Kortum v. Johnson

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

Appeal from: District Court, East Central Judicial District, Cass County
Judge Steven L. Marquart
Nature of Action: Corporations
Counsel:
Appellant: Johnson, Ramstad & Mottinger, PLLP
Appellee: Ohnstad Twichell, P.C.
Term: 01/2008   Argument: 01/08/2008  2:45pm
ND cite: 2008 ND 154
NW cite: 755 N.W.2d 432

Listen to recording of oral argument in MP3 format

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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Docket entries:
106/26/2007 NOTICE OF APPEAL: 06/22/2007
206/26/2007 ORDER FOR TRANSCRIPT: 06/22/2007
308/13/2007 MOT. EXT/TIME TRANSCRIPT
408/13/2007 ACTION BY TRIAL COURT (Mot/Ext/TRA). Granted: 09/19/2007
509/19/2007 MOT. EXT/TIME TRANSCRIPT (Catherine Jorgensen)
609/19/2007 ACTION BY CLERK. Granted: 10/01/2007
710/01/2007 TRANSCRIPTS DATED MARCH 20, 2007 & MARCH 21, 2007
810/01/2007 DISK-TRA (3/20/07 & 3/21/07)
910/02/2007 certificate of service of copies of transcripts (3/20/07 & 3/21/07).
1010/04/2007 RECORD ON APPEAL w/Separates (Entry Nos. 11-transcript, 17, 46, 57-60, 80-84, & 87).
1110/04/2007 Not received with the ROA (Entry Nos. 11-Tape as indicated in Reg. of Actions, 21-24, 40, & 98)
1211/13/2007 APPELLANT BRIEF (e-filed)
1311/13/2007 E-FILED BRIEF (ATB)
1411/13/2007 APPELLANT APPENDIX (e-filed)
1511/13/2007 E-FILED APPENDIX (ATA)
1611/13/2007 Affidavit of Service by First Class & Electronic Transmission of ATB & ATA
1711/16/2007 Received $35.50 for E-filed ATB & ATA (Receipt #17921)
1811/23/2007 Received copies of Appellant Brief from Central Duplicating
1911/23/2007 Received copies of Appellant's Appendix from Central Duplicating
2012/12/2007 APPELLEE BRIEF
2112/12/2007 E-FILED BRIEF - AEB
2212/13/2007 Received $25 surcharge for AEB (Receipt #17953)
2312/20/2007 Received 7 copies of AEB from Central Duplicating
2401/08/2008 APPEARANCES: Craig E. Johnson; Sara K. Sorenson
2501/08/2008 ARGUED: Johnson; Sorenson
2601/08/2008 ORAL ARGUMENT WEBCAST
2708/28/2008 DISPOSITION: REVERSED AND REMANDED
2808/28/2008 SPLIT OPINION: Maring, Mary Muehlen
2908/28/2008 (CONCUR and DISSENT): Crothers, Daniel John: CON/DIS
3008/28/2008 (CONCUR and DISSENT): Sandstrom, Dale V.: CON/DIS
3108/28/2008 Costs on appeal taxed in favor of appellants
3208/29/2008 Judgment Mailed to Parties
3309/23/2008 MANDATE
3409/29/2008 RECEIPT SIGNED BY DISTRICT COURT CLERK'S OFFICE

Generated from Supreme Court Docket on 10/21/2014