Justia Nebraska Supreme Court Opinion SummariesArticles Posted in Business Law
George Clift Enterprises, Inc. v. Oshkosh Feedyard Corp.
The Supreme Court affirmed the order of the district court granting summary judgment against a real estate agency on its complaint against the seller and buyers of certain property for breach of an exclusive listing agreement and tortious interference with a contract, business relationship, or expectation, holding that summary judgment was properly granted.The sale of the property occurred after the listing period and after the protection period of the agreement, and no commission was paid. The negotiations for the sale were conducted directly between the seller and buyers, with the real estate agent's knowledge. The district court granted Defendants' motions for summary judgment. On appeal, the real estate agency argued that summary judgment was inappropriate because the district court held the summary judgment hearing before the real estate company had conducted depositions. The Supreme Court affirmed, holding (1) the district court did not prematurely address Defendants' motions for summary judgment; and (2) the district court erred in awarding attorney fees. View "George Clift Enterprises, Inc. v. Oshkosh Feedyard Corp." on Justia Law
Anderson v. A & R Ag Spraying & Trucking, Inc.
The Supreme Court vacated in part and affirmed in part the judgment of the district court valuing of the shares of a closely held corporation, holding that the district court erred in entering judgment against both the shareholder and the corporation, rather than the shareholder alone, and in awarding corporate property rather than solely the value of the shares to be purchased.Randy Anderson and Michael Rafert each owned half the shares of A & R Ag Spraying and Trucking, Inc. (A&R). After Randy died, his interest in A&R was transferred to his wife, Cheryl. Cheryl petitioned the district court for judicial dissolution of the corporation, naming A&R and Rafert as defendants. Rafert filed an election to purchase the corporation. The trial court dismissed the dissolution proceedings due to Rafert's application. After determining the value of Cheryl's shares the trial court entered judgment against both A&R and Rafert and awarded Cheryl two corporate vehicles. The Supreme Court vacated the judgment against A&R and the award of vehicles, holding (1) A&R was not a party to the election-to-purchase proceedings, and therefore, the court lacked statutory authority to enter judgment against A&R once it determined the value of Cheryl's shares; and (2) the court lacked the authority to award corporate assets to Cheryl. View "Anderson v. A & R Ag Spraying & Trucking, Inc." on Justia Law
Posted in: Business Law
Nathan v. McDermott
In this contract and tort action brought by the buyers of a business pursuant to a written purchase agreement the Supreme Court affirmed the judgment of the trial court granting summary judgment for the sellers and dismissing the sellers' agents, holding that the trial court did not err or abuse its discretion.Buyers bought a business from Sellers pursuant to a written purchase agreement. Buyers later bought this action against Sellers and their agents. Sellers counterclaimed for amounts owing under promissory notes. The Supreme Court dismissed the agents under Neb. Ct. R. Pldg. 6-1112(b)(6) and entered summary judgment for Sellers on all claims and counterclaims. The court then denied Sellers' motion for attorney fees. The Supreme Court affirmed, holding (1) undisputed facts supported the summary judgments for Sellers; (2) the complaint stated no claim against the agent; and (3) the trial court did not abuse its discretion in denying attorney fees to Sellers. View "Nathan v. McDermott" on Justia Law
Benjamin v. Bierman
The Supreme Court affirmed the judgment of the district court finding that Defendants breached two operating agreements, ordering an accounting for each, declining to dissolve either, and awarding Plaintiff damages, holding that there was no merit to the assignments of error on appeal.Plaintiff, the personal representative of the estate of Mark Benjamin, filed separate complaints against Douglas Bierman (Doug) and Sixth Street Rentals, LLC (collectively, Rentals) and against Doug, Eugene Bierman, and Sixth Street Development, LLC (collectively, Development) generally seeking an accounting to dissolve both Rentals and Development and damages. After the district court entered judgment, Plaintiff appealed and Defendants cross appealed. The Supreme Court affirmed, holding (1) Brenda lacked standing to seek dissolution; (2) Defendants' assignments of error regarding fair market value were without merit; (3) there was no merit to Defendants' assignments of error related to breach of contract and specific performance; and (4) there was no merit to Defendants' remaining assignments of error. View "Benjamin v. Bierman" on Justia Law
Bierman v. Benjamin
The Supreme Court reversed the judgment of the district court granting partial summary judgment in favor of Plaintiffs, Doug Bierman and Jim Hoppenstedt, on the issue of the enforceability of a buy-sell agreement, holding that the buy-sell agreement was clearly ambiguous.Mark Benjamin, Doug, and Jim entered into a buy-sell agreement providing for the sale and purchase of BD Construction, Inc. shares. After Mark died, Brenda Benjamin was appointed to serve as president of BD. One year later, Brenda terminated Plaintiffs' employment. Plaintiffs filed this lawsuit against Brenda and BD, seeking, among other things, specific performance of the buy-sell agreement. Prior to trial, Plaintiffs filed a motion for summary judgment seeking a finding that the buy-sell agreement was enforceable. The district court granted summary judgment to Plaintiffs on that issue. The Supreme Court reversed the grant of summary judgment, holding that the district court's determination that the buy-sell agreement was unambiguous was plain error. View "Bierman v. Benjamin" on Justia Law
Yeransian v. Willkie Farr & Gallagher LLP
The Supreme Court affirmed the order of the district court dismissing Plaintiff's complaint against Defendant, a law firm, holding that the district court correctly determined it lacked jurisdiction over the complaint.Defendant had represented Aspen Holding, Inc. when Aspen merged with and was acquired by Markel Corporation. As a representative of Aspen's former shareholders, Plaintiff brought suit seeking to obtain the Aspen attorney-client filed for the former shareholders' dispute with Markel over payments from the merger. The district court granted Defendant's motion to dismiss, finding (1) Plaintiff failed to allege that Defendant had the requisite minimum contacts with the State, and therefore, the court did not have personal jurisdiction over Defendant; and (2) Plaintiff failed to state a claim upon which relief could be granted. The Supreme Court affirmed, holding (1) the district court did not err in denying Plaintiff's motion regarding jurisdictional discovery; and (2) Plaintiff failed to establish a continuing substantial connection under the operative facts of the litigation to establish that Defendant had sufficient minimum contacts with Nebraska for the exercise of specific personal jurisdiction. View "Yeransian v. Willkie Farr & Gallagher LLP" on Justia Law
Hawley v. Skradski
The Supreme Court vacated the judgment of the district court in this action alleging breach of contract, conversion, and tortious interference with a business relationship of expectation, holding that Plaintiff lacked standing to bring the action in his own name.Kim Hawley, the only named plaintiff, brought this action against John Skradski alleging that he purchased a heating and air conditioning (HVAC) business from an entity affiliated with Skradski and that, after Hawley ceased operating the business, Skradski began operating the business and converted the business's assets to his use. During trial, an asset purchase agreement was received into evidence showing that the HVAC business was purchased by KNR Capital Corp. and not by Hawley individually. The district court granted Skradksi's motion for a directed verdict, finding that there was insufficient evidence of any of the three theories of recovery. The Supreme Court vacated the district court's judgment and dismissed the appeal for lack of subject matter jurisdiction, holding that Hawley failed to prove his standing to bring this suit in his own name, and therefore, the district court lacked subject matter jurisdiction over the matter. View "Hawley v. Skradski" on Justia Law
In re Stueven Charitable Foundation
The Supreme Court vacated the district court's appointment of four members to the board of directors of The Stueven Charitable Foundation, holding that the district court lacked the authority to appoint new directors.Delbert Stueven and his wife incorporated the Foundation in 1990 as a charitable nonprofit corporation. Delbert was later found incompetent, and his wife died. In 2018, the Foundation and Kristy Cavanaugh, the secretary of the Foundation, filed a petition seeking the appointment of additional directors despite there not being a vacancy on the board. The district court appointed four new directors to the board. Delbert, by and through his guardian and conservator, Shelley Stueven Mallory, appealed. The Supreme Court vacated the court's appointment of directors, holding that the Foundation's bylaws and articles allow the district court to appoint new directors only when there was a vacancy on the board and that Neb. Rev. Stat. 21-1917 does not independently authorize a district court to appoint new members to the board of a nonprofit corporation. View "In re Stueven Charitable Foundation" on Justia Law
Posted in: Business Law
JB & Associates, Inc. v. Nebraska Cancer Coalition
The Supreme Court affirmed the judgment of the district court dismissing Appellants' claims of defamation and product disparagement under Nebraska's Uniform Deceptive Trade Practices Act (UDTPA), Neb. Rev. Stat. 87-301 to 87-306, holding that the district court did not err in finding that Appellees were entitled to summary judgment on Appellants' claims.Appellants were tanning salons that, from 2015 to 2017, allegedly accounted for up to seventy-one percent of the known tanning salons in the Omaha and Lincoln, Nebraska markets. Appellees engaged in activities related to cancer education and prevention, focusing in 2014 on the dangers of indoor tanning. In 2015, Appellants filed a complaint alleging violations of the UDTPA for deceptive trade practices and product disparagement and defamation. The district court granted Appellees' motion for summary judgment and dismissed Appellants' claims. The Supreme Court affirmed, holding that the district court did not err in finding that there were no genuine disputes as to any material facts and that Appellees were entitled to summary judgment on Appellants' defamation and product disparagement claims. View "JB & Associates, Inc. v. Nebraska Cancer Coalition" on Justia Law
Denali Real Estate, LLC v. Denali Custom Builders, Inc.
The Supreme Court affirmed the judgment of the trial court granting a company using registered trade names (Plaintiff) a permanent injunction, statutory damages, and attorney fees against a corporation using a similar name (Defendant), holding that that Plaintiff was entitled to relief, and this relief is unaffected by the Court's determination that Plaintiff proved only two of its three causes of action.Specifically, the Court held (1) the denial of Defendant's motion to dismiss under Neb. Rev. Stat. 6-1112(b)(6) is moot; (2) Defendant's argument that the trial court erred in denying its motion under section 6-1112 lacked merit; (3) Plaintiff met its burden of proof regarding its claims for trade name infringement and deceptive trade practices, but it did not establish tortious interference with a business relationship or expectancy; and (4) the relief ultimately granted was supported by Plaintiff's claims for trade name infringement and deceptive trade practices. View "Denali Real Estate, LLC v. Denali Custom Builders, Inc." on Justia Law