Justia Missouri Supreme Court Opinion SummariesArticles Posted in Business Law
Robinson v. Langenbach
The Supreme Court affirmed the judgment of the circuit court on a jury verdict for Plaintiff on her claim that, as directors of the closely held Perma-Jack Company, Defendants breached their fiduciary duty to Plaintiff as a shareholder, holding that the circuit court did not abuse its discretion. Specifically, the Supreme Court held (1) with respect to Plaintiff's breach of fiduciary claim, because Plaintiff did not sue Perma-Jack itself for lost wages or reinstatement, Plaintiff's claim was not actually one for wrongful termination, as Defendants argued; (2) the circuit court did not err in finding that Defendants engaged in shareholder oppression and ordering Defendants to buy Plaintiff's Perma-Jack shares; and (3) the circuit court did not abuse its discretion in determining the fair value of Plaintiff's shares and in denying Plaintiff prejudgment interest and attorney's fees. View "Robinson v. Langenbach" on Justia Law
Heifetz v. Apex Clayton, Inc.
The Supreme Court affirmed the judgment of the trial court in favor of Plaintiffs on their claims of breach of contract and breach of fiduciary duty and the award of punitive damages. On appeal, Defendant argued that the trial court erred in overruling its motion for judgment notwithstanding the verdict (JNOV) because Plaintiffs failed to make a submissible case as to a breach of fiduciary duty and punitive damages. Plaintiffs, in response, argued that the Supreme Court lacked appellate jurisdiction because Defendant filed an untimely notice of appeal. The Supreme Court held (1) because Plaintiffs’ motion for attorney fees was an authorized after-trial motion to amend the judgment, Defendant timely filed its notice of appeal; and (2) Defendant failed to preserve for appellate review its claims that the trial court erred in overruling its JNOV motion. View "Heifetz v. Apex Clayton, Inc." on Justia Law
Sun Aviation, Inc. v. L-3 Communications Avionics Systems, Inc.
The Supreme Court reversed in part the circuit court’s judgment in favor of Sun Aviation, Inc. on the complaint filed by L-3 Communications Avionics Systems, Inc. for violations of various provisions of the Merchandising Practices Act, Mo. Rev. Stat. 407.010 et seq. When L-3’s parent company underwent a consolidation process, the parent decided to terminate L-3’s distributorship with Sun, and directed L-3 to do so. Sun then filed an action against L-3. The court held (1) L-3’s gyros and power supplies did not fit the definition of “industrial, maintenance and construction power equipment” as applicable in the Industrial Maintenance and Construction Power Equipment Act and the Inventory Repurchase Act; (2) the circuit court erred in entering judgment in favor of Sun on L-3’s fraudulent concealment claim because the circuit court erred in determining that L-3 had a duty to disclose its parent company’s consolidation plans; and (3) the circuit court erred in awarding eighteen years of lost profits as damages on the count alleging violations of the Franchise Act. The court remanded the case for a new trial on damages and affirmed the judgment in all other respects. View "Sun Aviation, Inc. v. L-3 Communications Avionics Systems, Inc." on Justia Law
Nickell v. Shanahan
Appellant filed a second amended petition against Respondents alleging individual claims for damages resulting from alleged fraud and breach of Respondents’ fiduciary duties as corporate officers and directors. The circuit court dismissed Counts I through III of the amended petition on the grounds that the petition pleaded shareholder derivative claims and failed to allege facts giving Appellant standing to sue the directors and officers individually. The Supreme Court affirmed, holding that Appellant’s claims alleged claims that were derivative rather than individual, and therefore, the circuit court did not err in dismissing Counts I through III of Appellant’s second amended petition. View "Nickell v. Shanahan" on Justia Law
Posted in: Business Law
Rolwing v. Nestle Holdings, Inc.
Plaintiff was a Ralston Purina Company shareholder when Ralston and Nestle Holdings, Inc. entered into a merger agreement providing that, at the time of the merger, Ralston stock would be converted and Ralson shareholders would receive payments. Plaintiff was not paid until four days after the stock was converted. Ten years later, Plaintiff filed a class action petition alleging that Nestle breached the agreement by failing to timely pay shareholders. The trial court dismissed the petition as barred by the five-year statute of limitations in Mo. Rev. Stat. 516.120(1), which applies to all actions upon contracts except those mentioned in Mo. Rev. Stat. 516.110. Plaintiff appealed, arguing that the trial court erred by not applying the ten-year statute of limitations in section 516.110, which applies to all actions “upon any writing…for the payment of money.” The Supreme Court affirmed, holding (1) the five-year statute applied in this case; and (2) Plaintiff’s argument that his petition was timely because the five-year limitations period was tolled by a pending class action against Nestle in another state was without merit. View "Rolwing v. Nestle Holdings, Inc." on Justia Law
Naylor Senior Citizens Housing, LP v. Sides Constr. Co.
John Dilks filed a pro se petition to recover damages he suffered as a result of a flood. The “Plaintiffs” identified in the allegations of the petition were Dilks, individually, and Naylor Senior Citizens Housing, LP and Naylor Senior Citizens Housing II, LP (collectively, “Partnerships”), both of which were Missouri statutory limited partnerships. The trial court dismissed the Partnerships’ claims on the ground that, because Dilks was not a licensed attorney and he attempted to assert claims on behalf of the Partnerships, the petition was a nullity and had no legal effect for purposes of asserting claims on behalf of the Partnerships. The Supreme Court affirmed, holding that, as statutory entities, the Partnerships may not appear in Missouri court except through a licensed attorney, and because Dilks was not a licensed attorney, his attempt to assert claims on behalf of the Partnerships constituted the unauthorized practice of law and may not be given effect. View "Naylor Senior Citizens Housing, LP v. Sides Constr. Co." on Justia Law
Cent. Trust & Inv. Co. v. SignalPoint Asset Mgmt., LLC
After Central Trust and Investment Company purchased Springfield Trust & Investment Company (STC), Central Trust filed an action against SignalPoint Asset Management, LLC, a registered investment advisor, for affiliating with STC’s ex-employee, who had acquired STC’s client list and had become an independent advisor representative of SignalPoint. The circuit court entered summary judgment in favor of SignalPoint on its claims for misappropriation of trade secrets, tortious interference with business relations, and civil conspiracy. The Supreme Court affirmed, holding (1) Central Trust did not demonstrate that a genuine issue of material fact existed as to whether SignalPoint “misappropriated” Central Trust’s client list as that term is defined by the Missouri Uniform Trade Secrets Act; (2) this failure also justified the grant of summary judgment against Central Trust’s claim of tortious interference with business relations; and (3) Central Trust’s civil conspiracy claim was moot. View "Cent. Trust & Inv. Co. v. SignalPoint Asset Mgmt., LLC" on Justia Law
Western Blue Print Co. v. Roberts
While Myrna Roberts (Myrna) worked for Western Blue, a document printing and management service company, Myrna oversaw a contract with the University of Missouri. In the meantime, Mel Roberts (Mel) operated Graystone Properties, which was named part owner of DocuCopy. Acting on Western Blue's behalf, Myrna hired DocuCopy as a subcontractor for the university contract. Neither Myrna nor Mel disclosed their interest in DocuCopy to Western Blue. After Western Blue was purchased, Myrna and a large number of staff left their employment with Western Blue and began working for DocuCopy. Thereafter, the university awarded DocuCopy rather than Western Blue the renewal of its contract. As a result of losing the university contract, Western Blue lost another contract and was forced to close a branch office. Western Blue filed a petition against Myrna, Mel, DocuCopy, and Graystone Properties (Appellants), alleging breach of fiduciary duties, tortious interference with a valid business expectancy, computer tampering, and civil conspiracy. The circuit court entered judgment in favor of Western Blue and awarded attorneys fees. The Supreme Court reversed the circuit court's judgment finding Myrna owed Western Blue a fiduciary duty and affirmed in all other respects. Remanded. View "Western Blue Print Co. v. Roberts" on Justia Law
Emerson Elec. Co. v. Marsh & McLennan Cos.
Insured appealed the circuit court's grant of judgment on the pleadings to Broker on Insured's claims that Broker violated a fiduciary duty of loyalty to Insured by not disclosing that Broker received contingent commissions from Insurers for directing Insured's business to them and that Broker kept all interest earned on the premiums Insured sent it between the time Broker received them and the time they were forwarded to the Insurers. In addition, Insured argued that Broker breached a duty to find it the least costly policy possible. The Supreme Court reversed, holding (1) brokers do not have a duty to find insureds the lowest possible cost insurance available to meet their needs; (2) Missouri law specifically authorizes a broker to receive commissions from the insurer and to deposit premiums in an account pending their payment to the insurer or refund to the insured; but (3) the trial court erred by dismissing the petition because it could not be said as a matter of law that Emerson could not recover on one or more of its claims. Remanded. View "Emerson Elec. Co. v. Marsh & McLennan Cos." on Justia Law
CACH, LLC v. Askew
CACH, LLC, a debt collector, brought an action against Jon Askew for an alleged outstanding debt owed by Askew. The circuit court entered judgment in favor of CACH and against Askew. Askew appealed, contending that CACH did not properly demonstrate that it had been assigned the debt in question and that the circuit court improperly admitted an exhibit based on the business records exception to the hearsay rule. The Supreme Court reversed, holding (1) the disputed exhibit was erroneously admitted into evidence by the circuit court under the business records exception; (2) without admission of the exhibit into evidence, CACH failed to provide any competent evidence of the alleged assignment of Askew's account to CACH; and (3) without evidence of the validity of this assignment, CACH did not demonstrate it had standing to pursue the claim. View "CACH, LLC v. Askew" on Justia Law