Bird Ex Rel. Medical Investment Corp. v. Wirtz

Supreme Court of Minnesota

Bird Ex Rel. Medical Investment Corp. v. Wirtz

266 N.W.2d 166, 1978 Minn. LEXIS 1321

CourtSupreme Court of Minnesota

DecidedMarch 31, 1978

Docket48585

StatusPublished

Cited by1 cases

This text of 266 N.W.2d 166 (Bird Ex Rel. Medical Investment Corp. v. Wirtz) is published on Counsel Stack Legal Research, covering Supreme Court of Minnesota primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Bird Ex Rel. Medical Investment Corp. v. Wirtz, 266 N.W.2d 166, 1978 Minn. LEXIS 1321 (Mich. 1978).

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Opinion

PER CURIAM.

Plaintiff, Charles Anthony Bird, a minority shareholder of defendant Wirtz Productions, Ltd. (formerly Medical Investment Corporation), instituted a shareholder suit alleging that defendants breached their fiduciary duties as directors, officers, and/or majority shareholders of Wirtz Productions, Ltd., and committed fraud in connection with certain transactions between Wirtz Productions, Ltd., and corporations owned or controlled by defendant Arthur M. Wirtz. Subsequent to the filing of the complaint Wirtz Productions, Ltd., entered into an Agreement and Plan of Merger whereby the majority shareholder of Wirtz Productions would become its sole shareholder and the interests of minority shareholders would be eliminated, i. e., “cashed out,” upon payment of $3.75 per share for their stock. Plaintiff then moved the district court for an order temporarily enjoining the proposed merger and granting plaintiff leave to file a supplemental complaint seeking, in addition to damages, permanent in-junctive relief. The district court granted plaintiffs motion. This appeal is from the district court’s order granting temporary injunctive relief pending a trial on the merits. We affirm.

The only issue on this appeal is whether there was a clear abuse of discretion on the part of the trial court in granting temporary injunctive relief. Thompson v. Barnes, 294 Minn. 528, 533, 200 N.W,2d 921, 925 (1972). On the basis of the record before us we are unable to say that the trial court clearly abused its discretion, particularly since plaintiff has filed a bond and we have received oral assurances that the trial on the merits has been expedited. We note that neither our action today nor the trial court’s action establishes the law of the case or constitutes an adjudication on the merits of the issues raised in plaintiff’s complaint. Chicago Avenue Floral Co., Inc. v. Traxler, 284 Minn. 28, 169 N.W.2d 220 (1969).

The district court’s order is affirmed.

PETERSON, J., took no part in the consideration or decision of this case.

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PER CURIAM.

Plaintiff, Charles Anthony Bird, a minority shareholder of defendant Wirtz Productions, Ltd. (formerly Medical Investment Corporation), instituted a shareholder suit alleging that defendants breached their fiduciary duties as directors, officers, and/or majority shareholders of Wirtz Productions, Ltd., and committed fraud in connection with certain transactions between Wirtz Productions, Ltd., and corporations owned or controlled by defendant Arthur M. Wirtz. Subsequent to the filing of the complaint Wirtz Productions, Ltd., entered into an Agreement and Plan of Merger whereby the majority shareholder of Wirtz Productions would become its sole shareholder and the interests of minority shareholders would be eliminated, i. e., “cashed out,” upon payment of $3.75 per share for their stock. Plaintiff then moved the district court for an order temporarily enjoining the proposed merger and granting plaintiff leave to file a supplemental complaint seeking, in addition to damages, permanent in-junctive relief. The district court granted plaintiffs motion. This appeal is from the district court’s order granting temporary injunctive relief pending a trial on the merits. We affirm.

The only issue on this appeal is whether there was a clear abuse of discretion on the part of the trial court in granting temporary injunctive relief. Thompson v. Barnes, 294 Minn. 528, 533, 200 N.W,2d 921, 925 (1972). On the basis of the record before us we are unable to say that the trial court clearly abused its discretion, particularly since plaintiff has filed a bond and we have received oral assurances that the trial on the merits has been expedited. We note that neither our action today nor the trial court’s action establishes the law of the case or constitutes an adjudication on the merits of the issues raised in plaintiff’s complaint. Chicago Avenue Floral Co., Inc. v. Traxler, 284 Minn. 28, 169 N.W.2d 220 (1969).

The district court’s order is affirmed.

PETERSON, J., took no part in the consideration or decision of this case.

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266 N.W.2d 166, 1978 Minn. LEXIS 1321, Counsel Stack Legal Research, https://law.counselstack.com/opinion/bird-ex-rel-medical-investment-corp-v-wirtz-minn-1978.

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