Montana Code 35-8-809. Court action to determine fair value of distributional interest
35-8-809. Court action to determine fair value of distributional interest. (1) In an action brought to determine the fair value of a distributional interest in a limited liability company, the court shall:
Terms Used In Montana Code 35-8-809
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Court: includes every court having jurisdiction in the case. See Montana Code 35-8-102
- Distributional interest: means all of a member's interest in the distributions of a limited liability company. See Montana Code 35-8-102
- Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
- Member: means a person who has been admitted to membership in a limited liability company, as provided in 35-8-703, and who has not dissociated from the limited liability company. See Montana Code 35-8-102
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
(a)determine the fair value of the interest, considering among other relevant evidence the going concern value of the company, any agreement among some or all of the members fixing the price or specifying a formula for determining value of distributional interests for any other purpose, the recommendations of any appraiser appointed by the court, and any legal constraints on the company’s ability to purchase the interest;
(b)specify the terms of the purchase, including, if appropriate, terms for installment payments, subordination of the purchase obligation to the rights of the company’s other creditors, security for a deferred purchase price, and a covenant not to compete or other restriction on a dissociated member; and
(c)require the dissociated member to deliver an assignment of the interest to the purchaser upon receipt of the purchase price or the first installment of the purchase price.
(2)After the dissociated member delivers the assignment, the dissociated member has no further claim against the company, its members, officers, or managers, if any, other than a claim to any unpaid balance of the purchase price or a claim under any agreement with the company or the remaining members that is not terminated by the court.
(3)If the purchase is not completed in accordance with the court’s specified terms, the company is to be dissolved upon application under 35-8-902(1)(d). If a limited liability company is so dissolved, the dissociated member has the same rights and priorities in the company’s assets as if the sale of the distributional interest had not been ordered.
(4)If the court finds that a party to the proceeding acted arbitrarily, vexatiously, or not in good faith, it may award one or more other parties reasonable expenses, including attorney fees and the expenses of appraisers or other experts, incurred in the proceeding. The finding may be based on the company’s failure to make an offer to pay or to comply with 35-8-808(2).
(5)Interest must be paid on the amount awarded from the date determined under 35-8-808(1) to the date of payment.