Court of Appeals of Missouri, Eastern District, First Division
JOAN L. ROBINSON, Appellant,
JOHN F. LAGENBACH, et al., Respondents
Appeal from the Missouri Circuit Court of St. Louis County. Honorable David L. Vincent, III.
John G. Beseau, St. Louis, MO, for appellant.
Paul J. Puricelli, Clayton, MO, for respondents.
LAWRENCE E. MOONEY, JUDGE. CLIFFORD H. AHRENS, P.J., and GLENN A. NORTON, J., concur.
LAWRENCE E. MOONEY,
The plaintiff, Joan Robinson, appeals the summary judgment entered by the Circuit Court of St. Louis County in favor of the defendants, John Langenbach, Judy Longbrook,
and Perma-Jack Company, in Robinson's action against them. We affirm in part, and reverse and remand in part.
Because we conclude that a majority of the directors had authority to remove Robinson from her position as company president and treasurer, we deny Robinson's first two points and affirm the trial court's judgment with regard to this question. Furthermore, because Robinson has alleged no action taken by Langenbach that breaches his fiduciary duty to Robinson as a trustee of the voting trust, we affirm the judgment insofar as Robinson challenges the grant of summary judgment on this basis.
Robinson's remaining challenges involve shareholder oppression, breach of the defendants' fiduciary duties as directors and controlling shareholders, and application of the business-judgment rule. Resolution of these challenges requires making credibility determinations and choosing among competing inferences, which are not permitted at the summary-judgment stage. Therefore, we reverse and remand for trial on these issues.
Facts and Procedural Background
In 1975, George Langenbach incorporated Perma-Jack Company, a franchisor of a foundation steel-piering system. Plaintiff Robinson and Defendants Langenbach and Longbrook are George Langenbach's children. In 1985, in anticipation of his retirement and transfer of the company to his children, George Langenbach established a voting trust for the company, appointing Robinson and Langenbach as the two trustees. In 1988, Robinson, Langenbach, and Longbrook were named as the company's three directors. The three siblings now own the shares of the company in equal portions.
Prior to June 20, 2012, Robinson served as president and treasurer of the company, and Langenbach served as vice-president and secretary. Robinson's son and one of Langenbach's daughters also worked for the company. Robinson was responsible for the administrative side of the business while Langenbach was responsible for recruiting, communicating with, and visiting new and prospective franchisees. Both Robinson and Langenbach had responsibility for maintaining franchisee relationships. Longbrook served as a director but had no role in the day-to-day operations of the company.
Significant differences developed among the parties concerning the management, policies, and direction of the company. Langenbach asked Robinson to resign, and she refused. At a special meeting on June 20, 2012, Langenbach and Longbrook voted in their capacity as directors to remove Robinson as president and treasurer, and her employment with the company and that of her son were terminated. A two-thirds majority of the directors appointed Langenbach as president. The board of directors later appointed Langenbach's daughter as secretary of the company, and she began working for the company full-time. Langenbach's other daughter began part-time employment with the company.
Robinson sued the defendants for breach of fiduciary duty and for dissolution of the company or other equitable relief based on shareholder oppression and waste and misapplication of corporate assets. Robinson's first amended petition also sought ...