S-24-0679 Scott Noel (Appellant) v. Pathology Medical Services, PC, a Nebraska professional corporation, Ryan DeHaan, Darrell Lester, Charles Reese, and Brian Toalson (Appellees)
Appeal from the District Court for Lancaster County, Judge Lori A. Maret
Attorneys: Michael S. Degan and Rachel A. Geelan (Kutak Rock LLP for Appellant) and Richard P. Jeffries and Harrison J. Kratochvil (Cline Williams Wright Johnson & Oldfather LLP for Appellees)
Civil: Insurance coverage and summary judgment
Proceedings Below: Appellant sued Appellee for breach of fiduciary duty and sought to dissolve Pathology Medical Services. Appellant also sought declaratory relief as to the fair value of his corporate shares and as to the validity of the non-compete provision in his employment agreement. The district court granted summary judgment in favor of Appellee and dismissed, with prejudice, Appellant’s claims. On its own motion, the Supreme Court ordered this case to be transferred from the docket of the Court of Appeals to its docket.
Issues: Appellant assigns the following errors: 1) The district court erred in determining that the bylaws and Dr. Noel’s employment agreement barred his claims for breach of fiduciary duty and minority shareholder oppression; 2) The district court erred in determining that the shareholder Appellees did not breach fiduciary duties or act in an oppressive manner by terminating Appellant without cause or business reason; 3) The district court erred in determining that the shareholder Appellees did not breach fiduciary duties or act in an oppressive manner by seeking to acquire Appellant’s shares at book value; 4) The district court erred in determining that the shareholder Appellees did not breach fiduciary duties or act in an oppressive manner by enforcing the noncompetition provisions of Appellant’s employment agreement; 5) The district court erred in granting summary judgment in favor of Appellees despite the existence of material issues of fact; 6) The district court erred in determining that Appellees did not breach any fiduciary duty owed to Appellant as a matter of law; 7) The district court erred in determining that Appellees did not engage in oppressive conduct as a matter of law; 8) The district court erred by abusing its discretion in denying Appellant’s motion to compel discovery; and 9) The district court erred by abusing its discretion in denying Appellant’s motion to continue summary judgment pursuant to Neb. Rev. Stat. § 25-1335 to allow for the competition of discovery necessary to rebut the motion for summary judgment.