from the Hendricks Superior Court 4 Trial Court Cause No.
32D04-1207-PL-77 The Honorable Mark A. Smith, Judge
Attorneys for Appellant Thomas A. Brodnik Patrick M. Cline
Doninger Tuohy & Bailey LLP Indianapolis, Indiana Scott
Treadway EST Law, LLC Indianapolis, Indiana
Attorneys for Appellee T. Joseph Wendt Edward M. Smid Barnes
& Thornburg LLP Indianapolis, Indiana
Jason Ellis ("Ellis") challenges the order of the
Hendricks Superior Court granting summary judgment in favor
of Keystone Construction Corporation ("Keystone").
On appeal, Ellis presents four issues, one of which we find
dispositive, which we restate as whether the trial court
erred in determining that the doctrine of judicial estoppel
precluded Ellis's claims against Keystone.
and Procedural History 
Keystone is a construction company formed by Ersal Ozdemir
("Ersal") in 2002, with Ersal as the sole
shareholder. Ellis was experienced in the commercial
construction industry, and in late 2002 and early 2003, Ersal
recruited Ellis to come to work for Keystone. Ellis claims
that Ersal offered to make him a "partner" in
Keystone with a 20% ownership interest. Ellis agreed and
began to work for Keystone as the director of construction.
Thereafter, although Ellis's partnership or ownership
status was never formalized in writing, Ersal introduced
Ellis to others as his "partner, " and told others
that he had a "partner" in Keystone. Ellis was also
referred to on Keystone's website as a partner and in
internal corporate records as a "partner" and
"director." Ersal also discussed Keystone's
obligation to pay dividends to Ellis, and Ellis received some
dividends from Keystone in addition to his salary.
After Ellis joined Keystone, Ersal's younger brother,
Huseyin Ozdemir ("Huseyin"), also joined Keystone
as a third member or shareholder. Huseyin's background
was in finance and accounting, and he became the financial
officer of the company. Huseyin told others working for
Keystone that he, Ersal, and Ellis were "partners"
or "owners" of Keystone. Appellant's App. Vol.
4, p. 25.
As the company grew, it became involved in several large
commercial construction projects. Ellis and Huseyin also
pressured Ersal to reduce their ownership status to writing
in a formal shareholder or partnership agreement. In 2006,
Ersal sent Ellis and Huseyin an email stating that he had met
with attorneys who were preparing a partnership agreement, a
buy/sell agreement, and stock certificates. Apparently,
however, these agreements were never signed by the parties.
In 2010, Huseyin sent Ersal an email demanding that Ersal
purchase his shares of Keystone for $2, 500, 000, which
Huseyin believed represented his share of the value of
Keystone at the time, which he determined was in excess of
$7, 500, 000. Huseyin also complained of Ersal's failure
to formalize the ownership of the company. Ersal responded by
claiming that he had always owned 100% of the company. He
also stated that if Huseyin believed the company was worth
that much, he should buy it from Ersal for that price.
At the same time as the dispute over ownership of Keystone
was developing, Ellis and his then wife, Brooke Ellis
("Brooke") were in the process of dissolving their
marriage. Brooke filed for dissolution in February 2010.
Eventually, Ellis and Brooke entered into a settlement
agreement resolving all issues in the dissolution, which the
dissolution court accepted and incorporated into the
dissolution decree. This settlement agreement purported to
disclose "all the property and interest, both real and
personal, now held by [Ellis and Brooke]."
Appellee's App., Vol. 3, p. 164. The agreement also
provided that Ellis and Brooke "have amicably and
equitably divided all personal property acquired during the
course of the marriage, " and that both parties
"represent and warrant to each other that there has been
a full disclosure of assets and that the property referred to
in this Agreement represents all the property of any sort
whatsoever which either of them have an interest in or right
to, whether legal or equitable." Id. at 168,
171. The settlement agreement also contained a provision
stating that, "[i]t is understood and agreed that this
is an agreement to settle all property rights[.]"
Id. at 171. The settlement agreement further
contained an integration clause stating, that "[e]ach
party hereto acknowledges . . . that this Agreement
constitutes all of the terms of the contract between said
parties." Id. On March 18, 2011, the
dissolution court approved the Ellises' proposed
Settlement Agreement. Notably, however, the settlement
agreement contained no mention of any ownership interest or
shares of Keystone.
In November 2011, Huseyin resigned from Keystone. He also
transferred $2, 500, 000 from Keystone to an organization he
owned to compensate him for what he believed was
his share of the value of Keystone. Ellis questioned Ersal
about Huseyin's departure from Keystone, asking in an
email if Huseyin was "still partners with us?" and
if there would be a "distribution to shareholders soon
for 2011." Appellant's App. Vol. 6, p. 124. Ersal
responded with an email stating:
Christi is trying to put the [Keystone] financials together
by next week. I am not sure if there will be any profit
sharing distribution at this time. I will let you know after
I review the financials. ...