Schill v. Langdon Farmers Union Oil Co.

442 N.W.2d 408, 1989 N.D. LEXIS 134, 1989 WL 69653
CourtNorth Dakota Supreme Court
DecidedJune 27, 1989
DocketCiv. 880174
StatusPublished
Cited by3 cases

This text of 442 N.W.2d 408 (Schill v. Langdon Farmers Union Oil Co.) is published on Counsel Stack Legal Research, covering North Dakota Supreme Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Schill v. Langdon Farmers Union Oil Co., 442 N.W.2d 408, 1989 N.D. LEXIS 134, 1989 WL 69653 (N.D. 1989).

Opinions

GIERKE, Justice.

This is an appeal by the defendant, Lang-don Farmers Union Oil Company, from the district court judgment granting summary judgment in favor of the plaintiff, Mary Schill. We affirm.

This case involves the patronage credits of a now defunct corporation. Patronage credits are the dividends or credits earned by a patron member of a cooperative for patronizing the cooperative.1

S & S Farms was a farm cooperative incorporated on July 11, 1969. S & S Farms encountered economic difficulties and for several years did not pay Mary Schill agreed cash rents for her land. In December 1984, S & S Farms confessed judgment to Mary Schill for $219,567.00.

Langdon Farmers Union Oil Company (hereafter referred to as Langdon Oil) is a cooperative association with whom S & S Farms was a patron member from July 11, 1969, until April 6, 1987, on which date S & S Farms filed for dissolution and assigned all of its assets to its creditors. All of S & 5 Farms’ machinery was assigned to the First Bank of Langdon pursuant to a security agreement. All remaining assets of S 6 S Farms were assigned to Mary Schill on May 1, 1985, as partial payment for the unsecured judgment against S & S Farms in the amount of $219,567.00.

On December 15,1984, Dennis Schill, secretary of S & S Farms, sent a letter to Langdon Oil requesting that all of S & S Farms’ patronage credits valued at $21,-735.00 be assigned to Mary Schill. S & S Farms’ request was rejected by the board of directors of Langdon Oil on February 15, 1985.

Langdon Oil has a policy of retirement or redemption of patronage credits upon the death of a natural patron. On April 10, 1987, Mary Schill sent a letter to Langdon Oil informing them that the farm cooperative of S & S Farms was legally dissolved and requesting retirement or redemption of 5 & S Farms’ patronage credits. Langdon Oil refused to distribute S & S Farms’ patronage credits to Mary Schill.

On June 22, 1987, Mary Schill commenced this lawsuit seeking distribution of the patronage credits of S & S Farms. In the complaint, Mary Schill alleges that she “was one of the shareholders of S & S Farms”, was “the sole creditor of S & S Farms”, and was “entitled to all of the assets of S & S Farms.” Langdon Oil, in its answer to the complaint, denied Mary Schill’s allegations and asserted that “the Complaint failed to state a cause of action upon which relief can be granted.”

During discovery, Mary Schill disclosed an assignment from S & S Farms, dated May 1, 1985. On January 26, 1988, the board of directors of Langdon Oil, in consultation with its attorney, transferred on its books all of S & S Farms’ patronage credits to Mary Schill making the assignment retroactive to May 1, 1985, that being the date of S & S Farms’ assignment to Mary Schill. Mary Schill neither joined in nor accepted this transfer but instead maintained that she was entitled to distribution.

On February 2, 1988, Mary Schill filed a motion for summary judgment on the ground that no genuine issue of material fact exists and that she is entitled to judgment as a matter of law. Langdon Oil filed opposing papers, including a brief supported by an affidavit and several attached exhibits, resisting the summary judgment motion on the grounds that all interest in all assets of S & S Farms was assigned to Mary Schill on May 1,1985, so that, when S 6 S Farms voluntarily dissolved, there were absolutely no patronage credits to retire because it had no assets. A hearing on the motion for summary judgment was held April 4, 1988. On April 13, 1988, the district court granted summary judgment in favor of Mary Schill. Langdon Oil filed this appeal on-May 31, 1988.

[410]*410On appeal, Langdon Oil contends that there was an issue of material fact as to whether the transfer of patronage credits from S & S Farms to Mary Schill was in compliance with its bylaws. Accordingly, Langdon Oil contends that summary judgment was inappropriate and therefore the trial court erred in granting Mary Schill’s motion for summary judgment.

Rule 56 of the North Dakota Rules of Civil Procedure provides that summary judgment shall be granted if “there is no genuine issue as to any material fact and that any party is entitled to a judgment as a matter of law.”

This Court stated the criteria necessary to determine the propriety of granting summary judgment in Stensrud v. Mayville State College, 368 N.W.2d 519, 521 (N.D.1985), as follows:

“Summary judgment is appropriate to promptly and expeditiously dispose of controversies without trial when, after viewing the evidence in the light most favorable to the party against whom summary judgment is sought and giving her the benefit of all favorable inferences, only a question of law is involved or there is no genuine dispute over either the material facts or inferences to be found from undisputed facts. [Citations omitted]. Even when a factual dispute exists summary judgment is proper if the law is such that the resolution of the factual dispute will not change the result.”

In the instant case, the trial court, in its order for summary judgment, made what it labeled findings of fact that “the transaction of January 26, 1988 was without the proper compliance” with Langdon Oil’s bylaws on transfers of stock. Therefore the trial court determined “that the document was invalid and without effect”, so that “the capital credits actually belong[ed] to S & S Farms.” The trial court further determined that the voluntary dissolution of S & S Farms on April 6, 1987, “was the death of that cooperative” and concluded that Langdon Oil must distribute the patronage credits of S & S Farms pursuant to its “policy of paying out capital credits upon the death of the patron”.

This Court has stated that labels placed on findings of fact or conclusions of law by the trial court are not conclusive but, rather, whether it is a finding of fact or a conclusion of law is to be determined by the reviewing court. Martinson Bros. v. Hjellum, 359 N.W.2d 865 (N.D.1985); Oakes Farming Ass’n v. Martinson, 318 N.W.2d 897 (N.D.1982).

The determinations of the trial court that the transaction of January 26, 1988, transferring S & S Farms' capital credits to Mary Schill was not in compliance with Langdon Oil’s bylaws and that the dissolution of S & S Farms was the death of the cooperative which would qualify for retirement of capital credits were conclusions of law and not findings of fact. Accordingly, we do not believe that there was a genuine dispute as to any material facts and that any determinations made by the trial court concerned only questions of law.

Unlike findings of fact, questions of law are fully reviewable on appeal. Wilson v. Wilson, 364 N.W.2d 113 (N.D.1985); Norden Laboratories, Inc. v. Rotenberger, 358 N.W.2d 518 (N.D.1984); Nygaard v. Robinson, 341 N.W.2d 349 (N.D.1983).

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Schill v. Langdon Farmers Union Oil Co.
442 N.W.2d 408 (North Dakota Supreme Court, 1989)

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Bluebook (online)
442 N.W.2d 408, 1989 N.D. LEXIS 134, 1989 WL 69653, Counsel Stack Legal Research, https://law.counselstack.com/opinion/schill-v-langdon-farmers-union-oil-co-nd-1989.