This opinion will be unpublished and
may not be cited except as provided by
Minn. Stat. § 480A.08, subd. 3 (2004).
STATE OF MINNESOTA
IN COURT OF APPEALS
Quality Car Wash Operations, Ltd., et al.,
Steven M. Gerring,
Filed July 11, 2006
Toussaint, Chief Judge
Alan Miles Albrecht, Gavin, Olson & Winters, Ltd., 1017 Hennepin Avenue, Glencoe, MN 55336 (for respondents Quality Car Wash Operations, Ltd., Gerring Properties, Inc., and Martin T. Gerring)
Thomas W. Pahl, Jennifer R. Olson, Foley & Mansfield, P.L.L.P., Suite 1200, 250 Marquette Avenue, Minneapolis, MN 55401 (for respondent Steven M. Gerring)
John Wade Tackett, Suite 502, 800 Washington Avenue North, Minneapolis, MN 55401 (for respondent Virginia Gerring)
U N P U B L I S H E D O P I N I O N
TOUSSAINT, Chief Judge
Appellant Mary Jo K. Gerring challenges the district court’s grant of summary judgment, claiming she has standing to bring an action under the Minnesota Business Corporations Acts because she has not been divested of her 19 shares of stock in Gerring Properties. We affirm.
In January 2005, appellant filed a complaint seeking relief under the Minnesota Business Corporation Act against respondents Quality Car Wash Operations, Ltd., Gerring Properties, Inc., and shareholders Martin T. Gerring, Steven M. Gerring, and Virginia Gerring. Appellant alleged her interest in Gerring Properties had been devalued because of respondents’ “unfairly prejudicial” actions. The district court granted respondents’ motion for summary judgment, finding that appellant was not a shareholder in Gerring Properties and therefore lacked standing to bring a claim under the Minnesota Business Corporation Act.
A review of an order for
summary judgment must determine whether there are any genuine issues of
material fact and whether the district court erred in its application of the
by Cooper v. French, 460 N.W.2d 2, 4 (
Only legally recognized
shareholders can maintain an action under the Minnesota Business Corporation
Act. Minn. Stat. § 302A.751, subd 1
(2004). Ownership of shares of stock in
a corporation is evidenced by possession of share certificates. Mertz
v. H.D. Hudson Mfg. Co., 194
Before their marriage dissolution in July 2003, appellant held 19 shares of Gerring Properties stock and Steven M. Gerring held one share. Her share certificate indicated the stocks were “transferable only on the books of the Corporation by the holder hereof in person or by duly authorized Attorney upon surrender of this Certificate properly endorsed.” The marriage dissolution decree divided the parties’ 20 shares of Gerring Properties stock equally between them. The decree required the parties to execute and exchange documents to effectuate the order, and, if they failed to do so, the decree “shall operate as said conveyance”.
In compliance with the
divorce decree, the Gerring Properties board of directors issued ten new shares
of stock to appellant and ten new shares to Steven M. Gerring. Three unheeded notices were sent to
appellant. Appellant contends that she is
still a Gerring Properties stockholder because her certificate for 19 shares of
stock indicates on its face that it ccould be transferred only by the holder
“in person” or by an authorized attorney, and she did not surrender the
certificate. We agree with the district
court’s conclusion that, because appellant failed to surrender her certificate
for 19 shares of stock, the dissolution decree operated as an involuntary
transfer of her stock. Restrictions on
stock transfers do not apply to involuntary transfers.
Subsequently, a third-party
levy was issued against appellant’s ten new shares of stock in order to satisfy
a judgment obtained against her by her children, Matthew S. and Steven R.
Gerring. The levy was executed in March
2004 by the
Thus, we affirm the district
court’s conclusion that, because appellant does not own any shares of stock in Gerring
Properties, she lacks the legal interest necessary to establish standing to
bring an action under the Minnesota Business Corporations Acts. See Envall v. Indep. Sch. Dist.
No. 704, 399 N.W.2d 593, 596 (Minn. App. 1987) (personal interest not
enough to establish standing to bring action), review denied (