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A. Kershaw, P.C. v. Shannon L. Spangler, P.C.

United States Court of Appeals, Tenth Circuit

July 10, 2017

A. KERSHAW, P.C., Petitioner - Appellant,
v.
SHANNON L. SPANGLER, P.C., Respondent - Appellee.

         D.C. No. 1:16-CV-01351-MEH, D. Colo.

          Before MATHESON, PHILLIPS, and McHUGH, Circuit Judges.

          ORDER AND JUDGMENT [*]

          Scott M. Matheson, Jr. Circuit Judge

         Knowledge Strategy Solutions, LLC (KSS) was a Missouri limited liability company with two members-the respective professional corporations of Shannon Spangler and Anne Kershaw. A dispute over the dissolution of KSS led to arbitration, and the arbitrator ruled in favor of Shannon L. Spangler, P.C. (Spangler PC). The district court confirmed the arbitration award. A. Kershaw, P.C. (Kershaw PC) now appeals. Exercising jurisdiction under 28 U.S.C. § 1291, we affirm.

          I. BACKGROUND

         In 2013, Spangler PC and Kershaw PC formed KSS to provide consulting services regarding data, records and knowledge management, e-discovery and related matters. In the spring of 2014, however, Ms. Spangler's health caused Spangler PC to seek to withdraw from KSS.

         The parties negotiated the withdrawal between May and June 2014, but the process was not amicable. Although the parties agreed that the effective withdrawal date would be June 30, 2014, on June 26 Ms. Kershaw filed Articles of Termination for KSS and a Notice of Winding Up with Missouri's Secretary of State. The Secretary of State issued a Certificate of Termination certifying that KSS ceased its existence that same day.

         Ms. Kershaw did not inform Ms. Spangler of these filings, and instead of tendering to Spangler PC its capital account or any other part of KSS's monetary or intangible assets, Kershaw PC retained all of KSS's assets. On July 28, 2014, Ms. Kershaw created a New York limited liability company, also called Knowledge Strategy Solutions, LLC (KSS-New York). Kershaw PC placed the assets it had kept after KSS's dissolution into KSS-New York.

         In August 2014, Spangler PC sued Kershaw PC, KSS, and KSS-New York in Missouri state court. It alleged the following six claims for relief:

. Count I (against Kershaw PC and KSS)-breach of the KSS Operating Agreement by, among other things, using and transferring KSS's assets;
. Count II (against Kershaw PC and KSS) -breach of the KSS Operating Agreement for failure to pay monthly draws in June and July 2014;
. Count III (against Kershaw PC and KSS) -breach of the KSS Operating Agreement for failure to distribute Spangler PC's capital account to Spangler PC upon dissolution of KSS;
. Count IV (against Kershaw PC) -breach of fiduciary duties;
. Count V (against KSS-New York) -tortious interference with contract;
and
. Count VI (against all defendants) -appointment of a receiver.

         The defendants moved to compel arbitration under an arbitration provision ...


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