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The failure to amend a complaint to include a cause of action that arises from an overlapping nucleus of facts but does not accrue until after commencement of the original action does not result in claim preclusion. Absent a provision in a mandatory buy-sell agreement that divests, or evidences an intent to divest, a shareholder-employee of his or her stock upon discharge, the discharged employee remains a shareholder until the corporation repurchases the shares according to the terms of the buy-sell agreement. Affirmed in part, reversed in part, and remanded
Date: December 13, 2005
A director’s self-distribution of corporate funds that renders the corporation unable to satisfy a pending claim of a corporate creditor is a breach of the director’s fiduciary duty to that creditor. An action against a corporate director or shareholder seeking to recover a judgment already obtained against the corporation is equivalent to a creditor’s bill at equity and is subject to the ten-year statute of limitations for actions upon judgments under Minn. Stat. § 541.04 (2014). The ten percent preverdict interest rate under Minn. Stat. § 549.09, subd. 1(c)(2) (2014), applies to all judgments entered on or after August 1, 2009, regardless of whether any underlying conduct or litigation occurred prior to that date. Affirmed in part, reversed in part, and remanded.
Date: June 22, 2015
Challenges denial of motion for a new trial. Affirmed in part, reversed in part, and remanded.
Date: April 20, 2010
Breach of parties' shareholder agreement. Affirmed in part, reversed in part, and remanded.
Date: November 13, 2012
A shareholder-employee in a closely-held corporation governed by a shareholder agreement remains a shareholder until the corporation (or another shareholder or third party) tenders payment for the employee's shares that conforms with the terms of the shareholder agreement. Affirmed in part, reversed in part, and remanded to the district court for further proceedings consistent with this opinion.
Date: February 15, 2007
In this appeal after a remand from our court, appellant argues that the district court erred, under both statutory and common law, when awarding respondent attorney fees. Respondent cross-appeals, arguing that the district court erroneously denied his motion to amend his complaint to seek punitive damages. We affirm.
Date: December 04, 2017
I. The failure to amend a complaint to include a cause of action that arises from an overlapping nucleus of facts but does not accrue until after commencement of the original action does not result in claim preclusion. II. Absent a provision in a mandatory buy-sell agreement that divests, or evidences an intent to divest, a shareholder-employee of his or her stock upon discharge, the discharged employee remains a shareholder until the corporation repurchases the shares according to the terms of the buy-sell agreement.
Date: December 13, 2005
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