Disthene Makes Appeal To Va. Supreme Court
Published 4:51 pm Tuesday, September 25, 2012
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The Farmville Herald
BUCKINGHAM – Responding to a judge's ruling calling for the dissolution of The Disthene Group, Incorporated, lawyers for Disthene, which includes Kyanite Mining Corporation, Blue Rock Resources LLC, and the Cavalier Hotel, are seeking to appeal the decision to the Supreme Court of Virginia.
On August 30, in a Letter Opinion, Judge Jane Marum Roush, judge designate for Colgate, et al. v. The Disthene Group, Incorporated, advised that the Court would enter an order granting the plaintiffs' request that The Disthene Group, Incorporated be dissolved.
According to court documents, the plaintiffs, Curtis Dixon Colgate and Sharon Marie Newcomb are the children of the late Jeanne Dixon Colgate, the sister of Gene Dixon, Jr., and the daughter of the late Gene Dixon, Sr. and Mallie M. Dixon. Marion J. “Boyd” Colgate, Sr. is the widower of Jeanne.
Much of the trial pivoted on minority shareholder oppression and the business judgment rule, with both sides presenting their respective arguments for or against the dissolution.
On the heels of her Letter Opinion, Judge Roush entered a Court Decree on September 6, ordering the dissolution of The Disthene Group, Inc. pursuant Virginia Code Section 13.1-749.
That decree notes that the Court adopts the findings of facts and conclusions of law in its Letter Opinion dated August 30, 2012.
In the decree, Roush appointed Charles Goldstein as receiver “to wind up and liquidate the business and affairs of Disthene.”
According to the Court Decree, “And it appearing to the Court that the acts of Disthene and its management, the officers, directors, and shareholders in control of Disthene, have been and are oppressive, that they have misapplied and wasted corporate assets, and that Plaintiffs have carried their burden to prove to the Court's satisfaction that Disthene should be judicially dissolved under Virginia Code (Section) 13.1-747 because of long-standing and ongoing oppression of minority shareholders and waste and misapplication of corporate assets; and, it further appearing to the Court that it is necessary and proper that a receiver be appointed to take charge of the business and assets of The Disthene Group, Inc. (“Disthene”) in order to preserve, collect, recover and/or liquidate its assets and to protect the interests of all parties concerned…”
Conversely, Troutman Sanders LLP, the legal firm representing the defendant, The Disthene Group, Inc., filed a Notice of Appeal to the Supreme Court of Virginia on September 4.
According to the Notice of Appeal, “Defendant, The Disthene Group, Inc., by counsel, hereby gives notice of appeal to the Supreme Court of Virginia from any Order(s) entered in this action implementing the decisions and rulings announced in this Court's Letter Opinion dated August 30, 2012.”
