founded by her father the late dr wayne ryan and which she formerly formerly owned shares until two thousand and twelve she's also sued her sister conny ryan who is now the current president c e o and  shareholder and director of struck the core allegation of stacey's complaint was that she was defrauded in the forced sale of her stock in two thousand and twelve had she known what conny ryan knew and had she known what conny ryan was doing at that time and in the months leading up to that sale she would not have agreed to sell her shares to the company on august twenty second two thousand and twelve through a separately negotiated stock purchase agreement the district court dismissed the bulk of stacy's claims in the complaint for one reason the district court believed stacy could not allege any wrongful act by kani or struck caused her loss which is the difference in the value of her shares purchased in august two thousand and twelve versus what we believe the fair market value actually was at that time based on evidence suggesting that conny ryan and officers of struck knew that the value was substantially more than what they offered in what they ultimately purchased the shares for at that time we believe the district court misunderstood the allegations in the complaint she alleged and it is true that struck was entitle to redeem her shares at a time that it cho but it had to redeem and it had to pay the fair market value of the shares not just whatever value it put forth in the stock purchase agreement for whether whether if she had and in the fair market value but what you concentrate you concentrated on she was forced to sell and the district court under the stock purchase agreement in the but she she was shareholder when this stock purchase agreement signed right now forced to sell under the roof the revised redemption agreement well we just had in deed which indeed the company that exercise it's our it's  it's an option or right to to compel her to sell that's it isn't is that wrong what's wrong with that well we believe that the company and the company and through through its officers including with the what they were thinking question is did the contract give the company the right to purchase the shares and did they exercise well we believe all that happened before the stock purchase agreement well we believe that the the purchase of the shares was affection waded through that stock purchase agreement that was separately negotiated and superseded anything that was set forth in the revised redemption agreement and then the course of the board well we've made parties proceeded in this case they proceeded dr ryan as the then c e o of the company offered to the ryan siblings safety ryan included offer to all of them as we've alleged we would like to consider buying back all of your shares but if you would like to keep all of your shares let me know and we'll do that will proceed on that basis so they didn't utilize the the at will i guess option to purchase  i would point to the complaints paragraph thirty four thirty five forty three forty five fifty three fifty one fifty six and sixty four and those are paragraphs in which stacie ryan has alleged  communications with dr ryan and how dr ryan was acting according to this according to the redemption agreements that were in place with all of the ryan's siblings except for carney ryan which is of course something we've alleged that stacy ryan did not know the ryan siblings including stacy we're operating under the assumption that each and every one of their siblings including conny ryan had the same exact redemption agreement in place and were subject to all of the same redemption obligations so this is a family corporation founded by dr ryan and the only other shareholders at the time besides him where his wife and his his children and their three other siblings well let me ask you this the stock purchase agreement recites that the company has exercised his right to purchase the shares under the stock redemption agreement and it also goes on every side that the price being paid under the stock purchase agreement is equal to or greater than what they would have received on the stock purchase agreement so basically dr ryan saying we're going to give you something more than what you're entitled to is that right recycles incorrect it is based on what we've now  allege because it was not it was not fair market value all that's not what and that's not what the stock purchase agreement says the stock purchase agreement says well no the redemption agreement says that the fair market value is going to be determined pursuant to the valuation by who is a jurist what's the name of the qataris valuation on so was the price paid equal to or greater than the it was and that was of course essential to the court's finding but we disagree that that's how you read that that portion of the contract the the redemption agreement obligated the company to pay fair market value and i i think you can separate and consider that in isolation from anything else in that paragraph because otherwise you have a company that can rely on can exercise that discretion i guess on a whim without any consideration of good faith or fair fairness to the shareholders by knowing that you know a few months from the date of that valuation the company's valuation fair market value could increase or on the day that you attempt to exercise your option the fair market value actually has increased from the jurors valu appraisal that was conducted a year before and so we would urge the court to read to really focus on that term fair market value but it's defiance fair market value i don't how can we could be going up and that and that there is of increase in that certainly within the realm of contemplation at the time she signed the agreement was not i think there were a lot of facts that stacey ryan didn't know and that were not disclosed when she signed that agreement  and you know she signed i believe we're talking about the revised redemption agreement and also with the time barred if for challenging that well right but not as to the stock purchase agreement and so  they could not get it effectuated without negotiating the stock purchase agreement and then in order to do understand whether they if they did fine but why did they have to they had to do it because  would not sell back her shares but i thought dr ryan said take or leave it i didn't think there was any negotiation i've already said i'm giving you up i'm giving you a little bit of a bump over the valuation and you can either sign the stock purchase agreement get a little more money or you can tender the stock under the stock redemption agreement but either way you're no longer a shareholder i believe you tendered a purchase price that was the fair market value set forth in the  wanted more information from carney ryan from the company struck didn't get it refused to go forth with the sale and then she got pressure from the attorneys for struck to sign a stock purchase agreement and in the course of doing that they told her you ought to sign it all of the ryan siblings are signing this the families you know getting ready to give all of their shares back to the company including conny ryan that induce the ryan to accept the deal because she knew that carney ryan was part of the leadership of the company and would have the perfect knowledge about the future plans of the company the value of the shares that the value represented her allegedly represented in this juror's evaluation report was in fact inaccurate fair market value which we've now available and if she did not claim them struck would follow nebraska's guidelines for unclaimed property so citing paragraph forty nine i think of your complaint then an accurate it is but then we went on after that allegation to allege that then the attorneys for struct interacted with stacy ryan in order to negotiate the stock purchase agreement she gave up rights in doing that there were you know there were separate considerations separate negotiations for that and so  today and throughout the briefing that you have received in connection with this appeal what is clear is to see ryan is simply dissatisfied with the approximately one point three million dollars she received in exchange for a gift of shares made to her by as a matter of law because it has the mandatory repurchase obligation the claims that were brought by stacy right here all contain a causation element which require that to the extent there with there were any misrepresentations or missions they would have to have been relied upon or caused the damage in other words to take for example this action tambi claim there would have to be a misrepresentation or omission in connection with the purchase or sale of a security because this revised redemption agreement and as a result of that because there is no decision here for mr ryan to make she had no option she had no ability to say no to the revised redemption agreement which has not been challenged of a little the liberty of that has not been challenge is something the left her with given now the company probably has as effective remedies but expensive remedies under nebraska law to deal with this and relegate her to her minority shareholder dissenting shareholder right so instead they negotiate well if you look at the evidence that negotiation is not irrelevant because the right because she was going to lose her shares action i'm positing is wrong as a matter of law so if you take a look at the complaint if you look at paragraph forty seven and forty nine and in those and actually going into fifty but then what happened then and they want to move greg they come out today it's not a new deal but a supplemental deal and now she claims that was induced by fraud in both the price setting and the getting me to sign it we really were off the wall wrong as a matter of law with gaev it is if you look at the allegations here so i would respectfully disagree there just because the stock purchase provisions with the contract that was entered at that point she did not and i would also note that there was no sale that took place for those to even come into effect that's not really you know at issue here because this is a sale did not happen it's not like she gave something up and immediately the company was  anything along those lines there's no such allegations along those lines but when she when she signed the revised redemption agreement here she absolutely agreed that she the company would be entitled at any time to purchase her shares upon their request they're also interestingly there were there was a put option as well contained in that revised redemption agreed and we meant and she did have an opportunity at certain times over the years to put the shares to strike if she wanted to so this wasn't a completely one sided agreement in but that her sister manipulated the numbers i think this is what the allegation is she manipulated the financials so that jurist valuation did not have the correct information upon which to make  and the court said no no such allegations were planted and that that's a true statement there were no allegations of manipulation and she did file a motion to alter in amanda a motion to amend your complaint to make that allegation but if you look at what she's alleging it's a completely unsupported that there is a specific actions that were taken by strecker conny around here there are plenty of legitimate reasons that a company could have increased in value over a two year period a new product goes into the market additional revenues of one hundred forty million dollars there are plenty of legitimate reasons  last question as a relates to this issue with regard to amending and i think this is critical to this in her original allegation there was absolutely no allegation with regard to manipulation and you have to look back and realize that she first filed this complaint in state court she amended the complaint in state court we moved to dismiss in state court we set up all the bases causation and the like is a relates to that she then dismissed her court her case in state court we thought because st louis union was so on point that she some chili agreed that she had no cause of action here but then she resurfaced in federal court and filed the same claim even though we had put her on notice with respect to everything that we were saying and that we've briefed for of the truth matters or just with respect to that which she filed in state court so that the court understood that she had many bites at the apple and he pleading and they court no those are all within the pleadings themselves the actual complaint in state court her amendment in state court our motion to dismiss in state court and then her filing in federal court that's the same complaint where we found another motion of dismiss on the same grounds we elaborate lee brief this and she never moved to amend during that entire as it relates to whether or not she has a right to amend so she wants to come back and suggest well now i've discovered manipulation and she doesn't and rule fifty nine and under fifty nine she puts in the fact that there was in fact a two thousand and twelve annual valuation which naturally there we brief this she never request amendment and then after the court rules then she requests the right to amend the statement if you ation saying that she found new evidence but the only evidence that she suggested that she found  was this two thousand and twelve valuation before she had alleged hey there's a huge disparity between the two thousand and eleven valuation and the two thousand and fourteen in the interim she has got says look i found the two thousand and twelve which is after the strike date so it has no bearing in overall wins and absolutely nothing to do with manipulation she has no basis no basis in evidence to suggest manipulation which means back to your point her whole inference and innocence because there's a disparity in valuations that should support my right to claim and accuse constance ryan of tampering with the two thousand and eleven valuation of two thousand valuation or her shares recalled some eleven months later that she had the foresight which she didn't even call her dad did to go in tamper with the valuation so that her father eleven months down the road could then redeem the shares at a fictitious price because she decided to tamper with the valuation and this is a critical honour's this is a critical feature this redemption agreement required that the shares be purchased at the jersey valuation valuation number set forth in that report this wasn't an hole opening up a notion of a bunch of folks coming in here and arguing over their opinions as to value this was to get rid of that we as lawyers draft those things for those reasons so we don't have multiple opinions shanahan have a different opinion of value do they apply different discounts do they do or if you have ten different appraisers come in they'll come in with ten different numbers they got rid of all of that with respect to this by having this provision in there that explicitly stated we're going to adopt that valu also critical and i wanted to point out to you that the recycle messes that up there's something in the recital letters title says it is equal to or greater than exactly but when you look at the actual body of the agreement if you look in section two the purchase pressure on the purchase price for the relevant shares is nine million two hundred and eighty thousand two hundred thirty five the purchase determined in according to paragraph nine of the redemption agreement so it was paid in accordance with the two thousand and eleven redemption agreement explicitly per the redemption agreement there was no negotiation here and by the way the redemption agreement contemplates once it's called it's closed within ninety days this was the closing they tried like crazy to get her to close it the first she rejected eventually capitulated there was no negotiation here they paid the exact price per the call date which was june of two thousand and twelve which was explicitly played she had knowledge of it was called stacy ryan was a minority shareholder of this company and she had rights as a minority shareholder under nebraska law conny ryan and officers of the company owed owed her a duty of the utmost loyalty well i don't understand with that if you were right there would be i think it's a fiduciary obligations under nebraska law of the companies officers and directors to the shareholder  car you're talking about majority minority for the injury duties and so i'm talking about under nebraska law and a closely held corporation or the rights that's different than than the than the majorit out it wasn't your thing i was trying to get to the point that a shareholder under nebraska law on a closely held corporation like this company has is owed fiduciary obligations by the director by the do to those people who try to in good faith enter a redemption agreement that hopefully i can answer that question kind of with where i was headed because i had that in mind it's taken me a little bit of time to get there but i'll do my best here and i was going to point the court toledo case and then the ayers case  and i ought to give you the cite just in case it's not in there ok it's eight fifteen oh certainly aren't i'm sorry i'm certainly it's eight fifteen f two d four twenty nine out of the second circuit and so this is one of the cases dealing with a redemption agreement and an employee who voluntarily left employment and so it triggered some redemption obligations so the court there held that there were fiduciary obligations owed and how that redemption was actually and the court said that even though the redemption agreement provided that the company could add its option purchase the shares you know if they if they could it was now employed they could fire him and then decide to purchase the shares even in that kind of circumstance the court said that they could not suppose for a second that if he had if he had resigned the firm could have then just fired him with a note saying dear mr jordan there will be a lucrative merger tomorrow you've been a wonderful employee but in order to keep all of the proceeds of the merger for ourselves we're letting you go effective this instant here's your twenty three thousand dollars for your shares rather than the six hundred thousand that they would have been had he known that a merger was kind of in the works down the road and so i just offer that to show that i think you know even if a company here could truly have just exercise that option at will it had discretion as to the timing when it was going to do it and it knew what the values were well i disagree given that that that it was essentially superseded by the stock purchase agreement and negotiated separately well we believe it was i mean we've alleged that that all of that was building up to this and every one of these