United States District Court, D. Nebraska
MEMORANDUM AND ORDER
Smith Camp Chief United States District Judge
matter is before the Court on the Motion to Alter or Amend
the Judgment or in the Alternative to File an Amended
Complaint (Filing No. 20) (“Motion to Alter”) and
the Motion for Leave to File an Amended Complaint (Filing No.
23) (“Motion to Amend”) (collectively
“Motions”), filed by Plaintiff Stacy Ryan
(“Stacy Ryan”). For the reasons discussed below,
the Motions will be denied.
following is a summary of the facts that were alleged in
Stacy Ryan’s Complaint (Filing No. 1), assumed true for
purposes of the Court’s Order (Filing No. 18)
(“Order”) and Judgment (Filing No. 19), granting
the Motions to Dismiss (Filing Nos. 6 & 10) filed by
Defendant Constance Ryan (“Connie Ryan”) and
Streck, Inc. (“Streck”) (collectively
“Defendants”) and dismissing the
Ryan is the daughter of Dr. Wayne Ryan (“Dr.
Ryan”), founder of Streck. Stacy and her siblings each
were given a large amount of Streck voting and non-voting
stock in 1985. On November 10, 2008, Stacy Ryan and Streck
executed a redemption agreement (“Redemption
Agreement”), which, among other things, gave Streck the
right to redeem Stacy Ryan’s shares at Streck’s
election. According to the terms of the Redemption Agreement,
the price to be paid for these shares was to be “the
fair market value of the stock (subject to any applicable
discounts or adjustments) as set forth in the most recent
valuation prepared by Juris Valuation Advisors, LLC . . .
.” (Filing No. 1 at ECF 34 ¶ 9.)
letter dated June 19, 2012, Dr. Ryan informed Stacy Ryan that
Streck elected to redeem her shares; she was required to sign
an enclosed stock purchase agreement (“Purchase
Agreement”); and upon Streck’s receipt of the
executed Purchase Agreement Streck would send Stacy Ryan a
check for $9, 280, 235. The redemption price was calculated
based on the most recent valuation by Juris Valuation
Advisors, LLC (“Juris”), dated September 28,
2011, reflecting the value of the stock as of July 29, 2011
28, 2012, Stacy Ryan sent Dr. Ryan and Connie
Ryan-Streck’s CEO-a request for Streck’s
corporate records, pursuant to Neb. Rev. Stat. § 21-20,
183. Streck refused the request in a letter dated July 3,
2012, because Stacy Ryan was no longer a Streck shareholder.
Although Streck maintained that Stacy Ryan was no longer a
shareholder of Streck, Streck’s attorneys continued to
request that Stacy Ryan execute the Purchase Agreement.
August 22, 2012, Stacy Ryan executed the Purchase Agreement,
which stated that the purchase price for Stacy Ryan’s
shares was $9, 280, 235 and that such an amount was equal to,
or greater than, the purchase price that would be due under
the Redemption Agreement.
5, 2014, Juris valuation valued Streck’s voting stock
at $8.33 per share and its non-voting stock at $8.09 per
share as of March 7, 2013 (“2014 Valuation”).
August 21, 2015, Stacy Ryan filed this action alleging
violations of the Securities Act of Nebraska and the Exchange
Act of 1934,  fraudulent misrepresentation and
inducement, breach of fiduciary duty, shareholder oppression,
conversion, tortious interference with business expectancy,
unjust enrichment, and breach of contract. Relevant to the
present Motions, Stacy Ryan alleged in her Complaint that the
Juris Valuation used at the time of redemption did not
reflect the actual fair market value of her stock.
Order and Judgment, the Court dismissed all of Stacy
Ryan’s claims, finding that her allegation that she was
not paid the fair market value of her stock failed to state a
claim upon which relief could be granted. This was because
the Court determined that Stacy Ryan alleged that she was
paid an amount calculated in accordance with the Redemption
Agreement. In other words, although Stacy Ryan alleged that
the price she received for her stock did not reflect the
actual fair market value at that time of redemption, she did
not dispute that the price reflected the fair market value as
calculated by the 2011 Valuation, which she admitted was the
most recent Juris valuation at the time. Because this was all
the Redemption Agreement required Streck to pay to redeem the
stock, Stacy Ryan could not establish that any wrongful
conduct by Defendants caused her to incur a loss, nor that
Defendants breached the Redemption Agreement. This finding
proved fatal to all of her claims, and the Court granted
Defendants’ Motions to Dismiss.
March 17, 2016, Stacy Ryan filed the present Motions before
the Court, asking this Court to alter its Judgment, pursuant
to Federal Rule of Civil Procedure 59(e), or grant her leave
to amend her Complaint.
59(e) motions serve the limited function of correcting
‘manifest errors of law or fact or to present newly
discovered evidence.’” United States v.
Metro. St. Louis Sewer Dist., 440 F.3d 930, 933 (8th
Cir. 2006) (quoting Innovative Home Health Care v. P.
T.-O. T. Assoc. of the Black Hills, 141 F.3d 1284, 1286
(8th Cir. 1998)). “Such motions cannot be used to
introduce new evidence, tender new legal theories, or raise
arguments which could have been offered or raised prior to
entry of judgment.” Id. ...