Berger v. Amana Soc.

• Decision Date: 12 March 1963
• Docket Number: No. 50874,50874
• Citation: 254 Iowa 1036,120 N.W.2d 465
• Parties: Adolph T. BERGER et al., Appellees, v. AMANA SOCIETY et al., Appellants.
• Court: Iowa Supreme Court

Page 465

120 N.W.2d 465

254 Iowa 1036

Adolph T. BERGER et al., Appellees, v. AMANA SOCIETY et al., Appellants.

No. 50874.

Supreme Court of Iowa.

March 12, 1963.

David G. Bleakley, Harold D. Vietor, T. M. Ingersoll, Elliott, Shuttleworth & Ingersoll, Cedar Rapids, for appellants.

Swift & Swift, Marengo, Edward J. Von Hoene, Williamsburg, and Messer & Cahill, Iowa City, for appellees.

STUART, Justice.

This case has been before us on two prior occasions. The first was an interlocutory appeal from a ruling on points of law under rule 105, Rules of Civil Procedure, 58 I.C.A. In the decision filed in July 1959 and reported in 250 Iowa 1060, 95 N.W.2d 909, 70 A.L.R.2d 830, we held the defendant corporation could issue additional stock if it did not impair the contract rights of non-assenting stockholders to redeem their shares at true value. The second appeal was from the decision of the district court following trial on the merits. In this decision, filed in November, 1961 and reported in 111 N.W.2d 753, we held the directors of the corporation did not make a full and fair disclosure of the effect of the proposed amendment to the Articles of Incorporation and it should be held inoperative until 'adopted by the Class A voters after being fully and fairly informed thereon'. p. 757.

The instant appeal is from the Judgment and Decree of the trial court filed March 23, 1962 pursuant to our direction and purporting to implement the opinion filed November 14, 1961.

The prior opinions are the law of the case and are conclusive insofar as these particular facts are concerned, and are controlling upon this appeal.

Appellant contends, however, the Judgment and Decree is erroneous in two particulars: (1) It does not conform to Iowa laws as to form and substance. (2) It does not conform to and is inconsistent with our opinion filed November 14, 1961.

The material portions of this Judgment and Decree of the trial court are as follows:

'DECREE. This Decree is made pursuant to Opinion of the Supreme Court of Iowa, entered in the case of Berger v. Amana Society and found at 250 Iowa commencing at page 1060, and pursuant to a second Opinion in the same case of Berger v. Amana Society entered by said Supreme Court on November 14, 1961, and found at 111 N.W.2d, page 753; said case having been heretofore submitted upon the facts presented and appeals having been taken heretofore prior to the entry of each of said Opinions.

'The Supreme Court, in the case of Berger v. Amana Society--decided November 14, 1961, and found in Volume 111 N.W.2d at page 753, remanded the case for decree not inconsistent with said Opinion, and this Decree is entered pursuant to the direction of the Supreme Court that decree be entered herein as stated in the Opinion last cited.

'FINDINGS OF FACT. The Court finds the facts to be as the same have been heretofore found and established in the case of Berger v. Amana Society, the Opinion of which is found in 250 Iowa, page 1060, and in the case of Berger v. Amana Society, the Opinion for which is found in 111 N.W.2d, page 753.

'The facts as established and documented in each of said Opinions are hereby referred to and included in these Findings of Fact by such reference.

'CONCLUSIONS OF LAW. The Court concludes that the Law as applied to the facts in this case is that Law documented and established in said first Opinion in the case of Berger v. Amana Society, 250 Iowa page 1060, and said second Opinion in the case of Berger v. Amana Society, 111 N.W.2d, page 753. Through its Opinions in the two appeals aforesaid, the Supreme Court has made its findings of the facts upon the record presented and has applied the Law hereto.

'It has thereby not only established the General Law of Iowa as applied to the facts presented and found by the Supreme Court, but it has also established the Law of this case to this date insofar as said facts are concerned.

'The law as set forth in each of said Opinions is made a part hereof by this reference.

'JUDGMENT AND DECREE. IT IS THEREFORE ORDERED, ADJUDGED AND DECREED BY THE COURT:

'1. That the purported Amendments to the Articles of Incorporation of Defendants Amana Society, referred to throughout the record of this case as the Amendments of December 12, 1955, be and the same are hereby held to be null, illegal and void, and of no force and effect. That said purported Amendments to said Articles of Incorporation are not only now null and void and of no force and effect but that the same have never had any force, effect or legality and that the same have at all times been illegal, null and void, the same never having been adopted as Amendments to said Articles of Incorporation.

'2. That all acts and things done pursuant to the purported authority vested by said Amendments be and the same are hereby held to be null and void and not binding upon the aforesaid Corporation.

'3. That the Defendants, jointly and severally, be, and they are hereby forever enjoined and restrained from issuing any of the purported corporate capital stock for which capital stock provision is attempted to be made in said Amendments to Articles of Incorporation.'

I. Appellants contend that foregoing Judgment and Decree does not satisfy the requirements of Rule 179, Iowa Rules of Civil Procedure as to substance and form in that it fails to make findings of fact and separately state conclusions of law, except by reference to the prior Supreme Court opinions in this case. This is, of course, a true statement of the record, but we conclude that such form satisfied the requirements of Rule 179, under these particular circumstances.

The first sentence of Rule 179 states: 'The court trying an issue of fact without a jury, whether by equitable or ordinary proceedings, shall find the facts in writing, separately stating its conclusions of law; and direct an appropriate judgment.' This section is obviously directed to the findings and conclusions of the trial court to be made after a cause has been submitted to him for his independent judgment. One of the primary purposes of this section is to advise counsel and the appellate court of the basis of the trial courts decision in order that counsel may direct his attack upon specific adverse findings or rulings in the event of an appeal.

This reason for the rule does not exist in situations such as the instant case in which the Judgment and Decree was at our direction. The trial court could not properly exercise his independent judgment or make findings of fact or arrive at conclusions of law at variance with those expressed in our prior opinions. The law of the case had been established and no further appeal was possible. It would serve no useful purpose to require the trial court to set out verbatim the findings and conclusions contained in the opinions. An attempt to paraphrase or condense the statements in the opinion could lead to further confusion and result in more appeals of the kind herein involved.

We hold the Judgment and Decree of the trial court entered pursuant to our direction complied with Rule 179, Iowa Rules of Civil Procedure when it incorporated, by reference, the findings of fact and conclusions of law contained in our prior opinions. which were the law of the case.

II. Appellants also contend that the Judgment and Decree of the trial court is inconsistent with our prior decisions which it seeks to implement.

Appellants claim only the amendment to Article V of the Articles of Incorporation was considered on the prior appeals. This division of the amendment related to the reclassification of Class A stock, the issuance of Class B stock and the elimination of the right to redeem for cash and contained...