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The plaintiffs contended the trial court erred in granting two of the defendants motions in limine to exclude evidence of the plaintiff’s damages. The appellate court affirmed

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Kuzma v. N. Ariz. Healthcare Corp.

The defendants in this qui tam case ask for summary judgment against the plaintiff Relator, who has alleged violations of the False Claims Act as it relates to the sale of Surgery and Rehabilitation Centers by the defendants. Relator brought suit against the defendants, alleging they violated the FCA by overpaying the physician-owners of the Summit Center to reward them for past business and to induce future business in violation of the federal Anti-Kickback Statute. The defendants advanced three arguments in favor of summary judgment: (1) the acquisition price paid for the Summit Center was fair market value; (2) Relator has no evidence that the defendants acted with the requisite scienter; and (3) Relator cannot show a causal link between the alleged kickback and the submission of false claims. The court granted in part and denied in part.

US District Court Partially Denies Motion for Summary Judgment Regarding Qui Tam Case on Excess Purchase Price Under the False Claims Act

The defendants in this qui tam case ask for summary judgment against the plaintiff Relator, who has alleged violations of the False Claims Act as it relates to the sale of Surgery and Rehabilitation Centers by the defendants. Relator brought suit against the defendants, alleging they violated the FCA by overpaying the physician-owners of the Summit Center to reward them for past business and to induce future business in violation of the federal Anti-Kickback Statute. The defendants advanced three arguments in favor of summary judgment: (1) the acquisition price paid for the Summit Center was fair market value; (2) Relator has no evidence that the defendants acted with the requisite scienter; and (3) Relator cannot show a causal link between the alleged kickback and the submission of false claims. The court granted in part and denied in part.

In Re S-Tek 1, LLC

The debtor, S-Tek 1 LLC, submitted a motion to value to the Bankruptcy Court to determine the value of the collateral of Surv-Tek Inc. as to debt owed it by the debtor pledged as collateral for debt owed by S-Tek to Surv-Tek. The valuation was to be used in the confirmation of a Chapter 11 reorganization of S-Tek. The court used the replacement value standard of value instead of the “ongoing concern” value since the replacement value provided a value greater than the “enterprise value” (i.e., ongoing concern value).

Bankruptcy Court Uses the ‘Replacement Value Standard’ as It Determines That Debtor ‘Enterprise Value’ Is Lower and Inappropriate

The debtor, S-Tek 1 LLC, submitted a motion to value to the Bankruptcy Court to determine the value of the collateral of Surv-Tek Inc. as to debt owed it by the debtor pledged as collateral for debt owed by S-Tek to Surv-Tek. The valuation was to be used in the confirmation of a Chapter 11 reorganization of S-Tek. The court used the replacement value standard of value instead of the “ongoing concern” value since the replacement value provided a value greater than the “enterprise value” (i.e., ongoing concern value).

New Jersey Appellate Court Affirms Valuation of Shopping Mall, Disallows Any Control or Marketability Discounts, Affirms Proper Dissociation by Plaintiffs

This case was a partnership dispute where the defendant partners tried to buy out the plaintiff partners. On appeal before the New Jersey Superior Court Appellate Division, the defendants argued that the plaintiffs’ dissociation was wrongful and damages should be assessed, discounts for lack of control and marketability should be applied to the value, and the partnership value should be reduced to account for partnership outstanding debts and other amounts. The plaintiffs argued that the trial court erred by relying on the defendants’ expert’s report and not their expert’s report, refusing to increase the value by personal loans taken by the defendant partners, and failing to find that the partnership overpaid management and accounting fees. The appellate court affirmed the trial court with one exception, whether the partnership agreement disassociated properly. On that count, the appellate court determined that the disassociation was appropriate.

Robertson v. Hyde Park

This case was a partnership dispute where the defendant partners tried to buy out the plaintiff partners. On appeal before the New Jersey Superior Court Appellate Division, the defendants argued that the plaintiffs’ dissociation was wrongful and damages should be assessed, discounts for lack of control and marketability should be applied to the value, and the partnership value should be reduced to account for partnership outstanding debts and other amounts. The plaintiffs argued that the trial court erred by relying on the defendants’ expert’s report and not their expert’s report, refusing to increase the value by personal loans taken by the defendant partners, and failing to find that the partnership overpaid management and accounting fees. The appellate court affirmed the trial court with one exception, whether the partnership agreement disassociated properly. On that count, the appellate court determined that the disassociation was appropriate.

Michigan Appeals Court Affirms Modified-Liquidation Value in a Shareholder Deadlock Litigation

In this shareholder deadlock litigation, the appellate court affirmed the decision of the trial court that the solution to the deadlock was to order a buyout of the plaintiffs’ stock by the defendants as opposed to a dissolution of the company. The appellate court also affirmed the use of a modified-liquidation value as providing a value that maximized the value to the individual shareholders.

Pitsch v Pitsch Holding Co.

In this shareholder deadlock litigation, the appellate court affirmed the decision of the trial court that the solution to the deadlock was to order a buyout of the plaintiffs’ stock by the defendants as opposed to a dissolution of the company. The appellate court also affirmed the use of a modified-liquidation value as providing a value that maximized the value to the individual shareholders.

Sullivan v. Loden

In this malpractice case against an estate attorney, the attorney was denied a summary judgment. The primary issue related to the attorney’s valuation of stock of a family business that was gifted to two of the four children of the decedent. While an “equalization payment” was made to each of the two remaining children, one of these two sued the attorney for both breach of fiduciary duty and for undervaluing the stock gifted, resulting in an underpaid equalization payment.

Estate Attorney Is Denied a Summary Judgment for Alleged Incorrect Valuation of Gifts of Stock—Malpractice Case Proceeds

In this malpractice case against an estate attorney, the attorney was denied a summary judgment. The primary issue related to the attorney’s valuation of stock of a family business that was gifted to two of the four children of the decedent. While an “equalization payment” was made to each of the two remaining children, one of these two sued the attorney for both breach of fiduciary duty and for undervaluing the stock gifted, resulting in an underpaid equalization payment.

Snyder v. Snyder

In this Pennsylvania divorce matter, the appellate court accepted the wife’s valuation of the marital business using the “gross sales approach,” despite the husband’s objection that she was not qualified to determine the value. The trial court master recommended the wife’s value be accepted. However, the appellate court finds that the trial court double counted four business assets and remanded for a redetermination of the marital estate.

Court Affirms Acceptance of the Wife’s Gross Sales Valuation Method for the Marital Business, Remands for Double Counting of Business Assets

In this Pennsylvania divorce matter, the appellate court accepted the wife’s valuation of the marital business using the “gross sales approach,” despite the husband’s objection that she was not qualified to determine the value. The trial court master recommended the wife’s value be accepted. However, the appellate court finds that the trial court double counted four business assets and remanded for a redetermination of the marital estate.

Trial Court’s Decision of Value of Business Based on a Going Concern Is Reversed and Remanded

The appeal in this case dealt with, among other issues, the trial court’s decision to adopt the husband’s expert’s value that was based on a capitalization of earnings based on expected future income. The appellate court noted that the evidence from the trial showed that the business received no revenue after the wife sold her interest to a third party, and there was no evidence that similar earnings would occur in the future. The trial court’s determination of value was vacated and remanded.

In Re Riddle

The appeal in this case dealt with, among other issues, the trial court’s decision to adopt the husband’s expert’s value that was based on a capitalization of earnings based on expected future income. The appellate court noted that the evidence from the trial showed that the business received no revenue after the wife sold her interest to a third party, and there was no evidence that similar earnings would occur in the future. The trial court’s determination of value was vacated and remanded.

Therapeutics MD, Inc. v. Evofem Biosciences, Inc.

In this trademark infringement case before a U.S. magistrate judge, the magistrate recommended to the District Court whether certain experts should be allowed to testify. The recommendations were for granting or denying motions of both parties to exclude testimony of the other party’s experts. The magistrate reviewed not only the qualifications of each of the experts, but also the subject of their testimony and opinions and whether they are appropriate and helpful to the court in resolving the issues. In the end, the magistrate recommended to deny the plaintiff’s motion to exclude the defendant’s experts and the defendant’s motion to exclude the plaintiff’s experts be granted in part and denied in part.

In Trademark Infringement Case, Parties Cross-Motions to Exclude Consumer Survey Experts

In this trademark infringement case before a U.S. magistrate judge, the magistrate recommended to the District Court whether certain experts should be allowed to testify. The recommendations were for granting or denying motions of both parties to exclude testimony of the other party’s experts. The magistrate reviewed not only the qualifications of each of the experts, but also the subject of their testimony and opinions and whether they are appropriate and helpful to the court in resolving the issues. In the end, the magistrate recommended to deny the plaintiff’s motion to exclude the defendant’s experts and the defendant’s motion to exclude the plaintiff’s experts be granted in part and denied in part.

Stone v. Citizens Equity First Credit Union (In re Int’l Supply Co.)

The trustee of International Supply Company (ISCO) asked for avoidance and recovery of prepetition fraudulent transfers made to Citizens Equity First Credit Union. ISCO was insolvent when the transfers were made, and the transfers were for the benefit of the controlling shareholder. The court disallowed two of the fraudulent transfers. Some complaint counts against certain individuals were dismissed without prejudice.

Bankruptcy Court Sides With Trustee—Disallows (Fraudulent) Transfers

The trustee of International Supply Company (ISCO) asked for avoidance and recovery of prepetition fraudulent transfers made to Citizens Equity First Credit Union. ISCO was insolvent when the transfers were made, and the transfers were for the benefit of the controlling shareholder. The court disallowed two of the fraudulent transfers. Some complaint counts against certain individuals were dismissed without prejudice.

Harrison v. Envision Mgmt. Holding, Inc.

The U.S. District Court (Colorado) denied a motion to compel arbitration the defendants brought in a case the plaintiff participants brought (a purported class action) in an ESOP the defendant company, et al. established. “The Plaintiff argues that the Defendants’ actions related to the sale caused him and all other ESOP participants to suffer significant losses to their ESOP retirement savings.” The court denied the motion.

U.S. District Court Denies Motion of Defendants in an ESOP Case to Compel Plaintiff Into Arbitration

The U.S. District Court (Colorado) denied a motion to compel arbitration the defendants brought in a case the plaintiff participants brought (a purported class action) in an ESOP the defendant company, et al. established. “The Plaintiff argues that the Defendants’ actions related to the sale caused him and all other ESOP participants to suffer significant losses to their ESOP retirement savings.” The court denied the motion.

Stout Risius Ross, LLC v. Aspen Specialty Ins. Co.

Stout Risius Ross LLC asked for a declaratory judgment to require Aspen Specialty Insurance Co. to defend Stout Risius Ross in a lawsuit brought against it by its former client, Wilmington Trust, in an ESOP matter. Stout Risius Ross performed a valuation for an ESOP transaction that the court later criticized in that matter (Brundle). After being sued by Wilmington Trust, Stout Risius Ross filed a claim with Aspen, which was denied by Aspen, citing the “prior knowledge” clause. The court denied Stout Risius Ross’ motion for declaratory judgment and did not allow Stout Risius Ross to amend its motion.

U.S. District Court Dismisses Accounting Firm’s Plea to Require Insurance Company to Defend a Lawsuit Against It

Stout Risius Ross LLC asked for a declaratory judgment to require Aspen Specialty Insurance Co. to defend Stout Risius Ross in a lawsuit brought against it by its former client, Wilmington Trust, in an ESOP matter. Stout Risius Ross performed a valuation for an ESOP transaction that the court later criticized in that matter (Brundle). After being sued by Wilmington Trust, Stout Risius Ross filed a claim with Aspen, which was denied by Aspen, citing the “prior knowledge” clause. The court denied Stout Risius Ross’ motion for declaratory judgment and did not allow Stout Risius Ross to amend its motion.

Sproule v. Johnson

In this partnership dissolution case, the North Dakota Supreme Court affirmed the district court’s decision to use an appraisal of the Canadian entity as of 2019 instead of a value from an earlier agreement in principal. The later date was within the purview of the district court’s flexibility. Further, the Supreme Court affirmed the district court’s decision not to reduce the value of a partnership asset of stock in a Canadian corporation for taxes.

North Dakota Supreme Court Affirms Valuation Date, Affirms No Deduction for Taxes in Determining Stock Value

In this partnership dissolution case, the North Dakota Supreme Court affirmed the district court’s decision to use an appraisal of the Canadian entity as of 2019 instead of a value from an earlier agreement in principal. The later date was within the purview of the district court’s flexibility. Further, the Supreme Court affirmed the district court’s decision not to reduce the value of a partnership asset of stock in a Canadian corporation for taxes.

Wisconsin Appellate Court Affirms Purchase Price as Value of the Business in a Divorce Matter

The husband in this divorce case appealed the circuit court ruling that relied on the purchase price of the business less than a year before the valuation date. The purchase was made from the wife’s parents at a price the parents determined of $500,000, most of which was goodwill. After an initial ruling from the circuit court accepting the value less debt of the husband’s expert, the wife asked for a reconsideration. The Circuit Court granted the reconsideration and found a value of the business of $45,230. The husband appealed the reconsidered decision of the circuit court. The appellate court determined that the circuit court’s use of the purchase price was not erroneous.

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