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Adewopo v. Jaja
In this divorce matter, the Indiana appellate court included enterprise goodwill of the wife’s business in the marital estate. The court-appointed, at the husband’s request, expert testified as to his conclusion of value using an income approach and calculating the amount of enterprise goodwill while excluding personal goodwill. The wife objected to the expert’s value but provided no evidence of her own determination of value.
Indiana Appellate Court Includes Enterprise Goodwill of Wife’s Businesses in Marital Estate
In this divorce matter, the Indiana appellate court included enterprise goodwill of the wife’s business in the marital estate. The court-appointed, at the husband’s request, expert testified as to his conclusion of value using an income approach and calculating the amount of enterprise goodwill while excluding personal goodwill. The wife objected to the expert’s value but provided no evidence of her own determination of value.
Bougie v. Garth-Niggeman
The case originated at trial court on issues of the buyout of a deceased member’s interest in an LLC restaurant. Among the issues was the use of the LLC’s recipes by the acquirer of the deceased’s interest in violation of the operating agreement. The two remaining LLC members claimed the use of the LLC’s recipes in other restaurants irreparably harmed them. However, the remaining members did not seek, nor did they prove, any damages resulting from the use of the recipes. The appellate court affirmed the trial court’s denial of a permanent injunction against the use of the recipes.
Trial Court’s Denial of Permanent Injunctive Relief for Irreparable Harm Is Upheld
The case originated at trial court on issues of the buyout of a deceased member’s interest in an LLC restaurant. Among the issues was the use of the LLC’s recipes by the acquirer of the deceased’s interest in violation of the operating agreement. The two remaining LLC members claimed the use of the LLC’s recipes in other restaurants irreparably harmed them. However, the remaining members did not seek, nor did they prove, any damages resulting from the use of the recipes. The appellate court affirmed the trial court’s denial of a permanent injunction against the use of the recipes.
Bohac v. Benes Serv. Co.
The Nebraska District Court in this case applied discounts to its determination of fair value (FV). The Supreme Court found that the district court did not use the correct definition of fair value, resulting in discounts being applied to the estate’s shares. The Supreme Court also found that the proper premise of value was going concern and the proper methodology for value was the asset approach. The Supreme Court also allowed as a liability the deferred tax on potential future sale of assets by the corporation.
The Nebraska District Court Is Reversed in Its Determination of Fair Value
The Nebraska District Court in this case applied discounts to its determination of fair value (FV). The Supreme Court found that the district court did not use the correct definition of fair value, resulting in discounts being applied to the estate’s shares. The Supreme Court also found that the proper premise of value was going concern and the proper methodology for value was the asset approach. The Supreme Court also allowed as a liability the deferred tax on potential future sale of assets by the corporation.
Quattro Parent LLC v. Rakib
In this surmised summary judgment as to damages a New York trial court awarded damages to the plaintiff in a breach of contract suit. The determination of damages was made without a trial but “on paper.” Additionally, the court used a subsequent sale of the stock to determine the damages and opine that the company was “worthless.”
New York Trial Court Determines Damages Without a Trial and Uses Subsequent Transaction to Determine the Amount
In this surmised summary judgment as to damages a New York trial court awarded damages to the plaintiff in a breach of contract suit. The determination of damages was made without a trial but “on paper.” Additionally, the court used a subsequent sale of the stock to determine the damages and opine that the company was “worthless.”
In re Platinum Corral, LLC
The Bankruptcy Court turned down a plan and amended plan of reorganization primarily because only the debtor would benefit from the plan and creditors would be left with little or no return. The court ordered a new plan be delivered to the court as soon as possible because time was of the essence.
Plan of Reorganization Cannot Be Approved Because Essentially Only the Debtor Would Benefit
The Bankruptcy Court turned down a plan and amended plan of reorganization primarily because only the debtor would benefit from the plan and creditors would be left with little or no return. The court ordered a new plan be delivered to the court as soon as possible because time was of the essence.
Asare v. Asare
In this marital dissolution appellate case, the appellate court must resolve a number of issues related to the equitable distribution of the marital estate. On most issues, the appellate court affirmed the trial court. However, the appellate court reversed the trial court on the issue of how much passive appreciation related to an investment account was includable in the marital estate.
North Carolina Appellate Court Reverses Trial Court on Amount of Passive Appreciation in an Investment Account
In this marital dissolution appellate case, the appellate court must resolve a number of issues related to the equitable distribution of the marital estate. On most issues, the appellate court affirmed the trial court. However, the appellate court reversed the trial court on the issue of how much passive appreciation related to an investment account was includable in the marital estate.
In re Multiplan Corp. Stockholders Litig.
This case dealt with a motion to dismiss the claims of the plaintiffs (by the defendants) in a stockholder suit against a special purpose acquisition company (SPAC). The claims were primarily that the plaintiffs’ claims were derivative, which failed to plead demand futility and that the business judgment rule applied. Many of the parties’ arguments centered around unique characteristics of a SPAC. In concluding that the entire fairness standard of review applied, the Delaware Chancery Court noted that “the fact that a reasonably conceivable impairment of public stockholders’ redemption rights—in the form of materially misleading disclosures—has been pleaded in this case.” The case was to go forward against all but two defendants.
Delaware Chancery Court Allows Breach of Fiduciary Suit to Move Forward on a SPAC
This case dealt with a motion to dismiss the claims of the plaintiffs (by the defendants) in a stockholder suit against a special purpose acquisition company (SPAC). The claims were primarily that the plaintiffs’ claims were derivative, which failed to plead demand futility and that the business judgment rule applied. Many of the parties’ arguments centered around unique characteristics of a SPAC. In concluding that the entire fairness standard of review applied, the Delaware Chancery Court noted that “the fact that a reasonably conceivable impairment of public stockholders’ redemption rights—in the form of materially misleading disclosures—has been pleaded in this case.” The case was to go forward against all but two defendants.
ShopRite, Inc. v. Gardiner
In determining the fair value of a minority interest in stock sold back to the companies in a shareholder oppression assertion, the Louisiana Court of Appeals rejected a discount for trapped-in capital gains tax since the companies had no intention of selling the properties owned. The appeals court also disallowed a reduction in fair value related to the value of affiliated accounts receivable, noting that there was no evidence that the receivables were uncollectible.
Louisiana Court of Appeals Disallows a Discount for Trapped-In Capital Gains Taxes and a Reduction in Receivables for Collectability
In determining the fair value of a minority interest in stock sold back to the companies in a shareholder oppression assertion, the Louisiana Court of Appeals rejected a discount for trapped-in capital gains tax since the companies had no intention of selling the properties owned. The appeals court also disallowed a reduction in fair value related to the value of affiliated accounts receivable, noting that there was no evidence that the receivables were uncollectible.
In a Primarily Procedural Ruling, the Michigan Court of Appeals Affirms a Damages Award Including Goodwill
In this primarily procedural ruling, the Michigan Court of Appeals affirmed judgment from a lower court awarding damages, including goodwill, for breach of contract arising from a sale of a medical practice, including goodwill. The plaintiffs claimed that the defendants’ failure to comply with the transfer assistant clauses in the sale contract destroyed the practice goodwill, among other things.
Sherman v. Sherrod
In this primarily procedural ruling, the Michigan Court of Appeals affirmed judgment from a lower court awarding damages, including goodwill, for breach of contract arising from a sale of a medical practice, including goodwill. The plaintiffs claimed that the defendants’ failure to comply with the transfer assistant clauses in the sale contract destroyed the practice goodwill, among other things.
Xodus Med. v. Prime Med. (II)
This was a patent infringement case related to technology “related to patient slippage within the context of the Trendelenburg position for surgery—when using a viscoelastic foam.” Ivan T. Hoffmann was the plaintiffs’ damages expert. The defendants sought to exclude Hoffmann’s testimony on lost profits and his opinion of the reasonable royalty. Lost profits should be excluded because “he fails to tie consumer demand for products to the patented features of those products,” and he “does not establish … that, but for the alleged infringement, Plaintiffs would have made each and every sale made by Defendants.” Hoffman’s reasonable royalty analysis should be excluded because Hofmann’s royalty rate calculation of $20.00 represents a 141.8% increase to his $8.27 per unit “starting point,” and he provided no explanation for this substantial increase. The plaintiffs argued that the defendants’ quibbles with Hoffman’s opinion was the stuff of cross-examination but not exclusion. The defendants’ motion was denied.
Court Denies Defendants’ Motion to Exclude Expert Testimony—The Subject of the Testimony Is the Subject of Cross-Examination but Not Exclusion
This was a patent infringement case related to technology “related to patient slippage within the context of the Trendelenburg position for surgery—when using a viscoelastic foam.” Ivan T. Hoffmann was the plaintiffs’ damages expert. The defendants sought to exclude Hoffmann’s testimony on lost profits and his opinion of the reasonable royalty. Lost profits should be excluded because “he fails to tie consumer demand for products to the patented features of those products,” and he “does not establish … that, but for the alleged infringement, Plaintiffs would have made each and every sale made by Defendants.” Hoffman’s reasonable royalty analysis should be excluded because Hofmann’s royalty rate calculation of $20.00 represents a 141.8% increase to his $8.27 per unit “starting point,” and he provided no explanation for this substantial increase. The plaintiffs argued that the defendants’ quibbles with Hoffman’s opinion was the stuff of cross-examination but not exclusion. The defendants’ motion was denied.
Harvey v. Harvey (In re Michael S.)
In this divorce case, on appeal, the California appellate court rejected a discount for taxes not immediate and specific and allowed a DLOM regarding the value of the wife’s one-half interest in the jointly owned business. The court also determined that “the [trial] court impliedly made the factual findings necessary to support its ruling regarding Cynthia’s breach of fiduciary duty claim.” Finally, the appeals court determined that the trial court had the authority to set its own terms for payment of the equalization amount to the wife.
In a Divorce Case, the California Court of Appeal Rejects Discount for Taxes Not Immediate and Specific But Allows a DLOM
In this divorce case, on appeal, the California appellate court rejected a discount for taxes not immediate and specific and allowed a DLOM regarding the value of the wife’s one-half interest in the jointly owned business. The court also determined that “the [trial] court impliedly made the factual findings necessary to support its ruling regarding Cynthia’s breach of fiduciary duty claim.” Finally, the appeals court determined that the trial court had the authority to set its own terms for payment of the equalization amount to the wife.
Xodus Med. v. Prime Med. (I)
This was a patent infringement case related to technology "related to patient slippage within the context of the Trendelenburg position for surgery—when using a viscoelastic foam." Justin Blok was the defendants’ damages expert. The plaintiffs sought to exclude Blok’s testimony on the reasonable royalty because they contended he used unreliable and irrelevant documents to support his opinion. The defendants argued, and the court agreed, that Blok’s opinions go to the weight and not to the admissibility of his opinions.
Court Denies Plaintiffs’ Motion to Exclude Expert Testimony—The Subject of the Testimony Goes to the Weight and Not the Admissibility
This was a patent infringement case related to technology "related to patient slippage within the context of the Trendelenburg position for surgery—when using a viscoelastic foam." Justin Blok was the defendants’ damages expert. The plaintiffs sought to exclude Blok’s testimony on the reasonable royalty because they contended he used unreliable and irrelevant documents to support his opinion. The defendants argued, and the court agreed, that Blok’s opinions go to the weight and not to the admissibility of his opinions.
Walsh v. Vinoskey
This case covered the appellate decisions regarding the well-publicized Vinoskey ESOP case. The appellate court affirmed the district court in deciding that the company owner had extensive knowledge about the company and its prior valuations, and thus it was plausible to infer that “something was off.” There was no clear error in the district court finding that the owner violated ERISA. The appellate court also allowed an offset to damages for the debt the owner forgave.