Thomas Dusek and Berkshire Implement Co Inc. v. Berkshire Liquidating Company f/k/a Berkshire Implement Co., Inc. (mem. dec.)

CourtIndiana Court of Appeals
DecidedApril 8, 2019
Docket18A-PL-1681
StatusPublished

This text of Thomas Dusek and Berkshire Implement Co Inc. v. Berkshire Liquidating Company f/k/a Berkshire Implement Co., Inc. (mem. dec.) (Thomas Dusek and Berkshire Implement Co Inc. v. Berkshire Liquidating Company f/k/a Berkshire Implement Co., Inc. (mem. dec.)) is published on Counsel Stack Legal Research, covering Indiana Court of Appeals primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

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Thomas Dusek and Berkshire Implement Co Inc. v. Berkshire Liquidating Company f/k/a Berkshire Implement Co., Inc. (mem. dec.), (Ind. Ct. App. 2019).

Opinion

MEMORANDUM DECISION FILED Pursuant to Ind. Appellate Rule 65(D), Apr 08 2019, 9:57 am

this Memorandum Decision shall not be CLERK Indiana Supreme Court regarded as precedent or cited before any Court of Appeals and Tax Court court except for the purpose of establishing the defense of res judicata, collateral estoppel, or the law of the case.

ATTORNEY FOR APPELLANTS ATTORNEY FOR APPELLEE Abraham Murphy Michael H. Michmerhuizen Abraham Murphy Attorney at Law, Barrett McNagny LLP LLC Fort Wayne, Indiana Indianapolis, Indiana

IN THE COURT OF APPEALS OF INDIANA

Thomas Dusek and Berkshire April 8, 2019 Implement Co Inc, Court of Appeals Case No. Appellants-Defendants, 18A-PL-1681 Appeal from the vs. Cass Superior Court The Honorable Berkshire Liquidating Company Rick Maughmer, Judge f/k/a Berkshire Implement Co., Trial Court Cause No. Inc., 09D02-1612-PL-42 Appellee-Plaintiff.

Kirsch, Judge.

Court of Appeals of Indiana | Memorandum Decision 18A-PL-1681 | April 8, 2019 Page 1 of 21 [1] Thomas Dusek and Berkshire Implement Co Inc (collectively “Dusek”) 1 appeal

the trial court’s ruling that found Dusek committed civil deception against

Berkshire Liquidating Company (“BLC”), f/k/a Berkshire Implement Co.,

Inc., and that ordered Dusek to pay damages and attorney fees, raising the

following issues:

I. Whether the trial court erred in finding that Dusek knowingly and intentionally made false or misleading statements with the intent to obtain BLC’s property and in awarding the damages based on that finding;

II. Whether the trial court abused its discretion in awarding $46,724.58 in attorney fees to BLC; and

III. Whether the trial court erred in denying Dusek’s motion for continuance.2

[2] BLC raises a cross-appeal issue, contending that this appeal should be dismissed

because Dusek is in contempt.

[3] We affirm.

1 On occasion, we will identify the Appellants separately as clarity requires. In those situations, we will refer to Appellant Dusek as “Dusek” and Appellant “Berkshire Implement Co Inc” as “Berkshire-2015,” the designation the Appellants use in their brief. 2 Dusek also challenges the trial court’s conclusion that he committed fraud and slander of title. Because we can determine the validity of the trial court’s judgment, including damages and attorney fees, by reviewing only Dusek’s challenge to the trial court’s conclusion that he committed civil deception under Indiana Code section 35-43-5-3, we do not address the issues related to fraud and slander of title.

Court of Appeals of Indiana | Memorandum Decision 18A-PL-1681 | April 8, 2019 Page 2 of 21 Facts and Procedural History [4] In 1974, Clyde Berkshire (“Clyde” or “Clyde Berkshire”) formed a Cass County

Corporation called Berkshire Implement Company Inc., which later became

known as “Berkshire Liquidating Company,” which as we mentioned before,

“BLC” for purposes of this appeal. Appellants’ App. Vol. 2 at 106. BLC owned a

piece of real estate in Royal Center, Indiana. Id. Clyde ran BLC until 2015,

when he decided to wind up the business and sell the real estate at an auction

scheduled for August 10-11, 2015. Id. at 108. A few weeks before the auction,

Dusek incorporated Berkshire Implement Company Inc, prompting Clyde to

change the name of his corporation to Berkshire Liquidating Company. Id. at

94.

[5] Dusek showed up at the auction and tried to stop it. Id. at 55-56. He told the

representatives of BLC that BLC had been dissolved and that he owned the

rights to the name “Berkshire-Implement Co Inc.,” i.e., Berkshire-2015. Id.

The BLC representatives were shocked by this information. Id. at 56. The

auction proceeded, and Douglas Fox and Matthew Fox (“the Foxes”)

submitted the successful bid on the real estate with the parties agreeing in

principle to the sale. Id. at 110, 171. No purchase agreement was signed that

day. Id. at 129.

[6] On May 12, 2015, Dusek, as a representative of Berkshire-2015, filed an

Affidavit of Interest in Real Estate (“the Affidavit”),” in which he claimed that

Berkshire-2015 “has an interest, right and claim that affects the title” of the real

Court of Appeals of Indiana | Memorandum Decision 18A-PL-1681 | April 8, 2019 Page 3 of 21 estate. Appellee’s App. Vol. 2 at 20. The Affidavit also alleged that the Indiana

Secretary of State had “permanently revoked” BLC’s Certificate of Existence,

thereby prohibiting BLC from transacting any business in Indiana and that

under Indiana law a “dissolved corporation does not have the power to execute

the conveyance of real estate” and that any such conveyance would be “void

and [have] no effect.” Id. at 21. Brian Morrill, President of Cass County Title,

was later asked to provide title insurance for the real estate, but he declined

because the Affidavit created a cloud on the title. Appellants’ App. Vol. 2 at 99.

The Affidavit said nothing about Dusek’s desire to protect the name “Berkshire

Implement Co Inc”. Appellee’s App. Vol. 2 at 20-22.

[7] On November 24, 2015, about seven months after the auction, BLC and the

Foxes entered into a “Contract for Conditional Sale of Real Estate.” Ex. Vol. 3

at 25-35. The contract required the Foxes to pay monthly installments until

insurable title could be provided to the Foxes. Id. at 26. The contract also

provided that if BLC is unable to obtain title insurance, the Foxes may cancel

the contract and receive a refund of their $5,000.00 down payment. Id. at 33.

[8] On December 1, 2016, BLC filed a complaint to quiet title and for declaratory

relief and damages, alleging that Dusek, inter alia, committed civil deception,

fraud, and slander of title. Appellants’ App. Vol. 2 at 17-24. Each claim rested on

the Affidavit, in which Dusek had alleged an interest in the real estate. Id. at

21-22.

Court of Appeals of Indiana | Memorandum Decision 18A-PL-1681 | April 8, 2019 Page 4 of 21 [9] On February 9, 2017, BLC filed a motion for partial summary judgment,

requesting summary judgment only on the issue of whether Dusek had any

right, title, or interest in the real estate. Appellee’s App. Vol. 2 at 2. On April 20,

2017, Dusek, in his personal capacity, filed a Stipulation of Disclaimer of

Interest (“the Stipulation”), claiming that when he filed the Affidavit, he was

acting only in his capacity as president of Berkshire-2015, not in his personal

capacity. Appellants’ App. Vol. 2 at 59-60. However, the Stipulation did not

disclaim Berkshire-2105’s purported interest in the real estate. Id.

[10] On April 24, 2017, four days after Dusek filed the Stipulation, the trial court

granted BLC’s motion for partial summary judgment. Appellee’s App. Vol. 2 at

100. The trial court found, in part, that Dusek and Berkshire-2015 “do not

dispute any legal argument made by [BLC], nor do [Dusek and Berkshire-2015]

cite any legal authority or argument to support their contention that Berkshire-

2015 acquired rights or an interest in the Real Estate.” Id. at 104. Thus, the

trial court found that the title to the real estate should be quieted in favor of

BLC.3 Id.

[11] As discovery proceeded, BLC sought to depose Dusek. The deposition was

initially set for June 29, 2017, but BLC twice rescheduled the deposition at

Dusek’s request, with the parties finally settling on October 12, 2017 as the date

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