A. KERSHAW, P.C., Petitioner - Appellant,
SHANNON L. SPANGLER, P.C., Respondent - Appellee.
No. 1:16-CV-01351-MEH, D. Colo.
MATHESON, PHILLIPS, and McHUGH, Circuit Judges.
ORDER AND JUDGMENT [*]
M. Matheson, Jr. Circuit Judge
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,
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.
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
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.
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
. Count V (against KSS-New York) -tortious
interference with contract;
. Count VI (against all defendants)
-appointment of a receiver.
defendants moved to compel arbitration under an arbitration