ALEXANDER SHCHARANSKY, Plaintiff/Counterclaim Defendant-Appellant,
VADIM SHAPIRO, BORIS PUSIN, ILYA MARKEVICH, ALEX KOMM, and DMITRY KHOTS, Defendants/Counterclaim Plaintiffs/ Cross-Petition Plaintiffs-Appellees. TATIANA SHCHARANSKY, Plaintiff-Appellant, BORIS SHCHARANSKY, ZOYA STAROSELSKY, LEONID SHCHARANSKY, and SLAVA STAROSELSKY, Cross-Petition Defendants-Appellants,
Appeal from the Iowa District Court for Polk County, Glenn E. Pille, Judge.
The appellants appeal from the district court's entry of summary judgment in favor of the appellees.
Mark Weinhardt and Danielle M. Shelton of Weinhardt & Logan, P.C., Des Moines, for appellants.
Catherine M. Chargo, Todd A. Strother, and Timothy N. Lillwitz of Bradshaw, Fowler, Proctor & Fairgrave, P.C., Des Moines, for appellees.
Heard by Doyle, P.J., and Tabor and Bower, JJ.
Alexander Shcharansky, Tatiana Shcharansky, Boris Shcharansky, Zoya Staroselsky, Leonid Shcharansky, and Slava Staroselsky (the Shcharansky Group) appeal from the district court's entry of defensive summary judgment in favor of Vadim Shapiro, Boris Pusin, Ilya Markevich, Alex Komm, and Dmitry Khots (the Shapiro Group) on Alexander and Tatiana Shcharansky's claim for equitable contribution, and offensive summary judgment in favor of the Shapiro Group on its breach of contract counterclaim/cross-claim against the Shcharansky Group. Because genuine issues of material fact exist on both these claims, summary judgment was not appropriate. We reverse and remand for further proceedings.
I. Background Facts and Proceedings
As described by the appellants in pleadings prior to this appeal, "Although it occurs in the context of a history that rivals that of the Hatfields and McCoys, the present dispute between the Shcharansky Group and the Shapiro Group is straightforward." The following undisputed facts can be gleaned from the record.
Continuous Control Solutions, Inc. (CCS), based in Urbandale, designs software for the oil and gas industry. In 2005 and 2006, CCS borrowed a total of $900, 000 from Wells Fargo Bank. Eight CCS shareholders personally guaranteed the debt: Vadim Shapiro, Boris Pusin, Ilya Markevich, Alex Komm, and Dmitry Khots (of the Shapiro Group), and Alexander Shcharansky, Boris Shcharansky, and Zoya Staroselsky (of the Shcharansky Group).
In September 2007, CCS was in financial straits. The Shapiro Group, comprising the majority of the shareholders, began to prepare for bankruptcy. The Shcharansky Group agreed to purchase the Shapiro Group's shares in CCS. The deal was executed per a Stock Purchase Agreement (SPA) entered on September 16, 2007.
Paragraph 7.1(a) of the SPA provided that the Shcharansky Group would cause CCS to:
Use best efforts to, and prior to the payment of any existing or new debt obligations payable by the Corporation to any Buyer or any Buyer's immediate relative of any entity affiliated with any Buyer or any Buyer's immediate relative, satisfy and repay in full all debt obligations of the Corporation owed to Wells Fargo Bank, N.A.
CCS did not make any principal payments to Wells Fargo from September 2007 through May 2009.
In October 2008, Wells Fargo filed a petition (Case No. EQCE 60256) seeking to collect $900, 000 of principal for two defaulted notes executed by CCS and personally guaranteed by the eight former CCS shareholders—members of the Shapiro Group and the Shcharansky Group. In April 2009, the district court granted summary judgment in favor of Wells Fargo on ...