St. Louis Record

Friday, November 15, 2019

Missouri court rules in favor of Foley & Mansfield client in shareholder dispute among siblings


By Tomas Kassahun | May 2, 2019


ST. LOUIS – In a ruling on April 23, the Missouri Court of Appeals Eastern District made a decision in favor of Foley & Mansfield attorney John G. Beseau's client, who was involved in a shareholder dispute with her siblings.

The Court of Appeals affirmed a jury verdict in the client’s favor and the trial court’s equitable judgment ordering a buyout of the client’s shares.  

Beseau represented plaintiff Joan Robinson, who, along with her two siblings, were equal shareholders and directors of Perma-Jack Co., a franchisor of a foundation piering system that was started by the parties’ father and given to them when he retired, according to a press release issued by the law firm.  

Attorney John Beseau | Foley & Mansfield

Beseau said Robinson and her brother, defendant John Langenbach, managed and operated PJC together for about 30 years, with Robinson serving as president and Langenbach as vice president.  

Their other sibling, defendant Judy Lanfri, lived on the West Coast and was never employed by PJC or involved in day-to-day operations, the press release stated. 

Langenbach and Lanfri, as a majority of the board of directors, removed Robinson from the company in June 2012.  

“When they did that, I was hired in June 2012 at my old firm to try to come up with some way to either stop them from doing that or at least get [Robinson’s] damages compensated from that,” Beseau told the St. Louis Record. 

Robinson filed suit in St. Louis County Circuit Court over allegations of breach of fiduciary duty and shareholder oppression.

Beseau said the first trial judge in St. Louis County granted summary judgment for all the defendants. 

“Basically, we lost the case and then we appealed that decision in 2014, and then the court reversed that judgment against us and said we should get a trial on the breach of fiduciary duty claim and the shareholder oppression claim,” Beseau said. 

The breach of fiduciary duty claim was tried before a jury in February 2017. 

The jury found for Robinson and awarded her $390,000, and then a bench trial for the shareholder oppression claim followed. 

“At that point, she's still a one-third shareholder even after that verdict,” Beseau said. “We needed to figure out what was gonna happen with her shares that she owned because she wasn't getting any benefits from it. They weren't paying dividends and she was basically a shareholder in name only.” 

Beseau said the court ordered Lanfri and Langenbach to buy Robinson’s shares for $59,000 and then the appeal took place, and the court basically affirmed the judgment on both of the jury and the courts’ equitable judgment on the buyout of the shares. 

Although the defendants argued that the business would fail if Robinson was not fired, Beseau said there was enough evidence to disprove that claim.

“This was a pretense to fire her so that Langenbach can basically take the company for himself,” Beseau said. “We got to present the evidence that he got himself a new company car, doubled his salary, gave his daughter a raise. All that stuff indicates that well maybe he wasn't doing this for the betterment of the company.”

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Missouri Court of Appeals Eastern DistrictFoley & Mansfield, Pllp

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