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Brother in Holiday World dispute still fighting for ownership

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The family battle over the southern Indiana amusement park, Holiday World and Splashin’ Safari, could be moving to the Indiana Supreme Court.

Attorneys representing Dan Koch filed a petition to transfer Dec. 5. They argue under a “legitimate reading” of the agreement between the park’s shareholders and the estate of the William Koch Jr., the estate is only entitled payment for William Koch’s shares and cannot be the majority shareholder.

The Koch Development Corp.’s 2002 share purchase and security agreement required the corporation to buy all the shares of common stock whenever a shareholder died. After Will, then the majority owner, passed away in June 2010, his brother, Dan, became owner and operator of Holiday World.

Dan subsequently tendered an offer of $26.9 million for Will’s majority shares. However, Will’s widow charged that Dan had undervalued the shares and the actual purchase price is $32.1 million.

In October, the Indiana Court of Appeals found Dan and KDC materially breached the agreement and, therefore, the estate did not have to sell Will’s shares.     

Petitioning for transfer, Dan asserted the Court of Appeals improperly relied on the “first party to breach” doctrine. He argued this doctrine has been repealed by the adoption of Section 242 of the Restatement (Second) of Contracts which expressly calls for contracts to be enforced even when there has been a material breach.

“Under no reasonable interpretation of the Court of Appeals’ Opinion did the court enforce the Agreement,” Dan’s petition stated. “Instead, relying on the ‘first party to breach’ doctrine, the court rewrote the Agreement to provide extra-contractual relief to the Estate, contrary to the expectations of the parties.”

In addition, Dan faulted estate’s continued assertion that he failed to act within the 180-day period imposed by the agreement. He stated that the estate’s position is unfounded and runs counter to Indiana law.

Dan concluded that Indiana law requires the estate to sell Will’s share to him and KDC.

“To rule otherwise, allowing the Estate to keep Will’s stock – and thus majority ownership in KDC – would defeat the clear expectations of the parties of the Agreement and, contrary to the Estate’s position, would grant it an unlawful windfall, because under no legitimate reading of the Agreement is the Estate entitled to anything other than the purchase price of Will’s shares,” the petition states.



 

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  1. Video pen? Nice work, "JW"! Let this be a lesson and a caution to all disgruntled ex-spouses (or soon-to-be ex-spouses) . . . you may think that altercation is going to get you some satisfaction . . . it will not.

  2. First comment on this thread is a fitting final comment on this thread, as that the MCBA never answered Duncan's fine question, and now even Eric Holder agrees that the MCBA was in material error as to the facts: "I don't get it" from Duncan December 1, 2014 5:10 PM "The Grand Jury met for 25 days and heard 70 hours of testimony according to this article and they made a decision that no crime occurred. On what basis does the MCBA conclude that their decision was "unjust"? What special knowledge or evidence does the MCBA have that the Grand Jury hearing this matter was unaware of? The system that we as lawyers are sworn to uphold made a decision that there was insufficient proof that officer committed a crime. How can any of us say we know better what was right than the jury that actually heard all of the the evidence in this case."

  3. wow is this a bunch of bs! i know the facts!

  4. MCBA .... time for a new release about your entire membership (or is it just the alter ego) being "saddened and disappointed" in the failure to lynch a police officer protecting himself in the line of duty. But this time against Eric Holder and the Federal Bureau of Investigation: "WASHINGTON — Justice Department lawyers will recommend that no civil rights charges be brought against the police officer who fatally shot an unarmed teenager in Ferguson, Mo., after an F.B.I. investigation found no evidence to support charges, law enforcement officials said Wednesday." http://www.nytimes.com/2015/01/22/us/justice-department-ferguson-civil-rights-darren-wilson.html?ref=us&_r=0

  5. Dr wail asfour lives 3 hours from the hospital,where if he gets an emergency at least he needs three hours,while even if he is on call he should be in a location where it gives him max 10 minutes to be beside the patient,they get paid double on their on call days ,where look how they handle it,so if the death of the patient occurs on weekend and these doctors still repeat same pattern such issue should be raised,they should be closer to the patient.on other hand if all the death occured on the absence of the Dr and the nurses handle it,the nurses should get trained how to function appearntly they not that good,if the Dr lives 3 hours far from the hospital on his call days he should sleep in the hospital

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