Lakin v. General American Mutual Holding Co.

• Court: Court of Appeal of Missouri (US)
• Citation: 55 S.W.3d 499
• Docket Number: WD59030
• Parties: Scott B. Lakin, Director, Department of Insurance, State of Missouri, Respondent v. General American Mutual Holding Company, Defendant; Metropolitan Life Insurance Company, Appellant. WD59030 Missouri Court of Appeals Western District 0
• Decision Date: 25 September 2001

Scott B. Lakin, Director, Department of Insurance, State of Missouri, Respondent
v.
General American Mutual Holding Company, Defendant; Metropolitan Life Insurance Company, Appellant.

WD59030

Missouri Court of Appeals Western District

09/25/2001

Appeal From: Circuit Court of Cole County, Hon. Thomas Brown, III

Counsel for Appellant: Lewis E. Melahn

Counsel for Respondent: John C. Craft

Opinion Summary:

This action involves review of a declaratory judgment determining the applicability of an appeals statute found in Missouri's insurance code. The circuit court found in favor of the Director of Insurance, and the insurance company appealed.

Division holds: 1) The insurance code's appeals statute applied to the dispute at hand because, under the facts, no party could have appealed under the general appeals statute, and 2) review of whether Supreme Court Rules conflicted was moot.

Newton, J. and Kennedy, Sr. Judge concur.

Harold L. Lowenstein, Judge

This action is for declaratory judgment. The appeal concerns the applicability of section 375.630.4, RSMo 2000 (part of the Insurance Code which sets out a shorter period of time for finality of judgments than as set out in section 512.020, the general statute on finality of judgments), to a judgment confirming a plan of reorganization for General American Mutual Holding Company ("GAMHC"). At the heart of this appeal is the question as to which of two dates a judgment involving the sale of all the stock in a Missouri insurance company in rehabilitation became final. The facts, now set out, are not in dispute; however, the resolution of the legal question of finality renders a meaningful difference in the financial terms of the stock purchase contract.Background and Procedural History

On August 26, 1999, Metropolitan Life Insurance Company ("MetLife") executed a Stock Purchase Agreement in which it agreed to purchase from GAMHC all issued and outstanding shares of GenAmerica Corporation ("GAC"). This agreement was executed in anticipation that GAMHC soon would be placed in rehabilitation. On September 17, 1999, GAMHC was placed in rehabilitation by the Cole County Circuit Court.

On November 10, 1999, the rehabilitation court approved a Plan of Reorganization for GAMHC, and by that judgment specifically approved the sale of GAC to MetLife under the Stock Purchase Agreement (which subsequently was amended twice).

The Stock Purchase Agreement contemplated that the closing of the sale and purchase of the shares "shall be" on the second business day following the date on which all of the conditions set forth in Article IX shall have been satisfied." The date in question is here referred to as the Specified Date.

One condition of Article IX was that "[a]ny approvals or orders required in connection with the reorganization proceeding in order to permit the consummation of the transactions contemplated by this agreement shall have been obtained, and (i) such approvals or orders shall have become final and nonappealable" (emphasis added). The approvals mentioned here were required from various states and countries in addition to Missouri. On Friday, December 10, 1999, the last approval contemplated in Article IX was received (from Canada). Two business days later was December 14, 1999.

On January 6, 2000, MetLife and GAMHC amended...