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Holiday World family takes dispute to Court of Appeals

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An agreement meant to keep a popular amusement park in the family has sparked a bitter dispute that has reached the Indiana Court of Appeals.

Attorneys representing Koch family members presented oral arguments Aug. 6 before the appellate court in Koch Development Corp. and Daniel L. Koch v. Lori A. Koch, as personal representative to the estate of William A. Koch, Jr., deceased, 82A-4-1212-PL-612.

The Koch family owns Holiday World & Splashin’ Safari near Evansville. Will Koch, grandson of the park’s founder Louis J. Koch, was the majority owner in partnership with his brother Dan Koch, an attorney in Florida.

After Will Koch’s sudden death on June 13, 2010, Dan Koch was elected president of the business and took over operations.

Lori Koch, Will’s widow, and Dan Koch are fighting over the share price of the business under terms of a buy-sell agreement the brothers had. Both sides told the court that the purpose of the agreement was to keep Holiday World in the Koch family.

At the end of oral arguments, Judge John Baker said that from his point of view the situation looks as if this is a fractured family and there is probably nothing the courts can do.
   
The buy-sell agreement in place at the time of Will Koch’s death dictated the sale of their respective shares in the family business. In this situation, Koch Development Corp. had to purchase as much of the decedent’s shares as the capital of the company would lawfully permit while the remaining shares were to be purchased by the surviving shareholders.

KDC tendered an offer of $5 million and Dan Koch made a separate offer which brought the total amount to just under $27 million.

Lori Koch rejected both offers, claiming her husband’s shares were worth more than $32.5 million. She pointed to the brothers’ agreement in 2009 that the price per share was $653.07. Dan Koch and KDC countered that the shares were worth $541.93 each.

In January 2011, Lori Koch filed suit.

The trial court entered a judgment in favor of the estate. It found that KDC’s and Dan Koch’s actions materially breached the buy-sell agreement and concluded the estate was permanently excused from the obligation to sell its shares to KDC and Dan Koch.

On appeal, Dan Koch argued the trial court should be reversed. He claims he and KDC did not materially breach the agreement and that the trial court erred in excusing the estate from selling Will Koch’s shares.

During oral arguments, the appeals court judges questioned the attorneys about the specifics of the buy-sell agreement and the intent of that agreement. Jim Johnson, partner at Rudolph Fine Porter & Johnson LLP, represented KDC and Dan Koch. Terry Farmer, managing partner at Bamberger Foreman Oswald & Hahn LLP, represented Lori Koch.

Judge Paul Mathias raised the 180-day time limit included in the agreement and questioned Johnson as to why Dan Koch waited until the 178th day to tender an offer.

Johnson replied his client was practicing law in Florida and Will Koch’s death put him in an unexpected position of running the park.

Mathias countered that Dan Koch is an attorney. Issues do not always come when it is convenient for the attorney, he said. When Dan Koch stepped into the leadership role at Holiday World, he had an obligation to meet in 180 days.

The judges also queried Farmer about the price Lori Koch is arguing each share is worth. Farmer explained that was the price agreed upon by the shareholders on Jan. 1, 2009.

Baker asked, since he had bought a Buick in 1974 for $3,500, was the automaker obligated to sell him another car at the same price?

Farmer explained that every two years the shareholders set the pricing mechanism within the agreement. The price of $653.07 agreed upon in Jan. 2009 would govern.
 

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  1. 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

  2. Justice has finally been served. So glad that Dr. Ley can finally sleep peacefully at night knowing the truth has finally come to the surface.

  3. While this right is guaranteed by our Constitution, it has in recent years been hampered by insurance companies, i.e.; the practice of the plaintiff's own insurance company intervening in an action and filing a lien against any proceeds paid to their insured. In essence, causing an additional financial hurdle for a plaintiff to overcome at trial in terms of overall award. In a very real sense an injured party in exercise of their right to trial by jury may be the only party in a cause that would end up with zero compensation.

  4. Why in the world would someone need a person to correct a transcript when a realtime court reporter could provide them with a transcript (rough draft) immediately?

  5. This article proved very enlightening. Right ahead of sitting the LSAT for the first time, I felt a sense of relief that a score of 141 was admitted to an Indiana Law School and did well under unique circumstances. While my GPA is currently 3.91 I fear standardized testing and hope that I too will get a good enough grade for acceptance here at home. Thanks so much for this informative post.

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