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COA rules in favor of previous shareholders in dispute with new owners

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The Benton Circuit Court erred in denying partial summary judgment to the former shareholders of a garden accessories company, the Indiana Court of Appeals held. The court found the former shareholders were entitled to judgment on charges brought by the new owners of the company that the company was entitled to football tickets and a loan made to the previous owners.

In Whiskey Barrel Planters Co., Inc., n/k/a Diggs Enterprises, Inc., Robinson Family Enterprises, LLC, et al. v. American GardenWorks, Inc., and Millennium Real Estate Investment, LLC, No. 04A03-1011-PL-582, American GardenWorks and Millennium Real Estate Investment entered into an agreement to purchase Whiskey Barrel from Ralph and Ann Robinson. The agreement said AGW would buy “substantially all of the machinery, equipment, inventory, goodwill, assets, real estate, paraphernalia and trade name of the Business, Business Real Estate, and Residence.” The agreement also outlined the types of assets purchased, which included the accounts receivable of Whiskey Barrel.

AGW filed a complaint against Whiskey Barrel, alleging 13 counts – the two at issue are Count III, alleging that AGW was entitled to collect as assets the $327,000 in loans by Whiskey Barrel to the Robinsons that weren’t included as accounts receivable but were shown on the balance sheet and tax returns of Whiskey Barrel as “other current assets”; and Count VII, where AGW claims it can collect as assets the 2008 Purdue football season tickets that were purchased by Ralph Robinson with Whiskey Barrel funds.

Whiskey Barrel counterclaimed, which included whether AGW converted personal property belonging to the Robinsons by not allowing them on the premises to retrieve it and whether it’s entitled to replevin on the converted personal property. The trial court ruled in favor of AGW on its complaint and against Whiskey Barrel on its counterclaims.

The Court of Appeals reversed, noting the language in the agreement states “substantially all,” which would indicate “most but not all of the assets.” The agreement could have stated it was for all of the assets – which would have included the shareholder loans and the football tickets – but did not, wrote Judge Carr Darden. Also, the balance sheet attached to AGW’s complaint clearly shows that the term “accounts receivable” as used in the agreement doesn’t include the shareholder loans, the COA found.

The trial court erred in determining that AGW acquired the Robinsons' personal property under the terms of the agreement and in finding that the couple abandoned any claims to their property by not removing it within a specific timeframe.

The trial court awarded AGW nearly $25,000 in attorney fees and costs; the judges remanded for the trial court to determine whether that award amount was proper.

 

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  1. Justice has finally been served. So glad that Dr. Ley can finally sleep peacefully at night knowing the truth has finally come to the surface.

  2. While this right is guaranteed by our Constitution, it has in recent years been hampered by insurance companies, i.e.; the practice of the plaintiff's own insurance company intervening in an action and filing a lien against any proceeds paid to their insured. In essence, causing an additional financial hurdle for a plaintiff to overcome at trial in terms of overall award. In a very real sense an injured party in exercise of their right to trial by jury may be the only party in a cause that would end up with zero compensation.

  3. Why in the world would someone need a person to correct a transcript when a realtime court reporter could provide them with a transcript (rough draft) immediately?

  4. This article proved very enlightening. Right ahead of sitting the LSAT for the first time, I felt a sense of relief that a score of 141 was admitted to an Indiana Law School and did well under unique circumstances. While my GPA is currently 3.91 I fear standardized testing and hope that I too will get a good enough grade for acceptance here at home. Thanks so much for this informative post.

  5. No, Ron Drake is not running against incumbent Larry Bucshon. That’s totally wrong; and destructively misleading to say anything like that. All political candidates, including me in the 8th district, are facing voters, not incumbents. You should not firewall away any of voters’ options. We need them all now more than ever. Right? Y’all have for decades given the Ds and Rs free 24/7/365 coverage of taxpayer-supported promotion at the expense of all alternatives. That’s plenty of head-start, money-in-the-pocket advantage for parties and people that don’t need any more free immunities, powers, privileges and money denied all others. Now it’s time to play fair and let voters know that there are, in fact, options. Much, much better, and not-corrupt options. Liberty or Bust! Andy Horning Libertarian for IN08 USA House of Representatives Freedom, Indiana

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