Koch development Corporation and Daniel L. Koch v. Lori A. Koch, as presonal representative to the estate of William A. Koch, Jr., deceased - 8/6/13

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Tuesday  August 6, 2013 
11:00 AM  EST

11 a.m. 82A04-1212-PL-612. Daniel L. Koch (“Dan”) and William A. Koch, Jr. (“Will”) entered into a shareholders’ buy-sell agreement that governed the sale of their respective shares in the family business, Koch Development Corp (“KDC”).  Pursuant to this agreement, upon the death of a shareholder, KDC was called upon to purchase as much of the decedent’s shares as the capital of the company would lawfully permit. To the extent that KDC could not purchase all of the decedent’s shares, the surviving shareholders were called upon to purchase the remaining shares.  While this agreement was in place, Will died.  Thereafter, KDC tendered a $5,000,000 offer to purchase a portion of Will’s shares, and Daniel tendered a separate offer to purchase the remaining shares.  Lori A. Koch (“Lori”), Will’s widow and the personal representative of Will’s estate (“the Estate”), rejected both offers.  The Estate then filed an action seeking a declaratory judgment that the KDC and Dan had breached the buy-sell agreement and that the Estate had the right to keep Will’s shares of KDC because KDC’s offer was insufficient in light of the corporation’s capitalization and that Dan’s offer was insufficient because it was not based on a share price previously agreed upon by the shareholders.  KDC and Dan filed a counter-claim seeking specific performance of the agreement.  The trial court entered judgment in favor of the Estate, finding that KDC and Dan’s actions materially breached the buy-sell agreement and concluding that the Estate was the owner of Will’s shares of KDC and was permanently excused from its obligation to sell its shares to KDC and Dan.  Dan appeals and claims that: (1) KDC and Dan did not materially breach the agreement; and (2) the trial court clearly erred in concluding that the Estate was excused from its obligation to sell Will’s shares of KDC. 

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  1. It appears the police and prosecutors are allowed to change the rules halfway through the game to suit themselves. I am surprised that the congress has not yet eliminated the right to a trial in cases involving any type of forensic evidence. That would suit their foolish law and order police state views. I say we eliminate the statute of limitations for crimes committed by members of congress and other government employees. Of course they would never do that. They are all corrupt cowards!!!

  2. Poor Judge Brown probably thought that by slavishly serving the godz of the age her violations of 18th century concepts like due process and the rule of law would be overlooked. Mayhaps she was merely a Judge ahead of her time?

  3. in a lawyer discipline case Judge Brown, now removed, was presiding over a hearing about a lawyer accused of the supposedly heinous ethical violation of saying the words "Illegal immigrant." (IN re Barker) http://www.in.gov/judiciary/files/order-discipline-2013-55S00-1008-DI-429.pdf .... I wonder if when we compare the egregious violations of due process by Judge Brown, to her chiding of another lawyer for politically incorrectness, if there are any conclusions to be drawn about what kind of person, what kind of judge, what kind of apparatchik, is busy implementing the agenda of political correctness and making off-limits legit advocacy about an adverse party in a suit whose illegal alien status is relevant? I am just asking the question, the reader can make own conclsuion. Oh wait-- did I use the wrong adjective-- let me rephrase that, um undocumented alien?

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  5. You can put your photos anywhere you like... When someone steals it they know it doesn't belong to them. And, a man getting a divorce is automatically not a nice guy...? That's ridiculous. Since when is need of money a conflict of interest? That would mean that no one should have a job unless they are already financially solvent without a job... A photographer is also under no obligation to use a watermark (again, people know when a photo doesn't belong to them) or provide contact information. Hey, he didn't make it easy for me to pay him so I'll just take it! Well heck, might as well walk out of the grocery store with a cart full of food because the lines are too long and you don't find that convenient. "Only in Indiana." Oh, now you're passing judgement on an entire state... What state do you live in? I need to characterize everyone in your state as ignorant and opinionated. And the final bit of ignorance; assuming a photo anyone would want is lucky and then how much does your camera have to cost to make it a good photo, in your obviously relevant opinion?

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