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Anderson v. Deere & Co.

Supreme Court of Montana

October 23, 2018

MILTON McKEE ANDERSON, Plaintiff and Appellee,
v.
DEERE & COMPANY; JOHN DEERE COMPANY; SCOTT HACKLEY; and JOHN DOES 1 through 10, Defendants and Appellants.

          Submitted on Briefs: August 1, 2018

          APPEAL FROM: District Court of the Fourth Judicial District, In and For the County of Missoula, Cause No. DV-16-471 Honorable Robert L. Deschamps, III, Presiding Judge

          For Appellants: Perry J. Schneider, Rachel H. Parkin, Milodragovich, Dale, & Steinbrenner, P.C., Missoula, Montana

          For Appellee: Robert K. Baldwin, Jeffrey J. Tierney, Goetz, Baldwin & Geddes, P.C., Bozeman, Montana

          OPINION

          JIM RICE JUSTICE

         ¶1 The above-named Appellants (Deere) appeal from an order entered by the Fourth Judicial District Court, Missoula County, denying their motion to compel arbitration of claims brought by Appellee Milton Anderson (Anderson). We affirm, addressing the following issue:

         Did the District Court err by denying Deere's Motion to Compel Arbitration?

         FACTUAL AND PROCEDURAL BACKGROUND[1]

         ¶2 Anderson owned an interest in Air Bozeman Rental LLP (Air Bozeman), doing business as Frontline Ag. In 2003, Air Bozeman entered a "John Deere Agricultural Dealer Agreement" (Dealer Agreement or Agreement) with the John Deere Company, which established Air Bozeman as a John Deere agricultural equipment dealer, and began operating Deere dealerships in Conrad and Choteau, Montana. Prior to Air Bozeman's ownership, these dealerships had annual gross sales of under $1 million. In 2004, under Air Bozeman's operation, the dealerships achieved gross sales of over $9 million. In 2005, Anderson and others formed a new business entity, Frontline Ag, LLC (Frontline). Frontline and Deere signed an amendment to the Dealer Agreement reflecting the change in ownership of the dealerships from Air Bozeman to Frontline, and subsequent Dealer Agreements were entered in the name of Frontline. Anderson signed the Dealer Agreements as the "managing partner" of Air Bozeman and Frontline. The Dealer Agreements contained an Arbitration Clause requiring arbitration of disputes between Deere and the Dealer. Anderson also signed two personal guarantees to guarantee the financial performance of the dealerships to Deere. Anderson signed these in a personal capacity, but neither personal guarantee agreement addressed arbitration of disputes.

         ¶3 In early 2012, Frontline undertook negotiations lasting several months to acquire the Deere dealership in Dillon, Montana. The purchase of the Dillon dealership by Frontline was subject to Deere's approval. In May or June of 2012, Frontline representatives met with Deere representatives to obtain Deere's approval of the purchase. At the end of that meeting, a Deere representative allegedly told the Frontline representatives that before they could acquire the Dillion dealership or expand any further, Frontline needed to "get rid of McKee Anderson." The Deere representative did not provide an explanation for Deere's demand that Frontline disassociate Anderson from the company. Anderson alleges Deere preferred that a different Deere dealer, Moodie Implement Company (Moodie Implement), acquire the Dillion dealership.

         ¶4 Frontline had also become interested in purchasing Moodie Implement and working with Bos Terra Land & Cattle Corporation to acquire capital for the Moodie Implement purchase. In spring of 2013, Frontline representatives met with Deere representatives to discuss a purchase of Moodie Implement. Allegedly, Deere representatives reiterated to Frontline representatives that Frontline would have to oust Anderson before Deere would allow them to grow any further.

         ¶5 Frontline conveyed that Frontline did not want to oust Anderson, and asked a Deere representative why Deere wanted Anderson removed. The Deere representative allegedly responded simply that the issue was "done" and that Deere's mind could not be changed. It thus became clear to Frontline that Deere would not allow Frontline to grow any further until Anderson left the company.

         ¶6 Although Anderson did not wish to leave Frontline, he worried that his continued involvement would cause Deere to take actions that would reduce Frontline to asset value. This would deprive Anderson and Frontline's other members of the equity they had contributed to and built up in Frontline. After the members of Frontline voted not to remove Anderson, a Deere representative allegedly visited Frontline's office in Conrad and stated to a Frontline representative that unless Anderson was removed from Frontline, Deere would reduce Frontline "to assets."

         ¶7 Consequently, Anderson and Frontline executed a Membership Redemption Agreement (Redemption Agreement) in October 2013 to purchase Anderson's interest in Frontline and discontinue his role in the company. The Redemption Agreement provided favorable terms to Frontline for its purchase of Anderson's 18.11% interest in the company, including a price of $2, 054, 000-which was based upon asset value rather than fair market value-payments over time, a low interest rate, and Anderson's assumption ...


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