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Linde v. Linde

Superior Court of Pennsylvania

October 11, 2019

BARBARA LINDE, IN HER OWN RIGHT AND BARBARA LINDE ON BEHALF OF LINDE CORPORATION
v.
SCOTT LINDE, ROBERT L. HESSLING, ROBERT M. MCGRAW, PAUL FEDOR, CHRISTOPHER LANGEL, ALFRED OSTROSKI, MICHAEL BOCHNOVICH, LINDE CORPORATION AND SCOTT LINDE FAMILY'S CORPORATION TRUST Appellants

          Appeal from the Judgment Entered on May 21, 2018 In the Court of Common Pleas of Luzerne County Civil Division at No(s): 2013 CV 11028

          BEFORE: BOWES, J., OLSON, J., and STABILE, J.

          OPINION

          OLSON, J.

         Appellants, Scott Linde, Robert L. Hessling, Robert M. McGraw, Paul Fedor, Christopher Langel, Alfred Ostroski, Michael Bochnovich, Linde Corporation, and Scott Linde Family's Corporation Trust, appeal from the judgment entered on May 21, 2018.[1] The judgment was in favor of Barbara Linde (hereinafter "Barbara") and against Appellants in the amount of $5, 392, 000.00. We affirm.

         On September 18, 2013, Barbara, individually and on behalf of Linde Corporation (hereinafter "LindeCo"), filed a complaint against a number of defendants, including: her brother, Scott Linde (hereinafter "Scott"); the Scott Linde Family S Corporation Trust; and, six individual employees and directors of LindeCo. We refer to the six individual employees and directors as, collectively, the "Six Key Employees." They are: Robert L. Hessling, Robert M. McGraw, Paul Fedor, Christopher Langel, Alfred Ostroski, and Michael Bochnovich. See Barbara's Complaint, 9/18/13, at ¶¶ 1-10.

         Within the complaint, Barbara averred that LindeCo is a Subchapter S corporation[2] and that, at the time LindeCo was formed, she and Scott were its only shareholders. See id. at ¶¶ 11-12. Throughout the life of LindeCo, Barbara has been a minority shareholder and Scott has been the majority shareholder of the company. Further, Barbara "was secretary . . ., served as a director[, ] and was employed by" LindeCo; Scott is the president and a director of the corporation. Id. at ¶ 11 (some capitalization omitted).

         Barbara averred that, in March 2012, Scott "demanded that Barbara [] either liquidate her shares[] or immediately sell her shares [of LindeCo] at a price determined by him. If she refused, he stated that he would 'economically destroy her.'" Id. at ¶ 22. Barbara refused Scott's demand. Id. at ¶ 23. Thereafter, on March 9, 2012, Scott called a special shareholders' meeting, where he: "amended the articles of incorporation to eliminate cumulative voting, [3] amended the by-laws of the corporation, removed the entire board of directors, including [Barbara], and elected new directors[, which excluded Barbara]." Id. at ¶ 24 (some capitalization omitted). The new directors included the Six Key Employees and "[t]he new directors subsequently terminated [Barbara's] employment with the corporation, cancelled her medical insurance, the medical insurance of her daughters[, ] and eliminated other benefits historically enjoyed by her." Id. at ¶¶ 24-25 (some capitalization omitted).

         Barbara alleged that the elimination of cumulative voting "was fundamentally unfair and oppressive to [her] as the minority shareholder of the corporation and was undertaken for the sole purpose of eliminating [Barbara] as a member of the board of directors, thereby limiting her access to [corporate] books and records." Id. at ¶ 26 (some capitalization omitted). Moreover, Barbara alleged that Scott and the Six Key Employees committed other acts that were oppressive to her as a minority shareholder, such as: "systematically excluding her from a meaningful role in the corporation" by eliminating her as a board member, an officer, and an employee; authorizing deals with closely related companies that had the sole purpose of economically harming her; and, "caus[ing LindeCo] to report a taxable gain which flow[ed] through to [Barbara], but contrary to past practice, [the board] refused to allow the company to make a cash distribution to shareholders which would [have] allow[ed Barbara] to pay her tax obligation." Id. at ¶¶ 29-35 and 38-44.

         Barbara's complaint contained five counts. The first count, entitled "Breach of Fiduciary Duty," was filed against Scott. Within this count, Barbara alleged that Scott was liable to her for "engag[ing] in a course of conduct that was contrary to law, was oppressive, was a gross abuse of his authority and discretion[, ] and was designed to squeeze [Barbara] out of the corporation, and to 'economically destroy her.'" See id. at ¶ 14. She requested that the trial court:

A. Appoint a custodian for [LindeCo];
B. Enter an order directing [Appellants] to grant [Barbara] all of the rights, benefits[, ] and privileges she enjoyed prior to the illegal actions of March 9, 201[2]; []
C. Award [Barbara] compensatory damages for her loss of income and benefits . . .;
. . .
E. Direct [Appellants] to provide [Barbara] immediate access to the books and records of [LindeCo] . . . and all other partnerships or corporations owned or controlled by [Scott] doing business with [LindeCo]; and
F. Grant such other and further additional relief as the court may deem to be appropriate and just under the circumstances.

Id. at "Wherefore" Clause for Count I (some capitalization omitted).

         In other counts, Barbara alleged that the Six Key Employees "aided and abetted [Scott] in the breach of the fiduciary duties owed to Barbara [] as a minority shareholder" and that Scott and the Six Key Employees engaged in a civil conspiracy to harm her. As to these claims, Barbara requested that the trial court "enter[] judgment in [Barbara's] favor and against [Scott] and the [Six Key Employees] for the full amount of her damages . . . and grant such other and further relief as the court may deem just and equitable." See id. at "Wherefore" Clauses for Counts IV and V. Finally, Barbara requested that the trial court remove Scott from his positions as officer and director of LindeCo and that the court appoint a custodian for LindeCo. See id. at "Wherefore" Clauses for Counts II and III; see also 15 Pa.C.S.A. §§ 1726(c) (authorizing the judicial removal of a director); 1767(a)(2) (authorizing a court to appoint a custodian for a corporation). As with her other claims, Barbara included general prayers for relief at Counts II and III. Barbara's Complaint, 9/18/13, at "Wherefore" Clauses for Counts II and III.

         On the same date that Barbara filed her complaint, Barbara also filed a separate "Motion for Appointment of Custodian." Within this motion, Barbara repeated the allegations contained in her complaint and requested that the trial court appoint a custodian for the corporation. Barbara's Motion for

         Appointment of Custodian, 9/18/13, at ¶ 3. The trial court then scheduled a hearing on Barbara's Motion for Appointment of Custodian. Trial Court Order, 9/18/13, at 1.

         The six-day hearing on Barbara's Motion for Appointment of Custodian took place on April 29 and April 30, 2014, July 22 and July 23, 2014, and August 27 and August 28, 2014. On December 31, 2014, the trial court denied Barbara's Motion for Appointment of Custodian. Trial Court Order, 12/31/14, at 1.

         After the trial court's December 31, 2014 order, the parties agreed to submit the record, as developed during the hearing on Barbara's Motion for Appointment of Custodian, to the trial court for adjudication of the entire complaint.[4] Trial Court Opinion, 11/13/15, at 2; Appellants' Brief at 11. On November 13, 2015, the trial court entered its findings of fact, conclusions of law, and decision regarding liability.[5] As the trial court explained in detail, the evidence presented for its consideration consisted of the following:

The Linde family has been involved in construction and industry in northeast Pennsylvania for approximately 50 years, when brothers Scott and Eric Linde began Linde Enterprises with their father. Scott and Eric's sister, Barbara Linde, was offered a share in Linde Enterprises by her father a few years after she completed school. In 1988, the Linde siblings' father passed away, and his shares in Linde Enterprises were distributed to his children such that Scott and Eric each owned 3/7 of the company and Barbara owned the remaining 1/7; Barbara testified that this structure was essentially her father's way of ensuring that any two of the siblings could overrule the third. Eventually, legal issues involving the Linde siblings arose, beginning a series of lawsuits in Wayne County, Pennsylvania.
In 2006, Scott and Barbara formed their own entity, [LindeCo]. Scott and Barbara set up LindeCo as an S-Corporation, with 1000 shares authorized; only 500 of these shares were issued, with 375 (75%) going to Scott and 125 (25%) going to Barbara. There was no shareholders' agreement. The corporate bylaws called for cumulative voting. Scott was the President of LindeCo, and Barbara was the Secretary. In its first year of operation, LindeCo brought in approximately six million dollars of gross revenues[.][fn.5][The organization grew steadily and, ] by 2012, LindeCo's revenue was approximately [72] million dollars.[fn.6] As of 2014, LindeCo had approximately 300 employees. From its inception until 2012, Barbara received an annual distribution from LindeCo sufficient to pay her state and federal taxes; otherwise, LindeCo has not made any payments of dividends to its shareholders.
[fn.5] LindeCo's initial profits stemmed largely from taking over the clients and accounts of Linde Enterprises.
[fn.6] Although LindeCo's revenue was consistently in the tens of millions of dollars, the company's recorded profit was generally in the $250, 000[.00] to $500, 000[.00] range; Scott testified that this was due to the high cost of subcontracting and completing each particular job in comparison to the value of the contract for the job.
In addition to Linde Enterprises and LindeCo, Scott was involved in a number of entities affiliated with those two companies. Among these entities were NEV (which is owned in equal sevenths by Scott, Barbara, and five of the [Six Key Employees]), Old Boston (which is owned in equal sixths by Scott and five of the [Six Key Employees]), BSL (owned equally by Barbara and Scott), TRSL, Forest City Partners, and Linde International. Each of these entities has the primary purpose of purchasing equipment and then renting it to LindeCo. . . .
Soon after the formation of LindeCo, the relationship between Barbara and Scott soured. The facts regarding the start of these disagreements are disputed. In the spring of 2007, Scott offered Barbara a shareholder's agreement, which would have provided for the elimination of cumulative voting and an automatic buyout of Barbara's shares at book value upon her termination as an employee of the company. Barbara rejected this offer, because she felt that cumulative voting "allow[ed her] to have a place on the board of directors and receive financial information" and that LindeCo's book valuation significantly undervalued the company.[fn.7] Ultimately, the deal was unacceptable to Barbara both when it was offered and at the time of testimony. . . .
[fn.7] Barbara stated that this is because she and Scott "controlled the bottom line and the value [of LindeCo] for tax purposes" meaning that any present book value "doesn't reflect the true value of the company going forward." Scott was cross-examined on various assets that may be possessed by LindeCo and related companies but not reflected in the companies' book value.
Barbara testified that, in 2007, Scott was engaging in an intimate relationship with a female employee at the office, and that when Barbara voiced her objections to the relationship to Scott, he "physically picked [Barbara] up out of [her] seat, threw [her] against the wall, picked [her] up again and threw [her] onto the floor;" saying that "he wanted [Barbara] out of his life and that he would destroy [her]." Scott adamantly denied that he had a romantic relationship with the employee, stating that Barbara entered his office and yelled at the employee, telling her to leave; Scott stated that, after he asked Barbara to leave his office multiple times to no avail, he "took her by the wrists, not hard, she stood up . . . [and] when [he] pushed back [to the door] . . . she fell on her derriere, didn't get hurt." Scott states that he did not threaten to "destroy her" but that he later informed his sister that certain business decisions she was making would "economically destroy her." Barbara and Scott have not spoken directly to each other since this incident. Barbara states that Scott has exerted pressure on other members of LindeCo to not speak to Barbara, take her suggestions, or allow her to participate in the business; Scott and the individual defendants deny this.[fn.8]
[fn.8] For instance, Paul Fedor stated that at no time did Scott ask him [not to] communicate with Barbara, and that he [chose] not to accept any calls or emails from [Barbara] "[b]ecause of the situation. [Because s]he sued [him]."
As an employee of LindeCo, Barbara was responsible for dealing with OSHA claims[, ] developing the company's safety protocol, working with the company's computer networks and other infrastructure, and otherwise dealing with the middle-management aspect of the company. What this meant in practice is the subject of no small dispute. Barbara testified that, in the early days of LindeCo, she, as part of a small team, developed a comprehensive system that allowed the company to track its monthly financial information and generate documents that "ultimately fed into the preparation of [LindeCo's] year end certified audit [that were given] to all the banks and bonding companies . . . if, in fact, they were to request [them]." Barbara estimated that LindeCo had approximately five OSHA violations from its inception in 2006 [until] her dismissal . . ., and that "every time one came up, [she] handled it." Alfred Ostroski stated that he reviewed all OSHA violations when they were reported to the company, and then Barbara represented the company at the relevant hearings. Barbara stated that she was additionally involved in the creation of LindeCo's safety program; Christopher Langel suggested that Barbara may have had input through the mid-2000s but that she was not involved with the physical writing of the document, and that ultimately LindeCo's 2011 safety manual was written by a third party and that Barbara had no involvement with it.
[Appellants] provided a different characterization of Barbara's employment. Paul Fedor stated that "[Barbara's] involvement in the growth of Linde Enterprises . . . up through [LindeCo] until she was terminated . . . [was] minimal." Christopher Langel testified that Barbara's office was visible from his, and that "other than [for] management meetings . . . [he] saw Barbara in her office . . . very minimally." Robert McGraw stated that, "as a highly paid component of [LindeCo], what the company gets out of [Barbara's work] is nothing . . . we're not getting any net return on [Barbara's salary]."
As an employee of LindeCo, Barbara received a salary of approximately $120, 000[.00] with an additional $100, 000[.00] in benefits. Among the benefits received were health insurance, vehicles for personal use, credit, and landscaping and maintenance care provided for Barbara's home and property. Fedor described how the maintenance work involved a great deal of work caring for Barbara's horses and "elaborate stable system," which took two people, one of whom worked at least a few hours seven days a week, to maintain. The testimony suggested that Scott enjoyed some similar services but to a smaller degree.
In 2010, Scott, worried about the possibility of key LindeCo employees leaving to work for competitors, decided to create a profit-sharing system to award a select few with equity in the company; all parties agreed that LindeCo could not survive if multiple key employees left.[fn.9] Scott stated that "it was [his] idea and . . . decision as president and majority stockholder [of LindeCo] to have those six people who were . . . absolutely critical to the company to become directors. To become directors they had to become stockholders." Scott and these [Six Key Employees] agreed that the best method of doing this would be an issuance of stock.
[fn.9] Indeed, Defendant Alfred Ostroski testified that he declined a job offer from a competitor specifically because of Scott's offer to become a shareholder in LindeCo.
Barbara was not opposed to the [Six Key Employees] becoming directors[fn.10] or joining in a profit-sharing plan - in fact, she believed "it needed to be done to solidify [LindeCo's] management" - but she did not agree that the issuance of shares of LindeCo stock was the best method, stating that an issuance of stock would have a number of "down sides and tax ramifications" for both LindeCo and the . . . [Six Key Employees]. Upon learning of Scott's plan to issue stock, Barbara discussed a number of options with LindeCo's accountants [at] ParenteBeard, including the issuance of phantom stock or other bonus plans. Eventually, at the end of 2011 or beginning of 2012, ParenteBeard gave a presentation to the [Six Key Employees] regarding the alternatives to Scott's proposed stock issuance. Alfred Ostroski testified that Barbara "told us [Six Key Employees] that if this went through and we became stockholders that she would sue us individually."
[fn.10] In fact, Barbara voted for the [Six Key Employees] to become directors during an April 13, 2010 management meeting, to "show[] them a level of financial information that would allow them to govern from the board." Barbara later found out that the minutes of this meeting had never been filed and that the members of the [Six Key Employees] had declined positions on the board. Multiple members of the [Six Key Employees] stated that this was because they did not wish to become involved in the worsening relationship between Barbara and Scott.
Barbara stated that, ultimately, Scott refused to give the [Six Key Employees] any choice in the type of compensation they received and that they were afraid to speak up in disagreement with Scott; Scott argued that he and the [Six Key Employees] were in complete agreement about the desirability of the proposed stock plan, [fn.11] and that Barbara's suggestions of drawbacks were a pretext to block the implementation of the plan, which would have diluted her share of LindeCo. Scott formally proposed variations on the plan via email in both September 2011 and December 2011, but Barbara did not sign the proposals. Ultimately, Barbara never acquiesced to the proposed stock issuance; in 2012 LindeCo issued two years' worth of bonuses to the [Six Key Employees], which they then used to buy a combined 50 of Scott's 375 shares (four of the [Six Key Employees] purchased ten shares and two purchased five shares at book value of $6, 200[.00] each).[fn.12, ] [fn.13] These shares were sold with an agreement that, if any of the [Six Key Employees] left the company, they would be compelled to sell their stock back at the most recent year's book value.
[fn.11] Paul Fedor testified that he "prefer[red] to take the risk" associated with stock as opposed to other, more direct profit sharing plans, because he "[didn't] need the money right now . . . [and] was looking for a [long term] investment." Robert McGraw echoed this sentiment, stating that "from [his] point of view . . . [he didn't] need [the] money right now" and that he "was looking for the end game."
[fn.12] Scott stated that, although he felt it necessary "after two years of [LindeCo] not meeting [its] obligation, [to] do what [he] had to do," the eventual solution "was bad for the company . . . was bad for the employees . . . it was just a bad decision." Scott explained that this was partially because of the cost to the company in terms of bonuses; had the 50 shares received by the [Six Key Employees] been newly authorized, the bonus issued to receive them would only need to consist of the taxes owed on their value; whereas purchasing them from Scott required a bonus issuance equal to the taxes owed plus the book value of the stock.
[fn.13] Alfred Ostroski testified that, between the time the [Six Key Employees] purchased the stock in LindeCo and August 2014, the overall company value had increased by approximately $1.25 million, meaning each share increased approximately $2, 000[.00] to $2, 400[.00] in value.
From 2010 to the middle of 2011, LindeCo's management meetings, historically attended by Barbara, Scott, and the [Six Key Employees], became less and less frequent, and the widening rift between Barbara and Scott came to a head in late 2011 when Scott sent Barbara an email on December 16, 2011 purporting to call a meeting of LindeCo's shareholders just six days later on December 22, 2011. The agenda was to include a vote on proposed amendments to LindeCo's by-laws, including the elimination of cumulative voting. Barbara testified that, when she received this email, she "went to the by-laws and ascertained that it was the [LindeCo] secretary's job to call the meeting." Additionally, LindeCo's by-laws required at least ten days' notice before any proposed change to the by-laws. Barbara objected to the meeting taking place on December 22, and rescheduled it to March 9, 2012. At the March 9, 2012 shareholders' meeting, LindeCo's shareholders - that is, Scott, over Barbara's objection[fn.14] - voted to [amend the by-laws to] eliminate cumulative voting[, ] change the role of the corporate secretary, [and] give the majority shareholder the power to remove the entire board of directors[. Scott then removed the board of directors and] replaced the board of directors with Scott and the [Six Key Employees]. At a Special Meeting of the Board of Directors, held on March 14, 2012, the new board voted to dismiss/reelect corporate officers; Barbara was not elected to any position. It was Scott's opinion that Barbara, no longer a director or officer of LindeCo, had been "terminated as an employee in March of [2012]."
[fn.14] Barbara introduced official objections to the proposed shareholder actions to be voted on at the March 9, 2012 meeting, objecting to the following effects of the proposal: "Circumvents the proper role of the secretary . . . [;] seeks to change quorum requirements for the transaction of business . . . [;] permits the transaction of business in the absence of a quorum . . . [;] shareholder [cumulative] voting withdrawn . . . [;] restrict[ion of] the power of minority interests to fill vacancies on the board of directors . . . [; and, ] empower[ing] the single majority shareholder to remove the entire board without cause." Barbara characterized these proposed amendments as "serv[ing] no other purpose than to subordinate the board of directors to the whims of a single majority shareholder by changing the way in which board members are replaced."
Even though Scott viewed the events of the March [2012] meeting[s] as effectively terminating Barbara, LindeCo offered Barbara what was essentially a severance package shortly afterwards. This package would have allowed Barbara to "withdraw up to $5, 000[.00] per week from her equity in [LindeCo], approximately 25 percent of $3 million equal to $750, 000[.00] equal to 150 payments plus future year profits."[fn.15] Scott stated that Barbara didn't respond to the offer, which he considered a starting point in negotiations, and "did nothing, continued to get a salary, continued to charge things, didn't come to the office, [and] didn't talk to people" for approximately seven months after the offer was made. . . .
[fn.15] The $750, 000[.00] represented an estimated book value of $6, 000[.00] per share for each of Barbara's 125 shares. Scott acknowledged that "of course [Barbara] would want" her shares to be bought out at fair value, but to determine fair value the company would "be off on another half a million dollars figuring out what that is."
[Barbara testified that her removal from the board and from her position as secretary made it so that she was "no longer allowed to have access to any financial information, other than [year-end] financials;" she testified that "[i]t was impossible for [her] to do [her] job without financial information." Further, Barbara testified that, after her removal from the board: she was "denied access entirely" to the LindeCo computer system; "all of [her] belongings were removed from [her] office" and she was not permitted back into her office; and, "[n]o one [at LindeCo] would speak to [her], no one would reply to [her] emails."]
Barbara was officially terminated as a LindeCo employee on October 31, 2012.
[Barbara testified that her termination devastated her financially. This included: the loss of her annual, $120, 000.00 salary; the loss of medical benefits for her and her children; and, the loss of additional benefits of approximately $100, 000.00 per year. Barbara also testified that Scott and the Six Key Employees financially harmed her in other ways; specifically, by looting related companies in which she had an ownership interest.] . . . For instance, although Barbara is still a shareholder in Linde Enterprises, she states that she has not been able to withdraw any money from that company "because Scott had stripped all the cash and equipment from that company." . . . [As to this, ] Barbara calls attention to a transaction made at a meeting of Linde Enterprises in December 2012 that arose out of two preexisting promissory notes. The first note, dating from October 1, 2010, obliged LindeCo to pay Linde Enterprises the sum of $1, 516, 200[.00]. On May 25, 2012, LindeCo borrowed an additional $1.2 million from Linde Enterprises, repayable over 119 months. The note was signed by Robert Hessling for LindeCo and Scott for Linde Enterprises.
Due to the ongoing disagreements between Eric, Scott, and Barbara regarding Linde Enterprises, the three siblings met on December 3, 2012, at which time Scott offered to purchase the shares of both Eric and Barbara, which they declined. At a December 11, 2012, meeting of the LindeCo board of directors, at which Barbara was not present, [Scott] caused Linde Enterprises to purchase 319 of Scott's 320 shares in Linde Enterprises, which were held in the Scott F. Linde Family S Corporation Trust. In exchange, Linde Enterprises assigned to the Scott F. Linde Family S Corporation Trust both the entire $1, 148, 796.70 remaining to be paid on the May 25, 2012 note and a portion of the October 1, 2010 note, in the value of $291, 721.60, for a total of $1, 440, 518.30. The Trust, through Scott, then made immediate demand on the assigned notes and was paid by LindeCo. Barbara alleges that the value at which Scott's shares in Linde Enterprises were to be purchased was determined unilaterally by Scott himself, [fn.16] and ultimately that this transaction was designed to drain cash from Linde Enterprises by preventing it from collecting on its notes, thus depriving Barbara of what was at that point her primary source of funds. Scott stated that the value of the stock was determined by a shareholder's agreement that set the price of any stock purchased by Linde Enterprises at book value as of the prior December 31, and that said value was determined by the previous year's financial report. Commenting on this deal, Robert McGraw testified that he approved this transaction because it "got debt off of the balance sheet" and that he was satisfied that the financial aspects of the transaction were beneficial to LindeCo. McGraw stated that he did not consider the impact this transaction would have on Barbara, and did not consider whether the money paid was a fair value for Scott's shares in Linde Enterprises because it had "nothing to do with what [the Board was] voting on." Christopher Langel added that the transaction helped disentangle LindeCo from the "turmoil" surrounding Barbara, Eric, and Scott's "struggle for the management of [Linde] Enterprises."
[fn.16] Paul Fedor testified that he relied on Robert Hessling's assurances regarding valuations in deciding to vote for this transfer.
Barbara also suggests that Scott caused Linde Enterprises to sell off its assets, which consisted primarily of construction equipment that was necessary to function as a contractor. There was some dispute about the number and value of the pieces of equipment held by Linde Enterprises; Barbara suggested that, in October of 2012, Linde Enterprises owned approximately 80 pieces of equipment totaling $600, 000[.00] to $700, 000[.00] in market value, [fn.17]whereas [Appellants] contend there [were] 30 pieces worth $200, 000[.00] to $300, 000[.00]. What is not disputed is that approximately 30 pieces of equipment were put up for sale on an online auction site; with the exception of a single tractor, all of this equipment was purchased by LindeCo. Many of the items received upwards of 20 bids and sold for well over the starting price; ultimately, the pieces sold for a combined $174, 900[.00]. Again, Barbara contends that this was a naked attempt to strip Linde Enterprises - and thus Barbara herself - of its ability to make money and provide [her with] a source of income. Barbara testified that the proceeds from this sale did not end up with Linde Enterprises, and that she doesn't know where the proceeds ultimately went. Paul Fedor, who was in charge of purchasing the equipment, also did not know where the proceeds from the sale ended up.
[fn.17] This valuation is based on an appraisal by a third party named Hunyady.
Similarly, Barbara has accused Scott of controlling which of his many enterprises LindeCo contracts with, and has improperly diverted work from Linde-affiliated entities that Barbara co-owns to entities that she does not own. Robert McGraw testified that the decisions to purchase equipment, including deciding which entity was to own a particular piece of equipment, were generally made by Scott. McGraw denied that rental or purchasing decisions were based on the particular owners of the various entities, but did admit that "in the short term" more equipment has gone into Old Boston, of which Barbara is not a part-owner, than NEV, [which is owned, in part, by Barbara]. As early as 2005, Barbara was concerned that particular jobs were going to Linde International, in which she did not hold shares, rather than other companies under the Linde umbrella. Christopher Langel testified that certain companies would receive certain jobs for reasons related to unions, but that he understood why Barbara would be in "opposition to work being sent to [an] entity of which she didn't have an interest." Scott testified that different entities were targeted to different markets, and that Linde International was the primary company for jobs more than 75 miles from LindeCo headquarters. Regarding BSL, the company owned equally by Barbara and Scott, Scott stated that, although Barbara never blocked equipment from being bought by BSL, "[t]he problem is when you go to [Barbara] and you go to get a bank financing statement, she wants her house off, she wants this, she wants to talk to them, she wants everything . . . she didn't bring any equipment to be put in there. She never mentioned to me that I have this piece, I found this piece, I want to buy it there."
It is clear from the facts of this case as described above that the disagreements between Barbara and Scott are pervasive, infecting the business of LindeCo and causing a great amount of distress to all parties involved.

Trial Court Opinion, 11/13/15, at 1-16 (citations and some capitalization and footnotes omitted).

         From this evidence, the trial court found the following:

• LindeCo, as a company, "appears to be rather healthy" and "has been well-managed." Id. at 18-19.
• LindeCo is "run primarily by Scott . . . [and Scott's] removal from the LindeCo board of directors would be devastating to the company and would harm the interests of all stockholders, including [Barbara]." Id. at 22.
• Although the company has been well-managed, Scott, as the majority shareholder, "has not always protected the interests of the company's minority shareholder, Barbara." Id. at 19.
• Scott's "elimination of cumulative voting, followed by the dismissal of the entire board of directors and reappointment of the entire board minus Barbara" was "motivated in part by [his] animus against Barbara." Id.
• "Barbara's dismissal from the board of directors and, ultimately, from the company, was designed to prevent Barbara from attaining LindeCo's financial information, to keep her out of the premises, and to get her out of [Scott's] life." Id.
• Scott's "diminution [of] Barbara's role in the company and access to company financial records" constituted "oppressive conduct" and a squeezing-out of the minority shareholder, Barbara, from LindeCo. Id.; Trial ...

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