BARBARA A. NEEDHAM, individually and as Personal Representative of THE ESTATE OF CHARLES KELLY KLUVER, Plaintiffs and Appellees,
KARSON KLUVER and GENIE LAND COMPANY, a Montana Corporation, Defendants and Appellants.
Submitted on Briefs: April 3, 2019
District Court of the Sixteenth Judicial District, In and For
the County of Rosebud, Cause No. DV 17-35 Honorable Nickolas
C. Murnion, Presiding Judge.
Appellants: Christopher J. King, Clark King & Michel,
P.C., Worland, Wyoming
Appellees: John R. Christensen, Christensen Fulton &
Filz, PLLC, Billings, Montana
L. Breitenbach, Hedger Friend, PLLC, Billings, Montana
Jeremiah Shea, Justice.
Appellants Karson Kluver and Genie Land Company, a Montana
Corporation, (collectively "Kluver") appeal the
Order of Sixteenth Judicial District Court, Rosebud County,
granting summary judgment in favor of Barbara Needham, in her
capacity as the Personal Representative of the Estate of
Charles Kelly Kluver (Estate), and denying Kluver's
cross-motion for summary judgment. We address the following
the District Court erred in granting summary judgment in
favor of the Estate and by denying Kluver's cross-motion
for summary judgment.
AND FACTUAL BACKGROUND
On September 13, 1977, Genie Land Company (Genie) was
incorporated by its first president, Genie Philbrick Fulmer.
Fulmer was the grandmother of brothers Charles Kelly Kluver
(Kelly) and Karson Kluver (Karson). On June 4, 2005, after
Fulmer passed, Kelly and Karson became the sole shareholders
of Genie. Each received one-half of Genie's corporate
When Kelly and Karson became the sole shareholders, Article
IV, Section 4 of Genie's corporate by-laws contained a
transfer restriction provision, which provided:
Shares of stock shall be transferred only on the books of the
company by the holder thereof and may be transferred only to
(1) the corporation, (2) one or more descendants of GENIE
PHILBRICK FULMER, or (3) a third party, however, any transfer
to a third person who is not already a stockholder in the
corporation must be approved in advance by vote or written
consent of all of the remaining stockholders of the
corporation. Further, upon the death of any stockholder, the
corporation shall have the right to redeem the stock at its
book value and for this purpose, book value is defined as the
amount at which stock is carried in the books of the
corporation on the basis of tangible assets and any undivided
profits, but not including intangible assets.
I, Section 8 of Genie's by-laws additionally provided
that: "Any action required to be taken at a meeting of
the shareholders may be taken without a meeting if a consent
in writing, setting forth the action so taken, shall be
signed by all the shareholders entitled to vote with respect
to the subject matter thereof." Finally, Article VII,
Section 1 of Genie's by-laws provided that:
"Amendments to these by-laws may be made by a vote of
the stockholders representing a two-thirds majority ...