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. People have heard of Magna Carta, and not the Provisions of Oxford & Westminster. Not that anybody really cares. Today, it might be considered ethnic or racial bias to talk about the "Anglo Saxon common law." I don't even see the word English in the blurb above. Anyhow speaking of Edward I-- he was famously intolerant of diversity himself viz the Edict of Expulsion 1290. So all he did too like making parliament a permanent institution-- that all must be discredited. 100 years from now such commemorations will be in the dustbin of history.

  2. Oops, I meant discipline, not disciple. Interesting that those words share such a close relationship. We attorneys are to be disciples of the law, being disciplined to serve the law and its source, the constitutions. Do that, and the goals of Magna Carta are advanced. Do that not and Magna Carta is usurped. Do that not and you should be disciplined. Do that and you should be counted a good disciple. My experiences, once again, do not reveal a process that is adhering to the due process ideals of Magna Carta. Just the opposite, in fact. Braveheart's dying rebel (for a great cause) yell comes to mind.

  3. It is not a sign of the times that many Ind licensed attorneys (I am not) would fear writing what I wrote below, even if they had experiences to back it up. Let's take a minute to thank God for the brave Baron's who risked death by torture to tell the government that it was in the wrong. Today is a career ruination that whistleblowers risk. That is often brought on by denial of licenses or disciple for those who dare speak truth to power. Magna Carta says truth rules power, power too often claims that truth matters not, only Power. Fight such power for the good of our constitutional republics. If we lose them we have only bureaucratic tyranny to pass onto our children. Government attorneys, of all lawyers, should best realize this and work to see our patrimony preserved. I am now a government attorney (once again) in Kansas, and respecting the rule of law is my passion, first and foremost.

  4. I have dealt with more than a few I-465 moat-protected government attorneys and even judges who just cannot seem to wrap their heads around the core of this 800 year old document. I guess monarchial privileges and powers corrupt still ..... from an academic website on this fantastic "treaty" between the King and the people ... "Enduring Principles of Liberty Magna Carta was written by a group of 13th-century barons to protect their rights and property against a tyrannical king. There are two principles expressed in Magna Carta that resonate to this day: "No freeman shall be taken, imprisoned, disseised, outlawed, banished, or in any way destroyed, nor will We proceed against or prosecute him, except by the lawful judgment of his peers or by the law of the land." "To no one will We sell, to no one will We deny or delay, right or justice." Inspiration for Americans During the American Revolution, Magna Carta served to inspire and justify action in liberty’s defense. The colonists believed they were entitled to the same rights as Englishmen, rights guaranteed in Magna Carta. They embedded those rights into the laws of their states and later into the Constitution and Bill of Rights. The Fifth Amendment to the Constitution ("no person shall . . . be deprived of life, liberty, or property, without due process of law.") is a direct descendent of Magna Carta's guarantee of proceedings according to the "law of the land." http://www.archives.gov/exhibits/featured_documents/magna_carta/

  5. I'm not sure what's more depressing: the fact that people would pay $35,000 per year to attend an unaccredited law school, or the fact that the same people "are hanging in there and willing to follow the dean’s lead in going forward" after the same school fails to gain accreditation, rendering their $70,000 and counting education worthless. Maybe it's a good thing these people can't sit for the bar.

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