CHILES v. ROBERTSON

A8309-05871; A8411-06749; CA A42591.

767 P.2d 903 (1989)

94 Or.App. 604

Virginia Hughes CHILES, Executrix of the Estate of Earle A. Chiles, Deceased; Virginia H. Chiles; and Earle M. Chiles, Appellants-Cross-Respondents, v. Oran B. ROBERTSON; Cyril K. Green; Jerry Sadis; Virgil Campbell; C. Dale Warman; Jerome Kohlberg, Jr.; Henry R. Kravis; George R. Roberts; Fmgp Associates, an Oregon Limited Partnership; Kkr Associates, a New York Limited Partnership; and Fmi Associates, a Delaware Limited Partnership, Respondents, and Fred Meyer Real Estate Properties, Ltd., an Oregon Limited Partnership; Fred Meyer, Inc., a Delaware Corporation; and Fred Meyer Liquidating Corp., a Dissolved Oregon Corporation, Respondents-Cross-Appellants, Duane Company, an Oregon Corporation; Efem Company, an Oregon Corporation; Fifth Avenue Corp., an Oregon Corporation; Fourth Avenue Corporation, an Oregon Corporation; Union Central Co., an Oregon Corporation; Vanoak Corporation, an Oregon Corporation, Nominal Defendants-Respondents, Fred Meyer, Inc., a Delaware Corporation, and Fred Meyer Real Estate Properties, Ltd., an Oregon Limited Partnership, Respondents-Cross-Appellants, v. Southeast Company, an Oregon Corporation, Appellant-Cross-Respondent, Fred Meyer Liquidating Corp., a Dissolved Oregon Corporation, Respondent-Cross-Appellant.

Court of Appeals of Oregon.

Decided January 11, 1989.


Attorney(s) appearing for the Case

Michael E. Arthur, Portland, argued the cause for appellants-cross-respondents. With him on the briefs were Frank E. Nash, Bruce A. Rubin and Miller, Nash, Wiener, Hager & Carlsen, Portland.

Barnes H. Ellis, Portland, argued the cause for respondents and respondents-cross-appellants. With him on the briefs were Charles F. Hinkle, Joyce A. Harpole and Stoel, Rives, Boley, Jones & Grey, Portland, and H. Steven Wilson and Latham & Watkins, Los Angeles, Cal.

No appearance for nominal defendants-respondents.

Before WARDEN, P.J. Pro Tem., and WARREN and ROSSMAN, JJ.


WARREN, Judge.

This appeal involves two cases that were consolidated for trial and on appeal. Chiles v. Robertson, the primary case, is a combined shareholders' derivative and direct action. Plaintiffs are minority shareholders in six closely held real estate companies (RECs). The RECs and their predecessors were created over several decades for the purpose of building and owning stores that they leased to Fred Meyer, Inc., an Oregon corporation (Old FMI)....

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