JOHN R. BAUR, Appellant,
BAUR FARMS, INC. and ROBERT F. BAUR, Appellees.
Appeal from the Iowa District Court for Madison County, Paul R. Huscher, Judge.
Minority shareholder in a closely held farm corporation appeals from the dismissal of his suit alleging oppression.
Douglas A. Fulton and Allison M. Steuterman of Brick Gentry, P.C., West Des Moines, for appellant.
David L. Charles of Crowley Fleck PLLP, Billings, Montana, and Mark McCormick of Belin McCormick, P.C., Des Moines, for appellees.
A minority shareholder of a family farm corporation sued the corporation and its majority shareholder, who served as a director and officer of the corporation. The minority shareholder alleged illegal, oppressive, malicious, and fraudulent acts by the majority shareholder had resulted in waste of the corporation's assets and constituted a breach of fiduciary duty. The minority shareholder requested dissolution of the corporation or payment of the fair value of his ownership interest. The district court dismissed the action at the conclusion of the minority shareholder's presentation of evidence in a bench trial. The minority shareholder appeals, contending the district court erred in dismissing the action. We reverse and remand with instructions.
I. Factual and Procedural Background.
Baur Farms (BFI) is a family farm corporation formed in 1966 by brothers Merritt and Edward Baur. At the time of its organization, the corporation took ownership of 1736 acres of land previously farmed by the brothers as partners. Two thousand four hundred fifty shares of stock were issued at the outset, with 1262 allocated to Edward and 1188 allocated to Merritt. Merritt, Edward, Merritt's son, John (Jack), and Edward's son, Robert (Bob), were among the original directors of the corporation.
Merritt eventually transferred his stock to his sons, Jack and Dennis. Edward transferred his stock to his son, Bob. Initially, Jack worked on the farm, but eventually he left to pursue a legal education and a successful business career. Dennis also worked for the farm until health issues prevented him from continuing. Dennis's son, James, later began working for the corporation and eventually became the manager of its farming operations.
The original corporate bylaws included restrictions on transfers of the company's stock and established a stock redemption price of $100 per share. The bylaws were amended in 1984 to include a buyout provision. Under this provision, a shareholder wishing to sell his shares must first offer to sell them to the corporation or the other shareholders. If a different price is not agreed upon, the purchase price of the stock is set at the "book value per share of the shareholders' equity interest in the corporation as determined by the Board of Directors, for internal use only, as of the close of the most recent fiscal year." The 1984 amendment established a book value of $686 per share.
Jack had received the bulk of his shares through gifts from Merritt in the 1970s and '80s. On Merritt's passing in 1989, Jack inherited twenty-four additional shares from Merritt's estate, bringing his total ownership to 644 shares. As the executor of the estate, Jack asserted a value of $300 per share for the BFI stock in the probate inventory.
Jack and Bob had disagreements about certain corporate decisions while they served together as directors and officers. For example, Bob believed the corporation should purchase certain farm real estate, but Jack opposed the purchase. Jack's vocal opposition to the acquisition of additional real estate was driven in part by the fact that the corporation paid no dividends and by his desire to sell his interest in the company. Jack believed the use of corporate capital for the purchase of additional farm real estate would diminish the capital otherwise available to purchase his shares. Bob, the majority shareholder, took action to avoid the deadlock of the board on the question of purchasing more real estate. He initiated the expansion of the board from two to three directors and his wife was elected as the third director in 1997. Although Jack had previously served as a vice president of the corporation, he was not reelected and has held only the position of director since 1997.
Jack has wished to sell his shares of stock in the corporation since the early 1990s. He has not, however, tendered them for sale to the corporation or other shareholders under the buyout provision of the bylaws. He continues to believe his shares are worth more than their "book value . . . as determined by the Board of Directors, for internal use only, as of the close of the most recent fiscal year." BFI retained counsel in the 1990s to handle negotiations regarding a possible purchase of Jack's stock. Jack and BFI communicated their respective views of the value of Jack's interest on several occasions over a period of years, but a price was never agreed upon. Jack also had conversations with James about Jack's interest in selling his shares. James suggested the value of Jack's shares should be discounted because they represented a minority interest in the closely held corporation and because of the potential tax consequences attending the corporation's liquidation of assets in funding any proposed buyout.
In late 1992, at the request of Jack and Bob, BFI's counsel estimated with the assistance of accountants the book value of Jack's shares at $331, 228.52, or approximately $514.33 per share. BFI's counsel subsequently communicated to Jack the corporation's offer to purchase his shares for $261, 464, or approximately $406 per share. Jack rejected the offers, questioning the apparent discount claimed by BFI for his minority interest and believing the offers were based on a substantial undervaluation of the company's farm real estate.
After various intervening conversations, Jack hired counsel in 1995 and obtained a new appraisal of the real estate. Armed with the new appraisal, Jack's counsel urged a new valuation of BFI and proposed a value of Jack's shares of approximately $600, 000, or $931.68 per share. Bob rejected this new proposed valuation, contending it was based on an excessive appraisal of the real estate. Bob responded in the spring of 1996 with a new valuation of BFI, estimating the value of Jack's holdings at $398, 418, or approximately $618.66 per share before any minority discount.
Negotiations continued as Jack countered a few months later with a proposed valuation of $500, 000 for his shares, or approximately $776.40 per share. No agreement on a sale price was reached, however, and the discussions stalled for several years.
Jack again expressed interest in selling his shares at a 2002 BFI board meeting. He made a motion that the corporation purchase his shares for $600, 000. The motion failed. Further negotiations ensued, but the parties continued to dispute valuations and valuation methods. At a 2005 board meeting, Jack moved for dissolution of BFI, or in the alternative, moved that BFI purchase his shares at their fair market value. Both motions failed.
Jack commissioned a new appraisal of the corporation's land in 2006 and urged the establishment of an updated value for his interest in BFI. A few months later, James communicated to Jack a proposed valuation of $4.88 million, which assumed land valued at $1500 per acre. Again negotiations stalled because of differences of opinion on land values and on whether a minority discount should be used in calculating the value of Jack's shares.
Jack reopened the communications prior to a 2007 meeting of the board, proposing a new valuation of BFI at $7, 400, 000, which assumed $3000 per acre as the value of the corporation's farm real estate. Based on that proposed valuation, Jack offered to sell his shares for $1, 825, 000, or approximately $2833.85 per share. At the 2007 board meeting, Jack moved again for dissolution of the corporation or, alternatively, for BFI's purchase of his shares at their fair market value. Both motions failed again.
Shortly thereafter, Jack filed suit against Bob and BFI, alleging they had engaged in fraud, illegality, and oppressive conduct, and that Bob had breached his fiduciary duty as a director and officer of the corporation. The district court granted summary judgment for Bob and BFI on the ground that the specific alleged acts of oppression had occurred outside the applicable five-year statute of limitations. Jack appealed, and the court of appeals reversed and remanded for trial. Baur v. Baur Farms, Inc., No. 09–0480, 2010 WL 447063 (Iowa Ct. App. Feb. 10, 2010).
BFI immediately filed another motion for summary judgment. They asserted that although the court of appeals had concluded certain of the alleged acts of oppression had occurred within five years of the commencement of the action and were not barred by the statute of limitations, the court had not adjudicated BFI's claims that as a matter of law their alleged actions had not constituted fraud, illegality, or oppression. The district court denied this second motion for summary judgment, concluding the previous decisions of the district ...