Court of Appeals of Missouri, Western District, First Division
FROM THE CIRCUIT COURT OF JACKSON COUNTY The Honorable Joel
P. Fahnestock, Judge.
Before: James E. Welsh, Presiding Judge, Lisa White Hardwick
and Gary D. Witt, Judges.
WHITE HARDWICK, JUDGE.
Moore and Tony Moore (collectively, "the Moores")
appeal from a judgment dismissing their lawsuit against Armed
Forces Bank, N.A. The Moores contend the court erred in
dismissing Counts II and III of their petition for failure to
state a claim upon which relief could be
granted. They also contend the court abused its
discretion in denying their motion to amend their petition.
For reasons explained herein, we affirm.
AND PROCEDURAL HISTORY
years ago, friends and business partners Lamar Moore
("Lamar") and Gary Dickinson
("Dickinson") had a discussion about a business
opportunity. Dickinson informed Lamar that he was planning to
purchase Armed Forces Bank, N.A. ("Armed Forces
Bank"). Dickinson and Lamar also discussed the
possibility of Lamar's purchasing part of Armed Forces
Bank as an investor. They agreed that Lamar would purchase a
five percent interest for $180, 000. Lamar paid the purchase
price to either Dickinson or Armed Forces Bank. As in prior
dealings between Lamar and Dickinson, Dickinson handled the
paperwork related to the stock purchase.
1983, Lamar entered into a separation agreement with his
wife, Shirley Moore ("Shirley") as part of their
divorce. The agreement provided that Lamar would transfer his
stock in Armed Forces Bank to Shirley. Thereafter, apart from
informing Dickinson that Shirley was to receive his stock in
Armed Forces Bank, Lamar did not take any action to transfer
his stock to Shirley. Dickinson passed away in 1997. To
Lamar's knowledge, no formal transfer of stock was ever
made to Shirley.
2009, Shirley died, and her son Tony Moore ("Tony")
was appointed as the executor of her estate. As part of his
duties as executor, Tony looked for but could not find any
Armed Forces Bank stock certificates. Lamar was also unsuccessful
in his attempt to locate Armed Forces Bank stock
and Tony later filed an action against Armed Forces Bank and
Dickinson Financial Corporation in the circuit court of Jackson
County on December 9, 2015. They asserted claims of
"Equitable Accounting, " "Replacement of Lost
Stock Certificates, " and a breach of contract claim,
which the Moores captioned as "Specific Performance or
April 2016, Defendants filed a motion to dismiss the
Moores' petition. The motion asserted various grounds for
dismissal, including that the petition failed to state a
valid claim for relief, that the Moores' claims were
barred by the statute of limitations, and that Lamar lacked
standing to pursue the claims. The Moores filed a response in
opposition to Defendants' motion to dismiss and requested
leave to amend their petition in the event that the court
found that their breach of contract claim failed to state a
claim for relief.
August 10, 2016, the circuit court entered its judgment
granting Defendants' motion and dismissing the
Moores' petition with prejudice. Five days later, the
Moores filed a motion to amend their petition along with a
proposed amended petition. On October 7, 2016, the court
entered an order denying the Moores' motion to amend
their petition, noting that it had already implicitly denied
the Moores' request to amend in its August 10, 2016
judgment and order. The Moores appeal.
review the grant of a motion to dismiss de novo and will
consider only whether the grounds stated in the motion
supported dismissal. Alridge v. Francis, 503 S.W.3d
314, 316 (Mo. App. 2016). We accept the plaintiffs'
allegations in the petition as true and grant the plaintiffs
all reasonable inferences therefrom. Campbell v. Cty.
Comm'n of Franklin Cty.,453 S.W.3d 762, 767 (Mo.
banc 2015). "The petition is reviewed in an almost
academic manner, to determine if the facts alleged meet the
elements of a ...