Fisher v. The Grove Farm Co.
| Decision Date | 29 December 2009 |
| Docket Number | No. 28626,28772.,28626 |
| Citation | 230 P.3d 382,123 Hawai'i 82 |
| Parties | Ralph Hart FISHER, Sally W. Fisher, Carla N. Jordan, Catherine Anne Moore-Airth, Guy St. Clair Combs, Robert B. Jordan, Michael T. Jordan, Kristen J. La Dow, Anthony Hart Fisher, Jonathan Fisher, Timothy Wilcox Fisher, Scott Michael St. Clair Combs Trust, Martha Combs Trust, Marian Wilcox Combs, and Guy St Clair Combs III Irrevocable Trust, Plaintiffs-Appellants/Cross-Appellees,andKeith Tsukamoto and Michael Sheehan, Plaintiffs-Cross-Appellants/Cross-Appellees,v.The GROVE FARM COMPANY, INCORPORATED, a Hawai‘i corporation, ALPS Acquisition Sub, Inc., Hugh W. Klebahn, Daniel H. Case, and Does 1-10, Defendants-Appellees/Cross-Appellees,andDonn A. Carswell, Pamela W. Dohrman, Robert D. Mullins, William D. Pratt, and Randolph G. Moore, Defendants-Appellees/Cross-Appellants/Cross-AppelleesandKeith Tsukamoto, Ralph Hart Fisher, Sally W. Fisher, Carla N. Jordan, Catherine Anne Moore-Airth, Guy St. Clair Combs, Robert B. Jordan, Michael T. Jordan, Kristen J. La Dow, Anthony Hart Fisher, Jonathan Fisher, Timothy Wilcox Fisher, Michael Sheehan, Scott Michael St. Clair Combs Trust, Martha Combs Trust, Marian Wilcox Combs, and Guy St Clair Combs III Irrevocable Trust, Plaintiffs-Appellants,v.The Grove Farm Company, Incorporated, a Hawai‘i corporation, ALPS Acquisition Sub, Inc., Hugh W. Klebahn, Donn A. Carswell, Pamela W. Dohrman, Robert D. Mullins, William D. Pratt, Randolph G. Moore, Daniel H. Case, and Does 1-10, Defendants-Appellees. |
| Court | Hawaii Court of Appeals |
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Damon M. Senaha, Matthew H. Simmons, on the briefs, for Plaintiffs-Appellants/Cross-Appellees.
Richard E. Wilson, Honolulu, on the briefs, for Plaintiffs-Cross-Appellants/Cross-Appellees Keith Tsukamoto and Michael Sheehan.
Corey Y.S. Park, Pamela W. Bunn (Paul Johnson Park & Niles), Honolulu, on the briefs, for (1) Defendants-Appellees/Cross-Appellants/Cross-Appellees Don A. Carswell, Pamela W. Dohrman, Robert D. Mullins, William D. Pratt, and Randolph G. Moore on the Opening Brief in Their Cross-Appeal; and (2) Defendants-Appellees/Cross-Appellees The Grove Farm Company, Incorporated and Hugh W. Klebahn, and Defendants-Appellees/Cross-Appellants/Cross-Appellees Don A. Carswell, Pamela W. Dohrman, Robert D. Mullins, William D. Pratt, and Randolph G. Moore on the Answering Brief for Tsukamoto and Sheehan's Appeal.
Gary G. Grimmer, Steven M. Egesdal, John P. Dobrovich Jr. (Carlsmith Ball LLP), Honolulu, on the briefs, for Defendant-Appellee Daniel H. Case.
WATANABE, Presiding J., FOLEY, J., and Circuit Judge AHN, in Place of NAKAMURA, C.J., FUJISE and LEONARD, JJ., All Recused.
These consolidated appeals stem from a challenge by minority shareholders to a December 1, 2000 acquisition of cash-strapped Defendant-Appellee/Cross-Appellee Grove Farm Company, Incorporated (Grove Farm) by Defendant-Appellee/Cross-Appellee ALPS Acquisition Sub, Inc. (ALPS Acquisition or ALPS), a company owed by Stephen M. Case (Stephen Case), the son of Defendant-Appellee Daniel H. Case (Daniel Case), a partner in the Hawai‘i law firm of Case Bigelow & Lombardi (CB & L).
In Appeal No. 28626:
(1) Plaintiffs-Appellants/Cross-Appellees Ralph Hart Fisher, Sally W. Fisher, Carla N. Jordan, Catherine Anne Moore-Airth, Guy St. Clair Combs (Combs), Robert B. Jordan, Michael T. Jordan, Kristen J. La Dow, Anthony Hart Fisher, Jonathan Fisher, Timothy Wilcox Fisher, Scott Michael St. Clair Combs Trust, Martha Combs Trust, Marion Wilcox Combs, and Guy St. Clair Combs III Irrevocable Trust (collectively, Shareholders) appeal from the Amended Final Judgment (Amended Final Judgment) filed on June 1, 2007 in the Circuit Court of the Fifth Circuit (circuit court) 1;
(2) Plaintiffs-Cross-Appellants/Cross-Appellees Keith Tsukamoto (Tsukamoto) and Michael Sheehan (Sheehan) 2 (collectively, Tsukamoto Shareholders) cross-appeal from the Amended Final Judgment; and
(3) Defendants-Appellees/Cross-Appellants/Cross-Appellees Donn A. Carswell (Carswell), Pamela W. Dohrman (Dohrman), Robert D. Mullins (Mullins), William D. Pratt (Pratt), and Randolph G. Moore (Moore) (collectively, Cross-Appellants) cross-appeal from the Amended Final Judgment.
In the Amended Final Judgment, the circuit court
(1) entered judgment in favor of Daniel Case and against Shareholders and Tsukamoto Shareholders (both classes collectively hereinafter, Plaintiffs) on Counts VI and VII of the Second Amended Complaint, pursuant to the circuit court's January 30, 2006 order granting Daniel Case's motion for summary judgment and the March 28, 2006 order denying Shareholders' motion for reconsideration of the January 30, 2006 order;
(2) entered judgment in favor of Grove Farm, for itself and as successor to ALPS Acquisition (Grove Farm and ALPS Acquisition collectively, Grove Farm Company), and against Plaintiffs on all claims raised in the Second Amended Complaint, pursuant to the circuit court's July 29, 2004 order granting Grove Farm Company's motion for judgment on the pleadings and July 25, 2006 order denying Tsukamoto Shareholders' motion for reconsideration of the July 29, 2004 order;
(3) dismissed all claims brought by Tsukamoto in the Second Amended Complaint;
(4) entered judgment in favor of Defendant-Appellee/ Cross-Appellee Hugh W. Klebahn (Klebahn) and Cross-Appellants (Klebahn and Cross-Appellants collectively, Former Directors) and against Sheehan on Counts V and VI of the Second Amended Complaint, pursuant to the circuit court's November 21, 2006 “Order Granting [Former Directors'] Motion for Judgment as a Matter of Law Re: Fraud and Conspiracy to Defraud”;
(5) entered judgment in favor of Former Directors and against Sheehan on Count VIII of the Second Amended Complaint, pursuant to the circuit court's November 21, 2006 “Order (1) Granting [Former Directors']
(6) entered judgment in favor of Former Directors and against Sheehan on Counts I, II, III, and IV of the Second Amended Complaint, pursuant to the Jury's Special Verdict Form.
In Appeal No. 28772, Plaintiffs appeal from the circuit court's September 6, 2007 Judgment on Taxation and Assessment of Costs, in which the circuit court entered judgment in favor of Daniel Case and against Plaintiffs, pursuant to a July 19, 2007 order granting Daniel Case's motion for taxation of costs.
Cross-Appellants argue that the circuit court erred by granting Tsukamoto Shareholders' June 1, 2006 Motion for Partial Summary Judgment on the Business Judgment Rule and Count III of the Second Amended Complaint (Business Judgment Rule Motion). Cross-Appellants ask this court to reverse the July 26, 2006 order (the 7/26/06 Order) and the September 13, 2006 amended order (Amended Order) granting the Business Judgment Rule Motion.
Shareholders and Tsukamoto Shareholders both claim the circuit court erred by (1) dismissing Daniel Case as a defendant and (2) awarding costs to Daniel Case and Former Directors.
Tsukamoto Shareholders also contend the circuit court erred in
(1) granting Former Directors' “Motion in Limine No. 2-to Exclude Evidence and Argument Re: the Court's Granting Plaintiffs' Motion for Partial Summary Judgment on the Business Judgment Rule” (Motion in Limine No. 2) and “Motion in Limine No. 9-to Exclude (1) References to the Assertion of Attorney Client Privilege and (2) Questions that Are Likely to Elicit an Assertion of Attorney-Client Privilege” (Motion in Limine No. 9), both filed on September 8, 2006;
(2) rejecting Sheehan's request to instruct the jury on the facts established at summary judgment that Grove Farm Company and Former Directors failed to exercise due care and act with informed judgment;
(3) granting Former Directors' Motion for Judgment as a Matter of Law [ (JMOL) ] Re: Punitive Damages (JMOL Motion Re Punitives) and Motion for [JMOL] Re: Fraud and Conspiracy to Defraud (JMOL Motion Re Fraud/Conspiracy), both filed on November 13, 2006;
(4) dismissing Tsukamoto's claims on the eve of trial;
(5) granting Former Directors' September 20, 2006 Motion for Leave to File Amended Answer (Motion to Amend Answer);
(6) dismissing Grove Farm Company as a defendant;
(7) denying Plaintiffs' May 21, 2004 Motion to Compel Production of Documents (Motion to Compel);
(8) denying Tsukamoto Shareholders' April 12, 2006 motion to set aside the Discovery Master's order granting in part Former Directors' motion for a protective order (Motion to Set Aside);
(9) denying Tsukamoto Shareholders' July 24, 2006 Motion to Conduct Discovery Relevant to Rescissory Damages (Rescissory Damages Discovery Motion);
(10) entering final judgment in favor of Former Directors on Count III of the Second Amended Complaint;
(11) granting Daniel Case's June 14, 2007 Motion for Taxation of Costs (Case's Costs Motion), while denying Sheehan's June 8, 2007 Motion for Taxation of Costs (Sheehan's Costs Motion); and
(12) denying Sheehan's June 8, 2007 Motion for New Trial (Motion for New Trial).
Shareholders request that we reverse the circuit court's rulings on each of Shareholders' points of error.
Tsukamoto Shareholders request the following:
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