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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 He argued this doctrine has been repealed by the adoption of Section 242 of the Restatement (Second) of Contracts which expressly calls for contracts to be enforced even when there has been a material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. Indianapolis employers harassment among minorities AFRICAN Americans needs to be discussed the metro Indianapolis area is horrible when it comes to harassing African American employees especially in the local healthcare facilities. Racially profiling in the workplace is an major issue. Please make it better because I'm many civil rights leaders would come here and justify that Indiana is a state the WORKS only applies to Caucasian Americans especially in Hamilton county. Indiana targets African Americans in the workplace so when governor pence is trying to convince people to vote for him this would be awesome publicity for the Presidency Elections.

  2. Wishing Mary Willis only God's best, and superhuman strength, as she attempts to right a ship that too often strays far off course. May she never suffer this personal affect, as some do who attempt to change a broken system: https://www.youtube.com/watch?v=QojajMsd2nE

  3. Indiana's seatbelt law is not punishable as a crime. It is an infraction. Apparently some of our Circuit judges have deemed settled law inapplicable if it fails to fit their litmus test of political correctness. Extrapolating to redefine terms of behavior in a violation of immigration law to the entire body of criminal law leaves a smorgasbord of opportunity for judicial mischief.

  4. I wonder if $10 diversions for failure to wear seat belts are considered moral turpitude in federal immigration law like they are under Indiana law? Anyone know?

  5. What a fine article, thank you! I can testify firsthand and by detailed legal reports (at end of this note) as to the dire consequences of rejecting this truth from the fine article above: "The inclusion and expansion of this right [to jury] in Indiana’s Constitution is a clear reflection of our state’s intention to emphasize the importance of every Hoosier’s right to make their case in front of a jury of their peers." Over $20? Every Hoosier? Well then how about when your very vocation is on the line? How about instead of a jury of peers, one faces a bevy of political appointees, mini-czars, who care less about due process of the law than the real czars did? Instead of trial by jury, trial by ideological ordeal run by Orwellian agents? Well that is built into more than a few administrative law committees of the Ind S.Ct., and it is now being weaponized, as is revealed in articles posted at this ezine, to root out post moderns heresies like refusal to stand and pledge allegiance to all things politically correct. My career was burned at the stake for not so saluting, but I think I was just one of the early logs. Due, at least in part, to the removal of the jury from bar admission and bar discipline cases, many more fires will soon be lit. Perhaps one awaits you, dear heretic? Oh, at that Ind. article 12 plank about a remedy at law for every damage done ... ah, well, the founders evidently meant only for those damages done not by the government itself, rabid statists that they were. (Yes, that was sarcasm.) My written reports available here: Denied petition for cert (this time around): http://tinyurl.com/zdmawmw Denied petition for cert (from the 2009 denial and five year banishment): http://tinyurl.com/zcypybh Related, not written by me: Amicus brief: http://tinyurl.com/hvh7qgp

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