Bernabucci v. Huber
Mary Bernabucci MacGrath and John R.
Bernabucci and Geraldine Bernabucci,
as Trustees of the John R. and
Geraldine Bernabucci Charitable
Remainder Trust, and Corey Nyhus, Plaintiffs and Appellants
v.
Harvey Huber and Jan Odin, Defendants and Appellees
Judge Ronald E. Goodman
| Appellant: | Nilles, Plambeck, Selbo & Harrie, Ltd. | |
| Appellee: | Dorsey & Whitney |
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I. Whether the District Court erred in granting a Rule 56 summary judgment motion against the Plaintiffs by:
a. concluding as a matter of law that a Mutual Release provision in a Stock Purchase Agreement barred any and all claims arising out of the rescission of a dividend that was both declared and rescinded after the Stock Purchase Agreement was signed;
b. concluding as a matter of law that the Mutual Release provision, which excluded from its scope any claim unrelated "to the solicitation of offers for, or the negotiation and sale of,North Star," did not extend to a claim arising out of the rescission of a dividend that was both declared and rescinded after the Stock Purchase Agreement was signed; and
c. considering and weighing evidence extrinsic to the contract language in the Mutual Release to make a finding of fact that "the declaration of a dividend was clearly associated with the sale of North Star."
II. Whether the District Court erred in granting a Rule 56 summary judgment motion against Plaintiff by concluding as a matter of law that an offer to purchase stock barred any and all claims arising out of the rescission of a dividend that was both declared and rescinded after the offer to purchase was made.
III. Whether the District Court abused its discretion in denying a timely Rule 15 motion to amend the Complaint that sought to join additional parties and to assert additional claims arising out of the conduct that was the subject of the original Complaint.
Appellee's Statement of the Issues:
I. Did the District Court properly grant summary judgment based upon the plain language of written contracts and North Dakota statutes where the undisputed facts demonstrated that the contractual terms and statutory requirements had been satisfied?
II. Did the District Court properly deny as futile a Rule 15 motion to amend where the proposed claims failed as a matter of law based upon the undisputed facts?
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