In 1984, an officer and director of a Cincinnati company, Richard R. Cundall Jr., and his family decided to sell their ownership interest back to the company. Because that ownership interest was held in trust, the Cundall family had to obtain the approval of the trustees, U.S. Bank and Richard Cundall’s brother-in-law, John F. (“Bud”) Koons. Bud Koons also served as an officer and director of the company. With the representation of counsel, with Richard Cundall’s inside knowledge of the company, and with a disclosure of the company’s finances, the Cundalls and Bud Koons agreed to a price. U.S. Bank examined the price and approved the sale. As a term of the sale, the Cundalls released both Bud Koons and his heirs and U.S. Bank for all claims “known and unknown” arising out of the sale.
The Cundall family enjoyed millions of dollars of proceeds from the sale of their stock. Meanwhile, with our help, that small company survived a serious challenge to its very existence. Click here to review Pepsico v. Central Investment Corp.
Waiting until after Bud Koons died in 2005, Michael Cundall filed a $300 million dollar lawsuit regarding the 1984 sale against Bud Koons’ estate and the successor trustees of his trusts, as well as U.S. Bank and the entire Cundall and Koons family.
His children also filed claims, arguing that their father Michael Cundall could not release their interests.
Representing Bud Koons’ estate and his successor trustees, we filed a motion to dismiss Michael Cundall’s lawsuit. Judge Ethna Cooper of the Hamilton County Court of Common Pleas granted our motion. See Judge Cooper’s decision. Applying out-of-state law and misconstruing the applicable legal standards, Ohio’s First District Court of Appeals reversed Judge Cooper’s decision and reinstated the lawsuit.
We applied to the Ohio Supreme Court for discretionary review. Though discretionary review is not commonly granted, in June 2008 the Ohio Supreme Court accepted the First District’s opinion in this case for review. See the Merit Brief that we filed in the Ohio Supreme Court. A year later, in a 6 to 1 decision, the Ohio Supreme Court dismissed the entire lawsuit. See the Ohio Supreme Court’s opinion.
James B. Helmer, Jr.’s oral argument before the Ohio Supreme Court – Part 1
James B. Helmer, Jr.’s oral argument before the Ohio Supreme Court – Part 2
James B. Helmer, Jr.’s oral argument before the Ohio Supreme Court – Part 3
In a bizarre twist, the law firm that represented Michael Cundall in his $300 million dollar suit is the same law firm that represented Bud Koons, his trusts, and the company for decades concerning substantially related matters. See summary of Shell, et al. v. Drew & Ward, Co., L.P.A., et al. We brought suit against such law firm and eventually recovered $6.25 million. See Keven E. Shell, et al. v. Drew & Ward Co., LPA, et al.