attorneys for Petitioner.
Martha S. Stonebrook and J. Elizabeth Haws, Attorneys for Respondent Salt Lake City Corporation.
Before Judges ORME, THORNE, and ROTH.
PER CURIAM:
¶ 1 Greg Hollenbach seeks review of the Salt Lake City Civil Service Commission‘s December 13, 2012 discovery and pre-hearing order. This matter is before the court on Salt Lake City Corporation‘s motion for summary disposition based upon lack of jurisdiction.1
¶ 2
(1) Has administrative decisionmaking reached a stage where judicial review will not disrupt the orderly process of adjudication?;
(2) Have rights or obligations been determined or will legal consequences flow from the agency action?; and
(3) Is the agency action, in whole or in part, not preliminary, preparatory, procedural, or intermediate with regard to subsequent agency action?
Union Pac. R.R. Co. v. State Tax Comm‘n, 2000 UT 40, ¶ 16, 999 P.2d 17.
¶ 3 The December 13, 2012 order is not final. First, judicial review of the discovery and “pre-trial” order would certainly disrupt the orderly process of adjudication. It would delay final resolution of the proceeding. Second, no rights or obligations have been determined by the Civil Service Commission, which merely defined the scope of discovery and a procedure for the final hearing. Finally, the order is clearly a preliminary, preparatory and procedural order, which anticipates further action by the Civil Service Commission. Therefore, the December 13, 2012 order is not a final order. Accordingly, this court has no jurisdiction to review the order. See
¶ 4 Accordingly, the petition for review is dismissed without prejudice to the filing of a timely appeal from a final order.