Justia Nebraska Supreme Court Opinion Summaries

Tegra Corporation, a minority interest holder in Lite-Form Technologies, LLC, filed a derivative action against Patrick Boeshart, the LLC’s manager and president, and Sandra Boeshart, the LLC’s bookkeeper and office manager. Tegra alleged that the Boesharts used their positions to enrich themselves at the expense of the LLC. Specific allegations included engaging the LLC in above-market leases with entities they controlled, paying themselves excessive salaries and bonuses, and mismanaging LLC funds by charging personal expenses to the LLC.The District Court for Dakota County dismissed the derivative claims, concluding that a special litigation committee (SLC) appointed under Neb. Rev. Stat. § 21-168 had conducted its investigation and made its recommendation in good faith, independently, and with reasonable care. The SLC, led by Cody Carse, recommended that the claims be settled through a member meeting rather than litigation. Tegra appealed, arguing that the SLC did not act with reasonable care.The Nebraska Supreme Court reviewed the case de novo and found that the SLC did not exercise reasonable care in its investigation. The court noted that Carse failed to consider the legal elements of Tegra’s claims, did not conduct a cost-benefit analysis, and improperly delegated his duties to the LLC’s members. The court emphasized that Carse’s investigation lacked thoroughness and that he did not adequately assess the potential recovery for the LLC. Consequently, the court reversed the district court’s dismissal of the derivative claims and remanded the case for further proceedings, instructing the district court to dissolve any stay of discovery and allow the action to proceed under Tegra’s direction. The dismissal of Tegra’s individual claims was affirmed. View "Tegra Corp. v. Boeshart" on Justia Law

This case involves a dispute between D&M Roofing and Siding, Inc. (D&M), a roofing company, and Distribution, Inc., the owner of a warehouse. D&M had entered into a contract with Distribution to repair hail damage to the roof of Distribution's warehouse. However, Distribution later decided to use a different contractor for the repairs. D&M sued Distribution for breach of contract and unjust enrichment, claiming damages based on a cancellation fee provision in the contract. The district court found that the contract was enforceable and that Distribution had breached it. However, it also found that D&M was not entitled to any damages because it had not performed any work under the contract.The district court's decision was based on D&M's admission that its breach of contract damages were limited to those under the cancellation fee provision in the contract. The court found that under the clear and unambiguous language of the provision, D&M was only entitled to a cancellation fee of 20 percent of the "work done" by D&M. Since D&M had not performed any work, it was not entitled to the cancellation fee. The court granted summary judgment in favor of Distribution on D&M's unjust enrichment claim, explaining that an enforceable contract displaces such a claim.D&M later filed a second motion for summary judgment, this time alleging lost profits as the measure of damages for the breach of contract claim. The district court construed the motion as a motion to reconsider. The court explained that even though its prior order did not use the word "dismissed," it had disposed of the whole merits of the case and left nothing for the court's further consideration. The court denied D&M's motion and granted a cross-motion by Distribution for summary judgment. D&M appealed, but the appeal was dismissed for lack of jurisdiction because the court had not yet issued a final order or rendered a judgment. View "D& M Roofing & Siding v. Distribution, Inc." on Justia Law

The case revolves around an alleged business partnership between Elaine Clemens and the late Arthur Emme. Clemens and Emme were intimate partners who never married. Clemens began working at Emme's business, O'Neill Body and Frame, in 1990. They moved in together in 1992 and worked together on several ventures. After Emme's death in 2017, Clemens filed a lawsuit against Curtis Emme, the personal representative of Arthur Emme's estate, claiming that she and Arthur Emme had created a business partnership in 1992. She sought a declaration that a business partnership existed between her and Arthur Emme, with each owning equal interests in the partnership.The district court for Holt County, Nebraska, rejected Clemens' argument that Curtis Emme was judicially estopped from denying the existence of a business partnership between her and Arthur Emme. The court found that Arthur Emme never unequivocally stated in a prior action that Clemens was his business partner and that the courts in that action did not adopt the position that Clemens and Arthur Emme were business partners.The case then proceeded to a jury trial on the existence of a business partnership. The jury found that Clemens failed to meet her burden of proof establishing that a partnership existed. The district court entered judgment in favor of Curtis Emme and against Clemens. Clemens appealed, but the Nebraska Supreme Court affirmed the district court's judgment, finding no error in its rulings. View "Clemens v. Emme" on Justia Law

The Nebraska Supreme Court affirmed a decision holding Allen Crow, a corporate officer, personally liable for unpaid use taxes of his former corporation, Direct Media Marketing, Inc. The court determined that Crow failed to rebut the presumption of correctness of the amount of use taxes assessed against Direct Media. The court further found that Crow was a responsible officer of Direct Media and willfully failed to pay Direct Media's use taxes, making him personally liable for the tax deficiency.Despite the Department of Revenue's significant delay in pursuing proceedings against Direct Media and Crow, the court did not find compelling circumstances or demonstrated prejudice that would warrant equitable relief. The court held that the doctrine of laches, which bars a party from relief due to delay, could not be applied against the government in its efforts to enforce a public right or protect a public interest. The court concluded that the delay did not absolve Direct Media and Crow of their liability. Therefore, the court affirmed the district court's order upholding the order of the Tax Commissioner that held Crow personally liable for Direct Media's unpaid taxes. View "Crow v. Nebraska Dept. of Rev." on Justia Law

In this case, Christopher Mathiesen, the owner of a limited liability company, appealed a court's order dismissing his complaint against Kristi Kellogg, who was alleged to be a co-owner of the company. The court dismissed the complaint after it was consolidated with another case involving the same parties and the same basic underlying facts. The main issue was whether the Nebraska Supreme Court had jurisdiction over Mathiesen's appeal of the order dismissing his complaint. The court found that it did not have jurisdiction because the order was not a final order that decided all the claims between all the parties. Instead, it was an order that only dismissed some of the claims and did so without the required express direction for the entry of judgment and express determination that there was no just reason to delay an appeal. The court also held that when cases are consolidated in Nebraska, they become a single case, and so the order dismissing the complaint did not fully dispose of the entire case. As a result, the court dismissed Mathiesen's appeal for lack of jurisdiction. View "Mathiesen v. Kellogg" on Justia Law

The Supreme Court affirmed the summary judgment granted by the district court in favor of a non-shareholder officer and a non-shareholder former director in this suit brought by Landlord seeking to pierce the corporate veil of a commercial tenant (Tenant), who failed or refused to pay a judgment against it, holding that the district court did not err.Landlord sued Tenant for nonpayment of rent and recovered a judgment. When Landlord was unable to recover on its judgment it commenced the instant action seeking to pierce Tenant's corporate veil and hold a non-shareholder officer and a non-shareholder former director personally liable for the judgment against Tenant. The district court entered summary judgment in favor of Defendants and dismissed the case with prejudice. The Supreme Court affirmed, holding the factors did not weigh in favor of veil piercing. View "407 N 117 Street v. Harper" on Justia Law

The Supreme Court affirmed the judgment of the district court calculating the fair value of certain shares following the Supreme Court's remand in an earlier appeal and setting forth a payment plan, holding that there was no merit to the minority shareholder's assigned errors.A minority shareholder filed a petition for judicial dissolution of Benes Service Co. (BSC), after which BSC exercised its right to purchase the minority shareholder's stock. Following remand, the district court calculated the fair values of the shares at issue and set forth a payment plan. The minority shareholder appealed. The Supreme Court affirmed, holding (1) there was no basis to conclude that the district court's payment plan was an abuse of discretion; and (2) there was no error in the failure to require BSC to pay interest. View "Bohac v. Benes Service Co." on Justia Law

The Supreme Court affirmed the decision of the court of appeals affirming the judgment of the district court dismissing certain defendants for lack of personal jurisdiction, holding that the defendants' contacts were too attenuated for them to have purposefully established minimum contacts within Nebraska.The out-of-state defendants at issue on appeal facilitated the sale of allegedly defective software installed by a local mechanic in four of Plaintiff's trucks. Plaintiff asserted against them claims for strict liability, negligence, and breach of implied warranties. The district court granted the defendants' motion to dismiss, concluding that Plaintiff failed to make a prima facie showing of jurisdiction. The Supreme Court affirmed, holding that the quality and nature of the defendants' activities related to this action did not support personal jurisdiction. View "Wheelbarger v. Detroit Diesel ECM, LLC" on Justia Law

The Supreme Court dismissed in part and reversed in part Appellant's appeal of the district court's rulings finding that Jerald Schreiber was unjustly enriched and ordering him to pay an additional $400,184 to a limited liability company (LLC) he owned in equal shares with his brother, Steven Schreiber, holding that the district court erred in part.Steven brought a complaint seeking the dissolution of the LLC at issue. The district court ordered dissolution and directed a receiver to liquidate the LLC's assets, including two buildings owned by the company but located on property owned by Jerald. Because Jerald made the sole offer to purchase the buildings, the parties agreed that the district court should order the receiver to accept the offer but that Steven and the LLC could continue to pursue a claim of unjust enrichment. The district court concluded that Jerald had been unjustly enriched and denied Jerald's motion asking the district court to provide further directions to the receiver. The Supreme Court (1) dismissed the order denying Jerald's motion for further directions for lack of jurisdiction; and (2) reversed the district court's order finding that Jerald was unjustly enriched, holding that the district court erred. View "Schreiber Brothers Hog Co. v. Schreiber" on Justia Law

The Supreme Court affirmed the judgment of the district court finding that the Nebraska Real Estate License Act, Neb. Rev. Stat. 81-885.01 to 81-885.55, barred Choice Homes, LLC's claims regarding a failed purchase agreement, holding that the district court did not err.Choice attempted to buy certain real estate from Owners in order to sell it to Buyers, but after the closing failed, Buyers purchased the property directly from Owners. Choice brought this action seeking damages related the purchase claims. Choice also asserted a defamation claim stemming from an online review posted by Buyers. The district court granted summary judgment against Choice. The Supreme Court affirmed, holding (1) the Act barred Choice's nondefamation claims; and (2) Choice was not defamed by the review at issue because it did not state or imply a false statement of fact. View "Choice Homes v. Donner" on Justia Law