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Washington appeals court issues key ruling on entity goodwill

In a “complicated” (court’s word) dissolution case, the Washington Court of Appeals recently made an important ruling on whether a professional limited liability company (PLLC) can have goodwill separate from the goodwill of the professionals.

McLelland v. Paxton

In dissolution dispute, appeals court affirms trial court’s finding, based on plaintiff expert testimony, that dissolved professional LLC had entity goodwill at trial based, in large part, on ownership of three leases and operation of offices that doctors could use upon termination of partnership.

Washington State Appeals Court Adopts Rule on Entity Goodwill in Professional LLC

In dissolution dispute, appeals court affirms trial court’s finding, based on plaintiff expert testimony, that dissolved professional LLC had entity goodwill at trial based, in large part, on ownership of three leases and operation of offices that doctors could use upon termination of partnership.

Puklich v. Puklich

In buyout dispute related to various family businesses, including auto dealership, high court finds trial court was authorized to adjust value finding to account for majority shareholder’s oppressive conduct; case law supported rejection of discounts in valuing minority shareholder’s interest.

High Court Approves of Trial Court’s Rejection of Discounts in Fair Value Determination

In buyout dispute related to various family businesses, including auto dealership, high court finds trial court was authorized to adjust value finding to account for majority shareholder’s oppressive conduct; case law supported rejection of discounts in valuing minority shareholder’s interest.

Woodward v. North Carolina Management Company

Trial court fails to address issue before jury of payments made but enters judgement anyway.

Ross v. American Iron Works

Issues were whether material issue of wrongful conduct precluded summary judgment and whether dissenting shareholder lost his right of action for failure to meeting filing deadline.

Revised Opinion on Rehearing

In the February 2002 issue, we abstracted the Dec. 10, 2001, opinion in this case. Both parties filed petitions for rehearing, which were granted. This opinion on rehearing replaces the original opinion. The only material change in the new opinion addresses when the withdrawing partner's debt to the partnership should be offset.

No Evidence to Support 'Going Concern Value' Adjustment

This is an appeal by the remaining partners of the trial court's findings in determining the value of the withdrawing partner's partnership interest as of the date of dissolution.

Marengo v. Bowen

NOTICE:  THIS OPINION WAS REPLACED AFTER REHEARING.  WE HAVE KEPT THE ORIGINAL OPINION HERE FOR REFERENCE AND COMPARISON PURPOSES.

Conti v. Christoff

At issue is whether the trial court was required to use a valuation method based solely upon the raw assets of the partnership, or whether the court could order further factfinding based on a different valuation method.

Fair Cash Value Not Error in Valuation of Partnership Interest

This case was on appeal from a magistrate's findings and the trial court's rulings regarding valuation of a 25% limited partnership interest.

Assignee's Interest in Partnership May Require Discounting

The issue in this estate tax matter is whether discounts for lack of marketability, minority status, and poor portfolio diversity should be applied in valuing the decedent's 25% interest in a Texas general partnership, which decedent held as an assignee.

Application of Discounts in Valuing Usurpation Claim Was Error

This litigation involves two closely held corporations and one partnership.

Powell v. Anderson (I)

At issue is the valuation of appellant's interest in the defendant's paper box manufacturing company.

Adams v. U.S. (II)

At issue is whether discounts for lack of control, lack of marketability, and poor portfolio diversity are applicable when appraising the value of an assignee's fractional interest in a Texas general partnership for estate tax purposes.

Bertolla v. Bill

At issue is the valuation of a family farming partnership.

Fair Market Value Used for Partnership Assets Upon Judicial Dissolution

Bill sued for a judicial dissolution of A. Bertolla & Sons, a family farming general partnership, due to Bertolla's misconduct.

Ex Parte Communications Invalidate Arbitrator's Award

At issue is whether ex parte communication by an appraiser in determining a combined minority and marketability discount constituted "undue means" and therefore invalidated the use of the discounts in reaching the valuation conclusion.

Wojdak v. Greater Philadelphia Cablevision, Inc.

Issue was whether ex parte communications with third parties by an arbitrator constituted undue means and invalidated the arbitrator's award.

Goodwill Not Partnership Asset Subject to Division

Two partners in a Texas radiology practice partnership, Salinas and Salazar, decided to terminate the partnership.

Meyer v. Lofgren

The valuation issue is whether goodwill should be considered in valuing an accounting partnership.

Salinas v. Rafati

At issue is consider whether an award to a physician for his interest in a professional partnership upon dissolution is supported by any evidence and whether the intangible assets of the disolved partnership include the goodwill and earning capacities.

Meyer v. Lofgren

At issue is the whether goodwill should be included in the fair value of a CPA partnership.

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