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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. 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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