Under Section 351.494, RSMo, a Court may dissolve a corporation where there is illegality, oppressive conduct, or fraudulent conduct. “Dissolution” — the termination and winding down of a corporation — is considered a drastic remedy. Struckhoff v. Echo Ridge Farm, Inc., 833 S.W.2d 463, 466 (Mo. App. E.D. 1992). Shareholder must be proven by the…
Legal Articles
Disclosed Principals, Contracts
Only parties to a contract can typically sue for breach of contract. Sometimes, though, there is uncertainty as to who is a party (or responsible for) a contract. Things can become confusing when there are principal-agent relationships in play. A principal-agent relationship is where an agent — one person — acts on behalf of a…
First Material Breach Versus Condition Precedent
Performance of a condition precedent and first material breach are related but distinct concepts in contract litigation. “A condition precedent is an act or event that must be performed or occur, after the contract has been formed, before the contract becomes effective.” Gillis v. New Horizon Dev. Co., Inc., 664 S.W.2d 578, 580 (Mo. Ct. App….
Customers re: Non-Compete Agreements
Missouri will honor non-compete agreements so long as they are “demonstratively reasonable.” Whelan Sec. Co. v. Kennebrew, 379 S.W.3d 835, 841 (Mo. 2012). In other words, a non-compete agreement is enforceable “only to the extent that the restrictions protect the employer’s trade secrets or customer contacts.” Id. at 842. The employer generally has the responsibility to…
Contracts Shortening The Statute of Limitations
Contracts may contain all sorts of provisions that are agreed upon by the parties. But there are limits created by courts and legislatures. For example, to avoid bypassing the statute of limitations, contractual provisions which shorten the time to file a lawsuit are generally void. Section 431.030, RSMo, in no uncertain terms provides: “[a]ll parts…
Judicial Admissions
The central purpose of any trial is to determine what factually occurred and to determine who wins under the law based on those factual determinations. In litigation, a “judicial admission” is any act “done in the course of judicial proceedings that concedes for the purpose of litigation that a certain proposition is true.” Moore Automotive…
Types of Conversion, Personal Property Misuse
Conversion is the civil claim pertaining to misuse of another’s personal property. It is the “intentional exercise of dominion or control over [personal property] which so seriously interferes with the right of another to control it that the [wrongdoer] may justly be required to pay” for the value of the property. Breece v. Jett, 556…
Sales Commission Violations
Missouri provides a statutory remedy for failure to pay sales commissions. “The sales commission statutes focus on the timely payment of sales commissions earned by a sales representative under contract with a principal.” Lapponese v. Carts of Colorado, Inc., 422 S.W.3d 396, 401 (Mo. App. E.D. 2013). The statute authorizes a recovery of attorney fees and…
Future Lost Profits
The purpose of damages (i.e., a money award from a judge/jury) is to make a plaintiff whole. With a contract case, for instance, the goal is to “restore a plaintiff to the position he would have been in had the contract not been breached.” Lipton Rlty v. St. Louis Housing Authority, 705 S.W.2d 565, 569 (Mo….
Anticipatory Breach by Repudation
A breach of contract occurs when a party fails to adhere to the requirements of a contract. Missouri recognizes the concept of anticipatory breach of contract by repudiation. An anticipatory breach is the equivalent of an actual breach of contract. TDV Transp., Inc. v. Keel, 966 S.W.2d 347, 349 (Mo. App. E.D. 1998). Generally, to establish…