Downs v. Rosenthal Collins Group

Declaratory judgment was entered, after bench trial, awarding Plaintiff 2.5% equity interest in Defendant company, and the resulting profit/loss distributions since his 2004 termination from position as CEO of company. Court's finding that Plaintiff owns 2.5% of company and awarding him profits on a going-forward basis was against manifest weight of evidence, and thus award, and prejudgment interest award, are reversed. Finding of ownership was inherently inconsistent with court's finding of company's nonwaiver of its right to a promissory note for 2.5% of "book value" of company, and Plaintiff did not execute the note. Court correctly found that Plaintiff did not obtain an additional 4% equity interest in Defendant company. (GARCIA, concurring; R.E. GORDON, concurring in part and dissenting in part.)