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. I need an experienced attorney to handle a breach of contract matter. Kindly respond for more details. Graham Young

  2. I thought the slurs were the least grave aspects of her misconduct, since they had nothing to do with her being on the bench. Why then do I suspect they were the focus? I find this a troubling trend. At least she was allowed to keep her law license.

  3. Section 6 of Article I of the Indiana Constitution is pretty clear and unequivocal: "Section 6. No money shall be drawn from the treasury for the benefit of any religious or theological institution."

  4. Video pen? Nice work, "JW"! Let this be a lesson and a caution to all disgruntled ex-spouses (or soon-to-be ex-spouses) . . . you may think that altercation is going to get you some satisfaction . . . it will not.

  5. First comment on this thread is a fitting final comment on this thread, as that the MCBA never answered Duncan's fine question, and now even Eric Holder agrees that the MCBA was in material error as to the facts: "I don't get it" from Duncan December 1, 2014 5:10 PM "The Grand Jury met for 25 days and heard 70 hours of testimony according to this article and they made a decision that no crime occurred. On what basis does the MCBA conclude that their decision was "unjust"? What special knowledge or evidence does the MCBA have that the Grand Jury hearing this matter was unaware of? The system that we as lawyers are sworn to uphold made a decision that there was insufficient proof that officer committed a crime. How can any of us say we know better what was right than the jury that actually heard all of the the evidence in this case."

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