Danuser v. IDA Marketing Corp.

20120443 Reed H. Danuser, Plaintiff and Appellee
v.
IDA Marketing Corporation;
IDA of Moorhead Corporation;
James Leach, Steve Leach,
David P. Gruenhagen, and Val
Tareski Defendants
------------------
IDA Marketing Corporation;
IDA of Moorhead Corporation;
James Leach Appellants


Appeal from: District Court, East Central Judicial District, Cass County
Judge Wickham Corwin
Nature of Action: Other (Civil)
Counsel:
Appellant: Robert Brandon Stock
Appellee: Ronald H. McLean
Appellee: Peter William Zuger
Appellant: Vanessa L. Anderson
Appellant: Michael D. McNair
Term: 06/2013   Argument: 06/10/2013  2:45pm
ND cite: 2013 ND 196
NW cite: 838 N.W.2d 488

Listen to recording of oral argument in MP3 format

Issues: Appellant's Statement of the Issues:
1. Did the District Court err in finding Defendants IDA of Moorhead Corporation and James Leach jointly and severally liable?
2. Did the District Court err in granting the Plaintiff Reed H. Danuser broader relief than requested by him?

James Leach Statement Issues
1. Whether the fiduciary duty of a corporate director extends to an individual shareholder given (1) the injury alleged to have suffered is solely confined to the individual shareholder and is neither shared with any other shareholder of the corporation nor suffered by the corporation itself, and (2) the individual shareholder does not have a contract or special relationship with the director to impose a fiduciary duty.
2. Whether a corporate director allegedly in breach of a fiduciary duty can be jointly and severally liable for a resulting damage award where the alleged injury is to an individual shareholder and not the corporation itself.
3. Whether the trial court erred as a matter of law where the trial court incorrectly assumed Appellant was a co-shareholder with Appellee and therefore incorrectly applied the heightened standard of co-shareholder liability.

Appellee's Statement of the Issues:
[1] Whether the trial court erred in determining that James Leach owed Reed Danuser a fiduciary duty, when James Leach conceded to the trial court that he owed Reed Danuser a fiduciary duty, when James Leach never raised any objection to owing Danuser a fiduciary duty, and when James Leach is liable to a single shareholder under N.D.C.C.  10-19.1-115(1) anyway.
[2] Whether the trial court abused its discretion in awarding Reed Danuser damages for James Leach's breach of his fiduciary duties, when James Leach is not a party to the Buy-Sell Agreement, when the Buy-Sell Agreement does not apply to a breach of fiduciary duty claim, and when there is no evidence to support how to use the calculations in the Buy-Sell Agreement.
[3] Whether the trial court abused its discretion in concluding that James Leach, IDA of Moorhead Corporation, and IDA Marketing Corporation should be jointly and severally liable for James Leach's breach of his fiduciary duties, when N.D.C.C. Ch. 10-19.1 allows the court to fashion any relief that is just and equitable under the circumstances.

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Docket entries:
112/20/2012 NOTICE OF APPEAL: 12/18/2012
212/20/2012 ORDER FOR TRANSCRIPT: 12/18/2012
312/20/2012 Amended Order for Transcripts Filed December 19, 2012
412/20/2012 ANNOUNCED DISQUALIFICATION: Kapsner, Carol Ronning
512/26/2012 TRANSCRIPT DATED AUGUST 3, 2011, & C.O.S.
612/26/2012 DISK-tra (8/3/11) e-mailed
712/31/2012 MOTION FOR REMAND
801/02/2013 ACTION BY CHIEF JUSTICE. Granted
901/02/2013 ORDER OF REMAND
1001/03/2013 Order/Judgment Sent to Parties
1101/28/2013 TRANSCRIPTS DATED (July 16, 2012, July 17, 2012 and July 18, 2012) & C.O.S.
1201/28/2013 DISK-Transcript dated (7/16/12, 7/17/12 and 7/18/12)(e-mailed)
1302/20/2013 ELEC. RECORD ON APPEAL DATED FEBRUARY 19, 2013 (ENTRY NOS.1-356)
1402/20/2013 MOT. EXT/TIME APPELLANT BRIEF (SUA SPONTE DUE TO REMAND)
1502/20/2013 ACTION BY CLERK (SUA SPONTE DUE TO REMAND). Granted: 03/23/2013
1603/07/2013 MOT. EXT/TIME APPELLANT BRIEF
1703/07/2013 E-FILED MOTION
1803/07/2013 ACTION BY CHIEF JUSTICE. Granted: 04/22/2013
1904/12/2013 Notice of Appearance by Michael D. McNair for IDA of Moorhead Corporation
2004/22/2013 Rec'd $35.50 surcharge for ATB & ATA (receipt 21813)
2104/22/2013 APPELLANT BRIEF (IDA of Moorhead Corporation)
2204/22/2013 E-FILED BRIEF
2304/22/2013 APPELLANT APPENDIX (IDA of Moorhead Corporation)
2404/22/2013 E-FILED APPENDIX
2504/23/2013 APPELLANT BRIEF (James Leach)
2604/23/2013 APPELLANT APPENDIX (James Leach)
2704/23/2013 DISK (ATB) (e-mailed)
2804/26/2013 MOT. EXT/TIME APPELLANT BRIEF (Leach)
2904/26/2013 E-FILED MOTION
3004/26/2013 ACTION BY CLERK. Granted: 04/23/2013
3104/26/2013 Rec'd non-substantive corrections to ATB & ATA (James Leach)
3205/08/2013 Rec'd non-substantive corrections to ATB & ATA (IDA of Moorhead Corporation)
3305/10/2013 We rec'd 7 copies of ATB & 6 copies of ATA from Central Duplicating (IDA of Moorhead Corporation)
3405/13/2013 MOTION FOR BRIEF IN EXCESS WORD LIMIT
3505/13/2013 E-FILED MOTION
3605/13/2013 ACTION BY CHIEF JUSTICE. Granted
3705/16/2013 NOTICE OF ORAL ARGUMENT SENT
3805/23/2013 SITTING WITH THE COURT: Schmalenberger, Allan L.
3905/22/2013 APPELLEE BRIEF (PDF)
4005/22/2013 E-FILED BRIEF (PDF)
4105/22/2013 APPELLEE APPENDIX
4205/22/2013 E-FILED APPENDIX
4305/29/2013 Rcv'd 7 copies of AEB & 6 copies of AEA from CSD
4406/04/2013 REPLY BRIEF (IDA of Moorhead Corporation)
4506/04/2013 E-FILED BRIEF
4606/04/2013 We rec'd 7 copies of RYB from Central Duplicating
4706/05/2013 REPLY BRIEF (Leach)
4806/05/2013 E-FILED BRIEF
4906/07/2013 Rcv'd $39.00 surcharge for AEB & AEA (Receipt #21894)
5006/07/2013 Rcv'd $25 surcharge for Leach RYB (receipt #21896)
5106/10/2013 APPEARANCES: Robert Stock and Vanessa Anderson/Michael McNair/Ronald McLean and Peter Zuger
5206/10/2013 ARGUED: Stock/McNair/McLean
5306/10/2013 ORAL ARGUMENT WEBCAST
5410/30/2013 DISPOSITION: AFFIRMED
5510/30/2013 SPLIT OPINION: Maring, Mary Muehlen
5610/30/2013 (DISSENTTING): Crothers, Daniel John: DISSENT
5710/30/2013 Costs on Appeal taxed in favor of appellee
5810/31/2013 Judgment Sent to Parties
5911/13/2013 PETITION FOR REHEARING (Leach)(PDF)
6011/13/2013 E-FILED BRIEF (PDF)
6111/25/2013 ACTION BY SUPREME COURT. Denied
6212/03/2013 MANDATE
6312/06/2013 RECEIPT SIGNED BY DISTRICT COURT CLERK'S OFFICE

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