Bullinger Enterprises v. Dahl, et al.
Annotate this CaseBullinger Enterprises, LLLP appealed a district court’s judgment dismissing Bullinger Enterprises’ claims against Howard Dahl, Brian Dahl, and Thor Iverson (collectively, the Dahls). Bullinger Enterprises was owned by Michael Bullinger. In 2001, Bullinger Enterprises, Howard Dahl and Brian Dahl each acquired separate interests in the agricultural equipment manufacturing company Wil-Rich. The Dahls also owned Amity Technology, LLC (Amity). Amity manufactured sugar beet harvesters and air drill seeders. During 2010, Howard was seeking an equity investor to help Amity sell air drill seeders, a new product that had not yet achieved significant sales. Because of the common ownership and operational interactions between Amity and Wil-Rich, Howard asked Michael if he would be interested in having Wil-Rich included in a potential deal. Michael agreed; Howard and Thor Iverson later began negotiations with a potential investor, AGCO Corporation (AGCO). In October 2010, Thor emailed Michael a summary of the negotiations he had with AGCO which proposed a joint venture. Following the exchange of ownership, Amity entirely owned Wil-Rich and the prior owners of Wil-Rich owned an interest in Amity. Amity transferred its air drill seeder business to Wil-Rich. The joint venture between Amity and AGCO moved forward with Amity selling 50% of the Wil-Rich stock to AGCO for $30 million. Wil-Rich was then renamed AGCO-Amity JV, LLC, a joint venture owned by Amity and AGCO. By January 2012, Michael became concerned about the AGCO-Amity JV, LCC operations, specifically that the air drill seeder sales were under performing while the Wil-Rich related sales were over performing. In July 2018, Bullinger Enterprises commenced this action alleging claims of breach of fiduciary duties and deceit. All the claims arise from Bullinger Enterprises’ allegation that the Dahls misrepresented to him that AGCO set the value of Wil-Rich at $20 million and AGCO was not willing to value Wil-Rich any higher. Bullinger Enterprises claimed the misrepresentations led to a misallocation of the ownership of Amity following the exchange of the ownership of Wil-Rich for ownership in Amity. Bullinger Enterprises argued the district court erred in concluding its claims accrued no later than the end of March 2012 and, as a result, the claims are barred by the statute of limitations. Finding no reversible error, the North Dakota Supreme Court affirmed the district court’s judgment.
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