Expelled partner should get FMV—but of what?

BVWireIssue #228-3
September 22, 2021

buy/sell agreement
discount for lack of control (DLOC), discount for lack of marketability (DLOM), fair market value (FMV), compensation

An Oregon appellate case deals with compensation for a partner’s 25% interest in a business after he is expelled from the firm. The trial court allowed for discounts for lack of control and marketability from the fair market value of the partner’s 25% interest. But the appellate court noted that the firm’s operating agreement called for compensation at 25% of the FMV of the assets of the business—not the interest in the business. The case was remanded back to the trial court for recalculation, sans discounts.

The case is Dipak Patel v. Siddhi Hospitality, LLC et al., 312 Or. App. 347 (June 16, 2021), and the case digest analysis and full opinion are available on the BVLaw platform.

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