Justia Nebraska Supreme Court Opinion Summaries

Martin Linscott, Rolf Shasteen and Tony Brock formed the law firm Shasteen, Linscott & Brock (SLB). Linscott drafted a proposed shareholder agreement contemplating that if a shareholder left the firm, he would receive one-third of all fees from existing in-process cases. After Linscott left the firm, Linscott brought suit individually and derivatively on behalf of SLB against Shasteen and Brock seeking to recover one-third of attorney fees recovered from the SLB cases that existed at the time he withdrew as a shareholder. The district court ultimately concluded (1) the agreement was unenforceable under the statute of frauds; (2) the “unfinished business rule” had no application to this case; and (3) therefore, Linscott was not owed any attorney fees. The Supreme Court reversed, holding that the district court erred in (1) determining that the absence of any definition of the term “net fees” prevented the formation of an implied in fact contract; and (2) determining that the statute of frauds rendered any implied contract void. Remanded. View "Linscott v. Shasteen" on Justia Law

Appellants - four of the partners in the Jacobs Cattle Company partnership - sought dissolution and liquidation of the partnership. Appellees - the partnership and the remaining partners - filed a counterclaim seeking dissociation of Appellants instead of dissolution. The district court dissociated Appellants and ordered the partnership to buy out their interests. In a previous appeal, the Supreme Court held that judicial dissociation was proper but determined that the district court erred in calculating the proper distributions to buy out the dissociated partners. On remand, the district court determined that the profit from the hypothetical capital gain should be credited to the partners’ accounts in accordance with their capital percentages, rather than the income percentages. This resulted in a lower buyout distribution to the dissociated partners. The Supreme Court reversed, holding that the district court erred in calculating the distributions required for the buyout. Remanded. View "Robertson v. Jacobs Cattle Co." on Justia Law

Emerson Link was elected as the resident director of Skyline Manor, Inc., a Nebraska non-profit corporation without members whose management was vested in a board of directors. Skyline owns the Skyline Retirement Community (SRC) in Omaha. After attending and participating in a board meeting, Link filed a derivative action on behalf of Skyline, alleging that five of Skyline’s directors had engaged in financial mismanagement. The district court dismissed the complaint, concluding that Link lacked standing to bring the derivative action because, at the time Link was elected as the resident director, Skyline was not operating SRC as a retirement community, and therefore, Link’s election was null and void. The Supreme Court reversed, holding that Link had standing to bring this derivative action because Link was duly elected as the resident director and was serving in that capacity at the time he filed the derivative action. Remanded. View "Skyline Manor, Inc. v. Rynard" on Justia Law

In 1976, a family farming partnership was formed among Glenn Elting and his two sons, Kerwin and Perry. The partners comprising the partnership changed over the years, but the management of the partnership remained with Glenn, Kerwin, and Perry. In 2008 and 2009, Kerwin entered into a series of grain contracts on behalf of the partnership that resulted in significant losses to the partnership. In 2013, Perry and his son and wife (Appellees) filed an amended complaint against Kerwin (Appellant) alleging that Kerwin had entered into a series of grain contracts on behalf of the partnership without the authority to do so, resulting in significant losses to the partnership. The district court awarded judgment and damages to Appellees. The Supreme Court affirmed, holding (1) the district court was not clearly wrong in determining that Kerwin was not authorized to enter into the contracts on behalf of the partnership and that his actions were not ratified; and (2) Kerwin was not shielded from liability by the limitation of liability clause contained in the controlling partnership agreement. View "Elting v. Elting" on Justia Law

Appellants obtained a valid default judgment against Dale and Vicki Jensen. Appellant had a summons and order of garnishment in aid of execution issued to Pioneer Ventures, LLC. Pioneer Ventures timely filed its answers to Appellants’ interrogatories with the clerk of court. Appellants were not served with the answers but independently learned of the answers approximately one week later. Appellants subsequently filed an objection to the answers to interrogatories. The trial court ruled that Appellants’ objection was untimely because it was filed more than twenty days after Pioneer Ventures had filed its answers. On appeal, Appellants argued that the trial court erred by (1) ruling that the twenty-day time limit began to run from when the answer was filed and not when Appellants received actual notice, and (2) not requiring service of Pioneer Venture’s answers upon Appellants. The Supreme Court affirmed, holding that the garnishment statutes do not require the garnishee to serve or give notice to the garnishor of the interrogatory answers. View "ML Manager, LLC v. Jensen" on Justia Law

Braunger Foods sold food product supplies to Hungry's North, a business owned by Michael Sears. Braunger Foods filed this action against Sears and Hungry's (collectively Hungry's), seeking to recover amounts Braunger Foods claimed were due for sales it had made on credit to Hungry's. The district court (1) entered judgment against Hungry's for amounts it concluded were owing to Braunger Foods; and (2) entered no judgment against Sears, concluding that a guaranty, by which Braunger Foods sought to hold Sears personally liable for the debt, was ineffective. Braunger Foods appealed the trial court's conclusion that the guaranty was unenforceable against Sears. The court of appeals affirmed. The Supreme Court reversed, holding that the guaranty was enforceable against Sears. Remanded with directions to enter judgment against Sears. View "Braunger Foods, LLC v. Sears" on Justia Law

Republican Valley Biofuels (RVBF) issued a confidential private placement memorandum seeking investors in a biodiesel production facility. DMK Biodiesel (DMK) and Lanoha RVBF (Lanoha) invested $600,000 and $400,000 respectively in RVBF, which was being promoted by four individuals (Promoters). Renewable Fuels Technology (Renewable Fuels) was the manager of RVBF. DMK and Lanoha entered into and executed separate subscription agreements with RVBF. DMK and Lanoha later filed a complaint against Renewable Fuels and Promoters, alleging that Defendants fraudulently induced them to invest funds in RVBF. Defendants filed a motion to dismiss and a motion to take judicial notice, requesting the district court to take judicial notice of the confidential private placement memorandum for RVBF and the subscription agreements executed between RVBF and DMK and Lanoha. The district court granted the motions. The Supreme Court reversed, holding that because the private placement memorandum and the subscription agreements were properly considered matters outside the pleading, an evidentiary hearing was required. Remanded. View "DMK Biodiesel, LLC v. McCoy" on Justia Law

Appellants, Bruce and Annette Wiles, filed a complaint against Wiles Brothers, Inc. (WBI) and Marvin Wiles, Bruce's brother (collectively, Appellees), seeking the judicial dissolution of WBI. Appellants founded their complaint on Neb. Rev. Stat. 21-20,162(2)(a), which authorizes a shareholder to bring a proceeding to dissolve a corporation. The district court dismissed the complaint, concluding that Bruce was not a shareholder of WBI and that Bruce and Annette lacked standing to seek the judicial dissolution of WBI. The Supreme Court affirmed, holding (1) for the purposes of dissolution of a corporation, Bruce was not a statutory shareholder who could bring an action for judicial dissolution; and (2) the district court did not abuse its discretion when it did not receive certain exhibits into evidence. View "In re Involuntary Dissolution of Wiles Bros., Inc." on Justia Law

Four of Jacobs Cattle Company's six partners sought dissolution and liquidation of the family partnership. One of the other two partners then sought a judicial dissociation of those four partners (Appellants). The district court refused to dissolve and liquidate the partnership but, instead, dissociated Appellants and ordered that the partnership buy out their interests in the partnership. Appellants appealed, arguing that the district court erred in not dissolving the partnership and in determining the proper buyout price. The other two partners and the partnership cross-apppealed, arguing that the court erred in determining the date of asset valuation. The Supreme Court affirmed in part as modified and reversed and remanded in part, holding (1) the district court did not err in its decision to dissociate Appellants from the partnership by judicial expulsion and in its decision to refuse to dissolve the partnership; (2) the district court erred in failing to allow Appellants to introduce evidence on the proper calculcation of the buyout price; and (3) the district court erred in its determination with respect to interest. Remanded. View "Robertson v. Jacobs Cattle Co." on Justia Law

Video King had its principal place of business in Nebraska. Melange Computer Services (Melange) had a business relationship with Video King since 2000. In 2006, Melange was acquired by Planet Bingo and became a wholly owned subsidiary of Planet Bingo. Video King subsequently filed an action against Melange and Planet Bingo (Defendants) in the district court seeking a declaration of the rights, status, and other legal obligations of the parties with respect to confidentiality agreements between the parties. The district court dismissed the action for lack of personal jurisdiction, noting that both Planet Bingo and Melange were foreign corporations with no agent for service of process in Nebraska. The Supreme Court reversed, holding (1) the district court had specific personal jurisdiction over Defendants, and therefore, it erred in granting Defendants' motion to dismiss; and (2) Nebraska's exercise of specific personal jurisdiction over Defendants in this action would not offend notions of fair play and substantial justice. View "VKGS, LLC v. Planet Bingo, LLC" on Justia Law