Corporate Dissolution Is Not Compulsory Counterclaim In Fiduciary Duty Lawsuit, Corporation Is Not Indispensable Party To Corporate Dissolution Action and Brothers' Combined Shares Treated As Single Shareholder For Dissolution
01/08/08
50% shareholder filed breach of fiduciary duty claim against other two 25% shareholders in county A. Thereafter, the two 25% shareholders filed a petition for discontinuance and dissolution of corporation in county B. Court in county B ordered dissolution of corporation and distribution of assets. 50% shareholder appealed claiming dissolution of corporation was a compulsory counterclaim in the prior breach of fiduciary duty claim pending in county B. Court of appeals states the compulsory counterclaim rule is not jurisdictional, but merely “serves as a ‘means of bringing all logically related claims into a single litigation, through the penalty of precluding the later assertion of omitted claims.’” Claims for damages resulting from breach of fiduciary duty are separate and distinct “transactions” or “occurrences” than claims for statutory dissolution with no damages component. Jurisdiction and venue for dissolution would not have been properly brought in county A pursuant to the dissolution statutes, where the principal place of business, registered office and the sole corporate asset were all located in county B. Further, corporation itself is not an indispensable party pursuant to RSMO 351.467 or Rule 52.04 when corporation’s absence as named party was not prejudicial to the parties of the corporation itself, the parties’ rights were fully litigated, adding the corporation as a party would not have changed the parties’ ability to present evidence or the court’s ability to enter a valid judgment disposing of all issues as to all parties, complete relief was accorded among the parties, the corporation’s absence would not leave any parties with a risk of incurring double liability, the parties treated the corporation as a party throughout the case, and all shareholders and directors of the corporation were named in the petition and caption and fully participated in the case. RSMO 351.467 states that a stockholder may file a petition seeking dissolution for the corporation and unless both stockholders have agreed upon a plan of discontinuance the court “shall dissolve such corporation.” Lastly, court rejects the argument that dissolution pursuant to RSMO 351.467 is only proper when there are only two shareholders, finding that brothers shares should be combined and treated as a single “shareholder” for purposes of RSMO 351.467, as set forth in 26 USC 267. Steinmann v. Davenport, Docket No. ED88051 (Mo.App.E.D. 1/08/08)
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