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. Joe, you might want to do some reading on the fate of Hoosier whistleblowers before you get your expectations raised up.

  2. I had a hospital and dcs caseworker falsify reports that my child was born with drugs in her system. I filed a complaint with the Indiana department of health....and they found that the hospital falsified drug screens in their investigation. Then I filed a complaint with human health services in Washington DC...dcs drug Testing is unregulated and is indicating false positives...they are currently being investigated by human health services. Then I located an attorney and signed contracts one month ago to sue dcs and Anderson community hospital. Once the suit is filed I am taking out a loan against the suit and paying a law firm to file a writ of mandamus challenging the courts jurisdiction to invoke chins case against me. I also forwarded evidence to a u.s. senator who contacted hhs to push an investigation faster. Once the lawsuit is filed local news stations will be running coverage on the situation. Easy day....people will be losing their jobs soon...and judge pancol...who has attempted to cover up what has happened will also be in trouble. The drug testing is a kids for cash and federal funding situation.

  3. (A)ll (C)riminals (L)ove (U)s is up to their old, "If it's honorable and pro-American, we're against it," nonsense. I'm not a big Pence fan but at least he's showing his patriotism which is something the left won't do.

  4. While if true this auto dealer should be held liable, where was the BMV in all of this? How is it that the dealer was able to get "clean" titles to these vehicles in order to sell them to unsuspecting consumers?

  5. He has refused his Assent to Laws, the most wholesome and necessary for the public good. He has forbidden his Governors to pass Laws of immediate and pressing importance, He has erected a multitude of New Offices, and sent hither swarms of Officers to harrass our people, and eat out their substance. He has combined with others to subject us to a jurisdiction foreign to our constitution, and unacknowledged by our laws; giving his Assent to their Acts of pretended Legislation: For imposing Taxes on us without our Consent: He is at this time transporting large Armies of foreign Mercenaries to compleat the works of death, desolation and tyranny, already begun with circumstances of Cruelty & perfidy scarcely paralleled in the most barbarous ages, and totally unworthy the Head of a civilized nation.. He has excited domestic insurrections amongst us, and has endeavoured to bring on the inhabitants of our frontiers, the merciless [ ] Savages, whose known rule of warfare, is an undistinguished destruction of all ages, sexes and conditions. GOD BLESS THE GOVERNORS RESISTING! Count on the gutless judiciary to tie our children down and facilitate the swords being drawn across their throats. Wake Up America ...