In re Estate of Clark

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In re Estate of Clark

Case Number
A-21-0803
Court Number
Nemaha
Call Date
June 8, 2022
Case Time
1:00 PM
Case Summary

A-21-0803, In re Estate of Steven G. Clark; Clark Grain Company, Inc. and Brian D. Clark, et al. (appellants) v. Jelayne Clark, personal representative of the Estate of Steven G. Clark (cross-appellant)

Nemaha County Court, Judge Curtis L. Maschman

Attorney for Appellants:  Louie M. Ligouri (Ligouri Law Office)

Attorney for Appellee:  Charles M. Bressman, Jr. (Bressman, Hoffman, & Jacobs)

Civil Action:  probate

Action Taken by Trial Court:  The county court found that the language of a Restricted Stock Purchase Agreement (RSPA) among the shareholders of the Clark Grain Company was ambiguous and considered extrinsic evidence to ascertain the intent of the parties to the agreement. After doing so, it determined the value of the decedent’s shares of stock.

Assignments of Error on Appeal:  On appeal, the appellants assigns that the county court erred in (1) reaching a determination that the RSPA contained a latent ambiguity; (2) rewriting the RSPA to reflect the court’s view of a fairer bargain; (3) admitting extrinsic evidence to vary, change, add to, and render meaningless terms of the RSPA, including admitting inadmissible opinion evidence of two expert witnesses; (4) rejecting what the parties to the RSPA intended by their agreement, including the meaning given to the agreement by the parties themselves while engaged in their performance of the agreement before any controversy arose; (5) failing to consider or account for the discounts for the minority interest and lack of marketability of the shares of stock valued by the court and in totally disregarding the testimony and opinions of their expert witness; and (6) entering an order that is contrary to the evidence and the law and that constitutes an abuse of discretion.

On cross-appeal, the cross-appellant assigns that the county court erred when it did not resolve the ambiguity in the RSPA by utilizing the fair market values established by the personal representative’s expert witnesses.

Case Location
Lincoln
Court Type
County Court
Schedule Code
A2
Panel Text
Moore, Riedmann, and Arterburn, Judges