Interventions: Appeal and Error. Whether a
party has the right to intervene in a proceeding is a
question of law. On a question of law, an appellate court is
obligated to reach a conclusion independent of the
determination reached by the court below.
Jurisdiction: Appeal and Error. Before reaching the
legal issues presented for review, it is the duty of an
appellate court to determine whether it has jurisdiction over
the matter before it.
Interventions: Final Orders: Appeal and Error. An
order denying intervention is a final order for purposes of
Interventions: Final Orders. Neb. Rev. Stat. §
25-1315 (Reissue 2016) does not modify Nebraska's final
order jurisprudence as it regards orders denying
Interventions. As a prerequisite to intervention
under Neb. Rev. Stat. § 25-328 (Reissue 2016), the
intervenor must have a direct and legal interest of such
character that the intervenor will lose or gain by the direct
operation and legal effect of the judgment which may be
rendered in the action.
___. An indirect, remote, or conjectural interest in the
result of a suit is not enough to establish intervention as a
matter of right. Simply having a claim that arises out of the
same facts as the claims at issue in the litigation does not
constitute having a sufficient interest to support
Interventions: Pleadings. A person seeking to
intervene must allege facts showing that he or she possesses
the requisite legal interest in the subject matter of the
Neb. 774] 8. ___: ___. For purposes of
ruling on a motion for leave to intervene, a court must
assume that the intervener's factual allegations set
forth in the complaint are true.
___: ___ .A prospective intervenor can raise his or
her claims or defenses, but those claims or defenses must
involve the same core issue as the claims between the
existing parties. Intervenors can raise only issues that
sustain or oppose the respective contentions of the original
Interventions. An intervenor is bound by any
determinations that were made before he or she intervened in
the action. In other words, an intervenor must take the suit
as he or she finds it.
Corporations: Contracts. The Nebraska Uniform
Limited Liability Company Act is a default statute; subject
to certain enumerated exceptions, the act governs only when
the operating agreement is silent.
___: ___. Under the Nebraska Uniform Limited Liability
Company Act, a member of a limited liability company is
deemed to assent to the operating agreement.
Corporations. Under the Nebraska Uniform Limited
Liability Company Act, in a manager-managed limited liability
company, matters relating to the activities of the company
are decided exclusively by the managers unless otherwise
expressly provided in the act.
Corporations: Actions: Interventions. The fact that
a member of a limited liability company might experience
reduced distributions, depending on the outcome of a lawsuit
against the company, does not give the member a direct and
legal interest in the lawsuit sufficient to support
___: ___: ___. For purposes of determining the right to
intervene, a court generally treats actions by a member of a
limited liability company in the same manner as actions by a
shareholder of a corporation.
Corporations: Actions: Parties. As a general rule, a
shareholder may not bring an action in his or her own name to
recover for wrongs done to the corporation or its property.
Such a cause of action is in the corporation and not the
shareholders. The right of a shareholder to sue is derivative
in nature and normally can be brought only in a
representative capacity for the corporation.
Corporations: Actions: Parties: Interventions. When
a corporation cannot or will not protect the interests of the
stockholders, a stockholder may intervene in an action on
behalf of the corporation for the shareholder's own
protection. However, this is a very limited exception to the
general rule that a shareholder may not bring an action in
his or her own name to recover for wrongs done to the
corporation or its property.
Neb. 775] 18. Appeal and Error. An appellate
court is not obligated to engage in an analysis that is not
necessary to adjudicate the case and controversy before it.
from the District Court for Sarpy County: William B. Zastera,
Heimann, Bonnie M. Boryca, and Karen M. Keeler, of Erickson
& Sederstrom, PC, for appellant.
D. Stalnaker and Aimee K. Cizek, of Stalnaker, Becker &
Buresh, P.C., for appellee Ryan Family, L.L.C.
H. Dahlk and Victoria H. Buter, of Kutak Rock. L.L.P, and
Ronald E. Reagan, of Reagan, Melton & Delaney, L.L.P, for
appellee Streck, Inc.
Heavican, C.J., Wright, Cassel, Stacy, and Funke, JJ.
January 2016, Streck, Inc., filed a complaint against the
Ryan Family, L.L.C. (L.L.C), in the district court for Sarpy
County. Streck's complaint alleged the L.L.C. breached a
lease agreement containing an option to purchase real
property and sought specific performance. The L.L.C.
responded and defended the action. In June, a member of the
L.L.C. moved to intervene in her own behalf and on behalf of
the L.L.C. She appeals from the district court's order
denying her motion. We affirm.
is a Nebraska corporation with its principal place of
business in La Vista, Sarpy County, Nebraska. The L.L.C. is a
Nebraska limited liability company composed of six members of
the Ryan family, including Stacy Ryan (Ryan). The
L.L.C.'s only asset is real property located in La Vista,
which [297 Neb. 776] it leases to Streck, and the cash
generated from the rental of that property.
L.L.C. leased the property to Streck pursuant to an agreement
dated December 1999 and subsequently amended. The lease gave
Streck an option to purchase the property from the L.L.C.
based on certain conditions. Streck claims it met the
conditions and properly exercised the option. Based on the
date Streck exercised the option, closing should have
occurred no later than January 3, 2016. When no closing
occurred. Streck filed suit against the L.L.C.
Lawsuit Between Streck and L.L.C.
filed its complaint January 13, 2016, in the district court.
It sought an order declaring the L.L.C. in breach of the
lease and ordering specific performance of the option to
L.L.C. operating agreement vests all management duties in a
management board consisting of comanagers Wayne Ryan and
Connie Ryan. After being served with the complaint, the
comanagers of the L.L.C. filed an application for appointment
of a receiver to represent the L.L.C, citing a conflict which
they described as follows:
Co-Manager Dr. Wayne Ryan believes the [L.L.C] must oppose
Streck's Complaint as he believes Streck does not hold a
valid Option to Purchase the Property due in part to an Event
of Default pursuant to the Lease Agreement. Co-Manager Connie
Ryan disagrees with Dr. Ryan, and the Co-Managers have been
unable to agree on the management of the [L.L.C]
. . . Co-Manager Connie Ryan has declined Dr. Ryan's
request to recuse herself from the management of the [L.L.C],
and Dr. Ryan has similarly declined to allow Connie Ryan to
serve as sole Manager of the [L.L.C] As
[297 Neb. 777] a result of the Co-Managers'
disagreements, the [L.L.C.] is unable to retain legal counsel
to respond to Streck's Complaint in the above-captioned
... In light of their disagreement, the Co-Managers believe
that appointment of [a] Receiver for the [L.L.C.] is
necessary and appropriate to respond to Streck's