Kortum v. Johnson
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| 20070186 |
Cynthia Kortum and
Cynthia Kortum Enterprises, LTD., Plaintiffs and Appellants
v.
Steve Johnson, Therese Johnson,
Tracy Martin, Michelle Radke-Hella,
and Independent Family Doctors, LTD., Defendants and Appellees
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| Appeal from: |
District Court,
East Central Judicial District,
Cass County
Judge Steven L. Marquart |
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Nature of Action: |
Corporations
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| Counsel: |
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| Term: |
01/2008 Argument: 01/08/2008 02:45pm
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| ND cite: |
2008 ND 154
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| NW cite: |
755 N.W.2d 432
Listen to recording of oral argument
using RealPlayer Basic,© a free download.
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| Issues: |
Appellant's Statement of the Issues:
I. Whether the trial court erred as a matter of law when it interpreted the Buy-Sell Agreement.
II. Whether the trial court erred as a matter of law when it failed to grant Plaintiffs the relief required under the Business Corporations Act.
Appellee's Statement of the Issues:
1. The first issue is whether the trial court correctly concluded that the provision governing the stock price in the event that "the shareholders are unable to agree upon a price" did not apply when the shareholders never had any discussions
concerning setting a price for stock.
2. The second issue is whether the trial court correctly determined that a shareholder-employee has no claim for breach of fiduciary duty resulting from her involuntary termination when the shareholder-employee had no employment agreement and
acknowledged in her buy-sell agreement that she could be terminated "voluntarily or involuntarily" and "for any reason whatsoever."
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| 1 | | 06/26/2007 | |
NOTICE OF APPEAL: 06/22/2007 |
| 2 | | 06/26/2007 | |
ORDER FOR TRANSCRIPT: 06/22/2007 |
| 3 | | 08/13/2007 | |
MOT. EXT/TIME TRANSCRIPT |
| 4 | | 08/13/2007 | |
ACTION BY TRIAL COURT (Mot/Ext/TRA). Granted: 09/19/2007 |
| 5 | | 09/19/2007 | |
MOT. EXT/TIME TRANSCRIPT (Catherine Jorgensen) |
| 6 | | 09/19/2007 | |
ACTION BY CLERK. Granted: 10/01/2007 |
| 7 | | 10/01/2007 | |
TRANSCRIPTS DATED MARCH 20, 2007 & MARCH 21, 2007 |
| 8 | | 10/01/2007 | |
DISK-TRA (3/20/07 & 3/21/07) |
| 9 | | 10/02/2007 | |
certificate of service of copies of transcripts (3/20/07 & 3/21/07). |
| 10 | | 10/04/2007 | |
RECORD ON APPEAL w/Separates (Entry Nos. 11-transcript, 17, 46, 57-60, 80-84, & 87). |
| 11 | | 10/04/2007 | |
Not received with the ROA (Entry Nos. 11-Tape as indicated in Reg. of Actions, 21-24, 40, & 98) |
| 12 | | 11/13/2007 | |
APPELLANT BRIEF (e-filed) |
| 13 | | 11/13/2007 | |
E-FILED BRIEF (ATB) |
| 14 | | 11/13/2007 | |
APPELLANT APPENDIX (e-filed) |
| 15 | | 11/13/2007 | |
E-FILED APPENDIX (ATA) |
| 16 | | 11/13/2007 | |
Affidavit of Service by First Class & Electronic Transmission of ATB & ATA |
| 17 | | 11/16/2007 | |
Received $35.50 for E-filed ATB & ATA (Receipt #17921) |
| 18 | | 11/23/2007 | |
Received copies of Appellant Brief from Central Duplicating |
| 19 | | 11/23/2007 | |
Received copies of Appellant's Appendix from Central Duplicating |
| 20 | | 12/12/2007 | |
APPELLEE BRIEF |
| 21 | | 12/12/2007 | |
E-FILED BRIEF - AEB |
| 22 | | 12/13/2007 | |
Received $25 surcharge for AEB (Receipt #17953) |
| 23 | | 12/20/2007 | |
Received 7 copies of AEB from Central Duplicating |
| 24 | | 01/08/2008 | |
APPEARANCES: Craig E. Johnson; Sara K. Sorenson |
| 25 | | 01/08/2008 | |
ARGUED: Johnson; Sorenson |
| 26 | | 01/08/2008 | |
ORAL ARGUMENT WEBCAST |
| 27 | | 08/28/2008 | |
DISPOSITION: REVERSED AND REMANDED |
| 28 | | 08/28/2008 | |
SPLIT OPINION: Maring, Mary Muehlen |
| 29 | | 08/28/2008 | |
(CONCUR and DISSENT): Crothers, Daniel John: CON/DIS |
| 30 | | 08/28/2008 | |
(CONCUR and DISSENT): Sandstrom, Dale V.: CON/DIS |
| 31 | | 08/28/2008 | |
Costs on appeal taxed in favor of appellants |
| 32 | | 08/29/2008 | |
Judgment Mailed to Parties |
| 33 | | 09/23/2008 | |
MANDATE |
| 34 | | 09/29/2008 | |
RECEIPT SIGNED BY DISTRICT COURT CLERK'S OFFICE |