United States District Court, N.D. Oklahoma
WOOLSLAYER COMPANIES, INC., Plaintiff, and JOSEPH WOOLSLAYER, HOMER J. WOOLSLAYER, and JOHN M. WOOSLAYER, Plaintiff-Intervenors,
JEANNIE WOOLSLAYER, Defendant.
OPINION AND ORDER
V. EAGAN, UNITED STATES DISTRICT JUDGE.
before the Court are defendant Jeannie Woolslayer's
motions to dismiss the original complaint and the complaint
in intervention (Dkt. ## 12, 27). Jeannie Woolslayer asks the
Court to dismiss plaintiff Woolslayer Companies, Inc.'s
(WCI's) complaint (Dkt. # 2) on the grounds that she has
filed a Texas state court lawsuit presenting identical
factual and legal issues. Dkt. # 12, at 1-2. Intervening
plaintiffs filed a motion to intervene (Dkt. # 8) to protect
the value of their shares of WCI, and that motion was
granted. Dkt. # 18. WCI and intervening plaintiffs filed
responses to Jeannie Woolslayer's motion to dismiss the
original complaint (Dkt. ## 20, 25) and Jeannie Woolslayer
filed replies (Dkt. ## 23, 28). Jeannie Woolslayer also filed
a separate motion to dismiss the complaint in intervention
(Dkt. # 27).
Woolslayer was married to Joseph R. Woolslayer prior to his
death on July 26, 2018. Dkt. # 2, at 2, 5. Joseph R.
Woolslayer had acted in a variety of capacities for WCI, a
privately-held oil and gas company. Id. at 2. In
2000, WCI amended its certificate of incorporation to
authorize 100 shares of voting Class A Common Stock and 99,
900 shares of non-voting Class B Common Stock. Id.
Joseph R. Woolslayer owned all of the common stock that had
been issued. Id. at 3. Subsequently, Joseph R.
Woolslayer transferred 10, 000 shares of Class B stock to
Jeannie Woolslayer, and retained 10, 000 shares of Class B
stock for himself. Id. Prior to the transfer of 10,
000 shares to Jeannie Woolslayer, WCI had the Class A stock
and Class B stock independently appraised. Id. The
Class B stock was valued at a discount due to its non-voting
10, 2018, WCI, Joseph R. Woolslayer, and Jeannie Woolslayer
entered into an agreement (Redemption Agreement) for the
redemption by WCI of either Jeannie Woolslayer's or
Joseph R. Woolslayer's stock, should either of them
predecease the other. Id. at 3-4. The Redemption
Agreement was obligatory for WCI should Joseph R. Woolslayer
or Jeannie Woolslayer choose to exercise their option to
redeem. Id. at 4. The portion of the Redemption
Agreement providing the price of redemption states:
The price of the stock of each party to this agreement to be
sold pursuant to this Agreement must be determined by
appraisal of the fair market value of WCI. One appraiser
shall be selected by WCI and one appraiser shall be selected
by the Shareholder or the personal representative of a
deceased Shareholder. In the event that both appraisers
cannot agree on a value, they shall appoint a third appraiser
whose valuation shall be binding on all parties. The
appraisal must be completed within sixty (60) days of the
triggering event. The cost of the appraisals shall be
borne 50% by WCI and 50% by the selling shareholder or the
estate of the selling shareholder.
Dkt. # 2-1, at 4 (emphasis added). The parties dispute
whether a discount should apply to the Redemption Agreement,
as there is no express provision in the Redemption Agreement
regarding a discount to be applied. Dkt. # 2, at 5. Once
Joseph R. Woolslayer died, 10, 000 shares of his Class B
stock were transferred to Jeannie Woolslayer. Id. On
May 17, 2019, Jeannie Woolslayer gave written notice of her
election that WCI redeem her 20, 000 shares pursuant to the
Redemption Agreement. Id. The parties dispute
whether WCI caused an independent appraisal of Jeannie
Woolslayer's stock. Compare id. at 6 with Dkt. #
12, at 4. However, the parties do not dispute that Jeannie
Woolslayer caused an independent appraisal of her stock. Dkt.
# 2, at 6. On June 12, 2019, WCI offered Jeannie Woolslayer a
sum of $1, 600, 000 in consideration for her 10, 000 shares
of Class B stock. Id. This amount represented a
discounted value of Jeannie Woolslayer's stock.
Id. at 7. Jeannie Woolslayer refused the offer.
30, 2019, Jeannie Woolslayer filed a lawsuit against WCI and
intervening plaintiffs in Texas state court. See Jeannie
Woolslayer v. Lee C. Moore, Inc. a/k/a Woolslayer
Companies, Inc. et al., Cause No. DC-19-10734
in the 298th Judicial District of Dallas County. Id.
at 6. Jeannie Woolslayer claimed, inter alia, that
WCI has breached the Redemption Agreement by failing to
complete the appraisal process within sixty (60) days of
Jeannie triggering the redemption of the stock. WCI has
made an anticipatory breach of the contract by proclaiming
that it will not go forward with the contractual redemption
of Jeannie's shares without a Court order.
Jeannie has been damaged by WCI's breach and anticipatory
breach of the Redemption Agreement, and seeks specific
performance of the Redemption Agreement and all attendant
Dkt. # 2-5, at 8-9 (emphasis added). Jeannie Woolslayer also
claims tortious interference with an existing contract
against intervening plaintiffs. Id. at 9. On October
3, 2019, intervening plaintiffs removed the Texas state case
to the U.S. District Court for the Northern District of Texas
(Case No. 19-CV-02360-L). Dkt. # 25, at 2.
August 7, 2019, after the Texas case had been filed, WCI
filed this lawsuit seeking a declaratory judgment that
Jeannie Woolslayer's stock is not subject to a discount.
Dkt. # 2, at 8. WCI requested that
the Court determine the rights and obligations of the parties
under the Agreement and issue Declaratory Judgment as to
whether, for purposes of the purchase price to be paid
Jeannie pursuant to the Agreement, the value of Jeannie's
Class B Common Stock should or should not be ...