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FILED
DALLAS COUNTY
1/24/2020 3:28 PM
FELICIA PITRE
DISTRICT CLERK
CAUSE NO. DC-19-10734 Treva Parker-Ayodele
JEANNIE WOOLSLAYER, IN THE DISTRICT COURT
Plaintiff,
Plaintifl,
v. WWWWWWWWDWI‘M
298 "JUDICIAL
298T” JUDICIAL DISTRICT
LEE C.
C. MOORE, 1N0,
INC., A/K/A
WOOLSLAYER COMPANIES, INC.,
INC.,
Defendant,
Defendant. DALLAS COUNTY, TEXAS
PLAINTIFF'S MOTION FOR PARTIAL SUMMARY JUDGMENT
PLAINTIFF’S
TO THE HONORABLE JUDGE OF SAID COURT:
("Jeannie" or
COMES NOW, JEANNIE WOOLSLAYER (“Jeannie” "Plaintiff', and
or “Plaintiff’), files this
and files this
Motion
Motion for Partial
for Partial Summary Judgment, in support
and in
Judgment, and support thereof, the Court
thereof, shows the the following:
Court the following;
I.
I.
SUMMARY 0F
OF MOTION
1.1
1.1 material facts
The material in this
facts in this case are simple
case are and undisputed:
simple and Jeannie and Defendant
undisputed: Jeannie Defendant
Lee C.
Lee Inc. a/k/A
Moore, Inc.
C. Moore, Woolslayer Companies,
a/k/A Woolslayer ("WCp') entered
Inc. (“WCI”)
Companies, Inc. entered into an agreement which
into
permitted Jeannie
permitted Jeannie to her stock
to redeem her stock in
in WCI at her election
at her election (hereinafter the "Redemption
(hereinafter the “Redemption
Agreement").
Agreement”). entered into
The Redemption Agreement was entered July 10,
into on July and was approved
2008, and
10, 2008,
WCI's Board.
by WCI’s establishes the
Board. The Redemption Agreement establishes of valuing Jeannie's
the method ofvaluing Jeannie’s shares
shares
and timeline for
and timeline for completion of the
completion of the redemption
redemption process.
process. On May 17,
17, 2019, Jeannie elected
2019, Jeannie to
elected to
her WCI shares
redeem her shares pursuant
pursuant to
to the Agreement.
the Redemption Agreement.
1.2
1.2 Despite these uncontmted
Despite these uncontested facts, the major crux
facts, the of the
crux 0f dispute between WCI and
the dispute and
Jeannie rests
Jeannie rests upon aa simple, and purely
simple, and purely legal,
legal, question of contract
question of contract interpretation:
interpretation: specifically,
specifically,
whether the
whether the plain and unambiguous language
plain and of the
language of the Redemption Agreement calls for
calls for discount
a discount
a
to
to be applied
be the redemption
to the
applied to of Jeannie’s
redemption of Jeannie's shares
shares in
in WCI.
PLAINTIFF' S MOTION
PLAINTIFF FoR PARTIAL SUMMARY
MQTIQN FOR SUMMARY JUDGMENT PAGE I1
1.3
1.3 Under the
Under of the
terms of
the terms the Redemption Agreement, the price
Agreement, the of any
price of redeemed stock
any redeemed stock
"must be
“must determined by
be determined of the
appraisal of
by appraisal the market value
fair market
fair of WCI." Jeannie
value of Jeannie contends
contends that, since
that, since
the agreement
the agreement calls
calls for the appraisal
for the of the
appraisal of "fair market
the “fair market value
value of of WCI”
WCI" as
as opposed to "fair
the “fair
to the
market value
market of her
value of interest," this
her interest,” this language
language is her shares
requires her
is unambiguous and requires shares to redeemed
be redeemed
to be
for enterprise
for value
enterprise value (he. her
(i.e. rata share
her pro rata of WCI), without
share of without the
the application of any
application of discount for
any discount for
minority intermt,
minority interest, 1ack of control,
lack of or lack
control, or of marketability.
lack ofmarketability.
1.4
1.4 the other
On the other hand, without pleading
hand, without ambiguity, WCI has
pleading ambiguity, has taken the position
taken the that the
position that the
plain language
plain of the
language of the Redemption
Redemption calls
Agreement calls for the
for the valuation of
Jeannie's shares,
valuation of Jeannie’s with
shares, with
attendant discounts,
attendant discounts, instead of
instead of an undiscounted valuation
an undiscounted of
valuation of WCI and
and payment of Jeannie's pro
of Jeannie’s pro
rata portion
rata of the
portion of the company.
company.
1.5
1.5 Following the
Following of the Redemption
terms ofthe
the terms Redemption Ageement, Jeannie and WCI each
Agreement, Jeannie each engaged
appraisers,
appraisers, both appraisers
and both
and valued WCI. Using the
appraisers valued undiscounted appraisal
the undiscounted of WCI, both
appraisal ofWCI, both WCI
Jeannie's appraiser
and Jeannie’s had an
appraiser had overlapping vaiue
an overlapping of Jeannie’s
value of Jeannie's shares
shares at million. In
$ 7,9 million.
at $7.9 addition
In addition
determining
to determining the
to value
the value of WCI,
of WCI also had its
also had its appraiser conduct aa separate
appraiser conduct separate appraisa} the
for the
appraisal for
fair market valuation
fair market of Jeannie’s
valuation of Jeannie's shares attendant discounts,
with attendant
shares with and determined
discounts, and that the
determined that the
discounted of Jeannie’s
value of
discounted value Jeannie's shares
shares was $5.25 million.
$ 5.25 million.
1.6
1.6 Based on these
Based these Jeannie is
appraisals, Jeannie
appraisals, is willing
willing to stipulate that
to stipulate undiscounted value
the undiscounted
that the value
of her
of her shares
shares is $ 7.9 million,
is $7.9 discounted value
the discounted
that the
million, and that of her
value of her shares
shares is $5.25
is million. Thus,
$ 5.25 miilion. Thus,
the remaining
the remaining legal dispute
legal dispute is simply
is simply aa matter of interpreting
matter of valuation provision
the valuation
interpreting the of the
provision of the
Agreement.
Redemption Ayeement.
1.7
1.7 Reading the plain and
the plain and unambiguous language of the
language of the Redemption
Redemption Agreement,
Agreement, it is
it is
clear that
clear Jeannie's shares
that Jeannie’s should
shares should be valued
be valued based "the
based on “the fair market
fair of WCI,”
value of
market value WCI," without
without any
any
discounts for
discounts for lack of marketabflity,
lack of marketability, control, or minority
control, or interest.
minority interest. Jeannie asks
Jeannie the Court
asks the Court to rule
to rule
PLAINTIFF'S MOTION FOR PARTKAL
PLAINTIFF’S PARTIAL SUMMARY JUDGMENT PAGE22
PAGE
that, as of law,
matter of
that, as aa matter the Redemption Agreement is
law, the is unambiguous, does not
and does
unambiguous, and not call
call for the
for the
of
discount.
application of aa discount.
appiication
H.
II.
SUMMARY JUDGMENT GROUNDS
2.1
2.1 Plaintiff
Plaintiff is entitled to
is entitled to the requested partial
the requested partial judgment under
summary judgment Rule 166a
under Rule of
166a of
the Texas
the Texas Rules of Civil
Rules of Procedure because
Civil Procedure because the
the attached
attached evidence
evidence demonstrates,
demonstrates, as of law
matter of
as aa matter law
that the
that the Agreement does
Redemption Agreement not call
does not call for the application
for the of aa discount
application of discount in the valuation
in the of
valuation of
Jeannie's shares.
Jeannie’s shares.
HI.
III.
SUMMARY JUDGMENT EVIDENCE
3.1
3.1 In support
In of
this Motion,
support of this Jeannie offers
Motion, Jeannie offers the
the following
following judgment
summary judgnent
evidence,
evidence, evidence is
which evidence attached hereto
is attached hereto and herein for
incorporated herein
and incorporated for all
all purposes:
purposes:
l.
1. Affidavit of Jeannie
Affidavit of Jeannie Woolslayer
Woolslayer as Exhibit
as Exhibit I;
l;
2.
2. The Redemption Agreement, dated JuIy
Agreement, dated July 10, 2008, as
10, 2008, Exhibit 2;
as Exhibit 2;
3.
3. Email from Tom Wingerter,
Email dated May 28,
Wingerter, dated 2019,
28, 201 Exhibit 3;
as Exhibit
9, as 3;
4.
4. WCI's Valuation
WCI’s of WCI, date
Valuation of date July
July 16, 2019,
16, 201 Exhibit 4;
as Exhibit
9, as 4;
5.
5. WCI's Valuation
WCI’s of Jeannie's Shares,
Valuation ofJeannie’s dated July
Shares, dated July 31, Exhibit 5;
as Exhibit
31, 2019 as 5;
6.
6. Jeannie's Valuation
Jeannie’s of WCI, dated
Valuation of dated May l7, 2019, as
17, 2019, Exhibit 6.
as Exhibit 6.
IV.
IV.
SUMMARY JUDGMENT FACTS AND PROCEDURAL HISTORY
A. Family and Background
History and
Family History Background Information
Information
4.1
4.1 Jeannie Woolslayer
Jeannie Woolslayer is the surviving
is the surviving spouse of Joseph
spouse of Robert Woolslayer
Joseph Robert ("Bob").
Woolslayer (“Bob”).
Jeannie and
Jeannie and together for
Bob were together twenty-two (22)
for twenty-two (22) years, married for
and married
years, and over nineteen
for over nineteen (l
(19) years.
9) years.
Bob died July 26,
died on July 2018, and
26, 2018, Jeannie was appointed
and Jeannie appointed as Independent Executrix
as Independent of his
Executrix of his Estate
Estate on
PLAINTIFF's MOTION
PLAINTIFF’S MQTIQN FOR PARTIAL SUMMARY JUDGMENT
FQR PARTiAL PAGE 3
2018.
27, 201
August 27, 8. Bob's Estate
Bob’s Estate is currently
is currently pending
pending in Dallas County
in Dallas Probate Court
County Probate Court No. under
3 under
PR-18-02611-3.
Cause No. PR-l 8-0261 1-3.
4.2
4.2 has four
Bob has four (4) surviving sons
(4) surviving sons from prior marriage:
from aa prior marriage: Robert Woolslaycr
Robert Woolslaycr
("Robert" ),
(“Robert”), Homer Woolslayer ("Ifomer"), John
Woolslayer (“Homer”), Woolslayer ("
John Woolslayer John"), and
(“John”), Woolslayer
Joseph Woolslayer
and Joseph
("Joe").
(“Joe”).
4.3
4.3 WCI is
is aa family with the
family owned company with current outstanding
the current outstanding shares
shares being
being owned
Jeannie, Robert,
by Jeannie, Homer, John,
Robert, Homer, and Joe,
John, and four (4)
and four
Joe, and trusts for
separate trusts
(4) separate for each
each of Bob's chiIdren
of Bob’s children
(Robert's Trust,
(Robert’s Trust, Homer's Trust,
Homer’s John's Trust,
Trust, John’s Trust, and Joseph's Trust
and Joseph’s Trust (collectively, "Children'’s
the “Children
(collectively, the
Trusts" )),
GST Trusts”)).
4.4
4.4 At the of his
time of
the time his death,
death, Bob owned ten thousand (10,000)
ten thousand of Class
shares of
(10,000) shares Class B
Stock in
Common Stock in WCI, and Jeannie owned ten
and Jeannie ten thousand
thousand (10,000) of Class
shares of
(10,000) shares Class B Common
Stock in
Stock in Bob's death,
WCI, At Bob’s
WCI. Jeannie inherited
death, Jeannie Bob's ten
inherited Bob’s ten thousand
thousand (10,000) of Class
shares of
(10,000) shares Class B
Stock in
Common Stock Jeannie owns twenty
Currently, Jeannie
in WCI. Currently, thousand (20,000)
twenty thousand of Class
shares of
(20,000) shares Class B
Stock in
Common Stock in WCI.1
WCI.',
B. Redemption Agreement
The Redemption
4.5
4.5 July 10,
On July Jeannie and
2008, Jeannie
10, 2008, and Bob entered into an
entered into an Agreement (hereinafter the
Agreement (hereinafier the
“Redemption Agreement" ), which,
"Redemption Agreement”), which, upon the of aa spouse,
death of
the death the surviving
permitted the
spouse, permitted surviving spouse to
spouse to
redeem their
redeem their shares
shares in
in WCI at
at the survivor's election.
the survivor’s election. A true
true and of the Redemption
correct copy ofthe
and correct Redemption
Agreement is attached as Exhibit 2.
is attached as Exhibit WCI's Board
approved by WCI’s
2. The Redemption Agreement was approved
of Directors
of June 30,
Directors on June 2009.
30, 2009.
4.6
4.6 Pursuant to
Pursuant the Redemption Ageement,
to the Bob's death,
Agreement, upon Bob’s Jeannie had
death, Jeannie the option
had the option
either retainall
to either retain ail
to of her
of her shares of Class
shares of Class B Stock in
Common Stock in WCI, or ask WCI to
or ask such
to redeem such
'he
l
The only differencebetween Class
only difference between Class B Common Stock and Class A stock
Stock and Classstock is voting
voting rights in the entity,
is rights in the entity.
PLAINTIFF'S MOTION FOR PARTIAL SUMMARY
PLAINTIFF’S SVMMARY JUDGMENT PAGE 4
shares.
shares. See Exhibit 2
See Exhibit at
at 1.01. To trigger
$ 1.01.
11
the redemption,
trigger the redemption, Jeannie
Jeannie simply needed to
simply needed to provide
provide
notice to
notice the
to the that she
company that redeeming her
she was redeeming her stock. Exhibit 2 at
stock. See Exhibit at 1] 4.04.
$ 4.04.
4.7
4.7 the terms
Under the of the
terms of Redemption Agreement,
the Redemption the price
Agreement, the of the
price of redeemed shares
the redeemed shares
"must be
“must be determined
determined by appraisal of the
appraisal of the fair market
fair market value of WCI.”
value of WCI." See Exhibit 2 at
See Exhibit at 1] 5.01. To
$ 5.01.
determine
determine fair market value,
fair market shareholder and
the shareholder
value, the and company were to each pick
to each pick one (l) In
appraiser. In
(I) appraiser.
the event that
the event the
that the (2) appraisers
two (2) not agree
could not
appraisers could the vaiue
agree on the of WCI, then
value of then they were to
they were select
to select
third appraiser,
a third
a valuation would be
appraiser, whose valuation be binding the company and
binding on the shareholder.
and shareholder. Id. This
Id. This
process
appraisal process
appraisal be complete
to be
was to later than
complete no later than sixty
sixty (60) after the
days afier
(60) days the triggering event. Id.
triggering event. Id,
4.8
4.8 Upon completion of the
completion of the appraisal
appraisal process, had to
process, WCI had the sale
close the
to close of the
sale of the
redeemed shares
redeemed shares no later than thirty (30) days
later than thirty (30) days fiom the date
from the that the
date that the appraisal process was
appraisal process
completed.
completed.
C.
C. Jeannie 's Election
Jeannie ’s Election to
to Redeem WCI Shares and Litigation
Shares and Litigation
4.9
4.9 On May 17,
17, 2019, Jeannie triggered
2019, Jeannie triggered the Redemption Ageement
the Redemption delivering her
Agreement by delivering her
Election to
Election to Stock to
Redeem Stock through its
to WCI, through its CEO, Tom Wingertcr, counsel, Randy Shorb.
and counsel,
Wingerter, and Shorb.
response to
In response
In Jeannie's
letter,
to Jeannie’s letter, Wingerter attempted
Tom Wingerter attempted to circumvent the
to circumvent the appraisal process by
appraisal process
if the
seeing if
seeing could simply
parties could
the parties simply agree
agree on the of
value of
the value of Wingerter’s
WCI. A copy of Wingerter's emaii
email is
is
attached as
attached Exhibit 3.
as Exhibit 3.
4.10
4.10 However, WCI and
However, and Jeannie both agreed
Jeannie both agreed to continue in
to continue in compkiance with the
compliance with terms
the terms
of the
of Redemption Agreement.
the Redemption Agreement. Pursuant to
Pursuant to the of the
terms of
the terms the Redemption Agreement, Jeannie and
Agreement, Jeannie and
WCI had sixty
sixty (60) until July
days, until
(60) days, July l7, 2019,
17, 201 to complete
9, to the appraisaI
complete the appraisal process. Jeannie and
process. Jeannie and WCI
each their independent
selected their
each selected independent appraisers, provided the
appraisers, provided information to
the same information the appraisers,
to the and
appraisers, and
held conferences with
held phone conferences with the
the lawyers
lawyers and
and appraisers discuss the
to discuss
appraisers to the appraisal relevant
process, relevant
appraisal process,
information, and
company information, and parameters.
parameters.
PLAINTIFF's MOTION
PLAINTIFF’S FQR PARTIAL SUMMARY JUDGMENT
MQTIQN FOR PAGE 5
4.11
4.11 After completion
Afier of the
completion of the appraisals,
appraisals, counsel for WCI and
counsel for Jeannie and
and Jeannie both
and both
held aa phone conference
appraisers held
appraisers conference during
during which both appraisers
which both discussed
appraisers discussed their conclusions and
their conclusions and
valuations.
valuations. During
During this Jeannie and
call, Jeannie
this call, and WCI agreed
agreed upon aa valuation of WCI and
valuation of Jeannie's
and Jeannie’s
shares, without the
shares, without the application
application of aa discount.
of discount. Counsel and
Counsel the appraisers
and the both parties
for both
appraisers for parties agreed
agreed
that the undiscounted
that the value
undiscounted value of Jeannie’s
of Jeannie's shares
shares was $7.9 million, and
$ 7.9 million, her shares
and her shares should be
should be
redeemed at
redeemed at this amount
this amount pursuant
pursuant to the Redemption Agreement.
to the Exhibit l.
Agreement. See Exhibit 1.
4.12
4.12 Despite their
Despite earlier conference
their earlier conference and
and seeming agreement between
seeming agreement between counsel
counsel and
and the
the
appraisers,
appraisers, July 16,
on July 2019, for
16, 2019, the first
for the time ever,
first time through its
ever, WCI, through informed Jeannie
counsel, informed
its counsel, Jeannie
that
that it had aa concem
it now had that the
concern that Redemption Agreement called
the Redemption the application
for the
called for of aa discount
application of discount
to the
to value
the value of her
of her shares.
shares. See Exhibit l.
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FILED DALLAS COUNTY 1/24/2020 3:28 PM FELICIA PITRE DISTRICT CLERK CAUSE NO. DC-19-10734 Treva Parker-Ayodele JEANNIE WOOLSLAYER, IN THE DISTRICT COURT Plaintiff, Plaintifl, v. WWWWWWWWDWI‘M 298 "JUDICIAL 298T” JUDICIAL DISTRICT LEE C. C. MOORE, 1N0, INC., A/K/A WOOLSLAYER COMPANIES, INC., INC., Defendant, Defendant. DALLAS COUNTY, TEXAS PLAINTIFF'S MOTION FOR PARTIAL SUMMARY JUDGMENT PLAINTIFF’S TO THE HONORABLE JUDGE OF SAID COURT: ("Jeannie" or COMES NOW, JEANNIE WOOLSLAYER (“Jeannie” "Plaintiff', and or “Plaintiff’), files this and files this Motion Motion for Partial for Partial Summary Judgment, in support and in Judgment, and support thereof, the Court thereof, shows the the following: Court the following; I. I. SUMMARY 0F OF MOTION 1.1 1.1 material facts The material in this facts in this case are simple case are and undisputed: simple and Jeannie and Defendant undisputed: Jeannie Defendant Lee C. Lee Inc. a/k/A Moore, Inc. C. Moore, Woolslayer Companies, a/k/A Woolslayer ("WCp') entered Inc. (“WCI”) Companies, Inc. entered into an agreement which into permitted Jeannie permitted Jeannie to her stock to redeem her stock in in WCI at her election at her election (hereinafter the "Redemption (hereinafter the “Redemption Agreement"). Agreement”). entered into The Redemption Agreement was entered July 10, into on July and was approved 2008, and 10, 2008, WCI's Board. by WCI’s establishes the Board. The Redemption Agreement establishes of valuing Jeannie's the method ofvaluing Jeannie’s shares shares and timeline for and timeline for completion of the completion of the redemption redemption process. process. On May 17, 17, 2019, Jeannie elected 2019, Jeannie to elected to her WCI shares redeem her shares pursuant pursuant to to the Agreement. the Redemption Agreement. 1.2 1.2 Despite these uncontmted Despite these uncontested facts, the major crux facts, the of the crux 0f dispute between WCI and the dispute and Jeannie rests Jeannie rests upon aa simple, and purely simple, and purely legal, legal, question of contract question of contract interpretation: interpretation: specifically, specifically, whether the whether the plain and unambiguous language plain and of the language of the Redemption Agreement calls for calls for discount a discount a to to be applied be the redemption to the applied to of Jeannie’s redemption of Jeannie's shares shares in in WCI. PLAINTIFF' S MOTION PLAINTIFF FoR PARTIAL SUMMARY MQTIQN FOR SUMMARY JUDGMENT PAGE I1 1.3 1.3 Under the Under of the terms of the terms the Redemption Agreement, the price Agreement, the of any price of redeemed stock any redeemed stock "must be “must determined by be determined of the appraisal of by appraisal the market value fair market fair of WCI." Jeannie value of Jeannie contends contends that, since that, since the agreement the agreement calls calls for the appraisal for the of the appraisal of "fair market the “fair market value value of of WCI” WCI" as as opposed to "fair the “fair to the market value market of her value of interest," this her interest,” this language language is her shares requires her is unambiguous and requires shares to redeemed be redeemed to be for enterprise for value enterprise value (he. her (i.e. rata share her pro rata of WCI), without share of without the the application of any application of discount for any discount for minority intermt, minority interest, 1ack of control, lack of or lack control, or of marketability. lack ofmarketability. 1.4 1.4 the other On the other hand, without pleading hand, without ambiguity, WCI has pleading ambiguity, has taken the position taken the that the position that the plain language plain of the language of the Redemption Redemption calls Agreement calls for the for the valuation of Jeannie's shares, valuation of Jeannie’s with shares, with attendant discounts, attendant discounts, instead of instead of an undiscounted valuation an undiscounted of valuation of WCI and and payment of Jeannie's pro of Jeannie’s pro rata portion rata of the portion of the company. company. 1.5 1.5 Following the Following of the Redemption terms ofthe the terms Redemption Ageement, Jeannie and WCI each Agreement, Jeannie each engaged appraisers, appraisers, both appraisers and both and valued WCI. Using the appraisers valued undiscounted appraisal the undiscounted of WCI, both appraisal ofWCI, both WCI Jeannie's appraiser and Jeannie’s had an appraiser had overlapping vaiue an overlapping of Jeannie’s value of Jeannie's shares shares at million. In $ 7,9 million. at $7.9 addition In addition determining to determining the to value the value of WCI, of WCI also had its also had its appraiser conduct aa separate appraiser conduct separate appraisa} the for the appraisal for fair market valuation fair market of Jeannie’s valuation of Jeannie's shares attendant discounts, with attendant shares with and determined discounts, and that the determined that the discounted of Jeannie’s value of discounted value Jeannie's shares shares was $5.25 million. $ 5.25 million. 1.6 1.6 Based on these Based these Jeannie is appraisals, Jeannie appraisals, is willing willing to stipulate that to stipulate undiscounted value the undiscounted that the value of her of her shares shares is $ 7.9 million, is $7.9 discounted value the discounted that the million, and that of her value of her shares shares is $5.25 is million. Thus, $ 5.25 miilion. Thus, the remaining the remaining legal dispute legal dispute is simply is simply aa matter of interpreting matter of valuation provision the valuation interpreting the of the provision of the Agreement. Redemption Ayeement. 1.7 1.7 Reading the plain and the plain and unambiguous language of the language of the Redemption Redemption Agreement, Agreement, it is it is clear that clear Jeannie's shares that Jeannie’s should shares should be valued be valued based "the based on “the fair market fair of WCI,” value of market value WCI," without without any any discounts for discounts for lack of marketabflity, lack of marketability, control, or minority control, or interest. minority interest. Jeannie asks Jeannie the Court asks the Court to rule to rule PLAINTIFF'S MOTION FOR PARTKAL PLAINTIFF’S PARTIAL SUMMARY JUDGMENT PAGE22 PAGE that, as of law, matter of that, as aa matter the Redemption Agreement is law, the is unambiguous, does not and does unambiguous, and not call call for the for the of discount. application of aa discount. appiication H. II. SUMMARY JUDGMENT GROUNDS 2.1 2.1 Plaintiff Plaintiff is entitled to is entitled to the requested partial the requested partial judgment under summary judgment Rule 166a under Rule of 166a of the Texas the Texas Rules of Civil Rules of Procedure because Civil Procedure because the the attached attached evidence evidence demonstrates, demonstrates, as of law matter of as aa matter law that the that the Agreement does Redemption Agreement not call does not call for the application for the of aa discount application of discount in the valuation in the of valuation of Jeannie's shares. Jeannie’s shares. HI. III. SUMMARY JUDGMENT EVIDENCE 3.1 3.1 In support In of this Motion, support of this Jeannie offers Motion, Jeannie offers the the following following judgment summary judgnent evidence, evidence, evidence is which evidence attached hereto is attached hereto and herein for incorporated herein and incorporated for all all purposes: purposes: l. 1. Affidavit of Jeannie Affidavit of Jeannie Woolslayer Woolslayer as Exhibit as Exhibit I; l; 2. 2. The Redemption Agreement, dated JuIy Agreement, dated July 10, 2008, as 10, 2008, Exhibit 2; as Exhibit 2; 3. 3. Email from Tom Wingerter, Email dated May 28, Wingerter, dated 2019, 28, 201 Exhibit 3; as Exhibit 9, as 3; 4. 4. WCI's Valuation WCI’s of WCI, date Valuation of date July July 16, 2019, 16, 201 Exhibit 4; as Exhibit 9, as 4; 5. 5. WCI's Valuation WCI’s of Jeannie's Shares, Valuation ofJeannie’s dated July Shares, dated July 31, Exhibit 5; as Exhibit 31, 2019 as 5; 6. 6. Jeannie's Valuation Jeannie’s of WCI, dated Valuation of dated May l7, 2019, as 17, 2019, Exhibit 6. as Exhibit 6. IV. IV. SUMMARY JUDGMENT FACTS AND PROCEDURAL HISTORY A. Family and Background History and Family History Background Information Information 4.1 4.1 Jeannie Woolslayer Jeannie Woolslayer is the surviving is the surviving spouse of Joseph spouse of Robert Woolslayer Joseph Robert ("Bob"). Woolslayer (“Bob”). Jeannie and Jeannie and together for Bob were together twenty-two (22) for twenty-two (22) years, married for and married years, and over nineteen for over nineteen (l (19) years. 9) years. Bob died July 26, died on July 2018, and 26, 2018, Jeannie was appointed and Jeannie appointed as Independent Executrix as Independent of his Executrix of his Estate Estate on PLAINTIFF's MOTION PLAINTIFF’S MQTIQN FOR PARTIAL SUMMARY JUDGMENT FQR PARTiAL PAGE 3 2018. 27, 201 August 27, 8. Bob's Estate Bob’s Estate is currently is currently pending pending in Dallas County in Dallas Probate Court County Probate Court No. under 3 under PR-18-02611-3. Cause No. PR-l 8-0261 1-3. 4.2 4.2 has four Bob has four (4) surviving sons (4) surviving sons from prior marriage: from aa prior marriage: Robert Woolslaycr Robert Woolslaycr ("Robert" ), (“Robert”), Homer Woolslayer ("Ifomer"), John Woolslayer (“Homer”), Woolslayer (" John Woolslayer John"), and (“John”), Woolslayer Joseph Woolslayer and Joseph ("Joe"). (“Joe”). 4.3 4.3 WCI is is aa family with the family owned company with current outstanding the current outstanding shares shares being being owned Jeannie, Robert, by Jeannie, Homer, John, Robert, Homer, and Joe, John, and four (4) and four Joe, and trusts for separate trusts (4) separate for each each of Bob's chiIdren of Bob’s children (Robert's Trust, (Robert’s Trust, Homer's Trust, Homer’s John's Trust, Trust, John’s Trust, and Joseph's Trust and Joseph’s Trust (collectively, "Children'’s the “Children (collectively, the Trusts" )), GST Trusts”)). 4.4 4.4 At the of his time of the time his death, death, Bob owned ten thousand (10,000) ten thousand of Class shares of (10,000) shares Class B Stock in Common Stock in WCI, and Jeannie owned ten and Jeannie ten thousand thousand (10,000) of Class shares of (10,000) shares Class B Common Stock in Stock in Bob's death, WCI, At Bob’s WCI. Jeannie inherited death, Jeannie Bob's ten inherited Bob’s ten thousand thousand (10,000) of Class shares of (10,000) shares Class B Stock in Common Stock Jeannie owns twenty Currently, Jeannie in WCI. Currently, thousand (20,000) twenty thousand of Class shares of (20,000) shares Class B Stock in Common Stock in WCI.1 WCI.', B. Redemption Agreement The Redemption 4.5 4.5 July 10, On July Jeannie and 2008, Jeannie 10, 2008, and Bob entered into an entered into an Agreement (hereinafter the Agreement (hereinafier the “Redemption Agreement" ), which, "Redemption Agreement”), which, upon the of aa spouse, death of the death the surviving permitted the spouse, permitted surviving spouse to spouse to redeem their redeem their shares shares in in WCI at at the survivor's election. the survivor’s election. A true true and of the Redemption correct copy ofthe and correct Redemption Agreement is attached as Exhibit 2. is attached as Exhibit WCI's Board approved by WCI’s 2. The Redemption Agreement was approved of Directors of June 30, Directors on June 2009. 30, 2009. 4.6 4.6 Pursuant to Pursuant the Redemption Ageement, to the Bob's death, Agreement, upon Bob’s Jeannie had death, Jeannie the option had the option either retainall to either retain ail to of her of her shares of Class shares of Class B Stock in Common Stock in WCI, or ask WCI to or ask such to redeem such 'he l The only differencebetween Class only difference between Class B Common Stock and Class A stock Stock and Classstock is voting voting rights in the entity, is rights in the entity. PLAINTIFF'S MOTION FOR PARTIAL SUMMARY PLAINTIFF’S SVMMARY JUDGMENT PAGE 4 shares. shares. See Exhibit 2 See Exhibit at at 1.01. To trigger $ 1.01. 11 the redemption, trigger the redemption, Jeannie Jeannie simply needed to simply needed to provide provide notice to notice the to the that she company that redeeming her she was redeeming her stock. Exhibit 2 at stock. See Exhibit at 1] 4.04. $ 4.04. 4.7 4.7 the terms Under the of the terms of Redemption Agreement, the Redemption the price Agreement, the of the price of redeemed shares the redeemed shares "must be “must be determined determined by appraisal of the appraisal of the fair market fair market value of WCI.” value of WCI." See Exhibit 2 at See Exhibit at 1] 5.01. To $ 5.01. determine determine fair market value, fair market shareholder and the shareholder value, the and company were to each pick to each pick one (l) In appraiser. In (I) appraiser. the event that the event the that the (2) appraisers two (2) not agree could not appraisers could the vaiue agree on the of WCI, then value of then they were to they were select to select third appraiser, a third a valuation would be appraiser, whose valuation be binding the company and binding on the shareholder. and shareholder. Id. This Id. This process appraisal process appraisal be complete to be was to later than complete no later than sixty sixty (60) after the days afier (60) days the triggering event. Id. triggering event. Id, 4.8 4.8 Upon completion of the completion of the appraisal appraisal process, had to process, WCI had the sale close the to close of the sale of the redeemed shares redeemed shares no later than thirty (30) days later than thirty (30) days fiom the date from the that the date that the appraisal process was appraisal process completed. completed. C. C. Jeannie 's Election Jeannie ’s Election to to Redeem WCI Shares and Litigation Shares and Litigation 4.9 4.9 On May 17, 17, 2019, Jeannie triggered 2019, Jeannie triggered the Redemption Ageement the Redemption delivering her Agreement by delivering her Election to Election to Stock to Redeem Stock through its to WCI, through its CEO, Tom Wingertcr, counsel, Randy Shorb. and counsel, Wingerter, and Shorb. response to In response In Jeannie's letter, to Jeannie’s letter, Wingerter attempted Tom Wingerter attempted to circumvent the to circumvent the appraisal process by appraisal process if the seeing if seeing could simply parties could the parties simply agree agree on the of value of the value of Wingerter’s WCI. A copy of Wingerter's emaii email is is attached as attached Exhibit 3. as Exhibit 3. 4.10 4.10 However, WCI and However, and Jeannie both agreed Jeannie both agreed to continue in to continue in compkiance with the compliance with terms the terms of the of Redemption Agreement. the Redemption Agreement. Pursuant to Pursuant to the of the terms of the terms the Redemption Agreement, Jeannie and Agreement, Jeannie and WCI had sixty sixty (60) until July days, until (60) days, July l7, 2019, 17, 201 to complete 9, to the appraisaI complete the appraisal process. Jeannie and process. Jeannie and WCI each their independent selected their each selected independent appraisers, provided the appraisers, provided information to the same information the appraisers, to the and appraisers, and held conferences with held phone conferences with the the lawyers lawyers and and appraisers discuss the to discuss appraisers to the appraisal relevant process, relevant appraisal process, information, and company information, and parameters. parameters. PLAINTIFF's MOTION PLAINTIFF’S FQR PARTIAL SUMMARY JUDGMENT MQTIQN FOR PAGE 5 4.11 4.11 After completion Afier of the completion of the appraisals, appraisals, counsel for WCI and counsel for Jeannie and and Jeannie both and both held aa phone conference appraisers held appraisers conference during during which both appraisers which both discussed appraisers discussed their conclusions and their conclusions and valuations. valuations. During During this Jeannie and call, Jeannie this call, and WCI agreed agreed upon aa valuation of WCI and valuation of Jeannie's and Jeannie’s shares, without the shares, without the application application of aa discount. of discount. Counsel and Counsel the appraisers and the both parties for both appraisers for parties agreed agreed that the undiscounted that the value undiscounted value of Jeannie’s of Jeannie's shares shares was $7.9 million, and $ 7.9 million, her shares and her shares should be should be redeemed at redeemed at this amount this amount pursuant pursuant to the Redemption Agreement. to the Exhibit l. Agreement. See Exhibit 1. 4.12 4.12 Despite their Despite earlier conference their earlier conference and and seeming agreement between seeming agreement between counsel counsel and and the the appraisers, appraisers, July 16, on July 2019, for 16, 2019, the first for the time ever, first time through its ever, WCI, through informed Jeannie counsel, informed its counsel, Jeannie that that it had aa concem it now had that the concern that Redemption Agreement called the Redemption the application for the called for of aa discount application of discount to the to value the value of her of her shares. shares. See Exhibit l.