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Court finds man abandoned shareholder derivative claim

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Because a man “expressly and unambiguously” abandoned his shareholder derivative claim when responding to a court demand to specify his legal claims, he cannot now assert that claim on appeal, the Indiana Court of Appeals ruled.

Don Morris and Randy Coakes sued BioSafe Engineering in March 2010 arguing they had equitable interests and contractual rights in BioSafe and they could bring a shareholder derivative action. Morris claimed he helped create and owned BioSafe, but the articles of organization for the company filed with the secretary of state indicate that Brad Crain and Richard Redpath were the sole members.

The trial court ordered Morris and Coakes to file with the court a document stating the legal theories they assert against the defendants; the document indicated that their theories of recovery were breach of contract, unjust enrichment and estoppel. The trial court granted summary judgment in favor of BioSafe and other defendants.

The case made it to the Court of Appeals in 2012 and the judges reversed summary judgment, rejecting the procedure employed by the trial court. BioSafe filed another motion for summary judgment, which was granted, leading to the instant appeal.

Morris argued that his claims against the company include a shareholder derivative action, but the Court of Appeals rejected his argument.

“In sum, Morris expressly and unambiguously abandoned his shareholder derivative claim in August of 2011 when, in response to the trial court’s demand that he specify his legal claims, Morris admitted to the court that his claims were for breach of contract, unjust enrichment, and equitable estoppel. This court acknowledged Morris’ abandonment of his shareholder derivative claim in Morris I, and nothing in our prior opinion nullified Morris’ express admission to the trial court. Both the trial court and BioSafe relied on and had the right to rely on Morris’ admission,” Judge Edward Najam wrote in Don Morris v. Biosafe Engineering, LLC, 32A04-1306-PL-321.

“Morris was, therefore, estopped from asserting a claim he had abandoned. Thus, Morris’ exclusive theory on appeal — that the trial court erred when it entered summary judgment because he has a legitimate shareholder derivative claim against BioSafe — is not grounds to deny
BioSafe’s motion for summary judgment.”

 

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  1. My mother got temporary guardianship of my children in 2012. my husband and I got divorced 2015 the judge ordered me to have full custody of all my children. Does this mean the temporary guardianship is over? I'm confused because my divorce papers say I have custody and he gets visits and i get to claim the kids every year on my taxes. So just wondered since I have in black and white that I have custody if I can go get my kids from my moms and not go to jail?

  2. Someone off their meds? C'mon John, it is called the politics of Empire. Get with the program, will ya? How can we build one world under secularist ideals without breaking a few eggs? Of course, once it is fully built, is the American public who will feel the deadly grip of the velvet glove. One cannot lay down with dogs without getting fleas. The cup of wrath is nearly full, John Smith, nearly full. Oops, there I go, almost sounding as alarmist as Smith. Guess he and I both need to listen to this again: https://www.youtube.com/watch?v=CRnQ65J02XA

  3. Charles Rice was one of the greatest of the so-called great generation in America. I was privileged to count him among my mentors. He stood firm for Christ and Christ's Church in the Spirit of Thomas More, always quick to be a good servant of the King, but always God's first. I had Rice come speak to 700 in Fort Wayne as Obama took office. Rice was concerned that this rise of aggressive secularism and militant Islam were dual threats to Christendom,er, please forgive, I meant to say "Western Civilization". RIP Charlie. You are safe at home.

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