MEADOWFRESH SOLUTIONS USA, LLC, Plaintiffs-Respondents v. MAPLE GROVE FARMS, LLC, a Missouri limited liability company

MEADOWFRESH SOLUTIONS USA, ) LLC, et al., ) ) Plaintiffs-Respondents, ) ) v. ) No. SD35231 ) MAPLE GROVE FARMS, LLC, ) Filed: September 6, 2019 a Missouri limited liability company, ) et al., ) ) Defendants-Appellants. ) APPEAL FROM THE CIRCUIT COURT OF GREENE COUNTY Honorable Michael J. Cordonnier, Circuit Judge AFFIRMED Appellants 1 appeal the trial court’s judgment in favor of Meadowfresh Solutions USA, LLC (“Meadowfresh”), John W. “Jock” Fulton, and Susan Maree Fulton (collectively, “Respondents”) after a jury found that the attempt by minority members of Maple Grove to oust majority member Meadowfresh from the company and to remove Mr. Fulton as managing member caused Respondents over 7.3 million dollars in 1 Collectively, “Appellants” includes Maple Grove Farms, LLC (“Maple Grove”), Leon Rinehart, Ted Dahlstrom, Carol Dahlstrom, Curtis Hall, Lisa Hall, Kyle Bounous, Animal Clinic of Monett, Inc., and All American Cattle Leasing, LLC. 1 damages. Appellants bring eleven points on appeal. Finding no merit to any of Appellants’ points, we affirm the judgment. Facts in the Light Most Favorable to the Verdicts Background and Parties This case involves a dispute among the members of Maple Grove, a Missouri limited liability company that operated a large dairy farm in Jasper County. The company was owned by Respondent Meadowfresh and Appellants the Dahlstroms, the Halls, and Leon Rinehart. 2 Meadowfresh was undisputedly the largest owner of Maple Grove, with at least a 63% interest in the company and made the largest capital contribution of all the members. Meadowfresh’s members were the Fultons, the Dahlstroms, and Kyle Bounous. The Fultons owned approximately 75% of Meadowfresh. Accordingly, by virtue of their interest in Meadowfresh, the Fultons had the largest interest in Maple Grove. The Operating Agreements Meadowfresh and Maple Grove were governed by their respective operating agreements, which were signed by all of their respective members. Pursuant to the terms of the Maple Grove Operating Agreement, Mr. Fulton was the sole manager of Maple Grove. Likewise, Mr. Fulton was the sole manager of Meadowfresh. Both operating agreements provided the manager, Mr. Fulton, with: the exclusive right, power, authority and responsibility to manage and operate the business and affairs of the Compan[ies] and to make all decisions with respect thereto and enter into transactions on behalf of the 2 In order to purchase the farm, Maple Grove received financing from Arvest Bank. Maple Grove was the maker of the promissory notes and security documents while the loans were guaranteed by Meadowfresh (including members Mr. Fulton, the Dahlstroms and Kyle Bounous, in proportion to their respective ownership interests), and Maple Grove (including members Curtis Hall, the Dahlstroms, and Leon Rinehart, in proportion to their respective ownership interests). 2 Compan[ies] for apparently carrying on the business of the Compan[ies] and no Member shall have any right or power to act for or on behalf of the Compan[ies] or make decisions with respect thereto.[ 3] The Operating Agreements also spelled out the procedure for calling a meeting of the members. Section 10 of the ...

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