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Miller v. Miller

Supreme Court of Maine

July 13, 2017

ALAN MILLER
v.
STEVE N. MILLER et al.

          Argued: April 11, 2017

          William H. Welte, Esq. (orally), Welte & Welte, P.A., Camden, for appellant Alan Miller

          Christopher K. MacLean, Esq. (orally), Elliott MacLean Gilbert & Coursey, Camden, for appellees Steve N. Miller, Mark K. Miller, and Miller's Lobster Company, Inc.

          Panel: SAUFLEY, C.J., and ALEXANDER, MEAD, GORMAN, JABAR, HJELM, and HUMPHREY, JJ.

          REPORTER OF DECISIONS

          HUMPHREY, J.

         [¶1] Alan Miller appeals from summary judgments entered in the Business and Consumer Docket [Horton, /.) in favor of Miller's Lobster Company Inc. (MLC), Steve N. Miller, and Mark K. Miller (collectively, the Millers); and in favor of SAM Miller, Inc. (SMI). After Alan sought injunctive relief and damages arising out of the lease of wharf property in St. George by SMI to MLC, the court granted the Millers' and SMI's motions for summary judgment, concluding that Alan's claims are barred by the applicable statute of limitations. We affirm the judgments.

         I. BACKGROUND

         [¶2] On August 8, 2014, Alan, acting "individually and in the right of and for the [b]enefit of" SMI, filed the operative second amended complaint against the Millers.[1] Alan alleged that he, Steve, and Mark are the sole shareholders of SMI; that Steve and Mark are the sole shareholders of MLC; and that SMI leased wharf property in St. George to MLC without conducting a lawful corporate meeting and without charging MLC rent, to the detriment of Alan and SMI.

         [¶3] Alan asserted eight causes of action in connection with the lease agreement: a shareholder derivative action challenging Steve and Mark's failure to prevent SMI from entering into the lease (Count 1); breach of fiduciary duty (Count 2); gross mismanagement (Count 3); waste of corporate assets (Count 4); unjust enrichment (Count 5); punitive damages (Count 6); breach of the duty of good faith and fair dealing (Count 7); and interference with advantageous relationships (Count 8).[2] The Millers moved for a summary judgment, arguing that each of Alan's claims against them was barred by the statute of limitations. Alan opposed the motion and filed additional statements of material facts, to which the Millers replied.[3]

         [¶4] Viewed in the light most favorable to Alan, the nonprevailing party, the summary judgment record reveals the following facts. See Pawlendzio v. Haddow, 2016 ME 144, ¶ 9, 148 A.3d 713. Alan, Steve, and Mark are brothers. Their father, Luther Miller, purchased the wharf at issue in the 1960s. MLC, which conducts a restaurant business, was formed in 1978 and has operated from Luther's wharf since its inception. Since 1992, Steve and Mark have been the sole shareholders of MLC. Between 1992 and 1997, MLC continued to operate on the wharf while paying the wharfs real estate taxes, insurance, and maintenance costs.

         [¶5] In 1997, Luther transferred ownership of the wharf to SMI, a new corporation formed by Alan, Steve, and Mark. The three brothers are the sole shareholders of SMI, each owning a one-third interest in the corporation. On September 2, 1997, SMI executed a lease allowing MLC to continue operating from the wharf without paying rent in exchange for paying the wharfs taxes, insurance, and maintenance costs. That lease was renewed in 2001 and again on May 1, 2004. Alan alleges that both lease renewals occurred without his knowledge or consent and without a meeting of all of the SMI shareholders. It is undisputed, however, that MLC has operated in some capacity from the wharf continuously since it was formed in 1978 and that since 1997 it has "been using the [w]harf exclusively" and paying for the wharf's real estate taxes, insurance, and maintenance costs.[4]

         [¶6] On August 16, 2013, Alan demanded, pursuant to 13-C M.R.S. § 753 (2016), that SMI file an action against the Millers for damages caused by MLC's lease of the wharf for no or insufficient rent and for other fiduciary breaches. SMI has not instituted such an action.

         [¶7] By order dated August 7, 2015, the court concluded that Alan's claims were untimely according to the applicable six-year limitations period, see 14 M.R.S. § 752 (2016), [5] and granted the Millers' motion for summary judgment as to "all of [Alan's] claims." Alan appealed from the judgment and we dismissed his appeal as interlocutory because to the extent that he had asserted claims against SMI as a "nominal defendant, " the judgment did not dispose of those claims.

         [¶8] In June 2016, SMI moved for a summary judgment, arguing that Alan's claims against it were barred by the statute of limitations. The court granted SMI's motion, determining that to the extent Alan asserted claims against SMI, those claims were "barred by the statute of limitations to the same extent and for the same reasons as his claims against" ...


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