Per Curiam.
This case involves an appeal from an order denying intervention in a corporate dissolution action. Because we find the intervenors are seeking only to relitigate matters already decided by the court, we affirm the order denying intervention.
Streck, Inc., is a Nebraska corporation with its principal place of business in La Vista, Sarpy County, Nebraska. The company manufactures hematology, immunology, and molecular biology products for clinical and research laboratories.
Streck was founded by Dr. Wayne L. Ryan in 1971. Dr. Ryan is one of Streck's directors and is the sole beneficiary of the Wayne L. Ryan Revocable Trust (RRT), which owns 33 percent of Streck's voting stock and a majority of Streck's nonvoting stock. The sole trustee of the RRT is Dr. Ryan's daughter Carol Ryan. Dr. Ryan is also the primary beneficiary of his late wife's trust, the Eileen Ryan Revocable Trust (ERRT), which owns about 40 percent of Streck's nonvoting stock.
Another of Dr. Ryan's daughters, Constance Ryan (Connie), is the president and chief executive officer of Streck. Connie holds a majority of Streck's voting stock and about 8 percent of its nonvoting stock.
Stacy Ryan, one of the intervenors in this action, is also one of Dr. Ryan's daughters. Stacy redeemed her voting and nonvoting shares of Streck several years ago, but she remains an income beneficiary of the ERRT, which, as stated previously, owns nonvoting shares of Streck.
In October 2014, the RRT filed suit against Streck and Connie in the Sarpy County District Court. The suit alleged
On January 19, 2015, Streck filed an "Election to Purchase" the RRT's shares pursuant to the provisions of Neb. Rev. Stat. § 21-20,166 (Reissue 2012). That statute allows a corporation involved in a judicial dissolution action brought by shareholders to elect to purchase the shares owned by the petitioning shareholders rather than dissolve.
Although not raised by the parties, we note for the sake of completeness that § 21-20,166 was repealed by the Legislature in 2014.
On March 23, 2015, Streck filed an application to stay the proceedings, pursuant to § 21-20,166(4). In support of its motion, Streck alleged 60 days had elapsed and the parties had been unable to reach agreement regarding the fair value of the RRT's shares. Streck asked the court to stay further proceedings and determine the fair value of the RRT's shares as of October 29, 2014 (the day before the RRT's complaint
On April 28, 2015, the court granted the applications and motions for stay. The court stayed the case to permit limited discovery on the issue of fair value and to allow the parties to reach possible agreement regarding the fair value of the shares.
On June 16, 2015, while the case was stayed, Stacy filed a complaint in intervention. She alleged that 3 years earlier, Streck and Connie had fraudulently induced her to redeem her voting and nonvoting shares of Streck for a purchase price that was substantially less than was legal and equitable. Although Stacy was not a shareholder of Streck at the time she filed her complaint in intervention, she asserted a variety of theories against both Streck and Connie, the details of which are not relevant to the issues on appeal.
On July 9, 2015, the court entered an order denying Stacy's complaint in intervention, finding that the claim she was asserting did not involve the same core issue as the claims between Streck and the RRT.
On January 20, 2016, the RRT filed a motion for partial summary judgment, seeking an order that discounts should not be applied to the determination of the fair value of the RRT's shares. Shortly thereafter, Streck also filed a motion for partial summary judgment, seeking a determination that as a matter of law, it had validly exercised its election to purchase the RRT's shares, and that § 21-20,166(2) did not permit the RRT to challenge the election, because it authorized setting an election aside only if it was found not to be in the best interests of the corporation or the nonpetitioning shareholders.
On April 25, 2016, the court entered an order granting both parties' motions for partial summary judgment. With respect to the RRT's motion, the court held that discounts should not be applied to the determination of the fair value of the RRT's shares. With respect to Streck's motion, the court held that Streck was entitled to exercise an election to purchase the RRT's shares pursuant to § 21-20,166 and had validly done so. With the election declared valid, the only matter remaining for the court to consider was the determination of the "fair value" of the shares, subject to the election pursuant to § 21,20-166. Trial on that issue was scheduled to begin July 5.
On May 13, 2016 — more than 1 year after Streck filed its election and several weeks after the district court granted summary judgment finding the election valid — Stacy filed a second complaint in intervention, joined by her adult children Timothy Coffey, Sean Coffey, and John Ryan Coffey (collectively the intervenors). The intervenors are 4 of the 16 Ryan family members who are income beneficiaries of the ERRT. They alleged a statutory right to intervene pursuant to Neb. Rev. Stat. § 25-328 (Reissue 2016).
The intervenors' complaint did not allege any issue with respect to the fair value of the RRT's shares. Instead, it addressed the issue of whether Streck's election to purchase the RRT's shares was
Streck and Connie each filed motions to strike the intervenors' complaint. They argued the intervenors did not have a direct and legal interest in the matter being litigated, because (1) all that was left to decide was the fair value of the RRT's shares and (2) the remaining issue had no direct bearing on the intervenors, who were not Streck shareholders, but merely income beneficiaries of the ERRT, which held nonvoting Streck shares. They also argued that to the extent the intervenors were attempting to challenge issues previously determined involving the validity of Streck's election, their intervention was untimely, because summary judgment already had been granted on the issues and allowing intervention to challenge the summary judgment would impermissibly expand the proceedings. Finally, they argued that intervention would be futile because, under Nebraska law, one who intervenes has to take the case as they find it and the issues the intervenors wanted to challenge had already been decided on summary judgment.
On June 21, 2016, the court entered an order striking the complaint in intervention. The court stated its reasoning on the record, explaining that the intervenors had waited too long to intervene, had shown only an indirect interest in the subject matter of the litigation, and, in any event, were seeking relief the court could not grant. The intervenors timely appealed, and we moved the appeal to our docket.
The intervenors assign, renumbered, that the district court erred in (1) ruling they did not have a direct and legal interest in the proceedings and striking the complaint in intervention on that basis, (2) ruling the complaint in intervention was untimely and striking it on that basis, and (3) ruling it could not fashion relief for the intervenors on the claims in their complaint in intervention and striking it on that basis.
Whether a party has the right to intervene in a proceeding is a question of law.
Before reaching the legal issues presented for review, it is the duty of an appellate court to determine whether it
We recently addressed, and rejected, this same argument in Streck, Inc. v. Ryan Family.
The intervenors claim a right to intervene under § 25-328, which provides:
As a prerequisite to intervention under § 25-328, the intervenor must have a direct and legal interest of such character that the intervenor will lose or gain by the direct operation and legal effect of the judgment which may be rendered in the action.
Our jurisprudence also recognizes some practical limitations on the right to intervene. A prospective intervenor can raise his or her claims or defenses, but those claims or defenses must involve the same core issue as the claims between the existing parties.
It is settled law that one who intervenes is bound by any determinations that were made before he or she intervened in the action.
At the time the intervenors filed their complaint, the only disputed issue remaining for determination by the court in this judicial dissolution was the fair value of the RRT's shares. The intervenors' complaint, however, makes no allegations regarding that issue. The allegations in the complaint instead challenge only the already-settled question of the validity of Streck's election. Because the intervenors are seeking to use intervention as a vehicle for relitigating issues previously determined by the court, the complaint in intervention was properly stricken.
The intervenors argue on appeal that even if their interests do not support statutory intervention, the district court should have permitted them to intervene as a matter of equity. Independent of the intervention statutes, we have held that a court with equitable jurisdiction may allow persons to intervene as a matter of equity in a proper case.
For the foregoing reasons, we affirm the judgment of the district court.
AFFIRMED.
Miller-Lerman and Kelch, JJ., not participating.