*1 $119,550. Emlyn paid his him for it—for a net of price, and sur- for deemed $46,000 money in Additionally, jury had that and the have awarded vivors would effect, generated thereafter. punitive damages. Although income it the trial jury restored to precisely that is what the prejudg- rejected court Lorraine’s claim family of the stock value the Jones interest, legal in order to make the —the from the date of the its increase 1966 and purely compensatory, my view remedy but, addition, jury also sale; awarded pre post verdict she should recover and $46,000 punishment damages of punitive pu- compensatory interest on fraud. for his to Kvamme damages nitive from the date of the fraud. done, suggest If I that she would be that is in 1966 to the sold Had the stock been remedy, adequate legal afforded an which company’s re- pursuant to the corporation Emlyn substantially place her in a status presumably would demption “policy,” ante, quo making unnecessary When the to resort paid its value. would have been later, many years he alleged equitable remedy sold to an of re- corporation was been scission, itself, not then have approved by or his survivors would which any part any increment to claim majority, unexpected, able results an Moreover, that scenario re- had its value. my might what view be characterized as situation, later ac- the true due to flected undeserved, windfall. Kvamme, to this quisitions unrelated transaction, ultimately Kvamme would profit reaped the from sale
have majority, in addition to affirm- however, full, apparently restitution penalty in ex- approve an additional
would theory unjust
cess of million on $½ though had the 1966
enrichment—even Emlyn thought, then transaction been as SHEREK, Appellant, Donald P. paid and had he been the then true value of v. stock, he or his survivors could have INDEPENDENT SCHOOL DISTRICT acquired nothing more. It seems to me 699, GILBERT, Minnesota, NO. missing Nothing link that the is causation. Respondent, justifies assumption I find in the record underlying majority position, that had fraud, Emlyn it not for the and his been Eleven, Beste, Laurance Thomas profit. realized this survivors would have defendants, Kriska, David rule Emlyn Had sold the stock back to the com- Respondents. pany in he had the would Additionally, stock in 1978 to sell. without No. C8-88-1284. doubt, many slightest other factors Supreme of Minnesota. Court greatly inflated val- contributed to corporation ue of the which had —factors 5, 1990. Jan. nothing jury-found to do with Kvamme’s Therefore, suggest fraud. I that the ma-
jority’s upon Janigan Taylor reliance There,
misplaced. alleged fraud relat- representation companies’
ed to a prospects prospects
business as those
might com- affect the value of stock—a setting, my opinion,
pletely different
than we are faced with here. Emlyn’s
By jury its verdict the awarded
widow the true value of the stock at Emlyn had
time sold it—less what Kvamme *2 Kaspari, Kaspari,
Richard L. Garber & Park, appellant. St. Louis Neff, Lager, Virginia, Scott C. Neff & for School Dist. # 699. Robins, Engdahl, Kaplan,
Brad P. Miller Ciresi, Minneapolis, & for rule 19 defen- dant Kleven. Duluth, Bye,
Don L. for rule 19 defen- dant Beste. (Minn.App.1986)
KEITH,
437 INDEPENDENT SCHOOL DISTRICT the school other available grades li- # shall discontinue in which in fields [Eveleth] district through those students shall be shall be in censed. Reinstatement INDEPENDENT placement on leave instructed SCHOOL inverse order of # this DISTRICT 699 accordance with absence. * * * agrees agreement. [E]ach 6b(e) (emphasis Minn.Stat. § pupils shall educate the added). grades in the other other district agree that section Defendants has discontinued accordance rights, but governs 6b recall Sherek’s agreement. with this ICA, argue that under the *4 VI, Concomitantly Article 6.1 defines the arts, computer, and for industrial Gilbert employment respect status of teachers with merely from Evel- gifted children “moved” to each district: “merger.” the to as a result of eth Gilbert Employees of and student teachers Therefore, positions the were not “avail- each school district shall not be con- argument in is disin- able” Gilbert. employees sidered of the other district light legislative intent of genuous in of the any purpose whatsoever. (“IDCA”) Cooperation Act the Interdistrict the terms of the ICA itself. provisions Examination of the ICA in light purpose of section 122.541 legislature Inter- In the enacted the separateness makes the of clear continued (IDCA), Act Cooperation Minn.Stat. district the Gilbert and Eveleth school districts. to underlying purpose 122.541. Its was § 2.1, Eveleth, II, separate Under Article as a retain enable smaller school districts to district, discontinuing grades school is 7-9. identity in face independence and the their Gilbert, district, separate taking also as a hardships. to of economic Prior enactment responsibility for instruction of Evel- IDCA, required statutes all of Minnesota VI, in pupils grades eth’s 7-9. Article 6.1 in- independent to offer school districts employed by makes clear that teachers grades they if re- struction in all were to district are to be considered teachers aid. enrollment declined tain state As any pur- employed the other district for districts, providing smaller the instruction short, the pose In ICA lan- whatsoever. grades hardships in all caused economic policy guage expressly reflects behind that resulted in discontinuance of certain keeping section 122.541 of school districts an (cid:127)classes. Consolidation was available a independent. separate Gilbert remains avoiding hardships, means those but of independent offering instruc- school district many opposed of the smaller districts con- grades tion in K-9 while Eveleth retains its its a solidation as inevitable result would be offering in- identity as a school Desiring to community identity. loss of grades K-6 10-12. Each struction provide whereby a means small districts pupils of the other for district takes identity and continue could maintain their grades the other district education aid, yet with to receive state not be saddled discontinued. leg- providing grades, instruction all In- islature enacted Minn.Stat. 122.541. separateness very It is this and con cooperation a
terdistrict was to be flexible tinuing independence of the two districts permitted It alternative to consolidation. po concept of which defines the “available pair to each other as districts purposes of sition” for fit, thereby dis- protecting saw small 6b(e). In order for Gilbert fulfill its by larger being swallowed tricts from obligations the ICA to instruct Evel- under school districts. 7-9, grades four pupils eth Gilbert added ICA, As of industrial arts. Taking advantage of the Interdistrict Co- sections Act, underlying purpose conformity with the operation and Eveleth entered Gilbert IDCA, po spring refers to discontinuance of into an ICA the of 1986. Article II, in one and instruction 2.1 of the ICA defines the basic edu- sitions affected, there is parameters pupils other of those no cational each district: “moving” “merger” of the districts In Al- nor teacher. this mistaken. positions though protects employ- from Eveleth to as section 122.541 argued. Rather, continuing when defendants Gilbert ment of contract teachers whose positions positions increased its industrial arts have been discontinued as a result computer agreement, instruction of an cooperation commenced interdistrict students, gifted posi- places programs for those limit protection. on that Teachers losing positions employed by tions became available Gilbert. Under would be 6b(e), they assigned a cooperating district or ex- positions.” change only possible. “available we hold that teachers insofar words, teaching when school district must add legislature other enacted sub- positions grades govern regard- certain to accommodate division 5 to district actions pupil by imple- employment continuing increased load caused Cooperation mentation of an Interdistrict teachers whose discon- been Agreement pursuant into cooper- entered to Minn. tinued as a an interdistrict agreement, teaching Stat. so ation employ- but mandated positions” displaced created are considered ment of only “available teachers ex- *5 purposes possible. within that district for of Minn. tent 125.12, 6b(e). Stat. subd. § possible The extent to which it is for position clear that a is avail- Once is cooperating a employ, or for to a able, turn seniority district must to its teacher, assign district to exchange as an a to reinstate from lists to decide whom displaced by cooperation teacher agree a ULA. Because district has entered into by position availability ment is limited and agreement, cooperation an interdistrict ranking. seniority availability, Position as seniority above, both com- the relevant list its separately discussed is determined position by is determined Minn.Stat. for independent each school district accord 122.541, provides: ing 5 which they subd. to whether add must or discontin § positions ue obligations to fulfill un their possible,
Insofar as teachers who have der Seniority an ICA. ac determined acquired continuing rights and contract cording seniority to a combined list. positions whose are discontinued as a agreement em- shall be Thus, 122.541, under section subd. by cooperating ployed a district or as- positions teachers whose have been discon- cooperating signed to teach a cooper-" tinued reason of an interdistriet exchange pursuant as teachers to section placed ation agreement will on be ULA. po- necessary, 125.13. If teachers whose All as teachers on whether a result sitions are discontinued as a result of the cooperation otherwise, agreement or agreement acquired and who have con- seniority will be included the combined tinuing placed shall be 122.541, provided by list subd. 5. unrequested leave of absence fields in Then, on the basis of available which in the licensed inverse above, defined teachers on be ULA will employed by order which 125.12, pursuant reinstated to section subd. district, according cooperating to a com- 6b(e), seniority according to as listed on the seniority bined list teachers in the possible, list. depend- combined Insofar as cooperating districts. ing on seniority posi- and available tions, displaced by cooperation teachers 122.541, Minn.Stat. subd. 5.1 § agreement employed aby cooperat- will be argue, effect, Defendants that subdivi- assigned exchange district or as an requires seniority sion use of combined teacher. list only displaced by after all teachers short, employed by coop- ICA have first been teachers on erating exchange district or assigned pursuant of absence be to must reinstated 1. by entitling Seniority It should be noted that 1989 amendments to subdivision it: "Combined quoted section 122.541 have not affected List”. portion, but do illuminate the essence of the 125.12, 6b(b), (e) (h) when it 6b(e) according to subd. subd. Minn.Stat. failed, for list of man- to reinstate Sherek seniority teachers the combined by Minn.Stat. within licensure. dated available Reversed. of the statutes Finally, examination precedent legislative intent and light of combined that the
compels KELLEY, the conclusion (dissenting): Justice required seniority list reasons respectfully I dissent 5 includes all teachers majority opinion in Judge stated Randall's are on and Gilbert who both Eveleth from appeals. in the court of Sherek v. placement or not ULA whether 699, 435 School Dist. No. implementation from resulted ULA (Minn.App.1989). ICA. requires Statutory construction C.J., POPOVICH, joins in dissent accord- phrases are construed “[w]ords KELLEY, J. according to grammar and ing to rules of * usage approved their common *. (1988). 645.08(1) Minn.Stat. § join seniority means to lists combine into districts lists of the two coming from would
list. list Sherek’s name because to include 6b(b) mandates
Minn.Stat. § *6 placed on seniority for. teachers lists SCHILTZ, Respondent, Earl W. 6b(h) while v. (1988) rights once on such a protects 6b(h) states: As Minnesota, list. DULUTH, CITY OF petitioner, Appellant. shall absence continuing rights impair the contract not No. C3-89-53. in a of credit or result loss teacher Supreme of Minnesota. Court years previous of service]!] appear name did Gil- If Sherek's Jan. list, continuing his bert’s his impaired. Once name was would be list, the two lists could not be
Gilbert’s
combined, i.e., one, made into without
name.
Moreover, this court’s consistent inter
pretation subd. 6b as of section employ
providing of teachers’ protection see, rights, e.g., Walter 457, 328 Dist. No. School omitted), (citation coupled (Minn.1982) history of section 122.- legislative compatibili emphasizing that section’s rights, existing continuing contract
ty with phrase interpretation of
mandates include all seniority list” to
“combined within districts wheth
those teachers intercoopera of an
er on ULA as agreement or not.
tion Minn. we hold that Gilbert violated and Minn.Stat.
Stat. §