IN THE CmCUIT COURT OF OIDO CO~TY, WEST … · 17-OD09 IN THE CmCUIT COURT OF OIDO CO~TY, WEST...
Transcript of IN THE CmCUIT COURT OF OIDO CO~TY, WEST … · 17-OD09 IN THE CmCUIT COURT OF OIDO CO~TY, WEST...
17- OD09
IN THE CmCUIT COURT OF OIDO CO~TY WEST VIRGINIA
KEVIN P COYNE
Plaintiff
v Civil Action No 14-C-200
TRl-STATE PETROLEUM CORP a West Justice LaITy V Starcher Virginia Corporation EJC LEGACY INC a
~West Virginia Corporation INTERSTATE JURY TRIAL DEMANDED 1 ~)
lSERVICE STATIONS HOLDINGS INC a J
~West Virginia Corporation CONVENIENCE -
REALTY LP a West Virginia Limited Partnership COLLEEN C MCGLINN
-t-middot EDWARD J COYNE II ERIN C MERRICK l -- - i and SHEILA C ROMANEK
Defendants
ORDER
On April 18 2016 the Court heard arguments on the motions then pending with the
Court and set certain deadlines with respect to the filing of summary judgment motions in this
action
Disposition of Pending Motions
After considering the pending motions responses thereto and oral argument ofcounsel
the Court rules as follows
1 Plaintiffs Motion for Leave to File Second Amended Complaint is GRANTED
2 The Court defers ruling on Plaintiffs Motion for Indemnification and
Advancement ofAttorneys Fees until after trial
IN THE CIRCUIT COURT OF omo GOUNTY WEST VIRGINIA
KEVIN P COYNE
Plaintiff
v Civil Action No 14-C-200
TRI-STATE PETROLEUM CORP a West Justice Lairy V Starcher ~-~~
Virginia Corporation EJC LEGACY INC a JURy TRIAL DEMANDED I ~ West Virginia Corporation INTERSTATE 1
- 0SERVICE STATIONS HOLDINGS INC a ~ - -
~West Virginia Corporation CONVENIENCE -
REALTY LP a West Virginia Limited Partnership COLLEEN C MCGLINN EDWARD 1 COYNE II ERIN C MERRICK and SHEILA C ROMANEK
Defendants
ORDER
On April 18 2016 the Court heard arguments on the motions then pending with the
Court and set certain deadlines with respect to the filing of summary judgment motions in this
action
Disposition of Pending Motions
After considering the pending motions responses thereto and oral argument ofcounsel
the Court rules as follows
1 Plaintiffs Motion for Leave to File Second Amended Complaint is GRANTED
2 The Court defers ruling on Plaintiffs Motion for Indemnification and
Advancement ofAttorneys Fees until after trial
3 Plaintiffs Second Motion to Compel is GRANTED
4 Defendants Motion to Quash Subpoenas Directed to Dale Greco is DENIED
Counsel for the parties are to determine a mutually-acceptable date and location for the
deposition of Mr Greco
S Defendants Motion to Exclude Plaintiffs Expert Witness Jane Campbell
Moriarty Esquire has been WITHDRAWN and thus is DENIED AS MOOT
6 Defendants Motion to Compel Production of Documents relating to GCampP
Development and Personal Financial Information is GRANTED IN PART and DENIED IN
PART Plaintiff is directed to produce responsive documents for the 5 year period beginning in
2010
7 Plaintiffs Motion to Quash the Subpoena Directed to Doug Grayson is DENIED
Counsel for the parties are to determine a mutually-acceptable date and location for the
deposition of Mr Grayson
8 Defendants Motion to Compel the production of all communications between
Plaintiff and Mary Grassl is GRANTED IN PART and DENIED IN PART The Court finds that
Defendants demand for the production of all communications between Plaintiff and Ms Grassl
t9- be overly broad and not reasonably calculated to lead to the discovery of admissIble evidence
in this action but directs Plaintiffs counsel to re-examine such communications and to produce
any and all additional documents that relate to the claims and defenses asserted in this action or
relating to any Defendant in this action
9 Defendants Motion for Protective Order relating to the Subpoenas Directed to
Gregory Miller Esquire and Buchanan Ingersoll is DENIED Defendants have agreed to permit
discovery into Mr Millers involvement related to Kevin Coyne during the period 2003 through
2007 without waiving any privilege that may be asserted for any legal representation that
occurred after 2007 Defendants have not waived the privilege over and objected to the
production of any documents related to employees other than Kevin Coyne It is ordered that
documents related to certain employees identified by Plaintiffs counsel in an April 28 2016
email with Greg Miller shall be produced which includes all docwnents related to the lawsuit
and settlement with Nancy Weatherson The parties shall determine a mutually-acceptable date
3l1d location for the deposition of Mr Miller
10 Plaintiffs Third Motion to Compel and for Sanctions is GRANTED IN PART
insofar as (1) the Defendants have agreed to permit discovery into Mr Millers involvement
during the period 2003 through 2007 without waiving any privilege that may be asserted for any
legal representation that occurred after 2007 (2) Defendants shall produce unredacted copies of
documents previously produced by KampL Gates and (3) Plaintiff is permitted to seek discovery
relating to Mr Millers representation (as set forth above) beyond the current April 21 2016
discovery deadline The determination as to whether to award monetary sanctions if any is
deferred until a later date
Schedule for Summary Judgment Motions
The fDllowing schedule is hereby adopted with respectto the filing ofall summary
judgment motions in this action
May 2 2016 - Deadline for Filing Summary Judgment Motions Defendants request for
relief from the page limitation set forth in West Virginia Trial Court Rule 2201 is hereby
GRANTED The parties shall have up to 50 pages for their summary judgment briefs
May 162016 - Deadline for Filing Responses to Summary Judgment Motions
May 20 2016 - Deadline for Filing Replies in Support of Summary Judgment Motions
-3shy
__
May 232016 - Hearing on Summary Judgment Motions starting at 1000 am at a
location to be detennined by the Court
The Clerk is hereby ORDERED to send a certified copy of thismiddot Order to the following
parties
David B Fawcett Esquire Traci S Rea Esquire Christopher R Brennan) Esquire Reed Smith LLP Reed Smith Centre 225 Fifth Avenue Pittsburgh P A 15222
w Howard Klatt Esq Klatt Law Office 1600 National Road Vheeling VV 26003
ENTERED this the IJ day of
r fA ~At~-1t~Itn 1111 ori t ---
Jeffrey P Ward Esquire Kelly K Iverson) Esquire Cohen amp Grigsby PC 625 Liberty Avenue Pittsburgh PA 15222-3152
James 1 Selliti Esquire Sellitti Nogay amp McCune Suite 7) Professional PJaza 3125 Pennsylvania Avenue Wellton) VVV 26063
Sarah Elaine Diedrich Esquire Littler Mendelson PC EQTPlaza 625 Liberty A venue 26th Floor Pittsburgh P A 15222
In11 2016
poundI ~A ~ UJ~ r~ if ~AA-
Hon Larry iff Starcher
A copy Teste
~i-~ Circuit Clerk
-4shy
XJJNITY Connect
XFINITY Connect larrystarchercomcastne
Font Size
Coyne v Tri-State Pelroleum Corp et ai Civil Action No 14-C-200 PROPOSED ORDER from April 18 2016 argument
From Klversoncohenlawcom Tue May 10 20161128Atgt
Subject Coyne v Tri-State petroleum Corp et ai Civil Action No 14-C-200 PROPOSED ORDER 1 attachmenl
from April 18 2016 argument
To larrystarchercQmcastnet
Cc ecIiedrlchilttlercom sfreelawaolcom whkklattlawcom treareedsmlthcom JWardcohenlawcom dfawcettreedsmithcom
Your Honor
Thank you for making time for a call last week to clarify your holdings from the April 18 2016 argument The parties have come to an agreement on a proposed Order for your review which is attached in Word format
r-Very Truly Yours
Kelly -c J
- ) - ~
_
bull 0 bullKelly K Iverson
~ _I Cohen amp Grigsby Pe 625 Liberty Avenue Pittsburgh PA 15222-3152 Direct Phone 412-297-4838 Fax 412-209-0672 kiversoncohenlawcom
NOTICE This email and any documents files or other data attached to the email may contain information that is privileged or conndential If you are not the intended recipient of this email you are hereby notified that any reading use copying disclosure dissemination or distribution of this email and its attachments is STRICTIYPROHIBITED If you received this email In error please Immediately notify the sender by replying to the email orbycaliingCohenampGrlgsbyPCat (800)-394-4904 and ~n[l to speak with the sender Also please immediately delete this email and all of Its attachments without saving the email in any manner Thankmiddotyou
rl 2269760 200CX ~ 44 KB -
From David B Fawcett ltDFawcettReedSmithcomgt Wed May 04 20161141 Al
Subject RE 2016-05-04 D Fawcett letter to Justlce Starcher re_ 2_00 pm callPDF2015-0+28 Fawcett Email toG MillerPDF2016-o5-02 P Russ letter to J WardPDF
To larrystarchercomcastnet
Cc JWardOOhenlawcom KIversoncohenlawcom ltKIversoncohenlawcomgt sfreelawaolcom ltsfreelawaocomgt edledrlchlittlercom ltedledrtchlittlercomgt whkklattlawcom Trad S Rea ltTReaReedSmithcomgt Debbie ESteinmeyer ltDStelnmeyerReedSmlthcomgt Aleksandra V WIlliams (Sasha) ltAVWilliamsReedSmithcomgt
Justice Starcher and counsel
shy
IN THE CIRCUIT COURT OF OIDO COUNTY WEST VIRGTh1A
KEVIN P COYNE
Plaintiff
v Civil Action No 14-C-200 Larry V Starcher Special Judge
TRI-STATE PETROLEUM CORP a West Virginia Corporation EJC LEGACY INC a
) r=lWest Virginia Corporation INTERSTATE EnSERVICE STATIONS HOLDINGS INC a Ul 0 ()r t 11West Virginia Corporation CONVENIENCE rn ~ -0cJ 0Z C)
REALTY LP a West Virginia Limited cmiddot ~ 5
-J 0Partnership COLLEEN C MCGLINN -l r- Cgt C)EDWARD J COYNE II ERIN C MERRICK n 0 cor ~= ~and SHEILA C ROMANEK 3 =-I- -
I D -lt -l
Defendants ~ t-gt
FINAL JUDGMENT ORDER
AND NOW TllS 5th day ofDecember 2016 following ajury trial and return of
verdict JUDGMENT is hereby entered in this action in favor of Plaintiff Kevin P Coyne as
follows
a In the amount of $323391100 (the jury verdict amount of $505311100 less
stipulated set-off in the amount of$1819200 for monies paid or due to be paid
under various promissory notes) plus
b Attorneys fees in the amount of$1 51799640 (a portion of attorney fees
incurred for services rendered as ofJuly 29 2016) plus
c Prejudgment interest at the rate of7 per annum on the net verdict amount of
$3233911 to run from September II 2012 to the date of entry ofjudgment in
the amount of$95945246 plus
I
d Costs in the amount of $1815808
Because the defendant was allowed to use as an off-set to the jury verdict ofmonies
either paid or to be paid over time it is further ORDERED ADJUDGED and DECREED that
Defendants shall be liable for continued timely payments of amounts due under the following
promissory notes
a Promissory Note issued by EJC Legacy Inc in favor ofKevin P Coyne in the
principal amount of $96000000 dated June 212013
b Promissory Note issued by Interstate Service Stations Holdings Inc in favor of
Kevin P Coyne in the principal amount of $6840000 dated June 21 2013 and
c Promissory Note issued by Convenience Realty LP in favor of Kevin P Coyne
in the principal amount of$32100000 dated June 21 2013
The objections ofany party adversely affected by this Order are hereby preserved
The Clerk is directed to provide attested copies of this FINAL JUDGMENT ORDER to
all parties and counsel of record
ENTER
-A COPJrrre~~te
iamp~~i~lh~ shyIr-=~r_- ~CirCtlt Clerk - - shy
- ~ - OhioCoynevTri-StatePetroetalJudOrd
-2shy I
I
IN THE CIRCUIT COURT OF omo COUNTY WEST VIRGINIA
KEVIN P COYNE
Plaintiff
v Civil Action No 14-C-200 r- Larry V Starcher Specialr~ud~
TRI-STATEPETROLEUM CORP a West Virginia Corporation EJC LEGACY INC a West Virginia Corporation INTERSTATE SERVICE STATrONS HOLDINGS INC a West Virginia Corporation CONVENIENCE REALTY LP a West Virginia Limited Partnership COLLEEN C McGLINN EDWARD J COYNE 11 ERIN C MERRICK I bull
- and SHEILA C ROMANEK
Defendants
ORDER REGARDING POST-TRIAL MOTIONS
This action was tried to an Ohio County West Virginia jury beginning on June 212016
and concluding on July 7 2016 At the conclusion of the eleven day trial the jury returned a
verdict finding as follows
a) In favor of Plaintiff Kevin P Coyne and against Defendants Colleen C McGlinn Edward J Coyne II Erin C Merrick and Sheila C Romanek on Plaintiffs claims for Breach ofFiduciary Duty in the amount of $505311100
b) In favor ofPlaintiff Kevin P Coyne and against all Defendants on his claims for Breach of Contract in the amount of$50531l100 and
c) In favor ofDefendant Colleen C McGlinn on Plaintiffs claims against her for Fraud
u C i r r--
C
When the verdict was returned the Court recognized that the exact same figure was filled
in on the verdict for two of the three separate claims The Court was then suspicious that the
jury verdict might be misinterpreted Therefore on the record the Courfmade inquiry of the jury
as to whether the $505311100 was a single number that covered both claims or was it intended
that each claim should be awarded that amount The jury confirmed that is was a single award
that was afforded jointly to both the Breach of Fiduciary Claim and the Breach of Contract
Claim
Furthermore prior to the jury rendering its verdict the Court with consent ofcounsel
instructed the jury to render their verdict as a full award without regard to any claimed set-off
for amounts already paid by the Defendants to the Plaintiff with any such set-off to be
determined and deducted by the Court from any jury verdict Also the Parties stipulated to a
set-off amount of$181920000 as amounts paid or due to be paid in the future under three
particular s promissory notes executed by the Defendants)
The Court also reserved the right to determine pre-jUdgment interest on any verdict
returned by the jury
Thereafter the Plaintiff and the Defendants filed the following Post-Trial Motions
a) Defendants Motion to Mould Verdict
b) Defendants Joint Motion for Judgment as a Matter of Law or in the Alternative ANew Trial
c) Defendant Interstate Service Stations Holdings Incs Motion Under W VaR CP Rule 60(b) For Relief From Judgment
d) Plaintiffs Motion to Enter Judgment on Jury Verdict to include Attorneys Fees and Pre-judgment Interest and
e) Plaintiffs Motion to Award Plaintiffs Bill of Costs
I The Court intends that the term Defendants in this case is to include one or more of the several corporations owned by the Coyne family andlor one or more of the individual siblings (other than the Plaintiff sibling)
-2shy
A hearing was held on all the above-referenced Post-Trial Motions on August 252016
And upon consideration ofthe parties Motions and Briefs argwnent by counsel and certain
stipulations of the Parties the Court ORDERS as follows
1 Defendants Motion To Mould Verdict
Based on stipulation of the Parties as to the amount of a set-off for amounts paid or due
to be paid over time pursuant to various promissory notes this Motion to Mould the Verdict is
GRANTED and the Court ORDERS that the Judgment Order is to reflect that the jUly verdict of
$505311100 is to be reduced by the stipulated set-off of$181920000 and will be entered in
the amount of $323391100 By consent of the parties this net verdict amount assumes
continued timely remittance of all remaining sums due and owing under three notes that
constitute the basis for this stipulation The notes are as follows
a) Promissory Note issued by EJe Legacy Inc in favor of Kevin P Coyne in the principal amount of $96000000 dated June 212013
b) Promissory Note issued by Interstate Service Stations Holdings Inc in favor of Kevin P Coyne in the principal amount of $6840000 dated June 212013 and
c) Promissory Note issued by Convenience Realty LP in favor of Kevin P Coyne in the principal amount of$32100000 dated June 21 2013
2 Defendants Joint Motion for Judgment as a Matter of Law or in the Alternative for a New Trial
The collective Defendants Motion for Judgment as a Matter of Law or in the
Alternative for a New Trial is DENIED The Court is ofthe opinion that there was only one
way that the facts of this case could be tried before ajury That is to consider all of the multiple
businesses of the Coyne family as a single business and that all of the five siblings contributed
some more and some less to that family business This is exhibited to some extent by noting
that the proposed buy-out of the Plaintiff s interests in the family business was and is being
-3shy
paid based on promissory notes from three separate companies There was sufficient evidence
submitted to the jury for ajury to believe that four ofthe five siblings collectively cooperated to
squeeze a single sibling (plaintiff) out ofthe family business
3 Defendant Interstate Service Stations Holdings Incos Motion Under W VaRCP Rule 60(b) For Relief From Judgment
For the reasons stated above in No2 the ~ourt DENIES this Motion Interstate
Service Stations Holdings Inc is simply one of several companies that comprise the Coyne
family business
4 Plaintiffs Motion For Entry Of Judgment On The Jurv Verdict To Include Attorneys Fees And Prejudgment Interest
A Attorney Fees
Upon consideration of the evidence and for the reasons stated at the August 25 2016
hearing the Court finds that the Defendants engaged in vexatious and oppressive conduct
sufficient to warrant an award of Plaintiffs reasonable attorneys fees in this action The
evidence at trial described considerable acts that could be considered to be vexatious and
oppressive conduct by Defendants in squeezing their brother out of the family business
The Court cites an article authored by Defense Counsel Jeffrey P Ward Esq titled
Minority Shareholder Rights In Pennsylvania And Florida A Tale OTwo Very Different Viewi
which cites a string of different conduct that may be considered as oppressive in shareholder
rights cases His list includes refusing to provide infonnation to minority shareholders unjustly
tenninating employment (or threatening) attempting to buyout a minority shareholder at a
depressed price unequal bonuses using company money to fight a minority shareholders
2At trial the Court sustained the Defendants objection to allowing this January 28 20 IS article authored by Defendants lead counsel to be admitted into evidence by Plaintiffs counsel But the Court sees no reason that it is prohibited from taking notice of it in post-trial proceedings The Court admittedly does not recognize it as a published article but does recognize it as a learned article that bears on some of the issues in this case A copy ofthe article is attached to this Order
-4shy
attempt to attain or exercise hislher company rights usurping corporate opportunities etc
There was evidence in this case to support many of the examples ofoppressive conduct on the
authors list Therefore the Plaintiff is entitled to have Defendants to pay at least part of
Plaintiffs attorney fees
Plaintiff presented evidence that his attorneys fees and costs in connection with this
action were $193381166 as ofJuly 29 2016 Considering the complexity ofthis case the
element ofexpertise in a variety of business issues required of counsel and in part that Plaintiff
prevailed on two of his three claims and failed on the third the Court exercises its discretion and
finds that an award of 80 of the amount sought by Plaintiff as of July 29 2016 is reasonable
given the nature of this action experience of counsel and the jury award obtained Therefore
subtracting the total amount of the Bill of Costs (to be addressed infra) and applying 80 to the
attorneys fees submitted by Plaintiffresults in a total fee award for attorney fees as of July 29
2016 to be $151799640 Attorneys fees for services rendered after July 29 2016 may be
subject to supplemental fee petitions The judgment order entered in this action will reflect the
foregoing fee award It is therefore ORDERED that the sum 0[$151799640 will be included
in the Judgment Order ofthls case for Plaintiffs attorney fees
B Prejudgment Interest
The Court finds that the legal basis for this action is primarily tortious in nature
Therefore the net amount of the jury verdict in this action $323391100 is subject to
prejudgment interest from September 112012 the date the Defendants acted to redeem
Plaintiffs shares through the approximate date of entry of the judgment The Court further
finds that the appropriate interest r~te applicable to calculate prejudgment interest is the statutory
minimum rate of 7 per annum which results in interest accumulated for the Plaintiff as of
-5shy
December 5 2016 to be $95945246 It is therefore ORDERED that the Judgment Order
entered in this action shall include $95945246 as an award for prejudgment interest from
September 112012 until the approximate date judgment is entered in this case
5 Plaintiffs Bill of Costs
Upon consideration of the Bill of Costs submitted by Plaintiff pursuant W VaRCP Rule
S4(d) in the amount of$36316l6 and Defendants objections to the same the Court exercising
the Courts discretion hereby awards 50 of such costs - totaling $1815808 Said amount is
ORDERED to be included in the Judgment Order ofthis case
6 Judgment Order - A separate Final Judgment Order will be entered herewith in
conformance with the foregoing findings of fact and conclusions of law
Ohio CoynevTri-StatePetroetalPstTrMotOrd
- 6shy
IN THE CIRCUIT COURT OF omo GOUNTY WEST VIRGINIA
KEVIN P COYNE
Plaintiff
v Civil Action No 14-C-200
TRI-STATE PETROLEUM CORP a West Justice Lairy V Starcher ~-~~
Virginia Corporation EJC LEGACY INC a JURy TRIAL DEMANDED I ~ West Virginia Corporation INTERSTATE 1
- 0SERVICE STATIONS HOLDINGS INC a ~ - -
~West Virginia Corporation CONVENIENCE -
REALTY LP a West Virginia Limited Partnership COLLEEN C MCGLINN EDWARD 1 COYNE II ERIN C MERRICK and SHEILA C ROMANEK
Defendants
ORDER
On April 18 2016 the Court heard arguments on the motions then pending with the
Court and set certain deadlines with respect to the filing of summary judgment motions in this
action
Disposition of Pending Motions
After considering the pending motions responses thereto and oral argument ofcounsel
the Court rules as follows
1 Plaintiffs Motion for Leave to File Second Amended Complaint is GRANTED
2 The Court defers ruling on Plaintiffs Motion for Indemnification and
Advancement ofAttorneys Fees until after trial
3 Plaintiffs Second Motion to Compel is GRANTED
4 Defendants Motion to Quash Subpoenas Directed to Dale Greco is DENIED
Counsel for the parties are to determine a mutually-acceptable date and location for the
deposition of Mr Greco
S Defendants Motion to Exclude Plaintiffs Expert Witness Jane Campbell
Moriarty Esquire has been WITHDRAWN and thus is DENIED AS MOOT
6 Defendants Motion to Compel Production of Documents relating to GCampP
Development and Personal Financial Information is GRANTED IN PART and DENIED IN
PART Plaintiff is directed to produce responsive documents for the 5 year period beginning in
2010
7 Plaintiffs Motion to Quash the Subpoena Directed to Doug Grayson is DENIED
Counsel for the parties are to determine a mutually-acceptable date and location for the
deposition of Mr Grayson
8 Defendants Motion to Compel the production of all communications between
Plaintiff and Mary Grassl is GRANTED IN PART and DENIED IN PART The Court finds that
Defendants demand for the production of all communications between Plaintiff and Ms Grassl
t9- be overly broad and not reasonably calculated to lead to the discovery of admissIble evidence
in this action but directs Plaintiffs counsel to re-examine such communications and to produce
any and all additional documents that relate to the claims and defenses asserted in this action or
relating to any Defendant in this action
9 Defendants Motion for Protective Order relating to the Subpoenas Directed to
Gregory Miller Esquire and Buchanan Ingersoll is DENIED Defendants have agreed to permit
discovery into Mr Millers involvement related to Kevin Coyne during the period 2003 through
2007 without waiving any privilege that may be asserted for any legal representation that
occurred after 2007 Defendants have not waived the privilege over and objected to the
production of any documents related to employees other than Kevin Coyne It is ordered that
documents related to certain employees identified by Plaintiffs counsel in an April 28 2016
email with Greg Miller shall be produced which includes all docwnents related to the lawsuit
and settlement with Nancy Weatherson The parties shall determine a mutually-acceptable date
3l1d location for the deposition of Mr Miller
10 Plaintiffs Third Motion to Compel and for Sanctions is GRANTED IN PART
insofar as (1) the Defendants have agreed to permit discovery into Mr Millers involvement
during the period 2003 through 2007 without waiving any privilege that may be asserted for any
legal representation that occurred after 2007 (2) Defendants shall produce unredacted copies of
documents previously produced by KampL Gates and (3) Plaintiff is permitted to seek discovery
relating to Mr Millers representation (as set forth above) beyond the current April 21 2016
discovery deadline The determination as to whether to award monetary sanctions if any is
deferred until a later date
Schedule for Summary Judgment Motions
The fDllowing schedule is hereby adopted with respectto the filing ofall summary
judgment motions in this action
May 2 2016 - Deadline for Filing Summary Judgment Motions Defendants request for
relief from the page limitation set forth in West Virginia Trial Court Rule 2201 is hereby
GRANTED The parties shall have up to 50 pages for their summary judgment briefs
May 162016 - Deadline for Filing Responses to Summary Judgment Motions
May 20 2016 - Deadline for Filing Replies in Support of Summary Judgment Motions
-3shy
__
May 232016 - Hearing on Summary Judgment Motions starting at 1000 am at a
location to be detennined by the Court
The Clerk is hereby ORDERED to send a certified copy of thismiddot Order to the following
parties
David B Fawcett Esquire Traci S Rea Esquire Christopher R Brennan) Esquire Reed Smith LLP Reed Smith Centre 225 Fifth Avenue Pittsburgh P A 15222
w Howard Klatt Esq Klatt Law Office 1600 National Road Vheeling VV 26003
ENTERED this the IJ day of
r fA ~At~-1t~Itn 1111 ori t ---
Jeffrey P Ward Esquire Kelly K Iverson) Esquire Cohen amp Grigsby PC 625 Liberty Avenue Pittsburgh PA 15222-3152
James 1 Selliti Esquire Sellitti Nogay amp McCune Suite 7) Professional PJaza 3125 Pennsylvania Avenue Wellton) VVV 26063
Sarah Elaine Diedrich Esquire Littler Mendelson PC EQTPlaza 625 Liberty A venue 26th Floor Pittsburgh P A 15222
In11 2016
poundI ~A ~ UJ~ r~ if ~AA-
Hon Larry iff Starcher
A copy Teste
~i-~ Circuit Clerk
-4shy
XJJNITY Connect
XFINITY Connect larrystarchercomcastne
Font Size
Coyne v Tri-State Pelroleum Corp et ai Civil Action No 14-C-200 PROPOSED ORDER from April 18 2016 argument
From Klversoncohenlawcom Tue May 10 20161128Atgt
Subject Coyne v Tri-State petroleum Corp et ai Civil Action No 14-C-200 PROPOSED ORDER 1 attachmenl
from April 18 2016 argument
To larrystarchercQmcastnet
Cc ecIiedrlchilttlercom sfreelawaolcom whkklattlawcom treareedsmlthcom JWardcohenlawcom dfawcettreedsmithcom
Your Honor
Thank you for making time for a call last week to clarify your holdings from the April 18 2016 argument The parties have come to an agreement on a proposed Order for your review which is attached in Word format
r-Very Truly Yours
Kelly -c J
- ) - ~
_
bull 0 bullKelly K Iverson
~ _I Cohen amp Grigsby Pe 625 Liberty Avenue Pittsburgh PA 15222-3152 Direct Phone 412-297-4838 Fax 412-209-0672 kiversoncohenlawcom
NOTICE This email and any documents files or other data attached to the email may contain information that is privileged or conndential If you are not the intended recipient of this email you are hereby notified that any reading use copying disclosure dissemination or distribution of this email and its attachments is STRICTIYPROHIBITED If you received this email In error please Immediately notify the sender by replying to the email orbycaliingCohenampGrlgsbyPCat (800)-394-4904 and ~n[l to speak with the sender Also please immediately delete this email and all of Its attachments without saving the email in any manner Thankmiddotyou
rl 2269760 200CX ~ 44 KB -
From David B Fawcett ltDFawcettReedSmithcomgt Wed May 04 20161141 Al
Subject RE 2016-05-04 D Fawcett letter to Justlce Starcher re_ 2_00 pm callPDF2015-0+28 Fawcett Email toG MillerPDF2016-o5-02 P Russ letter to J WardPDF
To larrystarchercomcastnet
Cc JWardOOhenlawcom KIversoncohenlawcom ltKIversoncohenlawcomgt sfreelawaolcom ltsfreelawaocomgt edledrlchlittlercom ltedledrtchlittlercomgt whkklattlawcom Trad S Rea ltTReaReedSmithcomgt Debbie ESteinmeyer ltDStelnmeyerReedSmlthcomgt Aleksandra V WIlliams (Sasha) ltAVWilliamsReedSmithcomgt
Justice Starcher and counsel
shy
IN THE CIRCUIT COURT OF OIDO COUNTY WEST VIRGTh1A
KEVIN P COYNE
Plaintiff
v Civil Action No 14-C-200 Larry V Starcher Special Judge
TRI-STATE PETROLEUM CORP a West Virginia Corporation EJC LEGACY INC a
) r=lWest Virginia Corporation INTERSTATE EnSERVICE STATIONS HOLDINGS INC a Ul 0 ()r t 11West Virginia Corporation CONVENIENCE rn ~ -0cJ 0Z C)
REALTY LP a West Virginia Limited cmiddot ~ 5
-J 0Partnership COLLEEN C MCGLINN -l r- Cgt C)EDWARD J COYNE II ERIN C MERRICK n 0 cor ~= ~and SHEILA C ROMANEK 3 =-I- -
I D -lt -l
Defendants ~ t-gt
FINAL JUDGMENT ORDER
AND NOW TllS 5th day ofDecember 2016 following ajury trial and return of
verdict JUDGMENT is hereby entered in this action in favor of Plaintiff Kevin P Coyne as
follows
a In the amount of $323391100 (the jury verdict amount of $505311100 less
stipulated set-off in the amount of$1819200 for monies paid or due to be paid
under various promissory notes) plus
b Attorneys fees in the amount of$1 51799640 (a portion of attorney fees
incurred for services rendered as ofJuly 29 2016) plus
c Prejudgment interest at the rate of7 per annum on the net verdict amount of
$3233911 to run from September II 2012 to the date of entry ofjudgment in
the amount of$95945246 plus
I
d Costs in the amount of $1815808
Because the defendant was allowed to use as an off-set to the jury verdict ofmonies
either paid or to be paid over time it is further ORDERED ADJUDGED and DECREED that
Defendants shall be liable for continued timely payments of amounts due under the following
promissory notes
a Promissory Note issued by EJC Legacy Inc in favor ofKevin P Coyne in the
principal amount of $96000000 dated June 212013
b Promissory Note issued by Interstate Service Stations Holdings Inc in favor of
Kevin P Coyne in the principal amount of $6840000 dated June 21 2013 and
c Promissory Note issued by Convenience Realty LP in favor of Kevin P Coyne
in the principal amount of$32100000 dated June 21 2013
The objections ofany party adversely affected by this Order are hereby preserved
The Clerk is directed to provide attested copies of this FINAL JUDGMENT ORDER to
all parties and counsel of record
ENTER
-A COPJrrre~~te
iamp~~i~lh~ shyIr-=~r_- ~CirCtlt Clerk - - shy
- ~ - OhioCoynevTri-StatePetroetalJudOrd
-2shy I
I
IN THE CIRCUIT COURT OF omo COUNTY WEST VIRGINIA
KEVIN P COYNE
Plaintiff
v Civil Action No 14-C-200 r- Larry V Starcher Specialr~ud~
TRI-STATEPETROLEUM CORP a West Virginia Corporation EJC LEGACY INC a West Virginia Corporation INTERSTATE SERVICE STATrONS HOLDINGS INC a West Virginia Corporation CONVENIENCE REALTY LP a West Virginia Limited Partnership COLLEEN C McGLINN EDWARD J COYNE 11 ERIN C MERRICK I bull
- and SHEILA C ROMANEK
Defendants
ORDER REGARDING POST-TRIAL MOTIONS
This action was tried to an Ohio County West Virginia jury beginning on June 212016
and concluding on July 7 2016 At the conclusion of the eleven day trial the jury returned a
verdict finding as follows
a) In favor of Plaintiff Kevin P Coyne and against Defendants Colleen C McGlinn Edward J Coyne II Erin C Merrick and Sheila C Romanek on Plaintiffs claims for Breach ofFiduciary Duty in the amount of $505311100
b) In favor ofPlaintiff Kevin P Coyne and against all Defendants on his claims for Breach of Contract in the amount of$50531l100 and
c) In favor ofDefendant Colleen C McGlinn on Plaintiffs claims against her for Fraud
u C i r r--
C
When the verdict was returned the Court recognized that the exact same figure was filled
in on the verdict for two of the three separate claims The Court was then suspicious that the
jury verdict might be misinterpreted Therefore on the record the Courfmade inquiry of the jury
as to whether the $505311100 was a single number that covered both claims or was it intended
that each claim should be awarded that amount The jury confirmed that is was a single award
that was afforded jointly to both the Breach of Fiduciary Claim and the Breach of Contract
Claim
Furthermore prior to the jury rendering its verdict the Court with consent ofcounsel
instructed the jury to render their verdict as a full award without regard to any claimed set-off
for amounts already paid by the Defendants to the Plaintiff with any such set-off to be
determined and deducted by the Court from any jury verdict Also the Parties stipulated to a
set-off amount of$181920000 as amounts paid or due to be paid in the future under three
particular s promissory notes executed by the Defendants)
The Court also reserved the right to determine pre-jUdgment interest on any verdict
returned by the jury
Thereafter the Plaintiff and the Defendants filed the following Post-Trial Motions
a) Defendants Motion to Mould Verdict
b) Defendants Joint Motion for Judgment as a Matter of Law or in the Alternative ANew Trial
c) Defendant Interstate Service Stations Holdings Incs Motion Under W VaR CP Rule 60(b) For Relief From Judgment
d) Plaintiffs Motion to Enter Judgment on Jury Verdict to include Attorneys Fees and Pre-judgment Interest and
e) Plaintiffs Motion to Award Plaintiffs Bill of Costs
I The Court intends that the term Defendants in this case is to include one or more of the several corporations owned by the Coyne family andlor one or more of the individual siblings (other than the Plaintiff sibling)
-2shy
A hearing was held on all the above-referenced Post-Trial Motions on August 252016
And upon consideration ofthe parties Motions and Briefs argwnent by counsel and certain
stipulations of the Parties the Court ORDERS as follows
1 Defendants Motion To Mould Verdict
Based on stipulation of the Parties as to the amount of a set-off for amounts paid or due
to be paid over time pursuant to various promissory notes this Motion to Mould the Verdict is
GRANTED and the Court ORDERS that the Judgment Order is to reflect that the jUly verdict of
$505311100 is to be reduced by the stipulated set-off of$181920000 and will be entered in
the amount of $323391100 By consent of the parties this net verdict amount assumes
continued timely remittance of all remaining sums due and owing under three notes that
constitute the basis for this stipulation The notes are as follows
a) Promissory Note issued by EJe Legacy Inc in favor of Kevin P Coyne in the principal amount of $96000000 dated June 212013
b) Promissory Note issued by Interstate Service Stations Holdings Inc in favor of Kevin P Coyne in the principal amount of $6840000 dated June 212013 and
c) Promissory Note issued by Convenience Realty LP in favor of Kevin P Coyne in the principal amount of$32100000 dated June 21 2013
2 Defendants Joint Motion for Judgment as a Matter of Law or in the Alternative for a New Trial
The collective Defendants Motion for Judgment as a Matter of Law or in the
Alternative for a New Trial is DENIED The Court is ofthe opinion that there was only one
way that the facts of this case could be tried before ajury That is to consider all of the multiple
businesses of the Coyne family as a single business and that all of the five siblings contributed
some more and some less to that family business This is exhibited to some extent by noting
that the proposed buy-out of the Plaintiff s interests in the family business was and is being
-3shy
paid based on promissory notes from three separate companies There was sufficient evidence
submitted to the jury for ajury to believe that four ofthe five siblings collectively cooperated to
squeeze a single sibling (plaintiff) out ofthe family business
3 Defendant Interstate Service Stations Holdings Incos Motion Under W VaRCP Rule 60(b) For Relief From Judgment
For the reasons stated above in No2 the ~ourt DENIES this Motion Interstate
Service Stations Holdings Inc is simply one of several companies that comprise the Coyne
family business
4 Plaintiffs Motion For Entry Of Judgment On The Jurv Verdict To Include Attorneys Fees And Prejudgment Interest
A Attorney Fees
Upon consideration of the evidence and for the reasons stated at the August 25 2016
hearing the Court finds that the Defendants engaged in vexatious and oppressive conduct
sufficient to warrant an award of Plaintiffs reasonable attorneys fees in this action The
evidence at trial described considerable acts that could be considered to be vexatious and
oppressive conduct by Defendants in squeezing their brother out of the family business
The Court cites an article authored by Defense Counsel Jeffrey P Ward Esq titled
Minority Shareholder Rights In Pennsylvania And Florida A Tale OTwo Very Different Viewi
which cites a string of different conduct that may be considered as oppressive in shareholder
rights cases His list includes refusing to provide infonnation to minority shareholders unjustly
tenninating employment (or threatening) attempting to buyout a minority shareholder at a
depressed price unequal bonuses using company money to fight a minority shareholders
2At trial the Court sustained the Defendants objection to allowing this January 28 20 IS article authored by Defendants lead counsel to be admitted into evidence by Plaintiffs counsel But the Court sees no reason that it is prohibited from taking notice of it in post-trial proceedings The Court admittedly does not recognize it as a published article but does recognize it as a learned article that bears on some of the issues in this case A copy ofthe article is attached to this Order
-4shy
attempt to attain or exercise hislher company rights usurping corporate opportunities etc
There was evidence in this case to support many of the examples ofoppressive conduct on the
authors list Therefore the Plaintiff is entitled to have Defendants to pay at least part of
Plaintiffs attorney fees
Plaintiff presented evidence that his attorneys fees and costs in connection with this
action were $193381166 as ofJuly 29 2016 Considering the complexity ofthis case the
element ofexpertise in a variety of business issues required of counsel and in part that Plaintiff
prevailed on two of his three claims and failed on the third the Court exercises its discretion and
finds that an award of 80 of the amount sought by Plaintiff as of July 29 2016 is reasonable
given the nature of this action experience of counsel and the jury award obtained Therefore
subtracting the total amount of the Bill of Costs (to be addressed infra) and applying 80 to the
attorneys fees submitted by Plaintiffresults in a total fee award for attorney fees as of July 29
2016 to be $151799640 Attorneys fees for services rendered after July 29 2016 may be
subject to supplemental fee petitions The judgment order entered in this action will reflect the
foregoing fee award It is therefore ORDERED that the sum 0[$151799640 will be included
in the Judgment Order ofthls case for Plaintiffs attorney fees
B Prejudgment Interest
The Court finds that the legal basis for this action is primarily tortious in nature
Therefore the net amount of the jury verdict in this action $323391100 is subject to
prejudgment interest from September 112012 the date the Defendants acted to redeem
Plaintiffs shares through the approximate date of entry of the judgment The Court further
finds that the appropriate interest r~te applicable to calculate prejudgment interest is the statutory
minimum rate of 7 per annum which results in interest accumulated for the Plaintiff as of
-5shy
December 5 2016 to be $95945246 It is therefore ORDERED that the Judgment Order
entered in this action shall include $95945246 as an award for prejudgment interest from
September 112012 until the approximate date judgment is entered in this case
5 Plaintiffs Bill of Costs
Upon consideration of the Bill of Costs submitted by Plaintiff pursuant W VaRCP Rule
S4(d) in the amount of$36316l6 and Defendants objections to the same the Court exercising
the Courts discretion hereby awards 50 of such costs - totaling $1815808 Said amount is
ORDERED to be included in the Judgment Order ofthis case
6 Judgment Order - A separate Final Judgment Order will be entered herewith in
conformance with the foregoing findings of fact and conclusions of law
Ohio CoynevTri-StatePetroetalPstTrMotOrd
- 6shy
3 Plaintiffs Second Motion to Compel is GRANTED
4 Defendants Motion to Quash Subpoenas Directed to Dale Greco is DENIED
Counsel for the parties are to determine a mutually-acceptable date and location for the
deposition of Mr Greco
S Defendants Motion to Exclude Plaintiffs Expert Witness Jane Campbell
Moriarty Esquire has been WITHDRAWN and thus is DENIED AS MOOT
6 Defendants Motion to Compel Production of Documents relating to GCampP
Development and Personal Financial Information is GRANTED IN PART and DENIED IN
PART Plaintiff is directed to produce responsive documents for the 5 year period beginning in
2010
7 Plaintiffs Motion to Quash the Subpoena Directed to Doug Grayson is DENIED
Counsel for the parties are to determine a mutually-acceptable date and location for the
deposition of Mr Grayson
8 Defendants Motion to Compel the production of all communications between
Plaintiff and Mary Grassl is GRANTED IN PART and DENIED IN PART The Court finds that
Defendants demand for the production of all communications between Plaintiff and Ms Grassl
t9- be overly broad and not reasonably calculated to lead to the discovery of admissIble evidence
in this action but directs Plaintiffs counsel to re-examine such communications and to produce
any and all additional documents that relate to the claims and defenses asserted in this action or
relating to any Defendant in this action
9 Defendants Motion for Protective Order relating to the Subpoenas Directed to
Gregory Miller Esquire and Buchanan Ingersoll is DENIED Defendants have agreed to permit
discovery into Mr Millers involvement related to Kevin Coyne during the period 2003 through
2007 without waiving any privilege that may be asserted for any legal representation that
occurred after 2007 Defendants have not waived the privilege over and objected to the
production of any documents related to employees other than Kevin Coyne It is ordered that
documents related to certain employees identified by Plaintiffs counsel in an April 28 2016
email with Greg Miller shall be produced which includes all docwnents related to the lawsuit
and settlement with Nancy Weatherson The parties shall determine a mutually-acceptable date
3l1d location for the deposition of Mr Miller
10 Plaintiffs Third Motion to Compel and for Sanctions is GRANTED IN PART
insofar as (1) the Defendants have agreed to permit discovery into Mr Millers involvement
during the period 2003 through 2007 without waiving any privilege that may be asserted for any
legal representation that occurred after 2007 (2) Defendants shall produce unredacted copies of
documents previously produced by KampL Gates and (3) Plaintiff is permitted to seek discovery
relating to Mr Millers representation (as set forth above) beyond the current April 21 2016
discovery deadline The determination as to whether to award monetary sanctions if any is
deferred until a later date
Schedule for Summary Judgment Motions
The fDllowing schedule is hereby adopted with respectto the filing ofall summary
judgment motions in this action
May 2 2016 - Deadline for Filing Summary Judgment Motions Defendants request for
relief from the page limitation set forth in West Virginia Trial Court Rule 2201 is hereby
GRANTED The parties shall have up to 50 pages for their summary judgment briefs
May 162016 - Deadline for Filing Responses to Summary Judgment Motions
May 20 2016 - Deadline for Filing Replies in Support of Summary Judgment Motions
-3shy
__
May 232016 - Hearing on Summary Judgment Motions starting at 1000 am at a
location to be detennined by the Court
The Clerk is hereby ORDERED to send a certified copy of thismiddot Order to the following
parties
David B Fawcett Esquire Traci S Rea Esquire Christopher R Brennan) Esquire Reed Smith LLP Reed Smith Centre 225 Fifth Avenue Pittsburgh P A 15222
w Howard Klatt Esq Klatt Law Office 1600 National Road Vheeling VV 26003
ENTERED this the IJ day of
r fA ~At~-1t~Itn 1111 ori t ---
Jeffrey P Ward Esquire Kelly K Iverson) Esquire Cohen amp Grigsby PC 625 Liberty Avenue Pittsburgh PA 15222-3152
James 1 Selliti Esquire Sellitti Nogay amp McCune Suite 7) Professional PJaza 3125 Pennsylvania Avenue Wellton) VVV 26063
Sarah Elaine Diedrich Esquire Littler Mendelson PC EQTPlaza 625 Liberty A venue 26th Floor Pittsburgh P A 15222
In11 2016
poundI ~A ~ UJ~ r~ if ~AA-
Hon Larry iff Starcher
A copy Teste
~i-~ Circuit Clerk
-4shy
XJJNITY Connect
XFINITY Connect larrystarchercomcastne
Font Size
Coyne v Tri-State Pelroleum Corp et ai Civil Action No 14-C-200 PROPOSED ORDER from April 18 2016 argument
From Klversoncohenlawcom Tue May 10 20161128Atgt
Subject Coyne v Tri-State petroleum Corp et ai Civil Action No 14-C-200 PROPOSED ORDER 1 attachmenl
from April 18 2016 argument
To larrystarchercQmcastnet
Cc ecIiedrlchilttlercom sfreelawaolcom whkklattlawcom treareedsmlthcom JWardcohenlawcom dfawcettreedsmithcom
Your Honor
Thank you for making time for a call last week to clarify your holdings from the April 18 2016 argument The parties have come to an agreement on a proposed Order for your review which is attached in Word format
r-Very Truly Yours
Kelly -c J
- ) - ~
_
bull 0 bullKelly K Iverson
~ _I Cohen amp Grigsby Pe 625 Liberty Avenue Pittsburgh PA 15222-3152 Direct Phone 412-297-4838 Fax 412-209-0672 kiversoncohenlawcom
NOTICE This email and any documents files or other data attached to the email may contain information that is privileged or conndential If you are not the intended recipient of this email you are hereby notified that any reading use copying disclosure dissemination or distribution of this email and its attachments is STRICTIYPROHIBITED If you received this email In error please Immediately notify the sender by replying to the email orbycaliingCohenampGrlgsbyPCat (800)-394-4904 and ~n[l to speak with the sender Also please immediately delete this email and all of Its attachments without saving the email in any manner Thankmiddotyou
rl 2269760 200CX ~ 44 KB -
From David B Fawcett ltDFawcettReedSmithcomgt Wed May 04 20161141 Al
Subject RE 2016-05-04 D Fawcett letter to Justlce Starcher re_ 2_00 pm callPDF2015-0+28 Fawcett Email toG MillerPDF2016-o5-02 P Russ letter to J WardPDF
To larrystarchercomcastnet
Cc JWardOOhenlawcom KIversoncohenlawcom ltKIversoncohenlawcomgt sfreelawaolcom ltsfreelawaocomgt edledrlchlittlercom ltedledrtchlittlercomgt whkklattlawcom Trad S Rea ltTReaReedSmithcomgt Debbie ESteinmeyer ltDStelnmeyerReedSmlthcomgt Aleksandra V WIlliams (Sasha) ltAVWilliamsReedSmithcomgt
Justice Starcher and counsel
shy
IN THE CIRCUIT COURT OF OIDO COUNTY WEST VIRGTh1A
KEVIN P COYNE
Plaintiff
v Civil Action No 14-C-200 Larry V Starcher Special Judge
TRI-STATE PETROLEUM CORP a West Virginia Corporation EJC LEGACY INC a
) r=lWest Virginia Corporation INTERSTATE EnSERVICE STATIONS HOLDINGS INC a Ul 0 ()r t 11West Virginia Corporation CONVENIENCE rn ~ -0cJ 0Z C)
REALTY LP a West Virginia Limited cmiddot ~ 5
-J 0Partnership COLLEEN C MCGLINN -l r- Cgt C)EDWARD J COYNE II ERIN C MERRICK n 0 cor ~= ~and SHEILA C ROMANEK 3 =-I- -
I D -lt -l
Defendants ~ t-gt
FINAL JUDGMENT ORDER
AND NOW TllS 5th day ofDecember 2016 following ajury trial and return of
verdict JUDGMENT is hereby entered in this action in favor of Plaintiff Kevin P Coyne as
follows
a In the amount of $323391100 (the jury verdict amount of $505311100 less
stipulated set-off in the amount of$1819200 for monies paid or due to be paid
under various promissory notes) plus
b Attorneys fees in the amount of$1 51799640 (a portion of attorney fees
incurred for services rendered as ofJuly 29 2016) plus
c Prejudgment interest at the rate of7 per annum on the net verdict amount of
$3233911 to run from September II 2012 to the date of entry ofjudgment in
the amount of$95945246 plus
I
d Costs in the amount of $1815808
Because the defendant was allowed to use as an off-set to the jury verdict ofmonies
either paid or to be paid over time it is further ORDERED ADJUDGED and DECREED that
Defendants shall be liable for continued timely payments of amounts due under the following
promissory notes
a Promissory Note issued by EJC Legacy Inc in favor ofKevin P Coyne in the
principal amount of $96000000 dated June 212013
b Promissory Note issued by Interstate Service Stations Holdings Inc in favor of
Kevin P Coyne in the principal amount of $6840000 dated June 21 2013 and
c Promissory Note issued by Convenience Realty LP in favor of Kevin P Coyne
in the principal amount of$32100000 dated June 21 2013
The objections ofany party adversely affected by this Order are hereby preserved
The Clerk is directed to provide attested copies of this FINAL JUDGMENT ORDER to
all parties and counsel of record
ENTER
-A COPJrrre~~te
iamp~~i~lh~ shyIr-=~r_- ~CirCtlt Clerk - - shy
- ~ - OhioCoynevTri-StatePetroetalJudOrd
-2shy I
I
IN THE CIRCUIT COURT OF omo COUNTY WEST VIRGINIA
KEVIN P COYNE
Plaintiff
v Civil Action No 14-C-200 r- Larry V Starcher Specialr~ud~
TRI-STATEPETROLEUM CORP a West Virginia Corporation EJC LEGACY INC a West Virginia Corporation INTERSTATE SERVICE STATrONS HOLDINGS INC a West Virginia Corporation CONVENIENCE REALTY LP a West Virginia Limited Partnership COLLEEN C McGLINN EDWARD J COYNE 11 ERIN C MERRICK I bull
- and SHEILA C ROMANEK
Defendants
ORDER REGARDING POST-TRIAL MOTIONS
This action was tried to an Ohio County West Virginia jury beginning on June 212016
and concluding on July 7 2016 At the conclusion of the eleven day trial the jury returned a
verdict finding as follows
a) In favor of Plaintiff Kevin P Coyne and against Defendants Colleen C McGlinn Edward J Coyne II Erin C Merrick and Sheila C Romanek on Plaintiffs claims for Breach ofFiduciary Duty in the amount of $505311100
b) In favor ofPlaintiff Kevin P Coyne and against all Defendants on his claims for Breach of Contract in the amount of$50531l100 and
c) In favor ofDefendant Colleen C McGlinn on Plaintiffs claims against her for Fraud
u C i r r--
C
When the verdict was returned the Court recognized that the exact same figure was filled
in on the verdict for two of the three separate claims The Court was then suspicious that the
jury verdict might be misinterpreted Therefore on the record the Courfmade inquiry of the jury
as to whether the $505311100 was a single number that covered both claims or was it intended
that each claim should be awarded that amount The jury confirmed that is was a single award
that was afforded jointly to both the Breach of Fiduciary Claim and the Breach of Contract
Claim
Furthermore prior to the jury rendering its verdict the Court with consent ofcounsel
instructed the jury to render their verdict as a full award without regard to any claimed set-off
for amounts already paid by the Defendants to the Plaintiff with any such set-off to be
determined and deducted by the Court from any jury verdict Also the Parties stipulated to a
set-off amount of$181920000 as amounts paid or due to be paid in the future under three
particular s promissory notes executed by the Defendants)
The Court also reserved the right to determine pre-jUdgment interest on any verdict
returned by the jury
Thereafter the Plaintiff and the Defendants filed the following Post-Trial Motions
a) Defendants Motion to Mould Verdict
b) Defendants Joint Motion for Judgment as a Matter of Law or in the Alternative ANew Trial
c) Defendant Interstate Service Stations Holdings Incs Motion Under W VaR CP Rule 60(b) For Relief From Judgment
d) Plaintiffs Motion to Enter Judgment on Jury Verdict to include Attorneys Fees and Pre-judgment Interest and
e) Plaintiffs Motion to Award Plaintiffs Bill of Costs
I The Court intends that the term Defendants in this case is to include one or more of the several corporations owned by the Coyne family andlor one or more of the individual siblings (other than the Plaintiff sibling)
-2shy
A hearing was held on all the above-referenced Post-Trial Motions on August 252016
And upon consideration ofthe parties Motions and Briefs argwnent by counsel and certain
stipulations of the Parties the Court ORDERS as follows
1 Defendants Motion To Mould Verdict
Based on stipulation of the Parties as to the amount of a set-off for amounts paid or due
to be paid over time pursuant to various promissory notes this Motion to Mould the Verdict is
GRANTED and the Court ORDERS that the Judgment Order is to reflect that the jUly verdict of
$505311100 is to be reduced by the stipulated set-off of$181920000 and will be entered in
the amount of $323391100 By consent of the parties this net verdict amount assumes
continued timely remittance of all remaining sums due and owing under three notes that
constitute the basis for this stipulation The notes are as follows
a) Promissory Note issued by EJe Legacy Inc in favor of Kevin P Coyne in the principal amount of $96000000 dated June 212013
b) Promissory Note issued by Interstate Service Stations Holdings Inc in favor of Kevin P Coyne in the principal amount of $6840000 dated June 212013 and
c) Promissory Note issued by Convenience Realty LP in favor of Kevin P Coyne in the principal amount of$32100000 dated June 21 2013
2 Defendants Joint Motion for Judgment as a Matter of Law or in the Alternative for a New Trial
The collective Defendants Motion for Judgment as a Matter of Law or in the
Alternative for a New Trial is DENIED The Court is ofthe opinion that there was only one
way that the facts of this case could be tried before ajury That is to consider all of the multiple
businesses of the Coyne family as a single business and that all of the five siblings contributed
some more and some less to that family business This is exhibited to some extent by noting
that the proposed buy-out of the Plaintiff s interests in the family business was and is being
-3shy
paid based on promissory notes from three separate companies There was sufficient evidence
submitted to the jury for ajury to believe that four ofthe five siblings collectively cooperated to
squeeze a single sibling (plaintiff) out ofthe family business
3 Defendant Interstate Service Stations Holdings Incos Motion Under W VaRCP Rule 60(b) For Relief From Judgment
For the reasons stated above in No2 the ~ourt DENIES this Motion Interstate
Service Stations Holdings Inc is simply one of several companies that comprise the Coyne
family business
4 Plaintiffs Motion For Entry Of Judgment On The Jurv Verdict To Include Attorneys Fees And Prejudgment Interest
A Attorney Fees
Upon consideration of the evidence and for the reasons stated at the August 25 2016
hearing the Court finds that the Defendants engaged in vexatious and oppressive conduct
sufficient to warrant an award of Plaintiffs reasonable attorneys fees in this action The
evidence at trial described considerable acts that could be considered to be vexatious and
oppressive conduct by Defendants in squeezing their brother out of the family business
The Court cites an article authored by Defense Counsel Jeffrey P Ward Esq titled
Minority Shareholder Rights In Pennsylvania And Florida A Tale OTwo Very Different Viewi
which cites a string of different conduct that may be considered as oppressive in shareholder
rights cases His list includes refusing to provide infonnation to minority shareholders unjustly
tenninating employment (or threatening) attempting to buyout a minority shareholder at a
depressed price unequal bonuses using company money to fight a minority shareholders
2At trial the Court sustained the Defendants objection to allowing this January 28 20 IS article authored by Defendants lead counsel to be admitted into evidence by Plaintiffs counsel But the Court sees no reason that it is prohibited from taking notice of it in post-trial proceedings The Court admittedly does not recognize it as a published article but does recognize it as a learned article that bears on some of the issues in this case A copy ofthe article is attached to this Order
-4shy
attempt to attain or exercise hislher company rights usurping corporate opportunities etc
There was evidence in this case to support many of the examples ofoppressive conduct on the
authors list Therefore the Plaintiff is entitled to have Defendants to pay at least part of
Plaintiffs attorney fees
Plaintiff presented evidence that his attorneys fees and costs in connection with this
action were $193381166 as ofJuly 29 2016 Considering the complexity ofthis case the
element ofexpertise in a variety of business issues required of counsel and in part that Plaintiff
prevailed on two of his three claims and failed on the third the Court exercises its discretion and
finds that an award of 80 of the amount sought by Plaintiff as of July 29 2016 is reasonable
given the nature of this action experience of counsel and the jury award obtained Therefore
subtracting the total amount of the Bill of Costs (to be addressed infra) and applying 80 to the
attorneys fees submitted by Plaintiffresults in a total fee award for attorney fees as of July 29
2016 to be $151799640 Attorneys fees for services rendered after July 29 2016 may be
subject to supplemental fee petitions The judgment order entered in this action will reflect the
foregoing fee award It is therefore ORDERED that the sum 0[$151799640 will be included
in the Judgment Order ofthls case for Plaintiffs attorney fees
B Prejudgment Interest
The Court finds that the legal basis for this action is primarily tortious in nature
Therefore the net amount of the jury verdict in this action $323391100 is subject to
prejudgment interest from September 112012 the date the Defendants acted to redeem
Plaintiffs shares through the approximate date of entry of the judgment The Court further
finds that the appropriate interest r~te applicable to calculate prejudgment interest is the statutory
minimum rate of 7 per annum which results in interest accumulated for the Plaintiff as of
-5shy
December 5 2016 to be $95945246 It is therefore ORDERED that the Judgment Order
entered in this action shall include $95945246 as an award for prejudgment interest from
September 112012 until the approximate date judgment is entered in this case
5 Plaintiffs Bill of Costs
Upon consideration of the Bill of Costs submitted by Plaintiff pursuant W VaRCP Rule
S4(d) in the amount of$36316l6 and Defendants objections to the same the Court exercising
the Courts discretion hereby awards 50 of such costs - totaling $1815808 Said amount is
ORDERED to be included in the Judgment Order ofthis case
6 Judgment Order - A separate Final Judgment Order will be entered herewith in
conformance with the foregoing findings of fact and conclusions of law
Ohio CoynevTri-StatePetroetalPstTrMotOrd
- 6shy
2007 without waiving any privilege that may be asserted for any legal representation that
occurred after 2007 Defendants have not waived the privilege over and objected to the
production of any documents related to employees other than Kevin Coyne It is ordered that
documents related to certain employees identified by Plaintiffs counsel in an April 28 2016
email with Greg Miller shall be produced which includes all docwnents related to the lawsuit
and settlement with Nancy Weatherson The parties shall determine a mutually-acceptable date
3l1d location for the deposition of Mr Miller
10 Plaintiffs Third Motion to Compel and for Sanctions is GRANTED IN PART
insofar as (1) the Defendants have agreed to permit discovery into Mr Millers involvement
during the period 2003 through 2007 without waiving any privilege that may be asserted for any
legal representation that occurred after 2007 (2) Defendants shall produce unredacted copies of
documents previously produced by KampL Gates and (3) Plaintiff is permitted to seek discovery
relating to Mr Millers representation (as set forth above) beyond the current April 21 2016
discovery deadline The determination as to whether to award monetary sanctions if any is
deferred until a later date
Schedule for Summary Judgment Motions
The fDllowing schedule is hereby adopted with respectto the filing ofall summary
judgment motions in this action
May 2 2016 - Deadline for Filing Summary Judgment Motions Defendants request for
relief from the page limitation set forth in West Virginia Trial Court Rule 2201 is hereby
GRANTED The parties shall have up to 50 pages for their summary judgment briefs
May 162016 - Deadline for Filing Responses to Summary Judgment Motions
May 20 2016 - Deadline for Filing Replies in Support of Summary Judgment Motions
-3shy
__
May 232016 - Hearing on Summary Judgment Motions starting at 1000 am at a
location to be detennined by the Court
The Clerk is hereby ORDERED to send a certified copy of thismiddot Order to the following
parties
David B Fawcett Esquire Traci S Rea Esquire Christopher R Brennan) Esquire Reed Smith LLP Reed Smith Centre 225 Fifth Avenue Pittsburgh P A 15222
w Howard Klatt Esq Klatt Law Office 1600 National Road Vheeling VV 26003
ENTERED this the IJ day of
r fA ~At~-1t~Itn 1111 ori t ---
Jeffrey P Ward Esquire Kelly K Iverson) Esquire Cohen amp Grigsby PC 625 Liberty Avenue Pittsburgh PA 15222-3152
James 1 Selliti Esquire Sellitti Nogay amp McCune Suite 7) Professional PJaza 3125 Pennsylvania Avenue Wellton) VVV 26063
Sarah Elaine Diedrich Esquire Littler Mendelson PC EQTPlaza 625 Liberty A venue 26th Floor Pittsburgh P A 15222
In11 2016
poundI ~A ~ UJ~ r~ if ~AA-
Hon Larry iff Starcher
A copy Teste
~i-~ Circuit Clerk
-4shy
XJJNITY Connect
XFINITY Connect larrystarchercomcastne
Font Size
Coyne v Tri-State Pelroleum Corp et ai Civil Action No 14-C-200 PROPOSED ORDER from April 18 2016 argument
From Klversoncohenlawcom Tue May 10 20161128Atgt
Subject Coyne v Tri-State petroleum Corp et ai Civil Action No 14-C-200 PROPOSED ORDER 1 attachmenl
from April 18 2016 argument
To larrystarchercQmcastnet
Cc ecIiedrlchilttlercom sfreelawaolcom whkklattlawcom treareedsmlthcom JWardcohenlawcom dfawcettreedsmithcom
Your Honor
Thank you for making time for a call last week to clarify your holdings from the April 18 2016 argument The parties have come to an agreement on a proposed Order for your review which is attached in Word format
r-Very Truly Yours
Kelly -c J
- ) - ~
_
bull 0 bullKelly K Iverson
~ _I Cohen amp Grigsby Pe 625 Liberty Avenue Pittsburgh PA 15222-3152 Direct Phone 412-297-4838 Fax 412-209-0672 kiversoncohenlawcom
NOTICE This email and any documents files or other data attached to the email may contain information that is privileged or conndential If you are not the intended recipient of this email you are hereby notified that any reading use copying disclosure dissemination or distribution of this email and its attachments is STRICTIYPROHIBITED If you received this email In error please Immediately notify the sender by replying to the email orbycaliingCohenampGrlgsbyPCat (800)-394-4904 and ~n[l to speak with the sender Also please immediately delete this email and all of Its attachments without saving the email in any manner Thankmiddotyou
rl 2269760 200CX ~ 44 KB -
From David B Fawcett ltDFawcettReedSmithcomgt Wed May 04 20161141 Al
Subject RE 2016-05-04 D Fawcett letter to Justlce Starcher re_ 2_00 pm callPDF2015-0+28 Fawcett Email toG MillerPDF2016-o5-02 P Russ letter to J WardPDF
To larrystarchercomcastnet
Cc JWardOOhenlawcom KIversoncohenlawcom ltKIversoncohenlawcomgt sfreelawaolcom ltsfreelawaocomgt edledrlchlittlercom ltedledrtchlittlercomgt whkklattlawcom Trad S Rea ltTReaReedSmithcomgt Debbie ESteinmeyer ltDStelnmeyerReedSmlthcomgt Aleksandra V WIlliams (Sasha) ltAVWilliamsReedSmithcomgt
Justice Starcher and counsel
shy
IN THE CIRCUIT COURT OF OIDO COUNTY WEST VIRGTh1A
KEVIN P COYNE
Plaintiff
v Civil Action No 14-C-200 Larry V Starcher Special Judge
TRI-STATE PETROLEUM CORP a West Virginia Corporation EJC LEGACY INC a
) r=lWest Virginia Corporation INTERSTATE EnSERVICE STATIONS HOLDINGS INC a Ul 0 ()r t 11West Virginia Corporation CONVENIENCE rn ~ -0cJ 0Z C)
REALTY LP a West Virginia Limited cmiddot ~ 5
-J 0Partnership COLLEEN C MCGLINN -l r- Cgt C)EDWARD J COYNE II ERIN C MERRICK n 0 cor ~= ~and SHEILA C ROMANEK 3 =-I- -
I D -lt -l
Defendants ~ t-gt
FINAL JUDGMENT ORDER
AND NOW TllS 5th day ofDecember 2016 following ajury trial and return of
verdict JUDGMENT is hereby entered in this action in favor of Plaintiff Kevin P Coyne as
follows
a In the amount of $323391100 (the jury verdict amount of $505311100 less
stipulated set-off in the amount of$1819200 for monies paid or due to be paid
under various promissory notes) plus
b Attorneys fees in the amount of$1 51799640 (a portion of attorney fees
incurred for services rendered as ofJuly 29 2016) plus
c Prejudgment interest at the rate of7 per annum on the net verdict amount of
$3233911 to run from September II 2012 to the date of entry ofjudgment in
the amount of$95945246 plus
I
d Costs in the amount of $1815808
Because the defendant was allowed to use as an off-set to the jury verdict ofmonies
either paid or to be paid over time it is further ORDERED ADJUDGED and DECREED that
Defendants shall be liable for continued timely payments of amounts due under the following
promissory notes
a Promissory Note issued by EJC Legacy Inc in favor ofKevin P Coyne in the
principal amount of $96000000 dated June 212013
b Promissory Note issued by Interstate Service Stations Holdings Inc in favor of
Kevin P Coyne in the principal amount of $6840000 dated June 21 2013 and
c Promissory Note issued by Convenience Realty LP in favor of Kevin P Coyne
in the principal amount of$32100000 dated June 21 2013
The objections ofany party adversely affected by this Order are hereby preserved
The Clerk is directed to provide attested copies of this FINAL JUDGMENT ORDER to
all parties and counsel of record
ENTER
-A COPJrrre~~te
iamp~~i~lh~ shyIr-=~r_- ~CirCtlt Clerk - - shy
- ~ - OhioCoynevTri-StatePetroetalJudOrd
-2shy I
I
IN THE CIRCUIT COURT OF omo COUNTY WEST VIRGINIA
KEVIN P COYNE
Plaintiff
v Civil Action No 14-C-200 r- Larry V Starcher Specialr~ud~
TRI-STATEPETROLEUM CORP a West Virginia Corporation EJC LEGACY INC a West Virginia Corporation INTERSTATE SERVICE STATrONS HOLDINGS INC a West Virginia Corporation CONVENIENCE REALTY LP a West Virginia Limited Partnership COLLEEN C McGLINN EDWARD J COYNE 11 ERIN C MERRICK I bull
- and SHEILA C ROMANEK
Defendants
ORDER REGARDING POST-TRIAL MOTIONS
This action was tried to an Ohio County West Virginia jury beginning on June 212016
and concluding on July 7 2016 At the conclusion of the eleven day trial the jury returned a
verdict finding as follows
a) In favor of Plaintiff Kevin P Coyne and against Defendants Colleen C McGlinn Edward J Coyne II Erin C Merrick and Sheila C Romanek on Plaintiffs claims for Breach ofFiduciary Duty in the amount of $505311100
b) In favor ofPlaintiff Kevin P Coyne and against all Defendants on his claims for Breach of Contract in the amount of$50531l100 and
c) In favor ofDefendant Colleen C McGlinn on Plaintiffs claims against her for Fraud
u C i r r--
C
When the verdict was returned the Court recognized that the exact same figure was filled
in on the verdict for two of the three separate claims The Court was then suspicious that the
jury verdict might be misinterpreted Therefore on the record the Courfmade inquiry of the jury
as to whether the $505311100 was a single number that covered both claims or was it intended
that each claim should be awarded that amount The jury confirmed that is was a single award
that was afforded jointly to both the Breach of Fiduciary Claim and the Breach of Contract
Claim
Furthermore prior to the jury rendering its verdict the Court with consent ofcounsel
instructed the jury to render their verdict as a full award without regard to any claimed set-off
for amounts already paid by the Defendants to the Plaintiff with any such set-off to be
determined and deducted by the Court from any jury verdict Also the Parties stipulated to a
set-off amount of$181920000 as amounts paid or due to be paid in the future under three
particular s promissory notes executed by the Defendants)
The Court also reserved the right to determine pre-jUdgment interest on any verdict
returned by the jury
Thereafter the Plaintiff and the Defendants filed the following Post-Trial Motions
a) Defendants Motion to Mould Verdict
b) Defendants Joint Motion for Judgment as a Matter of Law or in the Alternative ANew Trial
c) Defendant Interstate Service Stations Holdings Incs Motion Under W VaR CP Rule 60(b) For Relief From Judgment
d) Plaintiffs Motion to Enter Judgment on Jury Verdict to include Attorneys Fees and Pre-judgment Interest and
e) Plaintiffs Motion to Award Plaintiffs Bill of Costs
I The Court intends that the term Defendants in this case is to include one or more of the several corporations owned by the Coyne family andlor one or more of the individual siblings (other than the Plaintiff sibling)
-2shy
A hearing was held on all the above-referenced Post-Trial Motions on August 252016
And upon consideration ofthe parties Motions and Briefs argwnent by counsel and certain
stipulations of the Parties the Court ORDERS as follows
1 Defendants Motion To Mould Verdict
Based on stipulation of the Parties as to the amount of a set-off for amounts paid or due
to be paid over time pursuant to various promissory notes this Motion to Mould the Verdict is
GRANTED and the Court ORDERS that the Judgment Order is to reflect that the jUly verdict of
$505311100 is to be reduced by the stipulated set-off of$181920000 and will be entered in
the amount of $323391100 By consent of the parties this net verdict amount assumes
continued timely remittance of all remaining sums due and owing under three notes that
constitute the basis for this stipulation The notes are as follows
a) Promissory Note issued by EJe Legacy Inc in favor of Kevin P Coyne in the principal amount of $96000000 dated June 212013
b) Promissory Note issued by Interstate Service Stations Holdings Inc in favor of Kevin P Coyne in the principal amount of $6840000 dated June 212013 and
c) Promissory Note issued by Convenience Realty LP in favor of Kevin P Coyne in the principal amount of$32100000 dated June 21 2013
2 Defendants Joint Motion for Judgment as a Matter of Law or in the Alternative for a New Trial
The collective Defendants Motion for Judgment as a Matter of Law or in the
Alternative for a New Trial is DENIED The Court is ofthe opinion that there was only one
way that the facts of this case could be tried before ajury That is to consider all of the multiple
businesses of the Coyne family as a single business and that all of the five siblings contributed
some more and some less to that family business This is exhibited to some extent by noting
that the proposed buy-out of the Plaintiff s interests in the family business was and is being
-3shy
paid based on promissory notes from three separate companies There was sufficient evidence
submitted to the jury for ajury to believe that four ofthe five siblings collectively cooperated to
squeeze a single sibling (plaintiff) out ofthe family business
3 Defendant Interstate Service Stations Holdings Incos Motion Under W VaRCP Rule 60(b) For Relief From Judgment
For the reasons stated above in No2 the ~ourt DENIES this Motion Interstate
Service Stations Holdings Inc is simply one of several companies that comprise the Coyne
family business
4 Plaintiffs Motion For Entry Of Judgment On The Jurv Verdict To Include Attorneys Fees And Prejudgment Interest
A Attorney Fees
Upon consideration of the evidence and for the reasons stated at the August 25 2016
hearing the Court finds that the Defendants engaged in vexatious and oppressive conduct
sufficient to warrant an award of Plaintiffs reasonable attorneys fees in this action The
evidence at trial described considerable acts that could be considered to be vexatious and
oppressive conduct by Defendants in squeezing their brother out of the family business
The Court cites an article authored by Defense Counsel Jeffrey P Ward Esq titled
Minority Shareholder Rights In Pennsylvania And Florida A Tale OTwo Very Different Viewi
which cites a string of different conduct that may be considered as oppressive in shareholder
rights cases His list includes refusing to provide infonnation to minority shareholders unjustly
tenninating employment (or threatening) attempting to buyout a minority shareholder at a
depressed price unequal bonuses using company money to fight a minority shareholders
2At trial the Court sustained the Defendants objection to allowing this January 28 20 IS article authored by Defendants lead counsel to be admitted into evidence by Plaintiffs counsel But the Court sees no reason that it is prohibited from taking notice of it in post-trial proceedings The Court admittedly does not recognize it as a published article but does recognize it as a learned article that bears on some of the issues in this case A copy ofthe article is attached to this Order
-4shy
attempt to attain or exercise hislher company rights usurping corporate opportunities etc
There was evidence in this case to support many of the examples ofoppressive conduct on the
authors list Therefore the Plaintiff is entitled to have Defendants to pay at least part of
Plaintiffs attorney fees
Plaintiff presented evidence that his attorneys fees and costs in connection with this
action were $193381166 as ofJuly 29 2016 Considering the complexity ofthis case the
element ofexpertise in a variety of business issues required of counsel and in part that Plaintiff
prevailed on two of his three claims and failed on the third the Court exercises its discretion and
finds that an award of 80 of the amount sought by Plaintiff as of July 29 2016 is reasonable
given the nature of this action experience of counsel and the jury award obtained Therefore
subtracting the total amount of the Bill of Costs (to be addressed infra) and applying 80 to the
attorneys fees submitted by Plaintiffresults in a total fee award for attorney fees as of July 29
2016 to be $151799640 Attorneys fees for services rendered after July 29 2016 may be
subject to supplemental fee petitions The judgment order entered in this action will reflect the
foregoing fee award It is therefore ORDERED that the sum 0[$151799640 will be included
in the Judgment Order ofthls case for Plaintiffs attorney fees
B Prejudgment Interest
The Court finds that the legal basis for this action is primarily tortious in nature
Therefore the net amount of the jury verdict in this action $323391100 is subject to
prejudgment interest from September 112012 the date the Defendants acted to redeem
Plaintiffs shares through the approximate date of entry of the judgment The Court further
finds that the appropriate interest r~te applicable to calculate prejudgment interest is the statutory
minimum rate of 7 per annum which results in interest accumulated for the Plaintiff as of
-5shy
December 5 2016 to be $95945246 It is therefore ORDERED that the Judgment Order
entered in this action shall include $95945246 as an award for prejudgment interest from
September 112012 until the approximate date judgment is entered in this case
5 Plaintiffs Bill of Costs
Upon consideration of the Bill of Costs submitted by Plaintiff pursuant W VaRCP Rule
S4(d) in the amount of$36316l6 and Defendants objections to the same the Court exercising
the Courts discretion hereby awards 50 of such costs - totaling $1815808 Said amount is
ORDERED to be included in the Judgment Order ofthis case
6 Judgment Order - A separate Final Judgment Order will be entered herewith in
conformance with the foregoing findings of fact and conclusions of law
Ohio CoynevTri-StatePetroetalPstTrMotOrd
- 6shy
__
May 232016 - Hearing on Summary Judgment Motions starting at 1000 am at a
location to be detennined by the Court
The Clerk is hereby ORDERED to send a certified copy of thismiddot Order to the following
parties
David B Fawcett Esquire Traci S Rea Esquire Christopher R Brennan) Esquire Reed Smith LLP Reed Smith Centre 225 Fifth Avenue Pittsburgh P A 15222
w Howard Klatt Esq Klatt Law Office 1600 National Road Vheeling VV 26003
ENTERED this the IJ day of
r fA ~At~-1t~Itn 1111 ori t ---
Jeffrey P Ward Esquire Kelly K Iverson) Esquire Cohen amp Grigsby PC 625 Liberty Avenue Pittsburgh PA 15222-3152
James 1 Selliti Esquire Sellitti Nogay amp McCune Suite 7) Professional PJaza 3125 Pennsylvania Avenue Wellton) VVV 26063
Sarah Elaine Diedrich Esquire Littler Mendelson PC EQTPlaza 625 Liberty A venue 26th Floor Pittsburgh P A 15222
In11 2016
poundI ~A ~ UJ~ r~ if ~AA-
Hon Larry iff Starcher
A copy Teste
~i-~ Circuit Clerk
-4shy
XJJNITY Connect
XFINITY Connect larrystarchercomcastne
Font Size
Coyne v Tri-State Pelroleum Corp et ai Civil Action No 14-C-200 PROPOSED ORDER from April 18 2016 argument
From Klversoncohenlawcom Tue May 10 20161128Atgt
Subject Coyne v Tri-State petroleum Corp et ai Civil Action No 14-C-200 PROPOSED ORDER 1 attachmenl
from April 18 2016 argument
To larrystarchercQmcastnet
Cc ecIiedrlchilttlercom sfreelawaolcom whkklattlawcom treareedsmlthcom JWardcohenlawcom dfawcettreedsmithcom
Your Honor
Thank you for making time for a call last week to clarify your holdings from the April 18 2016 argument The parties have come to an agreement on a proposed Order for your review which is attached in Word format
r-Very Truly Yours
Kelly -c J
- ) - ~
_
bull 0 bullKelly K Iverson
~ _I Cohen amp Grigsby Pe 625 Liberty Avenue Pittsburgh PA 15222-3152 Direct Phone 412-297-4838 Fax 412-209-0672 kiversoncohenlawcom
NOTICE This email and any documents files or other data attached to the email may contain information that is privileged or conndential If you are not the intended recipient of this email you are hereby notified that any reading use copying disclosure dissemination or distribution of this email and its attachments is STRICTIYPROHIBITED If you received this email In error please Immediately notify the sender by replying to the email orbycaliingCohenampGrlgsbyPCat (800)-394-4904 and ~n[l to speak with the sender Also please immediately delete this email and all of Its attachments without saving the email in any manner Thankmiddotyou
rl 2269760 200CX ~ 44 KB -
From David B Fawcett ltDFawcettReedSmithcomgt Wed May 04 20161141 Al
Subject RE 2016-05-04 D Fawcett letter to Justlce Starcher re_ 2_00 pm callPDF2015-0+28 Fawcett Email toG MillerPDF2016-o5-02 P Russ letter to J WardPDF
To larrystarchercomcastnet
Cc JWardOOhenlawcom KIversoncohenlawcom ltKIversoncohenlawcomgt sfreelawaolcom ltsfreelawaocomgt edledrlchlittlercom ltedledrtchlittlercomgt whkklattlawcom Trad S Rea ltTReaReedSmithcomgt Debbie ESteinmeyer ltDStelnmeyerReedSmlthcomgt Aleksandra V WIlliams (Sasha) ltAVWilliamsReedSmithcomgt
Justice Starcher and counsel
shy
IN THE CIRCUIT COURT OF OIDO COUNTY WEST VIRGTh1A
KEVIN P COYNE
Plaintiff
v Civil Action No 14-C-200 Larry V Starcher Special Judge
TRI-STATE PETROLEUM CORP a West Virginia Corporation EJC LEGACY INC a
) r=lWest Virginia Corporation INTERSTATE EnSERVICE STATIONS HOLDINGS INC a Ul 0 ()r t 11West Virginia Corporation CONVENIENCE rn ~ -0cJ 0Z C)
REALTY LP a West Virginia Limited cmiddot ~ 5
-J 0Partnership COLLEEN C MCGLINN -l r- Cgt C)EDWARD J COYNE II ERIN C MERRICK n 0 cor ~= ~and SHEILA C ROMANEK 3 =-I- -
I D -lt -l
Defendants ~ t-gt
FINAL JUDGMENT ORDER
AND NOW TllS 5th day ofDecember 2016 following ajury trial and return of
verdict JUDGMENT is hereby entered in this action in favor of Plaintiff Kevin P Coyne as
follows
a In the amount of $323391100 (the jury verdict amount of $505311100 less
stipulated set-off in the amount of$1819200 for monies paid or due to be paid
under various promissory notes) plus
b Attorneys fees in the amount of$1 51799640 (a portion of attorney fees
incurred for services rendered as ofJuly 29 2016) plus
c Prejudgment interest at the rate of7 per annum on the net verdict amount of
$3233911 to run from September II 2012 to the date of entry ofjudgment in
the amount of$95945246 plus
I
d Costs in the amount of $1815808
Because the defendant was allowed to use as an off-set to the jury verdict ofmonies
either paid or to be paid over time it is further ORDERED ADJUDGED and DECREED that
Defendants shall be liable for continued timely payments of amounts due under the following
promissory notes
a Promissory Note issued by EJC Legacy Inc in favor ofKevin P Coyne in the
principal amount of $96000000 dated June 212013
b Promissory Note issued by Interstate Service Stations Holdings Inc in favor of
Kevin P Coyne in the principal amount of $6840000 dated June 21 2013 and
c Promissory Note issued by Convenience Realty LP in favor of Kevin P Coyne
in the principal amount of$32100000 dated June 21 2013
The objections ofany party adversely affected by this Order are hereby preserved
The Clerk is directed to provide attested copies of this FINAL JUDGMENT ORDER to
all parties and counsel of record
ENTER
-A COPJrrre~~te
iamp~~i~lh~ shyIr-=~r_- ~CirCtlt Clerk - - shy
- ~ - OhioCoynevTri-StatePetroetalJudOrd
-2shy I
I
IN THE CIRCUIT COURT OF omo COUNTY WEST VIRGINIA
KEVIN P COYNE
Plaintiff
v Civil Action No 14-C-200 r- Larry V Starcher Specialr~ud~
TRI-STATEPETROLEUM CORP a West Virginia Corporation EJC LEGACY INC a West Virginia Corporation INTERSTATE SERVICE STATrONS HOLDINGS INC a West Virginia Corporation CONVENIENCE REALTY LP a West Virginia Limited Partnership COLLEEN C McGLINN EDWARD J COYNE 11 ERIN C MERRICK I bull
- and SHEILA C ROMANEK
Defendants
ORDER REGARDING POST-TRIAL MOTIONS
This action was tried to an Ohio County West Virginia jury beginning on June 212016
and concluding on July 7 2016 At the conclusion of the eleven day trial the jury returned a
verdict finding as follows
a) In favor of Plaintiff Kevin P Coyne and against Defendants Colleen C McGlinn Edward J Coyne II Erin C Merrick and Sheila C Romanek on Plaintiffs claims for Breach ofFiduciary Duty in the amount of $505311100
b) In favor ofPlaintiff Kevin P Coyne and against all Defendants on his claims for Breach of Contract in the amount of$50531l100 and
c) In favor ofDefendant Colleen C McGlinn on Plaintiffs claims against her for Fraud
u C i r r--
C
When the verdict was returned the Court recognized that the exact same figure was filled
in on the verdict for two of the three separate claims The Court was then suspicious that the
jury verdict might be misinterpreted Therefore on the record the Courfmade inquiry of the jury
as to whether the $505311100 was a single number that covered both claims or was it intended
that each claim should be awarded that amount The jury confirmed that is was a single award
that was afforded jointly to both the Breach of Fiduciary Claim and the Breach of Contract
Claim
Furthermore prior to the jury rendering its verdict the Court with consent ofcounsel
instructed the jury to render their verdict as a full award without regard to any claimed set-off
for amounts already paid by the Defendants to the Plaintiff with any such set-off to be
determined and deducted by the Court from any jury verdict Also the Parties stipulated to a
set-off amount of$181920000 as amounts paid or due to be paid in the future under three
particular s promissory notes executed by the Defendants)
The Court also reserved the right to determine pre-jUdgment interest on any verdict
returned by the jury
Thereafter the Plaintiff and the Defendants filed the following Post-Trial Motions
a) Defendants Motion to Mould Verdict
b) Defendants Joint Motion for Judgment as a Matter of Law or in the Alternative ANew Trial
c) Defendant Interstate Service Stations Holdings Incs Motion Under W VaR CP Rule 60(b) For Relief From Judgment
d) Plaintiffs Motion to Enter Judgment on Jury Verdict to include Attorneys Fees and Pre-judgment Interest and
e) Plaintiffs Motion to Award Plaintiffs Bill of Costs
I The Court intends that the term Defendants in this case is to include one or more of the several corporations owned by the Coyne family andlor one or more of the individual siblings (other than the Plaintiff sibling)
-2shy
A hearing was held on all the above-referenced Post-Trial Motions on August 252016
And upon consideration ofthe parties Motions and Briefs argwnent by counsel and certain
stipulations of the Parties the Court ORDERS as follows
1 Defendants Motion To Mould Verdict
Based on stipulation of the Parties as to the amount of a set-off for amounts paid or due
to be paid over time pursuant to various promissory notes this Motion to Mould the Verdict is
GRANTED and the Court ORDERS that the Judgment Order is to reflect that the jUly verdict of
$505311100 is to be reduced by the stipulated set-off of$181920000 and will be entered in
the amount of $323391100 By consent of the parties this net verdict amount assumes
continued timely remittance of all remaining sums due and owing under three notes that
constitute the basis for this stipulation The notes are as follows
a) Promissory Note issued by EJe Legacy Inc in favor of Kevin P Coyne in the principal amount of $96000000 dated June 212013
b) Promissory Note issued by Interstate Service Stations Holdings Inc in favor of Kevin P Coyne in the principal amount of $6840000 dated June 212013 and
c) Promissory Note issued by Convenience Realty LP in favor of Kevin P Coyne in the principal amount of$32100000 dated June 21 2013
2 Defendants Joint Motion for Judgment as a Matter of Law or in the Alternative for a New Trial
The collective Defendants Motion for Judgment as a Matter of Law or in the
Alternative for a New Trial is DENIED The Court is ofthe opinion that there was only one
way that the facts of this case could be tried before ajury That is to consider all of the multiple
businesses of the Coyne family as a single business and that all of the five siblings contributed
some more and some less to that family business This is exhibited to some extent by noting
that the proposed buy-out of the Plaintiff s interests in the family business was and is being
-3shy
paid based on promissory notes from three separate companies There was sufficient evidence
submitted to the jury for ajury to believe that four ofthe five siblings collectively cooperated to
squeeze a single sibling (plaintiff) out ofthe family business
3 Defendant Interstate Service Stations Holdings Incos Motion Under W VaRCP Rule 60(b) For Relief From Judgment
For the reasons stated above in No2 the ~ourt DENIES this Motion Interstate
Service Stations Holdings Inc is simply one of several companies that comprise the Coyne
family business
4 Plaintiffs Motion For Entry Of Judgment On The Jurv Verdict To Include Attorneys Fees And Prejudgment Interest
A Attorney Fees
Upon consideration of the evidence and for the reasons stated at the August 25 2016
hearing the Court finds that the Defendants engaged in vexatious and oppressive conduct
sufficient to warrant an award of Plaintiffs reasonable attorneys fees in this action The
evidence at trial described considerable acts that could be considered to be vexatious and
oppressive conduct by Defendants in squeezing their brother out of the family business
The Court cites an article authored by Defense Counsel Jeffrey P Ward Esq titled
Minority Shareholder Rights In Pennsylvania And Florida A Tale OTwo Very Different Viewi
which cites a string of different conduct that may be considered as oppressive in shareholder
rights cases His list includes refusing to provide infonnation to minority shareholders unjustly
tenninating employment (or threatening) attempting to buyout a minority shareholder at a
depressed price unequal bonuses using company money to fight a minority shareholders
2At trial the Court sustained the Defendants objection to allowing this January 28 20 IS article authored by Defendants lead counsel to be admitted into evidence by Plaintiffs counsel But the Court sees no reason that it is prohibited from taking notice of it in post-trial proceedings The Court admittedly does not recognize it as a published article but does recognize it as a learned article that bears on some of the issues in this case A copy ofthe article is attached to this Order
-4shy
attempt to attain or exercise hislher company rights usurping corporate opportunities etc
There was evidence in this case to support many of the examples ofoppressive conduct on the
authors list Therefore the Plaintiff is entitled to have Defendants to pay at least part of
Plaintiffs attorney fees
Plaintiff presented evidence that his attorneys fees and costs in connection with this
action were $193381166 as ofJuly 29 2016 Considering the complexity ofthis case the
element ofexpertise in a variety of business issues required of counsel and in part that Plaintiff
prevailed on two of his three claims and failed on the third the Court exercises its discretion and
finds that an award of 80 of the amount sought by Plaintiff as of July 29 2016 is reasonable
given the nature of this action experience of counsel and the jury award obtained Therefore
subtracting the total amount of the Bill of Costs (to be addressed infra) and applying 80 to the
attorneys fees submitted by Plaintiffresults in a total fee award for attorney fees as of July 29
2016 to be $151799640 Attorneys fees for services rendered after July 29 2016 may be
subject to supplemental fee petitions The judgment order entered in this action will reflect the
foregoing fee award It is therefore ORDERED that the sum 0[$151799640 will be included
in the Judgment Order ofthls case for Plaintiffs attorney fees
B Prejudgment Interest
The Court finds that the legal basis for this action is primarily tortious in nature
Therefore the net amount of the jury verdict in this action $323391100 is subject to
prejudgment interest from September 112012 the date the Defendants acted to redeem
Plaintiffs shares through the approximate date of entry of the judgment The Court further
finds that the appropriate interest r~te applicable to calculate prejudgment interest is the statutory
minimum rate of 7 per annum which results in interest accumulated for the Plaintiff as of
-5shy
December 5 2016 to be $95945246 It is therefore ORDERED that the Judgment Order
entered in this action shall include $95945246 as an award for prejudgment interest from
September 112012 until the approximate date judgment is entered in this case
5 Plaintiffs Bill of Costs
Upon consideration of the Bill of Costs submitted by Plaintiff pursuant W VaRCP Rule
S4(d) in the amount of$36316l6 and Defendants objections to the same the Court exercising
the Courts discretion hereby awards 50 of such costs - totaling $1815808 Said amount is
ORDERED to be included in the Judgment Order ofthis case
6 Judgment Order - A separate Final Judgment Order will be entered herewith in
conformance with the foregoing findings of fact and conclusions of law
Ohio CoynevTri-StatePetroetalPstTrMotOrd
- 6shy
XJJNITY Connect
XFINITY Connect larrystarchercomcastne
Font Size
Coyne v Tri-State Pelroleum Corp et ai Civil Action No 14-C-200 PROPOSED ORDER from April 18 2016 argument
From Klversoncohenlawcom Tue May 10 20161128Atgt
Subject Coyne v Tri-State petroleum Corp et ai Civil Action No 14-C-200 PROPOSED ORDER 1 attachmenl
from April 18 2016 argument
To larrystarchercQmcastnet
Cc ecIiedrlchilttlercom sfreelawaolcom whkklattlawcom treareedsmlthcom JWardcohenlawcom dfawcettreedsmithcom
Your Honor
Thank you for making time for a call last week to clarify your holdings from the April 18 2016 argument The parties have come to an agreement on a proposed Order for your review which is attached in Word format
r-Very Truly Yours
Kelly -c J
- ) - ~
_
bull 0 bullKelly K Iverson
~ _I Cohen amp Grigsby Pe 625 Liberty Avenue Pittsburgh PA 15222-3152 Direct Phone 412-297-4838 Fax 412-209-0672 kiversoncohenlawcom
NOTICE This email and any documents files or other data attached to the email may contain information that is privileged or conndential If you are not the intended recipient of this email you are hereby notified that any reading use copying disclosure dissemination or distribution of this email and its attachments is STRICTIYPROHIBITED If you received this email In error please Immediately notify the sender by replying to the email orbycaliingCohenampGrlgsbyPCat (800)-394-4904 and ~n[l to speak with the sender Also please immediately delete this email and all of Its attachments without saving the email in any manner Thankmiddotyou
rl 2269760 200CX ~ 44 KB -
From David B Fawcett ltDFawcettReedSmithcomgt Wed May 04 20161141 Al
Subject RE 2016-05-04 D Fawcett letter to Justlce Starcher re_ 2_00 pm callPDF2015-0+28 Fawcett Email toG MillerPDF2016-o5-02 P Russ letter to J WardPDF
To larrystarchercomcastnet
Cc JWardOOhenlawcom KIversoncohenlawcom ltKIversoncohenlawcomgt sfreelawaolcom ltsfreelawaocomgt edledrlchlittlercom ltedledrtchlittlercomgt whkklattlawcom Trad S Rea ltTReaReedSmithcomgt Debbie ESteinmeyer ltDStelnmeyerReedSmlthcomgt Aleksandra V WIlliams (Sasha) ltAVWilliamsReedSmithcomgt
Justice Starcher and counsel
shy
IN THE CIRCUIT COURT OF OIDO COUNTY WEST VIRGTh1A
KEVIN P COYNE
Plaintiff
v Civil Action No 14-C-200 Larry V Starcher Special Judge
TRI-STATE PETROLEUM CORP a West Virginia Corporation EJC LEGACY INC a
) r=lWest Virginia Corporation INTERSTATE EnSERVICE STATIONS HOLDINGS INC a Ul 0 ()r t 11West Virginia Corporation CONVENIENCE rn ~ -0cJ 0Z C)
REALTY LP a West Virginia Limited cmiddot ~ 5
-J 0Partnership COLLEEN C MCGLINN -l r- Cgt C)EDWARD J COYNE II ERIN C MERRICK n 0 cor ~= ~and SHEILA C ROMANEK 3 =-I- -
I D -lt -l
Defendants ~ t-gt
FINAL JUDGMENT ORDER
AND NOW TllS 5th day ofDecember 2016 following ajury trial and return of
verdict JUDGMENT is hereby entered in this action in favor of Plaintiff Kevin P Coyne as
follows
a In the amount of $323391100 (the jury verdict amount of $505311100 less
stipulated set-off in the amount of$1819200 for monies paid or due to be paid
under various promissory notes) plus
b Attorneys fees in the amount of$1 51799640 (a portion of attorney fees
incurred for services rendered as ofJuly 29 2016) plus
c Prejudgment interest at the rate of7 per annum on the net verdict amount of
$3233911 to run from September II 2012 to the date of entry ofjudgment in
the amount of$95945246 plus
I
d Costs in the amount of $1815808
Because the defendant was allowed to use as an off-set to the jury verdict ofmonies
either paid or to be paid over time it is further ORDERED ADJUDGED and DECREED that
Defendants shall be liable for continued timely payments of amounts due under the following
promissory notes
a Promissory Note issued by EJC Legacy Inc in favor ofKevin P Coyne in the
principal amount of $96000000 dated June 212013
b Promissory Note issued by Interstate Service Stations Holdings Inc in favor of
Kevin P Coyne in the principal amount of $6840000 dated June 21 2013 and
c Promissory Note issued by Convenience Realty LP in favor of Kevin P Coyne
in the principal amount of$32100000 dated June 21 2013
The objections ofany party adversely affected by this Order are hereby preserved
The Clerk is directed to provide attested copies of this FINAL JUDGMENT ORDER to
all parties and counsel of record
ENTER
-A COPJrrre~~te
iamp~~i~lh~ shyIr-=~r_- ~CirCtlt Clerk - - shy
- ~ - OhioCoynevTri-StatePetroetalJudOrd
-2shy I
I
IN THE CIRCUIT COURT OF omo COUNTY WEST VIRGINIA
KEVIN P COYNE
Plaintiff
v Civil Action No 14-C-200 r- Larry V Starcher Specialr~ud~
TRI-STATEPETROLEUM CORP a West Virginia Corporation EJC LEGACY INC a West Virginia Corporation INTERSTATE SERVICE STATrONS HOLDINGS INC a West Virginia Corporation CONVENIENCE REALTY LP a West Virginia Limited Partnership COLLEEN C McGLINN EDWARD J COYNE 11 ERIN C MERRICK I bull
- and SHEILA C ROMANEK
Defendants
ORDER REGARDING POST-TRIAL MOTIONS
This action was tried to an Ohio County West Virginia jury beginning on June 212016
and concluding on July 7 2016 At the conclusion of the eleven day trial the jury returned a
verdict finding as follows
a) In favor of Plaintiff Kevin P Coyne and against Defendants Colleen C McGlinn Edward J Coyne II Erin C Merrick and Sheila C Romanek on Plaintiffs claims for Breach ofFiduciary Duty in the amount of $505311100
b) In favor ofPlaintiff Kevin P Coyne and against all Defendants on his claims for Breach of Contract in the amount of$50531l100 and
c) In favor ofDefendant Colleen C McGlinn on Plaintiffs claims against her for Fraud
u C i r r--
C
When the verdict was returned the Court recognized that the exact same figure was filled
in on the verdict for two of the three separate claims The Court was then suspicious that the
jury verdict might be misinterpreted Therefore on the record the Courfmade inquiry of the jury
as to whether the $505311100 was a single number that covered both claims or was it intended
that each claim should be awarded that amount The jury confirmed that is was a single award
that was afforded jointly to both the Breach of Fiduciary Claim and the Breach of Contract
Claim
Furthermore prior to the jury rendering its verdict the Court with consent ofcounsel
instructed the jury to render their verdict as a full award without regard to any claimed set-off
for amounts already paid by the Defendants to the Plaintiff with any such set-off to be
determined and deducted by the Court from any jury verdict Also the Parties stipulated to a
set-off amount of$181920000 as amounts paid or due to be paid in the future under three
particular s promissory notes executed by the Defendants)
The Court also reserved the right to determine pre-jUdgment interest on any verdict
returned by the jury
Thereafter the Plaintiff and the Defendants filed the following Post-Trial Motions
a) Defendants Motion to Mould Verdict
b) Defendants Joint Motion for Judgment as a Matter of Law or in the Alternative ANew Trial
c) Defendant Interstate Service Stations Holdings Incs Motion Under W VaR CP Rule 60(b) For Relief From Judgment
d) Plaintiffs Motion to Enter Judgment on Jury Verdict to include Attorneys Fees and Pre-judgment Interest and
e) Plaintiffs Motion to Award Plaintiffs Bill of Costs
I The Court intends that the term Defendants in this case is to include one or more of the several corporations owned by the Coyne family andlor one or more of the individual siblings (other than the Plaintiff sibling)
-2shy
A hearing was held on all the above-referenced Post-Trial Motions on August 252016
And upon consideration ofthe parties Motions and Briefs argwnent by counsel and certain
stipulations of the Parties the Court ORDERS as follows
1 Defendants Motion To Mould Verdict
Based on stipulation of the Parties as to the amount of a set-off for amounts paid or due
to be paid over time pursuant to various promissory notes this Motion to Mould the Verdict is
GRANTED and the Court ORDERS that the Judgment Order is to reflect that the jUly verdict of
$505311100 is to be reduced by the stipulated set-off of$181920000 and will be entered in
the amount of $323391100 By consent of the parties this net verdict amount assumes
continued timely remittance of all remaining sums due and owing under three notes that
constitute the basis for this stipulation The notes are as follows
a) Promissory Note issued by EJe Legacy Inc in favor of Kevin P Coyne in the principal amount of $96000000 dated June 212013
b) Promissory Note issued by Interstate Service Stations Holdings Inc in favor of Kevin P Coyne in the principal amount of $6840000 dated June 212013 and
c) Promissory Note issued by Convenience Realty LP in favor of Kevin P Coyne in the principal amount of$32100000 dated June 21 2013
2 Defendants Joint Motion for Judgment as a Matter of Law or in the Alternative for a New Trial
The collective Defendants Motion for Judgment as a Matter of Law or in the
Alternative for a New Trial is DENIED The Court is ofthe opinion that there was only one
way that the facts of this case could be tried before ajury That is to consider all of the multiple
businesses of the Coyne family as a single business and that all of the five siblings contributed
some more and some less to that family business This is exhibited to some extent by noting
that the proposed buy-out of the Plaintiff s interests in the family business was and is being
-3shy
paid based on promissory notes from three separate companies There was sufficient evidence
submitted to the jury for ajury to believe that four ofthe five siblings collectively cooperated to
squeeze a single sibling (plaintiff) out ofthe family business
3 Defendant Interstate Service Stations Holdings Incos Motion Under W VaRCP Rule 60(b) For Relief From Judgment
For the reasons stated above in No2 the ~ourt DENIES this Motion Interstate
Service Stations Holdings Inc is simply one of several companies that comprise the Coyne
family business
4 Plaintiffs Motion For Entry Of Judgment On The Jurv Verdict To Include Attorneys Fees And Prejudgment Interest
A Attorney Fees
Upon consideration of the evidence and for the reasons stated at the August 25 2016
hearing the Court finds that the Defendants engaged in vexatious and oppressive conduct
sufficient to warrant an award of Plaintiffs reasonable attorneys fees in this action The
evidence at trial described considerable acts that could be considered to be vexatious and
oppressive conduct by Defendants in squeezing their brother out of the family business
The Court cites an article authored by Defense Counsel Jeffrey P Ward Esq titled
Minority Shareholder Rights In Pennsylvania And Florida A Tale OTwo Very Different Viewi
which cites a string of different conduct that may be considered as oppressive in shareholder
rights cases His list includes refusing to provide infonnation to minority shareholders unjustly
tenninating employment (or threatening) attempting to buyout a minority shareholder at a
depressed price unequal bonuses using company money to fight a minority shareholders
2At trial the Court sustained the Defendants objection to allowing this January 28 20 IS article authored by Defendants lead counsel to be admitted into evidence by Plaintiffs counsel But the Court sees no reason that it is prohibited from taking notice of it in post-trial proceedings The Court admittedly does not recognize it as a published article but does recognize it as a learned article that bears on some of the issues in this case A copy ofthe article is attached to this Order
-4shy
attempt to attain or exercise hislher company rights usurping corporate opportunities etc
There was evidence in this case to support many of the examples ofoppressive conduct on the
authors list Therefore the Plaintiff is entitled to have Defendants to pay at least part of
Plaintiffs attorney fees
Plaintiff presented evidence that his attorneys fees and costs in connection with this
action were $193381166 as ofJuly 29 2016 Considering the complexity ofthis case the
element ofexpertise in a variety of business issues required of counsel and in part that Plaintiff
prevailed on two of his three claims and failed on the third the Court exercises its discretion and
finds that an award of 80 of the amount sought by Plaintiff as of July 29 2016 is reasonable
given the nature of this action experience of counsel and the jury award obtained Therefore
subtracting the total amount of the Bill of Costs (to be addressed infra) and applying 80 to the
attorneys fees submitted by Plaintiffresults in a total fee award for attorney fees as of July 29
2016 to be $151799640 Attorneys fees for services rendered after July 29 2016 may be
subject to supplemental fee petitions The judgment order entered in this action will reflect the
foregoing fee award It is therefore ORDERED that the sum 0[$151799640 will be included
in the Judgment Order ofthls case for Plaintiffs attorney fees
B Prejudgment Interest
The Court finds that the legal basis for this action is primarily tortious in nature
Therefore the net amount of the jury verdict in this action $323391100 is subject to
prejudgment interest from September 112012 the date the Defendants acted to redeem
Plaintiffs shares through the approximate date of entry of the judgment The Court further
finds that the appropriate interest r~te applicable to calculate prejudgment interest is the statutory
minimum rate of 7 per annum which results in interest accumulated for the Plaintiff as of
-5shy
December 5 2016 to be $95945246 It is therefore ORDERED that the Judgment Order
entered in this action shall include $95945246 as an award for prejudgment interest from
September 112012 until the approximate date judgment is entered in this case
5 Plaintiffs Bill of Costs
Upon consideration of the Bill of Costs submitted by Plaintiff pursuant W VaRCP Rule
S4(d) in the amount of$36316l6 and Defendants objections to the same the Court exercising
the Courts discretion hereby awards 50 of such costs - totaling $1815808 Said amount is
ORDERED to be included in the Judgment Order ofthis case
6 Judgment Order - A separate Final Judgment Order will be entered herewith in
conformance with the foregoing findings of fact and conclusions of law
Ohio CoynevTri-StatePetroetalPstTrMotOrd
- 6shy
shy
IN THE CIRCUIT COURT OF OIDO COUNTY WEST VIRGTh1A
KEVIN P COYNE
Plaintiff
v Civil Action No 14-C-200 Larry V Starcher Special Judge
TRI-STATE PETROLEUM CORP a West Virginia Corporation EJC LEGACY INC a
) r=lWest Virginia Corporation INTERSTATE EnSERVICE STATIONS HOLDINGS INC a Ul 0 ()r t 11West Virginia Corporation CONVENIENCE rn ~ -0cJ 0Z C)
REALTY LP a West Virginia Limited cmiddot ~ 5
-J 0Partnership COLLEEN C MCGLINN -l r- Cgt C)EDWARD J COYNE II ERIN C MERRICK n 0 cor ~= ~and SHEILA C ROMANEK 3 =-I- -
I D -lt -l
Defendants ~ t-gt
FINAL JUDGMENT ORDER
AND NOW TllS 5th day ofDecember 2016 following ajury trial and return of
verdict JUDGMENT is hereby entered in this action in favor of Plaintiff Kevin P Coyne as
follows
a In the amount of $323391100 (the jury verdict amount of $505311100 less
stipulated set-off in the amount of$1819200 for monies paid or due to be paid
under various promissory notes) plus
b Attorneys fees in the amount of$1 51799640 (a portion of attorney fees
incurred for services rendered as ofJuly 29 2016) plus
c Prejudgment interest at the rate of7 per annum on the net verdict amount of
$3233911 to run from September II 2012 to the date of entry ofjudgment in
the amount of$95945246 plus
I
d Costs in the amount of $1815808
Because the defendant was allowed to use as an off-set to the jury verdict ofmonies
either paid or to be paid over time it is further ORDERED ADJUDGED and DECREED that
Defendants shall be liable for continued timely payments of amounts due under the following
promissory notes
a Promissory Note issued by EJC Legacy Inc in favor ofKevin P Coyne in the
principal amount of $96000000 dated June 212013
b Promissory Note issued by Interstate Service Stations Holdings Inc in favor of
Kevin P Coyne in the principal amount of $6840000 dated June 21 2013 and
c Promissory Note issued by Convenience Realty LP in favor of Kevin P Coyne
in the principal amount of$32100000 dated June 21 2013
The objections ofany party adversely affected by this Order are hereby preserved
The Clerk is directed to provide attested copies of this FINAL JUDGMENT ORDER to
all parties and counsel of record
ENTER
-A COPJrrre~~te
iamp~~i~lh~ shyIr-=~r_- ~CirCtlt Clerk - - shy
- ~ - OhioCoynevTri-StatePetroetalJudOrd
-2shy I
I
IN THE CIRCUIT COURT OF omo COUNTY WEST VIRGINIA
KEVIN P COYNE
Plaintiff
v Civil Action No 14-C-200 r- Larry V Starcher Specialr~ud~
TRI-STATEPETROLEUM CORP a West Virginia Corporation EJC LEGACY INC a West Virginia Corporation INTERSTATE SERVICE STATrONS HOLDINGS INC a West Virginia Corporation CONVENIENCE REALTY LP a West Virginia Limited Partnership COLLEEN C McGLINN EDWARD J COYNE 11 ERIN C MERRICK I bull
- and SHEILA C ROMANEK
Defendants
ORDER REGARDING POST-TRIAL MOTIONS
This action was tried to an Ohio County West Virginia jury beginning on June 212016
and concluding on July 7 2016 At the conclusion of the eleven day trial the jury returned a
verdict finding as follows
a) In favor of Plaintiff Kevin P Coyne and against Defendants Colleen C McGlinn Edward J Coyne II Erin C Merrick and Sheila C Romanek on Plaintiffs claims for Breach ofFiduciary Duty in the amount of $505311100
b) In favor ofPlaintiff Kevin P Coyne and against all Defendants on his claims for Breach of Contract in the amount of$50531l100 and
c) In favor ofDefendant Colleen C McGlinn on Plaintiffs claims against her for Fraud
u C i r r--
C
When the verdict was returned the Court recognized that the exact same figure was filled
in on the verdict for two of the three separate claims The Court was then suspicious that the
jury verdict might be misinterpreted Therefore on the record the Courfmade inquiry of the jury
as to whether the $505311100 was a single number that covered both claims or was it intended
that each claim should be awarded that amount The jury confirmed that is was a single award
that was afforded jointly to both the Breach of Fiduciary Claim and the Breach of Contract
Claim
Furthermore prior to the jury rendering its verdict the Court with consent ofcounsel
instructed the jury to render their verdict as a full award without regard to any claimed set-off
for amounts already paid by the Defendants to the Plaintiff with any such set-off to be
determined and deducted by the Court from any jury verdict Also the Parties stipulated to a
set-off amount of$181920000 as amounts paid or due to be paid in the future under three
particular s promissory notes executed by the Defendants)
The Court also reserved the right to determine pre-jUdgment interest on any verdict
returned by the jury
Thereafter the Plaintiff and the Defendants filed the following Post-Trial Motions
a) Defendants Motion to Mould Verdict
b) Defendants Joint Motion for Judgment as a Matter of Law or in the Alternative ANew Trial
c) Defendant Interstate Service Stations Holdings Incs Motion Under W VaR CP Rule 60(b) For Relief From Judgment
d) Plaintiffs Motion to Enter Judgment on Jury Verdict to include Attorneys Fees and Pre-judgment Interest and
e) Plaintiffs Motion to Award Plaintiffs Bill of Costs
I The Court intends that the term Defendants in this case is to include one or more of the several corporations owned by the Coyne family andlor one or more of the individual siblings (other than the Plaintiff sibling)
-2shy
A hearing was held on all the above-referenced Post-Trial Motions on August 252016
And upon consideration ofthe parties Motions and Briefs argwnent by counsel and certain
stipulations of the Parties the Court ORDERS as follows
1 Defendants Motion To Mould Verdict
Based on stipulation of the Parties as to the amount of a set-off for amounts paid or due
to be paid over time pursuant to various promissory notes this Motion to Mould the Verdict is
GRANTED and the Court ORDERS that the Judgment Order is to reflect that the jUly verdict of
$505311100 is to be reduced by the stipulated set-off of$181920000 and will be entered in
the amount of $323391100 By consent of the parties this net verdict amount assumes
continued timely remittance of all remaining sums due and owing under three notes that
constitute the basis for this stipulation The notes are as follows
a) Promissory Note issued by EJe Legacy Inc in favor of Kevin P Coyne in the principal amount of $96000000 dated June 212013
b) Promissory Note issued by Interstate Service Stations Holdings Inc in favor of Kevin P Coyne in the principal amount of $6840000 dated June 212013 and
c) Promissory Note issued by Convenience Realty LP in favor of Kevin P Coyne in the principal amount of$32100000 dated June 21 2013
2 Defendants Joint Motion for Judgment as a Matter of Law or in the Alternative for a New Trial
The collective Defendants Motion for Judgment as a Matter of Law or in the
Alternative for a New Trial is DENIED The Court is ofthe opinion that there was only one
way that the facts of this case could be tried before ajury That is to consider all of the multiple
businesses of the Coyne family as a single business and that all of the five siblings contributed
some more and some less to that family business This is exhibited to some extent by noting
that the proposed buy-out of the Plaintiff s interests in the family business was and is being
-3shy
paid based on promissory notes from three separate companies There was sufficient evidence
submitted to the jury for ajury to believe that four ofthe five siblings collectively cooperated to
squeeze a single sibling (plaintiff) out ofthe family business
3 Defendant Interstate Service Stations Holdings Incos Motion Under W VaRCP Rule 60(b) For Relief From Judgment
For the reasons stated above in No2 the ~ourt DENIES this Motion Interstate
Service Stations Holdings Inc is simply one of several companies that comprise the Coyne
family business
4 Plaintiffs Motion For Entry Of Judgment On The Jurv Verdict To Include Attorneys Fees And Prejudgment Interest
A Attorney Fees
Upon consideration of the evidence and for the reasons stated at the August 25 2016
hearing the Court finds that the Defendants engaged in vexatious and oppressive conduct
sufficient to warrant an award of Plaintiffs reasonable attorneys fees in this action The
evidence at trial described considerable acts that could be considered to be vexatious and
oppressive conduct by Defendants in squeezing their brother out of the family business
The Court cites an article authored by Defense Counsel Jeffrey P Ward Esq titled
Minority Shareholder Rights In Pennsylvania And Florida A Tale OTwo Very Different Viewi
which cites a string of different conduct that may be considered as oppressive in shareholder
rights cases His list includes refusing to provide infonnation to minority shareholders unjustly
tenninating employment (or threatening) attempting to buyout a minority shareholder at a
depressed price unequal bonuses using company money to fight a minority shareholders
2At trial the Court sustained the Defendants objection to allowing this January 28 20 IS article authored by Defendants lead counsel to be admitted into evidence by Plaintiffs counsel But the Court sees no reason that it is prohibited from taking notice of it in post-trial proceedings The Court admittedly does not recognize it as a published article but does recognize it as a learned article that bears on some of the issues in this case A copy ofthe article is attached to this Order
-4shy
attempt to attain or exercise hislher company rights usurping corporate opportunities etc
There was evidence in this case to support many of the examples ofoppressive conduct on the
authors list Therefore the Plaintiff is entitled to have Defendants to pay at least part of
Plaintiffs attorney fees
Plaintiff presented evidence that his attorneys fees and costs in connection with this
action were $193381166 as ofJuly 29 2016 Considering the complexity ofthis case the
element ofexpertise in a variety of business issues required of counsel and in part that Plaintiff
prevailed on two of his three claims and failed on the third the Court exercises its discretion and
finds that an award of 80 of the amount sought by Plaintiff as of July 29 2016 is reasonable
given the nature of this action experience of counsel and the jury award obtained Therefore
subtracting the total amount of the Bill of Costs (to be addressed infra) and applying 80 to the
attorneys fees submitted by Plaintiffresults in a total fee award for attorney fees as of July 29
2016 to be $151799640 Attorneys fees for services rendered after July 29 2016 may be
subject to supplemental fee petitions The judgment order entered in this action will reflect the
foregoing fee award It is therefore ORDERED that the sum 0[$151799640 will be included
in the Judgment Order ofthls case for Plaintiffs attorney fees
B Prejudgment Interest
The Court finds that the legal basis for this action is primarily tortious in nature
Therefore the net amount of the jury verdict in this action $323391100 is subject to
prejudgment interest from September 112012 the date the Defendants acted to redeem
Plaintiffs shares through the approximate date of entry of the judgment The Court further
finds that the appropriate interest r~te applicable to calculate prejudgment interest is the statutory
minimum rate of 7 per annum which results in interest accumulated for the Plaintiff as of
-5shy
December 5 2016 to be $95945246 It is therefore ORDERED that the Judgment Order
entered in this action shall include $95945246 as an award for prejudgment interest from
September 112012 until the approximate date judgment is entered in this case
5 Plaintiffs Bill of Costs
Upon consideration of the Bill of Costs submitted by Plaintiff pursuant W VaRCP Rule
S4(d) in the amount of$36316l6 and Defendants objections to the same the Court exercising
the Courts discretion hereby awards 50 of such costs - totaling $1815808 Said amount is
ORDERED to be included in the Judgment Order ofthis case
6 Judgment Order - A separate Final Judgment Order will be entered herewith in
conformance with the foregoing findings of fact and conclusions of law
Ohio CoynevTri-StatePetroetalPstTrMotOrd
- 6shy
I
d Costs in the amount of $1815808
Because the defendant was allowed to use as an off-set to the jury verdict ofmonies
either paid or to be paid over time it is further ORDERED ADJUDGED and DECREED that
Defendants shall be liable for continued timely payments of amounts due under the following
promissory notes
a Promissory Note issued by EJC Legacy Inc in favor ofKevin P Coyne in the
principal amount of $96000000 dated June 212013
b Promissory Note issued by Interstate Service Stations Holdings Inc in favor of
Kevin P Coyne in the principal amount of $6840000 dated June 21 2013 and
c Promissory Note issued by Convenience Realty LP in favor of Kevin P Coyne
in the principal amount of$32100000 dated June 21 2013
The objections ofany party adversely affected by this Order are hereby preserved
The Clerk is directed to provide attested copies of this FINAL JUDGMENT ORDER to
all parties and counsel of record
ENTER
-A COPJrrre~~te
iamp~~i~lh~ shyIr-=~r_- ~CirCtlt Clerk - - shy
- ~ - OhioCoynevTri-StatePetroetalJudOrd
-2shy I
I
IN THE CIRCUIT COURT OF omo COUNTY WEST VIRGINIA
KEVIN P COYNE
Plaintiff
v Civil Action No 14-C-200 r- Larry V Starcher Specialr~ud~
TRI-STATEPETROLEUM CORP a West Virginia Corporation EJC LEGACY INC a West Virginia Corporation INTERSTATE SERVICE STATrONS HOLDINGS INC a West Virginia Corporation CONVENIENCE REALTY LP a West Virginia Limited Partnership COLLEEN C McGLINN EDWARD J COYNE 11 ERIN C MERRICK I bull
- and SHEILA C ROMANEK
Defendants
ORDER REGARDING POST-TRIAL MOTIONS
This action was tried to an Ohio County West Virginia jury beginning on June 212016
and concluding on July 7 2016 At the conclusion of the eleven day trial the jury returned a
verdict finding as follows
a) In favor of Plaintiff Kevin P Coyne and against Defendants Colleen C McGlinn Edward J Coyne II Erin C Merrick and Sheila C Romanek on Plaintiffs claims for Breach ofFiduciary Duty in the amount of $505311100
b) In favor ofPlaintiff Kevin P Coyne and against all Defendants on his claims for Breach of Contract in the amount of$50531l100 and
c) In favor ofDefendant Colleen C McGlinn on Plaintiffs claims against her for Fraud
u C i r r--
C
When the verdict was returned the Court recognized that the exact same figure was filled
in on the verdict for two of the three separate claims The Court was then suspicious that the
jury verdict might be misinterpreted Therefore on the record the Courfmade inquiry of the jury
as to whether the $505311100 was a single number that covered both claims or was it intended
that each claim should be awarded that amount The jury confirmed that is was a single award
that was afforded jointly to both the Breach of Fiduciary Claim and the Breach of Contract
Claim
Furthermore prior to the jury rendering its verdict the Court with consent ofcounsel
instructed the jury to render their verdict as a full award without regard to any claimed set-off
for amounts already paid by the Defendants to the Plaintiff with any such set-off to be
determined and deducted by the Court from any jury verdict Also the Parties stipulated to a
set-off amount of$181920000 as amounts paid or due to be paid in the future under three
particular s promissory notes executed by the Defendants)
The Court also reserved the right to determine pre-jUdgment interest on any verdict
returned by the jury
Thereafter the Plaintiff and the Defendants filed the following Post-Trial Motions
a) Defendants Motion to Mould Verdict
b) Defendants Joint Motion for Judgment as a Matter of Law or in the Alternative ANew Trial
c) Defendant Interstate Service Stations Holdings Incs Motion Under W VaR CP Rule 60(b) For Relief From Judgment
d) Plaintiffs Motion to Enter Judgment on Jury Verdict to include Attorneys Fees and Pre-judgment Interest and
e) Plaintiffs Motion to Award Plaintiffs Bill of Costs
I The Court intends that the term Defendants in this case is to include one or more of the several corporations owned by the Coyne family andlor one or more of the individual siblings (other than the Plaintiff sibling)
-2shy
A hearing was held on all the above-referenced Post-Trial Motions on August 252016
And upon consideration ofthe parties Motions and Briefs argwnent by counsel and certain
stipulations of the Parties the Court ORDERS as follows
1 Defendants Motion To Mould Verdict
Based on stipulation of the Parties as to the amount of a set-off for amounts paid or due
to be paid over time pursuant to various promissory notes this Motion to Mould the Verdict is
GRANTED and the Court ORDERS that the Judgment Order is to reflect that the jUly verdict of
$505311100 is to be reduced by the stipulated set-off of$181920000 and will be entered in
the amount of $323391100 By consent of the parties this net verdict amount assumes
continued timely remittance of all remaining sums due and owing under three notes that
constitute the basis for this stipulation The notes are as follows
a) Promissory Note issued by EJe Legacy Inc in favor of Kevin P Coyne in the principal amount of $96000000 dated June 212013
b) Promissory Note issued by Interstate Service Stations Holdings Inc in favor of Kevin P Coyne in the principal amount of $6840000 dated June 212013 and
c) Promissory Note issued by Convenience Realty LP in favor of Kevin P Coyne in the principal amount of$32100000 dated June 21 2013
2 Defendants Joint Motion for Judgment as a Matter of Law or in the Alternative for a New Trial
The collective Defendants Motion for Judgment as a Matter of Law or in the
Alternative for a New Trial is DENIED The Court is ofthe opinion that there was only one
way that the facts of this case could be tried before ajury That is to consider all of the multiple
businesses of the Coyne family as a single business and that all of the five siblings contributed
some more and some less to that family business This is exhibited to some extent by noting
that the proposed buy-out of the Plaintiff s interests in the family business was and is being
-3shy
paid based on promissory notes from three separate companies There was sufficient evidence
submitted to the jury for ajury to believe that four ofthe five siblings collectively cooperated to
squeeze a single sibling (plaintiff) out ofthe family business
3 Defendant Interstate Service Stations Holdings Incos Motion Under W VaRCP Rule 60(b) For Relief From Judgment
For the reasons stated above in No2 the ~ourt DENIES this Motion Interstate
Service Stations Holdings Inc is simply one of several companies that comprise the Coyne
family business
4 Plaintiffs Motion For Entry Of Judgment On The Jurv Verdict To Include Attorneys Fees And Prejudgment Interest
A Attorney Fees
Upon consideration of the evidence and for the reasons stated at the August 25 2016
hearing the Court finds that the Defendants engaged in vexatious and oppressive conduct
sufficient to warrant an award of Plaintiffs reasonable attorneys fees in this action The
evidence at trial described considerable acts that could be considered to be vexatious and
oppressive conduct by Defendants in squeezing their brother out of the family business
The Court cites an article authored by Defense Counsel Jeffrey P Ward Esq titled
Minority Shareholder Rights In Pennsylvania And Florida A Tale OTwo Very Different Viewi
which cites a string of different conduct that may be considered as oppressive in shareholder
rights cases His list includes refusing to provide infonnation to minority shareholders unjustly
tenninating employment (or threatening) attempting to buyout a minority shareholder at a
depressed price unequal bonuses using company money to fight a minority shareholders
2At trial the Court sustained the Defendants objection to allowing this January 28 20 IS article authored by Defendants lead counsel to be admitted into evidence by Plaintiffs counsel But the Court sees no reason that it is prohibited from taking notice of it in post-trial proceedings The Court admittedly does not recognize it as a published article but does recognize it as a learned article that bears on some of the issues in this case A copy ofthe article is attached to this Order
-4shy
attempt to attain or exercise hislher company rights usurping corporate opportunities etc
There was evidence in this case to support many of the examples ofoppressive conduct on the
authors list Therefore the Plaintiff is entitled to have Defendants to pay at least part of
Plaintiffs attorney fees
Plaintiff presented evidence that his attorneys fees and costs in connection with this
action were $193381166 as ofJuly 29 2016 Considering the complexity ofthis case the
element ofexpertise in a variety of business issues required of counsel and in part that Plaintiff
prevailed on two of his three claims and failed on the third the Court exercises its discretion and
finds that an award of 80 of the amount sought by Plaintiff as of July 29 2016 is reasonable
given the nature of this action experience of counsel and the jury award obtained Therefore
subtracting the total amount of the Bill of Costs (to be addressed infra) and applying 80 to the
attorneys fees submitted by Plaintiffresults in a total fee award for attorney fees as of July 29
2016 to be $151799640 Attorneys fees for services rendered after July 29 2016 may be
subject to supplemental fee petitions The judgment order entered in this action will reflect the
foregoing fee award It is therefore ORDERED that the sum 0[$151799640 will be included
in the Judgment Order ofthls case for Plaintiffs attorney fees
B Prejudgment Interest
The Court finds that the legal basis for this action is primarily tortious in nature
Therefore the net amount of the jury verdict in this action $323391100 is subject to
prejudgment interest from September 112012 the date the Defendants acted to redeem
Plaintiffs shares through the approximate date of entry of the judgment The Court further
finds that the appropriate interest r~te applicable to calculate prejudgment interest is the statutory
minimum rate of 7 per annum which results in interest accumulated for the Plaintiff as of
-5shy
December 5 2016 to be $95945246 It is therefore ORDERED that the Judgment Order
entered in this action shall include $95945246 as an award for prejudgment interest from
September 112012 until the approximate date judgment is entered in this case
5 Plaintiffs Bill of Costs
Upon consideration of the Bill of Costs submitted by Plaintiff pursuant W VaRCP Rule
S4(d) in the amount of$36316l6 and Defendants objections to the same the Court exercising
the Courts discretion hereby awards 50 of such costs - totaling $1815808 Said amount is
ORDERED to be included in the Judgment Order ofthis case
6 Judgment Order - A separate Final Judgment Order will be entered herewith in
conformance with the foregoing findings of fact and conclusions of law
Ohio CoynevTri-StatePetroetalPstTrMotOrd
- 6shy
IN THE CIRCUIT COURT OF omo COUNTY WEST VIRGINIA
KEVIN P COYNE
Plaintiff
v Civil Action No 14-C-200 r- Larry V Starcher Specialr~ud~
TRI-STATEPETROLEUM CORP a West Virginia Corporation EJC LEGACY INC a West Virginia Corporation INTERSTATE SERVICE STATrONS HOLDINGS INC a West Virginia Corporation CONVENIENCE REALTY LP a West Virginia Limited Partnership COLLEEN C McGLINN EDWARD J COYNE 11 ERIN C MERRICK I bull
- and SHEILA C ROMANEK
Defendants
ORDER REGARDING POST-TRIAL MOTIONS
This action was tried to an Ohio County West Virginia jury beginning on June 212016
and concluding on July 7 2016 At the conclusion of the eleven day trial the jury returned a
verdict finding as follows
a) In favor of Plaintiff Kevin P Coyne and against Defendants Colleen C McGlinn Edward J Coyne II Erin C Merrick and Sheila C Romanek on Plaintiffs claims for Breach ofFiduciary Duty in the amount of $505311100
b) In favor ofPlaintiff Kevin P Coyne and against all Defendants on his claims for Breach of Contract in the amount of$50531l100 and
c) In favor ofDefendant Colleen C McGlinn on Plaintiffs claims against her for Fraud
u C i r r--
C
When the verdict was returned the Court recognized that the exact same figure was filled
in on the verdict for two of the three separate claims The Court was then suspicious that the
jury verdict might be misinterpreted Therefore on the record the Courfmade inquiry of the jury
as to whether the $505311100 was a single number that covered both claims or was it intended
that each claim should be awarded that amount The jury confirmed that is was a single award
that was afforded jointly to both the Breach of Fiduciary Claim and the Breach of Contract
Claim
Furthermore prior to the jury rendering its verdict the Court with consent ofcounsel
instructed the jury to render their verdict as a full award without regard to any claimed set-off
for amounts already paid by the Defendants to the Plaintiff with any such set-off to be
determined and deducted by the Court from any jury verdict Also the Parties stipulated to a
set-off amount of$181920000 as amounts paid or due to be paid in the future under three
particular s promissory notes executed by the Defendants)
The Court also reserved the right to determine pre-jUdgment interest on any verdict
returned by the jury
Thereafter the Plaintiff and the Defendants filed the following Post-Trial Motions
a) Defendants Motion to Mould Verdict
b) Defendants Joint Motion for Judgment as a Matter of Law or in the Alternative ANew Trial
c) Defendant Interstate Service Stations Holdings Incs Motion Under W VaR CP Rule 60(b) For Relief From Judgment
d) Plaintiffs Motion to Enter Judgment on Jury Verdict to include Attorneys Fees and Pre-judgment Interest and
e) Plaintiffs Motion to Award Plaintiffs Bill of Costs
I The Court intends that the term Defendants in this case is to include one or more of the several corporations owned by the Coyne family andlor one or more of the individual siblings (other than the Plaintiff sibling)
-2shy
A hearing was held on all the above-referenced Post-Trial Motions on August 252016
And upon consideration ofthe parties Motions and Briefs argwnent by counsel and certain
stipulations of the Parties the Court ORDERS as follows
1 Defendants Motion To Mould Verdict
Based on stipulation of the Parties as to the amount of a set-off for amounts paid or due
to be paid over time pursuant to various promissory notes this Motion to Mould the Verdict is
GRANTED and the Court ORDERS that the Judgment Order is to reflect that the jUly verdict of
$505311100 is to be reduced by the stipulated set-off of$181920000 and will be entered in
the amount of $323391100 By consent of the parties this net verdict amount assumes
continued timely remittance of all remaining sums due and owing under three notes that
constitute the basis for this stipulation The notes are as follows
a) Promissory Note issued by EJe Legacy Inc in favor of Kevin P Coyne in the principal amount of $96000000 dated June 212013
b) Promissory Note issued by Interstate Service Stations Holdings Inc in favor of Kevin P Coyne in the principal amount of $6840000 dated June 212013 and
c) Promissory Note issued by Convenience Realty LP in favor of Kevin P Coyne in the principal amount of$32100000 dated June 21 2013
2 Defendants Joint Motion for Judgment as a Matter of Law or in the Alternative for a New Trial
The collective Defendants Motion for Judgment as a Matter of Law or in the
Alternative for a New Trial is DENIED The Court is ofthe opinion that there was only one
way that the facts of this case could be tried before ajury That is to consider all of the multiple
businesses of the Coyne family as a single business and that all of the five siblings contributed
some more and some less to that family business This is exhibited to some extent by noting
that the proposed buy-out of the Plaintiff s interests in the family business was and is being
-3shy
paid based on promissory notes from three separate companies There was sufficient evidence
submitted to the jury for ajury to believe that four ofthe five siblings collectively cooperated to
squeeze a single sibling (plaintiff) out ofthe family business
3 Defendant Interstate Service Stations Holdings Incos Motion Under W VaRCP Rule 60(b) For Relief From Judgment
For the reasons stated above in No2 the ~ourt DENIES this Motion Interstate
Service Stations Holdings Inc is simply one of several companies that comprise the Coyne
family business
4 Plaintiffs Motion For Entry Of Judgment On The Jurv Verdict To Include Attorneys Fees And Prejudgment Interest
A Attorney Fees
Upon consideration of the evidence and for the reasons stated at the August 25 2016
hearing the Court finds that the Defendants engaged in vexatious and oppressive conduct
sufficient to warrant an award of Plaintiffs reasonable attorneys fees in this action The
evidence at trial described considerable acts that could be considered to be vexatious and
oppressive conduct by Defendants in squeezing their brother out of the family business
The Court cites an article authored by Defense Counsel Jeffrey P Ward Esq titled
Minority Shareholder Rights In Pennsylvania And Florida A Tale OTwo Very Different Viewi
which cites a string of different conduct that may be considered as oppressive in shareholder
rights cases His list includes refusing to provide infonnation to minority shareholders unjustly
tenninating employment (or threatening) attempting to buyout a minority shareholder at a
depressed price unequal bonuses using company money to fight a minority shareholders
2At trial the Court sustained the Defendants objection to allowing this January 28 20 IS article authored by Defendants lead counsel to be admitted into evidence by Plaintiffs counsel But the Court sees no reason that it is prohibited from taking notice of it in post-trial proceedings The Court admittedly does not recognize it as a published article but does recognize it as a learned article that bears on some of the issues in this case A copy ofthe article is attached to this Order
-4shy
attempt to attain or exercise hislher company rights usurping corporate opportunities etc
There was evidence in this case to support many of the examples ofoppressive conduct on the
authors list Therefore the Plaintiff is entitled to have Defendants to pay at least part of
Plaintiffs attorney fees
Plaintiff presented evidence that his attorneys fees and costs in connection with this
action were $193381166 as ofJuly 29 2016 Considering the complexity ofthis case the
element ofexpertise in a variety of business issues required of counsel and in part that Plaintiff
prevailed on two of his three claims and failed on the third the Court exercises its discretion and
finds that an award of 80 of the amount sought by Plaintiff as of July 29 2016 is reasonable
given the nature of this action experience of counsel and the jury award obtained Therefore
subtracting the total amount of the Bill of Costs (to be addressed infra) and applying 80 to the
attorneys fees submitted by Plaintiffresults in a total fee award for attorney fees as of July 29
2016 to be $151799640 Attorneys fees for services rendered after July 29 2016 may be
subject to supplemental fee petitions The judgment order entered in this action will reflect the
foregoing fee award It is therefore ORDERED that the sum 0[$151799640 will be included
in the Judgment Order ofthls case for Plaintiffs attorney fees
B Prejudgment Interest
The Court finds that the legal basis for this action is primarily tortious in nature
Therefore the net amount of the jury verdict in this action $323391100 is subject to
prejudgment interest from September 112012 the date the Defendants acted to redeem
Plaintiffs shares through the approximate date of entry of the judgment The Court further
finds that the appropriate interest r~te applicable to calculate prejudgment interest is the statutory
minimum rate of 7 per annum which results in interest accumulated for the Plaintiff as of
-5shy
December 5 2016 to be $95945246 It is therefore ORDERED that the Judgment Order
entered in this action shall include $95945246 as an award for prejudgment interest from
September 112012 until the approximate date judgment is entered in this case
5 Plaintiffs Bill of Costs
Upon consideration of the Bill of Costs submitted by Plaintiff pursuant W VaRCP Rule
S4(d) in the amount of$36316l6 and Defendants objections to the same the Court exercising
the Courts discretion hereby awards 50 of such costs - totaling $1815808 Said amount is
ORDERED to be included in the Judgment Order ofthis case
6 Judgment Order - A separate Final Judgment Order will be entered herewith in
conformance with the foregoing findings of fact and conclusions of law
Ohio CoynevTri-StatePetroetalPstTrMotOrd
- 6shy
When the verdict was returned the Court recognized that the exact same figure was filled
in on the verdict for two of the three separate claims The Court was then suspicious that the
jury verdict might be misinterpreted Therefore on the record the Courfmade inquiry of the jury
as to whether the $505311100 was a single number that covered both claims or was it intended
that each claim should be awarded that amount The jury confirmed that is was a single award
that was afforded jointly to both the Breach of Fiduciary Claim and the Breach of Contract
Claim
Furthermore prior to the jury rendering its verdict the Court with consent ofcounsel
instructed the jury to render their verdict as a full award without regard to any claimed set-off
for amounts already paid by the Defendants to the Plaintiff with any such set-off to be
determined and deducted by the Court from any jury verdict Also the Parties stipulated to a
set-off amount of$181920000 as amounts paid or due to be paid in the future under three
particular s promissory notes executed by the Defendants)
The Court also reserved the right to determine pre-jUdgment interest on any verdict
returned by the jury
Thereafter the Plaintiff and the Defendants filed the following Post-Trial Motions
a) Defendants Motion to Mould Verdict
b) Defendants Joint Motion for Judgment as a Matter of Law or in the Alternative ANew Trial
c) Defendant Interstate Service Stations Holdings Incs Motion Under W VaR CP Rule 60(b) For Relief From Judgment
d) Plaintiffs Motion to Enter Judgment on Jury Verdict to include Attorneys Fees and Pre-judgment Interest and
e) Plaintiffs Motion to Award Plaintiffs Bill of Costs
I The Court intends that the term Defendants in this case is to include one or more of the several corporations owned by the Coyne family andlor one or more of the individual siblings (other than the Plaintiff sibling)
-2shy
A hearing was held on all the above-referenced Post-Trial Motions on August 252016
And upon consideration ofthe parties Motions and Briefs argwnent by counsel and certain
stipulations of the Parties the Court ORDERS as follows
1 Defendants Motion To Mould Verdict
Based on stipulation of the Parties as to the amount of a set-off for amounts paid or due
to be paid over time pursuant to various promissory notes this Motion to Mould the Verdict is
GRANTED and the Court ORDERS that the Judgment Order is to reflect that the jUly verdict of
$505311100 is to be reduced by the stipulated set-off of$181920000 and will be entered in
the amount of $323391100 By consent of the parties this net verdict amount assumes
continued timely remittance of all remaining sums due and owing under three notes that
constitute the basis for this stipulation The notes are as follows
a) Promissory Note issued by EJe Legacy Inc in favor of Kevin P Coyne in the principal amount of $96000000 dated June 212013
b) Promissory Note issued by Interstate Service Stations Holdings Inc in favor of Kevin P Coyne in the principal amount of $6840000 dated June 212013 and
c) Promissory Note issued by Convenience Realty LP in favor of Kevin P Coyne in the principal amount of$32100000 dated June 21 2013
2 Defendants Joint Motion for Judgment as a Matter of Law or in the Alternative for a New Trial
The collective Defendants Motion for Judgment as a Matter of Law or in the
Alternative for a New Trial is DENIED The Court is ofthe opinion that there was only one
way that the facts of this case could be tried before ajury That is to consider all of the multiple
businesses of the Coyne family as a single business and that all of the five siblings contributed
some more and some less to that family business This is exhibited to some extent by noting
that the proposed buy-out of the Plaintiff s interests in the family business was and is being
-3shy
paid based on promissory notes from three separate companies There was sufficient evidence
submitted to the jury for ajury to believe that four ofthe five siblings collectively cooperated to
squeeze a single sibling (plaintiff) out ofthe family business
3 Defendant Interstate Service Stations Holdings Incos Motion Under W VaRCP Rule 60(b) For Relief From Judgment
For the reasons stated above in No2 the ~ourt DENIES this Motion Interstate
Service Stations Holdings Inc is simply one of several companies that comprise the Coyne
family business
4 Plaintiffs Motion For Entry Of Judgment On The Jurv Verdict To Include Attorneys Fees And Prejudgment Interest
A Attorney Fees
Upon consideration of the evidence and for the reasons stated at the August 25 2016
hearing the Court finds that the Defendants engaged in vexatious and oppressive conduct
sufficient to warrant an award of Plaintiffs reasonable attorneys fees in this action The
evidence at trial described considerable acts that could be considered to be vexatious and
oppressive conduct by Defendants in squeezing their brother out of the family business
The Court cites an article authored by Defense Counsel Jeffrey P Ward Esq titled
Minority Shareholder Rights In Pennsylvania And Florida A Tale OTwo Very Different Viewi
which cites a string of different conduct that may be considered as oppressive in shareholder
rights cases His list includes refusing to provide infonnation to minority shareholders unjustly
tenninating employment (or threatening) attempting to buyout a minority shareholder at a
depressed price unequal bonuses using company money to fight a minority shareholders
2At trial the Court sustained the Defendants objection to allowing this January 28 20 IS article authored by Defendants lead counsel to be admitted into evidence by Plaintiffs counsel But the Court sees no reason that it is prohibited from taking notice of it in post-trial proceedings The Court admittedly does not recognize it as a published article but does recognize it as a learned article that bears on some of the issues in this case A copy ofthe article is attached to this Order
-4shy
attempt to attain or exercise hislher company rights usurping corporate opportunities etc
There was evidence in this case to support many of the examples ofoppressive conduct on the
authors list Therefore the Plaintiff is entitled to have Defendants to pay at least part of
Plaintiffs attorney fees
Plaintiff presented evidence that his attorneys fees and costs in connection with this
action were $193381166 as ofJuly 29 2016 Considering the complexity ofthis case the
element ofexpertise in a variety of business issues required of counsel and in part that Plaintiff
prevailed on two of his three claims and failed on the third the Court exercises its discretion and
finds that an award of 80 of the amount sought by Plaintiff as of July 29 2016 is reasonable
given the nature of this action experience of counsel and the jury award obtained Therefore
subtracting the total amount of the Bill of Costs (to be addressed infra) and applying 80 to the
attorneys fees submitted by Plaintiffresults in a total fee award for attorney fees as of July 29
2016 to be $151799640 Attorneys fees for services rendered after July 29 2016 may be
subject to supplemental fee petitions The judgment order entered in this action will reflect the
foregoing fee award It is therefore ORDERED that the sum 0[$151799640 will be included
in the Judgment Order ofthls case for Plaintiffs attorney fees
B Prejudgment Interest
The Court finds that the legal basis for this action is primarily tortious in nature
Therefore the net amount of the jury verdict in this action $323391100 is subject to
prejudgment interest from September 112012 the date the Defendants acted to redeem
Plaintiffs shares through the approximate date of entry of the judgment The Court further
finds that the appropriate interest r~te applicable to calculate prejudgment interest is the statutory
minimum rate of 7 per annum which results in interest accumulated for the Plaintiff as of
-5shy
December 5 2016 to be $95945246 It is therefore ORDERED that the Judgment Order
entered in this action shall include $95945246 as an award for prejudgment interest from
September 112012 until the approximate date judgment is entered in this case
5 Plaintiffs Bill of Costs
Upon consideration of the Bill of Costs submitted by Plaintiff pursuant W VaRCP Rule
S4(d) in the amount of$36316l6 and Defendants objections to the same the Court exercising
the Courts discretion hereby awards 50 of such costs - totaling $1815808 Said amount is
ORDERED to be included in the Judgment Order ofthis case
6 Judgment Order - A separate Final Judgment Order will be entered herewith in
conformance with the foregoing findings of fact and conclusions of law
Ohio CoynevTri-StatePetroetalPstTrMotOrd
- 6shy
A hearing was held on all the above-referenced Post-Trial Motions on August 252016
And upon consideration ofthe parties Motions and Briefs argwnent by counsel and certain
stipulations of the Parties the Court ORDERS as follows
1 Defendants Motion To Mould Verdict
Based on stipulation of the Parties as to the amount of a set-off for amounts paid or due
to be paid over time pursuant to various promissory notes this Motion to Mould the Verdict is
GRANTED and the Court ORDERS that the Judgment Order is to reflect that the jUly verdict of
$505311100 is to be reduced by the stipulated set-off of$181920000 and will be entered in
the amount of $323391100 By consent of the parties this net verdict amount assumes
continued timely remittance of all remaining sums due and owing under three notes that
constitute the basis for this stipulation The notes are as follows
a) Promissory Note issued by EJe Legacy Inc in favor of Kevin P Coyne in the principal amount of $96000000 dated June 212013
b) Promissory Note issued by Interstate Service Stations Holdings Inc in favor of Kevin P Coyne in the principal amount of $6840000 dated June 212013 and
c) Promissory Note issued by Convenience Realty LP in favor of Kevin P Coyne in the principal amount of$32100000 dated June 21 2013
2 Defendants Joint Motion for Judgment as a Matter of Law or in the Alternative for a New Trial
The collective Defendants Motion for Judgment as a Matter of Law or in the
Alternative for a New Trial is DENIED The Court is ofthe opinion that there was only one
way that the facts of this case could be tried before ajury That is to consider all of the multiple
businesses of the Coyne family as a single business and that all of the five siblings contributed
some more and some less to that family business This is exhibited to some extent by noting
that the proposed buy-out of the Plaintiff s interests in the family business was and is being
-3shy
paid based on promissory notes from three separate companies There was sufficient evidence
submitted to the jury for ajury to believe that four ofthe five siblings collectively cooperated to
squeeze a single sibling (plaintiff) out ofthe family business
3 Defendant Interstate Service Stations Holdings Incos Motion Under W VaRCP Rule 60(b) For Relief From Judgment
For the reasons stated above in No2 the ~ourt DENIES this Motion Interstate
Service Stations Holdings Inc is simply one of several companies that comprise the Coyne
family business
4 Plaintiffs Motion For Entry Of Judgment On The Jurv Verdict To Include Attorneys Fees And Prejudgment Interest
A Attorney Fees
Upon consideration of the evidence and for the reasons stated at the August 25 2016
hearing the Court finds that the Defendants engaged in vexatious and oppressive conduct
sufficient to warrant an award of Plaintiffs reasonable attorneys fees in this action The
evidence at trial described considerable acts that could be considered to be vexatious and
oppressive conduct by Defendants in squeezing their brother out of the family business
The Court cites an article authored by Defense Counsel Jeffrey P Ward Esq titled
Minority Shareholder Rights In Pennsylvania And Florida A Tale OTwo Very Different Viewi
which cites a string of different conduct that may be considered as oppressive in shareholder
rights cases His list includes refusing to provide infonnation to minority shareholders unjustly
tenninating employment (or threatening) attempting to buyout a minority shareholder at a
depressed price unequal bonuses using company money to fight a minority shareholders
2At trial the Court sustained the Defendants objection to allowing this January 28 20 IS article authored by Defendants lead counsel to be admitted into evidence by Plaintiffs counsel But the Court sees no reason that it is prohibited from taking notice of it in post-trial proceedings The Court admittedly does not recognize it as a published article but does recognize it as a learned article that bears on some of the issues in this case A copy ofthe article is attached to this Order
-4shy
attempt to attain or exercise hislher company rights usurping corporate opportunities etc
There was evidence in this case to support many of the examples ofoppressive conduct on the
authors list Therefore the Plaintiff is entitled to have Defendants to pay at least part of
Plaintiffs attorney fees
Plaintiff presented evidence that his attorneys fees and costs in connection with this
action were $193381166 as ofJuly 29 2016 Considering the complexity ofthis case the
element ofexpertise in a variety of business issues required of counsel and in part that Plaintiff
prevailed on two of his three claims and failed on the third the Court exercises its discretion and
finds that an award of 80 of the amount sought by Plaintiff as of July 29 2016 is reasonable
given the nature of this action experience of counsel and the jury award obtained Therefore
subtracting the total amount of the Bill of Costs (to be addressed infra) and applying 80 to the
attorneys fees submitted by Plaintiffresults in a total fee award for attorney fees as of July 29
2016 to be $151799640 Attorneys fees for services rendered after July 29 2016 may be
subject to supplemental fee petitions The judgment order entered in this action will reflect the
foregoing fee award It is therefore ORDERED that the sum 0[$151799640 will be included
in the Judgment Order ofthls case for Plaintiffs attorney fees
B Prejudgment Interest
The Court finds that the legal basis for this action is primarily tortious in nature
Therefore the net amount of the jury verdict in this action $323391100 is subject to
prejudgment interest from September 112012 the date the Defendants acted to redeem
Plaintiffs shares through the approximate date of entry of the judgment The Court further
finds that the appropriate interest r~te applicable to calculate prejudgment interest is the statutory
minimum rate of 7 per annum which results in interest accumulated for the Plaintiff as of
-5shy
December 5 2016 to be $95945246 It is therefore ORDERED that the Judgment Order
entered in this action shall include $95945246 as an award for prejudgment interest from
September 112012 until the approximate date judgment is entered in this case
5 Plaintiffs Bill of Costs
Upon consideration of the Bill of Costs submitted by Plaintiff pursuant W VaRCP Rule
S4(d) in the amount of$36316l6 and Defendants objections to the same the Court exercising
the Courts discretion hereby awards 50 of such costs - totaling $1815808 Said amount is
ORDERED to be included in the Judgment Order ofthis case
6 Judgment Order - A separate Final Judgment Order will be entered herewith in
conformance with the foregoing findings of fact and conclusions of law
Ohio CoynevTri-StatePetroetalPstTrMotOrd
- 6shy
paid based on promissory notes from three separate companies There was sufficient evidence
submitted to the jury for ajury to believe that four ofthe five siblings collectively cooperated to
squeeze a single sibling (plaintiff) out ofthe family business
3 Defendant Interstate Service Stations Holdings Incos Motion Under W VaRCP Rule 60(b) For Relief From Judgment
For the reasons stated above in No2 the ~ourt DENIES this Motion Interstate
Service Stations Holdings Inc is simply one of several companies that comprise the Coyne
family business
4 Plaintiffs Motion For Entry Of Judgment On The Jurv Verdict To Include Attorneys Fees And Prejudgment Interest
A Attorney Fees
Upon consideration of the evidence and for the reasons stated at the August 25 2016
hearing the Court finds that the Defendants engaged in vexatious and oppressive conduct
sufficient to warrant an award of Plaintiffs reasonable attorneys fees in this action The
evidence at trial described considerable acts that could be considered to be vexatious and
oppressive conduct by Defendants in squeezing their brother out of the family business
The Court cites an article authored by Defense Counsel Jeffrey P Ward Esq titled
Minority Shareholder Rights In Pennsylvania And Florida A Tale OTwo Very Different Viewi
which cites a string of different conduct that may be considered as oppressive in shareholder
rights cases His list includes refusing to provide infonnation to minority shareholders unjustly
tenninating employment (or threatening) attempting to buyout a minority shareholder at a
depressed price unequal bonuses using company money to fight a minority shareholders
2At trial the Court sustained the Defendants objection to allowing this January 28 20 IS article authored by Defendants lead counsel to be admitted into evidence by Plaintiffs counsel But the Court sees no reason that it is prohibited from taking notice of it in post-trial proceedings The Court admittedly does not recognize it as a published article but does recognize it as a learned article that bears on some of the issues in this case A copy ofthe article is attached to this Order
-4shy
attempt to attain or exercise hislher company rights usurping corporate opportunities etc
There was evidence in this case to support many of the examples ofoppressive conduct on the
authors list Therefore the Plaintiff is entitled to have Defendants to pay at least part of
Plaintiffs attorney fees
Plaintiff presented evidence that his attorneys fees and costs in connection with this
action were $193381166 as ofJuly 29 2016 Considering the complexity ofthis case the
element ofexpertise in a variety of business issues required of counsel and in part that Plaintiff
prevailed on two of his three claims and failed on the third the Court exercises its discretion and
finds that an award of 80 of the amount sought by Plaintiff as of July 29 2016 is reasonable
given the nature of this action experience of counsel and the jury award obtained Therefore
subtracting the total amount of the Bill of Costs (to be addressed infra) and applying 80 to the
attorneys fees submitted by Plaintiffresults in a total fee award for attorney fees as of July 29
2016 to be $151799640 Attorneys fees for services rendered after July 29 2016 may be
subject to supplemental fee petitions The judgment order entered in this action will reflect the
foregoing fee award It is therefore ORDERED that the sum 0[$151799640 will be included
in the Judgment Order ofthls case for Plaintiffs attorney fees
B Prejudgment Interest
The Court finds that the legal basis for this action is primarily tortious in nature
Therefore the net amount of the jury verdict in this action $323391100 is subject to
prejudgment interest from September 112012 the date the Defendants acted to redeem
Plaintiffs shares through the approximate date of entry of the judgment The Court further
finds that the appropriate interest r~te applicable to calculate prejudgment interest is the statutory
minimum rate of 7 per annum which results in interest accumulated for the Plaintiff as of
-5shy
December 5 2016 to be $95945246 It is therefore ORDERED that the Judgment Order
entered in this action shall include $95945246 as an award for prejudgment interest from
September 112012 until the approximate date judgment is entered in this case
5 Plaintiffs Bill of Costs
Upon consideration of the Bill of Costs submitted by Plaintiff pursuant W VaRCP Rule
S4(d) in the amount of$36316l6 and Defendants objections to the same the Court exercising
the Courts discretion hereby awards 50 of such costs - totaling $1815808 Said amount is
ORDERED to be included in the Judgment Order ofthis case
6 Judgment Order - A separate Final Judgment Order will be entered herewith in
conformance with the foregoing findings of fact and conclusions of law
Ohio CoynevTri-StatePetroetalPstTrMotOrd
- 6shy
attempt to attain or exercise hislher company rights usurping corporate opportunities etc
There was evidence in this case to support many of the examples ofoppressive conduct on the
authors list Therefore the Plaintiff is entitled to have Defendants to pay at least part of
Plaintiffs attorney fees
Plaintiff presented evidence that his attorneys fees and costs in connection with this
action were $193381166 as ofJuly 29 2016 Considering the complexity ofthis case the
element ofexpertise in a variety of business issues required of counsel and in part that Plaintiff
prevailed on two of his three claims and failed on the third the Court exercises its discretion and
finds that an award of 80 of the amount sought by Plaintiff as of July 29 2016 is reasonable
given the nature of this action experience of counsel and the jury award obtained Therefore
subtracting the total amount of the Bill of Costs (to be addressed infra) and applying 80 to the
attorneys fees submitted by Plaintiffresults in a total fee award for attorney fees as of July 29
2016 to be $151799640 Attorneys fees for services rendered after July 29 2016 may be
subject to supplemental fee petitions The judgment order entered in this action will reflect the
foregoing fee award It is therefore ORDERED that the sum 0[$151799640 will be included
in the Judgment Order ofthls case for Plaintiffs attorney fees
B Prejudgment Interest
The Court finds that the legal basis for this action is primarily tortious in nature
Therefore the net amount of the jury verdict in this action $323391100 is subject to
prejudgment interest from September 112012 the date the Defendants acted to redeem
Plaintiffs shares through the approximate date of entry of the judgment The Court further
finds that the appropriate interest r~te applicable to calculate prejudgment interest is the statutory
minimum rate of 7 per annum which results in interest accumulated for the Plaintiff as of
-5shy
December 5 2016 to be $95945246 It is therefore ORDERED that the Judgment Order
entered in this action shall include $95945246 as an award for prejudgment interest from
September 112012 until the approximate date judgment is entered in this case
5 Plaintiffs Bill of Costs
Upon consideration of the Bill of Costs submitted by Plaintiff pursuant W VaRCP Rule
S4(d) in the amount of$36316l6 and Defendants objections to the same the Court exercising
the Courts discretion hereby awards 50 of such costs - totaling $1815808 Said amount is
ORDERED to be included in the Judgment Order ofthis case
6 Judgment Order - A separate Final Judgment Order will be entered herewith in
conformance with the foregoing findings of fact and conclusions of law
Ohio CoynevTri-StatePetroetalPstTrMotOrd
- 6shy
December 5 2016 to be $95945246 It is therefore ORDERED that the Judgment Order
entered in this action shall include $95945246 as an award for prejudgment interest from
September 112012 until the approximate date judgment is entered in this case
5 Plaintiffs Bill of Costs
Upon consideration of the Bill of Costs submitted by Plaintiff pursuant W VaRCP Rule
S4(d) in the amount of$36316l6 and Defendants objections to the same the Court exercising
the Courts discretion hereby awards 50 of such costs - totaling $1815808 Said amount is
ORDERED to be included in the Judgment Order ofthis case
6 Judgment Order - A separate Final Judgment Order will be entered herewith in
conformance with the foregoing findings of fact and conclusions of law
Ohio CoynevTri-StatePetroetalPstTrMotOrd
- 6shy