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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. 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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