Articles Posted in Commercial Law

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Minority shareholders (Plaintiffs) brought this action against minority shareholders (Defendants), individually and as officers or directors of Multi-Community Cooperative Dairy (MCC Dairy). Plaintiffs' amended complaint alleged six causes of action, including oppression and/or unfairly prejudicial conduct toward minority shareholders, breach of fiduciary duty, tortious interference, and restraint of trade or commerce. The circuit court granted Defendants' motion for summary judgment on the amended complaint. The court also granted Defendants' motion for sanctions on the ground that Plaintiffs and their counsel had abused the discovery process. The Supreme Court affirmed, holding (1) the circuit court id not err as a matter of law in granting summary judgment, as there was no support that Defendants engaged in any wrongdoing; and (2) the circuit court did not abuse its discretion in ordering sanctions against Plaintiffs for abuse of discovery in refusing to attend depositions scheduled by Defendants. View "Veblen Dist. v. Multi-Cmty. Coop. Dairy" on Justia Law

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Rabo Agrifinance and Rabo AgServices (collectively, Rabo) commenced a foreclosure action in 2009 on a mortgage granted by Connie and David Finneman (Finnemans) on 17,000 acres of farmland. Rabo commenced its action against Finnemans, Rock Creek Farms (RCF), and all parties who may have had an ownership or leashold interest in the land. Approximately forty-four defendants were listed in the complaint, including Ann and Michael Arnoldy (Arnoldys) and the U.S. as lienholders. The trial court eventually entered a decree of foreclosure in which it recognized RCF's owner's right of redemption. After a sheriff's sale, Ann Arnoldy redeemed from an assignee of the purchaser of the sheriff's certificate. The Arnoldys filed a motion to partially vacate the decree of foreclosure. The trial court granted the motion and vacated the decree of foreclosure recognizing RCF's redemption rights on the basis that RCF and its predecessors, Finnemans, waived those rights. RCF and Finnemans appealed. Arnoldys and the U.S. filed motions to dismiss the appeals for failure to serve the notice of appeal on the U.S. and a number of named parties. The Supreme Corurt dismissed Finnemans' and RCF's appeals for failure to serve their notices of appeal on each party to the action. View "Rabo Agrifinance, Inc. v. Rock Creek Farms" on Justia Law

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Appellants Thomas and Robin Branhan borrowed money from Appellee Great Western Bank. As collateral for the loan, the Branhans gave Great Western a security interest in their shares of Glacial Lakes stock. The Branhans later defaulted on their loan. Great Western subsequently brought a foreclosure action against the Branhans. As part of a settlement agreement, the Branhans agreed to surrender and transfer to Great Western all their rights to Glacial Lakes stock they were unable to sell by a certain date. After Great Western issued a satisfaction of judgment, Glacial Lakes announced a capital call repayment. In response, the Branhans filed a motion to determine which party was entitled to the capital call repayments. The circuit court concluded that Great Western owned the stock and was therefore entitled to the repayments. The Supreme Court affirmed, concluding that Great Western was entitled to the capital call repayment because the benefit of capital call repayment transferred with the shares. View "Great Western Bank v. Branhan" on Justia Law

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When Dennis Lindskov purchased Les Lindskov's interest in an automotive company, Dennis and Les signed a dissolution agreement that contained a non-disparagement clause. Les opened a competing business within months of the sale of his interest in the company. Dennis initiated a breach of contract and fraud and deceit action, alleging that the non-disparagement clause contained a covenant not to compete. The trial court granted Les's motions for summary judgment on both causes of action and dismissed Dennis's complaint. On appeal, the Supreme Court affirmed, holding the trial court properly granted Les's motions for summary judgment where (1) because the clause did not create a covenant not to compete, Les did not breach the dissolution agreement by opening a competing business, and (2) because Les did not have a fiduciary duty to disclose his intent to compete, he did not commit fraud or deceit as a matter of law. View "Lindskov v. Lindskov" on Justia Law

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Richard Orr and Sheldon Cook had a partnership agreement to conduct a cow-calf operation. The parties sold the cows and calves in the spring of 2007. Cook received $230,935 from the sale. Orr sued Cook, disputing the reimbursement amount Cook owed him from the sale and for the cost of feeding and caring for the cows during the winter of 2007. The trial court awarded Orr $41,614. The Supreme Court affirmed in part and reversed in part, holding (1) the trial court was not clearly erroneous in determining the value of the calves; (2) the trial court was not clearly erroneous in determining the amount of reimbursement Cook owed Orr for feed and veterinarian costs; and (3) the trial court did err in refusing to award Orr prejudgment interest because it was requested in a manner allowed by statute. View "Orr v. Cook" on Justia Law