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Miller v. Robertson2/12/1999
Judges: Authored by Karen G. Seinfeld Concurring: J. Dean Morgan David H. Armstrong
Bruce Miller, a minority shareholder and a former director, president, and employee of B & B Services, Inc., appeals a Judgement dismissing his claims against the majority shareholder, Gordon Robertson, and against B & B. The trial court found no corporate oppression, no wrongful termination, no agreement to sell Miller a portion of the corporate stock, and no breach of a fiduciary duty. Because the evidence is sufficient to support the court's findings and because we find no reversible error of law, we affirm. But finding no legal authority that allows the trial court to retain jurisdiction to oversee the sale of Miller's corporate shares, we reverse that ruling.
FACTS
In 1977, Miller, along with Terry Huber, came to Washington to start a restaurant. According to Miller, he wanted a business that would employ him as long as he wished or "basically for life."
In January 1978, Miller and Huber formed B & B Services, Inc., found a desirable location, and met with a potential investor, Philip "Peter" Stanley. The three of them ultimately agreed that Stanley and Miller would each own 35 percent of the corporate shares in B & B and Huber would own 30 percent.
In a written memorandum describing the parties' mutual understanding, Stanley's attorney wrote that Miller and Huber would conduct the day-to-day operation of the business "on an established employment contract with B & B Services, Inc." and would "devote their full time and effort to the operation of the business until it {was} operating with a net profit and {had} operated with a net profit for more than one (1) year." At such time, Miller and Huber could negotiate for a reduced commitment, or explore the possibility of other ventures.
In July 1978, the corporate directors issued shares according to the earlier agreement and elected Miller as president. Stanley, acting through the partnership E.R. ROGERS ASSOCIATES, purchased a building that it leased to the corporation.
Sometime after July 1978, Stanley's attorney prepared a Co-Manager Employment Contract for Miller and Huber, but Miller and Huber refused to sign. Miller objected to the contract because, among other things, it limited his employment to three years. Stanley then consented to Miller and Huber's continued employment as co-managers of the business "without a specific contract," but, as Stanley understood it, Miller's employment was at the will of the majority of the Board of Directors.
Miller and Huber opened the E.R. ROGERS restaurant to the public in April 1979. Initially, the restaurant's financial performance was poor and a few years later, Huber resigned.
With Stanley's approval, Miller invited Gordon Robertson to join the business. Robertson went to work as a manager and purchased Huber's shares. Miller and Robertson became close friends but Miller did not tell Robertson that lifetime employment went with corporate ownership. The corporation's gross sales and net profit steadily increased; it paid off shareholder loans and made distributions to the shareholders for each year after Robertson's arrival until 1996. Miller considered Robertson's involvement in the management of the business "a substantial factor in the turnaround."
At some point, Miller drafted an employee orientation manual that included a policy of providing written warnings to employees before they could be dismissed for job performance deficiencies. Miller sought to use the manual at trial to show that E.R. ROGERS' employees were not terminable at will. But the court found that the manual
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