Murray v. Miracorp, Inc.

545 P.3d 1009

Tracey MURRAY and the Estate of Robert Murray, Appellants,

v.MIRACORP, INC., NTTS, Inc., Lane Goebel, and Shane Goebel, Appellees.

No. 124,965

Supreme Court of Kansas.

Oral Argument Held September 12, 2023.

Opinion Filed April 5, 2024.

Syllabus by the Court 1. K.S.A. 60-513(a) provides a two-year statute of limitations for several civil actions. K.S.A. 60-513(b) provides that, if the fact of injury is not reasonably ascertainable until some time after the initial act, then the peri- od of limitation shall not commence until the fact of injury becomes reasonably ascertainable to the injured party. For such situations, there are thus two questions involved in determining when a statute of limitations begins to run: (1) When did the plaintiffs suffer an actionable injury—i.e., when were all the elements of the cause of action in place? and (2) When did the existence of that injury become reasonably ascertainable to them?

2. The phrase "reasonably ascertainable" implicates a duty of reasonable investigation under the circumstances. In determining whether an investigation was reasonable, the court considers reliable sources contemporaneously and reasonably available to the injured party that would have provided him information about the injury and its causation.

Review of the judgment of the Court of Appeals in an unpublished opinion filed January 13, 2023. Appeal from Johnson District Court; Robert J. Wonnell, judge.

Stanley B. Bachman, of Morefield Speicher Bachman, LC, of Overland Park, argued the cause, and Andrew L. Speicher and Sue L. Becker, of the same office, were with him on the briefs for appellants.

Ryan M. Paulus, of Cornerstone Law Firm, of Kansas City, Missouri, argued the cause and was on the brief for appellees.

The opinion of the court was delivered by wilson, J.:

Tracey Murray and the Estate of Robert Murray have asserted both legal and equitable claims against Miracorp, Inc., NTTS, Inc., Lane Goebel, and Shane Goebel (collectively, Miracorp) based on conduct that took place before 2012. But the district court granted summary judgment to Miracorp on the Murrays’ claims, reasoning that they were barred by the applicable statutes of limitations. On appeal, a majority of a panel of the Kansas Court of Appeals held that the Murrays’ claims were time-barred because their injuries were reasonably ascertainable in 2011 and thus affirmed the district court. Murray v. Miracorp, Inc., No. 124,965, 2023 WL 176652, at *10 (Kan. App. 2023) (unpublished opinion).

We agree with the panel majority and the district court. Under the uncontroverted facts before us, the Murrays simply waited too long to investigate—and ultimately seek redress for—their injuries. We thus affirm the lower courts.

Facts and Procedural Background

Underlying Facts

Because the district court resolved this matter on summary judgment, the uncontroverted facts before us are limited. On December 1, 1989, Robert Murray entered into an agreement that granted him a 5% interest in Miracorp, Inc. and listed him as Secretary and Lane as President of the company. But it appears Murray had little to no involvement with Miracorp: although the Murrays received annual K-1 tax returns from Miracorp from at least 1998 to 2015, they never received any other information about the company. If Miracorp ever held shareholder meetings, the Murrays did not know about them. Nor did Miracorp ever pay the Murrays any dividends. Still, based on the K-1 statements, the Murrays did not believe Miracorp was making much money.

In March 2009, Lane and Miracorp were sued in two sexual harassment lawsuits filed in the United States District Court of Kansas. Miracorp prevailed in one of these suits on summary judgment and resolved the other by paying a settlement on October 26, 2011. On May 27, 2011, one of the plaintiffs filed a "Petition for Registration of Foreign Judgment" of $2,298,000 against "MiraCorp, Inc. d/b/a National Truck and Trailer Services" and of $250,000 against Lane. Tracey Murray later admitted that she learned of these lawsuits in 2016 by searching online and finding that they "resulted in judgments over $2,000,000." No one at Miracorp told the Murrays of these lawsuits.

On June 17, 2011, Lane incorporated a new business, NTTS, Inc. (Somewhat confusingly, Miracorp had previously sometimes been known as "National Truck and Trailer Services," or "NTTS".) The Murrays claim that, right after incorporating NTTS, Lane "caused Miracorp … to cease to conduct new business." By the end of 2011, Lane had transferred most of Miracorp’s assets to NTTS.

Miracorp also entered into a licensing agreement with Garmin Ltd. in 2009, under which Garmin’s global positioning system would feature a Miracorp directory. The Murrays learned Garmin was using Miracorp’s name and logo sometime in 2011, which caused them to become " ‘curious of the value of Rob’s stock in Miracorp.’ "

On July 22, 2011, the Murrays’ attorney sent a letter on their behalf to Lane. The letter read:

"Rob Murray has been in to see me. He has told me that (1) he is a 5% shareholder of Miracorp; (2) no meetings have ever been held; (3) no distributions have been made; and (4) many other things. Now he has seen Garmin using Miracorp’s name and logo.

"We are not yet making a formal demand for inspection pursuant to Kansas law, but reserve the right to do so. If you and the company have a lawyer I suggest you have him or her call me so that we can try to resolve matters as easily as possible.

"If nobody calls me by the close of business on Friday, July 29th, I shall assume the worst and act accordingly."

Neither Lane nor anyone else at Miracorp responded. The uncontroverted facts do not show that the Murrays sent any more communications to Miracorp. (As an aside, the panel majority also referenced two more letters the Murrays sent Miracorp in August 2011. Miracorp, Inc., 2023 WL 176652, at *2, *7-8. But the Murrays did not present these letters until after the district court entered summary judgment, and in denying their Motion to Amend, the district court noted that it had "limited its analysis to the matters that were before the court on Summary Judgment." Thus, because these other letters lie beyond the scope of the uncontroverted facts on summary judgment, they form no part of our decision.)

In 2012, Robert went to Miracorp’s office to try to meet with Lane but was unable to. The parties dispute whether Robert ever tried to contact Lane about the value of his shares or tried to otherwise complain. In any event, the Murrays focused on Robert’s declining health from 2012 to 2015.

On October 13, 2016, the Murrays’ attorney sent Lane a letter demanding an inspection of Miracorp’s books. Among other things, the letter said:

"As a stockholder in the Company, Mr. Murray has the right to information relating to (i) litigation involving the Company; (ii) the financial condition of the Company; (iii) the use of assets of the Company (including cash reserves and/or insurance proceeds) to satisfy judgments against the same; and (iv) possible mismanagement of the Company."

The letter also noted the judgment paid by Miracorp in one of the lawsuits on November 11, 2011.

On October 25, 2016, the Murrays filed a shareholder inspection lawsuit against Miracorp under K.S.A. 17-6510(c). Among the other grounds listed, the lawsuit alleged that Miracorp did not disclose the settlement that concluded one of the 2011 lawsuits and did not describe how the attorney fees and expenses for that defense were paid. The district court ordered that the Murrays should receive a shareholder inspection under K.S.A. 17-6510(b). Miracorp produced various documents for the Murrays to inspect, and on August 9, 2018, the district court entered an order terminating the inspection case.

District Court Proceedings

The Murrays’ first Petition, filed on February 7, 2019, alleged claims of breach of fiduciary duty, conversion, accounting, and fraud by silence. In their Fourth Amended Petition, filed March 31, 2021, they set forth eight theories for relief: (1) breach of fiduciary duties, (2) unjust enrichment, (3) breach of implied contract, (4) conversion, (5) fraud, (6) an action for declaratory judgment, (7) an action for an accounting, and (8) misappropriation of trade secrets.

Miracorp moved for summary judgment, claiming that the Murrays’ claims were barred by the statute of limitations or res judicata, among other arguments. Miracorp focused its statute of limitations arguments on the Murrays’ failure to sue in the years following 2011, claiming that they had all the relevant knowledge as of the July 22, 2011 letter. The Murrays responded to Miracorp’s motion and filed their own motion for summary judgment.

At a hearing on the motions—and later in a written order—the district court granted summary judgment to Miracorp on all eight of the Murrays’ claims. In reaching this decision, the district court set forth these findings of uncontroverted fact:

"1. Plaintiffs Googled the judgments and information related to the lawsuits in 2016.

"2. In their affidavit, Defs. MSJ Ex. 13, Plaintiffs stated that sometime in 2011 they learned that Garmin was using Miracorp’s name and logo.

"3. On or about July 22, 2011, as shown in Defs. MSJ Ex. 15, Plaintiffs had a knowledge that there hadn’t been any distributions and confirmed they had seen Garmin using the Miracorp name and logo.

"4. In the same letter dated July 22, 2011 (Defs. MSJ Ex. 15), the Plaintiffs’ attorneys also wanted to discuss with Lane Goebel ‘many other things.’

"5. These ‘many other things’ followed the two specific subsections of events regarding Miracorp, Inc., such as no distributions. Id. It is also a finding of fact and undisputed in the record that the Plaintiffs never received a response from Defendants to the letter dated July 22, 2011 (Defs. MSJ Ex. 15).

"6. In a letter dated October 13, 2016, Defs. MSJ Ex. 21, the Plaintiffs’ attorney sent a demand letter to Lane Goebel...