UNPUBLISHED

UNITED STATES COURT OF APPEALS

FOR THE FOURTH CIRCUIT

DEBRA JOHNSON, an individual;
THOMAS JOHNSON, an individual,
Plaintiffs-Appellees,

v.

ROBERT DELAWDER, an individual;
GLENDA DELAWDER, an individual,
                                  No. 97-1569
Defendants-Appellants,

and

UNIGLOBE/LYNDON TRAVEL,
INCORPORATED, a West Virginia
corporation,
Defendant.

DEBRA JOHNSON, an individual;
THOMAS JOHNSON, an individual,
Plaintiffs-Appellants,

v.

ROBERT DELAWDER, an individual;
GLENDA DELAWDER, an individual,
                                  No. 97-1582
Defendants-Appellees,

and

UNIGLOBE/LYNDON TRAVEL,
INCORPORATED, a West Virginia
corporation,
Defendant.
Appeals from the United States District Court
for the Southern District of West Virginia, at Huntington.
Robert J. Staker, Senior District Judge.
(CA-95-990-3)

Argued: January 26, 1998

Decided: April 2, 1998

Before RUSSELL,* WIDENER, and WILKINS, Circuit Judges.

_________________________________________________________________

Affirmed by unpublished per curiam opinion.

_________________________________________________________________

COUNSEL

ARGUED: William David Levine, ST. CLAIR & LEVINE, Hunting-
ton, West Virginia, for Appellants. Benu Rellan, LAMP, O'DELL,
BARTRAM & ENTSMINGER, Huntington, West Virginia, for
Appellees. ON BRIEF: Kurt E. Entsminger, Sheryl A. Rucker,
LAMP, O'DELL, BARTRAM & ENTSMINGER, Huntington, West
Virginia, for Appellees.

_________________________________________________________________

Unpublished opinions are not binding precedent in this circuit. See
Local Rule 36(c).
_________________________________________________________________
*Judge Russell heard oral argument in this case but died prior to the
time the decision was filed. The decision is filed by a quorum of the
panel. 28 U.S.C.A. § 46(d) (West 1993).

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OPINION

PER CURIAM:

Robert and Glenda Delawder appeal an order of the district court
denying in part their motion for judgment as a matter of law following
a jury verdict in favor of Thomas and Debra Johnson on the Johnsons'
claim of oppression by majority stockholders. The Johnsons cross
appeal the portion of the order granting in part the motion for judg-
ment as a matter of law. Finding no error, we affirm.

I.

Beginning in the early 1990s, the Delawders owned a two-thirds
interest in a travel agency located in Huntington, West Virginia, cal-
led Uniglobe/Lyndon Travel, Inc. (Uniglobe). Glenda Delawder
served as the manager of Uniglobe. In June 1994, the Johnsons pur-
chased the remaining one-third interest. Each person served as a
director of the company, and Robert Delawder and Debra Johnson
were officers. The parties agreed that Debra Johnson, who had been
trained as a travel agent, would work for Uniglobe and that neither
Debra nor Glenda would receive a salary until the company was prof-
itable.

Over time, the relationship between the parties deteriorated. In
October 1995, the Delawders obtained a restraining order in state
court that prohibited Debra Johnson from entering the premises of
Uniglobe. At that time, the Delawders also changed the locks on the
doors of the business and altered the computer passwords. Shortly
thereafter, the Delawders voted their stock to reduce the number of
directors to three, to remove Thomas Johnson as a director, and to
remove Debra Johnson from her position as an officer of the com-
pany. The reconstituted board of directors then approved a resolution
barring the Johnsons from the premises of Uniglobe except after busi-
ness hours and with the advance approval of Glenda Delawder.

In June 1996, the Delawders closed the Uniglobe office in Hun-
tington and opened another travel agency in Ashland, Kentucky. The
new agency was owned solely by the Delawders, but employed the

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same people and serviced many of the same clients. Uniglobe is cur-
rently in bankruptcy.

In November 1995, the Johnsons filed this diversity action in fed-
eral court, alleging, inter alia, a state-law claim for oppression by
majority shareholders. After trial, a jury returned a verdict in favor of
the Johnsons on the oppression claim and awarded damages of
$26,000. The jury indicated that $15,876 of this award represented the
value of Debra Johnson's services to Uniglobe; the remainder of the
award compensated the Johnsons for other economic losses and for
Debra Johnson's emotional distress.

The Delawders then moved for judgment as a matter of law, main-
taining that the evidence was insufficient to support the verdict; that
the evidence did not support an award of damages for the value of
Debra Johnson's services; and that emotional distress damages were
improper as a matter of West Virginia law. The district court con-
cluded that the evidence was sufficient to support a finding of oppres-
sion and that emotional distress damages were appropriate under the
law of West Virginia, but that the evidence did not support an award
of damages for the value of Debra Johnson's services. Both parties
appeal.

II.

Having had the benefit of oral argument and the parties' briefs, and
after careful consideration of the record and the applicable law, we
conclude that the district court correctly decided the issues before it.
Accordingly, we affirm on the reasoning of the district court. See
Johnson v. Uniglobe/Lyndon Travel, Inc., No. 3:95-0990 (S.D. W.
Va. Apr. 11, 1997).

AFFIRMED

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