                                                                     Oct 18 2013, 5:41 am




FOR PUBLICATION


ATTORNEYS FOR APPELLANT:                     ATTORNEY FOR APPELLEES:

BRIAN R. GATES                               ROBERT J. PALMER
TIMOTHY W. WOODS                             May, Oberfell, Lorber
Jones Obenchain, LLP                         Mishawaka, Indiana
South Bend, Indiana


                             IN THE
                   COURT OF APPEALS OF INDIANA

TIMOTHY S. ENDERS and ENDERS &               )
LONGWAY BUILDERS, INC.,                      )
                                             )
      Appellants-Respondents,                )
                                             )
             vs.                             )       No. 71A03-1211-PL-494
                                             )
DEBRA SUE ENDERS as Personal                 )
Representative of the Estate of              )
Randall Enders,                              )
                                             )
      Appellee-Petitioner.                   )


     APPEAL FROM THE ST. JOSEPH CIRCUIT COURT, MISHAWAKA DIVISION
                   The Honorable Michael G. Gotsch, Judge
                        Cause No. 71C01-1208-PL-188



                                  October 18, 2013

                   OPINION ON REHEARING – FOR PUBLICATION


BAKER, Judge
       In the instant case, appellant-defendant Timothy S. Enders appealed the trial

court’s decision to grant the petition of his now deceased brother, Randall Enders, to

judicially dissolve the corporation that the brothers had inherited from their father. The

brothers had been deadlocked in the management and corporate affairs for some time.

       This Court concluded that the Buy-Sell Agreement that limited the transferability

of corporate shares had terminated upon the dissolution of the corporation, which

occurred one day before Randall passed away.          Slip op. at 10.     Additionally, we

determined that the trial court had not erred by judicially dissolving the corporation

insofar as the “evidence before the trial court established that the corporation was no

longer profitable because of Timothy’s disability and Randall’s terminal illness.” Id. at

12.

       Now Timothy petitions for rehearing, essentially arguing that this Court

determined that the shares of the corporation were not jointly owned with the rights of

survivorship at the time of Randall’s death.       We grant the petition to address his

argument.

       Neither the trial court nor, consequently, this Court, made any determinations

regarding the effect of the shares certificates. Put another way, this Court only made

determinations regarding the effect of the trial court’s order dissolving the corporation

and how this terminated the Buy-Sell Agreement. Slip op. at 10, 12. And because the

trial court properly dissolved the corporation, the issue regarding the effect of the shares



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certificates should be resolved by the trial court during the winding up of the corporate

affairs and distribution of the corporate assets.

       Having addressed Timothy’s argument on rehearing and finding it unpersuasive,

we stand by our previous opinion.

MAY, J., and MATHIAS, J., concur.




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