Best v. McCachren
| Docket Number: | 2008-CA-01547-COA Linked Case(s): 2008-CA-01547-COA |
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| Court of Appeals: |
Opinion Link Opinion Date: 06-29-2010 Opinion Author: Barnes, J. Holding: Reversed and remanded |
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| Additional Case Information: |
Topic: Contract - Dissolution of partnership - Property valuation - Partition by sale - Section 79-13-807 Judge(s) Concurring: King, C.J., Lee and Myers, P.JJ., Irving, Griffis, Ishee, Roberts, Carlton and Maxwell, JJ. Procedural History: Bench Trial Nature of the Case: CIVIL - CONTRACT |
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| Trial Court: |
Date of Trial Judgment: 03-31-2008 Appealed from: YALOBUSHA COUNTY CHANCERY COURT Judge: Percy L. Lynchard, Jr. Disposition: DISSOLVED PARTNERSHIP AND PARTITIONED CERTAIN PROPERTY Case Number: 06-12-129 |
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| Party Name: | Attorney Name: | Brief(s) Available: | ||
| Appellant: | Bob Best, Jr. |
ADAM A. PITTMAN |
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| Appellee: | Larry Jess McCachren, Jr. | JAMIE W. HOWELL JR., JEFFERSON DAVIS GILDER |
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Synopsis provided by:  If you are interested in subscribing to the weekly synopses of all Mississippi Supreme Court and Court of Appeals hand downs please contact Tammy Upton in the MLI Press office. |
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| Topic: | Contract - Dissolution of partnership - Property valuation - Partition by sale - Section 79-13-807 |
| Summary of the Facts: | Larry McCachren Jr. filed a complaint to dissolve the partnership and to partition property that he owned with Bob Best Jr. After dissolving the partnership, the chancellor awarded McCachren not only Best’s entire interest in the partnership property, but also a money judgment against Best in the amount of $35,071.39. Best appeals. |
| Summary of Opinion Analysis: | Issue 1: Property valuation The chancellor’s assignment of value to the jointly owned property is in error as it is not supported by the evidence. The chancellor found that McCachren contributed $106,642.79 to the construction of the convenience store, based on the McCachren’s testimony and the invoices and receipts submitted, yet in effect, found that the value of the real estate had not been increased by the construction. A determination that the construction of a $106,000 convenience store on the property did not increase the valuation of the partnership’s property is clear error. Further, Best testified that the partnership received an offer of $150,000 from a third party for the improved property, which McCachren rejected. Best also attempted to purchase McCachren’s share of the partnership for $100,000, but could only obtain financing for $80,000. McCachren rejected this reduced offer, showing that McCachren’s estimation of the value of the partnership was over $160,000. Thus, the case is reversed and remanded for a re-evaluation of the partnership’s improved real property. The chancellor was within his discretion to assign $10,000 as the value of Best’s contribution of real estate to the partnership in 2004, prior to the construction of the new store building. Also, the chancellor did not err in his valuation of the inventory from Best’s store or from his father’s store. However, the chancellor’s decision to exclude all value as to the inventory of novelty items received from Best’s mother is error. The testimony by Best and his sister was that this inventory was received after Best and McCachren began their partnership, and McCachren never contradicted the testimony. Furthermore, the chancellor’s statement that this inventory was transferred prior to the partnership is not supported by evidence. To the extent the valuation of the improved real property was decreased as a result of McCachren’s actions in unplugging the electrical meter to the building and cutting the wires to the meter box, it should be taken into consideration on remand. Issue 2: Partition by sale The chancellor was asked by the parties to dissolve the partnership and partition the jointly owned property. Although he dissolved the partnership, the chancellor did not partition the property as requested but, rather, fashioned a unique remedy not sought by the parties. Best argues that it was error for the chancellor not to order a partition by sale. To the extent that the procedure for winding-up partnership affairs is not set out in the partnership agreement, Mississippi statutory law controls. In this case, there is nothing in the partnership agreement as to how the assets of the partnership were to be valued or liquidated upon the dissolution of the partnership. Further, neither party has provided any argument as to the proper interpretation of section 79-13-807. While a forced sale is certainly a viable remedy for the liquidation of assets, especially when an accurate valuation of the assets is difficult to determine, it is not required under the statute. The case is remanded for a liquidation of the partnership real estate pursuant to section 79-13-807, which may necessitate a forced sale of the improved real property. |
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