Horras v. American Capital Strategies, Ltd., No. 12-3886 (8th Cir. 2013)
Annotate this CasePlaintiff, an Iowa citizen with a home health care business, merged his business with other home health care providers to form Auxi, Inc., a Delaware corporation. After the merger, ACS acquired control of Auxi and then sold Auxi to HHC. Auxi did not inform plaintiff of the sale and plaintiff received no compensation for his shares of Auxi stock. Plaintiff filed suit against ACS claiming breach of fiduciary duty and breach of contract. The court concluded that plaintiff pleaded insufficient facts to support a claim that ACS breached its fiduciary duties as a majority shareholder; although plaintiff's complaint alleged damages, it contained no facts identifying the existence of a contract between ACS and plaintiff or its terms; and plaintiff pleaded no facts suggesting that the alleged contract between ACS and HHC manifested an intent to benefit him. Accordingly, the court affirmed the district court's dismissal of both claims. The court also concluded that the district court did not abuse its "considerable discretion," in concluding that it was not required to allow plaintiff to amend the post-judgment complaint where plaintiff never sought to amend until after dismissal, despite being on notice of the need to amend.
Court Description: Civil case - Contracts. District court did not err in finding that plaintiff failed to plead sufficient facts to state a claim that defendant breached its fiduciary duties as majority shareholder; nor did plaintiff state a claim for breach of contract, and the district court did not err in dismissing the action; the district court did not abuse its considerable discretion by denying plaintiff's post-judgment motion for leave to amend his complaint. Judge Colloton, concurring in the judgment in part and dissenting in part.
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