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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. Frankly, it is tragic that you are even considering going to an expensive, unaccredited "law school." It is extremely difficult to get a job with a degree from a real school. If you are going to make the investment of time, money, and tears into law school, it should not be to a place that won't actually enable you to practice law when you graduate.

  2. As a lawyer who grew up in Fort Wayne (but went to a real law school), it is not that hard to find a mentor in the legal community without your school's assistance. One does not need to pay tens of thousands of dollars to go to an unaccredited legal diploma mill to get a mentor. Having a mentor means precisely nothing if you cannot get a job upon graduation, and considering that the legal job market is utterly terrible, these students from Indiana Tech are going to be adrift after graduation.

  3. 700,000 to 800,000 Americans are arrested for marijuana possession each year in the US. Do we need a new justice center if we decriminalize marijuana by having the City Council enact a $100 fine for marijuana possession and have the money go towards road repair?

  4. I am sorry to hear this.

  5. I tried a case in Judge Barker's court many years ago and I recall it vividly as a highlight of my career. I don't get in federal court very often but found myself back there again last Summer. We had both aged a bit but I must say she was just as I had remembered her. Authoritative, organized and yes, human ...with a good sense of humor. I also appreciated that even though we were dealing with difficult criminal cases, she treated my clients with dignity and understanding. My clients certainly respected her. Thanks for this nice article. Congratulations to Judge Barker for reaching another milestone in a remarkable career.

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