UNPUBLISHED

UNITED STATES COURT OF APPEALS

FOR THE FOURTH CIRCUIT

DEBRA JOHNSON, an individual;

THOMAS JOHNSON, an individual,

Plaintiffs-Appellees,

v.

ROBERT DELAWDER, an individual;

GLENDA DELAWDER, an individual,

No. 97-1569

Defendants-Appellants,

and

UNIGLOBE/LYNDON TRAVEL,

INCORPORATED, a West Virginia

corporation,

Defendant.

DEBRA JOHNSON, an individual;

THOMAS JOHNSON, an individual,

Plaintiffs-Appellants,

v.

ROBERT DELAWDER, an individual;

GLENDA DELAWDER, an individual,

No. 97-1582

Defendants-Appellees,

and

UNIGLOBE/LYNDON TRAVEL,

INCORPORATED, a West Virginia

corporation,

Defendant.
Appeals from the United States District Court

for the Southern District of West Virginia, at Huntington.

Robert J. Staker, Senior District Judge.

(CA-95-990-3)

Argued: January 26, 1998

Decided: April 2, 1998

Before RUSSELL,* WIDENER, and WILKINS, Circuit Judges.

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Affirmed by unpublished per curiam opinion.

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COUNSEL

ARGUED: William David Levine, ST. CLAIR & LEVINE, Huntington, West Virginia, for Appellants. Benu Rellan, LAMP, O'DELL,

BARTRAM & ENTSMINGER, Huntington, West Virginia, for

Appellees. ON BRIEF: Kurt E. Entsminger, Sheryl A. Rucker,

LAMP, O'DELL, BARTRAM & ENTSMINGER, Huntington, West

Virginia, for Appellees.

_________________________________________________________________

Unpublished opinions are not binding precedent in this circuit. See

Local Rule 36(c).

_________________________________________________________________

*Judge Russell heard oral argument in this case but died prior to the

time the decision was filed. The decision is filed by a quorum of the

panel. 28 U.S.C.A. § 46(d) (West 1993).

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OPINION

PER CURIAM:

Robert and Glenda Delawder appeal an order of the district court

denying in part their motion for judgment as a matter of law following

a jury verdict in favor of Thomas and Debra Johnson on the Johnsons'

claim of oppression by majority stockholders. The Johnsons cross

appeal the portion of the order granting in part the motion for judgment as a matter of law. Finding no error, we affirm.

I.

Beginning in the early 1990s, the Delawders owned a two-thirds

interest in a travel agency located in Huntington, West Virginia, called Uniglobe/Lyndon Travel, Inc. (Uniglobe). Glenda Delawder

served as the manager of Uniglobe. In June 1994, the Johnsons purchased the remaining one-third interest. Each person served as a

director of the company, and Robert Delawder and Debra Johnson

were officers. The parties agreed that Debra Johnson, who had been

trained as a travel agent, would work for Uniglobe and that neither

Debra nor Glenda would receive a salary until the company was profitable.

Over time, the relationship between the parties deteriorated. In

October 1995, the Delawders obtained a restraining order in state

court that prohibited Debra Johnson from entering the premises of

Uniglobe. At that time, the Delawders also changed the locks on the

doors of the business and altered the computer passwords. Shortly

thereafter, the Delawders voted their stock to reduce the number of

directors to three, to remove Thomas Johnson as a director, and to

remove Debra Johnson from her position as an officer of the company. The reconstituted board of directors then approved a resolution

barring the Johnsons from the premises of Uniglobe except after business hours and with the advance approval of Glenda Delawder.

In June 1996, the Delawders closed the Uniglobe office in Huntington and opened another travel agency in Ashland, Kentucky. The

new agency was owned solely by the Delawders, but employed the

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same people and serviced many of the same clients. Uniglobe is currently in bankruptcy.

In November 1995, the Johnsons filed this diversity action in federal court, alleging, inter alia, a state-law claim for oppression by

majority shareholders. After trial, a jury returned a verdict in favor of

the Johnsons on the oppression claim and awarded damages of

$26,000. The jury indicated that $15,876 of this award represented the

value of Debra Johnson's services to Uniglobe; the remainder of the

award compensated the Johnsons for other economic losses and for

Debra Johnson's emotional distress.

The Delawders then moved for judgment as a matter of law, maintaining that the evidence was insufficient to support the verdict; that

the evidence did not support an award of damages for the value of

Debra Johnson's services; and that emotional distress damages were

improper as a matter of West Virginia law. The district court concluded that the evidence was sufficient to support a finding of oppression and that emotional distress damages were appropriate under the

law of West Virginia, but that the evidence did not support an award

of damages for the value of Debra Johnson's services. Both parties

appeal.

II.

Having had the benefit of oral argument and the parties' briefs, and

after careful consideration of the record and the applicable law, we

conclude that the district court correctly decided the issues before it.

Accordingly, we affirm on the reasoning of the district court. See

Johnson v. Uniglobe/Lyndon Travel, Inc., No. 3:95-0990 (S.D. W.

Va. Apr. 11, 1997).

AFFIRMED

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