SHIVOM JAY STEELS INTERNATIONAL LLC v. GOBER (2025)

MEMORANDUM DECISION

[1] Vikram Singh and Shivom Jay Steels International, LLC (the “Company”) appeal the trial court's entry of summary judgment for David Gober on Gober's claim for breach of contract. Singh and the Company raise two issues for our review, but we need only decide the following dispositive issue: whether the plain terms of the Company's operating agreement entitled Gober to judgment as a matter of law.

[2] We affirm.

Facts and Procedural History

[3] Singh is the majority owner of the Company and Gober is a minority owner. Section 9.5 of the Company's operating agreement provides as follows:

9.5 Purchase of David Gober's Units. Notwithstanding the for[e]going provisions, Vikram Singh shall have the absolute right to purchase any or all of David Gober's Membership Units in the Company after David Gober has obtained twenty-five percent (25%) of the outstanding Membership Units in the Company or January 1, 2018, whichever occurs earlier. If Vikram Singh desires to purchase any or all of David Gober's Membership Units in the Company, Vikram Singh shall provide David Gober with written notice of such intention one (1) year in advance ․ In addition, should David Gober desire to no longer provide services to the Company, David Gober shall provide Vikram Singh with a written one (1) year notice. If David Gober gives said notice, the percentage of outstanding Membership Units owned by David Gober at the end of the one (1) year notice[ ] will be used to calculate the purchase price for David Gober's Membership Units. The purchase price for said purchase will be decided as follows:

Nine (9) months after the notice has been given, David Gober and Vikram Singh each shall enlist, at the Company's expense, an appraiser to independently ․ determine the market value of the Company․ If the appraisals differ by more than ten percent (10%), a third appraisal will be required by an appraisal firm that is mutually agreed upon between David Gober and Vikram Singh. The valuation will then be determined by an average of the highest two (2) appraisals.

․

Said purchase price shall be binding ․ Said purchase price shall be paid in cash upon closing ․ In the event[ ] that payment is not made ․ as agreed, an interest rate of ten percent (10%) per year will be assessed ․ Simultaneously with the receipt of the final payment (payment in full), David Gober ․ shall take all necessary steps to transfer the Membership Units to Vikram Singh.

Appellants’ App. Vol. 2, pp. 159-60 (italics added; bold and underlining in original).

[4] On August 1, 2022, Gober provided Singh with written notice of Gober's “desire to no longer provide services” to the Company. Id. at 171. Accordingly, both parties hired appraisers to assess the Company's value and, by extension, the value of Gober's minority interest. Singh's appraiser valued the Company at $9 million; Gober's appraiser valued the Company at over $40 million. Because those two valuations differed by more than ten percent, Gober provided a list of acceptable appraisers from which Singh could choose a third appraiser. At that point, Singh “decided not to purchase any of Gober's shares.” Appellants’ App. Vol. 3, p. 131.

[5] Gober thus filed his complaint against Singh for breach of section 9.5 of the Company's operating agreement. Singh and the Company, which we will refer to collectively as Singh going forward, filed an answer and counter-claim. The parties each moved for summary judgment, and, after a hearing, the trial court granted Gober's motion for summary judgment and denied Singh's motion. The court then ordered Singh to select a third appraiser within thirty days of the court's order, which order the court stayed pending this appeal.¹

Standard of Review

[6] Singh appeals the trial court's entry of summary judgment for Gober and denial of his motion for summary judgment. Our standard of review is well settled:

When this Court reviews a grant or denial of a motion for summary judgment, we “stand in the shoes of the trial court.” Summary judgment is appropriate “if the designated evidentiary matter shows that there is no genuine issue as to any material fact and that the moving party is entitled to judgment as a matter of law.” We will draw all reasonable inferences in favor of the non-moving party. We review summary judgment de novo.

Arrendale v. Am. Imaging & MRI, LLC, 183 N.E.3d 1064, 1067-68 (Ind. 2022) (citations omitted). Questions of law, such as those presented in this appeal, are particularly apt for summary judgment. See, e.g., Erie Indem. Co. v. Estate of Harris, 99 N.E.3d 625, 629 (Ind. 2018).

[7] The trial court here issued findings of fact and conclusions thereon in support of its summary judgment order. Such findings “are not required in summary judgment proceedings and are not binding on appeal,” but they offer this Court insight into the trial court's rationale. Kay v. The Irish Rover Inc., 252 N.E.3d 437, 443 (Ind. Ct. App. 2025), trans. denied. Further, the fact that the parties have filed cross-motions for summary judgment neither alters our standard of review nor changes our analysis—we consider each motion separately to determine whether the moving party is entitled to judgment as a matter of law. Erie Indem. Co., 99 N.E.3d at 629.

[8] The parties agree that the essential issue in this appeal is the interpretation of section 9.5 of the Company's operating agreement, which they further agree is equivalent to a contract between them. As our Supreme Court has explained:

When interpreting a contract, this Court reviews the document as a whole, seeking to determine the parties’ intent while making every attempt to construe the contract's language so as not to render any words, phrases, or terms ineffective or meaningless. When the terms of a contract are clear and unambiguous, the Court will apply the plain and ordinary meaning of the terms and enforce the contract according to its terms․

Thomas v. Valpo Motors, Inc., 258 N.E.3d 236, 241 (Ind. 2025) (quotation marks and citations omitted).

Section 9.5 of the operating agreement unambiguously requires Singh to select a third appraiser to then determine his required purchase price of Gober's units in the Company.

[9] The dispositive issue in this appeal is whether section 9.5 of the Company's operating agreement allows Singh to decline to purchase Gober's membership units in the Company following Gober's timely, written notice of his desire to no longer provide services to the Company. We agree with Gober that section 9.5 unambiguously does not grant Singh that discretion.

[10] Section 9.5 moves in three parts. The first part allows Singh, in his discretion, to compel Gober to sell Gober's membership units to Singh. The language of that part includes as follows:

Vikram Singh shall have the absolute right to purchase any or all of David Gober's Membership Units in the Company after David Gober has obtained twenty-five percent (25%) of the outstanding Membership Units in the Company or January 1, 2018, whichever occurs earlier. If Vikram Singh desires to purchase any or all of David Gober's Membership Units in the Company, Vikram Singh shall provide David Gober with written notice of such intention one (1) year in advance ․

Appellants’ App. Vol. 2, pp. 159-60.

[11] The second part of section 9.5 allows Gober, upon his written declaration of a specified intent, to compel Singh to purchase Gober's membership units. The second part signals that it is a new provision with the conspicuous “[i]n addition” introduction:

In addition, should David Gober desire to no longer provide services to the Company, David Gober shall provide Vikram Singh with a written one (1) year notice. If David Gober gives said notice, the percentage of outstanding Membership Units owned by David Gober at the end of the one (1) year notice[ ] will be used to calculate the purchase price for David Gober's Membership Units․

Id. at 160. And the third part of section 9.5 follows from there and prescribes the manner in which Singh and Gober will value Gober's membership units upon the exercise of either part one or part two of section 9.5.

[12] Singh's entire argument is that his discretion to exercise part one of section 9.5 is equally applicable to Gober's exercise of part two. We do not agree. The plain language of section 9.5 grants Singh discretion only in whether he opts to compel Gober to sell the membership units under part one. As for part two of section 9.5, however, the plain language grants a measure of discretion to Gober—not Singh—in whether Gober opts to compel Singh to purchase the membership units. But once either party compels the other under section 9.5, the section from there specifies the manner of valuation of the membership units and closing on the sale.

[13] Singh contends that the “[i]n addition” language simply means that “Gober may also trigger Singh's right to purchase” the membership units. Appellants’ Br. at 26. But that is not a plausible reading of section 9.5 because it renders part two surplusage. That is, Singh's argument is that part two is simply a way for Gober to let Singh know Gober would like Singh to exercise his discretion under part one. If that is the correct reading, part two adds next to nothing of importance to section 9.5.

[14] Singh also argues that the valuation language in section 9.5 refers to “said purchase,” implying a singular right to purchase under that section, which Singh suggests must mean his singular and discretionary right to purchase. Id. at 27. But there is only one purchase that would happen under section 9.5, or at least that would happen at one time. Either Singh would compel Gober to sell any or all of Gober's membership units, or Gober would compel Singh to buy them. We are therefore unpersuaded by Singh's argument here.

[15] Accordingly, Singh's argument is contrary to the plain terms of section 9.5, and we reject it. The designated evidence makes clear that Gober validly invoked his right under part two of section 9.5 to compel Singh to purchase the membership units and that Singh failed to fulfill his obligation under the valuation component for a third appraiser. The trial court therefore properly entered summary judgment for Gober and properly denied Singh's motion for summary judgment, and we affirm the trial court's decision.

[16] Affirmed.

FOOTNOTES

1.   The trial court also expressly found that its summary judgment order was a final appealable judgment.

Mathias, Judge.

Bradford, J., and Kenworthy, J., concur.