ST. LOUIS - The Missouri Court of Appeals Eastern Division has affirmed a ruling in favor of a business owner who was sued by a partner trying to dissolve their company.
The dispute involved the St. Louis-based healthcare staffing company Cooperative Home Care Inc., which helps people maintain independence while rehabilitating at home.
The business was founded by the mother-in-law of Michael Waks in 1986, and was taken over by Waks and his wife Ruth Sontag in 1990, according to the ruling issued on Dec. 26. In 1997, they hired James Guller as a salesman. He went on to become an equal shareholder in 1998, the terms of which were codified in a Restrictive Stock Agreement (RSA).
The ruling states that after Guller was divorced in 2009, tensions mounted between partners, with Guller wanting to sell the company and Waks wanting to terminate Guller's employment.
Guller found a buyer who would pay $5 million for the company, while Waks attempted to buy Guller's shares of the company pursuant to the RSA, the ruling states.
Guller, who had been terminated by Waks, refused payment for his shares and instead filed suit to dissolve the company. Waks counter-sued alleging breach of contract. Cross-motions for summary judgment, and statements of uncontroverted facts and other evidence were also filed.
Ultimately, a St. Louis City Circuit judge ruled in favor of Waks, granting him summary judgment and the recovery of $27,707.50 in attorney fees.
"The trial court did not err in entering summary judgment in favor of Waks," wrote Judge Lisa Van Amburg for the three judge panel.
"Waks complied with the RSA in valuing Guller’s interest. The trial court did not abuse its discretion in awarding attorney fees to Waks as the prevailing party. The trial court’s judgment is affirmed."
Judges Mary K. Hoff and Colleen Dolan concurred.