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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. How nice, on the day of my car accident on the way to work at the Indiana Supreme Court. Unlike the others, I did not steal any money or do ANYTHING unethical whatsoever. I am suing the Indiana Supreme Court and appealed the failure of the district court in SDIN to protect me. I am suing the federal judge because she failed to protect me and her abandonment of jurisdiction leaves her open to lawsuits because she stripped herself of immunity. I am a candidate for Indiana Supreme Court justice, and they imposed just enough sanction so that I am made ineligible. I am asking the 7th Circuit to remove all of them and appoint me as the new Chief Justice of Indiana. That's what they get for dishonoring my sacrifice and and violating the ADA in about 50 different ways.

  2. Can anyone please help this mother and child? We can all discuss the mother's rights, child's rights when this court only considered the father's rights. It is actually scarey to think a man like this even being a father period with custody of this child. I don't believe any of his other children would have anything good to say about him being their father! How many people are afraid to say anything or try to help because they are afraid of Carl. He's a bully and that his how he gets his way. Please someone help this mother and child. There has to be someone that has the heart and the means to help this family.

  3. I enrolled America's 1st tax-free Health Savings Account (HSA) so you can trust me. I bet 1/3 of my clients were lawyers because they love tax-free deposits, growth and withdrawals or total tax freedom. Most of the time (always) these clients are uninformed about insurance law. Employer-based health insurance is simple if you read the policy. It says, Employers (lawyers) and employees who are working 30-hours-per-week are ELIGIBLE for insurance. Then I show the lawyer the TERMINATION clause which states: When you are no longer ELIGIBLE! Then I ask a closing question (sales term) to the lawyer which is, "If you have a stroke or cancer and become too sick to work can you keep your health insurance?" If the lawyer had dependent children they needed a "Dependent Conversion Privilege" in case their child got sick or hurt which the lawyers never had. Lawyers are pretty easy sales. Save premium, eliminate taxes and build wealth!

  4. Ok, so cheap laughs made about the Christian Right. hardiharhar ... All kidding aside, it is Mohammad's followers who you should be seeking divine protection from. Allahu Akbar But progressives are in denial about that, even as Europe crumbles.

  5. Father's rights? What about a mothers rights? A child's rights? Taking a child from the custody of the mother for political reasons! A miscarriage of justice! What about the welfare of the child? Has anyone considered parent alienation, the father can't erase the mother from the child's life. This child loves the mother and the home in Wisconsin, friends, school and family. It is apparent the father hates his ex-wife more than he loves his child! I hope there will be a Guardian Ad Litem, who will spend time with and get to know the child, BEFORE being brainwashed by the father. This is not just a child! A little person with rights and real needs, a stable home and a parent that cares enough to let this child at least finish the school year, where she is happy and comfortable! Where is the justice?

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