English & Sons, Inc. v. Straw Hat Restaurants, Inc.

SUMMARY-JUDGMENT ORDER

[Re: EÓF Nos. 55, 60, 61]

INTRODUCTION

This case involves a falling out among members of the Straw Hat Pizza restaurant chain. The plaintiffs are those members of the Straw Hat chain who dissented from a majority vote to dissolve the existing company and move Straw Hat from a cooperative to a franchise model. The defendants are Straw Hat members who either voted to dissolve the company, or at least honored the results of that vote, and converted their restaurants into Straw Hat franchises. The parties’ essential dispute is over who has the right to control the cooperative (the entity that elected to dissolve itself) and its assets — especially its intellectual property (like trademarks, operating manuals, recipes, and so on). The parties have filed a series of summary-judgment motions on many (though not all) of their respective claims and counterclaims. The court’s central holding is that, as a matter .of law, the plaintiffs had no power after the June 2011 dissolution vote to decide that they were the cooperative’s “only remaining members,” or to take the actions that they did: such as electing a new board of directors, revoking the dissolution vote,…