Lori Koch, vice president of Holiday World & Splashin’ Safari, has won another court decision in a battle with her brother-in-law over control of the Spencer County amusement park.
The Indiana Court of Appeals, in a 3-0 decision Thursday, ruled Koch can retain her majority shares of Koch Development Co., which owns and operates Holiday World.
That affirms a trial court ruling handed down in December by Judge Carl Heldt in the Vanderburgh County Circuit Court that Lori Koch did not have to sell shares formerly owned by her late husband and Holiday World President Will Koch to his brother Dan Koch.
Dan Koch, who owns 40 percent of KDC, had appealed Heldt’s ruling decision by Heldt, claiming a purchase agreement required Lori Koch to sell her stock after her husband’s death. But the Court of Appeals affirmed that because Dan Koch had materially breached the terms of that agreement, it was no longer binding.
Thursday’s 31-page ruling, written by Judge Paul D. Mathias, is occasionally harsh in it’s criticism of Dan Koch. Mathias wrote that while the judges “regret seeing a family divide itself over an internal business dispute,” the evidence supported the trial court’s conclusion.
Holiday World, which opened as Santa Claus Land in 1946, was originally owned by Louis J. Koch. His son William Koch Sr. later took over operations. Shares of the business were then divided among William Koch’s five children.
By 2002, only three siblings — Will, Dan and Natalie — still owned stock. They signed a share purchase agreement that provided existing shareholders the opportunity to purchase the stock of any shareholder who died. Natalie sold her shares to her brothers in 2009, leaving Will as the majority shareholder with 60 percent of the company and Dan 40 percent.
When Will died in 2010, Lori was appointed the personal representative of his estate. Lori soon sent Dan a letter expressing a desire to keep Will’s shares. Dan also sought to waive the requirements of the purchase agreement.
Dan took over as Holiday World’s president and CEO following Will’s death. He also sought to increase his annual salary as the president of KDC to more than $1 million. Lori objected to the higher salary, and Dan then sought to buy her shares.
Lori and Dan disagreed about the share price, with Dan offering $26.6 million and Lori asserting the correct figure should be $32.1 million. Dan also claimed a setoff of $2.67 million, citing a promissory note owed to KDC by Will.
Judge Heldt had cited minutes from a July 7, 2009, shareholders meeting, which support Lori’s claim for a higher purchase price. Heldt also found that the promissory note should not have been used as a setoff, because it had not yet matured. Further, Heldt ruled that Dan and KDC had not paid a large enough amount of cash upfront.
In his appeal, Dan argued that Will’s estate could never have reasonably expected to keep the shares under the purchase agreement, and that the trial court erred in not allowing him to purchase the shares at the higher price.
Judge Mathias called that claim “an absurdity,” pointing out that under Dan’s position, he could have offered to purchase Will’s shares for $1 per share and the estate would still be obliged to sell, with its only remedy being a suit for damages plus interest.
“Dan’s position would make it possible for a party who has materially breached the agreement to avoid the consequences of its behavior by requiring the nonbreaching party to still perform under the contract,” Mathias wrote.
Dan had also argued that the intent of the purchase agreement was to keep control of Holiday World within the Koch family. Mathias wrote that the agreement did not include this specific language, and also noted that Lori and her children are members of the Koch family.
Holiday World released the following statement after Thursday’s ruling: Holiday World has flourished over the decades thanks to the dedication of three generations of Koch family members. As we move forward, we will continue to embrace our cornerstones of safety, service, friendliness and cleanliness as we add new attractions and entertain families for generations to come.
Attorney James Johnson of Rudolph, Fine, Porter and Johnson LLP in Evansville is among those representing Dan Koch. Johnson said he had no comment on the appeals court decision at present.
Change the scheme, Alter the mood! Electrify the boys and girls if you would be so kind!
Yeah, with that much money in play, I don't see him giving up yet. There's always the rare chance they could settle it out of court, but who knows. How about they stop fighting and take all the money they would have given to the lawyers and use it to make Voyage good again.
Visited Happy Halloween Weekends tonight. HW has done a great job cloaking the park in all things Halloween. We would find another hidden decoration each time we walked a path. Overall a great atmosphere and something different. As far as the coasters goes, I rode each twice. Raven was running as well as it always has. Legend was very rough throughout (as expected at this time of the year). My first ride was in the very back and that was almost unbearable. However, the next ride in the very front was better yet still very rough. Voyage was surprisingly smooth through the first half to the triple down. It didn't get rough until after the last 90 degree turn. From there on to the station I had to keep my hands down and hang on. But was it painful or unbearable? Not at all. And I was able to ride it at night for the first time in several years and I forgot how incredible of a ride that is. Whole different animal. There's no other coaster that out-does The Voyage at night.
Top 8 (no order) - Thunderbird, The Voyage, Diamondback, The Raven, Kumba, Montu, SheiKra, Goliath (SFOG)
Was at Holiday World last night for their Happy Halloween Weekends. The Park looked great, had some great decorations, great Halloween Attractions ( Holidogs 3D Adventure was a blast) and at close they had a Fantastic Laser Light Show. Was lost in the Corn Maze for about 45 minutes and The Voyage in the dark was Out-Of-Control, overall it was a great experience and I would recommend it to everyone. Saw Lori walking around the Park most of the day, talking and cleaning like Pat used to do.
kyleparks77 wrote:Visited Happy Halloween Weekends tonight. HW has done a great job cloaking the park in all things Halloween. We would find another hidden decoration each time we walked a path. Overall a great atmosphere and something different. As far as the coasters goes, I rode each twice. Raven was running as well as it always has. Legend was very rough throughout (as expected at this time of the year). My first ride was in the very back and that was almost unbearable. However, the next ride in the very front was better yet still very rough. Voyage was surprisingly smooth through the first half to the triple down. It didn't get rough until after the last 90 degree turn. From there on to the station I had to keep my hands down and hang on. But was it painful or unbearable? Not at all. And I was able to ride it at night for the first time in several years and I forgot how incredible of a ride that is. Whole different animal. There's no other coaster that out-does The Voyage at night.
Hey I have to say if you enjoyed the voyage that much at night, you really need to check out the beast at night if you haven't already. It's also a plus if you go on Halloween haunt nights, there tends to be a lot of extra fog around the ride, it makes for and excellent experience, plus diamondback is also quite awesome at night
Favorite Roller Coaster - Sky Rush Favorite Parks - Universal Orlando Resort Coaster List
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