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Robertson v. Jacobs Cattle Co.

Supreme Court of Nebraska

December 4, 2015

JAMES E. ROBERTSON ET AL., APPELLANTS,
v.
JACOBS CATTLE COMPANY, A PARTNERSHIP, ET AL., APPELLEES

Appeal from the District Court for Valley County: KARIN L. NOAKES, Judge.

Patrick J. Nelson, of Law Office of Patrick J. Nelson, L.L.C., for appellants.

David A. Domina and Megan N. Mikolajczyk, of Domina Law Group, P.C., L.L.O., and Gregory G. Jensen for appellees.

HEAVICAN, C.J., CONNOLLY, MCCORMACK, MILLER-LERMAN, CASSEL, and STACY, JJ. WRIGHT, J., not participating.

OPINION

Page 2

[292 Neb. 196] Cassel, J.

INTRODUCTION

For the third time, we consider an appeal from a judicial dissociation of four partners from a family agricultural partnership having assets consisting primarily of real estate. The main issue is whether the district court, in recalculating the buyout distributions, correctly implemented our mandate from the second appeal. The dissociating partners rely on a hypothetical capital gain on the real estate but ignore that this " gain" exceeds the total profit on the hypothetical sale of all of the partnership's assets. We affirm the district court's judgment.

BACKGROUND

In Robertson v. Jacobs Cattle Co. ( Robertson I ),[1] we upheld the judicial dissociation of four partners of the Jacobs Cattle Company, a family partnership owning agricultural

Page 3

land in Valley County, Nebraska. However, we reversed the district court's calculation of the buyout price to be paid to the four dissociating partners and remanded the cause for further proceedings on that issue.

In the second appeal ( Robertson II ),[2] we again reversed the district court's calculation of the buyout price to be paid to the dissociating partners. We remanded the cause with direction that the court calculate the buyout distributions " by adding 12.5 percent of the profit received from a hypothetical sale of the partnership's assets . . . to the value of each dissociated partner's capital account." [3] The district court purported to follow our mandate, but the dissociating partners filed this appeal from its order.

The underlying facts concerning this appeal are primarily contained in Robertson I and will be briefly summarized here. [292 Neb. 197] The Jacobs Cattle Company was organized in 1979. As noted above, the partnership consisted of agricultural land, comprising 1,525 acres. As of September 2011, the land was appraised at a value of $5,135,000.

At the time of litigation, the partnership consisted of seven partners. (Our opinion in Robertson I stated that the partnership had six partners. But as indicated in Robertson II, one individual represented two trusts, and thus, the partnership had seven partners.) The partners included:

o Ardith Jacobs, as trustee of the Leonard Jacobs Family Trust; o Ardith Jacobs, as trustee of the Ardith Jacobs Living Revocable Trust; o Dennis Jacobs; o Duane Jacobs; o Carolyn Sue Jacobs; o James E. Robertson; ando Patricia Robertson.

In July 2007, Duane, Carolyn, James, and Patricia (collectively the dissociating partners) filed a complaint against the partnership, Ardith, and Dennis (collectively the remaining partners). The complaint sought a dissolution and winding up of the partnership under the Uniform Partnership Act of 1998. In an amended answer and counterclaim, the remaining partners alleged that dissociation, not dissolution, was the appropriate remedy.

After a bench trial, the district court determined that no grounds for dissolution of the partnership had been established under Neb. Rev. Stat. § 67-439(5) (Reissue 2009). However, the court ordered dissociation of the four partners by judicial expulsion pursuant to Neb. Rev. Stat. § 67-431(5)(a) and (c) (Reissue 2009). And after receiving buyout proposals from the parties, the court arrived at a distribution scheme wherein each of the dissociating partners received 5.33 percent of the total liquidation value of the partnership.

In Robertson I, we affirmed the dissociation of the four partners and the date of the judicial expulsion as the valuation [292 Neb. 198] date of the partnership's assets. We also observed that the buyout price was governed by Neb. Rev. Stat. § 67-434(2) (Reissue 2009), which provides:

The buyout price of a dissociated partner's interest is the amount that would have been distributable to the dissociating partner under subsection (2) of section 67-445 if, on the date of dissociation, the assets of the partnership were sold at a price equal to the greater of the ...

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