No. 80-176 

IN THE SUPFIEME COURT OF THE STATE OF MONTANA 

JEANNE SKIERKA and ANNETTE SKIERKA, 

Plaintiffs and Respondents, 

SKIERKA BROTHERS, INC., a Corporation, 

JOHN SKIERKA and BERNICE SKIERKA, 

Defendants and Appellants. 

Appeal from: District Court of the Twelfth Judicial District, 

In and for the County of Liberty. 

Honorable B. W. Thomas, Judge presiding. 

Counsel of Record: 

For Appellants: 

Church, Harris, Johnson & Williams, Great Falls, Montana 

Douglas C. Allen arged and Donald A. LaBar arqued, 

~dr Respondents: 

.Donald R. Marble, Chester, Montana 

Jardine, Stephenson Law Firm, Great Falls, Montana 

John D. Stephenson argued, Great Falls, Montana 

Submitted: March 24, 1981 

Decided: May 20, 1981 

Filed: 2 0 1981' 

. 

I/ A 

Clef k 
Mr. Justice Fred J. Weber delivered the opinion of the Court. 

John Skierka (defendant John) and Bernice Skierka (defendant erni ice), husband and wife, and defendant Skierka 

Brothers, Inc. (corporation), a close-held family corporation, appeal from the judgment of the District Court of the 

Twelfth Judicial District, Liberty County, the Honorable B. 

W. Thomas, presiding. After trial without a jury, the 

District Court concluded that Jeanne Skierka (plaintiff 

Jeanne) and Annette Skierka (plaintiff Annette) had established their right to rescind their transfer of assets to 

the corporation, made in exchange for stock, on the basis of 

fraud and mutual mistake. The District Court also concluded 

that the plaintiffs had established their right to have the 

corporation liquidated under section 35-1-921 (1) (a) (i:i.) , 

MCA, because of oppressive acts by defendant John Skierka, 

who is in control of the corporation. The judgment orders 

the corporation to transfer back to the plaintiffs whatever 

property and assets they have transferred to the corporation 

in exchange for stock, together with additional property and 

assets representing one half (50%) of the fair market value 

of the other corporate assets on the date of transfer, or, 

in the alternative, to transfer to the plaintiffs other 

property and assets of equivalent value, as the parties may 

agree. If the parties fail to agree within a reasonable 

time as to the other assets to be transferred to the plaintiffs, then the judgment decrees that the court will dissolve the corporation in accordance with section 35-1-922, 

MCA . 

~ppellants/defendants present the following issues for 

review: 

1. Is plaintiffs! action barred by the applicable 
statute of limitations? 

2. id the District Court err in concluding that defendant John Skierka's acts as executor and as surviving 

partner cons ti tuted a fraud? 

3. Did the District Court err in concluding that the 

parties acted under mutual mistake at the time of plaintiffs' 

transfer of assets to the corporation? 

4. Did the District Court err in decreeing that the 

corporation may be liquidated on the grounds of oppression? 

We affirm the District Court's findings and conclusions 

on all issues. 

Albert Skierka and the defendant John were brothers. 

Albert died, leaving his widow plaintiff Jeanne, and his 

daughter, plaintiff Annette, surviving. 

For a number of years before his death, Albert had conducted a ranching and farming business as an equal partner 

with defendant John under the partnership name Skierka 

Brothers. Portions of the land used by the partnership were 

owned separately by John and Bernice Skierka and Albert and 

Jeanne Skierka. No land was owned in the partnership name. 

The land which was used by the partnership and owned separately had been acquired by the two families in a checkerboard fashion. 

During Albert's lifetime, he and defendant John discussed the desirability of incorporating in order to insure 

continuity of management and to plan for minimizing taxes. 

Much of the preliminary incorporation work was completed by 

the date of Albert's death, February 5, 1973. 

Albert left a will leaving his estate to his widow, 

plaintiff Jeanne, and naming his brother, defendant John, as 

executor without bond. As executor, defendant John filed 

his first and final account and petition for distribution on 
June 26, 1974. All of Albert's property was distributed to 

plaintiff Jeanne. 

On May 1, 1973, while defendant John was serving as 

executor of his brother's estate, a meeting was held between 

plaintiffs Jeanne and Annette and defendants John and Bernice 

for the purpose of discussing incorporation of the ranching 

and farming business. An attorney and an accountant, each 

of whom had been consulted in this matter, were also in 

attendance. At the conclusion of the meeting, several 

documents were signed by the parties, which resulted in the 

following: 

1. All property owned by plaintiff Jeanne and used in 

the partnership operation, as well as her family residence, 

were transf erred to the new corporation, Skierka Brothers, 

Inc., in exchange for 12,318 shares of its capital stock. 

2. All property owned by defendants John and Bernice 

and used in the partnership, as well as their family residence, were also transferred to the corporation but in 

exchange for 12,682 shares of its capital stock. '(John 

received 7,502 shares and Bernice 5,180 shares.) Defendant 

John's family thereby acquired 364 shares more than plaintiff 

Jeanne's family, resulting in voting control which became 

the critical issue. 

The attorney in attendance had advised the parties to 

transfer all real property holdings, whether personal 

residence or farming property, to the corporation in exchange for stock holdings in order to secure certain tax 

advantages. During the May meeting the attorney and the 

accountant explained that Jeanne would receive slightly less 

than 50 percent of the stock because her personal residence 

was worth less than the defendants' personal residence, both 

of which were transferred to the corporation in exchange for 
stock . 

The stock issued to the parties is subject to restrictions contained in the bylaws of the corporation. These 

restrictions provide that the stock can only be transferred 

by written consent of the holders of a majority of the 

stock. In the absence of such consent, the shareholder 

desiring to sell is to give written notice of his intentions 

to the secretary of the corporation. The corporation then 

has a 90-day option to purchase the stock at a price set by 

a vote of the holders of a majority of the stock. In the 

event the corporation elects not to purchase the stock, the 

other stockholders have a 90-day option to purchase at the 

price set by the holders of a majority of the stock. The 

articles of incorporation provide that the term of the 

corporation is "perpetual". These restricti-ons on stock 

transfer and the significance of her minority shareholder 

status were never explained to Jeanne Skierka at the meeting. 

In fairness to all, we point out that the evidence indicates 

that none of the parties appreciated the significance of the 

control which the defendant John's family obtained. 

The directors of the new corporation were defendants 

John and Bernice, and plaintiff Jeanne. Following the 

organizational meeting plaintiff Jeanne made gifts of stock 

to plaintiff Annette. Plaintiff Annette was made a director 

at the next annual meeting of the corporation in 1974. 

For a year or more after the incorporation, the personal 

relationships between the parties remained cordial and 

friendly. Their relations started to deteriorate when 

plaintiff Jeanne, after consulting with her own attorney on 

May 29, 1975, came to a realization of her position as a 

minority stockholder and of the restrictions on the sale of 

her stock. Her attorney wrote a letter to the corporation's 
attorney requesting that Jeanne' s stock interest be made 

equal to that of John and Bernice Skierka. No action was 

taken on this request, but it resulted in an open break 

between the two families. 

At all of the corporation meetings through 1976, the 

parties unanimously agreed on the stock valuations. After 

1976, plaintiffs Jeanne and Annette voted against the stock 

valuations upon advice of counsel, based upon a claim of insufficient value. 

In an effort to remedy the unequal stock interest and 

to give plaintiff Jeanne an equal voice with defendant John 

in the conduct of the corporation, Jeanne called for a 

special meeting of the corporation. This meeting was held 

on April 27, 1977, and all directors were present. Motions 

to amend the bylaws to create an office of executive vice 

president having equal power and authority with that of the 

president and to elect plaintiff Jeanne to that office were 

moved by plaintiffs Annette and by Jeanne, who voted in 

favor of each. Defendants John and Bernice voted against 

the motions. Each of the resolutions failed for lack of a 

majority vote. 

Shortly thereafter, on April 29, 1977, plaintiffs 

Jeanne and Annette filed a complaint seeking to dissolve the 

corporation. The plaintiffs alleged fraud and oppressive 

conduct on the part of defendant John and his family, waste 

of corporate assets, and that the corporation was deadlocked. 

After trial, the District Court found the evidence insufficient to support the allegation that the corporation 

was deadlocked. It did find that defendant John, by permitting himself to be placed in control of the corporation, 

violated the fiduciary duties of a trustee, in his capacity 

as executor of his deceased brother's estate and as his 
deceased brother's surviving partner, and therefore, acted 

fraudulently under section 72-20-207, MCA. The court also 

found that the parties, in transferring their assets to the 

corporation, made the transfer in the mistaken belief that 

each family would have equal ownership and equal voice in 

the management of the business. Last, the court found the 

acts of defendant John in controlling the corporation were 

oppressive. As a result, the court ordered that the transaction by which plaintiff Jeanne transferred property to the 

corporation be rescinded, and that one half of the corporation's other assets be transferred to Jeanne, or else the 

court would liquidate the corporation itself. 

ISSUE #1: STATUTE OF LIMITATIONS 

Former section 93-2607(4), R.C.M., 1947, now section 

27-2-203, MCA, set the following period of limitation: 

"Two-year limitation. Within two years: 

"4. Ah action for reIief on the ground of fraud or 

mistake, the cause of action in such case not to be 

deemed to have accrued until the discovery by the 

aggrieved party of the facts constituting the fraud 

or mistake." 

Defendants argue that any fraud or mistake occurred on 

or prior to May 1, 1973, the date of plaintiff Jeanne's 

transfer of property in exchange for stock, so that the 

above statute bars this action which was filed over three 

years later. Defendants further argue that the running of 

the statute was not tolled pending plaintiff Jeanne ' s actual 

discovery of her inferior position, because she could or 

should have discovered her position in 1973 when the difference in stock ownership was explained to her, and all terms 

and bylaws of the corporation were set forth in the documents 

which she executed as secretary-treasurer. Defendants cite 
Kerrigan v. O'Meara (1924), 71 Mont. 1, 227 P. 819, as 

support for their contentions. However, that case points 

out the reason for distinguishing it from this appeal: 

". . . Unless there -- is some relation of trust or 

confidence between the parties which imposes upon 

- a defendant --- the duty of making a full disclosure -- of the facts, there must be some active af firmative concealment of the fraud, something said 

or done to continue the deception or to prevent 

inquiry and lull plaintiff into a sense of security, in order to postpone the running of the 

statute." Kerrigan, 71 Mont. 7, 227 P. 821. (Emphasis added.) 

The court in Kerrigan found no relation of trust or confidence 

which would impose a duty to disclose upon the defendant. 

The court then found that the statute had not been tolled, 

and the plaintiff was barred from asserting his claim. The 

rule as stated in Kerrigan was restated by this Court in 

Anderson v. Applebury (1977), 173 Mont. 411, 419-420, 567 

Although Kerrigan did not concern a situation wherein 

the defendant had held a position of trust and confidence in 

relation to the plaintiff, that part of the stated rule is 

supported by other authority. See 54 C. J.S. Limitation - of 

Actions, S194; 37 Am.Jur.2d -- Fraud and ~eceit, S409. 

Here, defendant John did occupy a position of trust and 

confidence in relation to plaintiff Jeanne, as discussed 

below. He was executor of his brother's estate at the time 

of incorporation. Also, he was partner to his brother at 

the date of death; that status imposed upon defendant John 

the duties of a trustee. See former section 91-3205, R.C.M., 

1947, now section 72-12-704, MCA. Such relationships may 

have technically ended when the estate was closed and the 

partnership ceased to function, but the effect of the confidential relationship did not cease until May 29, 1975, the 

date on which the trial court found that plaintiff Jeanne 
first discovered her inferior position. This action was 

filed on April 29, 1977, so it comes within the two-year 

statute of limitations. 

ISSUE #2: FRAUD 

The District Court concluded that plaintiff Jeanne had 

established her right to rescind her part of the transaction 

which created the corporation, as follows: 

"1. Plaintiffs have established their right to 

have the transaction whereby Plaintiff, Jeanne 

Skierka, and Defendant, John Skierka, transferred 

assets to Skierka Brothers, incorporated, [sic] in 

exchange for stock rescinded on the basis that the 

acts and failures to act of the Defendant, John 

Skierka, who was then a trustee in each of his capacities as executor of his deceased brother's estate 

and as surviving partner, resulted in placing him 

in control of said corporation and are, as a consequence, fraudulent pursuant to Section 72-20-207 of 

the Montana Code." 

That conclusion is based upon the trial court's findings 

that the two brothers had been equal partners in the ranch 

business; that defendant John was executor of his brother's 

estate; that at the time the incorporation took place, all 

parties believed control would be and was divided equally; 

but that, as a result of the accountant's valuation of the 

two houses, defendants John and Bernice ended up in control 

of the corporation. 

Past Montana cases have assumed, without explicitly 

stating, that an executor of a decedent's estate occupied a 

position of trusteeship over the assets and in favor of the 

devisees. See In re Jennings' Estate (1925), 74 Mont. 449, 

461-462, 241 P. 648, 652; In re Eakins' Estate (1922), 64 

Mont. 84, 93, 208 P. 956, 960. (The Montana Probate Code 

now specifically places all the duties of a trustee upon 

personal representatives. Section 72-3-610, MCA.) 

30 r 

The trustee statutes, sections 864, et seq., R.C.M., 
9 o/ 

1947, now sections 72-20-%@0, et seq., MCA, provide as 

follows: 

"Trustee's obligation -- of good faith. In all matters 

connected with his trust, a trustee is bound to act 

in the highest good faith toward his beneficiary and 

may not obtain any advantage therein over the latter 

by the slightest misrepresentation, concealment, 

threat, or adverse pressure of any kind. (72-20-201, 

MCA. ) 

"Trustee's influence ------ not to be used for his advantage.. 

A trustee may not use the influence which his position 

gives to him to obtain any advantage from his beneficiary. (72-20-202, MCA.) 

"Duty -- - to disclose adverse interest. If a trustee acquires any interest or becomes charged with any duty 

adverse to the interest of his beneficiary in the 

subject of the trust, he must immediately inform the 

latter thereof and may be at once removed. (72-20-206, 

MCA. ) 

"Violation of obligations as fraud. Every violation 

of the provisions of the preceding sections of this 

chapter is a fraud against the beneficiary of the 

trust. (72-20-207, MCA.) 

"Presumption against trustees. All transactions between a trustee and his beneficiary during the existence of the trust or while the influence acquired 

by the trustee remains by which he obtains any advantage from his beneficiary are presumed to be entered into by the latter without sufficient consideration and under undue influence." (72-20-208, MCA;) 

In its Memorandum on Order Denying Post-trial Motions, 

the District Court gives its reasons for finding fraud: 

". . . At the time the corporation was created and 

the assets of the parties were transferred to it, 

John Skierka stood in a trust relationship to Jeanne 

Skierka, both as the surviving partner and as executor. More than that, he stood in a relationship 

of trust and confidence to Jeanne as one to whom she 

could look and did look for guidance and advice on 

business affairs. The evidence further shows that 

at this time Jeanne was still distraught over her 

husband's death and was not paying close attention 

to business details, although desirous of carrying 

out her late husband's desire to convert the partnership to a corporation. In the view of this Court, 

John Skierka had an affirmative duty to see that he 

and Jeanne retained positions of equality upon creation of the corporation, and it was a breach of his 

duty to permit a result which placed him in a superior 

position, in control of the corporation and the disposition of the stock. Although defendants argue that 
the transaction occurred in the presence of an independent attorney and accountant who explained the 

significance of the transaction to Jeanne Skierka, the 

attorney and accountant admit that they told Jeanne 

that the unequal stock ownership was not really important and they failed to discuss with her the by-law 

provision which restricts the sale of stock or to advise 

her what effect this could have on her as a minority 

stockholder. So it is clear that the full significance 

of the transaction was not explained to Jeanne. 

In the Court's view this situation comes within the 

definition of constructive fraud: 'Any breach of duty 

which, without an actually fraudulent intent, gains an 

advantage to the person in fault or anyone claiming 

under him by misleading another to his prejudice . . .' 

Section 28-2-406, MCA." 

Because the result of the incorporation is to give 

defendants John and Bernice control over the assets which 

plaintiff Jeanne acquired by will from her late husband, the 

trustee statutes have clearly been violated, regardless of 

John's good intentions. Defendants cite the case of Boatman 

v. Berg (1978), 176 Mont. 208, 577 P.2d 382, as support for 

their argument that some wrongful act must be shown before a 

trustee can be found to have committed fraud upon his beneficiary. Boatman, this Court found wrongful act, 

because it was clear there that the trustee had given good 

and adequate consideration for all of the property which the 

plaintiff had transferred to him; the trustee did not 

benefit at the expense of the beneficiary. Here, defendant 

John personally benefited at the expense of plaintiff Jeanne 

when he gained the power to value Jeanne's stock and to control corporate operations. That condition was not present 

in Boatman. The evidence does show that Jeanne, since the 

date of incorporation, has been able to withdraw all the 

money she has needed and that John has managed the corporation 

competently and efficiently. However, competent management 

does not correct the initial wrong: defendant John obtained 

an advantage over plaintiff Jeanne without having fully 

disclosed the consequences. 
ISSUE #3: MISTAKE 

As an alternate ground in support of plaintiff Jeanne's 

right to rescind her transfer of property, the District 

Court found that there was a mutual mistake by the parties 

in their belief that the unequal stock ownership would make 

no real difference so far as control of the corporation was 

concerned. If the facts were understood, then at least the 

parties were mistaken as to their legal effect. See conclusion no. 2 of findings of fact and conclusions of law; 

Memorandum on Order Denying Post-trial Motions, p. 2. 

Finding of fact no. 12 states: ". . . At the time, no 

one considered that the unequal stock division was of any 

particular legal or practical significance. Up to the time 

of this meeting, it was always considered by the parties 

that the corporation would continue the 50-50 ownership and 

management relationship which existed under the partnership." 

That finding of the court is not disputed. Rather, defendants claim that no mistake can be found under the law 

because the widow failed in her legal duty to fully read the 

incorporation and conveyance documents before signing, 

citing former section 13-313, R.C.M., 1947, now section 28- 

2-409, MCA. As previously pointed out, the duty was not so 

much on the widow to discover as it was on the trustee to 

fully disclose. In the trial court's view, the fact that no 

disclosure was made by defendant John indicates the mistake 

under which the parties were acting. 

Findings of fact should not be set aside unless clearly 

erroneous. Rule 52(a), M.R.Civ,P. We find no such clear 

error. 

ISSUE #4: OPPRESSION 

Section 35-1-921, MCA, provides as follows: 
"Power of court - 

to liquidate assets and business of 

corporation--venue. (1) The district courts shall 

have full power to liquidate the assets and business 

of a corporation: 

" (a) in an action by a shareholder when it is established that: 

" (ii) -the'acts of the-di.rec€ors or those in control 

of the corporation are illegal, oppressive, or 

fraudulent . . ." 

The District Court specifically found that no deadlock 

existed in the corporation (finding of fact no. 23) and that 

defendant John is a competent operator, managing the business 

competently and efficiently (finding of fact no. 17). 

The court's conclusion no. 3 states: "Plaintiffs have 

established their right to have the assets and business of 

Defendant Skierka Brothers, Incorporated, liquidated pursuant to the provisions of Section 35-1-921 (1) (a) (ii) of 

the Montana Code on the basis that the acts of Defendant 

John Skierka, in control of the corporation, are oppressive." 

The court's conclusion was based upon the following 

findings: 

"16. Annual meetings of the stockholders and 

directors of Skierka Brothers, Incorporated, have 

been held every year . . . At the meetings through 

1976, all parties unanimously agreed on the stock 

valuations. After 1976, Jeanne and Annette Skierka 

voted against the valuations established upon advice 

of counsel. In 1979, the meeting was held by unanimous consent. 

"18. Since its incorporation, Defendant John Skierka, 

as president, has operated Skierka Brothers, Incorporated, as he has seen fit, carrying on farm and ranch 

operations at times and in manners that he determined, 

including the selling or storage of grain crops, the 

purchase of equipment, the purchase and sale of livestock and their operations, the hiring of employees, 

including members of his family, and the wages and 

salaries paid, whether in cash or grain shares or 

both, the right to use corporate equipment and supplies, 

including gasoline and oil, and in general all operations whatsoever. 
"21. On April 27, 1977, a special meeting of the 

board of directors of Skierka Brothers, Incorporated, 

was held at the law offices of Jardine, Stephenson, 

Blewett and Weaver in Great Falls. Present at the 

meeting were all of the directors, Jeanne Skierka, 

Annette Skierka, John Skierka and Bernice Skierka. 

Also present were John Weaver and John Stephenson, 

counsel for Jeanne Skierka and Annette Skierka, and 

Don LaBar and Paul C. Bunn, counsel for Skierka 

Brothers, Incorporated. The motion to create an 

executive vice-presidency with power equal to the 

president was defeated, as well as a motion to expand the board of directors from four to five. 

"22. The acts of Defendant John Skierka have been and 

are oppressive in that he has run the corporation as 

President as he has seen fit and since early in 1974 

has denied the Plaintiffs, Jeanne Skierka and Annette 

Skierka, any part or voice in the operation, either as 

directors or as minority stockholders, except for 

participation in the annual meeting. " 

In its Memorandum on Order Denying Post-trial Motions, the 

court stated: "As far as the issue of oppression is concerned, this Court has taken a broad view of the application 

of this principle to a closely-held corporation. The finding 

of oppression here is based on the exclusion of the minority 

stockholders from participation in the operation of the 

corporation, and not on a lack of probity on the part of the 

majority." 

Under section 35-1-921, MCA, the court may liquidate 

the corporation where the acts of those in control are 

oppressive. Two key areas of oppression may be mentioned. 

The first is the action by defendant John and his family of 

fixing the stock valuation at which plaintiff Jeanne's 

family may sell. The second is the defeating by defendants 

John and Bernice of the motion to create an office giving to 

plaintiff Jeanne power equal to that of defendant John. 

Model Business Corporation Act Annotated second edition, 

section 97 at p. 554, points out as follows with regard to 

the historical right of the court to liquidate the assets of 

a corporation: 
"American jurisprudence has created two categories 

of exceptions to the rule that an equity court has 

no inherent right to liquidate the assets and business of a corporation. The first is in a suit in 

equity by shareholders who are suffering as a result 

of the conduct of the business of the corporation 

in such a way that they can have no equitable relief 

without liquidation of the assets and business of 

the corporation. The second is in a bill in-equity 

by a creditor who can have no relief unless the 

assets and business of the corporation are converted to cash and operations ceased." 

The Model Business Corporation Act as adopted in Montana has 

extended the rules for involuntary dissolution. As pointed 

out in Model Business Corporation Act Annotated at p. 554: 

"The Model Act provides rules to cover involuntary 

dissolutions by shareholders by defining four factual situations in which the courts will have the 

power to liquidate the assets and business of the 

corporation . . . Second, the controlling directors 

or managers acting in an illegal, oppressive or 

fraudulent manner. While the terms 'illegal', 'oppressive' or 'fraudulent' are subject to judicial 

interpretation, they have somewhat limited definitions within all jurisdictions." 

A leading case in the interpretation of the Model Act 

(Mo . App . is Fix v. Fix Material Co. Inc. /1976), 538 S.W.2d 351, in 

which the court makes the following observations: 

"The Illinois courts made it clear, when construing 

the Illinois Statute (the Model for s351.485 

[the Missouri statute] ) , that 'oppression' is, in and 

of itself, an independent ground for relief not requiring a showing of fraud, illegality, mismanagement, wasting of assets, nor deadlock, though these 

factors are frequently present . . . 

"It has often been stated that oppression suggests 

. . . 'a visible departure from the standards of 

fair dealing, and a violation of fair play on which 

every shareholder who entrusts his money to a company 

is entitled to rely. ' ' . . . Such definitions are 

suggested perimeters of the broad term rather than 

narrow definitions which would tend to rob the term 

of its useful flexibility. As we read the statute, 

it is intended the courts will proceed on a case-by 

case-basis.'" 

Oppression may be more easily found in a close-held, 

family corporation than in a larger, public corporation. As 

the court stated in Thisted v. Tower Management Corporation 

(1966), 147 Mont. 1, 409 P. 2d 813: 
"It is to be noted that a close corporation is one 

in which management and ownership are 'substantially 

identical to the extent that it is unrealistic to 

believe that the judgment of the directors will be 

independent of that of the stockholders.' 52 Northwestern L.R. 345. By its very nature, intracorporate 

problems arising in a close corporation demand the 

unusual and extraordinary remedies available only in 

a court of equity." 147 Mont. 14, 409 P.2d 820. 

"'Courts of equity are not bound by cast-iron 

rules. The rules by which they are governed are 

flexible and adapt themselves to the exigencies of 

the particular case. Relief will be granted when, 

in view of all the circumstances, to deny it would 

permit one of the parties to suffer a gross wrong 

at the hands of the other party who brought about 

the condition . . . 1 I1 147 Mont. 15, 409 P.2d 821. 

The extensive and detailed findings of fact of the 

District Court disclose facts clearly sufficient to support 

a conclusion of oppression under the foregoing statute and 

authorities. The trial of this matter lasted two and onehalf days. The trial court had ample opportunity to observe 

the witnesses and learn of their problems. The trial court's 

findings should not be disturbed unl-ess we find they are 

"clearly erroneous". We do not so find. We do note that 

the trial court will not liquidate the corporation because of 

oppression unless the parties are unable to agree upon the 

property division and transfer to be made to the plaintiffs. 

CONCLUSION 

We affirm the District Court's conclusions on all issues, 

and remand the case for proceedings in accordance with that 

court ' s judgment . 
I." Y. 

We concur: