Oct 18 2013, 5:41 am
FOR PUBLICATION
ATTORNEYS FOR APPELLANT: ATTORNEY FOR APPELLEES:
BRIAN R. GATES ROBERT J. PALMER
TIMOTHY W. WOODS May, Oberfell, Lorber
Jones Obenchain, LLP Mishawaka, Indiana
South Bend, Indiana
IN THE
COURT OF APPEALS OF INDIANA
TIMOTHY S. ENDERS and ENDERS & )
LONGWAY BUILDERS, INC., )
)
Appellants-Respondents, )
)
vs. ) No. 71A03-1211-PL-494
)
DEBRA SUE ENDERS as Personal )
Representative of the Estate of )
Randall Enders, )
)
Appellee-Petitioner. )
APPEAL FROM THE ST. JOSEPH CIRCUIT COURT, MISHAWAKA DIVISION
The Honorable Michael G. Gotsch, Judge
Cause No. 71C01-1208-PL-188
October 18, 2013
OPINION ON REHEARING – FOR PUBLICATION
BAKER, Judge
In the instant case, appellant-defendant Timothy S. Enders appealed the trial
court’s decision to grant the petition of his now deceased brother, Randall Enders, to
judicially dissolve the corporation that the brothers had inherited from their father. The
brothers had been deadlocked in the management and corporate affairs for some time.
This Court concluded that the Buy-Sell Agreement that limited the transferability
of corporate shares had terminated upon the dissolution of the corporation, which
occurred one day before Randall passed away. Slip op. at 10. Additionally, we
determined that the trial court had not erred by judicially dissolving the corporation
insofar as the “evidence before the trial court established that the corporation was no
longer profitable because of Timothy’s disability and Randall’s terminal illness.” Id. at
12.
Now Timothy petitions for rehearing, essentially arguing that this Court
determined that the shares of the corporation were not jointly owned with the rights of
survivorship at the time of Randall’s death. We grant the petition to address his
argument.
Neither the trial court nor, consequently, this Court, made any determinations
regarding the effect of the shares certificates. Put another way, this Court only made
determinations regarding the effect of the trial court’s order dissolving the corporation
and how this terminated the Buy-Sell Agreement. Slip op. at 10, 12. And because the
trial court properly dissolved the corporation, the issue regarding the effect of the shares
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certificates should be resolved by the trial court during the winding up of the corporate
affairs and distribution of the corporate assets.
Having addressed Timothy’s argument on rehearing and finding it unpersuasive,
we stand by our previous opinion.
MAY, J., and MATHIAS, J., concur.
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