Foley & Mansfield’s John G. Beseau prevailed in a recent Missouri appellate decision in a shareholder dispute, with The Court of Appeals affirming a jury verdict in our client’s favor and the Trial Court’s equitable judgment ordering a buyout of our client’s shares.
Beseau represented Joan Robinson, who, along with her two siblings, were equal shareholders and directors of Perma-Jack Company (“PJC”). PJC is a franchisor of a foundation piering system that was started by the parties’ father and gifted to them when he retired. Robinson and her brother, John Langenbach, managed and operated PJC together for about 30 years. Joan served as president, and John served as vice president. Their other sibling, Judy Lanfri, lived on the West Coast and was never employed by PJC or involved in day-to-day operations.
In June 2012, Langenbach and Lanfri, as a majority of the Board of Directors, expelled Robinson from the company. Robinson filed suit in St. Louis County for, among other things, Breach of Fiduciary Duty and Shareholder Oppression (a statutory claim vesting the Trial Court with jurisdiction to grant an array of equitable remedies if a case of oppression is found).
After getting a summary judgment in favor of Langenbach and Lanfri reversed in the case’s first trip to the Court of Appeals in 2014, the Breach of Fiduciary Duty claim was tried before a jury in February 2017. The jury found for Robinson and awarded her $390,000. A bench trial for the Shareholder Oppression claim followed, and the Trial Court ordered Langenbach and Lanfri to purchase Robinson’s one-third of PJC for $59,000. The Court of Appeals affirmed both the verdict and equitable judgment.