Gottsacker v. Monnier
Wisconsin Supreme Court
281 Wis.2d 361, 697 N.W.2d 436 (2005)
- Written by Casey Cohen, JD
Facts
In 1998, Julie Monnier (defendant) formed New Jersey LLC (company), and the company acquired a warehouse in Wisconsin. Gregory Gottsacker (plaintiff) and his brother Paul Gottsacker (defendant) joined the company in 1999. Paul and Gregory entered into a Member’s Agreement, which provided that Monnier would own 50 percent of the company and that Paul and Gregory collectively owned 50 percent of the company. After the sale of company property, the only remaining company asset was the warehouse. Monnier unilaterally executed a warranty deed transferring the warehouse to a company called 2005 New Jersey LLC. Monnier owned 60 percent of 2005 New Jersey LLC, and Paul owned the other 40 percent. Monnier and Paul did not discuss the transfer with Gregory before it happened. After the transfer, Monnier sent Gregory a check that purportedly represented his 25 percent interest in the warehouse. Gregory filed suit against Monnier, Paul, and 2005 New Jersey LLC, alleging that the warehouse transaction was illegal. The circuit court agreed and found that Monnier and Paul were precluded from voting to authorize the transfer because of conflicts of interest. The court of appeals affirmed the circuit court and found that the warehouse transfer was unfair because it was not an arm’s length transaction on the open market.
Rule of Law
Issue
Holding and Reasoning (Bradley, J.)
Concurrence (Roggensack, J.)
Dissent (Butler, Jr., J.)
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