Clintsman et al. v. Gervais et al. (2021): LLC member oppression and Breach of Fiduciary Duty

Will represented two siblings in a family–owned business with a total of seven sibling members.  The siblings collectively owned six LLCs, which in turn owned over 100 pieces of real estate in various states. The case was largely litigated during the COVID-19 pandemic, with numerous depositions and motion hearings.  The court granted summary judgment in favor of our clients on their oppression and breach of fiduciary duty claims and granted their motion for a fair value buyout.  No trial was necessary.  It is believed that this is the first decision in which a court has granted a fair value buyout award, on motion, to a member of an LLC under Minnesota’s Revised Limited Liability Company Act, Minnesota Statutes Chapter 322C.

Holmes et al. v. O’Connor and Taco John’s International et al. (2021): Shareholder Oppression and Breach of Fiduciary Duty

Will represented three owners in the family–owned Taco John’s business, which is the largest privately–owned company in the state of Wyoming.  The Anthony Ostlund team commenced an action in Wyoming state court against the companies and certain other shareholders and directors for shareholder oppression and breach of fiduciary duty.  After extensive litigation, a resolution was negotiated that resulted in a buyout and business divorce of our clients from the Taco John’s enterprise.

Shareholder Oppression/Breach of Fiduciary Duty/Uniform Voidable Transactions Act

Will was retained by two minority owners in the middle of a dispute over a business transaction gone wrong. At the time, the other side was demanding over $1 million from Will’s clients. Through his in-depth knowledge of the law and strategic thinking, however, Will was able to turn the tables in his clients’ favor almost immediately. After strategic and aggressive litigation maneuvers, Will’s clients controlled the litigation. Will successfully had all of the claims against his clients dismissed, and he received permission from the Court to seek punitive damages against the wrongdoers. Once Will had repositioned the case in his clients’ favor and after the opposing parties changed counsel—multiple times—to try to match Will’s litigation skills, the other side came to Will seeking to settle. In the end, Will was able to obtain a favorable settlement for his clients.