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Meadowfresh Solutions USA, LLC v. Maple Grove Farms, LLC

Court of Appeals of Missouri, Southern District, First Division

September 6, 2019

MEADOWFRESH SOLUTIONS USA, LLC, et al., Plaintiffs-Respondents,
v.
MAPLE GROVE FARMS, LLC, a Missouri limited liability company, et al., Defendants-Appellants.

          APPEAL FROM THE CIRCUIT COURT OF GREENE COUNTY HONORABLE JASON R. BROWN, CIRCUIT JUDGE.

          OPINION

          Nancy Steffen Rahmeyer, J.

         Meadowfresh Solutions USA, LLC ("Meadowfresh") brought suit against Maple Grove Farms, LLC, Leon Rinehart, Ted Dahlstrom, Carol Dahlstrom, Curtis Hall, Lisa Hall, Kyle Bounous, and All American Cattle Leasing, LLC (collectively, these defendants will be referred to as "Maple Grove" unless we are speaking of an individual defendant) in 19 counts.[1] During the pendency of that action, Meadowfresh filed a motion for appointment of a receiver. The motion was granted on June 16, 2017; however, a receiver was not appointed at that time. The case went to a jury trial on the counts of Malicious Prosecution, Breach of Contract/Civil Conspiracy, Breach of Contract/Tortious Interference/Civil Conspiracy, and Piercing of Corporate Veil. Judgment was entered for Meadowfresh in the amount of over 7.3 million dollars, together with attorneys' fees in the amount of $488, 190.96 and taxable costs in the amount of $15, 340.64. The judgment in that case is not the subject of the current appeal.[2]

         The trial court then severed two counts from the prior petition, for dissolution (Count II) and for an accounting (Count XIV), as well as Meadowfresh's motion for appointment of a receiver which was previously sustained on or about June 16, 2017. Subsequently, Counts II and XIV were dismissed by Meadowfresh and the current action for a dissolution and accounting against the same parties was filed (case number 1731-CC01311). It is a ruling in this lawsuit that is now on appeal.

         Meadowfresh brought a Motion for Entry of Order Based on Prior Grant of Plaintiff's Motion for Appointment of Receiver (see attached Exhibit A) and further based on "subsequent and ongoing intentional conduct of Defendants that is wasting or otherwise threatening the assets of [Maple Grove]." Maple Grove filed suggestions in opposition to the motion. The court granted the motion on November 6, 2017, and approved the appointment of a receiver. Per a docket entry of November 6, 2017:

AFTER FURTHER CONSIDERATION AND REVIEW, COURT NOW OVERRULES DFTS' OBJECTIONS TO PLAINTIFF'S MOTION FOR ENTRY OF ORDER APPOINTING RECEIVER, EXCEPT AS TO THE CHARGE AND PAYMENT OF COMPENSATION OF THE RECEIVER, WHICH IS ORDERED TO BE PAID BY DFT MAPLE GROVE FARMS, LLC. COURT FINDS PLAINTIFF HAS MADE ADEQUATE SHOWING THAT EXCEPTIONAL CONDITIONS EXIST AND THUS SAID MOTION IS NOW OTHERWISE SUSTAINED, PER FORMAL ORDER SIGNED THIS DATE.

         Maple Grove then sought a Motion for Order Revoking, or in the Alternative, Modifying and Changing Interlocutory Order Appointing Receiver. That motion was denied on November 29, 2017. Maple Grove timely brought an appeal, pursuant to section 512.020(2), [3] from the order which denied the revocation of the appointment of a receiver on December 7, 2017. Maple Grove claims three points of error: first, on the basis that the trial court had no "authority" to grant the motion for receiver; second, the trial court erred in finding "the law of the case doctrine" applied to enter an order appointing a receiver; and third, the trial court abused its discretion by failing to take any evidence prior to appointing the receiver. We deny all three points and affirm the denial of the motion to revoke the appointment of the receiver.

         POINT I

         Maple Grove claims that the prior motion for the appointment of a receiver was "abandoned prior to trial" and the court had no authority to grant the appointment of a receiver in the prior case. That is true; however, that truth does not assist Maple Grove. The trial court did not grant the appointment of a receiver in case number 1531-CC01018. Maple Grove does not present any arguments or facts to indicate that the trial court ordered the appointment of a receiver in case number 1531-CC01018, a case that was designated final and is currently the subject of a different appeal. What Maple Grove does do in this point is argue that the filing of the second cause of action is an impermissible splitting of a cause of action. That claim of error is not available to Maple Grove in this appeal, which is, by Maple Grove's own statements, an interlocutory appeal, from the denial of a revocation of the appointment of a receiver. There is no judgment, much less a final judgment, in this case. Maple Grove's first point is denied.

         POINT II

         Maple Grove's second claim of error is that the trial court incorrectly used the "law of the case" from the appealed judgment in the first case to support granting a receiver in the current case. Maple Grove arrives at this conclusion by citing to the transcript of November 6, 2017, in which he claims that the trial court ruled that the appointment of a receiver was decided by using "the law of the case." A fair reading of the transcript indicates that after a long discussion whether the trial court had any jurisdiction over the case at all, the trial court used the phrase "law of the case" in his direction to the parties in their argument, as set forth below.

[Meadowfresh's attorney]: And we said before the trial ever occurred that the judge was going to hear the evidence and then make the determinations on our claims for judicial dissolution and the accounting.
. . . .
THE COURT: Well, [Maple Grove's attorney's] argument, as I understand it, is the fact that if it's not reflected formally before the amended judgment means those claims were abandoned and not capable of -- and they were compulsory and abandoned and not properly preserved and, therefore, I lack jurisdiction?
. . . .
[Meadowfresh's attorney]: . . . I can move for dissolution of the LLC for any reason whatsoever. Now that's the extreme position which is -- which is an extreme. . . . [W]e have additional bases since trial for not only moving for dissolution, but also asking for the appointment of a receiver. . . . [W]e still have brand new bases for not only dissolution, but also the appointment of a receiver in this case.
THE COURT: Well, the part of his alternative argument is, you might if you refile today, but you don't have springing jurisdiction so that if you didn't have -- if I didn't have jurisdiction, then you don't - there's no such thing as after acquired jurisdiction, you didn't get it until this morning so that doesn't retroactively make it all good, so to speak.
[Meadowfresh's attorney]: . . . [W]hen we have the right to bring that based on new facts[, ] . . . we could still refile it tomorrow based on new facts. . . . [W]e're talking about an equitable claim that the jury could not have rendered. It's a judicial dissolution by statute, only the Court can make that determination.
THE COURT: Well, I think, his point there is until -- until there -- since there was not a final judgment at the time you filed this case[.]
[Meadowfresh's attorney]: . . . The finality of the judgment only affects whether or not it's appealable. . . . [T]hat's an issue for the Court of Appeals to determine. . . . [B]ecause we have new facts and a new bases [sic] for filing this.
. . . .
THE COURT: All right. Understood. Thank you. [Maple Grove's attorney] . . . is it your position that an arguable splitting of a cause of action is never curable?
[Maple Grove's attorney]: It is not. . . . [I]t is akin to res judicata. . . . [A]ssume that [for the purposes of this hearing] the Court will take judicial notice of the Court's own records?
THE COURT: I will. Yes, sir.
. . . .
[Maple Grove's attorney]: . . . They split their cause of action and they are not now in a position to complain about this.
. . . .
THE COURT: . . . I'm now going to respectfully find that Judge Cordonnier's ruling and announcement in the 9-28-17 amended judgment in his case is the law of the case. . . . The Circuit Court of Greene County, through Judge Cordonnier, has already ruled that the current claims in this case were reserved by the Court and were severed. . . . [I]t is not for me to determine that is a wrongful ruling or to second guess it[.] . . . I have jurisdiction to proceed and Defendants' motion to dismiss will now be respectfully denied. We'll now proceed to Plaintiffs' motion for appointment of a receiver. I have a couple questions that I will ask counsel to include in their remarks. . . . Does his grant of that motion quote the law of the case on this issue? Is there some abandonment argument by the defendants to be made and that Defendants did not pursue it before the jury trial?

         There is no indication that the trial court impermissibly relied upon the doctrine of the "law of the case" in the appointment of the receiver. The attorneys were discussing with the court whether Meadowfresh had split their cause of action, whether there was an agreement that the judge in the first case would be the judge in the second case and finally whether a receiver should be appointed. Meadowfresh argued to the trial court that there were additional factors that warranted the appointment of the receiver in addition to the factors that were addressed in the prior case. The parties agreed that the court could take judicial notice of the prior case. Whether Meadowfresh impermissibly split its cause of action is simply not part of this appeal. The trial court committed no error and did not rely upon the doctrine of the "law of the case" in the appointment of the receiver. The judgment states:

The facts stated in the Motion are credible and said facts and subsequent proceedings (including the evidence at trial, and related verdicts and judgment) demonstrate that Plaintiff has a right to the immediate appointment of a receiver to prevent waste of, and to protect, keep, and preserve, the assets of Maple Grove Farms pursuant to Missouri Supreme Court Rule 68.02(a) and Mo. Rev. Stat. § 515.500 et seq[.]

         Point II is denied.

         POINT III

         Maple Grove's third point claims that the court abused its discretion in entering an order appointing a receiver because no evidence was offered by the plaintiff nor taken by the court. Maple Grove argues that there were only unverified assertions of counsel. Even if Maple Grove's assertions are correct that no "evidence" was presented to the court, a finding we do not make, Maple Grove points to nothing in the record indicating that Maple Grove requested an evidentiary hearing. "Absent request for hearing by an appropriate person or party in interest, the term notice and a hearing does not indicate a requirement for an actual hearing unless the court so orders[.]" Section 515.505(13), RSMo Cum.Supp. 2016. At no time, even after the order denying the motion to revoke the appointment of the receiver, did Maple Grove request an evidentiary hearing. The trial court heard the arguments from counsel for both parties, took judicial notice of the rulings/orders and Amended Judgment from the prior lawsuit and reviewed the motions and exhibits submitted in support and entered the order. We find no error. Point III is denied.

         The order denying the Motion for Order Revoking, or in the Alternative, Modifying and Changing Interlocutory Order Appointing a Receiver is affirmed.

          Don E. Burrell, P.J., - Concurs

          Gary W. Lynch, J., - Concurs

         EXHIBIT A

         IN THE CIRCUIT COURT OF GREENE COUNTY, MISSOURI

         MEADOWFRESH SOLUTIONS USA, LLC, Plaintiff, v.

         MAPLE GROVE FARMS, LLC, a Missouri limited liability company, LEON RINEHART, TED DAHLSTROM, CAROL DAHLSTROM, CURTIS HALL, LISA HALL, and KYLE BOUNOUS, Defendants.

         Case No. 1731-CC01311

         SANDERS WARREN RUSSELL & SCHEER LLP S. Jacob Sappington #51810 Randy P. Scheer #37214 Kayla M. Campbell ...


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