Corporate & Business Owner Disputes

Tonkon Torp was lead counsel for a former executive officer and board member of Enron in dozens of federal and state court lawsuits in more than 20 states. We represented our client in civil lawsuit proceedings involving the Department of Labor and SEC, and a myriad of other proceeds obtaining favorable settlements to resolve all the proceedings before trial.

Prepared arbitration claim and strategy on behalf of clients who sold second-generation family business. Clients did not receive the payments they were entitled to under the sale agreement because the buyer disputed the accuracy of the company's financial statements and asserted rights to offset for indemnity claims. Assisted clients in negotiating a favorable payment structure, which resolved the accounting and indemnity disputes.

(Clark County, WA Superior Court) – Obtained a favorable jury verdict for a retiring shareholder who challenged the appraisal value of his shares in several closely-held corporations.

(Multnomah County Circuit Court/Oregon Court of Appeals) – Defended successfully, at trial and on appeal, claims by one 50-percent shareholder against the other 50-percent shareholder for unjust enrichment, fraudulent conveyance, and breach of fiduciary duty.

Our client and her husband of thirty years built an education and marketing business that grew to have more than a hundred employees. When they divorced, they entered in a business agreement that allowed him to retain control of the business, while she would be paid a share of the profits. Over the next few years, the payments steadily decreased and the ex-husband stopped providing information to our client about company finances. Then he abruptly closed the business and moved to another state. We brought a claim on our client's behalf in arbitration and prevailed in obtaining a multi-million dollar award for unpaid profit distributions.

Our clients were two of four shareholders in a nationally recogized surgical group. The other two shareholders, who served as the President and Vice President of the corporation, developed plans in secret to open a competing practice. They enlisted the support of the hospital where they primarily practices and the medical group that provided most of their profitable referrals. We brought claims on behalf of our clients for breach of fiduciary duty. In a two-week jury trial, we proved that the defendants violated their duties to the corporation and to our clients, and we obtained a substantial verdict for our clients.

Our client founded a successful construction business and then brought his two brothers in as owners and employees and also gave jobs to their wives. After a few years, the working relationships broke down, and our client decided to go into business on his own again. He quit, left the company he had founded to his brothers, and started building a new business from scratch again. One year later, as his new business was succeeding and his brothers' business was faltering, they sued him for breach of an implied covenant not to compete. We vigorously defended the claim and obtained a resolution several months before trial, allowing our client to focus on growing his business.

Our client started up a commercial repair service company with his father-in-law. They agreed to take equal shares of the profits and equal salaries, but when the father-in-law prepared the incorporation documents, he made himself the 51% owner of the company, with the power to make all decisions unilaterally. After several years, with the business well established, our client suffered health problems and separated from his wife. The father-in-law fired him, raised his own salary, and created a new corporation into which he diverted all new business. We brought claims for minority shareholder oppression and employment discrimination and obtained a favorable settlement for our client.

Our client took on the leadership of a small local food processing company that was founded by his grandfather and grew it into a major national competitor. When he took on the leadership of the company, his parents arranged a transfer of 100% of the stock to him, providing other benefits to his two siblings and putting in place a consulting agreement and real estate leases to provide continuing income for themselves. As the business grew and succeeded under our client's leadership far beyond anyone's expectations, he faced repeatedly claims from his family members that they should be paid more under their various agreements. We successfully resolved a claim involving the consulting agreement and we defeated a claim that our client, the tenant in a real estate lease, should pay to repair old structural defects in the building.

Defended and successfully resolved claims for breach of agreements that were made in connection with the transition of a family business from one generation to the next.

Obtained Plaintiff's verdict in jury trial on breach of fiduciary duty claim on behalf of minority shareholders.

Obtained $5.1 million arbitration award against client's ex-husband for breach of an agreement to share profits in a business they formed together.

Successfully abated breach of contract and business tort claims against client, enforcing foreign arbitration agreement.

Brought claims for minority shareholder oppression and employment discrimination. After obtaining partial summary judgment, we obtained a favorable settlement for our client.

Defended a class action shareholder claim through to completed trial, challenging AVIVA- Reebok merger.

(Multnomah County Circuit Court) – Successfully assert claims for breach of judicial dissolution, breach of fiduciary duty and breach of shareholder agreement seeking damages of $6.0 million.  

Successfully defended and resolved claims of breach of ficuciary duty against founder of family business.

Won a multi-million dollar federal court jury trial on behalf of our client EMM Labs, a Canadian manufacturer of high-end audio equipment. Defeated the plaintiff’s claims under a distribution agreement and prevailed on our client’s counterclaim.

Represented three brothers who sold their family trucking business in several proceedings in both court and arbitration. The claims involve indemnity and other issues under a Stock Purchase Agreement, real estate matters, professional malpractice, and taxation.

Completed a successful arbitration to enforce payment owed to clients, family members who founded and grew a successful Northwest business and then sold the business to a large national corporation. Defeated all of the buyer's justifications for not paying, which included counterclaims involving indemnities and accounting issues. Clients received a multi-million dollar award.

(Clackamas County Circuit Court) – Successfully defend breach of contract claims and assert breach of fiduciary duty claims against past officers and shareholders.

Successfully defend contract rescission claims and successfully assert breach of fiduciary duty claims seeking damages of $3 million.

(United States District Court, District of Oregon) – Prevailed on summary judgment against dissenters’ rights and breach of fiduciary duty claims seeking nearly $3,000,000. 

(USDC, E. NY) – Successfully assert claims for breach of contract and preliminary and permanent injunction arising from unauthorized use of bar code technologies.

(Multnomah County Circuit Court) – Successfully assert claims of breaches of contract and fiduciary duties seeking damages of nearly $4 million arising from failure to deliver securities.  

(765 P2d 207, 94 Or App 195, 1988) – Obtained a multimillion-dollar recovery in this dissenting shareholder case. This is the seminal case in Oregon on dissenter's rights.

Obtained a $3 million jury verdict in case involving fraud in the sale of a business.

(?842 F Supp, 423 D. Or. 1993) – Successfully obtained summary judgment on behalf of directors in the face of allegations of misdeeds by minority shareholders. This is the seminal case in our district upholding the validity of investigations by independent committees of boards of directors.

(719F2d 1044, 9th Cir 1983) – On behalf of Fred G. Meyer's Estate, defeated a challenge to the acquisition of Fred Meyer by KKR.

(D. Or. May 9, 1985) – Defended Medford Corp. from a hostile tender offer by Harold Simmons and his group.

Case started as an internal investigation by the Board of Directors concerning alleged wrongdoing by insiders. Ended with a Chapter 11 proceeding, injunctive relief and a $150 million judgment against the principal wrongdoer.

(219 Or App 16 (2008)) – Defended the non-Weyerhaeuser appointed board members in an action related to Weyerhaeuser's hostile tender offer for Willamette Industries.