Wakefield v. Anchor Bancorp, Inc.

416 N.W.2d 814, 1987 Minn. App. LEXIS 5117, 1987 WL 22241
CourtCourt of Appeals of Minnesota
DecidedDecember 15, 1987
DocketC9-87-1428
StatusPublished
Cited by3 cases

This text of 416 N.W.2d 814 (Wakefield v. Anchor Bancorp, Inc.) is published on Counsel Stack Legal Research, covering Court of Appeals of Minnesota primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Wakefield v. Anchor Bancorp, Inc., 416 N.W.2d 814, 1987 Minn. App. LEXIS 5117, 1987 WL 22241 (Mich. Ct. App. 1987).

Opinion

OPINION

RANDALL, Judge.

Appellant Lowell Wakefield (Wakefield) sued respondents Anchor Bancorp, Inc. (Anchor), Exchange State Bank (Exchange), Winton Jones (Jones) and appellant McLeod Bancshares (McLeod) to dissolve Anchor, Exchange and McLeod, following a business dispute between Jones and Wakefield. After suit was filed, Wakefield acquired a majority interest in McLeod, and dismissed his claim against it. Jones cross-claimed for dissolution of McLeod. A few months later, McLeod’s board of directors approved two transactions involving exchange of cash for stock and stock for stock. These transactions gave Wakefield control of McLeod. Some months after this transaction, the trial court granted Jones’ motion for a temporary injunction to restrain the sale and the exchange, and it subsequently clarified the injunction. Wakefield and McLeod appeal from the clarifying order. We vacate the temporary injunction and remand.

FACTS

In 1980, appellant Wakefield (Wakefield will be referred to as appellant, and McLeod will be referred to by name, or the two collectively will be referred to as appellants) and respondent Jones (each respondent will be referred to by name or collectively as respondents) entered into a business venture and formed Anchor Bancorp, with Jones as the majority shareholder and appellant as a minority shareholder.

Anchor, a holding company, owns all of the stock of both First National Bank of Wayzata and First Bank Minnesota, West St. Paul. Anchor also owns a majority of shares in Exchange State Bank of St. Paul, acquired by Jones and appellant in 1980. Appellant is a minority shareholder in Exchange. In 1980, appellant and Jones formed a second holding company, McLeod Bancshares. Appellant, Jones and Calvin Johnson were the sole shareholders of McLeod when this suit was commenced. Appellant and Jones then each owned approximately 41% and Johnson owned approximately 18%.

McLeod owns controlling interests in First National Bank of Glencoe and First Bank of Minnesota’s Stewart and Hutchinson branch banks. Appellant was employed by a number of Anchor and McLeod banks, including the First National of Way-zata, either as an officer or a director.

In 1985, appellant and Jones’ business relationship deteriorated after a dispute. As a result, appellant alleged in his complaint, Jones used his influence to “force” appellant to resign as director and officer of First National Bank of Wayzata and from Anchor and Exchange, and to terminate appellant’s line of credit at First National Bank of St. Paul. Jones alleged appellant was not forced to resign, but resigned voluntarily.

On January 8, 1986, appellant sued Jones, Anchor, Exchange and McLeod, under Minn.Stat. § 302A.751 (1984), to dissolve Anchor, Exchange and McLeod, and appoint a receiver to liquidate the corporations; alleging $300,000 in damages for breach of contract; and seeking recovery for interference with the contract, outrageous conduct, and punitive damages. Jones, et al,.cross-claimed for dissolution of McLeod. Later, appellant purchased Johnson’s McLeod shares, acquiring a majority interest in McLeod. On April 30, 1986, appellant dismissed his claim for dissolution of McLeod. According to an affidavit filed by appellant, Jones resigned his position as a director of McLeod on April 8, 1986.

On November 20, 1986, McLeod’s board of directors approved two transactions: (1) the purchase from appellant of 1100 shares of Anchor stock for $330,000. Appellant delivered the Anchor stock to McLeod and received the $330,000 from Anchor. He applied to the Federal Reserve Board for approval of this sale. Anchor, however, refused to register the stock in McLeod’s name. This transaction is at issue on appeal. (2) McLeod issued 1464 shares of its *816 stock for 490 shares of Exchange stock owned by appellant. This transaction is not at issue on appeal.

On March 9,1987, Anchor, Exchange and Jones moved for a temporary injunction after McLeod unsuccessfully attempted to register its purchase of appellant’s stock in Anchor. Anchor refused to register the transaction and respondents sought the temporary injunction in issue. Jones alleged the transactions would financially harm McLeod’s subsidiary banks, and Jones provided supporting affidavits. The court granted Jones’ motion for a temporary injunction, nullified the transaction, and required Jones to post a $600,000 bond.

Although the trial court issued the injunction, appellant continued to hold the $330,000 stock price, and McLeod kept appellant’s Anchor stock. Jones, Exchange and Anchor then moved the court to hold appellant in contempt or, in the alternative, to clarify the injunction. The court refused to hold appellant in contempt, but clarified its prior order by requiring appellant to return the $330,000 to McLeod. The trial court made no findings in either order. Appellant and McLeod appeal from the modification of the original injunction.

In support of their motion for a temporary injunction, respondents supplied the court with certain affidavits. Randal D. Miller, a certified public accountant, submitted one of the affidavits. In the past, he prepared procedures examinations for Exchange and for McLeod’s three subsidiary banks. In preparation for his affidavit, he reviewed McLeod’s financial statements through December 31, 1985, and financial statements of McLeod and its subsidiary banks, as well as McLeod’s application to the Federal Reserve Bank for approval of the exchange of McLeod for Exchange stock.

Based on the information available to him, Miller calculated the book value of McLeod stock at $502.34 per share as of December 31, 1986, based on stockholders’ equity of $1,809,934.21. He calculated, in an undisclosed way, the book value of Exchange at $614.62 as of December 31, 1986, and found the value of appellant’s 490 shares of Exchange to be $301,163.80. He assumed that book value was representative of market value of both entities. He concluded, based on these assumptions, that the book value of appellant’s 490 Exchange shares equaled 14% of “the new pro forma book value of McLeod;” and that the proposed exchange would overvalue the Exchange stock appellant was selling McLeod, as well as dilute the value of McLeod stock held by Jones.

Jones, in his affidavit stated:

2) The proposed transaction between McLeod and Wakefield * * * will severely and irreparably injure the First Bank of Minnesota ⅜ * *. Hutchinson, which is 100% owned by McLeod, is presently undercapitalized. Its financial support comes from its sole shareholder, McLeod. If McLeod gives up $330,000 in cash, it will not be able to provide significant additional capital to Hutchinson. It requires the $330,000 capital being extracted by Wakefield for its stability and continued operation.
3) The proposed transaction between McLeod and Wakefield would serve to inure to the sole benefit of Wakefield, allowing him to divert much needed cash for his own personal use, at the expense of McLeod generally, and Hutchinson, more specifically. The proposed transaction will clearly and irreparably harm my interests as a minority shareholder in McLeod and Hutchinson.

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Cite This Page — Counsel Stack

Bluebook (online)
416 N.W.2d 814, 1987 Minn. App. LEXIS 5117, 1987 WL 22241, Counsel Stack Legal Research, https://law.counselstack.com/opinion/wakefield-v-anchor-bancorp-inc-minnctapp-1987.